SCHEDULE 14A INFORMATION

    Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
                      of 1934 (Amendment No. ____)

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only
     (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                         Techne Corporation
            (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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       pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
       filing fee is calculated and state how it was determined):

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    5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing:

    1) Amount Previously Paid:
    2) Form, Schedule or Registration Statement No.:
    3) Filing Party:
    4) Date Filed:


                              


                              TECHNE CORPORATION


                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                    to be held
                                 October 27, 2005


The annual meeting of shareholders of Techne Corporation (the "Company") 
will be held at the offices of the Company, 614 McKinley Place N.E., 
Minneapolis, Minnesota, on Thursday, October 27, 2005, at 3:30 p.m. (Central 
Daylight Time), for the following purposes:

     1. To set the number of members of the Board of Directors at six (6).

     2. To elect directors of the Company for the ensuing year.

     3. To take action upon any other business that may properly come before 
        the meeting or any adjournment thereof.

Only shareholders of record shown on the books of the Company at the 
close of business on September 16, 2005 will be entitled to vote at the 
meeting or any adjournment thereof.  Each shareholder is entitled to one vote 
per share on all matters to be voted on at the meeting.

You are cordially invited to attend the meeting.  Whether or not you 
plan to attend the meeting, please sign, date and return your Proxy in the 
return envelope provided as soon as possible.  Your cooperation in promptly 
signing and returning the Proxy will help avoid further solicitation expense 
to the Company.

This Notice, the Proxy Statement and the enclosed Proxy are sent to you 
by order of the Board of Directors.




                                        THOMAS E. OLAND,
                                        President



Dated:   September 27, 2005
Minneapolis, Minnesota




                                TECHNE CORPORATION
                                    __________

                                  PROXY STATEMENT
                                       for
                           Annual Meeting of Shareholders
                             to be held October 27, 2005
                                    __________


                                   INTRODUCTION

Your Proxy is solicited by the Board of Directors of Techne Corporation 
(the "Company") for use at the Annual Meeting of Shareholders to be held on 
October 27, 2005 and at any adjournment thereof, for the purposes set forth 
in the attached Notice of Annual Meeting.

The cost of soliciting Proxies, including preparing, assembling and 
mailing the Proxies and soliciting material, will be borne by the Company.  
Directors, officers and regular employees of the Company may, without 
compensation other than their regular compensation, solicit Proxies 
personally or by telephone.

Proxies not revoked will be voted in accordance with the choice specified 
by shareholders by means of the ballot provided on the Proxy for that 
purpose.  Proxies which are signed but which lack any such specification 
will, subject to the following, be voted in favor of the proposals set forth 
in the Notice of Meeting and in favor of the number and slate of directors 
proposed by the Nominating and Governance Committee of the Board of Directors 
and listed herein.  If a shareholder abstains from voting as to any matter, 
then the shares held by such shareholder shall be deemed present at the 
meeting for purposes of determining a quorum and for purposes of calculating 
the vote with respect to such matter, but shall not be deemed to have been 
voted in favor of such matter.  Abstentions, therefore, as to any proposal 
will have the same effect as votes against such proposal.  If a broker 
returns a "non-vote" proxy, indicating a lack of voting instruction by the 
beneficial holder of the shares and a lack of discretionary authority on the 
part of the broker to vote on a particular matter, then the shares covered by 
such non-vote shall be deemed present at the meeting for purposes of 
determining a quorum but shall not be deemed to be represented at the meeting 
for purposes of calculating the vote required for approval of such matter.

The mailing address of the Company's principal executive office is 614 
McKinley Place N.E., Minneapolis, MN  55413.  The Company expects that this 
Proxy Statement and the related Proxy and Notice of Annual Meeting will first 
be mailed to shareholders on or about September 27, 2005.


                   OUTSTANDING SHARES AND VOTING RIGHTS

The Board of Directors of the Company has fixed September 16, 2005 as the 
record date for determining shareholders entitled to vote at the Annual 
Meeting.  Persons who were not shareholders on such date will not be allowed 
to vote at the Annual Meeting.  At the close of business on September 16, 
2005, 38,864,314 shares of the  Company's Common Stock were issued and 
outstanding.  Such Common Stock is the only outstanding class of stock of the 
Company.  Each share of Common Stock is entitled to one vote on each matter 
to be voted upon at the meeting.  Holders of the Common Stock are not 
entitled to cumulative voting rights in the election of directors.



                         PRINCIPAL SHAREHOLDERS

The following table provides information concerning the only persons known 
to the Company to be the beneficial owners of more than 5% of the Company's 
outstanding Common Stock as of September 16, 2005:

                                 Amount and
Name and Address                 Nature of Shares        Percent
of Beneficial Owner              Beneficially Owned(1)   of Class(2)
-------------------------------  ---------------------   -----------

Select Equity Group, Inc.,           2,906,666               7.5%
Select Offshore Advisors, LLC
and George S. Loening
380 Lafayette Street, 6th floor
New York, NY 10003

Barclays Global Investors, NA,       2,387,857 (3)           6.1%
Barclays Global Fund Advisors,
Barclays Capital Securities 
Limited and
Palomino Limited
45 Fremont Street
San Francisco, CA 94105

Thomas E. Oland                      1,742,569 (4)(5)        4.5%(4)
614 McKinley Place N.E.
Minneapolis, MN  55413
----------------------

(1) Unless otherwise indicated, the person listed as the beneficial owner 
    of the shares has sole voting and sole investment power over the 
    shares.

(2) Shares not outstanding but deemed beneficially owned by virtue of the 
    right of a person to acquire them as of September 16, 2005, or within 
    sixty days of such date are treated as outstanding only when 
    determining the percent owned by such individual and when determining 
    the percent owned by the group.

(3) Sole voting power over 2,175,131 shares, no shared voting or investment 
    power.

(4) Does not include 833,708 shares held by the Company's Stock Bonus Plan 
    for accounts of employees other than Mr. Oland, which are included in 
    the group total in the Management Shareholding table.  The Company's 
    Board of Directors, acting by a majority vote, currently directs the 
    Trustee as to the voting of such shares.  Including such 833,708 
    shares, Mr. Oland, a director of the Company, beneficially owns 
    2,576,277 shares or 6.6% of total shares outstanding plus shares 
    subject to options exercisable by him.

(5) Includes 976,920 shares owned directly, 91,169 held by the Company's 
    Stock Bonus Plan for Mr. Oland's account, 68,556 shares held by Thomas 
    Oland and Associates, 205,924 shares held by the Thomas Oland and 
    Associates Profit Sharing Plan and Trust and 400,000 shares subject to 
    stock options which are currently exercisable.



                         MANAGEMENT SHAREHOLDINGS

The following table sets forth the number of shares of the Company's 
Common Stock beneficially owned as of September 16, 2005, by each executive 
officer of the Company named in the Summary Compensation Table, by each 
director and by all directors and executive officers (including the named 
individuals) as a group.  Shares beneficially owned by Mr. Oland constitute 
4.5% of total shares outstanding plus shares subject to options exercisable 
by him.  Each other individual beneficially owns less than one percent of 
total shares outstanding plus shares subject to options exercisable by him or 
her.  As a group, officers and directors beneficially own 8.2% of total 
shares outstanding plus shares subject to options exercisable by them.


                                   2



     Name of Director or                       Number of Shares
     Executive Officer Group                   Beneficially Owned(1)
     -----------------------------             ----------------------
     Thomas E. Oland                               1,742,569 (2)(3)
     Roger C. Lucas, Ph.D.                            78,956 (4)(5)(6)
     Howard V. O'Connell                             186,080 (4)(6)(7)
     G. Arthur Herbert                               194,360 (4)(6)(8)
     Monica Tsang, Ph.D.                             131,864 (9)
     Randolph C. Steer, M.D., Ph.D.                   30,000 (4)(6)(10)
     Marcel Veronneau                                 50,100 (11)
     Robert V. Baumgartner                            21,000 (4)(6)(12)
     Gregory J. Melsen                                   426 (13)
     Officers and directors as a 
        group (10 persons)                         3,186,609 (14)
--------------------

(1)  Unless otherwise indicated, the person listed as the beneficial owner 
     has sole voting and sole investment power over outstanding shares.  
     Shares beneficially owned includes shares subject to options that are 
     currently outstanding and exercisable and options that are currently 
     outstanding and will become exercisable within 60 days of September 16, 
     2005.
 
(2)  See Note (3) to the preceding table.
 
(3)  See Note (4) to preceding table.
 
(4)  Does not include 924,877 shares held by the Company's Stock Bonus Plan, 
     which are included in the total of officers and directors as a group.  
     The Company's Board of Directors, acting by majority vote, currently 
     directs the Trustee as to the voting of such shares.
 
(5)  Includes 20,000 shares owned by Dr. Lucas' wife and 37,500 shares 
     subject to stock options.  
 
(6)  Does not include an option to purchase 5,000 shares which will be 
     granted on and will become exercisable as of the date of the Annual 
     Meeting pursuant to the 1998 Nonqualified Stock Option Plan if the 
     individual is reelected as a director of the Company.
 
(7)  Includes 136,080 shares owned by trusts of which Mr. O'Connell is a 
     trustee and beneficiary and 50,000 shares subject to options.

(8)  Includes 11,000 owned by Mr. Herbert's wife, 153,360 shares held by 
     trusts and partnership of which Mr. Herbert is a trustee or partner and 
     30,000 shares subject to options.
 
(9)  Includes 5,641 shares held by Dr. Tsang's husband, 38,721 and 37,598 
     shares held by the Company's Stock Bonus Plan for Dr. Tsang's and Dr. 
     Tsang's husband's account and 3,612 shares subject to stock options.  
 
(10) Includes 30,000 shares subject to options.

(11) Includes 6,135 shares held by the Company's Stock Bonus Plan for Mr. 
     Veronneau's account and 15,019 shares subject to options.

(12) Includes 20,000 shares subject to options.

(13) Includes 426 shares subject to options.

(14) Includes 924,877 shares held by the Company's Stock Bonus Plan as to 
     which the Company's Board of Directors directs the voting and 586,557 
     shares which may be purchased pursuant to options.

                                       3



                            ELECTION OF DIRECTORS
                             (Proposals #1 and #2)

General Information

The Bylaws of the Company provide that the number of directors shall be 
determined by the shareholders at each annual meeting.  The Nominations and 
Governance Committee of the Board of Directors of the Company recommends that 
the number of directors to be set at six and that the individuals named in 
the table below be elected.  Under applicable Minnesota law and the Company's 
bylaws, approval of the proposal to set the number of directors at six, as 
well as the election of each nominee, requires the affirmative vote of the 
holders of the greater of (1) a majority of the voting power of the shares 
represented in person or by proxy at the Annual Meeting with authority to 
vote on such matter or (2) a majority of the voting power of the minimum 
number of shares that would constitute a quorum for the transaction of 
business at the Annual Meeting.

In the election of directors, each Proxy will be voted for each of the 
nominees listed below unless the Proxy withholds a vote for one or more of 
the nominees.  Each person elected as a director shall serve for a term of 
one year or until his successor is duly elected and qualified.  All of the 
nominees are members of the present Board of Directors.  If any of the 
nominees should be unable to serve as a director by reason of death, 
incapacity or other unexpected occurrence, the Proxies solicited by the Board 
of Directors shall be voted by the proxy representatives for such substitute 
nominee as is selected by the Nominations and Governance Committee, or, in 
the absence of such selection, for such fewer number of directors as results 
from such death, incapacity or other unexpected occurrence.

The following table provides certain information with respect to the 
nominees for director.

                         Current
                         Position(s)      Principle Occupation(s)    Director
Name                 Age with Company     During Past Five Years       Since
-------------------  --- ---------------  -------------------------  --------
Thomas E. Oland       64 Chairman of the  Chairman of the Board,       1985
                         Board, Chief     President and Treasurer
                         Executive        of the Company since
                         Officer,         1985 and President of
                         President,       Research and Diagnostic 
                         Treasurer and    Systems, Inc. since 1982.
                         Director            

Roger C. Lucas, Ph.D. 62 Vice Chairman    Vice Chairman and            1985
                         and Director     Senior Scientific Advisor
                                          to the Company's Board 
                                          and a private investor 
                                          since 1995.  Chief 
                                          Scientific Officer, 
                                          Executive Vice President 
                                          and Secretary of the 
                                          Company from 1985 to 1995.

Howard V. O'Connell   75 Director         Private investor since 1990. 1985
                                          Chairman, President and 
                                          Treasurer of John G. 
                                          Kinnard and Company, 
                                          Incorporated, a securities 
                                          broker-dealer, from 1969 
                                          to 1990.

G. Arthur Herbert     79 Director         Principal of CEO Advisors,   1989
                                          a management and financial
                                          consulting firm, since 1989;
                                          from 1969 to 1988, President 
                                          and Vice President Manager 
                                          of Electro-Science Management
                                          Corp., a manager of venture 
                                          capital partnerships.

                                      4



                          Current
                          Position(s)     Principle Occupation(s)    Director
Name                  Age with Company    During Past Five Years       Since
-------------------   --- --------------- -------------------------  --------

Randolph C. Steer,     55 Director        Consultant to the            1990
  M.D.,  Ph.D.                            pharmaceutical and 
                                          biotechnology industries 
                                          since 1989; Chairman 
                                          (1999-2000) of Vicus.com, 
                                          Inc.; Director of BioCryst
                                          Pharmaceuticals, Inc.

Robert V. Baumgartner, 49 Director        Chief Executive Officer of   2003
  C.P.A.                                  Center for Diagnostic 
                                          Imaging, Inc., an operator 
                                          of diagnostic imaging 
                                          centers, since 2001; CEO of
                                          American Coating 
                                          Technologies, Inc., a 
                                          manufacturer of coated 
                                          paper, in 2000; CEO of First
                                          Solar, LLC, a producer of 
                                          thin-film photo-voltaic 
                                          coatings, in 1999 and 2000; 
                                          from 1986 to 1999 various 
                                          officer positions with 
                                          Apogee Enterprises, Inc., 
                                          a diversified manufacturer 
                                          of glass and other products.


Committees and Meetings of the Board of Directors

The Company's Board of Directors has three standing Committees, the Audit 
Committee, the Executive Compensation Committee and the Nominations and 
Governance Committee.  All members of all Committees are "independent" as 
such term is defined in applicable law and regulations of the Securities and 
Exchange Commission and Nasdaq.  

The Audit Committee (whose members are Messrs. Herbert, O'Connell and 
Baumgartner and Dr. Steer) operates under a written charter established by 
the Company's Board of Directors.  The Audit Committee is responsible for the 
appointment and supervision of the Company's independent registered public 
accounting firm and for reviewing the Company's internal audit procedures, 
the quarterly and annual financial statements of the Company and the results 
of the annual audit.  The Audit Committee also establishes and oversees the 
implementation of the Company's cash investment policy and monitors the 
Company's financial fraud hotline.  The Board of Directors has determined 
that for fiscal 2005 all Audit Committee members are "audit committee 
financial experts" as such term is defined in Section 407 of the Sarbanes-
Oxley Act.  The Audit Committee met five times during fiscal 2005.  The 
Committee's report is included in this Proxy Statement.

The Executive Compensation Committee (whose members are Dr. Steer and 
Messrs. Herbert, O'Connell and Baumgartner) determines compensation for 
executive officers of the Company.  The Committee met formally once during 
fiscal 2005.  The Committee also had informal discussions related to 
compensation for several senior level positions within the Company which were 
filled during fiscal 2005. The Committee's report is included in this Proxy 
Statement.

                             5


The Nominations and Governance Committee is composed of all "independent" 
directors, currently all directors except Mr. Oland.  The committee operates 
under a written charter.  The functions of the Committee are to recruit well-
qualified candidates for the Board, select persons to be proposed in the 
Company's proxy statement for election as directors at annual meetings of 
shareholders, and establish governance standards and procedures to support 
and enhance the performance and accountability of management and the Board. 
The Committee did not formally meet in fiscal 2005, however, it met 
informally and is conducting a search to replace the retired Dr. Christopher 
Henney.   The Committee also determined to propose to shareholders at their 
2005 annual meeting the re-election of the incumbent directors of the 
Company.  The Committee will consider all nominees for director recommended 
by shareholders of the Company.  Recommendations may be sent to the Committee 
at the Company's address:  614 McKinley Place N.E., Minneapolis, MN 55413.  
Candidates for the Board are considered and selected on the basis of 
outstanding achievement in their professional careers, experience, wisdom, 
personal and professional integrity, their ability to make independent, 
analytical inquiries, and their understanding of the business environment.  
Candidates must have the experience and skills necessary to understand the 
principal operational and functional objectives and plans of the Company, the 
results of operations and financial condition of the Company, and the 
position of the Company in its industry.  Candidates must have a perspective 
that will enhance the Board's strategic discussions and be capable of and 
committed to devoting adequate time to Board duties.

During fiscal 2005, the Board held five meetings.  Each director attended 
75% or more of the total number of meetings of the Board and of Committees of 
which he was a member.  Executive sessions of independent directors, meetings 
of outside directors without any member of management present, are held in 
conjunction with regularly scheduled meetings of the Board.  It is the policy 
of the Company that all directors should attend the Company's annual meetings 
of shareholders.  All members did attend the annual meeting in 2004.

Shareholder Communications with Directors

Shareholders may communicate directly with the Board of Directors.  All 
communications should be directed to the Company at 614 McKinley Place N.E., 
Minneapolis, MN 55413, and should prominently indicate on the outside of the 
envelope that it is intended for the Board of Directors, for non-management 
directors, or for a particular director.  Unless other distribution is 
specified, the communication will be forwarded to the entire Board.  The 
communication will not be opened before being forwarded to the intended 
recipient, but it will go through normal security procedures.

Code of Ethics and Business Conduct and Financial Fraud Hotline

The Company has adopted a Code of Ethics and Business Conduct, which is 
applicable to all directors, officers and employees of the Company.  A copy 
is available for review at the Company's website, www.techne-corp.com.  The 
Company sponsors a financial fraud hotline that is available to all 
employees, is operated on a confidential basis by a third party, and is 
supervised with full powers of investigation by the Audit Committee of the 
Board of Directors.
 
Directors' Fees

Directors who are not employees of the Company are compensated at the rate 
of $25,000 per year for service on the Board and Committees of the Board.  
Directors are paid an additional $1,000 for each meeting of the Board other 
than its regularly scheduled quarterly meetings and for each meeting of a 
committee on which the director serves other than committee meetings held in 
conjunction with a meeting of the full Board.  Under the Company's 1998 
Nonqualified Stock Option Plan, outside directors automatically receive an 
option to purchase shares of the Company's Common Stock on election and upon 
each re-election.  In connection with the 2005 Annual Meeting of 
Shareholders, the number of shares subject to the option granted to outside 
directors re-elected to the Board will be 5,000 per director.



                                AUDIT MATTERS

Audit Committee Report

The Audit Committee assists the Board of Directors with fulfilling its 
oversight responsibility regarding the quality and integrity of the 
accounting, auditing and financial reporting practices of the Company.  In 
discharging its oversight responsibilities regarding the audit process, the 
Audit Committee:

(1) reviewed and discussed the audited financial statements with 
    management;

(2) discussed with the independent registered public accounting firm the 
    material required to be discussed by Statement on Auditing Standards 
    No. 61; and


                                    6


(3) reviewed the written disclosures and the letter from the independent 
    registered public accounting firm required by the Independence 
    Standards Board's Standard No.1, and discussed with the independent 
    registered public accounting firm any relationships that may impact 
    their objectivity and independence.

Based upon the review and discussions referred to above, the Audit 
Committee recommended to the Board of Directors that the audited financial 
statements be included in the Company's Annual Report on Form 10-K for the 
fiscal year ended June 30, 2005 as filed with the Securities and Exchange 
Commission.

                                  Robert V. Baumgartner, C.P.A.
                                  G. Arthur Herbert
                                  Howard V. O'Connell
                                  Randolph C. Steer, M.D., Ph.D.
                                    Members of the Audit Committee


Independent Registered Public Accountants

KPMG LLP acted as the Company's independent registered public accounting 
firm for fiscal 2005 and 2004.  The appointment of an independent registered 
public accounting firm for the current fiscal year has not yet been made but 
will be made immediately following the 2005 annual meeting of shareholders.  
Representatives of KPMG LLP are expected to be present at the shareholders' 
meeting, will have the opportunity to make any desired comments, and will be 
available to respond to appropriate questions.

Audit Fees

The following fees were paid or payable to KPMG LLP for the fiscal years 
ended June 30: 

                                           2005             2004
                                       --------         --------
Audit Fees                             $440,640         $125,700
Audit-Related Fees                     $ 21,525         $ 37,500
Tax Fees                               $ 51,600         $ 33,700
All Other Fees                         $ 63,000         $157,000

"Audit Fees" are for professional services rendered and expenses incurred 
for the audit of the Company's annual financial statements and review of 
financial statements included in our Forms 10-K and 10-Q or services that are 
normally provided by the accountant in connection with statutory and 
regulatory filings or engagements. In 2005, audit fees also included fees 
incurred for the audits of management's assessment of the effectiveness of 
internal controls over financial reporting and the effectiveness of internal 
control over financial reporting.

"Audit-Related Fees" in 2005 were primarily for services rendered and 
expenses incurred for the analysis of the Company's investments in entities 
in which the Company owns a minority interest and analysis of the Company's 
accelerated stock buyback transaction.  "Audit-Related Fees" in 2004 were 
primarily for services rendered and expenses incurred for the analysis of the 
Company's investments in entities in which the Company owns a minority 
interest and advice on the Company's compliance with certain requirements of 
the Sarbanes-Oxley Act.

"Tax Fees" included fees for services provided and expenses incurred in 
connection with preparation of the Company's tax returns in the United States 
and the United Kingdom.

"All Other Fees" in 2005 and 2004 include fees for services and expenses 
incurred in connection with a claim for a refund of certain sales and use 
taxes paid to the State of Minnesota. Also included in 2005 were services and 
expenses incurred in connection with analysis of transfer pricing and 
repatriation of foreign earnings. 

                                       7


Pre-Approval Policies and Procedures

Pursuant to its written charter, the Audit Committee of the Company's 
Board of Directors is required to pre-approve the audit and non-audit 
services performed by the Company's independent registered public accounting 
firm in order to assure that the provision of such services does not impair 
the firm's independence.  In 2005, the Audit Committee approved a resolution 
authorizing Company officers to engage KPMG in permitted non-audit services 
that involve less than $25,000 in fees.  Such services are reported to the 
Audit Committee and approved prior to completion of the audit.  All of the 
services rendered by KPMG described above which were over $25,000 were pre-
approved by the Audit Committee.  The Audit Committee has considered whether 
provision of the above non-audit services is compatible with maintaining 
KPMG's independence and has determined that such services have not adversely 
affected KPMG's independence.



                            EXECUTIVE COMPENSATION 

Executive Compensation Committee Report

Committee Interlocks and Insider Participation.  The Executive 
Compensation Committee of the Board of Directors of the Company is composed 
of directors G. Arthur Herbert, Howard V. O'Connell, Randolph C. Steer, M.D., 
Ph.D and Robert V. Baumgartner.  None of the members of the Committee is or 
ever has been an employee or officer of the Company and none is affiliated 
with any entity other than the Company with which an executive officer of the 
Company is affiliated.

Overview and Philosophy.  The Company's executive compensation program is 
comprised of base salaries, annual performance bonuses comprised of a cash 
and option component, long-term incentive compensation in the form of stock 
options, and various benefits, including the Company's profit sharing and 
savings plan and stock bonus plan in which all qualified employees of the 
Company participate.  In addition, the Compensation Committee from time to 
time may award special cash bonuses or stock options related to non-
recurring, extraordinary performance.

The Compensation Committee has followed a policy of paying annual base 
salaries which are on the moderate side of being competitive in its industry 
and of awarding bonuses based on achievement of specific revenue, profit and 
non-monetary goals.  If the goals are achieved, the officer receives an 
option to purchase a number of shares with a fair market value on the date of 
grant equal to 20% of the officer's base salary and receives, at the election 
of the officer, either a cash bonus equal to 20% of the officer's base salary 
or an additional option to purchase a number of shares with a fair market 
value on date of grant equal to 170% of the cash bonus alternative.  Bonuses 
are awarded on a prorated basis if between 85% and 100% of the specific 
revenue and profit goals are achieved.  The goals are established annually as 
recommended by the Chief Executive Officer of the Company and approved by the 
Compensation Committee.

The Company has formal employment agreements effective through June 30, 
2007 with its full-time executive officers who served during fiscal 2005, 
other than its Chief Financial Officer whose employment agreement is 
effective through June 30, 2008 and Mr. Oland, its President, who serves 
pursuant to an oral understanding.  See "Employment Contracts and Change in 
Control Arrangements" below.  The agreements provide for base salaries 
subject to annual review, bonuses as described above, benefits as provided to 
all employees and severance compensation in the event that the officer's 
employment is terminated without cause or in connection with a sale or merger 
of the Company.  With the exception of the Chief Financial Officer, severance 
compensation is dependent upon years of employment with or service to the 
Company.  The Chief Financial Officers severance compensation is equal to the 
base salary and benefits which would otherwise have been paid under the terms 
of the employment agreement or the base salary and benefits for twelve months 
from date of termination, whichever period is longer.

                                       8


Compensation in 2005.  During fiscal 2005, the Company maintained its 
principal compensation policies and made adjustments in base salaries to 
reflect competitive industry and individual performance factors.  The 
Committee, at the beginning of fiscal 2005, established performance criteria 
for officers based 70% on growth in consolidated revenues and earnings and, 
working through the Company's Chief Executive Officer, 30% on individual 
goals which, if met, would permit each officer to earn a cash bonus and 
additional stock options.  The Company achieved record revenues and earnings 
in fiscal 2005.  On the basis of performance against the criteria 
established, the Committee, at the close of fiscal 2005 awarded to Dr. Tsang, 
Mr. Veronneau and Mr. Melsen the bonuses set fourth in the table below under 
"Summary Compensation Table" and, subsequent to fiscal year end, the options 
indicated in footnote (3) to the table below under "Options/SAR Grants During 
2005 Fiscal Year".  During fiscal 2005, the Committee also granted Mr. Melsen 
options to purchase 25,000 shares  (for details on such options see below 
"Options/SARGrants During Fiscal 2005).  In further recognition of the 
officers' achievements, the Committee established base salaries for fiscal 
2006 as disclosed below under "Employment Contracts and Change in Control 
Arrangements."

General.  The Company provided medical and insurance benefits to its 
executive officers, which are the same as those generally available to all 
Company employees.  The Company has a profit sharing and savings plan in 
which all qualified employees, including executive officers, participate 
subject to statutory limitations on contributions for highly compensated 
individuals.  In fiscal 2005, 2004 and 2003, the Company contributed to the 
plan an amount equal to approximately 10%, 8% and 4% of gross wages, 
respectively.  One half of the contributions to the plan is in the form of 
Common Stock of the Company.  The amount of perquisites allowed to executive 
officers, as determined in accordance with rules of the Securities and 
Exchange Commission, did not exceed 10% of salary in fiscal 2005.

Chief Executive Officer Compensation.  Thomas E. Oland served as the 
Company's Chief Executive Officer in fiscal 2005.  His compensation was 
determined in accordance with the policies described above as applicable to 
all executive officers.  His base salary of $230,000 in fiscal 2004 was 
increased to $242,000 in fiscal 2005.  For fiscal 2005 performance he earned, 
but waived, his annual bonus.  In February 1996, the Compensation Committee, 
in connection with the Board's long-term strategic planning for the Company, 
adopted a substantial long-term incentive for Mr. Oland in the form of 
options to purchase an aggregate of 400,000 shares of the Common Stock of the 
Company at $4.53 per share, the fair market value on the date of grant.  The 
options are fully vested and will expire on the earlier of (a) as to 268,000 
shares one year from the date of termination of employment and as to 132,000 
shares three months from the date of termination of employment, or (b) 
February 1, 2006.

Summary.  Aggregate executive compensation increased moderately in fiscal 
2005.  The Company awarded stock options to officers because the Company 
achieved record revenues and individual officers achieved certain performance 
goals.  The Compensation Committee intends to continue its policy of paying 
relatively moderate base salaries, basing bonuses on specific revenue, profit 
and performance goals and granting options to provide long-term incentive.

                                     G. Arthur Herbert
                                     Howard V. O'Connell
                                     Randolph C. Steer, M.D., Ph.D.
                                     Robert V. Baumgartner
                                       Members of the Compensation Committee

                                   9



Employment Contracts and Change in Control Arrangements

The Company has formal employment agreements with each of its full-time 
executive officers with the exception of its President and Chief Executive 
Officer, with whom the Company has an oral understanding.  The agreements 
provide for base salaries subject to annual review, bonuses as described in 
the Compensation Committee Report contained in this Proxy Statement, benefits 
as provided to all employees and severance compensation in the event that the 
officer's employment is terminated without cause or in connection with a sale 
or merger of the Company.  With the exception of the Chief Financial Officer, 
severance compensation is dependent upon years of employment with or service 
to the Company.  The Chief Financial Officers severance compensation is equal 
to the base salary and benefits which would otherwise have been paid under 
the terms of the employment agreement or the base salary and benefits for 
twelve months from date of termination, whichever period is longer.

Summary Compensation Table

The following table sets forth certain information regarding compensation 
paid during each of the Company's last three fiscal years to the Company's 
President (who serves as Chief Executive Officer) and to the Company's other 
executive officers whose salary and bonus for fiscal 2005 exceeded $100,000.  



                                                                Long Term 
Compensation
                                                           ---------------------
--------
                                                               Awards            
Payouts
                                                           --------------------- 
-------
                                                                      Securities
                                                           Restricted Underlying 
LTIP    All Other
Name and              Fiscal                               Stock      Options    
Payouts Compen-
Principal Position    Year   Salary($)   Bonus($) Other(1) Awards($)  /SARs(#)   
($)     
sation($)(2)
------------------    ------ ----------  -------- -------- ---------- ---------- 
------- -----------
-
                                                           
     

Thomas E. Oland,      2005    242,000      0      None      None         0       
None      22,021
CEO                   2004    230,000      0      None      None         0       
None      17,503
and President         2003    225,000      0      None      None         0       
None       8,903

Monica Tsang, Ph.D.,  2005    239,400    43,571   None      None        844      
None      22,021
Vice President -      2004    228,000    45,600   None      None     26,126      
None     17,503
Research              2003    221,000    36,841   None      None      1,088      
None       8,903

Marcel Veronneau,     2005    147,000    24,549   None      None        475      
None      17,965
Vice President -      2004    140,000    20,440   None      None     15,505      
None      14,228
Hematology Operations 2003    136,000    22,671   None      None        670      
None       7,033

Gregory J. Melsen,    2005    110,000(3) 22,000   None      None        426      
None           0
Vice President -      2004      N/A        N/A    N/A       N/A         N/A      
N/A          N/A
Finance and Chief     2003      N/A        N/A    N/A       N/A         N/A      
N/A          N/A
Financial Officer


---------------

(1) "None" indicates zero or an amount equal to less than 10% of the total 
    amount of annual salary and bonus reported for the named executive 
    officer.

(2) For each individual the amount reflects Company contributions to Profit 
    Sharing and Savings Plan (as to one-half) and Stock Bonus Plan (as to one-
    half), the latter in the form of shares of the Company's Common Stock.

(3) January to June 2005.

                                    10




Options/SAR Grants During 2005 Fiscal Year

The following table provides information related to options granted to the 
name executive officers during fiscal 2005.  The Company has not granted any 
stock appreciation rights.




                                                                              
Potential Realizable
                                                                              
Value at Assumed
                                                                              
Annual Rates of Stock
                                                                              
Price Appreciation for
                                           Individual Grants                      
Option Term
                        ----------------------------------------------------  --
--------------------
                        Number of
                        Securities   Percent of Total 
                        Underlying   Options/SARs
                        Options/SARs Granted to       Exercise or
                        Granted      Employees        Base Price  Expiration
Name                    (#)          in Fiscal Year   ($/Sh)      Date          
5% ($)    10% ($)
--------------------    ------------ ---------------- ----------- ----------  --
------- ---------
                                                               
         
Thomas E. Oland             0               --              --            --         
--        --
Monica Tsang, Ph.D.(3)    1,126(1)         2.9%           40.47      7/08/11     
18,551    43,232
Marcel Veronneau (3)        505(1)         1.3%           40.47      7/08/11      
8,320    19,389
Gregory J. Melsen (3)    25,000(2)        63.7%           39.53     12/16/14    
621,505 1,575,016


---------------
(1) Such option is a non-qualified stock option and became exercisable July 9, 
    2004.

(2) Of such 25,000 total, 7,587 were issued as an incentive stock option and 
    17,413 were issued as a non-qualified stock option.  Of the total, 8,000 
    become exercisable on each of December 17, 2005 and 2006 and 9,000 become 
    exercisable on December 17, 2007, contingent on continued employment.

(3) Subsequent to fiscal 2005 year end, immediately exercisable non-qualified 
    stock options for the indicated number of shares at an exercise price of 
    $51.60 per share expiring August 17, 2012 were granted:  M. Tsang - 844; 
    M. Veronneau - 475; G. Melsen - 426.

Option/SAR Exercises During 2005 Fiscal Year
and Fiscal Year End Options/SAR Values

The following table provides information related to options exercised by a 
named executive officer during  the 2005 fiscal year and the number and value 
of options held by each named executive officer at fiscal year end.

                                            Number 
                                            Of Securities  Value of 
                                            Underlying     Unexercised
                                            Unexercised    In-the-Money
                                            Options/SARs   Options/SARs at
                     Shares         Value   at FY-End (#)  FY-End ($) (1)
                     Acquired on  Realized  Exercisable/   Exercisable/
Name                 Exercise (#)    ($)    Unexercisable  Unexercisable
----------------     ------------ --------  -------------  ---------------
Thomas E. Oland           0           0         400,000/0    16,551,480/0
Monica Tsang, Ph.D.    6,748       218,807   24,660/8,334  295,143/74,164
Marcel Veronneau      18,274       691,183   14,544/5,000  173,502/44,495
Gregory J. Melsen         0            0         0/25,000       0/159,500
---------------
(1) Based on the difference between the $45.91 per share closing price of the 
    Company's Common Stock as reported by Nasdaq on June 30, 2005 and the 
    option exercise price.

                                         11


                             STOCK PERFORMANCE CHART

The following chart compares the cumulative total shareholder return on 
the Company's Common Stock with the S&P Midcap 400 Index and the S&P 400 
Biotechnology Index.  The comparison assumes $100 was invested on June 30, 
2000 in the Company's Common Stock and in each of the foregoing indices and 
assumes reinvestment of dividends.


            COMPARISON OF CUMALATIVE FIVE YEAR TOTAL RETURN
                             INDEXED RETURNS

                                          Years Ending
Company/Index         June 2001    June 2002  June 2003 June 2004  June 2005
---------------       ---------    ---------  --------- ---------  ---------
TECHNE CORP             50.00        43.42      46.69     66.85       70.63
S&P MIDCAP 400 INDEX   108.87       103.74     103.00    131.82      150.31
S&P 400 BIOTECHNOLOGY   92.21        45.85      57.15     64.48       60.52



          COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's executive officers and directors, and persons who own more than 10 
percent of the Company's Common Stock, to file with the Securities and 
Exchange Commission initial reports of ownership and reports of changes in 
ownership of Common Stock and other equity securities of the Company.  
Officers, directors, and greater than 10 percent shareholders ("Insiders") 
are required by SEC regulations to furnish the Company with copies of all 
Section 16(a) forms they file.

To the Company's knowledge, based on a review of the copies of such 
reports furnished to the Company, during the fiscal year ended June 30, 2005, 
all Section 16(a) filing requirements applicable to Insiders were met.

                                    12



                           SHAREHOLDER PROPOSALS

Any appropriate proposal submitted by a shareholder of the Company and 
intended to be presented at the 2006 Annual Meeting must be received by the 
Company at its offices by May 22, 2006 to be eligible for inclusion in the 
Company's Proxy Statement and related Proxy for the 2006 Annual Meeting.  For 
a discussion of policies and procedures related to shareholder 
recommendations of candidates for director, please see the section on the 
Nominations and Governance Committee above under Committees and Meetings of 
the Board.

Also, if a shareholder proposal intended to be presented at the 2006 
Annual Meeting but not included in the Company's Proxy Statement and Proxy is 
received by the Company after August 6, 2006, then management named in the 
Company's Proxy for the 2006 Annual Meeting will have discretionary authority 
to vote the shares represented by such proxies on the shareholder proposal, 
if presented at the meeting, without including information about the proposal 
in the Company's proxy materials.


                              OTHER BUSINESS

The Board of Directors knows of no other matters to be presented at the 
meeting.  If any other matter does properly come before the meeting, the 
appointees named in the Proxies will vote the Proxies in accordance with 
their best judgment.


                               ANNUAL REPORT

A copy of the Company's Annual Report to Shareholders for the fiscal year 
ended June 30, 2005, including financial statements, accompanies this Notice 
of Annual Meeting and Proxy Statement.  No portion of the Annual Report is 
incorporated herein or is to be considered proxy-soliciting material.

THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON 
FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2005, TO ANY SHAREHOLDER OF THE 
COMPANY UPON WRITTEN REQUEST.  REQUESTS SHOULD BE SENT TO PRESIDENT, TECHNE 
CORPORATION, 614 MCKINLEY PLACE N.E., MINNEAPOLIS, MINNESOTA 55413.


Dated:  September 27, 2005
        Minneapolis, Minnesota

                                    13


                          
                            TECHNE CORPORATION

                 PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



The undersigned hereby appoints THOMAS E. OLAND and KATHLEEN BACKES, or 
either of them acting alone, with full power of substitution, as proxies to 
represent and vote, as designated below, all shares of Common Stock of Techne 
Corporation registered in the name of the undersigned, at the Annual Meeting 
of the Shareholders to be held on Thursday, October 27, 2005 at 3:30 p.m. 
Central Daylight Time, at the offices of the Company, 614 McKinley Place 
N.E., Minneapolis, Minnesota, and at all adjournments of such meeting.  The 
undersigned hereby revokes all proxies previously granted with respect to 
such meeting.

The Nominations and Governance Committee of the Board of Directors recommends 
that you vote "FOR" the following proposals:

(1) To set the number of Directors at six:

      [    ] FOR       [    ] AGAINST       [    ] ABSTAIN

(2) To elect Directors:  Nominees:  Thomas E. Oland, Roger C. Lucas, Ph.D., 
Howard V. O'Connell, G. Arthur Herbert, Randolph C. Steer, M.D., Ph.D., 
and Robert V. Baumgartner.

      [    ] FOR all Nominees listed above  [    ] WITHOUT AUTHORITY
             (except those whose names have        to vote for all nominees
             been written on the line below        listed above

(To withhold authority to vote for any nominee, write that nominee's 
name on the line below.)

________________________________________________________________

(3) Other matters:  In their discretion, the appointed proxies are 
authorized to vote upon such other business as may properly come before 
the Meeting or any adjournment.


THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO 
DIRECTION IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH 
PROPOSAL.

Date_________, 2005	


                           ___________________________________

                           ___________________________________
                           PLEASE DATE AND SIGN ABOVE exactly as
                           name appears at the left, indicating,
                           where appropriate official position or
                           representative capacity.  If stock is
                           held in joint tenancy, each joint owner
                           should sign.