Mail Stop 7010

      December 21, 2005

Ronald L. Marsiglio
President and Chief Executive Officer
Benthos, Inc.
49 Edgerton Drive
North Falmouth, Massachusetts 02556

      Re:	Benthos, Inc.
      PRE R 14A filed December 19, 2005
      Form 8-K/A filed December 19, 2005
			File No. 000-29024

Dear Mr. Marsiglio:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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.


Schedule 14A

Merger Consideration, page 2 and Treatment of Stock Options, page
2
1. We note your response to prior comments four and five.  Please
revise your disclosures to clarify whether the approximately $3.8
million payable to option holders is included in the $36.9 million
aggregate merger consideration disclosed.  Make similar revisions
elsewhere as appropriate.




Background of the Proposed Merger, page 15
2. Revise your disclosure in the third paragraph on page 16 to
disclose what the current market price was on August 31, 2005.

Reasons for the Merger, page 17
3. We note your response to prior comment 13.  Please tell us, and
revise to clarify, why the fact that the common stock traded in
excess of the merger consideration is a reason for engaging in the
merger.

Publicly Traded Comparable Companies Analysis, page 22
4. We note your response to prior comment 16; however, it is still
unclear how the comparable companies were chosen for the analysis.
For example, once companies that operated in the same industry as
Benthos were identified, where the comparable companies then
chosen
based on similar revenues, net sales, or some other measures?  As
another example, with regard to the selected merger transactions
analysis, were comparable transactions chosen on the basis of
approximate total merger consideration?

Financial Projections, page 26
5. Delete the statement that neither Benthos nor its board of
directors assumes any responsibility for the reasonableness,
completeness, accuracy or reliability of the projections.  You may
not disclaim responsibility for information disclosed in the proxy
statement.
6. On page 27, delete the statement that your shareholders should
not
rely on the information in making a voting decision.  While you
may
include disclosure cautioning that projections are forward-looking
and not necessarily indicative of future performance, you may not
tell shareholders they cannot rely on information you publicly
disclose.

Summary of Projections, page 27
7. We note your response to prior comment 11 and the inclusion of
projections provided to Teledyne; however, your revisions do not
include the projections provided to other parties as requested.
Please revise to include all projections provided to other
potential
acquirers.  In this regard, we particularly note it is likely that
projections were provided regarding fiscal year ending 2005 and
your
financial statements for that year have not yet been filed.

Representations and Warranties, page 38
8. We note your response to prior comment 24.  Please revise to
delete "and constitute a breach" from the additional language
included in this section.   Our prior comment requested that you
include disclosure acknowledging that if specific material facts
exist that contradict the representations or warranties in the
merger
agreement, you will provide corrective disclosure.  It is possible
that material facts could exist that contradict the
representations
or warranties made without rising to the level of a breach of the
merger agreement.  Make a similar revision in Annex A.
Closing Comment

      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 supplemental 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.

      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
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.

	Please contact Tamara Brightwell, Staff Attorney, at (202)
551-
3751 or in her absence, Chris Edwards, Special Counsel, at (202)
551-
3742 with any questions.


Sincerely,



Pamela A. Long
Assistant Director


Cc:  	John T. Lynch
	Davis Malm D`Agostine, P.C.
	One Boston Place
	Boston, MA 02108


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Mr. Ronald Marsiglio
Benthos, Inc.
December 21, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE