Mail Stop 7010
								September 9, 2005



Salvatore Secreti
Vice President and Chief Financial Officer
CE Franklin LTD
300 5th Avenue S.W. Suite 1900
Calgary, Alberta, Canada T2P 3C4

      Re:	CE Franklin LTD
      Form 20-F for Fiscal Year Ended December 31, 2004
		File No. 1-12570

Dear Mr. Secreti:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for Fiscal Year Ended December 31, 2004

Business Overview - Operations, page 9 of 59

1.		We note that sales include "product account management
and
inside sales."  Please tell us the specific nature of these
activities and explain to us when and how you recognize revenues
related to these activities.  Also, please be advised that if
services are greater than 10% of sales, you should separately
disclose service sales and the related cost of sales in the US
GAAP
footnote as required by Rule 5-03 of Regulation S-X.

Operating Results - Non-GAAP Measure, page 15 of 59

2.		If you continue to present a non-GAAP measure, please
revise your disclosures in future filings to fully comply with
Item
10(e) of Regulation S-K and the related FAQ in the following
respects.
* Your current disclosures adjust the measure you present for
items
in addition to what the acronym suggests.  Please either eliminate
the other items or rename the non-GAAP measure accordingly.
* Provide all the disclosures outlined in question #8 in the FAQ,
including disclosing potential limitations.
* If the non-GAAP measure is also used as a measure of liquidity
as
you disclose, you should also reconcile it to Cash Flows from
Operations.

Note 1 - Accounting Policies - Revenue Recognition, page 46 of 59

3.		We note your policy of recognizing product sales when
title
transfers to the customer.  Tell us when the title is transferred.
If other than shipment or delivery, tell us how your policy
complies
with SAB 101.

4.		We also note your reference to the consignment of
inventory
on page 12 of 59.  Tell us and revise future filings to include an
accounting policy footnote for consignment sales.

Note 13c - Commitments and Contingencies, page 52 of 59

5.		We note that the Company is involved in various
lawsuits.
Please provide supplementally a brief description of each material
lawsuit.  Also, please be advised that if you believe the
likelihood
of a material loss from such lawsuits is probable or reasonably
possible, you should revise future filings to provide the
disclosures
required by SFAS 5.

Note 17 - Reconciliation of Canadian and United States Generally
Accepted Accounting Principles - Segments, page 53 of 59

6.		We note your disclosures regarding your production
equipment and supplies as well as your tubular products in the
Business Overview and related sections.
* Please tell us what considerations you gave to whether these
represent two reportable segments under US GAAP.
* Tell us what discrete financial information is prepared at the
business level and explain to us who utilizes this information and
for what purpose.
* Provide us the internal reports prepared for and used by
management
and the board of directors.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 the filing;

* 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.

	You may contact Bret Johnson at (202) 551-3753, Anne
McConnell
at (202) 551-3709, or me at (202) 551-3768 if you have questions
regarding our comments.


Sincerely,



John Cash
Accounting Branch Chief

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Salvatore Secreti
CE Franklin LTD
September 9, 2005
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE