SecProbe.io

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      December 6, 2004

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. 2 to Registration Statement on Form S-1
	filed November 30, 2004
	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.

Prospectus Summary

	Additional Considerations - Page 3

1. Please clarify in this section, and in the other appropriate
places in your prospectus, that when the outstanding balance under
your current credit facility is transferred to your new credit
facility the old credit facility will be terminated.

2. Also disclose the amount of proceeds that you will use to repay
indebtedness.  Since you are using part of the proceeds to pay off
the existing credit facility, why do you state the indebtedness
will
be shifted to a new facility?  Revise here and under the "Use of
Proceeds" caption on page 25.

Summary Financial Data and Selected Financial and Operating Data -
Pages 6 and 31

3. Please revise the table and related disclosures on pages 8 and
9,
and the similar information on pages 34 and 35 to address the
following comments:
a) Remove the outstanding share and earnings per share information
for the historical combined year ended December 31, 2003.  The
information in this column should be consistent with the
information
presented in the comparable column in the table on page 6.

b) Revise the historical combined year ended December 31, 2003 to
conform the numbers to those presented in the corresponding column
on
page 6.  We note certain numbers do not agree between the two
tables.

c) Revise the introductory paragraph to clearly state that the pro
forma balance sheet assumes the transactions occurred as of
September
30, 2004 only.

d) Revise the introductory paragraph and the pro forma information
to
address the shares assumed outstanding in the periods.  The
disclosures should only consider shares that will be issued in
order
to pay off the debt and the shares that will be issued upon
conversion of the debt.

e) Revise to remove the pro forma balance sheet columns for the
year
ended December 31, 2003.

f) Revise footnote (1) to remove the reference to the assumed net
proceeds of $13,350.

g) Revise footnote (3) and the pro forma table to adjust the cash
amounts only by proceeds and the amounts required to pay down the
debt at September 30, 2004 ($8.824).  Please note that the pro
forma
balance sheet shall be as if the transactions occurred on
September
30, 2004, and therefore there would be no cash savings due to
reduced
interest expense.

h) Revise footnote (6) to state the full amount of the debt
balance,
including accrued interest, that is being converted as $7,058 and
also to indicate the number of shares that are assumed to be
issued
in connection with the debt conversion

i) Revise footnote (7) to state the full amount of the debt
balance
that is being converted as $7,058.

Capitalization - Page 23

4. We are unable to reconcile the pro forma and pro forma as
adjusted
figures for common stock to the pro forma information provided on
page 9.  Please supplementally provide us with details or revise
the
filing to conform.
5. Tell us why you are referring to the conversion of the
subordinated debt as of October 30, 2004.  Revise to only assume
the
conversion of your debt outstanding at September 30, 2004.  Please
note this comment also applies to pro forma information presented
elsewhere in your prospectus.
6. In addition, revise to clarify whether the number of shares
(1,195,900) is a fixed number, or if that number may fluctuate
based
on the final offering price.  It appears that this number is based
on
the conversion of a $7,175,000 debt balance using the assumed
offering price of $6.00 per share.  Unless you have a firm
agreement
to issue 1,195,900 shares upon conversion of any amount of debt
outstanding, revise the table to only reflect the conversion of
$7,058,000 debt outstanding at September 30, 2004 in to the
appropriate number of shares using the $6.00 mid-point of the
expected price range of the common stock.
7. We are unable to reconcile to your pro forma, as adjusted, net
tangible book value of $13.9 million.  Please supplementally
provide
details of your calculation.

Use of Proceeds - Page 25

8. Disclose here and in the Liquidity section what sources of
funds
you used to reduce the amount outstanding under the credit
facilities
from $8.8 million as of September 30, 2004, to $6.8 million as of
November 24, 2004.

History of the Company - Page 20

9. We refer to our prior comment 17, and note your response to our
prior comment 23.  Please expand your discussion of the history of
the company to explain, as you have done in your response to our
prior comment 23, that the business purposes of structuring
Quantum
Value Partners` investment in Veri-Tek International, Corp. as a
purchase of assets was an effort to minimize Quantum-Veritek`s
liability for unknown liabilities of Veri-Tek International. Corp.
and to allow Mr. Juranitch to receive cash, through his ownership
of
JCJ International, Inc., in recognition of the significant equity
investment made by him to capitalize and develop the predecessor
company.  In addition, please indicate that the purchase price of
$6
million cash was ultimately paid out to JCJ International, Inc.
which
is wholly owned by Mr. Juranitch.

10. Expand to discuss the 300-for-1 stock split and the resulting
increase in equity ownership for Mr. Juranitch and Quantum-Value
Partners.

Management`s Discussion and Analysis...

Nine Months Ended September 30, 2004 Compared to Nine Months Ended
September 30, 2003 - Pages 37 to 38

11. We see your response to prior comment 34.  However, your
response
raises additional questions.  For example, your response indicates
consideration of achievement of milestones, but your disclosures
indicate the use of the cost-to-cost method.  Specifically, on
page
43, you state "this input includes the total hours of labor and
material utilized to date and estimates of the labor and material
necessary to complete the project."  Please supplementally respond
to
the following:
a) Clarify whether you are applying an input measure  - i.e.,
cost-
to-cost, or an output measure - i.e., milestones.  Revise your
filing
to clearly state the method used.  Please refer to paragraphs 43-
51
of SOP 81-1.

b) In addition, refer to the alternative outlined in paragraphs 80
and 81 of SOP 81-1 for computing income earned for a period and
describe the method you use.

c) Your response states that you consider the need for increased
costs in your initial estimates.  However, we note that your
results
for the nine months ended September 30, 2004 included a decline in
gross profit margin to 26%, compared to 52% for the comparable
2003
period and 50% for the full year ended December 31, 2003.  If you
use
a cost-to-cost input measure, these increased costs would
generally
be considered in the initial projections and the gross profit
margins
would remain consistent throughout the project.  To the extent you
use a cost-to-cost input measure, please tell us why this was not
the
case for your projects.

d) You state in your response that you are able to plan for
expedited
material purchases and labor needs.  To the extent this represents
a
trend, disclose that information to investors in your Management`s
Discussion and Analysis.

Certain Relationships - Page 69

12. Expand to discuss the issuance of 10,000 shares to Mr.
Juranitch
and Quantum Value Partners in October 2003 for $100,000, the
subsequent resale of shares by Mr. Juranitch to certain officers
and
directors, and the July, 2004, 300-for-1 stock split authorized by
the Board of Directors.  Specifically state that the recipients of
the additional shares as a result of the stock split paid no
additional consideration.

13. Revise the second paragraph to disclose the number of shares
that
will be issued upon conversion of the debt and that the shares
will
be issued to Quantum Value Partners, your major shareholder.

Principal Shareholders - Page 70

14. Disclose the number of shares that will be issued upon
conversion
of the debt to common stock and how the issuance of those shares
will
change the beneficial ownership table.

Directed Share Program

15. Please supplementally tell us the dates of the meetings
referred
to in the e-mail to the potential participants in your directed
share
program and the date on which the e-mail was sent.  Also tell us
the
number of recipients of the e-mail.  In addition, please
supplementally describe the mechanics of how and when the shares
will
be offered and sold in the directed share program.  For example,
tell
us the procedures the participants in the directed share program
must
follow in order to purchase the offered securities, and whether
those
participants will be required to establish a brokerage account
with
your underwriter before or after the effective time of your
registration statement and when those participants will be
required
to fund those accounts.

16. We note your response to comment 42.  Please provide us with a
thorough legal analysis as to how your communications to date with
the potential participants in your directed share program complied
with Section 5 of the Securities Act of 1933, as amended.  We note
that your e-mail communication to potential participants does not
constitute a prospectus that complies with Section 10, nor was it
accompanied or preceded by a Section 10 prospectus.  Also, it
appears
that the e-mail does not fall within the safe harbor provisions of
Rule 134.  We will have further comments.

Note A. Basis of Presentation - Page F-8

Accounts Receivable Trade

17. We see your response to prior comment 48 and the revised
disclosure.  Please address the following:
a) Consistent with your response, revise your policy to state
instead
that you have not historically experienced material losses as a
result of bad debts and, therefore, you have not provided for such
losses in prior periods.  Also consider including the information
presented in the second and third sentences of your response.

b) Confirm to us that you will comply fully with US GAAP in this
regard in all future periods and revise the interim financial
statements or your subsequent events footnote to indicate your
adoption of that policy.

c) Please revise to clarify that this policy also applies to your
unbilled receivables, if true.  Otherwise, disclose your policy
for
estimated losses for unbilled receivables.

Note B. Acquisition of JCJ International, Inc. - Page F-13

18. We see your response to prior comment 55.  Please respond to
the
following:
a) Tell us why you believe assigning the entire excess value to
goodwill rather than to amortizable intangible assets results in a
more conservative treatment.  We note that absent any goodwill
impairment charges, the effect of this is to reduce your
amortization
expense in future periods.

b) We see your disclosure on page F-10 regarding your goodwill
impairment evaluation.  Based on your response to prior comment
55,
it appears that you were unable to estimate the future cash flows
from the technology and customers.  Tell us how you were able to
carry out this impairment evaluation given these statements in
your
response.

c) You state in your response that you were unable to determine
the
market value of the patents with reasonable accuracy.  However, in
your filing, you state that you determined that "the book value of
the assets acquired...approximated the fair market value."  Please
supplementally reconcile these contradicting statements.

d) Further to point (c) above, tell us and revise your filing to
discuss in Management`s Discussion and Analysis the factors you
considered in negotiating a purchase price of the entity if you
were
not able to estimate the future cash flows from the technology and
customer relationships.

e) Notwithstanding the above, your disclosures in the filing
should
be revised to clearly indicate that the patents were recorded at
cost
because you were unable to determine the market value of these
patents.

f) In addition, you should clearly disclose that you were not able
to
determine a value for trademarks and customer relationships, and
thus
no amounts were allocated to those intangible assets.

Interim Financial Statements as of September 30, 2004

19. Please supplementally tell us the source of the funds that
were
used to pay down the revolving credit facility subsequent to
September 30, 2004.  If the source of the funds was new debt or an
equity infusion, you should revise your disclosures throughout the
filing to disclose that fact, and discuss the impact of that
transaction on this offering.

* * *

      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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Veri-Tek International, Corp.
December 6, 2004
Page 7

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