SecProbe.io

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Mail Stop 0306

      April 12, 2005

VIA U.S. MAIL AND FACSIMILE (651) 484-8941

Dale H. Johnson
Chief Financial Officer
Angeion Corporation
350 Oak Grove Parkway
Saint Paul, Minnesota  55127

	RE:	Angeion Corporation
		Form 10-KSB for the fiscal year ended October 31, 2004
		Filed January 31, 2005
		File No. 001-13543

Dear Mr. Johnson:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
filings
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended October 31, 2004

Item 6. Management`s Discussion and Analysis or Plan of Operations

Results of Operations - Page 22

1. We see that you state that the increase in revenue is due to
increased customer demand, yet do not discuss why demand has
increased.  Additionally, you state multiple factors contributing
to
the increase in general and administrative expense, yet you do not
quantify the increase of each factor or explain how they
contributed
to the increase.  In general, MD&A should identify factors
responsible for changes in financial statement items, describe why
those factors arose or occurred, and quantify the impact of the
factors described.  The general guidance should be applied
throughout
MD&A for all future periods.
Liquidity and Capital Resources - Page 24
2. In future filings please expand this section to discuss the
sources of capital available to you.  Additionally, please
describe
how you plan to finance the possible unfavorable outcome of the
ELA
Medical litigation and the purchase of insurance coverage beyond
July
11, 2005.

Consolidated Financial Statements

(2) Summary of Significant Accounting Policies - Page 34

Basis of Presentation - Page 34
3. We note the multiple references to an independent third-party
appraiser within your filing.  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 filings.  Please apply in future
filings.

Revenue Recognition - Page 35
4. Please expand future filings to describe your revenue
recognition
policy in greater detail. To the extent that the policy differs
among
significant product lines or marketing venues (i.e. distributors
and
direct sales force) please make your disclosure specific.  Also,
if
the policies vary in different parts of the world those
differences
should be discussed.  Provide details of discounts, return
policies,
customer acceptance, credits, rebates, and price protection or
similar privileges and how these impact revenue recognition. In
addition, clarify the impact of any post-shipment obligations.
Provide a supplemental analysis that explains your revenue
recognition practices and demonstrates that your policies are SAB
104
and SFAS 48 compliant.
5. We see that you use the residual method to allocate arrangement
consideration for multi-element transactions.  Supplementally and
in
future filings, please clarify how you determine the fair value of
undelivered items (installation and training) under EITF 00-21.
Please note that contractually stated prices for individual
products
and/or services in an arrangement with multiple deliverables
should
not be presumed to be representative of fair value.  Tell us what
"other historical evidence of value" you use to establish the fair
value of the undelivered items.
6. We see from page 23 that you acquired a license for a talking
rate
monitor which impacted your amortization expense for intangible
assets.  To the extent material, supplementally and in future
filings
please include the disclosure requirements of paragraph 44(a) of
SFAS
142 for acquired intangible assets.

(9) Income Taxes - Page 41
7. In future filings please include the income tax expense or
benefit
for discontinued operations as required by paragraph 46 of SFAS
109.

(12) Segment Reporting - Page 42
8. We reference the discussion in the filing of your products and
that you have separate distinct sales forces for your personal
exercise products and your cardiorespiratory diagnostic systems.
Please provide more details of how you determined that you operate
under only one reportable segment and why these products do not
represent separate reportable segments under SFAS 131.

(13) Discontinued Operations - Page 43
9. Please tell us more details of the ELA Medical litigation,
including the amounts accrued each period, how these are accruals
are
reflected in the financial statements and the basis for the
amounts
recorded. Clarify the amounts expected to be recovered from
insurance
policies and the basis for recording the liability net of any
expected insurance recoveries.  Recovery of a recorded contingent
loss should be recognized when realization of the recovery is
deemed
probable (i.e., likely to happen).  It is not clear from your
disclosure why you believe that the recovery of insurance is
probable.  Provide sufficient details of why you believe that your
current accounting is appropriate under GAAP.
10. As a related matter, please also revise future filings to
include
the disclosures discussed in SAB Topic 5Y for product liability
claims.

Item 8A.  Controls and Procedures - Page 46
11. We note your disclosure that management has concluded that
your
disclosure controls and procedures are effective "in ensuring that
material information related to the Company is made known to them
by
others within the Company."  The language that is currently
included
after the word "effective" in your disclosure appears to be
superfluous, since the meaning of "disclosure controls and
procedures" is established by Rule 13a-15(e) of the Exchange Act.
However, if you do not wish to eliminate this language, please
revise
in future filings so that the language that appears after the word
"effective" is substantially similar in all material respects to
the
language that appears in the entire two-sentence definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e).

Form 10-Q for the quarter ended January 31, 2005

Item 3.  Controls and Procedures - Page 15
12. It is unclear whether your chief executive officer and chief
financial officer have concluded that your disclosure controls and
procedures are effective as defined by Rule 13a-15(e) of the
Exchange
Act.  Please revise to clarify whether your disclosure controls
and
procedures were effective as of January 31, 2005 including the
consideration of the implementation of additional procedures to
ensure that all required filings under Form 8-K are completed in a
timely manner.  If you conclude that your disclosure controls and
procedures were effective, please also provide appropriate
disclosure
explaining how the disclosure controls and procedures were
determined
to be effective in light of the identified matters.  If you are
unable to conclude that your disclosure controls and procedures
were
effective, please describe the "additional disclosure controls and
procedures that were implemented to ensure that all filings under
Form 8-K are completed in a timely manner" and when you expect the
identified weakness or deficiency in your disclosure controls and
procedures to be adequately addressed.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Kristin Lochhead, Staff Accountant, at (202) 942-
8972
or me at (202) 942-1791 if you have any questions.

							Sincerely,

							Brian Cascio
							Accounting Branch Chief

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Mr. Johnson
Angeion Corporation
April 12, 2005
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