SecProbe.io

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March 28, 2005

Mail Stop 0306

Mr. Zsolt Rumy
President and Chief Executive Officer
Zoltek Companies, Inc.
3101 McKelvey Road
St. Louis, MO 63044

	RE:	Zoltek Companies, Inc.
		Form 10-K for the Fiscal Year Ended September 30, 2004
Form 10-Q for the Fiscal Quarter Ended December 31, 2004
		File No. 000-20600

Dear Mr. Rumy:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended September 30, 2004

Item 8. Financial Statements and Supplementary Data - Page 25

Zoltek Companies, Inc. Report of Management - Page 25

1. We note your statement that "[t]he Company maintains accounting
and internal control systems that it believes are adequate..."
Please
note that we have not objected to this disclosure since you were
not
required to include management`s assessment of the effectiveness
of
your internal control over financial reporting and the other
disclosures required by Item 308(a) of Regulation S-K in this Form
10-K.  Please also note, however, that you will be required to
include a statement as to the effectiveness, rather than the
adequacy, of your internal control over financial reporting in all
future filings in which you are required to include the internal
control over financial reporting disclosures called for under Item
308(a) of Regulation S-K.  Please prepare your future filings
accordingly.
2. In future filings, please revise your "Report of Management" to
eliminate the last sentence of the fourth paragraph as management
generally should refrain from including disclosures that attempt
to
interpret or otherwise explain the meaning of the statements
included
in the audit report.

Note 1. Summary of Significant Accounting Policies - Page 31

Revenue Recognition - Page 31

3. Your accounting policy for revenue recognition should address
the
criteria in SAB Topic 13.A and explain how the company applies the
criteria to its specific situation. Your policy should also
discuss
how you account for revenue derived from each significant type of
revenue. Also, please tell us and, if significant, disclose in
future
filings your accounting policies for rights of return, acceptance,
installation and warranty provisions, if any. Please also address
how
you account for change orders, claims, revisions to estimates, and
provisions for anticipated losses on contracts.

Note 2. Financing and Liquidity - Page 35

4. For each issuance of convertible debt, including issuances
subsequent to September 30, 2004, please tell us the significant
terms of the conversion rights, including when the rights are
exercisable, how you calculated the amount of the beneficial
conversion feature and how you are accounting for that feature
including the amortization of the associated discount. Include
your
analysis under SFAS 133 of whether the feature is a derivative.
See
EITF 98-5. Please provide similar disclosures in future filings.
5. For each issuance of convertible debt, including issuances
subsequent to September 30, 2004, please tell us the significant
terms of the warrants, including when the warrants are
exercisable,
how you calculated the amount of the related discount and how you
are
accounting for the warrants. See EITF 00-19. Please provide
similar
disclosures in future filings.

Note 3. Discontinued Operations - Page 37

6. We note that Hardcore Composites issued to you a series of
unsecured promissory notes in connection with the sale of your
interest in that entity, and that you recorded a full valuation
allowance against the promissory notes.  Please tell us and
disclose
in future filings the original amounts of the notes and the
current
status of the notes, and if the related allowance amounts are
included in Schedule II on page 57.
7. We note that you continue to guaranty Hardcore Composite`s
lease
obligations to the former owner, and that the lease obligations
expire March 31, 2008.  Given Hardcore Composite`s existing
financial
condition as of the date of sale, please tell us and disclose in
future filings if you have had to pay any portion of these
obligations.  Please revise future filings to include the
disclosures
required by paragraph 13 of FIN 45.
8. We note on page 5 that you are currently seeking to sell
certain
business units of your Zoltek Rt. subsidiary.  Please tell us why
you
did not classify these units as discontinued operations.

Note 4. Inventories - Page 39

9. We note in Schedule II that you have experienced a steady
reduction in the inventory reserve for specific inventory items.
The
footnote to the table states that the reduction in each period is
due
to reductions in the inventory reserve for specific inventory
items.
Please tell us and revise future filings to disclose whether or
not
these amounts relate to sales of reserved inventory. If not,
please
explain why you reduced the reserve in each period and whether or
not
the reduction resulted in writing back up inventory that was
previously written down. Additionally, disclose in future filings
any
material impact on gross profit margins related to the subsequent
sale of inventory that has been written down in MD&A.

Note 5. Property and Equipment - Page 39

10. We note that have $7,049,000 of construction in progress as of
September 30, 2004.  Please tell us and disclose in future filings
your accounting policies with respect to capitalizing interest
related to these assets.

Item 9A. Controls and Procedures - Page 49

11. We note your disclosure that "the Chief Executive Officer and
Chief Financial Officer has concluded that the registrant`s
disclosure controls and procedures as of September 30, 2004 were
effective to ensure that information required to be disclosed by
the
registrant in reports that it files or submits under the
Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported
within the time periods specified in Securities and Exchange
Commission`s rules and forms."  The language that is currently
included after the word "effective" in your disclosure appears to
be
superfluous, since the meaning of "disclosure controls and
procedures" is established by Rule 13a-15(e) of the Exchange Act.
Please revise future filings to limit your conclusion to state
simply
whether the disclosure controls and procedures were effective.
However, if you elect to retain qualifying language in your
disclosure, revise so that the language is fully consistent with
the
definition of disclosure controls and procedures contained in Rule
13a-15(e).

*    *    *    *

       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 with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;

* 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 Tom Dyer, Staff Accountant, at (202) 824-
5564
or me at (202) 942-2861 if you have any questions.  In this
regard,
do not hesitate to contact Daniel Gordon, Branch Chief, at (202)
942-
2813.

      Sincerely,

							Kate Tillan
							Reviewing Accountant

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Mr. Zsolt Rumy
Zoltek Companies, Inc.
March 28, 2005
Page 1 of 5

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