Mail Stop 6010

      November 30, 2005



VIA U.S. MAIL AND FAX (248) 615-2971

Mr. Mark R. Doede
Chief Financial Officer
Integral Vision, Inc.
38700 Grand River Avenue
Farmington Hills, Michigan 48335

	Re:	Integral Vision, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 29, 2005
		File No. 000-12728


Dear Mr. Doede:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
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.  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 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
filings.
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.



Form 10-K for the year ended December 31, 2004

Item 9A. Controls and Procedures, page 15

1. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days before the filing date
of
your annual report.  Ensure future filings disclose management`s
conclusion regarding the effectiveness of your disclosure controls
and procedures as of the end of the period covered by the annual
report.  Refer to Item 307 of Regulation S-K and Part III.F of
Management`s Reports on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm.

2. We note your disclosure that management has concluded that your
disclosure controls and procedures are effective "to ensure that
information required to be disclosed in our periodic reports filed
under the Exchange Act is recorded, processed, summarized, and
reported, in each case, within the time period specified by the
SEC`s
rules and regulations." The language that is currently included
after
the word "effective" in your disclosure appears to be superfluous,
since the meaning of "disclosure controls and procedures" is
established by Rule 13a-15(e) of the Exchange Act.  However, if
you
do not wish to eliminate this language, please revise future
filings
so that the language that appears after the word "effective" is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).

Financial Statements

Note A - Significant Accounting Policies, page 28

Inventories, page 29

3. We noted that your obsolescence reserves represented
approximately
80% of your inventory in 2003 and approximately 47% in 2004.
Please
confirm to us that you write down your inventory to the lower of
cost
or market, creating a new cost basis that cannot subsequently be
marked up based on changes in underlying facts and circumstances.
See
ARB 43 and SAB Topic 5-BB.

Capitalized Computer Software Development Costs, page 29

4. We see that computer software development costs are capitalized
after the establishment of technological feasibility. Please
revise
future filings to disclose the following:

* The nature of the software.  Clearly indicate, if true, the
software is for use in products to be sold.

* The type of costs that you have capitalized (i.e. payroll, other
direct costs).

* The status of any significant computer software projects,
including
when you expect to cease capitalizing costs (i.e. when the product
is
available for customer use or upon implementation).

Revenue Recognition, page 30

5. Please confirm to us that the company recognizes revenue in
accordance with SAB 104.  If true, revise your disclosure in
future
filings to clearly indicate you comply with the SAB.

Note C - Long-Term Debt and Other Financing Arrangements, page 32

6. Please revise future filings to provide specific information
about
the following:

* The referenced modifications that changed the maturity dates of
certain Notes, increased the maximum amount outstanding to $5.5
million and created a new Class 3 Note as well as how you
accounted
for the modifications.

* The warrants, including how and when the conversion prices were
determined (and measured for accounting purposes) as well as how
you
accounted for the significant provisions of the warrants in your
financial statements.

7. We noted that the Class 3 Notes are convertible into shares of
the
company`s common stock at $.75 per share. Please respond to the
following:

* Please provide us with the modification date.

* Tell us your consideration regarding whether a beneficial
conversion feature exists with regards to the conversion feature
of
the Class 3 Notes.

8. We noted that the warrants that were originally issued with the
1997 Note were re-priced and additional warrants were issued.
Please
tell us how you accounted for this modification to the terms of
the
warrants.

Form 8-K dated April 12, 2005

9. We see that you have a Registration Rights Agreement which
requires you to file a Registration Statement (covering the common
stock into which the Series A Preferred Stock is convertible and
for
which your warrants are exercisable) within a certain period of
time.
In addition, we see that under the Registration Rights Agreement,
you
must maintain effectiveness of the Registration Statement. We
noted
various penalties you will incur if you do not maintain
effectiveness
of the said Registration Statement. Tell us how you have accounted
for the provisions of the Registration Rights Agreement.  Your
response should address the impact of EITF 00-19 and EITF 05-04 on
your required accounting. Please be as detailed as possible in
your
response.  We may have further comments after reviewing your
response.

Form 10-Q for the period ended September 30, 2005

Notes to Consolidated Financial Statements, page 9

Note A - Significant Accounting Policies, page 9

10. We see that you issued 7,000 shares of Series A Convertible
Preferred Stock on April 12, 2005 and each share was subsequently
converted into 1,000 shares of common stock. Tell us your
consideration as to whether the conversion feature of the
preferred
stock included a beneficial conversion feature. We refer you to
EITF
98-5, EITF 00-19 and EITF 00-27.  We may have further comments
after
reviewing your response.


      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 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
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 filings;

?	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.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640 or me at (202) 551-3603 if you have any questions regarding
these comments.  In this regard, do not hesitate to contact Angela
Crane, Accounting Branch Chief, at (202) 551-3554.



								Sincerely,



								Jay Webb
								Reviewing Accountant
Mr. Mark R. Doede
Integral Vision, Inc.
November 30, 2005
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