SecProbe.io

CORRESP
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April 26,
2005

VIA FEDERAL EXPRESS AND EDGAR

Attn:  Brian Cascio, Accounting Branch Chief

Mail Stop 0306

Division of
Corporation Finance

Securities and
Exchange Commission

450 Fifth
Street, NW

Washington, DC
20549-0306

  Re:

  Angeion
  Corporation

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

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

Dear Mr. Cascio:

Angeion Corporation received your comment letter
dated April 12, 2005 related to the filings listed above.  This letter will respond to the comments
raised by the staff with each response numbered to correspond to the staff
comments.

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

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

Results of
Operations – Page 22

Comment 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.

SEC
Response No. 1.

The Company
will expand its discussion regarding causal relationships to changing amounts
and the quantification of underlying factors driving overall changes in future
filings.

Liquidity
and Capital Resources – Page 24

Comment 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.

SEC
Response No. 2.

The Company
will expand its discussion of capital resources in future filings.

If the Company
does not prevail in its case against Medmarc Insurance Company, it would
immediately seek to negotiate a settlement with ELA Medical (“ELA”).  The Company believes that it could negotiate
a settlement and structure a payment schedule acceptable to both parties.  Moreover, the Company also currently believes
that additional insurance coverage beyond July 11, 2005 can be purchased
and financed with existing cash.  As of January 31,
2005, the Company had cash and cash equivalents of $2.3 million and working
capital of $4.9 million.

If the cash
flows from continuing operating results proved insufficient to satisfy payment
of both settlement costs and additional insurance coverage, the Company would
adjust its investment spending in support of new products.

Consolidated
Financial Statements

(2) Summary
of Significant Accounting Policies – Page 34

Basis of
Presentation – Page 34

Comment 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.

SEC
Response No. 3.

The Company
will apply the staff guidance regarding independent experts in future filings.

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Revenue
Recognition – Page 35

Comment 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.

SEC
Response No. 4.

The Company
will enhance the description of its revenue recognition policy in future filings.

In accordance
with SAB 104, the Company recognizes revenue when persuasive evidence of an
arrangement exists, transfer of title has occurred or services have been
rendered, the selling price is fixed or determinable and collectibility is
reasonably assured.  The Company’s
products are sold for cash or on credit terms requiring payment based on the
shipment date.  Credit terms can vary
between customers due to many factors, but are generally 30-60 days.  Revenue, net of discounts, is recognized upon
shipment or delivery to customers in accordance with written sales terms that
do not allow for a right of return.
Standard sales terms do not include customer acceptance conditions,
future credits, rebates, price protection or general rights of return.  The terms of sales to both domestic customers
and international distributors are identical.
In instances when a customer order specifies final acceptance of the
system, revenue is deferred until all customer acceptance criteria have been
met.  Estimated warranty obligations are
recorded upon shipment.  As further
described in response to comment 5, the Company applies the separation criteria
of EITF 00-21 for sales with multiple deliverables.

Service
contract revenue is based on a stated contractual rate and is deferred and
recognized ratably over the service period, which is typically from one to four
years.  In accordance with paragraph 4,
of EITF 00-21, the Company applies FASB Technical Bulletin No. 90-1 for service
contract revenue.  Revenue from
installation and training services provided to domestic customers is deferred
until the service has been performed.
The amount of deferred installation and training revenue at January 31,
2005 and October 31, 2004 was $187,000 and $206,000, respectively.

Comment 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

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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.

SEC
Response No. 5.

When a sale involves multiple deliverables, such as equipment,
installation services and training, the amount of the consideration from an
arrangement is allocated to each respective element based on the residual
method and recognized as revenue when revenue recognition criteria for each
element is met.  Consideration allocated
to delivered equipment is equal to the total arrangement consideration less the
fair value of installation and training.
The fair value of installation and training services consists of
specific objective evidence, including third-party invoices, used together with
historical evidence of value.

Installation Revenue Fair Value

Occasionally the Company uses independent
third parties to install its equipment.
The estimated number of hours required for travel and installation,
which is consistent with those charged by third parties, are captured and
valued with the hourly rates invoiced by our third party service
providers.  This value for travel and
installation labor is then combined with average expenses for installations to
represent fair value.

Training Revenue Fair Value

The Company validates the fair value of
training by monitoring similar services provided by third party vendors.  Average third party training costs are
calculated by using average training and travel and average expenses from
actual invoices of third party training providers.  Average historical travel and training hours
are multiplied by the hourly rates from these providers and average historical
expenses are added to determine fair value of training.  The fair value of revenue for training was
approximately $1,250 to $1,500 per training session.

Comment 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.

SEC
Response No. 6.

The Company
evaluated the disclosure requirements of paragraph 44(a) of SFAS 142 for
acquired intangible assets and determined that the $100,000 paid for the
talking heart rate monitor license in September 2003 was not material to
its financial statements taken as a whole.
Therefore, additional disclosure with respect to this item was not
deemed necessary.  In accordance with the
Company’s polices, the investment in this license is being amortized over three
years.

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(9) Income
Taxes – Page 41

Comment 7

In future
filings please include the income tax expense or benefit for discontinued
operations as required by paragraph 46 of SFAS 109.

SEC
Response No. 7.

The Company
will provide the income tax expense or benefit disclosures for discontinued
operations in future filings.

(12)
Segment Reporting– Page 42

Comment 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.

SEC
Response No. 8.

The Company
has determined that its cardiorespiratory diagnostic products and New Leaf
health and fitness products represent one operating segment.  The following paragraphs describe application
of the criteria contained in SFAS 131.

The Company
conducts all of its business activities through its wholly owned subsidiary,
Medical Graphics Corporation (“Medical Graphics”).  Financial reports are prepared for each of
the two legal entities.  The parent
company, Angeion Corporation, carries the functions of legal, accounting,
discontinued operations, costs of reporting to shareholders and certain
treasury functions.  All other operating
activities are reported through Medical Graphics.  The chief operating decision maker for the
Company is its President and Chief Executive Officer.  The CEO assesses performance, makes operating
decisions and allocates resources based on financial information derived from
Medical Graphics.

All of the
Company’s products are non-invasive cardiorespiratory diagnostic systems that
are sold to many different types of customers, which include, hospitals,
clinics, physicians’ offices, pulmonary physicians, cardiologists, critical care
physicians, rehabilitation professionals, physical therapy professionals,
sports medicine clinics, health clubs and others.  The Company’s cardiorespiratory diagnostic
systems are expected to have similar long-term gross margins.  The production process for all of the Company’s
products is identical.  All products are
warehoused and shipped from the same facility via common carrier, United Parcel
Service, Federal Express and the U.S. Mail system.

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The Company’s
products are sold internationally through distributors, who in turn sell them
to end-users.  Domestically, all products
are sold through employee sales representatives, some of whom specialize in
selling to certain customers.  The
Company determined that it was more efficient to utilize separate employee
sales representatives to sell its cardiorespiratory diagnostic systems, i.e.,
New Leaf health and fitness products, to health clubs and other similar
customers.

The Company
reports current assets and property and equipment for Medical Graphics as a
whole.  Research and development expenses
are allocated between domestic and international sales and New Leaf sales on an
informal basis.  General and
administrative expenses are not allocated.
There is no discrete financial operating profit data for the Company’s
product lines.  Therefore, the CEO makes
decisions for Medical Graphics as a whole based on the available financial
information, and consequently, there is but one operating segment based on application
of criteria contained in SFAS 131.

(13)
Discontinued Operations – Page 43

Comment 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.

SEC
Response No. 9.

The Company believes that it has accounted for the ELA Medical
claim in conformity with generally accepted accounting principles.  The Company has received information from ELA
detailing claimed amounts associated with explantations that have taken place
through March 31, 2004.  The Company
has received sufficient information to reasonably estimate a range of expected
loss based on the following factors:

1.               ELA may not be able to substantiate the
entire amount of the claim.

2.               A portion of the claimed amount is for
explantations that were performed outside of the guidelines provided by the
Company and approved by the FDA.

3.               The amounts for the explantations vary
widely and some of the claimed amounts may not ultimately be determined as
reasonable.

4.               Some ICDs remain implanted in patients.

As
a result of the above factors, the Company determined a range of possible
losses associated with the claim and recorded the minimum amount of the
range.  Recording the minimum amount of
the range is supported in SEC Rules and Regulations, Topic 5, Section Y

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and
SFAS No. 5, Question 3, which states: “if management is able to determine
that the amount of the liability is likely to fall within a range and no amount
within that range can be determined to be the better estimate, the registrant
should recognize the minimum amount of the range pursuant to Financial
Accounting Standards Board Interpretation No. 14, “Reasonable Estimation
of the Amount of a Loss” (“FIN 14”).”

The
Company has recorded a receivable for the estimated amount recoverable from
product liability insurance, including insurance coverage for recalls that the
Company carried for the ICD products.
The following paragraphs discuss the application of generally accepted
accounting principles used in determining the estimated amount recoverable from
product liability insurance.  We have
relied upon our analysis and the opinion of our legal counsel to make this
determination.

SFAS
No. 5 supports recording an insurance recovery if the Company can “confirm
the acquisition of an asset,” the “amount can be reasonably estimated,” and
that realization of the asset is “probable.
The future event or events are likely to occur.”  In addition, SOP 96-1, paragraph .140, states
“The amount of an environmental remediation liability should be determined
independently from any potential claim for recovery, and an asset relating to
the recovery should be recognized only when realization of the claim for
recovery