SecProbe.io

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November 10, 2004

Mr. James Rosenberg
Senior Assistant Chief Accountatn
Securities and Exchange Commission
Division of Corporate Finance

Re:   Techne Corporation
      Form 10-K for the Year Ended June 30, 2004
      File No. 0-17272

Dear Mr. Rosenberg:

This letter is in response to the comment letter received by us dated October
27, 2004, containing comments to our Form 10-K for the year ended June 30,
2004.  For your convenience, we have reproduced each of the Staff's comments
from the comment letter.  Each item number set forth below is in response to
the corresponding item number in the comment letter.

Short-Term Investments, pg.32

1.  Comment:

    Please provide, supplementally, management's assessment of compliance to
    paragraph 17 of SFAS 115 as amended by SFAS 135, given that the Company
    currently characterizes debt instruments with maturities of three months
    to three years as short-term.

    Response:

    We are currently analyzing our classification of investments with
    maturities of greater than one year and are discussing it further with our
    external auditors.  We will respond to this comment within five business
    days.

Inventories, pg. 32

2.  Comment:

    We note that you produce quantities in excess of forecasted usage.  Please
    tell us and clarify in the filing why you believe your inventory balance
    in excess of forecasted usage does not require an  impairment.  Also, tell
    us why you believe a two-years' sales forecast is appropriate and how the
    sales forecast is used in determining whether or not impairment exists.

    Response:

    The portion of Techne inventory for which excess quantities are produced
    is the inventory of proteins and antibodies.  Inventories of these
    products in excess of forecasted usage have been impaired on the balance
    sheet.  The total value of protein and antibody inventory on hand at June
    30, 2004 was $10.4 million of which $8.6 million (as noted on pg. 23) was
    determined to be in excess of forecasted usage.  Therefore, only $1.8
    million of protein and antibody inventory was included in the June 30,
    2004 finished goods inventory balance.

    A two-year sales volume forecast (in micrograms) is developed for each
    individual protein and antibody Techne sells (currently over 4,600
    different SKU's) based upon the historical sales of each of the individual
    products.  Any volume on hand for each product above the forecast is
    considered "in excess" and is excluded from the inventory value on the
    balance sheet at period end.

    Individual sales volumes of proteins and antibodies can be volatile and
    difficult to predict, especially on newly released products for which
    there is not a lengthy sales history.  Sales volumes of products that do
    have a longer history can also vary significantly if the product is found
    to be of interest in new research areas or interest in an area of research
    declines.  Techne has used a two-year volume forecast to value protein and
    antibody inventory because we feel forecasting beyond that time period is
    highly uncertain due to the rapid pace of biotechnology advances.  An
    analysis at June 30, 2004, of the value of inventory on hand, inventory on
    the balance sheet and inventory considered "in excess" based on a two-year
    forecast follows:

    $ Sales of               FY04 Protein/  Value of     Valued
    Individual        #       Ab. Sales     Inv. on      on B/S    Excess
    Product.       of SKU's  (millions)    Hand (000's)  (000's)   (000's)
    -------------- --------  ------------- ------------  -------   -------
    >$71,500          157    $35.5 (58%)     $ 1,223     $  559    $  664
    $25,000-71,500    259     11.0 (18%)       1,035        368       667
    $1-25,000       3,497     15.1 (24%)       7,233        824     6,409
    $0                749                        910          5       905
                    -----    -----           -------     ------    ------
                    4,662    $61.6           $10,401     $1,756    $8,645
                    =====    =====           =======     ======    ======

    The final two lines of the above analysis shows that $7.3 million of the
    $8.6 million "excess" inventory was from protein and antibody products
    (over 4,200) that, individually, had sales of less than $25,000 in fiscal
    2004. These are slow moving and/or newer products for which likelihood of
    selling all or a majority of the inventory on hand is highly uncertain and
    therefore, based on a two-year forecast, only a small percentage of the
    inventory on hand is included on the balance sheet.  A small number of
    products (157) accounts for 58% of protein and antibody sales. These
    products would tend to have more predicable sales patterns and a higher
    likelihood of selling more of the inventory on hand and therefore, the two
    year forecast results in a higher percentage of on-hand inventory valued
    on the balance sheet.  We have concluded that we have a significant
    portion of protein and antibody inventory on-hand that has low-volume
    movement.  ARB No. 43, chapter 4, paragraph 8 requires the inventories be
    priced at cost or market, whichever is lower, when the utility of the
    inventory is no longer as great as its cost.  KPMG LLP's local audit
    engagement team has reviewed the propriety of the two-year forecast and
    our application of ARB No. 43.  Based on the above, we believe the use of
    a two-year sales volume forecast to value protein and antibody inventory
    is appropriate.

Investments, pg. 33

3.  Comment:

    Please tell us your basis for recording your equity pick-up in investees
    as research and development expenses instead of equity/loss in investments
    on your Statement of Operations.

    Response:

    Techne's equity method investees are development stage companies, and in
    each case, along with the investment, we signed a research agreement,
    which gives us rights to develop and sell products in certain markets
    based on their discoveries and/or patents.  Since the development of
    products by these companies and the losses they incur during the
    development stage could lead to our development of additional products, we
    believe including our percentage of the investees' losses in research and
    development during their development stage is appropriate.  Our intent was
    that, at the point in time when these companies are no longer development
    stage, we would include our share of their results in other expense/income
    on the Statement of Operations.  Historically, the losses included in
    research and development expense were not material to the financial
    statements of Techne as a whole and were prominently disclosed in
    Managements' Discussion and Analysis in all 10-K and 10-Q filings.  In the
    quarter ended September 30, 2004, losses are no longer be included in
    research and development  because (i) the investment in Discovery Genomics
    was written off as of June 30, 2004, (ii) we accounted for ChemoCentryx on
    a cost basis beginning in May 2004 as described in our response to Comment
    4 below and (iii) since Hemerus began selling product during the quarter
    we will be including our share of their results in other expense/income on
    the Statement of Operations.

4.  Comment:

    Please clarify to us and in the filing why, prior to April 2004, you
    believe it was appropriate to record 100% of the losses of CCX in your
    financial statements, as disclosed in your March 31, 2004 Form 10-Q.
    Please provide to us your analysis as to why your investment in CCX did
    not qualify as a variable interest entity, as the Company is absorbing
    100% of the operation losses of CCX.  Additionally, please explain to us
    and in the filing why it was appropriate to account for the Company's
    19.9% equity investment in CCX on the cost basis subsequent to April 2004.

    Response:

    Background:

    We invested in the Preferred Stock (Series A) of ChemoCentryx, Inc. (CCX)
    beginning in 1997 and from July 1999 through January 2001, had a 49%
    interest in CCX.  We accounted for this investment under the equity method
    of accounting and included 100% of the operating results of CCX in our
    consolidated financial statements due to the limited amount of cash
    consideration provided by the holders of the common shares of CCX.  This
    was discussed in our response dated February 26, 2002 to your previous
    comment letter dated February 12, 2002.

    In February 2001, CCX obtained $23 million in financing through the
    issuance of 8.8 million shares of Series B Preferred Stock. After this
    financing and through April 2004, the Company held approximately 26% of
    the outstanding stock of CCX and accounted for CCX under the equity method
    of accounting and included CCX operating results in consolidated
    financials statements based on our ownership percentage.

    In May and June of 2004, CCX completed a Series B offering and raised
    $38.5 million.  We  participated in this offering and purchased 1.947
    million shares at $2.60 per share, or $5.06 million. After this offering,
    our ownership percentage dropped to 19.93%. CCX does not anticipate
    needing to raise additional funding until 2007 and we do not have any
    current plans to provide additional funding to CCX in the near term.

    We have been issued warrants to purchase 1,666,665 shares of CCX Preferred
    Stock (Series A) at $5.00 per share, which expire on December 31, 2005.
    Since a recent financing was effected at $2.60 per share and our right to
    demand registration of shares underlying the warrants was adversely
    changed in connection with the financing, we have concluded that it is
    unlikely that we will exercise the warrants.

    Each holder of shares of Preferred Stock (Series A and B) are entitled to
    the number of votes equal to the number of shares of Common Stock into
    which such shares of Preferred stock could be converted and have the
    voting rights and powers equal to the voting rights and powers of Common
    Stock.  This converts one to one, except with regards to voting for Board
    members.  Techne's Series A entitles us to designate one director and in
    the Series B offerings two venture capital firms are entitled to each
    designate a director.

    Accounting Analysis:

    Per paragraph 17 of APB No. 18, "The Equity Method of Accounting for
    Investments in Common Stock," "..an investment of less than 20% of the
    voting stock of an investee should lead to a presumption that an investor
    does not have the ability to exercise significant influence unless such
    ability can be demonstrated." Techne's investment in CCX as of May 2004
    was below 20% and thus the Company moved to the next step to analyze the
    qualitative factors regarding their investment in CCX.

    FIN 35, "Criteria for Applying the Equity Method of Accounting for
    Investments in Common Stock".   Paragraph 4 of FIN 35 gives examples of
    indications that an investor may be unable to exercise significant
    influence over the operating and financial policies of an investee. The
    following is an analysis of each of the examples:

    1. Opposition by the investee, such as litigation or complaints to
       governmental regulatory authorities, challenges the investor's ability
       to exercise significant influence.

       During the Series B fund raising process, Techne encountered
       opposition from CCX's management team and other board members
       regarding Techne's desire to have input on limiting the number of
       options authorized for the Employee Stock Option Plan and the price
       and terms at which such options were granted. The CCX May 2004 Amended
       Articles of Incorporation does have a 5.5 million limit on the number
       of authorized shares, but this is a significantly higher number of
       shares than what Techne had proposed in the negotiations and
       furthermore, there is no directive regarding option grants or pricing.

    2. The investor and investee sign an agreement under which the investor
       surrenders significant rights as a shareholder.

       From the Series A offering to Techne's investment in the Series B
       offering, the date to demand registration of shares was extended from
       November 15, 2004 to November 15, 2006 (this goes beyond the
       expiration date of Techne's Series A warrants which expire on December
       31, 2005). Techne considers this to seriously reduce the potential
       value of their Series A warrants.  Techne negotiated to reprice and
       obtain an extension of the expiration date of its warrants, but this
       was strongly rejected by CCX's management and the group of venture
       capital fund investors.  Warrants with a much later expiration date
       and exercise price of $2.60 per share were issued to the party, a
       director of CCX elected by the holders of Common Stock, who brought in
       the venture capital funds.

    3. Majority ownership of the investee is concentrated among a small group
       of shareholders who operate the investee without regard to the views of
       the investor.

       Aside from Techne, a group of venture capital firms, some of which are
       related and all of which are highly cooperative with each other,
       controls approximately 55% of CCX. This group tends to drive the
       operations of CCX without regard to Techne's interests.  This is the
       group which rejected Techne's efforts to modify the terms of its
       warrants.

    4. The investor needs or wants more financial information to apply the
       equity method than is available to the investee's other shareholders
       (for example, the investor wants quarterly financial information from
       an investee that publicly reports only annually), tries to obtain that
       information, and fails.

       Techne does receive financial information from CCX, albeit sometimes
       late and after substantial effort.

    5. The investor tries and fails to obtain representation on the investee's
       board of directors.

       Prior to the recent financing, Techne had the right to designate one
       of five directors.  After the financing, Techne has the right to
       designate one of six members of the CCX board of directors while the
       venture firms have the right to designate two directors plus three
       "non-voting" observers.  In addition, the individual who was
       compensated for bringing in the venture firms as investors is one of
       the three remaining directors, all of who are elected by holders of
       Common Stock.  Techne has no vote in the election of directors by
       holders of Common Stock.  A Techne board member had participated on
       the CCX Compensation Committee prior to the May 2004 CCX financing,
       but is no longer a member of the Compensation Committee and does not
       anticipate being involved in any other subcommittees of the CCX Board
       in the future.  Furthermore, as of July 2004, CCX has recruited and
       added a 7th Board member.  The 7th member of the Board further dilute
       Techne's ability to influence the operating decisions of CCX.

    In addition to these examples in FIN 35, the Company analyzed EITF 96-16,
    "Investor's Accounting for an Investee When the Investor Has a Majority of
    the Voting Interest but the Minority Shareholder or Shareholders Have
    Certain Approval or Veto Rights."  Within EITF 96-16, Techne specifically
    reviewed its minority rights in regards to being Protective Rights versus
    Su