Mail Stop 0510

      February 18, 2005

By U.S. mail and facsimile to (508) 563-6444


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


	RE:	Form 10-KSB for the fiscal year ended September 30, 2004
		Form 10-QSB for the quarterly period ended January 2,
2005
      File No. 000-29024



Dear Mr. Marsiglio:

      We have reviewed your response letter dated February 15,
2005
to our letter dated January 25, 2005 and have the following
comment.


Note 1(h) - Operations and Significant Accounting Policies:
Revenue
Recognition, page F-9

1. We have reviewed your response to comment 6.  We note that your
research and development contracts "are primarily with the Federal
government and do not obligate the Company to repay any of the
funding if efforts are not successful."  In addition, you have
stated
that these "are primarily best efforts contracts to provide
research
services on a cost plus fixed fee basis."  Please tell us the
consideration you gave to the factors listed in paragraph 3.53 of
the
AICPA Audit and Accounting Guides - Audit of Federal Government
Contractors in concluding that these contracts should be accounted
for as revenue rather than as an offset to your research and
development expense.  Please refer to paragraphs 3.50 - 3.54 of
the
Audit Guide.


*    *    *    *

		Please respond to this comment 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
response to our comment.

      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.

	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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

      If you have any questions regarding these comments, please
direct them to Ryan Rohn, Staff Accountant, at (202) 824-5525 or,
in
his absence, to Scott Watkinson, Staff Accountant at (202) 942-
2926,
or the undersigned at (202) 942-1798.

							Sincerely,



							John Hartz
							Senior Assistant Chief
Accountant
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Mr. Ronald L. Marsiglio
Benthos, Inc.
February 18, 2005
Page 2 of 2



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

         DIVISION OF
CORPORATION FINANCE