SecProbe.io

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                       INSTRUMENTATION LABORATORY SPA
                                 LETTERHEAD

                                                            August 24, 2005

Mr. Jay Webb
Reviewing Accountant
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0405

Dear Mr. Webb:

     Re:  Instrumentation Laboratory S.p.A.
          Form 20-F for the Year Ended November 30, 2004
          Filed May 17, 2005
          File no. 0-28856

     This letter is in response to the Staff's  comment  letter of July 27,
2005  (the  "COMMENT  LETTER")  referring  to  Instrumentation   Laboratory
S.p.A.'s  ("INSTRUMENTATION  LABORATORY" or the "COMPANY") Annual Report on
Form 20-F for the fiscal year ended November 30, 2004 (the "2004 20-F"). To
facilitate your review, we have set forth herein each comment of the Staff,
followed directly by our response.

ITEM 15 CONTROLS AND PROCEDURES
-------------------------------

1.   WE NOTE YOUR  STATEMENT  THAT YOUR CHIEF  EXECUTIVE  OFFICER  AND YOUR
     CHIEF FINANCIAL OFFICER "HAVE CONCLUDED THAT AS OF THE EVALUATION DATE
     SUCH DISCLOSURE  CONTROLS AND PROCEDURES  WERE REASONABLY  DESIGNED TO
     ENSURE THAT  INFORMATION  REQUIRED TO BE  DISCLOSED  BY THE COMPANY IN
     REPORTS  IT FILES OR  SUBMITS  UNDER  THE  EXCHANGE  ACT IS  RECORDED,
     PROCESSED,  SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS  SPECIFIED
     IN THE RULES AND FORMS OF THE SECURITIES AND EXCHANGE  COMMISSION." IT
     DOES  NOT  APPEAR  THAT  YOUR  CERTIFYING   OFFICERS  HAVE  REACHED  A
     CONCLUSION THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES ARE EFFECTIVE.
     PLEASE  REVISE TO ADDRESS YOUR  OFFICERS'  CONCLUSIONS  REGARDING  THE
     EFFECTIVENESS  OF YOUR DISCLOSURE  CONTROLS AND  PROCEDURES.  REFER TO
     ITEM 15(A) OF FORM 20-F.

     The Company  agrees with the  Staff's  comment.  We propose to file an
amendment to our 2004 20-F,  amending Item 15 Controls and  Procedures,  to
include  additional  disclosure  reflecting  that the Company's  certifying
officers have reached the conclusion that the Company's  disclosure control
and  procedures  are  effective as of the end of the period  covered by the
2004 20-F (amendments are highlighted in bold):

     "Pursuant to rules adopted by the Securities and Exchange
     Commission as directed by Section 302 of the Sarbanes-Oxley Act
     of 2002, the Company is providing the following information:

     As of the end of the period covered by this report (the
     "Evaluation Date") the Company conducted an evaluation (under the
     supervision and with the participation of the Company's chief
     executive officer and chief financial officer), pursuant to Rule
     13a-15 promulgated under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") of the effectiveness of design and
     operation of the Company's disclosure controls and procedures.
     Based on this evaluation, the Company's chief executive officer
     and chief financial officer have concluded that as of the
     Evaluation Date such disclosure controls and procedures WERE
     EFFECTIVE AND were reasonably designed to ensure that information
     required to be disclosed by the Company in reports it files or
     submits under the Exchange Act is recorded, processed, summarized
     and reported within the time periods specified in the rules and
     forms of the Securities and Exchange Commission.

     During the period covered by this Annual Report on Form 20-F
     there have not been any significant changes in the internal
     controls, or in factors that could significantly affect the
     internal controls, nor were there any significant deficiencies or
     material weaknesses in the internal controls requiring corrective
     actions."

     The Company further acknowledges that:

          (a)  it is responsible for the adequacy and accuracy of the
               disclosure in the filings;
          (b)  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
          (c)  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.

     The  Company  is  grateful  for the  Staff's  assistance  in this
matter.  If you need any  additional  information  or have any further
comments  or  questions,  please  do not  hesitate  to  contact  me at
011 34 93401 0104 or Tim Peterson at Fried, Frank,  Harris,  Shriver &
Jacobson (London) LLP, our U.S.  securities counsel, at 011 44 20 7972
9676.

                                             Very truly yours,

                                             /s/ Jose Luis Martin

                                             Jose Luis Martin
                                             Chief Financial Officer

c.c. Dennis Hult
     Angela J. Crane
        Securities and Exchange Commission

     Timothy E. Peterson
        Fried, Frank, Harris, Shriver & Jacobson (London) LLP

     Edoardo Ruffetta
        BDO Sala Scelsi Farina S.p.A.

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