SecProbe.io

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Mail Stop 0510

      May 25, 2005

Mr. Manfred Bender
Chief Financial Officer
Pfeiffer Vacuum Technology AG
Federal Republic of Germany
Berliner Strasse 43, D-35614 Asslar, Germany

	RE: Form 20-F for the Fiscal Year ended December 31, 2004
                    File No. 1-14264

Dear Mr. Bender:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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 20-F for Fiscal Year Ended December 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions, please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings, including your interim filings where applicable.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 19
2. Please enhance your management`s discussion and analysis
disclosures as follows:
* Please quantify the impact of each factor when multiple factors
contribute to material fluctuations.  For example, please quantify
your explanations for significant changes in sales and cost of
sales
in Germany, Europe (excluding Germany), United States and Asia as
well as for each product category in terms of increases or
decreases
in prices, volume, foreign currency and new product introductions.
Please also include an explanation of the underlying reasons for
the
changes;
* Please also discuss the impact on profitability due to increases
in
energy, steel and aluminum raw material prices.  Discuss the
overall
market movements of these prices during each period, and address
any
material changes to these prices that have taken place subsequent
to
the period end;
* Please clarify where you classified the allowance for doubtful
accounts recorded for the DVD business, and help us understand why
the impact of this charge is not included in your discussion of
operating profit for the year ended December 31, 2004.  Please
also
tell us the factors that you considered in determining that the
trade
receivables of 1,800,000 Euros associated with the DVD business
are
not collectible; and
* Please discuss the reasons for the decrease in foreign exchange
gains from 2,142,000 Euros in the year ended December 31, 2003 to
377,000 Euros in the year ended December 31, 2004.
   Please refer to Item 5 of the Form 20-F.
Contractual Obligations, page 34
3. Please revise your table of contractual cash obligations to
include estimated payments under your pension plans and any
interest
payments on your debt.  Because the table is aimed at increasing
transparency of cash flow, we believe these payments should be
included in the table.  Please also disclose any assumptions you
made
to derive these amounts.

Quantitative and Qualitative Disclosures about Market Risk, page
56

Commodity Price Risk, page 59
4. Please disclose the terms of your long-term framework
agreements
and how they help contain price increases in energy, steel and
aluminum raw materials.  Please include payments you are required
to
make under these agreements in your table of contractual cash
obligations on page 34, or disclose that they have been included.

Item 15.  Controls and Procedures, page 60
5. Please file an amendment to your Form 20-F to disclose your
conclusions regarding the effectiveness of your disclosure
controls
and procedures as of December 31, 2004.  Refer to Item 15(a) of
the
Form 20-F.  In doing so, please refile the Form 20-F in its
entirety.

Financial Statements

Consolidated Statements of Income, page F-4
6. Please present revenues from products sales and services
separately in your statements of income.  Please also present
separately the cost of product sales and cost of services.  Refer
to
Rule 5-03(b)(1) and (2) of Regulation S-X.

Consolidated Statements of Cash Flows, page F-7
7. Please disclose the fixed asset write-downs of 1,400,000 Euros
referred to in Note 6 separately as part of operating activities
in
your statements of cash flows.

Note 2 - Summary of Significant Accounting Policies, page F-9
8. Please disclose the types of expenses that you include in each
of
the cost of sales, selling and marketing expenses, and general and
administrative expenses line items.  Please also tell us whether
you
include inbound freight charges, purchasing and receiving costs,
inspection costs, warehousing costs, internal transfer costs, and
the
other costs of your distribution network in the cost of sales line
item.  With the exception of warehousing costs, if you currently
exclude a portion of these costs from cost of sales, please
disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross profit margins may not be comparable to
those of other entities, since some entities include all of the
costs
related to their distribution network in cost of sales and others
like you exclude a portion of them from gross profit margin,
including them instead in another line item, such as selling and
marketing expenses or general and administrative expenses.
Inventories, page F-11
9. Please disclose your accounting policy for establishing
reserves
for inventory obsolescence.

Property, Plant and Equipment, page F-12
10. Given the broad range of useful lives assigned to buildings of
20
to 50 years, please separately discuss the types of assets that
fall
in each part of the range.

Note 12 - Stock-Based Compensation, page F-20
11. Please address the following regarding the structure and
accounting of your employee participation programs:
* Please disclose the business purpose of the current structure of
your employee participation programs; and
* Please explain to us how you determined it is appropriate to
account for these programs using SFAS 123 as well as how your
accounting of these programs complies with this guidance.

Note 13 - Pension Obligations and Similar Obligations, page F-22
12. Please tell us why the pension benefit payments amount of
1,479,000 Euros used to compute your projected benefit obligation
at
December 31, 2003 is not equivalent to the pension benefit
payments
used to compute the fair value of your plan assets at December 31,
2003.
Note 15 - Commitments and Contingencies, page F-26
13. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases.  If, as we
assume, they are taken into account in computing your minimum
lease
payments and the minimum lease payments are recognized on a
straight-
line basis over the minimum lease term, the note should so state.
If
our assumption is incorrect, please tell us how your accounting
complies with SFAS 13 and FTB 88-1.  Paragraph 5.n. of SFAS 13, as
amended by SFAS 29, discusses how lease payments that depend on an
existing index or rate, such as the consumer price index or the
prime
interest rate, should be included in your minimum lease payments.

Note 16 - Segment Information, page F-26
14. Given that on page 57 you state that the German segment
generates
a part of its revenues in foreign currencies, primarily the U.S.
dollar, please disclose how you determine which segment reports a
customer`s revenues.  It is not clear why all U.S. sales would not
be
reported in the U.S. segment.

Note 17 - Financial Instruments, page F-29
15. Please disclose whether your foreign currency hedges are fair
value hedges or cash flow hedges and provide the corresponding
disclosures required by paragraph 45 of SFAS 133 for each type of
hedge.

Note 19 - Subsequent Events, page F-30
16. Please tell us how you met the requirements of paragraph 8 of
SFAS 146 to record the redundancy expenses of 1.2 million Euros
during the year ended December 31, 2004.  Please also provide the
disclosures specified in paragraph 20 of SFAS 146 and SAB Topic
5:P.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  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 filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Act of 1934 and 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 their 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.

       If you have any questions regarding these comments, please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692.

          						Sincerely,

								Rufus Decker
								Branch Chief
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Manfred Bender
Pfeiffer Vacuum Technology AG
May 25, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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