SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 05-10

	June 6, 2005

Mr. James L. Green
Peco II, Inc.
1376 State Route 598
Galion, Ohio 44833

	RE:  	Peco II, Inc.
		Form 8-K Item 4.01
		Filed June 3, 2005
		File No. 0-31283

Dear Mr. Green:

      We have reviewed your filings and have the following
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 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 number listed
at
the end of this letter.

1. When you engage a new accountant, please report the engagement
in a
new Form 8-K and comply with the requirements of Regulation S-K
Item
304 (a)(2).  In making any disclosures about consultations with
your
new accountant, please ensure you disclose any consultations up
through the date of engagement.  Please confirm to us your
intentions
in this regard.

*****

	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.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      Please file your supplemental response via EDGAR in response
to
these comments within 5 business days of the date of this letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies of
each amended filing to expedite our review.  Direct any questions
regarding the above to the undersigned at (202) 551-3747.

							Sincerely,

								Patricia Armelin
								Staff Accountant
??

??

??

??

Mr. James L. Green
Peco II, Inc.
June 6, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>