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SEC RESPONSE LETTER

 Susan K. Shapiro

 (617) 854-4233

 sshapiro@pscboston.com

 October 3, 2005

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Bennett Environmental Inc.

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

 Ladies and Gentlemen:

 On behalf of our client, Bennett Environmental Inc. (the
“Company”), we set forth below the Company’s responses to the comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), in letters dated
August 18, 2005 and September 1, 2005, regarding the Company’s (i) Annual Report on Form 40-F for the fiscal year ended December 31, 2004 (the “Form 40-F”), as filed with the Commission on March 31, 2005 and
(ii) Reports on Form 6-K including interim financial statements as of and for the periods ended March 31, 2005 and June 30, 2005, as furnished to the Commission on May 17, 2005 and August 3, 2005, respectively. For your
convenience, each response follows the sequentially numbered Comment copied from your letters of August 18, 2005 and September 1, 2005. When we refer to pages or notes in this letter, we refer to the page or note numbers in the Form 40-F.
Unless stated otherwise, dollar amounts shown are stated in Canadian dollars.

 Comment Letter Dated August 18, 2005

 Form 40-F for the Fiscal Year Ended December 31, 2004

 U.S. Securities and Exchange Commission

 October 3, 2005

 Page 2

 General

 Comment (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.

 Response (1):

 The
Company acknowledges the Staff’s Comment and has included with its responses drafts of certain revised disclosure for the Staff’s consideration and will ensure that the additional disclosures or other revisions will be made in future
filings, as applicable. Except as noted, the Company would propose treating all Comments as “future” comments to be reflected in future filings.

 Annual Information Form

 A. Disclosure Controls and Procedures, Page 1

 Comment (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.

 Response (2):

 The Company believes that its conclusions concerning the effectiveness of its disclosure controls and
procedures were valid and that the variations concerning estimated and actual results in connection with the Saglek contract were due to operational issues as discussed in the Company’s Management’s Discussion and Analysis for the year
ended December 31, 2004 (the “2004 MD&A”) under “Results of Operations — Contribution Margins — Contribution Margins—Saglek Contract”; please see also Response (6) below.

 The primary reason for the increased cost related to lower overall volumes
processed, for all contracts, which resulted in higher costs per tonne because fixed operating costs were absorbed over fewer tonnes. Also, the Company did not recommence work on the Saglek contract until July 2004 and consequently became aware only
after that time of the additional work and costs required to remediate remaining materials. which resulted in a significant increase in the volume of material that had to be crushed, shipped and processed off-site and accordingly contributed to the
significantly increased costs.

 U.S. Securities and Exchange Commission

 October 3, 2005

 Page 3

 Variances in revenues were primarily due to lower than expected excavation volumes, as well as the Company’s reduction during the third quarter of
2004 of its expectation of recovery for a claim for extra expenses. As of December 31, 2004 field work related to the Saglek contract was completed. Administrative work (i.e. final technical reports, final billing etc.) related to the contract
was virtually complete at year-end and these administrative issues were completed in the first quarter of 2005. Given that the contract was virtually complete as of December 31, 2004 there was no material variation at that date or subsequent to
December 31, 2004 between actual and estimated revenues and costs. The only item that was an estimate at December 31, 2004 and for the subsequent quarters was disputed amounts related to extra costs. These claims amounted to approximately
$9.1 million of which the Company recorded $5.1 million as revenue in 2004 as management’s best estimate of the revenue that is collectible. The remaining potential revenue of approximately $4.0 million was not recorded as revenue or a
receivable as at December 31, 2004 pending resolution of the dispute. The Company believes that its disclosure related to these items in the financial statements and management’s discussion and analysis makes it clear that the amounts are
in dispute and that the amounts recorded are management’s best estimates of expected recoveries against the claims. Please refer to Response (12) below. Therefore the Company believes that there was no material variation between actual and
estimated costs at or subsequent to December 31, 2004 and that the Company’s disclosure controls and procedures were effective at that date.

 The Saglek site is in a remote northern region and because of this it is not possible to undertake excavation work for much of the year, and no field work
was undertaken by the Company in the first or second quarter of 2004. Quarterly project reviews for the first and second quarter did not indicate that any changes were required to the estimates of percentage completion as at December 2003. In the
third quarter of 2004 the Company mobilized its workforce and equipment for what the Company had understood would be additional work within the existing framework of the contract agreed to by the customer. In the third quarter, the Company reviewed
its estimates for revenue and expenses related to the Saglek contract and reported these facts in its third quarter MD&A. The Company reported these revisions as soon as it became aware of the changes and accordingly believes that its disclosure
controls and procedures were effectively established and functioning in the circumstances.

 It should also be noted that the Company engaged an independent consultant, prior to commencement of site work, who was a professional engineer with many years of experience in site work of the nature similar to
Saglek. This contractor assisted the Company in preparing and evaluating estimates for revenues and expenses. Estimates for revenue and expenses were updated on a quarterly basis based on information the Company received from its customer and the
principal subcontractor involved with the

 U.S. Securities and Exchange Commission

 October 3, 2005

 Page 4

 project. These revised estimates were communicated by the independent consultant to Company management to allow timely decisions regarding required
disclosures.

 Comment (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.

 Response (3):

 The Company acknowledges the Staff’s Comment and will ensure that future filings
contain the following disclosure (in pertinent part) concerning the conclusions of its Chief Executive Officer and Chief Financial Officer as to the effectiveness of the Company’s disclosure controls and procedures:

 “…Based on that evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is: accumulated
and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and recorded,
processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.”

 B. Internal Control over Financial Reporting, Page 1

 Comment (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.

 Response (4):

 U.S. Securities and Exchange Commission

 October 3, 2005

 Page 5

 The Company’s references to “business and financial controls” were not intended to encompass the definition of “internal control over
financial reporting” as set forth in Exchange Act Rules 13a-15(f) and 15d-15(f), e.g., a process “designed … to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles …”. Rather, the Company views “business and financial controls” more as an element of operational management of the company, facilitating
management’s ongoing monitoring and evaluation of operations, and serving as a tool for planning and scheduling. In future disclosures, the Company will use terminology to better distinguish between operational and management controls on the
one hand, and financial controls on the other hand. Following are examples of what the Company was referring to in its statement that it “… made rapid strides towards improving business and financial controls”:

•

A monthly forecast of expected deliveries was implemented. This schedule was updated for actual volumes of soil received. This schedule provided management with a daily barometer of
expected deliveries against actual deliveries for a given month and better allowed the Company to plan production crews and scheduling.

•

A monthly forecasting model was developed to better allow management to predict future cash flows as a result of updated sales and production forecasts and costs. This type of
control, again, was designed as a management tool to run the business more effectively on an ongoing basis.

•

The Company initiated the development of a sales tracking system to track the development of future potential projects for the Company that are compiled by the Company’s sales
group and used by its senior executives to monitor future potential business among other matters.

 The Company believes these initiatives will lead to better business decisions and to better disclosure controls in the future but do not believe that they
had been developed far enough or were in the nature of financial reporting controls to warrant separate disclosure as having materially affected, or being reasonably likely to materially affect, the Company’s internal control over financial
reporting.

 Management’s Discussion
and Analysis

 Results of Operations,
page 2

 Comment (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

 U.S. Securities and Exchange Commission

 October 3, 2005

 Page 6

 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.

 Response (5):

 As noted in Response (2) above, because Saglek is in a remote northern region, 2004 site work did not
commence until the third quarter of 2004. Project reviews conducted in the first and second quarters of 2004 indicated that no adjustments were required to the percentage of completion estimates.

 The Saglek contract was a fixed rate contract obtained through an agency
controlled by the federal government of Canada. The contract was accounted for by the percentage of completion method. The contract provided for additional revenue in a number of circumstances primarily:

•

When the Company incurs additional costs due to a change in the scope of the work.

•

When the nature of the material encountered during excavation deviates significantly from the material described in the original tender documents.

 As described in Response (6) below, the nature of the material deviated
significantly from what the Company understood in the tender documents.

 The Company notified its customer of change orders related to 3 major items in 2003 and 2004. These change orders represented modifications to the original contract that effectively changed the existing provisions of
the contract and did not add any new provisions. These are described below:

•

Extra costs associated with steel and other debris encountered in the actual excavation that were not described in the tender documents (approximately $950,000, and primarily
incurred in 2003).

•

Extra costs associated with the crushing of oversized material. This oversized material was not described in the tender documents (approximately $800,000, and primarily incurred in
2003).

•

Impact costs associated with the handling, shipping, and treating of the oversized material (approximately $8,300,000; these costs were incurred partly in 2003 and partly in 2004).

 U.S. Securities and Exchange Commission

 October 3, 2005

 Page 7

 The attached Schedule A sets forth the amount of revenue estimated used for calculating revenue recognition for 2003. The Schedule shows the three
principal areas for extra expenses (steel, crushing and impact) as well as additional amounts estimated for the under burden (the term “under burden” refers to the amount of soil underneath the original piles). The Company had a contract
to excavate and remediate 19,500 cubic meters of soil plus a minimum 2,300 cubic meters of under burden. The volume of contaminated soil in the under burden was unknown and final amounts were determined based on testing as work progressed.

 The Company viewed the extra work required as change orders
because the Company identified the extra costs to the customer. The services were contemplated in the original contract and did not change the provisions of the contract or add new provisions. At meetings between the Company and the customer in late
2003 and early 2004, the Company believed that a basis for pricing the change order was established and that the customer confirmed the basis for establishing the amounts to be charged for the services to be performed.

 From the commencement of fieldwork the Company had engaged an independent
contractor who had a long history of