October 28, 2004

Mike Wallis
Chief Financial Officer and Vice President, Finance
Ag-Bag International Limited
2320 SE Ag-Bag Lane
Warrenton, Oregon  97146

RE:  	Form 8-K Item 4.01 filed October 27, 2004
	File # 0-18259

Dear Mr. Wallis:

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.  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 number listed at
the end of this letter.

1. Please amend this Form 8-K when the Moss Adams LLP`s date of
resignation is effective, including this date.  Also, ensure to update
your disclosures regarding any disagreements or reportable events with
Moss Adams LLP through the effective date along with an updated
Exhibit 16 letter from Moss Adams LLP, stating whether they agree with
the statements made in your amended Form 8-K.

2. When you engage a new accountant, please report the engagement in a
new Form 8-K and comply with the requirements of Regulation S-K Item
304 (a)(2).  In making any disclosures about consultations with your
new accountants, please ensure you disclose any consultations up
through the date of engagement.

*****

Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business days
to respond, you should contact the staff immediately to request
additional time.  Direct any questions regarding the above to the
undersigned at (202) 942-1989.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
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 in the filings reviewed by the staff 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.

Sincerely,




Tracey Houser
Staff Accountant
Mr. Wallis
Ag-Bag International Limited
October 28, 2004
Page 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE