SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

January 7, 2005

Mr. Douglas R. Schrank
Chief Financial Officer
Perrigo Company
515 Eastern Avenue
Allegan, Michigan 49010

Re:	Perrigo Company
	Form 10-K for the fiscal year ended June 26, 2004
	File No. 000-19725

Dear Mr. Schrank:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure, we
think you should revise your document in response to these
comments
in future filings beginning with your Form 10-K for the fiscal
year
2005. In a supplemental letter, please either confirm that you
will
comply with these comments in future filings or, if you disagree,
we
will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In some of our
comments,
we ask you to provide us with supplemental information so we may
better understand your disclosure.  Please provide us this letter,
that keys your responses to our comments, within 10 business days
of
the date of this letter or tell us when you will provide a
response
prior to the expiration of the 10-day period.  Detailed letters
greatly facilitate our review.  Please file your letter on EDGAR
under the form type label CORRESP.  Please understand that we may
have additional comments after reviewing your responses to our
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
filings.
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-K for the year ended June 26, 2004
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies
Revenue recognition
1. We believe that your disclosure related to estimates that
reduce
gross revenue such as product returns, chargebacks, customer
rebates
and other discounts and allowances could be improved as follows:
a) Disclose the nature and amount of each accrual at the balance
sheet date and the effect that could result from using other
reasonably likely assumptions than what you used to arrive at each
accrual such as a range of reasonably likely amounts or other type
of
sensitivity analysis.
b) Disclose the factors that you consider in estimating each
accrual
such as historical return of products, levels of inventory in the
distribution channel, estimated remaining shelf life, price
changes
from competitors and introductions of generics and/or new
products.
c) To the extent that information you consider in b) is
quantifiable,
disclose both quantitative and qualitative information and discuss
to
what extent information is from external sources (e.g., end-
customer
prescription demand, third-party market research data comparing
wholesaler inventory levels to end-customer demand). For example,
in
discussing your estimate of product that may be returned, consider
disclosing and discussing, preferably by product and in tabular
format, the total amount of product (in sales dollars) that could
potentially be returned as of the balance sheet date and
disaggregated by expiration period.
d) If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customer`s ordinary course of
business inventory level.  Discuss your revenue recognition policy
for such shipments.
e) You should consider disclosing a roll forward of the accrual
for
each estimate for each period presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.

f) In your discussion of results of operations for the period to
period revenue comparisons, discuss the amount of and reason for
fluctuations for each type of reduction of gross revenue, such as
product returns, chargebacks, customer rebates and other discounts
and allowances, including the effect that changes in your
estimates
of these items had on your revenues and operations.
Allowance for Doubtful Accounts, page 26
2. It appears your bad debt provision and reserves for bad debt
have
decreased compared to prior year despite increasing net sales.
Please expand your disclosures so as to provide readers better
insight into this critical accounting estimate and its impact on
results of operations.

Notes to Consolidated Financial Statements

Accrued Expenses
3. Accrued expenses approximate 23% of total current liabilities
as
of June 26, 2004.  Please disaggregate this amount consistent with
Rule 5-02-20 of Regulation S-X.

Note F - Retirement Plans, page 48
4. Please provide the disclosures required by paragraph 5 of SFAS
132(R).

Note G - Income Taxes, page 48
5. We note your valuation allowance for carry forwards.  Please
provide us your analysis as to why this allowance continues to
increase and is necessary.  In your response, please consider your
reported pre-tax income for all years presented since 2000, as
well
as the guidance of SFAS 109, paragraph 17(e) and the applicable
paragraphs thereafter.

      You may contact Jason Lawson, staff accountant, at (202)
824-
5226 or Lisa Vanjoske, Assistant Chief Accountant at (202) 942-
1972
if you have questions regarding the comments. In this regard, do
not
hesitate to contact me, at (202) 942-1803.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Douglas R. Schrank
Perrigo Company
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