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June  23,
2005

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

ATTN:  Nili Shah, Accounting
Branch Chief

100 F Street, N.E.

Washington, DC  20549-0510

  RE:

  UFP Technologies, Inc. (the “Company”)

  Form 10-K for the year ended December 31, 2004

  Form 10-Q For the quarterly period ended March 31, 2005

  Commission File Number: 001-12648

Ladies and Gentlemen:

This letter is in response to the letter from the Commission’s staff
dated June 2, 2005 regarding the above referenced filings.  The headings below correspond to the headings
in the staff’s letter, and each of the Company’s responses is preceded by the
text of the comment from the staff’s letter.

Form 10-K for the year ended December 31,
2004

Research and Development, page 7

1.              We have noted your
disclosure that “research and development is an integral part of the Company’s
ongoing cost structure.”  In future
filings, consider disclosing the total costs charged to research and
development in each period an income statement is presented.  Refer to SFAS No. 2, paragraph 13.

Response:

The Company acknowledges the staff’s comment and will provide the
disclosure in future filings to the extent it is material.

Item
7.  Managements Discussion and Analysis
of Financial Condition and Results of Operations

Investment in and Advances to Affiliated Partnership, page 14

2.              In a supplemental
letter, please explain to us how your consolidation of United Development
Company Limited complies with FIN 46.  In
your response to us, please address that on page 14 of your Form 10-K, you
state that it is because of related party common ownership; whereas, in Note 10
on page 12 of your Form 10-Q for the quarter ended March 31, 2005, you state
the reason as you absorb the majority of the expected losses and residual
returns.

Response:

In May 1986, the Company acquired a 26.32% limited partnership interest
in United Development Company Limited (“UDC”). UDC is a limited partnership
that invests in real estate. UDC owns and leases its only property, two manufacturing
plants, to the Company through operating leases that initially commenced in 1986.  Parties related to the Company also own
interests in UDC and, collectively, the Company and its related parties own
73.7% of the realty limited partnership. Specifically, UDC’s two general
partners, each holding a 21.06% ownership interest in UDC, both serve on the
Company’s Board of Directors.  Therefore,
in accordance with FASB Statement No. 57, Related Party Disclosures, the general
partners are related parties of the Company.
In addition, the Company’s external legal counsel and one of its corporate
officers each own a 5.26% limited partnership interest in UDC.

The Partnership received cash equity contributions of $142,500, including
the Company’s contribution of $37,500.
In order to construct the manufacturing facilities, UDC obtained bank
financing that was guaranteed by the Company.
Therefore, for purposes of determining whether UDC was a variable
interest entity (“VIE”) the Company considered its 26.32% limited partnership
interests and its guarantee of UDC’s debt as variable interests. The Company
has concluded that UDC is a VIE pursuant to paragraph 5.a of FIN 46R since UDC
did not have sufficient equity to finance its activities without the debt
guarantee provided by the Company. FIN 46R requires that related party variable
interests (as defined in FAS 57 and paragraph 16 of FIN 46R) be combined for
purposes of identifying the primary beneficiary of a VIE. As previously noted,
the Company and its related parties collectively own 73.7% of UDC. As such, the
Company concluded that the related party group absorbed the majority of UDC’s
expected losses. The Company then assessed the factors in FIN 46R to identify
the party within the related party group that is most closely associated with
UDC and should consolidate it. Based on that analysis, the Company concluded
that it was most closely associated with UDC and is required to consolidate it
on the date it first became the primary beneficiary.

The Company concurs with the staff’s observation that the disclosure in
the Company’s Form 10-K and quarter ended March 31, 2005 Form 10Q did not
provide a clear description regarding how its consolidation of UDC complies
with FIN 46R. Accordingly, the Company will clarify this position in its
disclosures beginning with the Form-Q for the period ending June 30, 2005.

Contractual Obligations, page 19

3.              In future filings,
include your interest commitments under your interest-bearing debt in this
table, or provide textual discussion of this obligation below the table.  If you provide a textual discussion, the
discussion should quantify the interest payments using the same time frames
stipulated in the table.  Refer to
footnote 46 to Release 33-8350 “Interpretation:
Commission Guidance Regarding Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”

Response:

The Company acknowledges the staff’s comments and will provide the
disclosure in future filings.

Critical Accounting Policies—Revenue Recognition, page 20

4.              Within your revenue
recognition policy, we have noted your disclosure that “if a loss is
anticipated on any contract, a provision for the entire loss is made
immediately.”  In a supplemental letter,
please explain to us the nature of these contracts and the dollar amount booked
as a loss in each period presented in your filing.  In addition, please tell us the accounting
literature that you cited for this policy.

Response:

Although the Company has contracts with customers in various markets,
they are most prevalent within the automotive industry where programs typically
run for multiple years.  These contracts
typically do not guarantee quantities but, rather, speak to such things as
quality requirements, logistics and price.
As a result, the Company believes that its only obligation under these
contracts is for any quantities specified in formal purchase orders.  In unusual situations where the Company
dramatically underestimates the cost of producing the product such that
cost-of-sales exceeds price and where there is no means of renegotiating the
price, the Company’s policy is to establish a reserve for the amount by which
cost-of-sales exceeds sales price for any open purchase orders consistent with
the provisions of ARB No. 43, chapter four.

After considering the Staff’s comment, the Company believes that, while
the disclosure is accurate, it would be clearer if presented in the Accounting
Policy governing Inventories.
Accordingly, the Company will clarify this disclosure in its Form 10-Q
for the period ending June 30, 2005.

For the years ended December 31, 2004, 2003, and 2002, the Company did
not create a reserve for any such contract.

The Company acknowledges that:

•                  the Company is responsible
for the adequacy and accuracy of the disclosure in its filings;

•                  the staff
comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any action
with respect to the filings; 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.

Please do not hesitate to contact me if you have any further questions
or comments.

  Very truly yours,

  UFP Technologies, Inc.

  By:

  /s/ Ronald J. Lataille

  Ronald J. Lataille

  Chief Financial Officer

  UFP Technologies, Inc.

  172 East Main Street

  Georgetown, MA 01833

  tel. 978-352-2200

  fax 978-352-5616

  cc:

  Mr. Ryan Rohn

  Mr. Al Pavot

  Mr. Samuel Williams