SecProbe.io

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										January 7, 2005

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 December 15, 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 Comment 1 that the cost of services
performed in connection with producing products for customers is
built into the pricing of the product and it would not be possible
to
identify the revenue breakdown.  However, we believe that you may
need to consider your products and services as multiple elements
of a
revenue arrangement that may need to be divided into separate
units
of accounting.  Please supplementally explain to us the analysis,
if
any, that has been performed on your products and services to
determine whether the criteria has been met that requires
delivered
items to be considered a separate unit of accounting, as set forth
in
paragraph 9 of EITF 00-21.  Additionally, if you determine that
the
products and services are separate units of accounting, 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.  Refer to the requirements of
paragraph
37 of SFAS No. 131.
Note L.  Sale of Paragon Direct

2. We note your response to Comment 4 regarding the payment terms
and
maximum annual exposure to the buyer of Paragon Direct.  However,
we
are not clear on at what point it is determined that a penalty or
bonus payment is due to or from the buyer.  Please tell us how and
when you plan to recognize amounts due to or from the buyer.
Additionally, your discussion regarding contingently returnable
amounts and your belief that they are effectively the same as
contingently payable amounts, relies on literature that does not
appear to be on point, and does not address how you will account
for
these payments.  Please supplementally tell us why you have not
considered paragraph 8 of SFAS No. 5 and how you will account for
these contingent payments going forward.  Your disclosures in
future
filings should include the terms of the agreement, the maximum
annual
exposure, and your accounting treatment.  We may have further
comment
upon receipt of your response.

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

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
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Outlook Group Corp.
January 7, 2005
Page 1

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