SecProbe.io

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Mail Stop 6010

June 24, 2005

Via U.S. Mail and via Facsimile

Mr. Charles L. Pope
Chief Financial Officer
Reptron Electronics, Inc.
13700 Reptron Boulevard
Tampa, Florida 33626

	RE:	Reptron Electronics, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 31, 2005
		Form 10-Q for the quarter ended March 31, 2005
		File No. 0-23426

Dear Mr. Pope:

     We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our  review to
other
portions of your documents.  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 comments are
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
filings.
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.

Form 10-K for the Fiscal Year Ended December 31, 2004

Item 6. Selected Financial Data, page 15

1. In future filings please separately reflect the financial
information of the predecessor for the one month ended January 31,
2004 and for periods prior to that date from the successor period
for
the eleven months ended December 31, 2004.  Please also revise
future
filings to include a black vertical line to separate the financial
information of the predecessor and successor within your selected
financial data, financial statements and any other columnar
presentations of financial information within your filings that
include predecessor and successor periods.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 15

2004 Compared to 2003, page 16

2. Please revise future filings to provide an analysis of your
results of operations based upon the actual entities and periods
reflected in your financial statements.  That is, please do not
combine the predecessor and successor financial statements for
purposes of your analysis.  If you believe that in addition to
your
analysis of historical information a retroactive pro forma
presentation is meaningful for a discussion of trends in MD&A,
then
please only reflect this information for revenues and costs of
revenues since more comprehensive presentations through operating
income may not meaningfully or accurately depict your operating
results.  This comment is also applicable to your analysis of
operations in the MD&A of your Forms 10-Q.

Financial Statements, page F-1

Note A - Organization and Description of Business, page F-7
3. We note that your reorganization value was $86 million.
However,
you disclose that you limited that value to the aggregate carrying
value of your pre-emergence assets.  Please tell us why and cite
the
accounting literature upon which you relied.  Tell us your
consideration of paragraphs 43 and 44 of SFAS 141 and paragraphs
61
and 62 of SOP 90-7.  In addition, please tell us and disclose in
more
detail in future filings the significant matters related to the
determination of your reorganization value as required by
paragraph
38 of SOP 90-7.

4. Refer to the first paragraph on page F-9.  The last sentence
indicates that the company has not yet determined how the
reorganization will impact your net operating loss carryforwards
and
the related deferred tax assets.  Please tell us and disclose how
you
plan to treat any deferred tax assets recognized and how you
considered the guidance in paragraph 38 of SOP 90-7.

Note H - Long-Term Notes Payable, page F-17

5. Please tell us and disclose in future filings how you are
accounting for the scheduled interest rate increase on your senior
secured notes and tell us why.  We note that the stated interest
rate
increases by a fixed rate after February 2006 through maturity and
does not reset to the approximate current market rate for the
extended term.  Please refer to EITF 86-15 and SFAS 133.

Item 9A - Controls and Procedures, page 23

6. We note your statement that a "control system, no matter how
well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the internal control system are
met."  We further note that this paragraph and the paragraph
following continue to state that the design of a control system
also
has inherent limitations, including assumptions for which there
can
be no assurance.  Please revise these two paragraphs in future
filings to state clearly, if true, that your disclosure controls
and
procedures are designed to provide reasonable assurance of
achieving
their objectives.  In the alternative, please remove the reference
to
the level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.
Please
also address this comment with respect to your Form 10-Q for the
quarterly period ended March 31, 2005.

Form 10-Q for the Quarterly Period Ended March 31, 2005

Item 4. Controls and Procedures, page 15

7. We note that you excluded the conclusion required under Item
307
of Regulation S-K of your principal financial officer regarding
the
effectiveness of your disclosure controls and procedures.  We also
note that in the definition of disclosure controls and procedures
included in the conclusion of your principal executive officer you
omitted the reference to your principal financial officer that is
included in the definition of disclosure controls and procedures
in
Rule 13(a)-15(e).  The first sentence of the first paragraph of
this
item refers to the participation of both your chief executive
officer
and chief financial officer in the evaluation of your disclosure
controls and procedures.  We note that the company has both a
chief
executive officer, Paul J. Plante, and a principal financial and
accounting officer, Charles L. Pope.  Both of the individuals
signed
the filing and the certifications included in Exhibits 31.1 and
31.2.
Based upon the foregoing, it appears that you should amend your
March
31, 2005 Form 10-Q to include the conclusion of your principal
financial officer under Item 307 of Regulation S-K.  If you agree,
you should amend the filing to comply.  Otherwise, please provide
us
with an explanation of why you determined that the current
disclosure
complies with Item 307 of Regulation S-K.

8. The language that is currently included after the word
"effective"
in your disclosure in the first paragraph appears to be
superfluous,
since the meaning of "disclosure controls and procedures" is
established by Rule 13a-15(e) of the Exchange Act.  However, if
you
wish to retain the definition, please revise the language
appearing
after the word "effective" to be substantially similar in all
material respects to the language that appears in the entire two-
sentence definition of "disclosure controls and procedures" set
forth
in Rule 13a-15(e).

*    *    *    *

      As appropriate, please amend your March 31, 2005 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and 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 filings;

* 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 Heather Tress, Staff Accountant, at (202)
551-
3624 or me at (202) 551-3604 if you have questions regarding
comments
on the financial statements and related matters. In this regard,
do
not hesitate to contact Michele Gohlke, Accounting Branch Chief,
at
(202) 551-3327.

Sincerely,

Kate Tillan
Assistant Chief Accountant

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Mr. Charles L. Pope
Reptron Electronics, Inc.
June 24, 2005
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