Mail Stop 6010

      July 27, 2005




Mr. Jose Luis Martin
Chief Financial Officer
Instrumentation Laboratory S.P.A.
Viale Monza 338
20128 Milano
Italy

	RE:	Instrumentation Laboratory S.P.A.
		Form 20-F for the fiscal year ended November 30, 2004
		Filed May 17, 2005
		File No. 0-28856

Dear Mr. Martin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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  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 20-F for the period ending November 30, 2004

Item 15 Controls and Procedures
1. We note your statement that your chief executive officer and
your
chief financial officer "have concluded that as of the Evaluation
Date such disclosure controls and procedures were reasonably
designed
to ensure that information required to be disclosed by the Company
in
reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified
in the rules and forms of the Securities and Exchange Commission."
It does not appear that your certifying officers have reached a
conclusion that your disclosure controls and procedures are
effective.  Please revise to address your officers` conclusions
regarding the effectiveness of your disclosure controls and
procedures. Refer to Item 15(a) of Form 20-F.



*    *    *    *

      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 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 filing to be certain that the
filing includes all information required under the Securities
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 Dennis Hult, Staff Accountant, at (202) 551-
3618 or myself if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3603 with any other questions.  In this regard, do not
hesitate
to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-
3554.


								Sincerely,



								Jay Webb
								Reviewing Accountant

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Jose Luis Martin
Instrumentation Laboratory S.P.A.
July 27, 2005
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