SecProbe.io

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										December 2, 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 your November 30, 2004 response letter and have the
following comments.  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.  We also 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 year ended May 31, 2004

Consolidated Statements of Operations

1. We note your response to our prior comment number 13. However, we
continue to believe that your consolidated statement of operations
should be revised in future filings to separately disclose revenue
associated with services and with the sale of products. Although your
response indicates that all of your operations consist of producing
tangible products upon which certain services are performed, we do not
understand how contracts under which you provide supply chain
management and similar services (as discussed on page 1 of your Form
10-K), result in the production of tangible products. If you continue
to believe segregation of product and service revenues and related
costs in your consolidated statements of income is not required
pursuant to Rule 5-03(b)(1) and (2) of Regulation S-X, please explain
in further detail your basis for this conclusion.

Additionally, as requested in our prior comment, please revise the
notes to your financial statements in future filings to disclose
revenues for each product or service you provide or each group of
similar products or services. If you believe that all of your products
and services are similar, please explain in detail your basis for this
conclusion. Refer to the requirements of paragraph 37 of SFAS No.131.
We may have further comment upon receipt of your response.

Revenue Recognition

2. We note from your response to our prior comment number 18 that your
revenues include certain guaranteed revenues from rebates and
performance bonuses that are recognized "as earned" throughout the
year. Please explain in further detail the nature and terms of the
rebates and performance bonuses that are included in your revenues and
explain in further detail how these rebates and bonuses are recognized
or "earned". Your response should also explain why you believe the
treatment used for these items is appropriate.

Intangible Assets

3. We note your response to our prior comment number 20. Please
confirm that you will revise future filings to include a discussion
regarding the facts and circumstances that resulted in the recognition
of impairment charges associated with technology and a customer list
during the year ended May 31, 2003. Your revised disclosures should be
provided in a level of detail similar to that included in your
response to our prior comment.

Note L. Sale of Paragon Direct

4. We have reviewed your response to our prior comment number 29 but
do not believe that your response adequately addressed the concerns
raised in our prior comment. As previously requested, 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 sales are below
specified levels in the future. Your response indicated only the "OGC
will make limited payments to Buyer if  Paragon`s continuing sales are
below specified amounts in the future" and does not adequately
quantify the amounts that may be payable or the future periods over
which these amounts may be paid. Additionally, your response indicates
that the contingency associated with this arrangement  "will be
accounted for in a manner similar to an earnings contingency - that
is, when the contingency is resolved" but does not explain why you
believe this treatment is appropriate, since this matter appears to be
a loss rather than a gain contingency. Please explain why you believe
it is appropriate to account for this contingency when resolved rather
than when the amounts are "probable and estimatable" as required by
paragraph 8 of SFAS No.5. Additionally, explain how any amounts
payable will be classified in your financial statements. We may have
further comment upon receipt of your response.

5. We note your response to prior comment number 32. Please clarify
what you mean by the statement indicating "Due to OGC`s practice of
recording any discounts taken prior to the closing of the quarter for
accounting purposes, cash discounts have not historically affected
quarter-end receivables or the accuracy of quarter-end sales." As your
response appears to indicate that you are not recognizing estimated
sales discounts at the time that the related sales transactions are
made, but are recognizing the discount when taken, which may be in a
different quarterly period than the related sale, please explain in
further detail why you believe the treatment used is not impacting
your quarterly sales.

* * * * * * * * * * * * * * * * * * * * * * *

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 that keys your responses to our comments and
provides any requested supplemental information.

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 for an
informed decision.  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 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 Claire Lamoureux at 202-824-5663 or me at 202-942-1936
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
Outlook Group Corp.
December 2, 2004
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