March 1, 2005



Mail Stop 0306

Mr. Timothy C. Clayton
Chief Financial Officer
PPT Vision, Inc.
12988 Valley View Road
Eden Prairie, MN 55344


      Re:	PPT Vision, Inc.
		Form 10-KSB for Fiscal Year Ended October 31, 2004
		File No. 000-11518

Dear Mr. Clayton:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your 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 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-KSB for the Fiscal Year Ended October 31, 2004

Note 10. Shareholders` Equity - Page 35

1. Please tell us how you accounted for the lowering of the
exercise
price of the warrants from $2.50 to $70 per share and why.

Note 15. Discontinued Operations - Page 38

2. Please tell us how you intend to account for the receipt of
future
royalties and why. Explain whether or not you expect the royalties
to
be material to your results of operations or cash flows. Address
how
you considered your continued participation in this entity through
royalties in your classification of the sale of the 3D business as
a
discontinued operation.

Item 8A. Controls and Procedures - Page 20

3. We note your disclosure that your chief executive officer and
your
chief financial officer "believe that the Company`s disclosure
controls and procedures are effective in ensuring that material
information related to the Company is made known to them by others
within the Company."
* The use of the word "believe" suggests that it does not appear
that
your certifying officers have reached a conclusion that your
disclosure controls and procedures are effective.  Please revise
your
disclosure in future filings to address your officers` conclusions
regarding the effectiveness of your disclosure controls and
procedures.

* The language that is currently included after the word
"effective"
in your disclosure appears to be superfluous, since the meaning of
"disclosure controls and procedures" is established by Rule 13a-
15(e)
of the Exchange Act.  Please revise your disclosure in future
filings
to remove this superfluous language.  However, if you do not wish
to
eliminate this language, please revise so that the language that
appears after the word "effective" is substantially similar in all
material respects to the language that appears in the entire two-
sentence definition of "disclosure controls and procedures" set
forth
in Rule 13a-15(e).


4. We note your disclosure that "there have been no significant
changes in internal control over financial reporting that occurred
during the period..."  Please revise your disclosure in future
filings to remove the word significant and to discuss all changes
in
your internal control over financial reporting that have
materially
affected, or that are reasonably likely to materially affect, your
internal control over financial reporting, as required by Item
308(c)
of Regulation S-B, as amended effective August 13, 2003.


* * * * *

       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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 filing;

* 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 Tom Dyer, Staff Accountant, at (202) 824-
5564
or me at (202) 942-2861 if you have any questions.  In this
regard,
do not hesitate to contact Daniel Gordon, Branch Chief, at (202)
942-
2813.

							Sincerely,


							Kate Tillan
							Reviewing Accountant

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Mr. Timothy C. Clayton
PPT Vision, Inc.
March 1, 2005
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