SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

April 26, 2005

Mail Stop 03-06

Mr. Phillip L. McStotts
Chief Financial Officer
ZEVEX International, Inc.
4314 ZEVEX Park Lane
Salt Lake City, UT 84123

      Re:	ZEVEX International, Inc.
Form 10-K for the Year Ended December 31, 2004 and Related Filings
		File No. 001-12965

Dear Mr. McStotts:

      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 future
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-K for the Year Ended December 31, 2004

Item 9A. Controls and Procedures

1. We note your disclosure that "Based on that evaluation, and
subject to the limitations noted below, our management concluded
that
our disclosure controls and procedures are effective to ensure
that
material information about us and our subsidiaries is made known
to
management by others in our company on a timely basis for
preparation
of our periodic reports...we note that controls and procedures, no
matter how well conceived and operated, can provide only
reasonable,
not absolute, assurance that the objectives of controls and
procedures are met."  Please address the following comments:

a) By stating that your conclusion is "subject to the limitations
noted below," it does not appear that your management has reached
an
unqualified conclusion that your controls and procedures are
effective.  Please revise your disclosure in future filings 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.

b) 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.  Please revise future filings to limit your
conclusion to state simply whether the disclosure controls and
procedures were effective.  However, if you elect to retain
qualifying language in your disclosure, revise so that the
language
is fully consistent with the definition of disclosure controls and
procedures contained in Rule 13a-15(e).

c) Revise future filings to state clearly, if true, that your
disclosure controls and procedures are designed to provide
reasonable
assurance of achieving their objectives and that your principal
executive officer and principal financial officer concluded that
your
disclosure controls and procedures are effective at that
reasonable
assurance level.  In the alternative, remove the reference to the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.

2. We note your disclosure that "there have been no significant
changes in our internal control over financial reporting during
the
fourth quarter of 2004 or in other factors that could
significantly
affect those controls."  Revise future filings to discuss all
changes
in your internal control over financial reporting that have
materially affected, or that are reasonably likely to materially
affect, your internal control over financial reporting.  Refer to
Item 308(c) of Regulation S-K.

Consolidated Statements of Operations

3. We note in Note 2 that you completed the sale of the Physical
Evaluation segment on December 31, 2003 and recorded a non-
operating
loss of $4.7 million in the fourth quarter of 2003 on the
disposal.
It appears that you sold the business, JTech Medical Industries,
Inc., to the previous owner, Leonard C. Smith, a former employee,
officer and director of ZEVEX.  Additionally, we note that you did
not report the operations of the segment as a discontinued
operation.
Please tell us and disclose in future filings the following about
the
transaction:

a) Discuss whether you have significant continuing involvement in
the
business as defined in EITF 03-13 and paragraph 42 of SFAS 144.

b) How you determined the value of the purchase price to be paid
by
Mr. Smith.

c) When management made the decision to dispose of the business.

d) Why no impairment charge was required prior to the date of
sale.

e) Why you believe your presentation of the loss as non-operating
is
appropriate.  Refer to paragraph 45 of SFAS 144.

Note 1. Description of Organization and Business and Summary of
Significant Accounting Policies

Revenue Recognition

4. We note that certain of your foreign sales are made through
distributors, including Nestle.  We also note that in fiscal 2004
you
entered into strategic agreements with Numico, from which you
expect
to receive $3.5 million in revenue in fiscal 2005 and more than
$7.0
million in revenue in the following years.  Please tell us and
revise
future filings to disclose your revenue recognition policy
regarding
sales to Nestle, Numico and any other distributors.  Discuss any
post-shipment obligations relating to these sales, including right
of
return, price protection, volume pricing rebates and stock
rotation
rights.  Cite the accounting guidance in which you placed
reliance.

* * * * *
      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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 filing;

* 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

* 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 Tom Dyer, Staff Accountant, at (202) 824-
5564,
Kevin Vaughn, Reviewing Accountant, at (202) 824-5387 or me at
(202)
942-7903 if you have any questions.

							Sincerely,

							Michele Gohlke
							Branch Chief

??

??

??

??

Mr. Phillip L. McStotts
ZEVEX International, Inc.
April 26, 2005
Page 1 of 4

</TEXT>
</DOCUMENT>