Mail Stop 6010





       March 23, 2006



Ms. Susan E. Knight, Chief Financial Officer and Vice President
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344


	RE:	MTS Systems Corporation
		Form 10-K for the fiscal year ended October 1, 2005
		Filed January 24, 2006
		File No. 0-02382


Dear Ms. Knight:

	We have reviewed your response dated February 16, 2006 and
have
the following comments.  We have limited our review to matters
related to the issues raised in our comments and we will make no
further review of your documents. 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.

Form 10-K for the period ending October 1, 2005

Cash Flow Statement, page F-7

1. Please refer to prior comment 2.  We note in future filings you
will report cash flows from discontinued operations separately on
the
face of the cash flow statement. While we do not believe your
previous presentation complied with SFAS 95, we will not object if
you retroactively modify your presentation similar to a change in
accounting method (without referring to the correction of an
error)
provided that you comply with the following:
* If you expect to request effectiveness of a registration
statement
or mail a transactional proxy statement prior to filing your next
periodic report, you include the changed presentation as well as
the
annual cash flow information requested below in that
registration/proxy statement prior to effectiveness.
* You label either the column heading or the marginal heading as
"revised" or "restated."  Characterizing the modification as
"reclassified" will not suffice.
* You make specific and prominent footnote disclosure to the
effect
that the company has separately disclosed the operating, investing
and financing portions of the cash flows attributable to
discontinued
operations, which in prior periods were reported on a combined
basis
as a single amount.
* Since your next periodic report is a Form 10-Q, you quantify and
present separate totals of operating, investing and financing cash
flows from discontinued operations for the most recently completed
three fiscal years.



      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  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.

      You may contact Dennis Hult, Staff Accountant, at (202) 551-
3618 or me at (202) 551-3554 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin F.
James, Senior Assistant Chief Accountant, at (202) 551-3671.


								Sincerely,



								Angela J. Crane
								Accounting Branch Chief

Susan E. Knight
MTS Systems Corporation
March 23, 2006
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