Mail Stop 0510

      April 28, 2005

Via U.S. mail and facsimile

Mr. James L. Green
President and Chief Executive Officer, PECO II, Inc.
1376 State Route 598
Galion, Ohio 44833

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 0-31283


Dear Mr. Green:

		We have reviewed this filing and have the following
comments.  If you disagree with a comment, 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 THE YEAR ENDED DECEMBER 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please provide to us your intended
disclosure.
These revisions should be included in your future filings.


Results of Operations, page 15

2. We note the business reasons cited for changes in net sales,
gross
margin and selling, general and administrative expenses.  In
circumstances where there is more than one business reason for the
change, attempt to quantify the incremental impact of each
individual
business reason discussed on the overall change in the line item.
Please provide us with your intended disclosure for your revised
MD&A
for 2004 as compared to 2003, which will still appear in your next
Form 10-K.  See Item 303(a)(3) of Regulation S-K and Financial
Reporting Codification 501.04.

Liquidity and Capital Resources, page 18

3. Liquidity generally should be discussed on both a long-term and
short-term basis.  Accordingly, the discussion of the sufficiency
of
your resources to satisfy ongoing cash requirements for the next
twelve months should be expanded to discuss liquidity on a long-
term
basis.  Please revise your disclosure accordingly.  See Regulation
S-
K, Item 303(a), Instruction #5.

4. Please revise your table of contractual obligations to include
the
estimated interest payments on your debt.  Because the table is
aimed
at increasing transparency of cash flow, we believe these payments
should be included in the table.  Please also disclose any
assumptions you made to derive these amounts.

Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 28

5. Please disclose the types of expenses that you include in the
product and services cost of goods sold line items and the types
of
expenses that you include in the selling, general and
administrative
expenses line item.  Please disclose whether you include inbound
freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs, and the other costs of
your distribution network in the cost of goods sold line items.
With
the exception of warehousing costs, if you currently exclude a
portion of these costs from cost of goods sold, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of goods sold and others
like
you exclude a portion of them from gross margin, including them
instead in another line item, such as selling, general and
administrative expenses.

Note 2 - Segment Information, page 33

6. Please reconcile for each period presented from the total loss
from operations of your segments to your loss before income taxes
and
before cumulative effect of accounting change as shown on your
statement of operations.  See paragraph 32 of SFAS 131.

Note 6 - Line of Credit and Long-Term Debt, page 36

7. Please add disclosure to explain why all amounts due with
respect
to your industrial revenue bonds are classified as current.

Item 9A - Controls and Procedures, page 43

8. Please disclose whether or not there were any changes in your
internal controls and procedures during the most recent quarter.
See
Item 308(c) of Regulation S-K.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Marie Trimeloni, Staff Accountant, at (202) 942-
1860
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,



							Rufus Decker
							Accounting Branch Chief

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Mr. James L. Green
April 28, 2005
Page 4 of 4




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE