VIA FACSIMILE AND U.S. MAIL

                                                     March 23,
2005

Stephen D. Reichenbach
Principal Financial Officer
Flow International Corporation
23500- 64th Avenue South
Kent, Washington 98032

	RE:	Form 10-K/A for the fiscal year ended April 30, 2004
      Form 10-Q for the period January 31, 2005
      File No. 0-12448

Dear Mr. Reichenbach:

	We have reviewed your letter dated March 4, 2005 and have the
following comments.  Where indicated, we think you should revise
your
disclosures 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.  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 phone numbers
listed below.

FORM 10-K/A FOR THE YEAR ENDED APRIL 30, 2004

Comment applicable to your overall filing

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.








Financial Statements

Statements of Operations, page 35

2. We have read your response to comment 10.  You have agreed to
disclose the components and related amounts included in other
income
(expense) in a note to the financial statements in future filings.
Please show us what this disclosure will look like for the fiscal
year ended April 30, 2004 and for the nine months ended January
31,
2005.

Note 1 - The Company and Summary of Significant Accounting
Policies,
page 38

3. We have read your response to comment 14.  Please specifically
disclose the types of expenses that you include in the cost of
sales
line item, including inbound freight charges, purchasing and
receiving costs, inspection costs, warehousing costs, internal
transfer costs and other costs of your distribution network in
your
accounting policy.

Exhibits 31.1 and 31.2

4. We have read your response to comment 20.  Please refile the
Forms
10-K and 10-Q`s in their entirety.  See Question 17 of our FAQ
regarding the Sarbanes-Oxley Act of 2002 dated November 8, 2002.

FORM 10-Q FOR THE PERIOD ENDED JANUARY 31, 2005

Comment applicable to your overall filing

5. Please address the above comments in your interim filings as
well.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.







      You may contact Ernest Greene, Staff Accountant, at (202)
942-
8091, or in his absence, Nudrat Salik, at (202) 942-7769, if you
have
questions regarding comments on the financial statements and
related
matters.
							Sincerely,



							Rufus Decker
      						Accounting Branch Chief

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Mr. Stephen Reichenbach
March 23, 2005
Page 1 of 3



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

         DIVISION OF
CORPORATION FINANCE