Mail Stop 6010

      June 30, 2005

VIA U.S. MAIL and FACSIMILE (952) 361-8128


Patricia M. Hollister
Chief Financial Officer
FSI International, Inc.
3455 Lyman Boulevard
Chaska, Minnesota  55318

	RE:	FSI International, Inc.
		Form 10-K for the fiscal year ended August 28, 2004
		Filed November 9, 2004
		File No. 000-17276

Dear Ms. Hollister:

      We have reviewed your letter dated June 7, 2005 and related
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 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 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 10-K for the year ended August 28, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operation, page 16

Wind Down of Microlithography Business, page 20
1. Please refer to prior comment 1.  In future filings, please
disclose the amount of inventory you scrapped in each period
presented and the remaining inventory to be disposed.
2. Please refer to prior comment 2.  In future filings, discuss
the
circumstances that resulted in the $7 million gain on sale of the
Texas facility, as outlined in your response.

Consolidated Financial Statements

Note 1.  Description of Business and Summary of Significant
Accounting Policies, page 40
3. We note that you offer system upgrade packages under your
Equipment Upgrade Program.  Please tell us how you account for
this
program and demonstrate your accounting complies with GAAP.  If
material, revise future filings to discuss.

Note 8.  Property, Plant and Equipment, page 52
4. Please refer to prior comment 5, which addressed your
accounting
for evaluation systems included in inventory.  Your policy of
amortizing the carrying value of the units over 18 months if not
sold
within 12 months, does not appear to be consistent with Statement
6
of ARB 43, which requires you to record inventory at the lower of
cost or market and further states that "market should not exceed
the
net realizable value."  Please revise your financial statements to
correctly apply that guidance.
5. In addition, please tell us where you currently present your
amortization costs.  The estimated reduction of the realizable
value
of the inventory should be classified as part of cost of sales.
Please revise your financial statements as necessary.

Note 9. Investments in Affiliates, page 52
6. Please refer to prior comment 6.  Because your equity in income
from continuing operations before taxes for mFSI LTD was 237% of
your loss from continuing operations before taxes for 2004, full
financial statements under Rule 3-09 of Regulation S-X appear to
be
required.  Please revise to provide these financial statements.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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.

You may contact Kristin Lochhead, Staff Accountant, at (202) 551-
3664
or me at (202) 551-3554 if you have any questions.  In that
regard,
please do not hesitate to contact Martin James, Senior Assistant
Chief Accountant, at (202) 551-3671.

							Sincerely,



							Angela Crane
							Accounting Branch Chief


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Ms. Hollister
FSI International, Inc.
June 30, 2005
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