Mail Stop 7010
								February 24, 2006



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 responses 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

Prior Comment 2

1.		We note your proposed modifications to the non-GAAP
measure
you present.  Please ensure your revised disclosures address each
item outlined in our response to question 8 of the FAQ on non-GAAP
measures.  Specifically address the limitations associated with
eliminating each material recurring item from the non-GAAP
performance measure that you present and disclose how management
compensates for these limitations.  The disclosures regarding the
limitations may be similar to the following:
* It does not include interest expense. Because you borrow money
to
finance your operations, interest expense is a necessary element
of
your costs and ability to generate revenues. Therefore any
performance measure that excludes interest expense has material
limitations;
* It does not include income taxes. Because you are required to
pay
income taxes, they are a necessary element of your costs.
Therefore
any performance measure that excludes income taxes has material
limitations;
* It does not include depreciation and amortization. Because you
use
capital assets, depreciation and amortization are necessary
elements
of your costs and ability to generate revenue. Therefore any
performance measure that excludes depreciation and amortization
has
material limitations.

Prior Comment 3

2.		In regard to consignment sales, tell us when the risks
and
rewards of ownership of the product and title transfer to the
customer.

3.		We note your response that it is not possible to
determine
the impact of consignment sales on net income.  It appears to us
that
the impact should be the amount of gross profit you recorded on
consignment sales.  To the extent that impact is material to net
income, we continue to believe you should revise future filings to
include revenue recognition policies for sales and consigned sales
that specify when you recognize revenue.  Please be advised that
we
do not believe the disclosures that indicate revenue is recognized
when the risks and rewards of ownership of the product and title
transfer to the customer adequately specify when revenue is
recognized.

Prior Comment 4

4.		We note the supplemental information you provided in
response to prior comment 4 including the management reports.  It
appears to us that your sales revenue is comprised of two or more
significant product lines.  Please revise future filings to
disclose
sales by major product line as required by paragraph 37 of SFAS
131.
In addition, please revise MD&A in future filings to separately
disclose and discuss sales and gross profits by product line.

      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.


	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
February 24, 2006
Page 1


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

         DIVISION OF
CORPORATION FINANCE