Mail Stop 7010

      January 31, 2006

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

Re:	PECO II, Inc.
Preliminary Schedule 14A
Filed on January 20, 2006
File No. 0-31283

Dear Mr. Green:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise your documents 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Letter to Shareholders

1. Please revise this letter to use plain English by deleting the
term "certain" when describing the exclusive rights and business
supply agreements you will acquire.  Instead, please disclose what
you will acquire. Please also revise the Q & A and summary
sections
accordingly.  In this respect, please also delete the term
"Company"
throughout the Q&A and summary.

2. Please disclose up front that you will acquire Delta`s telecom
power segment.

Note to Unaudited Pro Forma Condensed Consolidated Financial
Information, page 19

3. We note your statement at the bottom of page 19 that the
allocation of the purchase price is preliminary.  Please revise
your
pro forma financial statements to include reasonable estimates of
the
business supply agreements and other identifiable intangibles,
each
of which should be specifically identified.  In addition to
disclosing the specific intangibles acquired and the value
attributed
to them, you should also identify the useful lives used to
calculate
the pro forma amortization adjustments.

4. Please revise your description of pro forma adjustment K to
clarify the factually supportable basis for the reduction in
selling
expenses or revise accordingly.

Delta Management`s Discussion and Analysis - Financial Results of
Delta Business Assets, page 21

5. Please revise to include appropriate notes to the Delta
Business
Assets Financial Statements.

6. Please also note that the financial statements for the latest
fiscal year are required to be audited.  Accordingly, please
revise
to include the related report of your independent accountant.

Quarterly Balance Sheets, page 22

7. Please revise the total owner`s equity balance at September 30,
2005.  It appears that the total owner`s equity balance should be
$5,087,000 instead of the $8,913,000 amount presently disclosed in
order to reconcile to the total assets in your balance sheet.

Opinions of Our Financial Advisor, page 35

8. We note your response to prior comment 23. Ensure that the
filing
addresses all of the analyses that were conducted by GBQ and
presented to the board.  For example:

* Please summarize the material projections that the parties
exchanged.
* Please describe in greater detail the calculations and
underlying
assumptions used in determining fair value. Also discuss the
analyses
performed to determine the valuation of PECO II.
* It appears that some of the variables used for the Black-Scholes
Option Pricing Model are not discussed. Please include a
discussion
of all the relevant variables.

      Please respond to these comments by filing an amendment to
your
filing and providing the supplemental information requested.
Please
provide us with a supplemental response that addresses each of our
comments and notes the location of any corresponding revisions
made
in your filing.  Please also note the location of any material
changes made for reasons other than responding to our comments.
Please file your supplemental response on EDGAR as a
correspondence
file.  We may raise additional comments after we review your
responses and amendment.

	Please direct questions regarding accounting comments to Gus
Rodriguez at (202) 551-3752, or in his absence, to Scott Watkinson
at
(202) 551-3741.  Please direct all other questions to Brigitte
Lippmann at (202) 551-3713. You may also call the undersigned
Branch
Chief at (202) 551-3767, who supervised the review of your filing.

Sincerely,



Jennifer Hardy
Branch Chief


cc:  	Mark B. Koogler, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215-6194

??

??

??

??

James L. Green
PECO II, Inc.
January 31, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE