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						October 29, 2004

Via US Mail and Facsimile

Paul M. Drewek
Chief Financial Officer
1180 American Drive
Neenah, Wisconsin 54956

Re:	Outlook Group Corp.
	Form 10-K for the year ended May 31, 2004
Form 10-Q for the quarter ended August 28, 2004
	Commission file #: 000-18815

Dear Mr. Drewek:

We have reviewed the above referenced filing and have the following
comments.  We have limited our review to the financial statements and
related disclosures included within these documents.  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 filings.

Where expanded or revised disclosure is requested, you may comply with
these comments in future filings.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a revision
is unnecessary.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure.  Please be as detailed as necessary in your explanation.

We look forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
Form 10-K for the fiscal year ended May 31, 2004

Item 6.  Selected Financial Data, page 9

1. We note that you do not include cash dividends per share in your
selected financial data.  In future filings, please include cash
dividends declared per common share as part of your selected financial
data, as required by Item 301 of Regulation S-X.

Item 7.  MD&A, page 10

2. Please consider including an executive-level overview that provides
context for the remainder of the discussion.  The focus should be on
the most important, material matters on which your executives focus in
evaluating your financial condition and operating performance.

MD&A Results of Operations, page 11

3. We note that Web business sales decreased in 2004.  Please include
in future filings, the reasons that sales decreased.

4. We note that in 2004 you purchased finished goods from IMP to
provide additional services.  Please supplementally explain the
reasons for these purchases, including how they are accounted for, and
whether they affect the timing of revenue recognition.  As part of
your response, you should also indicate whether you actually pay IMP
for the inventory purchases or just recognize a liability equal to the
amounts purchased.  We may have further comment upon receipt of your
response.

5. We note your discussion of Fiscal 2003 results compared to Fiscal
2002 results includes factors such as general economic conditions and
competitive pressures.  In future filings, please expand your
disclosure on Fiscal 2004 compared to Fiscal 2003 results to discuss
how these factors and trends changed between the years and how much
effect they had on the results of Fiscal 2004 and the expectations for
the future.

MD&A Liquidity and Capital Resources, page 14

6. We note you provide a discussion of some of the changes in your
cash flow.  In future filings, please provide a more detailed
explanation for the change in working capital and consider including
discussions of the three major statements of cash flow captions (i.e.,
operating activities, investing activities and financing activities).
This discussion should not merely restate information that is obvious
from reviewing the financial statements.  For example, you explain
that operating cash flow was negatively impacted by increase in
accounts receivable and inventory, but you don`t further explain why
they increased, or how they relate to the overall increase in
operating cash flow.  Refer to Item 303 of Regulation S-K and the SEC
Interpretive Release No. 33-8350 dated December 19, 2003.

7. We note that you are pursuing the sale of one of your facilities.
Please supplementally tell us how these facilities are being accounted
for, including the carrying amount of the facility and any gains or
losses recognized.  See requirements in SFAS No.144.  We may have
further comment.

MD&A Risk and Other Cautionary Factors, page16

8. We note your disclosure that product sales mix can produce a range
of profit margins.  In future filings, if the effect is significant,
include a discussion in your Results of Operations section of how
product sales mix affected revenue and gross profit during the year.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

9. Your current disclosures regarding your exposure to interest rate
risk do not comply with the requirements of Item 305(a) of Regulation
S-K. In future filings, please revise your disclosures regarding your
exposure to interest rate risk so that they are presented in one of
the suggested formats outlined Item 305(a)(1) of Regulation S-K.

Financial Statements

Consolidated Balance Sheets

10. We note that you include intangible assets and goodwill in the
"other assets" line item on the balance sheet.  In future filings,
please present intangible assets separately on the face of the balance
sheet, if material.  Additionally, for intangible assets subject to
amortization, please disclose:  (1) The gross carrying amount and
accumulated amortization, in total and by major intangible asset
class; (2) The aggregate amortization expense for the period; and (3)
The estimated aggregate amortization expense for each of the five
succeeding fiscal years.  For intangible assets not subject to
amortization, disclose the total carrying amount and the carrying
amount for each major intangible asset class.  See Rule 5-02(15) and
(16) of Regulation S-X and paragraphs 44 and 45 of SFAS No. 142.

Consolidated Statements of Operations

11. We note that you present "net sales" on the face of the income
statement and describe the offer of a right to return products in Note
A.  Please supplementally tell us and disclose in future filings your
accounting policy and methodology for determining sales returns
allowances.

12. We note from page13 of your MD&A section that the Facility
Relocation and Legal Settlement line item on the Statement of
Operations, relates to the relocation of a former production facility
and related expenses such as severance, equipment renovations, "stay"
bonuses and start-up costs.  Please supplementally explain and include
in the notes to your financial statements in future filings: a) a
description of the major actions comprising the exit plan, activities
that will not be continued, including the method of disposition, and
the anticipated date of completion; b) a description of the type and
amount of exit costs recognized as liabilities and the classification
of those costs in the income statement; c) A description of the type
and amount of exit costs paid and charged against the liability; d)
The amount of any adjustment(s) to the liability; and e) for all
periods presented, the revenue and net operating income or losses from
activities that will not be continued if those activities have
separately identifiable operations.  Also, please confirm that
"relocation" costs recognized in 2002 were expensed as incurred rather
than accrued in advance of the period incurred.  If not, please
explain why you believe the treatment used was appropriate.  See
requirements in outlined in EITF 94-3 and SAB Topic 5P4.
13. Based on the disclosures included in the Business section of your
Form 10-K and in MD&A, it appears that the Company`s revenues include
those from both the sale of products and the provision of services. In
future filings, please revise your consolidated statements of
operations to include separate disclosure of revenues and costs of
sales associated with sales of products and services. Refer to the
requirements of Rule 5-03(b)(1) and (2) of Regulation S-X.
Additionally, you should also revise the notes to your financial
statements to include disclosure regarding revenues for each product
and service or each group of similar products and services. Refer to
the requirements of paragraph 37 of SFAS No.131.

Statement of Stockholders` Equity

14. We note you declared dividends in 2004 and 2003.  Please the
amount of dividends per share in the statement of stockholders`
equity.  See requirements outlined in Rule 3-04 of Regulation S-X.

15. We note that in Fiscal 2004 you have a purchase of treasury stock
that increases your shares of common stock as well as treasury stock.
Please supplementally tell us and disclose in future filings, the
details of that purchase of treasury stock and explain the basis for
the accounting treatment used.

Notes to the Financial Statements

Note A.  Summary of Accounting Policies

16. We note that you have some legal contingencies disclosed in Note
H.  In future filings, please disclose your policy for accruing legal
costs related to loss contingencies in the Summary of Accounting
Policies note.  See requirements in EITF Topic D-77.

17. We note that you do not mention advertising expenses in your notes
to the financial statements.  In future filings, if amounts are
significant, please disclose a) The accounting policy for reporting
advertising, indicating whether such costs are expensed as incurred or
the first time the advertising takes place and the total amount
charged to advertising expense for each income statement presented.
See requirements of SOP 93-7,    paragraph 49.

- Revenue Recognition

18. We note that you record revenue in accordance with the criteria in
SAB 104 and that "generally, these criteria are met at the time of
shipment".  Please supplementally tell us, and disclose in future
filings, those situations where revenue is being recognized at a time
other than shipment.  As part of your response, you should also
explain why you believe the treatment used for such transactions is
appropriate and in accordance with the guidance in SAB 104.
Additionally, please explain how revenue is recognized under long-term
contracts (such as the IMP contract) versus shorter term contracts.
Please include in your response and in your future disclosures how you
account for any rebates and performance bonuses in your long-term
contracts.

19. Revise the notes to your financial statements in future filings to
include the disclosures outlined in Rule 5-02(3)( c) and 5-02(6)(d) of
Regulation S-X with respect to your long-term contracts or explain why
you do not believe additional disclosures are required.

- Intangible Assets

20. We note your disclosure of an impairment of technology of $196,000
and $200,000 related to the amortization of a customer list and the
reference to Note B for further discussion, however Note B does not
separately identify or discuss these impairment charges or explain the
circumstances that resulted in these charges.  Please supplementally,
and in future filings, explain the reasons for the impairments of
technology and the customer list, as well as the income statement
caption in which the amounts of $196,000 and $200,000 are included.
As part of your response, please explain how the amounts of the
charges were determined.

- Stock Based Compensation

21. We note you disclose the pro forma effect on earnings if the fair
value method had been used.  In future filings please disclose the
information in a tabular format as required by SFAS 148.  As part of
your revised disclosure, please separately show (1) net income and
basic and diluted earnings per share as reported, (2) the stock-based
employee compensation cost, net of related tax effects, included in
the determination of net income as reported, (3) the stock-based
employee compensation cost, net of related tax effects, that would
have been included in the determination of net income if the fair
value based method had been applied to all awards, (4) pro forma net
income as if the fair value based method had been applied to all
awards, and (5) pro forma basic and diluted earnings per share as if
the fair value based method had be applied.

Note D.  Bank Revolver Loan

22. We note your disclosure of the interest rate on the debt
outstanding at May 31, 2004.  In future filings, please include the
weighted average interest rate on borrowings outstanding as of the
date of each balance sheet presented.  See Rule 5-02.19(b) of
Regulation S-X.

Note F.  Income Taxes

23. We note your disclose of $6,893,000 of available net operating
loss carryforwards.  In future filings, please disclose the expiration
date of these NOL carryforwards.  See requirements in paragraph 48 of
SFAS No. 109.

Note G.  Stock Options

24. We note your disclosure of option transactions under the option
plan.  In future filings, in addition to the information presented,
please disclose the options exercisable at the end of the year.  See
requirements at SFAS 123 paragraph 47(a).

Note H.  Commitments and Contingencies

25. We note that during Fiscal 2002 you recognized $500,000 legal
expense in the first quarter and negotiated a settlement of $500,000
with the insurance company in the third quarter.  Please
supplementally tell us and include in future filings the income
statement line items where these amounts were recorded.  Additionally,
please tell us how the recovery of $120,000 of legal fees was
accounted for.

26. We note on page 11 of your MD&A section that Fiscal 2004 selling,
general and administrative expenses include a $150,000 charge paid as
part of a settlement agreement with Silly Productions, Inc.  Please
supplementally provide us with the details of this settlement and any
related litigation and include a discussion of the settlement in the
notes to the financial statements in future filings.

Note I.  Operating Segments and Major Clients

27. We note your disclosure of the significant customer in Fiscal
2004.  In future filings, please include the identity of the segment
in which the sales are recorded.  See requirements of SFAS No. 131
paragraph 39.

Note L.  Sale of Paragon Direct

28. We note that the sale of Paragon Direct is a subsequent event.
Please supplementally explain the specific types of assets that were
sold and indicate when management determined that it intended to sell
the assets of the division.  Additionally, considering the guidance in
SFAS No. 144, please explain how the assets were accounted for at May
31, 2004 (i.e. as assets held for use or held for sale) and explain
why management believes treating the disposal of these assets as a
"sale" transaction is appropriate.  Refer to the guidance outlined in
SAB Topic 5E.  We may have further comment upon review of your
response.
29. Please tell us and revise the notes to your financial statements
to explain in further detail the amounts and period over which the
Company may be required to make payments to A.B. Data if Paragon
Direct sales are below specified amounts in the future. As part of
your response and your revised disclosure, you should also explain
your planned accounting treatment for these possible payments and
provide an assessment regarding the likelihood that such payments will
be required in future periods.

Statement of Management Responsibility for Financial Statements

30. We note you have included a statement of management`s
responsibility over the internal control structure and financial
reporting.  When addressing the requirements in Item 308 of Regulation
S-K in future filings, please ensure that you include a statement
identifying the framework used by management to evaluate the
effectiveness of the internal control over financial reporting, and
also a statement that your independent auditors have issued an
attestation report on management`s assessment of internal control over
financial reporting.  The attestation report made by your auditors
should also be included in your Form 10-K.  See SEC Release 33-8238.

Schedule II Valuation and Qualifying Accounts

31. We note from your notes to the financial statements that