SecProbe.io

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February 10, 2005

Mail Stop 0306

Winston E. Hickman
Executive Vice President and
Chief Financial Officer
REMEC, Inc.
3790 Via De La Valle, Suite 311
Del Mar, California 92014

Re:	REMEC, Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed January 20, 2005
      File No. 1-16541

Dear Mr. Hickman:

      We have limited our review of the above filing to the
matters
identified in the comments below.  No further review of the proxy
material has been or will be made.  All persons who are by statute
responsible for the adequacy and accuracy of these materials are
urged to be certain that all information required pursuant to the
statutes has been included.

General
1. We note that we issued comments to you on January 11, 2005
regarding your Annual Report on Form 10-K that was filed April 15,
2004.  Please note that all of our comments on your Form 10-K will
need to be adequately addressed before we will be able to complete
our review of your preliminary proxy statement.
2. We note that you have not registered the new common stock or
the
redemption stock being issued in connection with the merger and
subsequent recapitalization.  Please supplementally explain why
the
issuance of the new common stock and the redemption stock does not
need to be registered under the Securities Act.  For example, if
you
believe that the issuance of those securities does not constitute
a
"sale" within the meaning of Section 5 of the Securities Act,
please
explain in detail the basis for that belief.  Alternatively, if
you
believe that those securities are exempted securities under
Section
3(a) of the Securities Act or that the issuance of those
securities
is exempt under Section 3(b) or Section 4 of the Securities Act
(or
any applicable rules promulgated under those sections), please
provide us with a detailed analysis as to the availability of any
such applicable exemption.
Cover Page of Proxy Statement
3. The meanings of the terms in parenthetical phrases appear to be
clear from the context of the associated disclosure, such that the
parenthetical definitions appear to be unnecessary.  Please
consider
eliminating these and all other unnecessary defined terms from
your
proxy statement.  Please also revise as appropriate to ensure that
your summary and question and answer sections, which we
collectively
view as constituting the summary term sheet required by Item
14(b)(1)
of Schedule 14A and Item 1001 of Regulation M-A, are presented in
plain English with minimal use of defined terms.
4. You state that the board of directors "will determine" the
exact
amount of consideration to be paid to shareholders prior to the
effective time of the merger.  Please disclose the factors the
board
will consider in making such determination, exactly when that
determination will be made, and how that determination will be
communicated to shareholders.  Please also explain whether there
is a
minimum amount that will be distributed to shareholders if the
transaction is approved and completed or whether it is possible
the
board may decide not to distribute any amounts to shareholders.
If
there is a minimum amount that will be distributed, please
disclose
that amount and the minimum amount per share that shareholders can
expect to receive if the transaction is approved and completed.
Please include similar disclosures where appropriate throughout
your
proxy statement.
5. Please disclose on the cover page and on your proxy card that
the
completion of the reclassification is conditioned upon the
approval
of the merger.  Please also disclose on the cover page the
consequences to the company and to shareholders if the merger is
approved but the reclassification is not.
Summary of Proposals - Page 2
Proposal One:  Approval of the Sale of REMEC Defense & Space -
Page 2
Interests of Directors, Executive Officers and Employees - Page 4
6. Please revise to identify by name and title any directors or
executive officers who will receive payments under performance and
retention agreements and the amount to be paid to each such
director
or executive officer.  Please also revise to disclose the
aggregate
incentive payments to be paid under the performance and retention
agreements.  Please make similar revisions to your disclosures
that
appear on page 41.
7. Please revise to disclose the date that the change of control
agreement was entered into with Mr. Giles.  Please also quantify
here
and on page 41 the aggregate consideration to be received by Mr.
Giles under the terms of that agreement.  In addition, please
revise
to clarify here and on page 41 whether Mr. Giles will be employed
by
REMEC Defense & Space and/or Chelton Microwave after the
completion
of the merger, and, if Mr. Giles will be so employed, disclose the
compensation that he will receive in connection with that
employment.
Questions and Answers about the Proposed Transaction - Page 12
8. Please move the forward looking statements section so that it
appears after the summary and the question and answer sections.
9. The organization of your proxy statement appears to be based on
the mechanics of the transaction rather than on how the proposals
may
affect your shareholders` interests.  The organization of your
proxy
statement should be from the perspective of your shareholders and
should explain how the proposals may affect your shareholders`
interests.  For example, please revise the order of your questions
and answers to more prominently discuss the impact to shareholders
of
the proposals being presented, as currently reflected in the
answers
to questions six, seven and eight.
Why are we effecting a reclassification of our common stock - Page
12
10. Please explain the reasons for the reclassification of your
common stock in order to create a class of redeemable common stock
to
be redeemed in connection with the distribution of the merger
consideration to your shareholders.  For example, does the use of
redeemable stock provide tax benefits to shareholders?
What will happen to my shares of REMEC - Page 13
11. Please revise the response to this question to explain that
the
redemption stock will be redeemed immediately after the
transaction,
so shareholders will ultimately receive a fractional share of new
common stock and cash.  Please also disclose the minimum fraction
of
a share of new common stock that shareholders could receive in
exchange for each existing share of common stock.
Will the Redemption be taxable to REMEC shareholders - Page 13
12. Please expand your disclosures here to explain more
specifically
the material federal income tax consequences to shareholders of
the
reclassification and subsequent redemption.
What happens if the sale of REMEC Defense and Space is not
approved -
Page 14
13. We note that you may be obligated to pay a termination fee if
the
merger is not approved.  Please revise to briefly summarize the
conditions under which you would have to make that payment.
Background of the Sale of REMEC Defense & Space - Page 21
14. Please revise to discuss the material terms of each of the
indications of interest received on November 3-4, 2004.  Please
also
revise to discuss the process used by the board in determining to
select Chelton Microwave`s indication of interest.
15. Please discuss here and on page 25 the reasons that you
engaged
two financial advisors in connection with the sale of REMEC
Defense
and Space.  Please also clarify on page 25 the services provided
by
each financial advisor.
16. Please include a discussion of the background and negotiations
relating to the change of control agreement entered into with Mr.
Giles on November 9, 2004.
Our Financial Advisors - Page 25
17. Please disclose the amount of the transaction fees to be
received
by each of your financial advisors in connection with the merger.
Please also disclose all "other amounts" to be received by Needham
&
Company.
Opinion of Jefferies Quarterdeck - Page 26
18. Supplementally provide copies of the materials that Jefferies
Quarterdeck prepared in connection with its fairness opinion or
that
were otherwise provided to your board of directors by Jefferies
Quarterdeck and/or Needham & Company in connection with this
transaction, including, among other things, any "board books,"
drafts
of fairness opinions provided to the board, and summaries of all
oral
presentations made to the board.  We may have additional comments
after we review those materials.
Material United States Federal Income Tax Consequences - Page 43
19. Please revise here and in your summary or question and answer
sections to quantify, to the extent practicable based on
reasonable,
disclosed assumptions, the anticipated tax liability that you
expect
to incur in connection with the sale of REMEC Defense and Space,
taking into account all offsets from operating and/or capital
losses
and all available tax credits.
Transaction of Other Business - Page 66
20. The "WITHHOLD" box referenced in the last sentence of your
disclosure on page 66 does not currently appear on the form of
proxy
card attached to your filing.  Please revise or advise.
Annex B Jefferies Quarterdeck Opinion
21. The staff notes the limitation on reliance by shareholders in
the
fairness opinion provided by Jeffries Quarterdeck and also
disclosed
on pages 4 and 26 of the proxy statement.  Disclaimers of
responsibility that in any way state or imply that investors are
not
entitled to rely on the opinion, or other limitations on whom may
rely on the opinion, are unacceptable.  Investors are entitled to
rely on the opinion expressed.  Please remove the language
limiting
the use of this opinion only for the benefit of the board of
directors in the opinion and in the proxy statement.

*          *          *

      As appropriate, please revise your proxy statement in
response
to these comments and to update your disclosure.  As required by
Rule
14a-6(h), please provide us with marked copies of the revised
proxy
statement to expedite our review.  Please furnish a cover letter
with
your revised proxy statement that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your revised proxy
statement
and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 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.
	Direct any questions to Jay Mumford at (202) 824-5348 or to
me
at (202) 942-7924.

						Sincerely,

						David Ritenour
						Special Counsel

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Winston E. Hickman
REMEC, Inc.
February 10, 2005
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