SecProbe.io

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Mail Stop 6010

							July 1, 2005

VIA U.S. MAIL AND FAX  049 89 636 28572

Dr. Wilfried Backes
Chief Financial Officer
EPCOS AG
St. Martin Strasse 53, D-81669
Munich, Federal Republic of Germany

	Re:	EPCOS AG
		Form 20-F for the year ended September 30, 2004

Dear Dr. Backes:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents in 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 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 comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended September 30, 2004

Item 15. Controls and Procedures

1. Please amend your filing to disclose management`s conclusion
regarding the effectiveness of your disclosure controls and
procedures as of the end of the period covered by the annual
report.
Refer to Item 307 of Regulation S-K and Part III.F of Management`s
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm.

2. We note your statement that "any controls and procedures, no
matter how well designed and operated, can provide only
reasonable,
rather than absolute, assurance of achieving the desired control
objectives, and management necessarily was required to apply its
judgement in evaluating the cost-benefit relationship of possible
controls and procedures." Please revise to state clearly, if true,
that your disclosure controls and procedures are designed to
provide
reasonable assurance of achieving their objectives and that your
principal executive officer and principal financial officer
concluded
that your disclosure controls and procedures are effective at that
reasonable assurance level.  In the alternative, remove the
reference
to the level of assurance of your disclosure controls and
procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.

3. In addition, please revise your filing to also disclose whether
there was any change in your internal control over financial
reporting that occurred during the fourth quarter that has
materially
affected or is reasonably likely to materially affect your
internal
control over financial reporting, as required by Item 308(c) of
Regulation S-K as amended effective August 13, 2003.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page F-13

(a) Principles of Consolidation, page F-13

4. We note your statement that "Acquisition price is offset
against
group share of equity as at the acquisition date." Please clarify
what you mean by this statement. Confirm to us that your
consolidation policy complies with SFAS 94.

Exhibit 31. Certifications of Chief Executive Officer and Chief
Financial Officer

5. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file an amendment
to
your Form 20-F that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-K.

Form 6-K dated May 4, 2005

Consolidated Statements of Income, page 7

6. We noted the impairment on goodwill of 11.8 million Euro which
was
recorded in the second quarter of fiscal 2005. However, we did not
see any further discussion as to the facts and circumstances that
led
to the impairment and the method for determining the fair value.
Please tell us and be advised that we would expect to see all the
disclosures required by paragraph 47 of SFAS 142 in future
filings.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your response that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 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.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640, or me at (202) 551-3603 if you have questions regarding
these
comments.  In this regard, do not hesitate to contact Angela
Crane,
Accounting Branch Chief , at (202) 551-3554.

								Sincerely,

								Jay Webb
								Reviewing Accountant

Dr. Wilfried Backes
EPCOS AG
July 1, 2005
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