SecProbe.io

CORRESP
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May 25,
2005

VIA
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 May 11, 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 year ended October 31,
2004

(13) Discontinued Operations – Page 43

Comment 1

We note your response to comment 9.
It remains unclear to us why it is appropriate to record the contingent
gain for amounts recoverable from product liability insurance for the ELA
Medical litigation.  Question 5 of SAB
Topic 5Y states that “The staff believes there is a rebuttable presumption that
no asset should be recognized for a claim for recovery from a party that is
asserting that it is not liable to indemnify the registrant.”  Registrants that overcome that presumption
should disclose the amount of recorded recoveries that are being contested and
discuss the reasons for concluding that the amounts are probable of
recovery.  Tell us why you believe that
the recovery is probable and you can confirm the acquisition of an asset from
the insurance company when the outcome is dependent on a decision by the court
or a compromise among the parties in a settlement agreement.  Additionally, tell us whether the entire
balance of assets of discontinued operations relates to the contingent gain at October 31,
2004 and how you determined a reasonable estimate of the amount to be
recovered.

SEC Response No. 1

The Company
believes it has determined the amount recoverable from product liability
insurance in a manner consistent with SOP 96-1, Environmental Remediation
Liabilities and SEC Rules & Regulations, Topic 5, Section Y.  The Company followed the principals set forth
in these accounting pronouncements and interpretation of relevant literature in
assessing its accounting for all of the elements surrounding the ICD claim.

The Company
acknowledges that SOP 96-1, paragraph .140, states in part, “…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 is deemed
probable.  If the claim is the subject of
litigation, a rebuttable presumption exists that realization of the claim is
not probable.”  It is also noted that SOP
96-1, paragraph .175, C-28, states in part, “Potential claims for
recovery from insurers …….. should be evaluated separately from the
environmental remediation liability.  To
evaluate whether the recovery of a potential claim is probable, correspondence
or communication with others such as the insurer …… or legal counsel generally
is necessary.”  This paragraph also goes
on to note the “rebuttable presumption” guidance contained in the .140
paragraph.

The Company has worked closely with its
outside legal counsel to determine the probability and estimated amount of
recoverability of insurance from Medmarc.
This included consultation with attorneys within the Company’s law firm
that practice in the areas of insurance contractual matters and related
litigation.  Based on these consultations
and the advice from outside counsel, the Company believes it has overcome or
rebutted the “rebuttable presumption” that it is probable that a recovery will
occur against the insurer.  The Company
followed the guidance of SOP 96-1, paragraph .175, C-28 and
consequently relied on information provided by its outside counsel in determining
an amount recoverable from insurance.

The Company determined the amount to
recognize as recoverable by analyzing the range of possible recoveries and
recorded the minimum amount of the range on a basis similar to the guidance provided
in Financial Accounting Standards Board Interpretation No. 14, “Reasonable
Estimation of the Amount of a Loss.”  The
elements considered in determining the range of probable recoveries included
the (i) claim and (ii) self-insured retention obligation under the
policy.  The Company considered each
element separately and based on the information provided by outside counsel,
determined and recorded the minimum amount of the range for each element.  The entire $700,000 balance of current assets
of discontinued operations represents elements related to the claim.

It might be useful to summarize some
information regarding this matter.  The
following points recite the sequence of significant events:

•                  In
June 2002, ELA Medical, a former partner of Angeion in a joint venture
that manufactured and distributed ICDs, advised Angeion that some of the ICD’s
formerly manufactured by Angeion were experiencing premature battery depletion
and that 14 had been explanted.  In
accordance with FDA procedures, Angeion instituted a field corrective action on
certain of the ICDs.

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•                  In
June 2003, ELA Medical sought reimbursement from Angeion for the cost of
explanting and replacing the ICDs.
Angeion advised its insurance carrier of the ELA Medical claim and
sought coverage of the claim.  The
insurance company, Medmarc Casualty Insurance Company, initially advised
Angeion in writing that there was coverage, at least in part, and even reserved
$1.0 million for that coverage.

•                  Angeion
received written claims loss reports from Medmarc stating that the insurer had
established a total reserve of $425,000 as of September 30, 2003 and that
Medmarc had increased the reserve to $1,025,000 as of March 31, 2004.

•                  In
September 2004, over one year after being served notice of the claim,
Medmarc advised Angeion that it was denying coverage and commenced an action
against Angeion seeking a declaratory judgment that Medmarc’s interpretation of
the policy was correct.

The Company had in effect insurance policies
aggregating $50 million of product liability insurance coverage, subject to
$50,000 self-insured retention per occurrence, $500,000 aggregate covering the
period in question.  Medmarc has denied
the entire $1.7 million claim, alleging that because there has been no claim
from a third party, such as a patient utilizing an ICD, there is no obligation
to cover expenses associated with recalls of the ICDs.  The Company believes that Medmarc is ignoring
the plain language in the endorsements to the insurance policy, which
specifically provide insurance coverage for recalls without the trigger of a
third-party claim by a patient.  The
Company believes it will prevail against Medmarc.

Angeion believes that Medmarc is required to
provide Angeion insurance coverage with respect to the ELA Medical claim.  Angeion’s management concluded that it would
not continue to incur the expenses associated with obtaining the deserved
insurance coverage unless it was probable that an insurance recovery would
occur.

Angeion will also disclose several
developments in the lawsuit in its Form 10-QSB for the quarter ended
April 30, 2005, which will be filed on or before June 14, 2005.  The Company will expand the disclosures in
its second quarter Form 10-QSB filing to disclose the amount of
recorded recoveries that are being contested and discuss the reasons for
concluding that the amounts are probable of recovery.  A Summary Judgment Argument has been
scheduled for June 24, 2005 on the Motions whether or not Medmarc has a “duty
to defend” Angeion in the claim brought by ELA Medical.  Angeion expects a decision within 90 days
after the oral arguments.

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

Item 3.
Controls and Procedures – Page 15

Comment 2

We note your revised disclosure in response to comment 11.  You have included a statement that the
principal executive officer and principal financial officer have concluded that
the company’s disclosure controls and procedures are effective “subject to the
disclosure in the next paragraph”.  Given
the exceptions noted, it remains unclear whether your chief executive officer
and chief

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financial officer have concluded that your disclosure controls and
procedures are effective at the end of the period covered by the report.  Please revise your disclosure to state, in
clear and unqualified language, the conclusions reached by your chief executive
officer and your chief financial officer on the effectiveness of your
disclosure controls and procedures.  For
example, if true, you can state that your disclosure controls and procedures
are effective including consideration of the identified matters, so long as you
provide appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the identified
matters.  Or, if true, you can state that
given the identified matters, your disclosure controls and procedures are not
effective.  You should not, however,
state the conclusion in your current disclosure, which appears to state that
your disclosure controls and procedures are effective except to the extent they
are not effective.

SEC Response No. 2

The Company notes the staff’s comments and
suggestions regarding the proposed amendment to Form 10-QSB for the
quarter ended January 31, 2005.  In
light of those comments, the Company now proposes the amended language set
forth below.  The Company has determined
that its disclosure controls and procedures were effective as of “the end of the
period covered by the Quarterly report on Form 10-Q for the quarter
ended January 31, 2005.”  The
language the Company included in the original filing, while accurate, did not
appear to narrowly address the issue as to whether its disclosure controls and
procedures were effective as of “the end of the period covered by the report.”  The revised language does.

a)     Evaluation of Disclosure Controls and Procedures.

Management, with the participation of the
Company’s chief executive officer, Rodney A. Young, and chief financial
officer, Dale H. Johnson, has evaluated the effectiveness of the design and
operation of the disclosure controls and procedures, as defined in Rules 13a-15(e) under
the Securities Exchange Act of 1934, as of the end of the period covered by
this report.  Management has concluded
that the Company’s disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports that the Company files
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the SEC and that the
disclosure controls are also effective to ensure that information required to
be disclosed in the Company’s Exchange Act reports is accumulated and communicated
to management, including the chief executive officer and chief financial
officer , to allow timely decisions regarding required disclosure.

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The Company hereby acknowledges that:

•                  it is
responsible for the adequacy and accuracy of the disclosure in the Company’s
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.

Please contact
the undersigned at (651) 766-3492 if you have any questions or need
additional information.

  Very truly yours,

  Angeion Corporation

  /s/ Dale H. Johnson

  Dale H. Johnson

  cc:

  Thomas G. Lovett, IV, Lindquist & Vennum

  John C. Penn, Audit Committee Chair

  Andrew LaFrence, KPMG, LLP

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