January 14, 2005


Frederick M. Green
President and Chief Executive Officer
Ault Incorporated
7105 Northland Terrace
Brooklyn Park, Minnesota 55428-1028

Re:	Ault Incorporated
		Annual Report on Form 10-K for fiscal year ended May 30,
2004
      Filed August 25, 2004
		File No. 0-12611

Dear Mr. Green:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
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.

Form 10-K for year ended May 30, 2004

Item 1. Business - Page 2
1. In future filings, please include a discussion of your
practices
relating to working capital items pursuant to Item 101(c)(1)(vi)
of
Regulation S-K.  We note your disclosure on page 10 that you carry
an
increased level of inventory of certain items.
2. We note you have significant manufacturing operations located
abroad, particularly in China and South Korea.  Please expand your
discussion in future filings to describe more fully the impact of
foreign regulation on your business.  Also expand your discussion
of
the risks involved with operating internationally.
      Manufacturing and Sources of Supply - Page 8
3. In future filings, please describe the material terms of the
arrangements with your subcontractors, such as their scope,
duration
and termination provisions.  Also, discuss the importance of these
agreements to your business, including the extent to which your
business depends on such agreements.

Item 7.  Management`s Discussion & Analysis of Financial
Condition...
- Page 14

      Liquidity and Capital Resources - Page 15
4. We note your disclosure on page 15 that you "took steps to
reduce
expenses, improve cash flow and return to profitability,"
including
the consolidation of manufacturing operations, and that you
attributed part of your increase in gross margin in fiscal 2004 to
cost reductions related to the consolidation.  In future filings,
please expand to describe more specifically management`s expense
reduction efforts beyond the consolidation, and quantify the known
savings that have resulted from these other efforts for each
period
for which financial statements are presented.  Also indicate
whether
any charge was taken in connection with any of these activities.
5. We note your statement that management believes your available
cash, borrowings and amounts generated from operations will be
sufficient to meet your cash requirements for the next twelve
months.
In future filings, please discuss your liquidity on a long-term
basis
as well.  See instruction 5 to paragraph 303(a) of Regulation S-K.
6. We note your disclosure that your credit facility with Wells
Fargo
contains financial covenants requiring you to maintain a minimum
capital base and imposing limitations on capital expenditures and
payment of dividends.  In future filings, quantify the thresholds
that you must maintain.  Also ensure that your liquidity and
capital
resources discussion includes a brief description of all material
terms of the agreement, such as the fact that the availability of
the
line of credit is based on your outstanding receivables.  Clarify
which assets secure the facility, or if all assets secure the
facility, so state.  Finally, please file the agreement as an
exhibit.
7. Additionally, supplementally and in future filings, discuss
what
would happen if you were unable to obtain a waiver or amendment
from
your lender on reasonable terms?  What kind of interest rate
increases could be imposed?
8. We note your disclosure that in July 2004, you obtained a
waiver
and amended the credit facility since you did not meet the net
book
worth and income before taxes thresholds set forth in the credit
agreement.  If, in the future, there is a material risk of
triggering
terms of your indebtedness that result in making a credit facility
unavailable or accelerating a balance due:
* Discuss with greater specificity how near you are to violating
each
such term.  Quantify wherever possible.
* Quantify the amount that will be accelerated.
9. In future filings expand to describe the reasons for the
increases
and decreases in the various components of working capital cited
as
impacting cash flow from operations.  In general, when you
describe
the effects of changes in working capital on cash flow from
operations, the reasons for these changes should also be
described.

Results of Operations - Page 16
10. Please note that in future filings, you should include
detailed
disclosures regarding the expected effects of your exit plans on
future earnings and cash flows, and actual savings achieved in
later
periods should be quantified and described.  Significant variances
between anticipated and actual savings should be disclosed and the
reasons for (and anticipated impact of) these variances discussed.
Please revise future filings accordingly.
11. Due to the significance of the exit charges of $2.1 million in
fiscal 2004, we would expect a significantly more detailed
discussion
of the nature, timing and measurement of and reasons for the
charges.
Please provide this information in future filings.
12. Supplementally tell us more about the $1.2 million of
additional
bad debt expense recorded in fiscal year 2002.  Did this relate to
a
particular customer or product?  Please advise and revise future
filings to clarify.

Item 8.  Financial Statements and Supplemental Data - Page 21

Consolidated Balance Sheets - Page 26
13. In future filings please present the liquidation preferences
of
the convertible preferred stock on the face of the balance sheet
and
include a description in the footnotes in accordance with
paragraphs
6 and 7 of SFAS 129.
14. We note the classification of your redeemable convertible
preferred stock in the mezzanine section.  Please tell why the
classification is appropriate.  Refer to EITF D-98 and SFAS 150 in
your response.

Note 1. Nature of Business, Liquidity, and Significant Accounting
Policies - Page 30

Goodwill - Page 31
15. We note that you recorded an impairment charge for goodwill in
the fourth quarter of fiscal year 2003. Please revise the notes to
your financial statements in future filings as follows:
(a) 	Describe in more detail, the facts and circumstances leading
to
the goodwill
		impairment.
(b) Disclose in more detail the method and significant assumptions
used to determine the fair value under SFAS 142.
(c) Disclose to explain why the charge was recorded in the fourth
quarter and not an earlier period.  Refer to paragraph 28 of SFAS
142
in your response.
(d) When an impairment charge is significant, you should provide
more
detailed information about the nature, timing, and measurement of
and
reasons for the impairment charge. You should similarly revise
your
discussion in MD&A to provide more detailed information.

Please also supplementally provide this information. See
paragraphs
46 and 47 of SFAS 142.

Stock Compensation - Page 33
16. Revise future filings to provide all disclosures specified in
paragraph 2(e)(c) of SFAS 148.  Specifically, revise the table to
include the stock-based employee compensation cost, net of related
tax effects, that would have been included in the determination of
net income if the fair value based method had been applied to all
awards.

Note 5. Plant Closing - Page 36
17. In future filings please disclose in the notes and in MD&A the
factors leading you to conclude that the assets were impaired.
For
example, revise future filings to discuss the impairment
indicators
you reviewed and the assumptions you relied upon in your analyses.
Refer to paragraph 26 of SFAS 144.
18. In this regard, it appears that the roll-forward includes an
accrual for asset impairment charges.  Impairment charges
immediately
reduce the carrying amounts of impaired assets. As such, it
appears
that you may not be properly reflecting the value of the impaired
assets in your statement of financial position.  Please discuss
and
revise future filings to clarify.

Note 12. Segment Information and Foreign Operations - Page 41
19. If revenues derived from any particular foreign country are
material, revise future filings to disclose the name of the
country
and the amount of revenue from the country.  Refer to paragraph
38(a)
FAS 131.

Item 9A. Controls & Procedures - Page 45
20. We note that your auditors identified a material weakness in
your
internal controls in connection with the audit of your fiscal 2004
financial statements.  Please revise to discuss in more detail the
nature of the "certain inventory transactions" and how the
material
weakness impacted your financial statements.  Quantify the impact
of
any adjustments on your financial statements as a result of the
identification of this material weakness.  Also clarify whether
the
material weakness has had any material effect on the accuracy of
the
company`s financial statements prepared with respect to any prior
fiscal period.
21. Supplementally explain how you were able to provide complete
and
accurate information for the interim planning and reporting
purposes.
22. Please supplementally provide us with any management letters
from
the company`s auditors to the audit committee, the Board of
Directors, and/or any third party consultants and copies of any
correspondence, reports or notes to and from the company that
address
the weakness in the company`s internal controls.
23. It appears from your disclosure that you concluded the
material
weakness did not constitute a deficiency in your disclosure
controls
and procedures.   Please revise to explain the basis for your
conclusion that the material weakness did not constitute a
deficiency
in your disclosure controls and procedures.
24. Please disclose how, if at all, the discovery of the
identified
material weakness in the company`s internal controls impacted the
effectiveness determinations that the company`s CEO and CFO made
with
respect to the company`s disclosure controls and procedures in
prior
periods.
25. We note your disclosure that you will "implement certain
enhancements" to your internal controls and procedures that you
believe will address the material weakness.  Please revise to
address
specifically what the company is doing to improve its internal
control over financial reporting, when all improvements and
corrective actions will be implemented completely, and what
actions
the company took or is taking in the interim to mitigate the
weaknesses in the controls.
26. We note your disclosure that your principal executive officer
and
principal financial officer concluded that your disclosure
controls
and procedures are effective and designed to ensure that the
information required to be disclosed in the reports filed or
submitted under the Securities Exchange Act of 1934 is "recorded,
processed, summarized and reported within the requisite time
periods."  Revise to clarify, if true, that your officers
concluded
that your disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports
that
you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure.  See Exchange Act Rule 13a-15(e).

Item 10.  Directors and Executive Officers of the Registrant -
Page
46

	Audit Committee - Page 2
27. Supplementally demonstrate how Mr. Colwell meets the
definition
of "audit committee financial expert," as that term is defined in
Item 401(h) of Regulation S-K, and explain how he acquired the
attributes required of an expert.  For guidance, refer to Part
II.A
of Release No. 33-8177, Disclosure Required by Sections 406 and
407
of the Sarbanes-Oxley Act of 2002 (revised January 24, 2003).

	Election of Directors - Page 4
28. In future filings, please expand your disclosure of the
background of each director and executive officer to describe
briefly
his or her business experience.  Refer to Item 401(e) of
Regulation
S-K.

Item 11. Executive Compensation - Page 46

      Summary Compensation Table - Page 10
29. In future filings, please ensure you have included a
description
of the amounts listed in the "all other compensation" column for
every named executive officer.  We note that footnote (3) to the
table was omitted.

Form 10-Q for period ended November 28, 2004

Controls and Procedures - Page 16
30. 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 prior to the filing of
the
report.  Please amend your filing to disclose management`s
conclusion
regarding the effectiveness of your disclosure controls and
procedures as of the end of the period covered by the 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.
31. We note your conclusion that your disclosure controls and
procedures are effective "in ensuring that material information
related to the Company is made known to them by others within the
Company."
* Given the limitation noted, it remains unclear whether your
chief
executive officer and chief financial officer have concluded that
your disclosure controls and procedures are effective.  Please
revise
your disclosure to address your officers` conclusions regarding
the
effectiveness of your disclosure controls and procedures.
* Revise to clarify, if true, that your disclosure controls and
procedures are designed to ensure that the information required to
be
disclosed by the Company in reports that it files under the
Exchange
Act is recorded, processed, summarized and reported within the
time
periods specified in the rules and forms of the SEC and your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your chief
executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e).
32. Please revise your disclosure concerning changes in internal
controls over financial reporting to indicate whether there was
any
change in your internal control over financial reporting that
occurred during period covered by the report that has materially
affected or is reasonably likely to materially affect your
internal
control over financial reporting, as required by Item 308(c) of
Regulation S-K as amended effective August 13, 2003.

*   *   *

      As appropriate, please amend your registration statement in
response to these comments.  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.
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 in the filings reviewed by the staff 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 Lynn Dicker at (202) 854-5264 or Angela
Crane
at (202) 942-1931 if you have questions regarding comments on the
financial statements and related matters. Please contact Mary Beth
Breslin at (202) 942-2914 or me at (202) 942-1927 with any other
questions.


Sincerely,



							Thomas A. Jones
      Senior Attorney


Ault Incorporated
January 14, 2005
Page 1