Mail Stop 0306

March 18, 2005



VIA U.S. MAIL AND FAX (734) 414-4840

Mr. John J. Garber
Vice President and Chief Financial Officer
Perceptron, Inc.
47827 Halyard Drive
Plymouth, Michigan 48170

	Re:	Perceptron, Inc.
		Form 10-K for the year ended June 30, 2004


Dear Mr. Garber:

      We have reviewed your response dated February 28, 2005 and
have
the following comment.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. In our comment, we asked 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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.










Accounting Comment

Form 10-K for the year ended June 30, 2004

Note 6. Commitments and Other - Page 26

1. We note your response to our prior comment 14 and understand
that
your intention is to hedge the net investment in the company`s
German
subsidiary. However, it is still unclear to us the nature of the
cash
flow hedges. Please identify the hedged transactions and how the
transactions are typically settled. Include in your discussion how
you conclude that these hedges are highly effective and qualify
for
hedge accounting. Tell us the amount of the gain/loss recognized
in
earnings during the reporting period as well as a description of
the
transactions that will result in the reclassification into
earnings
of gains/losses that are reported in other comprehensive income.
See
paragraphs 44 and 45 of SFAS 133, as amended.


*    *    *    *

      As appropriate, please respond to this comment 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
comment
and provides any requested supplemental 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 Julie Sherman, Staff Accountant, at (202)
824-
5506 or me at (202) 942-2813 if you have questions.  In this
regard,
do not hesitate to contact Martin James, the Senior Assistant
Chief
Accountant, at (202) 942-1984.



							Sincerely,



							Daniel Gordon
							Branch Chief
Mr. John J. Garber
Perceptron, Inc.
March 18, 2005
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