SecProbe.io

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Mail Stop 7010

      August 18, 2005

Mr. Andrew Boulanger
Chief Financial Officer
Bennett Environmental Inc.
Suite 208 - 1540 Cornwall Road
Oakville, Ontario, Canada L6J 7W5

	RE: 	Form 40-F for the Fiscal Year ended December 31, 2004
                    	Form 6-K for the Fiscal Quarters ended
March
31, 2005
                         and June 30, 2005
                    	File No. 0-30946

Dear Mr. Boulanger:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 40-F for the year ended December 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your response what the
revisions will look like.  These revisions should be included in
your
future filings.

Annual Information Form

A. Disclosure Controls and Procedures, page 1
2. Please tell us how you concluded that your disclosure controls
and
procedures were effective at December 31, 2004 given the material
variation between the estimated revenues and expenses and the
actual
revenues and expenses on the Saglek contract.
3. You state that your disclosure controls and procedures were
effective "to ensure that information required to be disclosed in
[your] filings under the Securities Exchange Act of 1934 is
recorded,
processed, summarized and reported within the time periods
specified
in the Securities and Exchange Commission rules and forms."  This
is
an incomplete definition of disclosure controls and procedures per
Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Please revise
in
future filings your definition to also clarify, if true, that your
disclosure controls and procedures were effective to ensure that
information required to be disclosed by you in the reports that
you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.

B. Internal Control over Financial Reporting, page 1
4. Please tell us how you concluded that there were no changes in
internal control over financial reporting given your disclosure in
management`s discussion and analysis that you had made rapid
strides
towards improving business and financial controls as 2004 drew to
a
close.

Management`s Discussion and Analysis

Results of Operations, page 2
5. You attributed part of the revenue shortfall in 2004 under the
Saglek contract to a reduction of C$4 million included in revenue
for
a claim for extra expenses.  Please tell us and disclose the total
amount of claims for extra expenses estimated in 2004 revenues at
the
end of 2003.  Please tell us how you determined that it was
probable
that costs due to unpriced change orders would be recovered
through a
change in the contract price given that you had negotiated a fixed
rate on the Saglek contract.  Please also describe your favorable
history of negotiating and collecting work performed under
unapproved
change orders and how your accounting for change orders conforms
to
paragraphs 61-63 of SOP 81-1.
6. Please tell us and disclose why processing costs would increase
by
$6.7 million and site costs, fuel costs and transportation costs
would increase by $4.5 million, if you experienced lower volumes.
Please tell us why you did not identify these significant
deviations
from estimated costs until 2004.  In this regard, please explain
in
detail how you derived your original estimates used in assessing
progress towards completion and how you considered your actual
results throughout 2003 in updating your estimates during the
course
of the contract.

7. In your discussion of contribution margins - other business,
please also disclose:
* The underlying reasons for the decrease in volume, which
resulted
in the decrease in revenue.
* The reason for what appears to be increased revenue per ton.
* The underlying reasons for the overall decrease in operating
expenses.
* The reason for what appears to be increased cost per ton.
* Any known material trends and uncertainties related to the
revenue
and expenses associated with these contracts.

Financial Statements

Note 2.  Significant accounting policies (k) Revenue recognition,
page F-12
8. Citing relevant accounting literature, please tell us why you
recognize revenue on remediation activities when these services
are
completed under US and Canadian GAAP.  Further, where your
contracts
contain multiple revenue generating activities, please tell us:
* The nature of each revenue generating activity.
* How you determine the fair value of each delivered element.
* When you recognize revenue for each revenue generating activity.
* Citing relevant accounting literature, your basis for your
accounting for contracts with multiple revenue generating
activities.
9. We note that the Saglek contract was the first of its kind for
the
company.  In light of the significant deviations from your
estimated
revenue and costs, please explain in detail your consideration of
paragraph 23 - 29 of SoP 81-1 in determining that your use of the
percentage-of-completion method was appropriate.
10. In your significant accounting policies you disclose that it
is
your policy to recognize losses on contracts on which a loss is
anticipated.  Under Outlook/Subsequent Events in your Form 40-F
report at December 31, 2003, and in a press release dated March
29,
2004 you disclosed that first quarter revenues and earnings would
be
significantly lower due to low margin processing related to the
Saglek project.  However, you appear to have recognized
significant
losses on the Saglek contract in the third and fourth quarters of
2004 upon the completion of the project.  Please tell us when it
became apparent to you that you would incur a loss on the Saglek
contract.  Please also clarify your disclosure that you completed
field work in September 2004 and that you had completed work
related
to the project as of December 31, 2004.  Please refer to paragraph
24
of SOP 81-1 and paragraph 6 of ARB 45 for guidance.
11. Please tell us the Saglek contract start and termination date.
Please also tell us whether the Saglek contract had any
performance
benchmarks, and if so, what the performance benchmarks were and
their
relevant dates.  Please also tell us if the contract contained any
provisions for change orders.

Note 3.  Accounts receivable, page F-13
12. Please disclose the activity in your allowance for doubtful
accounts, including provisions for bad debts, accounts receivable
write-offs and other adjustments.  Please tell us why you have
recognized a valuation allowance for  C$4.3 million of the C$9.2
million disputed claim amount on the Saglek contract at December
31,
2004.  Under paragraph 65 of SOP 81-1, you may recognize
additional
contract revenue relating to claims only if it is probable that
the
claim will result in additional revenues and if the amount of
revenues can be reliably estimated.  These requirements are met
only
if four conditions specified by SOP 81-1 are satisfied.  Please
tell
us and disclose how you comply with each of the four conditions
specified by paragraph 65 of SOP 81-1 to recognize claims.

Note 16.  Contingencies, page F-25
13. Since an unfavorable settlement of your legal exposures could
have a material effect on your financial condition, results of
operations and cash flows, please disclose the likelihood (for
example, probable, possible, or remote) of loss from each
contingency
you have disclosed, whether you have made an accrual for the loss
contingency, and if so, the amount of the accrual.   If you have
not
accrued a reserve for your legal exposures, please tell us why you
do
not believe that a contingency accrual is required and disclose an
estimate of the possible range of loss or state the reasons why
such
an estimate cannot be made.  Please refer to paragraphs 9-11 of
SFAS
5, FIN 14 and SAB Topic 5:Y.

Note 17.  United States generally accepted accounting principles
("U.S. GAAP") reconciliation, page F-30
14. Citing relevant accounting literature, please tell us why you
capitalize permitting cost under Canadian GAAP, but charge these
costs to expense as incurred under US GAAP.  Please also tell us
how
you determined the ten-year useful life of the permits under
Canadian
GAAP.  In this regard, please tell us your consideration of the
expected use of the asset; the expected useful life of other
assets
to which the useful life of the permits may relate; any legal,
regulatory, or contractual provisions that may limit the useful
life
or enable you to extend the useful life of the permits without
substantial cost and modification; the effects of obsolescence,
demand, competition, and other economic factors; and the level of
maintenance expenditures required to obtain the expected future
cash
flows from the permits.

*    *    *    *

      		Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response on EDGAR
as
a correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our 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 required
under
the Securities Exchange Act of 1934 and 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 their 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.

       	If you have any questions regarding these comments,
please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, to the undersigned, at (202) 551-3255.

          					    Sincerely,

							    Nili Shah
							    Branch Chief
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Andrew Boulanger
Bennett Environmental Inc.
August 18, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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