SecProbe.io

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							August 5, 2005

Ms. Patricia M. Hollister
Chief Financial Officer
FSI International, Inc.
3455 Lyman Blvd.
Chaska, Minnesota  55318-3052

	Re:	FSI International, Inc.
      File No.: 0-17276

Dear Ms. Hollister:

	In a letter dated July 18, 2005, you request that we waive
the
requirement in Rule 3-09 of Regulation S-X to file the audited
fiscal
2004 financial statements of mFSI LTD, a Japanese Company that FSI
International accounts for using the equity method, in FSI
International`s Form 10-K for the year ended August 28, 2004.  You
are making this request in response to a comment letter from the
Staff on FSI International`s Form 10-K for the year ended August
28,
2004.  In making your request, you cite the cost to provide
audited
financial statements of mFSI LTD; what you believe to be breakeven
performance of FSI International for the year ended August 28,
2004;
and the summarized information about mFSI LTD included in Note 9
of
FSI International`s audited financial statements for the year
ended
August 28, 2004.  On August 4, 2005, you confirmed that FSI
International`s equity in the income/loss of mFSI LTD is
determined
on the basis of mFSI LTD`s U.S.GAAP results.

	We do not believe the reasons you cite provide a sufficient
basis to waive the requirements of Rule 3-09 of Regulation S-X.
All
companies incur costs to comply with the requirements of the
Securities Exchange Act of 1934.  In your facts and circumstances,
we
do not believe the amount of those costs provides a basis to waive
the requirements of Rule 3-09 of Regulation S-X.  Because FSI
International continues to own mFSI LTD it appears reasonably
possible that mFSI LTD will meet the significance tests in Rule 3-
09
of Regulation S-X in future reporting periods.  For example, we
note
that FSI International`s pretax loss for the nine months ended May
28, 2005 continues to indicate that FSI International`s investment
in
mFSI LTD is significant under Rule 3-09.  Rule 3-09 contemplates
situations in which an equity investee may be significant in one
period, but not another, by requiring FSI International`s
management
to file the separate financial statements of mFSI LTD as of the
same
dates and for the same periods as the audited consolidated
financial
statements required by Rules 3-01 and 3-02 of Regulation S-X, but
only requiring those financial statements to be audited in the
fiscal
years in which the significance tests in Rule 3-09 are met.  We do
not believe that the facts and circumstances outlined in your
letter
provide a sufficient basis for departing from these requirements.

	Present in FSI International`s Form 10-K for the year ended
August 28, 2004 the mFSI LTD financial statements required by Rule
3-
09 of Regulation S-X.  Those financial statements may be prepared
using U.S. GAAP or a comprehensive body of accounting principles
other than U.S. GAAP.  If you choose to present mFSI LTD financial
statements prepared using a comprehensive basis of accounting
principles other than U.S. GAAP, the mFSI LTD financial statements
for any period for which the Rule 3-09 significance exceeds 30%
must
include an audited reconciliation to U.S. GAAP in accordance with
Item 17(c) of Form 20-F.

	If you have any questions regarding this letter, please call
me
at 202.551.3516.

						Sincerely,

						Todd E. Hardiman
						Associate Chief Accountant
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Ms. Patricia M. Hollister
Chief Financial Officer
FSI International, Inc
August 5, 2005
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