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February 24, 2005

Sent via Electronic Filing

Joseph Foti

Senior Assistant Chief Accountant

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 3-3

Washington, D.C.  20549-0305

Re:     Flight Safety Technologies, Inc.

           Form 10-KSB for the year ended May 31, 2004

           File No. 0-15159

Dear Mr. Foti:

In response to your letter dated February 9, 2005, the Company offers the following responses to your comments.

Other

The Company acknowledges that:  (i) it is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) 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 (iii) 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.

28 Cottrell Street ·
 Mystic, CT  06355 ·
 Phone 860-245-0191 ·
 Fax 860-536-6607

Joseph Foti

February 24, 2005

Page 2

Form 10-KSB for the fiscal year ended May 31, 2004

Item 6 - Management Discussion and Analysis or Plan of Operation

Critical Accounting Policies and Estimates, page 26

1.

Your critical accounting policies disclosures should be expanded to address each accounting policy that requires management's most difficult, subjective or complex judgments.  For example, you should provide disclosure addressing any uncertainties or significant judgments surrounding the revenue recognition process and your percentage of completion calculation.  Additionally, please ensure that you do not duplicate the accounting policy disclosures in the notes to the financial statements.  For further guidance refer to FRR 72.

Response:

The Company continuously reviews and will expand its critical accounting policies disclosures where required or appropriate in all subsequent filings.  With respect to the Company's revenue recognition process, the Company believes that, except as noted below, its percentage of completion calculations for work performed under its cost plus fixed fee contract with the federal government do not contain the uncertainties or significant judgments, which would otherwise be involved in a more typical application of the percentage of completion method of revenue recognition (e.g., construction contracts).  Pursuant to its contract with the federal government, the government "holds back" the last 15% of the Company's fee.  Based upon the Federal Acquisition Regulations ("FAR") and its past experience indicating a high probability of collection of this fee, the Company recognizes these held back amounts as revenue under the percentage of completion method.  Uncertainty and subjective judgment do impact certain adjustments to indirect expenses the government would classify as unallowable or unreasonable under the FAR.  The Company has discussed these adjustments where appropriate in the MD&A section of its filings, and, in particular, under the Critical Accounting Policy section of its MD&A in its Form 10-KSB for the year ended May 31, 2004 and its Form 10-QSB of the quarter ended November 30, 2004.  These adjustments also are relevant to and discussed under 2., immediately below.  The above 15% fee holdback represents approximately $56,000 of the total unbilled receivable as of May 31, 2004.

28 Cottrell Street ·
 Mystic, CT  06355 ·
 Phone 860-245-0191 ·
 Fax 860-536-6607

Joseph Foti

February 24, 2005

Page 3

Liquidity and Capital Resources, page 30

2.

The difference between provisional and actual rates, for overhead as well as general administrative expenses, was recorded as $133,000 of unbilled receivables.  However, actual rates incurred have not been approved by the government.  Therefore, tell us how collectability was reasonably assured and persuasive evidence of an arrangement existed on May 31, 2004.  For future guidance refer to SAB 104.

Response:

Pursuant to its contract with the federal government, the government generally has agreed to pay the Company its direct and indirect costs plus a fixed fee.  The contract has no cost caps and allows for adjustments to estimated costs.  The Company calculated and the government approved a provisional, i.e. estimated, general and administrative rate of 28% and expects the actual rate to be approximately 35%, which it believes is reasonable for a company of its size.  The difference between these rates is $133,000 as of May 31, 2004 and is part of the Company's unbilled receivable.  The Company believes that it will recover this unbilled receivable from the government and that its actual rate will pass government review and audit because it has screened those costs which are unallowable or unreasonable in the judgment of the Company.  The Company disclosed this process under "Critical Accounting Policies" and elsewhere in its MD&A in its Form 10-KSB for year ended May 31, 2004 and Form 10-QSB for its quarter ended November 30, 2004.

An arrangement existed on May 31, 2004 in the form and nature of the procedures under the FAR that enable the Company to recover its actual costs that are allowable and reasonable.  The Company has provided written notice to the government required by the FAR of the revised total cost of performing the contract.  Under its contract, the Company is entitled to receive the revised amounts if they are allowable and reasonable and the contracting officer approves the cost growth due to rate adjustments.  Based on the experience of the Company's management under these procedures, the Company reasonably believes that it will receive these amounts upon government review and audit and therefore has recognized them as revenue.  This topic was discussed in more detail on the top of page 27 of the filing, in the second paragraph under the heading "Critical Accounting Policies and Estimates."

28 Cottrell Street ·
 Mystic, CT  06355 ·
 Phone 860-245-0191 ·
 Fax 860-536-6607

Joseph Foti

February 24, 2005

Page 4

Item 7 - Financial Statements

Auditors Report, page F-2

3.

Your audit report does not contain the name of the audit firm that performed your year end audit.  As such, please provide us an audit report with the name of the audit firm.

Response:

The audit report for our fiscal year ended as of May 31, 2004 is attached hereto as Exhibit 1, and includes the name of the audit firm.

Note 2 - Contracts Receivable and Other Receivables, page F-12

4.

We note that you have reflected a receivable for amounts not billed.  Furthermore, the amounts not billed in you most recent quarterly period (November 30, 2004) have materially increased since the fiscal year end.  Please expand your notes to specifically include a description of the prerequisites for billing these amounts not billed.  In addition, for billed and unbilled receivables, please disclose (i) amounts representing claims or other similar items subject to uncertainty concerning their determination or ultimate realization including the nature and status of these principal items; and (ii) any billed or unbilled receivables expected to be collected after one year or a statement that all receivable amounts will be collected within one year.

Response:

The Company will expand the notes and provide disclosure of the above recommended items in all subsequent filings.

Note 7 - Stockholders Equity, page F-15

5.

Please revise to include disclosures relating to outstanding options and warrants, as required by paragraphs 47 and 48 of SFAS No. 123.

Response:

The Company will revise its disclosures relating to outstanding options and warrants in all subsequent filings.

6.

Please expand the first paragraph on page F-16 to provide pro forma net income (loss) and related pro forma per share data for all periods (i.e. both fiscal years) and not solely for the most recent fiscal year.  Refer to the guidance in paragraph 45 of SFAS No. 123.

Response:

The Company will provide pro forma net income (loss) and related pro forma per share data for all periods (i.e. both fiscal years) and not solely for the most recent fiscal year in all subsequent filings.

28 Cottrell Street ·
 Mystic, CT  06355 ·
 Phone 860-245-0191 ·
 Fax 860-536-6607

Joseph Foti

February 24, 2005

Page 5

May 2004 Quarterly Newsletter

7.

Your newsletter discloses that you entered into an agreement with Sanders Design International (SDI) to help in the development of the commercial aviation missile countermeasures project.  Please tell us the term of the agreement and why this information was not in your filing.

Response:

The filing did not include any other information on our agreement with SDI because the agreement had no material impact on our fiscal year ended May 31, 2004 financials or operations.  Our agreement with SDI is for a term of ten (10) years.  As prime contractor under our teaming agreement with SDI to develop missile countermeasures, we also are seeking federal funding for research and development of this technology.  Although there are ongoing discussions among the Company, the federal government and airlines, there can be no assurances that any contracts will result from these efforts or that the technology will prove effective.  We also recently agreed to provide up to $100,000 of independent research and development funding to SDI.  These funds are recoverable as allowable overhead under the FAR.  As of the filing date of our Form 10-KSB, we did not expect the teaming agreement or related activities to have a material effect on our operations or financial condition during our fiscal year ending May 31, 2005.  Despite our subsequent agreement to SDI to facilitate research and development, our SDI related activities still have not had a material impact on our operations or financial condition.  However, because of the potential for such impact, we have kept the market and our shareholders generally informed of our efforts in this area, subject to appropriate cautionary language.

August 2004 Quarterly Newsletter

8.

In June 2004, you repurchased 250,000 shares at an average price of $1.72.  Tell us the business purpose of this transaction and provide disclosure of all significant transactions in the subsequent event note.

Response:

The Company repurchased shares of its common stock pursuant to a 10b5-1 plan (attached hereto as Exhibit 2) in order to enhance shareholder value.  Company management believed that this was a prudent use of capital reserves.  The Company will provide disclosure of all significant transactions in the subsequent event note of its subsequent filings.

28 Cottrell Street ·
 Mystic, CT  06355 ·
 Phone 860-245-0191 ·
 Fax 860-536-6607

Joseph Foti

February 24, 2005

Page 6

Please do not hesitate to call me at (860) 443-7768 if you have any further questions regarding the Company's filings.

Sincerely

David D. Cryer

Chief Financial Officer

Flight Safety Technologies, Inc.

28 Cottrell Street ·
 Mystic, CT  06355 ·
 Phone 860-245-0191 ·
 Fax 860-536-6607

Exhibit 1

FLIGHT SAFETY TECHNOLOGIES, INC.

Financial Statements

May 31, 2004

To The Board of Directors

Flight Safety Technologies, Inc.

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Flight Safety Technologies, Inc. as of May 31, 2004, and the related statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows for the years ended May 31, 2004 and 2003.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinions.

In our opinion, the financial statements referred to above present fairly, in all materials respects, the financial position of Flight Safety Technologies, Inc. as of May 31, 2004, and the results of its operations and its cash flows for the years ended May 31, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.

Farmington, Connecticut

July 7, 2004, except for Note 12 as to

          which the date is August 12, 2004

FLIGHT SAFETY TECHNOLOGIES, INC.

Balance Sheet

May 31, 2004

Assets

Current assets:

     Cash and cash equivalents

$  2,180,863

     Contract receivables

532,043

     Other receivables

194,479

     Investments

6,871,424

     Other current assets

     28,840

          Total current assets

9,807,649

Property and equipment, net of accumulated depreciation

     of $216,356

   259,252

Other assets:

     Intangible assets, net of accumulated amortization

          of $33,969

   149,990

     Investments

   500,002

   649,992

$10,716,893

Liabilities and Stockholders' Equity

Current liabilities:

     Accounts payable

$     615,911

     Accrued expenses

    141,259

          Total current liabilities

   757,170

Stockholders' equity

     Preferred Stock, $0.001 par value, 5,000,000 shares authorized

--

     Common stock, $0.001 par value, 50,000,000 shares authorized,

          8,331,410 shares issued and outstanding

8,331

     Additional paid-in-capital

13,105,863

     Accumulated other comprehensive loss

(119,501)

     Unearned stock compensation

(150,733)

     Accumulated deficit

(2,844,237)

9,959,723

$10,716,893

The accompanying notes are an integral part of these financial statements

FLIGHT SAFETY TECHNOLOGIES, INC.

Statements of Operations and Comprehensive Loss

For The Years Ended May 31, 2004 and 2003

2004

2003

Contract revenues

$

3,593,784

$

1,093,097

Costs and expenses:

Costs of revenues

2,392,166

799,259

Research and development

170,832

40,444

Selling, general and administrative

1,390,801

1,142,112

Depreciation and amortization

     88,053

     59,083

4,041,852

  2,040,898

Loss from operations

(448,068)

  (947,801)

Other income (expense):

Interest income

39,749

7,868

Interest expense

           --

    (2,232)

   39,749

     5,636

Loss before provision for income taxes

(408,319)

(942,165)

Provision for income taxes

   15,895

      1,809

Net loss

(424,214)

$

(943,974)

Other comprehensive loss:

Unrealized holding loss arising

     during the period

(119,501)

           --

Comprehensive loss

$

(543,715)

$

(943,974)

Net loss per share - basic

$

       (.07)

$

       (.24)

Weighted average number of shares - basic

6,194,059

3,948,067

The accompanying notes are an integral part of these consolidated financial statements

FLIGHT SAFETY TECHNOLOGIES, INC.

Statements of Changes in Stockholders' Equity

For The Years Ended May 31, 2004 and 2003

Common Stock

Convertible Redeemable

Preferred Stock

Additional

Paid-In

Capital

Shares

Amount

Shares

Amount

Balance at May 31, 2002

2,796,000

$        27,960

606,343

$        6,063

$  2,033,230

Issuance of common stock

850,000

850

--

--

1,528,793

Issuance of stock options

--

--

--

--

63,250

Amortization of unearned stock compensation

--

--

--

--

--

Net share exchange

11,111,104

(14,053)

(606,343)

(6,063)

62,350

Net loss

               --

               --

               --

               --

               --

Balance at May 31, 2003

14,757,104

14,757

--

--

3,687,623

Is