November 10, 2004

Mr. James Rosenberg
Senior Assistant Chief Accountatn
Securities and Exchange Commission
Division of Corporate Finance

Re:   Techne Corporation
      Form 10-K for the Year Ended June 30, 2004
      File No. 0-17272

Dear Mr. Rosenberg:

This letter is in response to the comment letter received by us dated October 
27, 2004, containing comments to our Form 10-K for the year ended June 30, 
2004.  For your convenience, we have reproduced each of the Staff's comments 
from the comment letter.  Each item number set forth below is in response to 
the corresponding item number in the comment letter.

Short-Term Investments, pg.32

1.  Comment:
    Please provide, supplementally, management's assessment of compliance to 
    paragraph 17 of SFAS 115 as amended by SFAS 135, given that the Company 
    currently characterizes debt instruments with maturities of three months 
    to three years as short-term.
    We are currently analyzing our classification of investments with 
    maturities of greater than one year and are discussing it further with our 
    external auditors.  We will respond to this comment within five business 
Inventories, pg. 32
2.  Comment:
    We note that you produce quantities in excess of forecasted usage.  Please 
    tell us and clarify in the filing why you believe your inventory balance 
    in excess of forecasted usage does not require an  impairment.  Also, tell 
    us why you believe a two-years' sales forecast is appropriate and how the 
    sales forecast is used in determining whether or not impairment exists. 
    The portion of Techne inventory for which excess quantities are produced 
    is the inventory of proteins and antibodies.  Inventories of these 
    products in excess of forecasted usage have been impaired on the balance 
    sheet.  The total value of protein and antibody inventory on hand at June 
    30, 2004 was $10.4 million of which $8.6 million (as noted on pg. 23) was 
    determined to be in excess of forecasted usage.  Therefore, only $1.8 
    million of protein and antibody inventory was included in the June 30, 
    2004 finished goods inventory balance.  
    A two-year sales volume forecast (in micrograms) is developed for each 
    individual protein and antibody Techne sells (currently over 4,600 
    different SKU's) based upon the historical sales of each of the individual 
    products.  Any volume on hand for each product above the forecast is 
    considered "in excess" and is excluded from the inventory value on the 
    balance sheet at period end.  
    Individual sales volumes of proteins and antibodies can be volatile and 
    difficult to predict, especially on newly released products for which 
    there is not a lengthy sales history.  Sales volumes of products that do 
    have a longer history can also vary significantly if the product is found 
    to be of interest in new research areas or interest in an area of research 
    declines.  Techne has used a two-year volume forecast to value protein and 
    antibody inventory because we feel forecasting beyond that time period is 
    highly uncertain due to the rapid pace of biotechnology advances.  An 
    analysis at June 30, 2004, of the value of inventory on hand, inventory on 
    the balance sheet and inventory considered "in excess" based on a two-year 
    forecast follows:
    $ Sales of               FY04 Protein/  Value of     Valued     
    Individual        #       Ab. Sales     Inv. on      on B/S    Excess
    Product.       of SKU's  (millions)    Hand (000's)  (000's)   (000's) 
    -------------- --------  ------------- ------------  -------   ------- 
    >$71,500          157    $35.5 (58%)     $ 1,223     $  559    $  664
    $25,000-71,500    259     11.0 (18%)       1,035        368       667
    $1-25,000       3,497     15.1 (24%)       7,233        824     6,409
    $0                749                        910          5       905
                    -----    -----           -------     ------    ------
                    4,662    $61.6           $10,401     $1,756    $8,645
                    =====    =====           =======     ======    ======
    The final two lines of the above analysis shows that $7.3 million of the 
    $8.6 million "excess" inventory was from protein and antibody products 
    (over 4,200) that, individually, had sales of less than $25,000 in fiscal 
    2004. These are slow moving and/or newer products for which likelihood of 
    selling all or a majority of the inventory on hand is highly uncertain and 
    therefore, based on a two-year forecast, only a small percentage of the 
    inventory on hand is included on the balance sheet.  A small number of 
    products (157) accounts for 58% of protein and antibody sales. These 
    products would tend to have more predicable sales patterns and a higher 
    likelihood of selling more of the inventory on hand and therefore, the two 
    year forecast results in a higher percentage of on-hand inventory valued 
    on the balance sheet.  We have concluded that we have a significant 
    portion of protein and antibody inventory on-hand that has low-volume 
    movement.  ARB No. 43, chapter 4, paragraph 8 requires the inventories be 
    priced at cost or market, whichever is lower, when the utility of the 
    inventory is no longer as great as its cost.  KPMG LLP's local audit 
    engagement team has reviewed the propriety of the two-year forecast and 
    our application of ARB No. 43.  Based on the above, we believe the use of 
    a two-year sales volume forecast to value protein and antibody inventory 
    is appropriate.
Investments, pg. 33
3.  Comment:
    Please tell us your basis for recording your equity pick-up in investees 
    as research and development expenses instead of equity/loss in investments 
    on your Statement of Operations.
    Techne's equity method investees are development stage companies, and in 
    each case, along with the investment, we signed a research agreement, 
    which gives us rights to develop and sell products in certain markets 
    based on their discoveries and/or patents.  Since the development of 
    products by these companies and the losses they incur during the 
    development stage could lead to our development of additional products, we 
    believe including our percentage of the investees' losses in research and 
    development during their development stage is appropriate.  Our intent was 
    that, at the point in time when these companies are no longer development 
    stage, we would include our share of their results in other expense/income 
    on the Statement of Operations.  Historically, the losses included in 
    research and development expense were not material to the financial 
    statements of Techne as a whole and were prominently disclosed in 
    Managements' Discussion and Analysis in all 10-K and 10-Q filings.  In the 
    quarter ended September 30, 2004, losses are no longer be included in 
    research and development  because (i) the investment in Discovery Genomics 
    was written off as of June 30, 2004, (ii) we accounted for ChemoCentryx on 
    a cost basis beginning in May 2004 as described in our response to Comment 
    4 below and (iii) since Hemerus began selling product during the quarter 
    we will be including our share of their results in other expense/income on 
    the Statement of Operations.
4.  Comment:

    Please clarify to us and in the filing why, prior to April 2004, you 
    believe it was appropriate to record 100% of the losses of CCX in your 
    financial statements, as disclosed in your March 31, 2004 Form 10-Q.  
    Please provide to us your analysis as to why your investment in CCX did 
    not qualify as a variable interest entity, as the Company is absorbing 
    100% of the operation losses of CCX.  Additionally, please explain to us 
    and in the filing why it was appropriate to account for the Company's 
    19.9% equity investment in CCX on the cost basis subsequent to April 2004.



    We invested in the Preferred Stock (Series A) of ChemoCentryx, Inc. (CCX) 
    beginning in 1997 and from July 1999 through January 2001, had a 49% 
    interest in CCX.  We accounted for this investment under the equity method 
    of accounting and included 100% of the operating results of CCX in our 
    consolidated financial statements due to the limited amount of cash 
    consideration provided by the holders of the common shares of CCX.  This 
    was discussed in our response dated February 26, 2002 to your previous 
    comment letter dated February 12, 2002.   

    In February 2001, CCX obtained $23 million in financing through the 
    issuance of 8.8 million shares of Series B Preferred Stock. After this 
    financing and through April 2004, the Company held approximately 26% of 
    the outstanding stock of CCX and accounted for CCX under the equity method 
    of accounting and included CCX operating results in consolidated 
    financials statements based on our ownership percentage. 

    In May and June of 2004, CCX completed a Series B offering and raised 
    $38.5 million.  We  participated in this offering and purchased 1.947 
    million shares at $2.60 per share, or $5.06 million. After this offering, 
    our ownership percentage dropped to 19.93%. CCX does not anticipate 
    needing to raise additional funding until 2007 and we do not have any 
    current plans to provide additional funding to CCX in the near term.  

    We have been issued warrants to purchase 1,666,665 shares of CCX Preferred 
    Stock (Series A) at $5.00 per share, which expire on December 31, 2005.  
    Since a recent financing was effected at $2.60 per share and our right to 
    demand registration of shares underlying the warrants was adversely 
    changed in connection with the financing, we have concluded that it is 
    unlikely that we will exercise the warrants.

    Each holder of shares of Preferred Stock (Series A and B) are entitled to 
    the number of votes equal to the number of shares of Common Stock into 
    which such shares of Preferred stock could be converted and have the 
    voting rights and powers equal to the voting rights and powers of Common 
    Stock.  This converts one to one, except with regards to voting for Board 
    members.  Techne's Series A entitles us to designate one director and in 
    the Series B offerings two venture capital firms are entitled to each 
    designate a director.

    Accounting Analysis:

    Per paragraph 17 of APB No. 18, "The Equity Method of Accounting for 
    Investments in Common Stock," " investment of less than 20% of the 
    voting stock of an investee should lead to a presumption that an investor 
    does not have the ability to exercise significant influence unless such 
    ability can be demonstrated." Techne's investment in CCX as of May 2004 
    was below 20% and thus the Company moved to the next step to analyze the 
    qualitative factors regarding their investment in CCX.

    FIN 35, "Criteria for Applying the Equity Method of Accounting for 
    Investments in Common Stock".   Paragraph 4 of FIN 35 gives examples of 
    indications that an investor may be unable to exercise significant 
    influence over the operating and financial policies of an investee. The 
    following is an analysis of each of the examples:

    1. Opposition by the investee, such as litigation or complaints to 
       governmental regulatory authorities, challenges the investor's ability 
       to exercise significant influence.

       During the Series B fund raising process, Techne encountered 
       opposition from CCX's management team and other board members 
       regarding Techne's desire to have input on limiting the number of 
       options authorized for the Employee Stock Option Plan and the price 
       and terms at which such options were granted. The CCX May 2004 Amended 
       Articles of Incorporation does have a 5.5 million limit on the number 
       of authorized shares, but this is a significantly higher number of 
       shares than what Techne had proposed in the negotiations and 
       furthermore, there is no directive regarding option grants or pricing. 

    2. The investor and investee sign an agreement under which the investor 
       surrenders significant rights as a shareholder. 

       From the Series A offering to Techne's investment in the Series B 
       offering, the date to demand registration of shares was extended from 
       November 15, 2004 to November 15, 2006 (this goes beyond the 
       expiration date of Techne's Series A warrants which expire on December 
       31, 2005). Techne considers this to seriously reduce the potential 
       value of their Series A warrants.  Techne negotiated to reprice and 
       obtain an extension of the expiration date of its warrants, but this 
       was strongly rejected by CCX's management and the group of venture 
       capital fund investors.  Warrants with a much later expiration date 
       and exercise price of $2.60 per share were issued to the party, a 
       director of CCX elected by the holders of Common Stock, who brought in 
       the venture capital funds.

    3. Majority ownership of the investee is concentrated among a small group 
       of shareholders who operate the investee without regard to the views of 
       the investor.

       Aside from Techne, a group of venture capital firms, some of which are 
       related and all of which are highly cooperative with each other, 
       controls approximately 55% of CCX. This group tends to drive the 
       operations of CCX without regard to Techne's interests.  This is the 
       group which rejected Techne's efforts to modify the terms of its 

    4. The investor needs or wants more financial information to apply the 
       equity method than is available to the investee's other shareholders 
       (for example, the investor wants quarterly financial information from 
       an investee that publicly reports only annually), tries to obtain that 
       information, and fails.

       Techne does receive financial information from CCX, albeit sometimes 
       late and after substantial effort.

    5. The investor tries and fails to obtain representation on the investee's 
       board of directors.

       Prior to the recent financing, Techne had the right to designate one 
       of five directors.  After the financing, Techne has the right to 
       designate one of six members of the CCX board of directors while the 
       venture firms have the right to designate two directors plus three 
       "non-voting" observers.  In addition, the individual who was 
       compensated for bringing in the venture firms as investors is one of 
       the three remaining directors, all of who are elected by holders of 
       Common Stock.  Techne has no vote in the election of directors by 
       holders of Common Stock.  A Techne board member had participated on 
       the CCX Compensation Committee prior to the May 2004 CCX financing, 
       but is no longer a member of the Compensation Committee and does not 
       anticipate being involved in any other subcommittees of the CCX Board 
       in the future.  Furthermore, as of July 2004, CCX has recruited and 
       added a 7th Board member.  The 7th member of the Board further dilute 
       Techne's ability to influence the operating decisions of CCX.

    In addition to these examples in FIN 35, the Company analyzed EITF 96-16, 
    "Investor's Accounting for an Investee When the Investor Has a Majority of 
    the Voting Interest but the Minority Shareholder or Shareholders Have 
    Certain Approval or Veto Rights."  Within EITF 96-16, Techne specifically 
    reviewed its minority rights in regards to being Protective Rights versus 
    Substantive Participating Rights. To analyze this, the Company reviewed 
    Section 6 of CCX's May 2004 Amended Articles of Incorporation which is 
    entitled "Protective Provisions". Section 6 specifies that CCX may not do 
    any of the following without first receiving approval from Series A and 
    Series B each voting as a separate class (Techne owns a 100% of the Series 
    A stock):

       Sell substantially all of the business or consolidate with another 
       business in which more than 50% of the voting power of CCX is disposed 

       Alter or change the rights, preferences or privileges of the shares of a 
       series or class of Preferred Stock so as to affect adversely the share 
       of such series or class.

       Authorize or issue, or obligate itself to issue, any other equity 
       security, including any other security convertible into or exercisable 
       for any equity security, having a preference over, or being on a parity 
       with, the Existing Preferred Stock with respect to voting, dividends or 
       upon liquidation.

       Redeem, purchase or otherwise acquire (or pay into or set funds aside 
       for a sinking fund for such purpose) any share or shares of Preferred 
       Stock or Common Stock; provided, however, that this restriction shall 
       not apply to the repurchase of shares of Common Stock from employees, 
       officers, directors, consultants or other persons performing services 
       for the Corporation pursuant to agreements under which the Corporation 
       has the option to repurchase such shares at cost or at cost upon the 
       occurrence of certain events, such as the termination of employment.

       Increase or decrease the authorized Preferred Stock.

       Reclassify or recapitalize the capital stock of CCX

       Effect the liquidation of the Corporation

       Change the size of the Board of Directors

       Issue or authorize or reserve for issuance to employees, consultants and 
       directors as equity incentive compensation in excess of 5,500,000 shares 
       of Common Stock, whether or not pursuant to a benefit plan, and taking 
       into account all such shares that have been so issued, authorized or 
       reserved as of May 2004.

       Amend or alter the number of shares of Series A or Series B required in 
       connection with the foregoing actions.

    Upon review of these provisions in CCX's May 2004 Amended Articles of 
    Incorporation, Techne has concluded that none of these provisions of would 
    be considered Substantive Participating Rights.  All of these provisions 
    are standard protections of a preferred class of equity and none provide 
    "significant influence over operating and financial policies."

    Techne has also considered the important considerations articulated in APB 
    No. 18.  With regard to representation on the board of directors, Techne, 
    as discussed above, has the right to designate one of seven directors and 
    no voice in the selection of the other six.  With regard to participation 
    in policy making processes, Techne has no role beyond that of the one 
    director and CCX has an extremely capable and assertive CEO/founder and 
    management team who control the ordinary course of business.  With regard 
    to intercompany transactions, in the fiscal year ended June 30, 2004, CCX 
    purchased approximately $58,000 in products from Techne.  In fact, CCX 
    negotiates very hard on its purchases from Techne and also purchases 
    products from Techne's direct competitors.  With regard to interchange of 
    management personnel, there has been none.  With regard to technological 
    interdependency, CCX received from Techne without charge and for 
    development purposes products with a customary price of approximately 
    $49,000 and a cost to Techne of approximately $7,000.    With regard to 
    concentration of other shareholdings, approximately 55% of all shares are 
    held by related or cooperating venture capital funds as discussed above.  
    Furthermore, Techne has not provided any loans to CCX and does not have 
    any other commitments to provide funding for CCX's operations.

    As a final issue, Techne has considered what has changed in respect to CCX 
    since the closings in May and June on the $38.5 million financing.  Prior 
    to the recent financing, CCX had since 2001 failed in efforts to sell 
    additional equity, had depleted most of its cash and did not have 
    sufficient funds to continue on its business plan.  Of the $38.1 million 
    raised, $28.1 million came from venture capital funds.  The venture funds 
    contractually gained only one director position (over the one previously 
    held) and two non-voting observer positions, but this strengthens the 
    relative influence of the venture funds.  Their investment will allow CCX 
    to operate without raising additional equity capital well into 2007, a 
    long time for a venture stage company and in particular for CCX given the 
    milestones it has reached and will reach by 2007 in its drug development 
    program.  There is no contribution that Techne can any longer make which 
    will give it leverage to exercise significant influence over CCX.  The 
    independence of CCX for at least several years has been assured, and 
    contributors of much larger amounts of capital than Techne have secured 
    for themselves the dominant voice in speaking with management.


    Based on analysis of the qualitative examples of FIN 35 and Techne's 
    protective rights in relation to EITF 96-16, Techne has concluded that 
    their 19.93% interest in CCX as of May 2004 should prospectively be 
    accounted for on the cost method of accounting. The KPMG local engagement
    team has reviewed the Company's analysis and concurs with the Company's 
    conclusion.    We will clarify our conclusion for using the cost method 
    for accounting for CCX in future filings.

5.  Comment:

    Please clarify to us and in the filing why you believe it is appropriate 
    to account for your 10% interest in Hemerus under the equity method.


    Hemerus is a limited liability corporation (LLC) for which specific 
    ownership accounts are maintained for each investor.  At the November 12-
    13, 2003 EITF meeting, on Issue No. 03-16, the Task Force reached a 
    tentative conclusion that investments in an LLC that maintains a "specific 
    ownership account" for each investor should be viewed as similar to a 
    limited partnership for purposes of determining whether a noncontrolling 
    investment in an LLC should be accounted for using the cost method or 
    equity method of accounting.  AICPA Statement of Position 78-9 requires 
    noncontrolling investments in limited partnerships to be accounted for 
    using the equity method unless the limited partner's interest is "so minor 
    that the limited partner may have virtually no influence over partnership 
    operating and financial policies."   EITF Abstracts, Topic D-46, 
    "Accounting for Limited Partnership Investments," clarifies that 
    investments of more than 3 to 5% are considered to be more than minor and, 
    therefore, should be accounted for using the equity method. .  

    Techne accounts for its 10% interest in Hemerus based upon the guidance of 
    EITF Issue No 03-16. The local KPMG engagement team concurs with the 
    Company's conclusion.  We will clarify our conclusion in future filings.


We hope that we have adequately addressed items No. 2-5 in the Comment Letter 
and the additional disclosures and information sought by the Staff.  Please 
contact me at 612-379-6580 (fax) with any questions or comments.  We will be 
responding to comment #1 within the next 5 business days.


/s/ Thomas E. Oland
Thomas E. Oland
President and Chief Executive Officer

Cc:  Andy LaFrence, KPMG
     Melodie Rose, Fredrikson & Byron