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      notify@edgarfilings.com

    2950
      84th
      Lane N.E., Blaine, MN 55449 Telephone: (763) 784-4995 Fax: (763)
      784-2038

    November
      11, 2005

    Mr.
      Brian
      Cascio

    Accounting
      Branch Chief

    United
      States Securities & Exchange Commission

    Mail
      Stop
      6010

    Washington,
      D.C. 20549

    Dear
      Mr.
      Cascio:

    Following
      is the information you requested in your letter of October 3, 2005. The numbered
      items below correspond to the numbered items in your letter, which is enclosed
      for your reference.

    Form
      10-K for the year ended March 31, 2005 - M D&A of Financial Condition and
      Results of Operation, page 19

    Results
      of Operations

              1)

              Cost
                of Sales and Gross Profit, page
                22

    SEC
      Question:

    We
      see
      that your consolidated gross profit margin was 19% in fiscal year 2005 compared
      to 0% in fiscal year 2004. We also note that the profit margin for your
      Optronics segment was (231%) in fiscal year 2005 compared to (651%) in fiscal
      year 2004 while the gross profit margin for your Cables and Networks segment
      experienced profit margins of 28% and 23% for fiscal years 2005 and 2004,
      respectively. Please tell us and revise future filings to provide expanded
      disclosure of the variances in margins, and the factors that contributed to
      the
      negative gross profit margin of Optronics and its impact on consolidated gross
      profit margin. In addition, provide details of your efforts to reverse the
      trend
      of negative margins.

    APA
      Enterprises, Inc answer:

    The
      negative gross profit at our Optronics segment is the result of costs in excess
      of gross profit earned from the sales of its products. Optronics has not been
      able to generate significant sales of its products with the exception of
      contracted labor it provides to Cables & Networks. Historically costs for
      production related expenses such as personnel, depreciation and supplies have
      been classified as cost of sales for Optronics. The factors that lead to
      negative gross margin at Optronics are:

              -

              Delays
                in sourcing component and finished goods from outside/offshore suppliers
                in higher volumes.

              -

              Unresolved
                quality issues (both off shore and internally produced) that prohibit
                full
                scale, high volume sales.

              -

              With
                limited quantities available of market-ready sales, we cannot market
                to
                potential customers who would order in high quantities, which could
                preclude or limit the amount of future sales we could generate to
                these
                customers.

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    The
      costs
      in these periods have outweighed the revenue generated from the limited sales.
      These reasons have been documented in the Business Overview section of each
      of
      our filings.

    With
      the
      addition of Cables & Networks in 2004, we changed our M, D & A
      subsection titles to ‘Cost of Sales’ in respect to the historical Optronics
      reporting and ‘Gross Profit’ to reflect Cables & Networks’ operations with
      the objective of better separating the segment discussions. In the future we
      will expand our detail reporting within the M, D & A to better explain the
      reasons and types of expenses causing the negative gross margin on the Optronics
      segment.

    Optronics
      has taken steps over the last several quarters to reduce unnecessary expenses,
      thus reducing its cost of sales over time, including reducing headcount,
      limiting non-essential purchases, and phasing out certain products. We believe
      we are close to having most of Optronic’s products ready for high volume sales
      within the next few quarters. When achieved, this will improve the negative
      gross margin and eventually turn it positive.

    Consolidated
      Financial Statements in 10-K for year ended March 31,
      2005

              2)

              Consolidated
                Balance Sheet, page 30

    SEC
      Question:

    We
      note
      that total liabilities and shareholders’ equity on page 30 do not agree with
      total assets. Please revise.

    APA
      Enterprises, Inc. answer:

    On
      the
      SEC website, the total asset value does not equal total liabilities and
      shareholders’ equity. The Edgarizing software program inadvertently missed a
      digit on the electronic filing. The total shareholders equity and liabilities
      should read $22,074,014. On all paper filings sent out, this number was correct
      and the totals matched. All future filings will reflect the correct totals
      for
      shareholders equity and total liabilities as of March 31, 2005.

              3)

              Note
                A - Summary of Significant Accounting Policies, page
                34

    SEC
      Question:

    Please
      revise your disclosure in future filings to provide a more specific revenue
      recognition policy for all significant product and services. Details should
      be
      provided to the extent that policy differs among customers, channels and
      products. The policy should also address, where significant, customer
      acceptance, return policies, post shipment obligations, warranties, credits,
      discounts and rebates on how these impact revenue recognition. In addition,
      tell
      us whether you have any revenue arrangements with multiple
      deliverables.

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    APA
      Enterprises, Inc answer:

    In
      future
      filings we will provide additional information related to our revenue
      recognition policy. We do not have any revenue arrangements with multiple
      deliverables. In future filings we will include the following revenue
      recognition policy:

    “Revenue
      is recognized when persuasive evidence of an arrangement exists, the product
      has
      been delivered, the fee is fixed and determinable, acceptance by the customer
      is
      reasonably certain and collection is probable. Our warranties exist for all
      products sold to all customer types and are generally covered for a period
      of
      one year. We record provisions against our revenue for estimated product returns
      in the period the related revenue is recorded. We estimate the costs to service
      our warranty obligations and record them within cost of sales. These estimates
      are based on historical sales returns, repair activity, and expectation of
      future market conditions. If our actual product returns and allowances exceed
      our estimates, additional reductions to our recorded revenue would result.”

              4)

              Note
                C - Sale of Optics Manufacturing Operations, page
                39

    SEC
      question:

    Tell
      us
      why your statement of operations does not present the operations of the disposed
      optics manufacturing business as discontinued operations. Refer to SFAS
      144.

    APA
      Enterprises, Inc. answer:

    Disposal
      of the optics manufacturing business was not presented as discontinued
      operations presentation, because it is immaterial to the financial statements
      as
      a whole. The following represents the numbers applicable to this product
      line:

              APA
                Enterprises, Inc.

              (In
                dollars)

              Fiscal
                2005

              Fiscal
                2004

              Fiscal
                2003

              Optics
                Line

              Consolidated
                Numbers

              Optics
                Line

              Consolidated
                Numbers

              Optics
                Line

              Consolidated
                Numbers

              Revenue

              -

              13,886,486

              91,778

              11,909,465

              102,592

              436,157

              Cost
                of goods/expenses

              -

              17,681,631

              369,000

              18,467,964

              300,000

              5,765,623

              Operating
                loss

              -

              (3,795,145

              )

              (277,222

              )

              (6,558,499

              )

              (197,408

              )

              (5,329,466

              )

              Gain
                on sale

              208,314

              -

              -

              -

              -

              -

              Other
                income, net

              -

              375,107

              -

              23,352

              -

              320,032

              Net
                loss

              208,314

              (3,420,038

              )

              (277,222

              )

              (6,535,147

              )

              (197,408

              )

              (5,009,434

              )

              %
                of total

              -6

              %

              4

              %

              4

              %

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              5)

              Note
                K - Stock Options and Warrants, page
                45

    SEC
      Question:

    We
      see
      your reference to an independent third-party appraiser for the valuation of
      your
      warrants on page 45. Please note that there is no requirement to reference
      independent experts, however, if this reference is made the third party expert
      should be named and their consent included in future registration statements.
      Please consider in future filings.

    APA
      Enterprises, Inc. answer:

    In
      future
      filings, we will remove the reference to the third party appraiser for the
      valuation of the warrants.

              6)

              Schedule
                II - Valuation and Qualifying Accounts, page
                52

    SEC
      question:

    We
      see
      that you reduced your inventory reserves by $936,527 in fiscal year 2004 due
      to
      purchase price adjustment activities. Inventory reserves are permanent
      reductions of inventory cost that should not be reversed until the related
      inventory is sold or otherwise disposed. Pease describe the facts and
      circumstances leading to the adjustment to the inventory reserve during fiscal
      year 2004. Additionally, please reconcile the adjustments made on Schedule
      II to
      the disclosures on pages 38 and 39 of your consolidated financial statements.

    APA
      Enterprises, Inc. answer:

    The
      inventory reserves were adjusted for inventory products disposed of from the
      purchase of the CSP and Americable acquisitions. This was inventory that was
      originally reserved for at the time of acquisition or one year later, and then
      written off within that time frame. Inventory disposed of for both acquisitions
      was charged off within this fiscal year ended 3/31/04. This disposal amounted
      to
      $641,307 of excess inventory valuation over the established value established
      upon purchase. In accordance with this we are submitting a revised Schedule
      II
      to provide further breakdown. Please see the attachment. The gross amount of
      inventory disposals for the year is reflected in the deductions column. For
      the
      year ended March 31, 2004, disposals totaled $1,915,644, of which $641,307
      represents the amount disposed in excess of the initial acquisition reserve.
      This amount is reflected in the column reflecting charges to other accounts
      and
      matches to the total inventory purchase price variances on pages 38 and 39
      of
      the Form 10-K.

    The
      CSP
      portion of the $641,307 was $627,384 and reported on page 38 of the 10-K, and
      the Americable portion was $13,944 and is reported on page 39. This amount
      was
      then reclassified to Goodwill. We will reflect the changes to this Schedule
      in
      future filings.

    Form
      10-Q for the quarterly period ended June 30, 2005

              7)

              Item
                4 - Controls and Procedures, page
                19

    SEC
      question:

    We
      note
      your statement that your chief executive officer and your chief financial
      officer have concluded that your controls and procedures were sufficiently effective
      to
      ensure that the information required to be disclosed with adequate timeliness,
      accuracy and completeness. It does note appear that your certifying officers
      have reached a conclusion that our disclosure controls and procedures are
effective.
      Please
      revise future filings to clearly disclose your officers’ conclusions regarding
      the effectiveness of your disclosure controls and procedures.

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    APA
      Enterprises, Inc. answer:

    In
      future
      filings we will revise the wording (i.e. we will delete “sufficiently”) to
      clarify our officers’ conclusion regarding the effectiveness of the internal
      controls and procedures.

    APA
      Enterprises, Inc. acknowledges they are responsible for the adequacy of the
      disclosure in the filing. In addition, staff comments or changes to disclosure
      in response to staff comments do not foreclose the Commission from taking any
      action with respect to the filing, and APA Enterprises, Inc. may not assert
      staff comments as a defense in any proceeding initiated by the Commission or
      any
      person under the federal securities laws of the United States.

    We
      hope
      this addresses your questions. If there are further questions or follow up
      comments needed, please feel free to call at 763-784-4995.

    Regards,

    Anil
      K.
      Jain

    Chief
      Financial Officer

    APA
      Enterprises, Inc.

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