SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								August 15, 2005

By Facsimile and U.S. Mail

Christopher A. Westover, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, California 94111

	Re:	BEI Technologies, Inc.
		Schedule 14D-9
		Filed August 3, 2005

Dear Mr. Westover:

	We have the following comments on the above-referenced
filing:

Schedule 14D-9
1. Throughout the filing you qualify the description of the
material
provisions of the merger agreement by reference to the text of the
merger agreement.  Please eliminate these disclaimers, as security
holders are entitled to rely on the disclosure in the document.

Item 4.  The Solicitation or Recommendation
2. On a supplemental basis, please provide us a copy of the
written
materials provided in connection with UBS`s presentation.
3. Please revise to clarify what portion of UBS`s fee is
contingent
upon successful completion of the tender offer and/or merger.
4. Please clarify the criteria used by UBS to select the
comparable
companies and comparable transactions.  Disclose whether any
companies meeting those criteria were excluded and if so, why.
5. Please revise to clarify how each analysis supports the
fairness
determination.

Item 8.  Additional Information
6. Please provide us supplemental copies of the complaint, answer,
and any material filings in the litigation discussed here, other
than
the complaint filed as an exhibit to the to this document.

Annex B - Schedule 14F-1
7. Revise the beneficial ownership table to disclose the
individual
with voting and/or investment power over the shares held by
Barclays
Global Investors.
Closing Comments

	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 respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,

      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
??

??

??

??

Christopher A. Westover, Esq.
August 15, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>