SecProbe.io

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Mail Stop 0306

      May 16, 2005

VIA U.S. MAIL and FACSIMILE (952) 361-8128

Patricia M. Hollister
Chief Financial Officer
FSI International, Inc.
3455 Lyman Boulevard
Chaska, Minnesota  55318

	RE:	FSI International, Inc.
		Form 10-K for the fiscal year ended August 28, 2004
		Filed November 9, 2004
		File No. 000-17276

Dear Ms. Hollister:

      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-K for the fiscal year ended August 28, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 16

Wind Down of Microlithography Business - Page 20
1. Explain, supplementally and in future filings, the events and
circumstances that arose during the period allowing you to use
inventory that you had fully written-off.  Discuss the total
inventory written-off to date, the amount sold, the amount
discarded,
and the amount still on your books.  For any inventory still held,
explain when and how you intend to dispose of it.  Is there any
future sales pending for the inventory? Please explain.
2. We note in the second quarter 2003 that you recorded an
impairment
of $7 million against your Texas facility.  This facility was
later
sold in second quarter 2005 for a gain of $7 million.  Please
explain
how you determined the fair market value of the facility and the
impairment recorded during the second quarter 2003.
Consolidated Financial Statements

Note 2. Wind Down of Microlithography Business - Page 47

3. Supplementally explain why you were able to reduce certain open
purchase order commitments and inventory buyback requirements
during
in the fourth quarter 2003. How did this impact your results of
operations?  Please clarify in future filings.

Note 3.  Transition Agreement with Metron Technology - Page 48
4. We note that you originally agreed to pay approximately $2.8
million in early termination fees by surrendering 1.154 million
shares of Metron Technology common stock.  Instead, you delivered
only 567,105 shares to settle the early termination fee.
Supplementally explain how you accounted for this transaction.
Demonstrate that your accounting complied with GAAP.

Note 8. Property, Plant and Equipment - Page 52
5. We note that you maintain demonstration and process
laboratories
for use by your customers and classify the lab equipment as fixed
assets.  We have the following comments:
      (a) Do you ever sell the lab equipment in your demonstration
labs to customers?
      (b) Over what period are you depreciating the lab equipment?
      (c) Where is the depreciation expense recorded in your
income
statement?
      (d) How do you account for evaluation systems placed with
customers?
(e) Tell us more about the increase in inventory related to
additional demonstration   tool placements as discussed in your
MD&A.

	We may have additional comments after reviewing your
response.

Note 9.  Investments in Affiliates - Page 52
6. We note that you have presented summarized financial
information
for mFSI LTD.   Supplementally discuss the consideration that
full
financial statements may be required under Rule 3-09 of Regulation
S-
X.  Provide numerical support for your conclusion.

Note 16.  Additional Sales Information - Page 58
7. SFAS 131 requires disclosure of long-lived assets by geographic
area.  This disclosure should present tangible assets only and
should
not include intangibles or investments.  See question 22 in the
FASB
Staff Implementation Guide to Statement 131. In future filings
please
disclose.

*    *    *    *

      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) 551-
3664
or me at (202) 551-3554 if you have any questions.

							Sincerely,

							Angela Crane
							Accounting Branch Chief

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Ms. Hollister
FSI International, Inc.
May 16, 2005
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