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[VIA EDGAR]

Mr. Jim B. Rosenberg

Senior Assistant Chief
Accountant

Division of Corporation
Finance

Securities and Exchange
Commission

450 Fifth Street, NW

Washington, D.C.  20549

  Re:

  Biosource
  International, Inc. Form 10-K for the fiscal year ended December 31, 2004
  (File No. 0-21930)

Dear Mr. Rosenberg:

We are writing on behalf of BioSource International, Inc. (“BioSource”
or the “Company”) in response to your letter, dated April 26, 2005,
regarding the Company’s Form 10-K for the year ended December 31, 2004.

To facilitate your review of the Company’s response, we are including
your comments in italics, followed by each response.

Allowance for Inventory, pg. 17

  Comment:

  “1.

  We noted your accounting policy regarding your
  reserve for 100% of the costs of manufactured antibody inventory. Please
  explain to us management’s basis for this policy and how it complies with
  GAAP, specifically Chapter 4 of ARB 43. Regarding this inventory to help us
  understand the effect of this estimate on your financial statements, please
  provide us a roll forward of the reserve from January 1, 2002 through
  December 31, 2004 showing the amount you charged to operations for each
  period in recording the reserve and the amount and nature of any other adjustments.
  Also provide us a schedule that shows the revenue and cost of sales related
  to this inventory that you recorded during each period. Finally, tell us
  where in the filing you provided information similar to that in the roll
  forward and for the revenue and cost of sales so that an investor can
  understand the effects of recording antibody inventory at a zero cost.

June
29, 2005

Response:

Historically, it was
BioSource’s policy to fully reserve the cost of its manufactured antibody
inventory.  In response to your comment
letter the Company performed additional analysis of the actual loss experience
associated with manufactured antibody inventory and concluded that the Company’s
previous 100% reserve policy was not appropriate.

The effects of the adjustments to manufactured antibody inventory
reserves on previously reported consolidated financial statements as of
December 31, 2004 and 2003 and for each of the years in the three-year period
ended December 31, 2004 are summarized below:

  December
  31,

  2004

  2003

  As
  Previously

  As
  Previously

  Reported

  As
  Restated

  Reported

  As
  Restated

  Balance Sheet:

  Inventories,
  net

  $

  7,535

  $

  7,857

  $

  9,074

  $

  9,411

  Deferred
  income taxes, net

  1,947

  1,822

  2,363

  2,229

  Total
  current assets

  22,342

  22,539

  21,694

  21,897

  Total
  assets

  43,352

  43,549

  44,333

  44,536

  Accumulated
  deficit

  (4,867

  )

  (4,670

  )

  (4,452

  )

  (4,249

  )

  Total
  stockholders’ equity

  36,231

  36,428

  38,302

  38,505

  Total
  liabilities and stockholders’ equity

  43,352

  43,549

  44,333

  44,536

  Years Ended December 31,

  2004

  2003

  2002

  As Previously

  As Previously

  As Previously

  Reported

  As Restated

  Reported

  As Restated

  Reported

  As Restated

  Statement of
  Operations:

  Cost of goods
  sold

  20,315

  20,330

  19,058

  19,177

  15,325

  15,306

  Gross profit

  24,067

  24,052

  22,201

  22,082

  21,711

  21,730

  Income from
  continuing operations

  723

  708

  (1,344

  )

  (1,463

  )

  1,293

  1,312

  Provision
  (benefit) for income taxes

  404

  395

  (670

  )

  (714

  )

  15

  24

  Income from
  continuing operations before other items

  396

  391

  (750

  )

  (825

  )

  1,401

  1,412

  Net loss

  (415

  )

  (420

  )

  (1,070

  )

  (1,145

  )

  (1,052

  )

  (1,041

  )

The
effect of the restatement adjustments to our consolidated balance sheet as of
December 31, 2001 was to decrease accumulated deficit by $0.3 million.

On
June 28, 2005, the Company filed Form 10-K/A Amendment No. 2 to reflect
adjustments due to changes in the Company’s accounting policy for manufactured
antibody inventory.  The Company has
adopted the following accounting policy, which the Company believes more
accurately reflects the application of generally accepted accounting principles
and the actual loss experience incurred by the Company in connection with its
inventory:

Inventories are stated at
the lower of cost (determined by the first-in, first-out method) or market (net
realizable value).  At each balance sheet
date, the Company evaluates ending inventories for excess quantities and
obsolescence. This evaluation includes analyses of sales levels by product,
projections of future demand and age of inventory. If inventories on hand are
in excess of forecasted demand, the Company provides appropriate reserves for
such excess inventory. If the determination is made that inventory is obsolete,
these inventories are reserved for in the period the determination is made.
Inventories are shown net of reserves of $7.8 million and $9.4 million at
December 31, 2004 and 2003, respectively.

2

  Comment:

  “2.

  Please provide us an analysis explaining the
  period to period changes in cash flows from operating activities to enable us
  to understand the underlying reasons for period to period fluctuations as
  opposed to a discussion of a) the changes in the adjustments to reconcile net
  income (loss) to net cash provided by operating activities and b) changes in
  operating assets and liabilities.
  Please refer to Section IV of the Securities and Exchange Commission’s
  Guidance Regarding Management’s Discussion and Analysis of Financial
  Conditions and Results of Operations (Release Nos. 33-8350; 34-48960; FR
  72).  Please tell us why you did not
  include this analysis in your filing or where in your filing you accomplish
  this objective.

Response:

In
BioSource’s Form 10-Q for the quarter ended March 31, 2005 that was filed on
June 28, 2005 (as well as in its Form 10-K/A Amendment No. 2 for the year ended
December 31, 2004 reflecting restated financial statements, as described in our
response to Comment 1), the Company has adopted an approach to its discussion
of cash flows from operating activities in “Liquidity and Capital Resources”
that is somewhat different from the approach adopted in previous Form 10-K and
Form 10-Q filings of the Company.  While BioSource
believes that much of the relevant information is provided in the Company’s
previous filings, it understands that the modified approach and format reflected
in the Company’s March 31, 2005 Form 10-Q filing are preferable from the
perspective of the Securities and Exchange Commission (the “Commission”)
and provide a clearer discussion of reasons for period-to-period fluctuations
in cash flows from operating activities.

BioSource
has included in its Form 10-K/A Amendment No. 2 for the year ended December 31,
2004 and in its Form 10-Q for the quarter ended March 31, 2005 disclosure
language restating this modified approach as follows:

“Operating activities:  Cash flows from operating activities can
fluctuate significantly from period to period, as net income (loss), tax timing
differences and other items can significantly impact cash flows. In 2004 cash
provided by operating activities was $4.7 million, an increase of $3.8 million
from cash provided by operating activities in 2003.  The $3.8 million increase was primarily due
to an increase in net income from continuing operations of $1.2 million
primarily associated with increased sales, a $1.1 million net change in
operating assets and liabilities and an increase in non-cash operating items of
$1.4 million.  The increase in non-cash
operating items was principally related to the effect of deferred taxes.   The increase in our cash flows from changes
in our operating assets and liabilities was primarily due to improvement in
working capital management driven by management’s continued efforts to reduce
net inventory. In addition, cash flows increased as accounts payable and
accrued expenses increased $1.0 million due to the timing of payments to vendors.  This was partially offset by an increase in
accounts receivable of $0.8 million which was primarily associated with
increases in sales between 2003 and 2004 and the issuance of $0.5 million of
notes receivable in connection with the sale of our custom antibodies and
peptides business.

3

In
2003 cash provided by operating activities was $0.8 million, a decrease of $2.4
million from 2002.  This change was
primarily due to lower non-cash operating items of $3.4 million, which was
partially offset by a lower 2003 loss from continuing operations of $0.2
million and a positive net change to our operating assets and liabilities of
$0.8 million.  The increase in our cash
flows from changes in operating assets and liabilities was primarily driven by
improvement in working capital management driven by management’s efforts to
reduce net inventory.  In addition, cash
flow from income taxes improved $0.4 million in 2003 as a result of the
realization of certain income tax receivables during the year.  This was partially offset by a decrease in
accounts payable of $1.2 million, which was primarily due to the timing of
payments to vendors.

Investing activities: The increase in net cash used in investing
activities of $0.5 million in 2004 compared to 2003 resulted partially from a
$0.2 million increase in our investments in production equipment to support the
growth of the business.  In addition, in
2003 we generated proceeds from the sale of equipment of $0.3 million, which
reduced the 2003 net cash used in investing activities.

The decrease in net cash
used in investing activities of $1.6 million in 2003 as compared to 2002
resulted primarily from a reduction in 2003 in capital expenditures of $1.3
million as well as the receipt of $0.3 million in proceeds in 2003 from the
sale of equipment. The decrease in 2003 capital expenditures was primarily
attributable to the build-out of a new lab in 2002 related to our custom
oligonucleotide operations, which involved significant expenditures.

Financing activities Net cash used
in financing activities increased $0.2 million in 2004 compared to 2003.  Our financing activities consisted of
purchases of our common stock under our stock repurchase program, which were
partially offset by proceeds received from the exercise of stock options and
the purchase of shares under our employee stock purchase plan.  As we generated increased operating cash flow
in 2004 compared to 2003, we increased the amount of our stock repurchases by
$0.6 million.  This was partially offset
by an increase of $0.4 million from cash received from stock option exercises
and purchases under the employee stock purchase plan.  In 2003, net cash used in financing
activities decreased $1.9 million from 2002.
The reduced net financing outflows were primarily due to a decrease in
stock repurchases of $1.1 million as well as an increase from cash received
from stock option exercises and purchases under the employee stock purchase
plan of $0.8 million.  The modification
of terms of the warrant agreement that resulted in a dividend, similar to a
dividend on a preferred equity security, is a non-cash transaction and as such
has no impact on the balance sheet, statement of stockholders’ equity or cash
flows.”

As
described above, in addressing the Staff’s comments and to complete the Company’s
restatement of its financial statements and related information, on June 28,
2005 the Company filed its Form 10-K/A Amendment No. 2 for the year ended
December 31, 2004 and its Form 10-Q for the quarter ended March 31, 2005.

The
Company acknowledges that (1) the Company is responsible for the adequacy and
accuracy of the disclosure in its filings with the Commission, (2) the Staff’s
comments or changes to the Company’s disclosure in response to the Staff’s
comments in the filings reviewed by the Staff do not foreclose the Commission
from taking any action with respect to such filings and (3) the Company may not
assert the

4

Staff’s
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities law of the United States.

Please
feel free to call Alan Edrick, Executive Vice President and Chief Financial
Officer of the Company, at 805-383-5249 or me at (650) 813-5138 or (310)
284-6110 if you require additional information or clarification of the Company’s
responses.

  Sincerely,

  Mark J. Mihanovic

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