SecProbe.io

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                                [OGC letterhead]

                                           November 30, 2004

VIA EDGAR AND OVERNIGHT DELIVERY

Max A. Webb, Esq.
Division of Corporation Finance
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington DC 20549

         RE:      OUTLOOK GROUP CORP.
                  COMMISSION FILE NO. 000-18815

Dear Mr. Webb:

         This letter responds to the comments which Commission Staff made in its
letter dated October 29, 2004 to me as Outlook Group Corp.'s chief financial
officer, relating to the OGC Form 10-K for the fiscal year ended May 31, 2004
and its Form 10-Q for the quarter ended August 28, 2004. Comments are made in
response to the numbered paragraphs in your letter. For convenient reference, a
copy of your letter is attached to the delivered copy of this letter. In this
letter, "we" refers to OGC and its management generally.

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    Comment
      No.                                OGC Response
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<S>           <C>
       1         We will comply with this comment in future filings.

       2         We will consider providing such an executive-level overview in
                 future filings.

       3         We will provide this type of information in future filings.

       4         OGC entered into an agreement with International Masters
                 Publishing Inc. (IMP) in March of 2003. The IMP agreement
                 provides that OGC will be the single source to print products,
                 and then collate, insert, package and mail the products direct
                 to IMP customers. IMP had previously had these print, finishing
                 and mailing operations performed at multiple locations and with
                 several different vendors; therefore, IMP had inventory located
                 at multiple locations. Because IMP wanted to close these
                 various locations, as part of the agreement, OGC agreed to
                 purchase the active remaining finished goods of IMP to use in
                 fulfilling orders to IMP customers.

                 Rather than pay cash up front for this purchased inventory, the
                 parties agreed that
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Max A. Webb, Esq.
November 30, 2004
Page 2

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    Comment
      No.                                OGC Response
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<S>           <C>
                 settlement would take place when this specific inventory was
                 fulfilled (i.e., shipped to IMP's customers). OGC purchased the
                 inventory at IMP's cost and recorded both the inventory and a
                 note payable to IMP at this cost. After providing additional
                 fulfillment operations, revenue is recognized after the
                 products are shipped to IMP customers. Title to this inventory
                 transferred to OGC and OGC was subject to risk of loss related
                 to the purchased inventory prior to completion of fulfillment
                 operations. The total revenue recorded includes the cost of the
                 finished goods purchased plus additional revenue for providing
                 additional fulfillment operations; simultaneously, OGC provides
                 IMP a credit against its account receivable balance for the
                 cost of any finished goods that were fulfilled using the
                 products purchased from IMP and OGC's note payable to IMP is
                 reduced by the same amount of this credit. For your
                 information, at the end of the first quarter, over 90% of the
                 IMP inventory had been worked off in the ordinary course of
                 business.

       5         We will provide this type of information in future filings.

       6         We will provide this type of information in future filings.

       7         OGC continues to pursue the sale of its Troy, Ohio facility.
                 OGC had leased this facility on a month-to-month basis to a
                 third party through February 2004 at which time that party
                 vacated the facility. As a result of the changed status of the
                 property, OGC performed an impairment review. The building was
                 depreciated up until the point of vacancy. The net value of the
                 land and building remains at approximately $800,000, the net
                 book value of the related assets when it was no longer an
                 income producing asset and is accounted for as a "held for sale
                 asset" under SFAS 144. The related net asset value is included
                 in OGC's net property, plant and equipment section of the
                 balance sheet. The net amount was not deemed material, and
                 therefore not disclosed separately. The carrying amount of the
                 land and building was less than 4% of the value of net
                 property, plant and equipment and less than 2% of the value of
                 total assets. OGC has not yet recognized any gains or losses on
                 the disposal of the land and building since they have not yet
                 been sold.

                 OGC has an appraisal of the property showing a market value
                 above book value. Until earlier this month, OGC had been
                 entertaining a bona fide third party offer, in excess of the
                 carrying value, for the property; however, it now appears that
                 the potential buyer will not proceed based upon its analysis of
                 the costs of modifications for the buyer's intended use.

       8         OGC's pricing is done on a customer-by-customer and
                 project-by-project basis, and there is no "standard pricing"
                 for most projects. Pricing variances among
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Max A. Webb, Esq.
November 30, 2004
Page 3

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    Comment
      No.                                OGC Response
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<S>           <C>
                 projects depend upon many factors including size and duration
                 of the project, the customer's timing requirements, the type
                 and novelty of work being done, the types of materials used in
                 the projects, the degree of customization required, and
                 numerous other factors. Therefore, general statements as to how
                 particular types of projects would affect margins would not be
                 a meaningful or accurate disclosure.

       9         We will comply with this comment in future filings.

      10         OGC's other asset section on the Balance Sheet of $1,185,000 is
                 comprised of $800,000 of goodwill and $385,000 of amortizable
                 intangibles including $314,000 of trade name relating to the
                 purchase of Paragon Direct in June 2002 (this was subsequently
                 sold at book value in June 2004), and $71,000 of fees relating
                 to a lease agreement. These items were not deemed material as
                 they comprised less than 3% of OGC's total assets. See also
                 Exhibit 1 (Table 10) attached to this letter. We will disclose
                 goodwill as a separate line item in future filings.

      11         In determining sales returns and allowances, OGC looks at
                 historical returns of product as a percentage of net sales and
                 accrues against current sales an estimated allowance for sales
                 returns. For example, the allowance for sales returns at May
                 31, 2004 was $120,000. We will also comply with this comment in
                 future filings.

      12         In April 2001, OGC announced that it was merging its Outlook
                 Packaging business unit into its Outlook Label business unit,
                 including relocation of Packaging operations to Label's Neenah,
                 Wisconsin facility. During fiscal 2002, OGC incurred facility
                 relocation charges of approximately $900,000 related to this
                 move. Approximately $300,000 relates to the facility relocation
                 along with severance costs, and approximately $600,000
                 associated with equipment renovations and start-up costs. These
                 costs include "stay" bonuses to certain Packaging employees in
                 Oak Creek, Wisconsin, to incent them to remain with the
                 operation through the move. In addition, the costs included
                 moving and reconfiguring certain items of machinery, its
                 subsequent installation in Neenah and certain infrastructure
                 changes in Neenah to accommodate the move. All items were
                 expensed as incurred. These items were previously disclosed in
                 OGC's Form 10-K for the fiscal year ended May 31, 2002.

      13         The term "services" is typically used in the printing and
                 packaging industries to describe "operations" that are
                 performed to produce a finished product. The revenues generated
                 by OGC are related to tangible products upon which certain
                 operations, or services, are performed. The vast majority of
                 products produced are of a custom or "job shop" nature. Also,
                 please see the related discussion to comment 8, above.

      14         We will comply with this comment in future filings.
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Max A. Webb, Esq.
November 30, 2004
Page 4

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    Comment
      No.                                OGC Response
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<S>           <C>
      15         The line item labeled "Purchase of Treasury Stock" in the 2004
                 Statement of Shareholders' Equity refers to exercises of
                 employee stock options in circumstance when, in accordance with
                 the option plan, the option holders used existing ("mature")
                 shares of common stock as payment of the option exercise price.
                 The shares listed under "common stock" in this line item
                 represent the total number of shares issued pursuant to those
                 options; the items shown under "treasury stock" refer to the
                 shares which were used by employees as consideration. Based on
                 your comment, we will change the title of this line item in
                 future filings to "Exercises of Stock Options" to better
                 reflect the facts; we will combine with other cash option
                 exercises if appropriate.

      16         We will comply with this comment in future filings.

      17         OGC does not have significant advertising expenses. If these
                 expenses ever become significant or material, we will comply
                 with this comment in future filings.

      18         Revenue from shipment of manufactured products is recognized
                 after title has passed to the client. In certain contracts, OGC
                 has certain guaranteed revenue from rebates and performance
                 bonuses that are recognized as earned through the year. In both
                 situations, the following exist: 1) evidence of a contractual
                 arrangement 2) either delivery of product or a rendering of
                 required services 3) a fixed and determinable price, and 4)
                 reasonable assurance of collectibility.

      19         Our "long-term contracts" are supply agreements lasting for a
                 period of time, as distinguished from isolated or one-time
                 purchase orders. They are not subject to
                 percentage-of-completion or progress-billing rules. OGC
                 long-term supply agreements are with clients to produce product
                 on an "as required" basis. Therefore, OGC does not believe
                 disclosures are required as outlined in Rule 5-02(3)c and Rule
                 5-02(6)(d) of Regulation S-X.

      20         Upon the acquisition of Paragon Direct on June 1, 2002 the
                 excess of the purchase price over asset values was attributed
                 to the "trade name", the "customer list" and the "technology."
                 When analyzing the results of OGC's Paragon division operations
                 as of May 31, 2003 the following facts and conclusions were
                 noted. The loss of eleven customers resulted in a reduction of
                 approximately 60% of base sales. The marketing and sales
                 strategy was modified at that time and the remaining customers
                 were not deemed to be a critical mass of business. The
                 intangibles related to the customer list were judged impaired
                 and were written off. At June 1, 2002 Paragon Direct had
                 recently completed the transition from mainframe list rental
                 software to server-based software and had completed the
                 development of certain customized software for several clients.
                 During the year
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Max A. Webb, Esq.
November 30, 2004
Page 5

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<CAPTION>
    Comment
      No.                                OGC Response
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<S>           <C>
                 after the acquisition, substantial flaws in the software were
                 uncovered that necessitated major rewrites and modifications.
                 The intangibles related to the technology therefore were judged
                 impaired and written off; the write off was an expense charged
                 against SG&A.

      21         In recent periods, this amount has not been material. We will
                 comply with this comment in future filings if it becomes
                 material.

      22         We will provide this information in future filings.

      23         We will provide this information in future filings.

      24         We will provide this information in future filings.

      25         The amounts of legal settlement expense and recovery related to
                 a lawsuit involving our relocated packaging facility. These
                 items were included under the line item "Facility relocation
                 and legal settlement costs" and were discussed in the MD&A.
                 Since the $120,000 legal fees were expensed as they were
                 incurred, they were included in net income when recovered. This
                 recovery was also included in the line item "Facility
                 relocation and legal settlement costs."

      26         The Silly Productions litigation was discussed in the 2003 10-K
                 in Item 3 and as a note to the financial statements. The
                 settlement of this matter was discussed in the second quarter
                 2004 10-Q; a copy of that discussion follows:

                          As previously reported, the Company was sued in fiscal
                          2003 by Silly Productions, Inc. and its owner Thomas
                          Riccio. The complaint alleged nine theories of
                          liability, all of which arose out of the actions of a
                          former employee of the Company who appears to have
                          stolen small amounts of certain materials dur