SecProbe.io

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Mail Stop 03-06

February 9, 2005

David V. Harper
Vice President and Chief Financial Officer
Veri-Tek International, Corp.
50120 Pontiac Trail
Wixom, MI 48393

Re:	Veri-Tek International, Corp.
	Amendment No. 5 to Registration Statement on Form S-1
	Filed February 7, 2005
	Registration No. 333-118830

Dear Mr. Harper:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.

General

1. We note that the agreement filed as Exhibit 10.9 to your
registration statement, which sets forth the terms of the debt
held
by Quantum Value Partners, LP being converted into shares of your
common stock, appears to have terminated by virtue of your public
offering not having closed on or before January 31, 2004 [sic].
Please tell us supplementally, and with a view towards revised
disclosure, whether that agreement has been extended, and if so,
please file the revised agreement as an exhibit to your
registration
statement.

2. We note that under Section 4(b) of your 2004 Equity Incentive
Plan
your reverse stock split could be considered an event which would
trigger an adjustment to the number and type of shares that could
be
issued under the plan.  Supplementally, and with a view towards
revised disclosure, please tell us whether the shares reserved for
issuance under your 2004 Equity Incentive Plan remains 350,000
shares
of common stock.

Capitalization - Page 23

3. Please revise the share amounts in your capitalization table to
reflect the effects of the 1-for-3.730879244 reverse stock split
of
February 7, 2005 in the body of the table rather than in the
footnotes to the table.

Executive Compensation - Page 52

4. We note that your last completed fiscal year was December 31,
2004.  Where Item 402 of Regulation S-K requires information for
the
last fiscal year, your disclosure should include information for
2004.  Please revise to update the compensation disclosure.

Report of Independent Registered Public Accounting Firm - Page F-3

5. Your auditor should update its report to cover the retroactive
application of the reverse stock-split to all share and per share
amounts in the financial statements of the successor company as
discussed in Note K - Subsequent Event.

Interim Financial Statements (Unaudited) - Page F-20

Note B - Significant Changes

Stock Splits

6. Revise your disclosure to indicate that all share and per share
information of the successor company have been restated to reflect
the stock splits in accordance with GAAP.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kevin Vaughn at (202) 824-5387, or Martin
James, the Senior Assistant Chief Accountant, at (202) 942-1984,
if
you have questions regarding our comments on the financial
statements
and related matters.  Please contact Tim Buchmiller at (202) 824-
5354
or me at (202) 942-1880 with questions regarding our comments on
any
other part of your filing.

      Sincerely,

      Peggy A. Fisher
      Assistant Director

cc:	Patrick Daugherty, Esq. (via fax)
	Carolyn T. Long, Esq. (via fax)
      J. Christopher Wiltshire, Esq. (via fax)
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David V. Harper
Veri-Tek International, Corp.
February 9, 2005
Page 3

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