SecProbe.io

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Mail Stop 0306

      May 17, 2005

VIA U.S. MAIL and FACSIMILE (541) 389-1241

Greg M. Haugen
Chief Financial Officer
405 SW Columbia Street
Bend, Oregon  97702

	RE:	Advanced Power Technologies, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 8, 2005
		Forms 10-Q for the quarters ended March 31, 2005_
		File No. 001-16047

Dear Mr. Haugen:

   	We have reviewed your filings 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 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 year ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 13

Results of Operations - Page 16
1. We see that MD&A presents a non-GAAP measure of gross profit
margin excluding non-cash purchase accounting charges and
amortization of technology rights.  We agree that you should
discuss
and quantify unusual and infrequent items included in operating
results. However, Item 10(e)(1)(ii) of Regulation S-K prohibits
non-
GAAP performance measures that eliminate or smooth items
identified
as non-recurring, infrequent or unusual when the nature of the
charge
is such that it is reasonably likely to recur within two years or
where there was a similar charge within the prior two years.  We
see
that the measure excludes amortization of technology rights which
is
a recurring charge.  Accordingly, you should delete the non-GAAP
measure of gross margin from all future filings.
2. With respect to restructuring and exit costs, MD&A in future
filings should present quantified disclosure about expected and
actual costs savings.  Refer to SAB Topic 5-P and the disclosure
guidance from the next to last paragraph under "4. Disclosures."

Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies - Page F-7

(c) Revenue Recognition, Sales Returns and Allowances
3. We note from page 7 that you may provide price protection
rights.
Please expand future filings to clarify the extent of these
arrangements and your underlying accounting.
4. Additionally, you disclose that revenue from "certain
contractual
product sales or license agreements" is deferred and recognized
when
earned.  In future filings please make more specific disclosure
about
the nature and extent of these arrangements and your underlying
accounting policy.  Also further clarify the criteria you apply
and
the factors you consider in concluding that revenue under these
arrangements has been earned.  Respond supplementally, as well.

(f) Inventories
5. We see that the "cost of certain inventories has been reduced
by
$1,923 and $2,036 as of December 31, 2004 and 2003, respectively".
Future filings should clarify the nature of and reasons for these
reductions.  Also respond supplementally.
6. As a related matter, future filings should make disclosure
about
the circumstances leading to significant inventory impairment
charges. You should also clarify the disposition of the affected
inventory; and, if material, MD&A should also address the impact
on
gross margin of any sales inventory carried at reduced cost.

Note 12.  Segment Information - Page F-21
7. Please revise future filings to also present the long-lived
asset
disclosure specified by paragraph 38b to SFAS 131.  Please note
that
under that guidance, the geographic disclosure of long-lived
assets
should present tangible assets only and should not include
intangibles or investments.  See question 22 to the FASB
publication
"Segment Information: Guidance on Applying Statement 131."

Form 8-K dated April 28, 2005
8. We see disclosure of non-GAAP measures of "pro forma net
income"
and "pro forma gross margin" in your earnings release.
Disclosures
of non-GAAP measures in furnished earnings releases should comply
with all of the requirements of paragraph (e)(1)(i) of Item 10 of
Regulation S-K and Question 8 of the FAQ Regarding the Use of Non-
GAAP Financial Measures dated June 13, 2003.  Either delete these
measures or revise future releases to present each of the
following
for each non-GAAP measure:
* A presentation, with equal or greater prominence, of the most
directly comparable financial measure calculated and presented in
accordance with GAAP;
* A reconciliation of the differences between a non-GAAP financial
measure and the most directly comparable financial measure
calculated
and presented in accordance with GAAP;
* Statements disclosing the reasons why you believe that the
presentation of a non-GAAP financial measure provides useful
information to investors regarding financial condition and results
of
operations; and
* To the extent material, statements disclosing any additional
purposes for which management uses any non-GAAP financial measure.

Your disclosures should be substantive and specific to each non-
GAAP
measure. Those disclosures should address the economic substance
underlying your use of any non-GAAP measure, including how you use
each non-GAAP measure in conducting and evaluating your business.
Those disclosures should also address any material limitations
associated with any non-GAAP measure, including how you compensate
for those limitations. Please note that the existing statements in
support of the measures are too generic to support their use. Show
us
how you plan to implement this comment.
9. In addition, we note that you refer to your non-GAAP
information
as "pro forma."  The pro forma terminology has very specific
meaning
in accounting literature, as indicated by Article 11 of Regulation
S-
X. In future filings, please revise to omit the pro forma
terminology
when referring to non-GAAP information.
10. Under "Business Outlook" we see disclosure of expected pro
forma
loss per share for the second quarter.  Future press releases
should
not include projected non-GAAP measures unless all of the relevant
disclosures required under Item 10(e)(1)(i) are also provided.
That
is, if you retain the disclosure in its current form, you should
also
provide expected GAAP per share earnings, provide a reconciliation
and provide any other required disclosure about the non-GAAP
measure.

Form 10-Q dated March 31, 2005

Financial Statements

Note 3.  Acquisitions - Page 8

11. With respect to the PowerSicel transaction, show us the income
test significance measurement.  Refer to Rule 3-05 to Regulation
S-X.

*    *    *    *

      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 filings reviewed by the staff to be
certain
that they have provided all information investors require.  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 in the filings reviewed by the staff 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 Kristin Brooks Lochhead, Staff Accountant, at
(202)
551-3664 or me at (202) 551-3605 if you have any questions.  In
this
regard, do not hesitate to contact Brian Cascio, Accounting Branch
Chief, at (202)551-3676.

							Sincerely,

							Gary Todd
							Reviewing Accountant

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Mr. Haugen
Advanced Power Technologies, Inc.
May 17, 2005
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