SecProbe.io

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Mail Stop 6010

      July 1, 2005

Mr. Pierre Plamondon, CA
Vice-President Finance and Chief Financial Officer
Exfo Electro-Optical Engineering Inc.
400 Godin Avenue
Vanier, QUEBEC G1M 2K2
Canada

	RE:	Exfo Electro-Optical Engineering Inc.
		Form 20-F for the fiscal year ended August 31, 2004
		Filed January 14, 2005
		File No. 0-30895

Dear Mr. Plamondon:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments. Where indicated, we think you should revise your
document in future filings 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 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 20-F for the period ending August 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 43

Net Loss and Pro Forma Net Loss, page 61

1. We note that you present "pro forma net loss" and "pro forma
net
loss per share" that appears to be a non-GAAP financial measure as
defined in Item 10(e) of Regulation S-K.  As indicated in Item
10(e)(ii)(B) of Regulation S-K, you may not adjust non-GAAP
financial
measures to eliminate or smooth items identified as non-recurring,
infrequent or unusual, when the nature of the charge or gain is
such
that it is reasonably likely to recur within two years or there
was a
similar charge or gain within the prior two years.  In this
regard,
we note items identified in your net loss breakdown appear to be
recurring in nature.  Under certain limited circumstances a non-
GAAP
financial measure may be adjusted for recurring items, however,
companies must meet the burden of demonstrating the usefulness of
any
measure that excludes recurring items.  Refer to Question 8 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Measure.
Please revise future filings or advise.

Note 20. United States Generally Accepted Accounting Principles,
page
F-39

2. Please refer to Note (d).  Explain how your restructuring
charges
and integration activities meet the criteria in EITF 95-3.  For
example, based on page F-16, it appears that consolidation
expenses
such as training, recruiting and other special termination
benefits
would be outside the scope of EITF 95-3.  Please advise.

3. With regard to Note (e) related to goodwill, fully explain how
your U.S. GAAP accounting complies with SFAS 142.  Explain in
detail
your goodwill impairment testing process and describe the basis
for
determining your reporting units and your goodwill allocation
method.

Form 6-K filed April 6, 2005

4. We note your Form 6-K filed April 6, 2005 and January 14, 2005
contain non-GAAP financial measures that would otherwise be
prohibited by Item 10(e) of Regulation S-K.  Note that if you
choose
to incorporate by reference these Form 6-K`s or any subsequently
filed Form 6-K`s that contain non-GAAP financial measures, you
will
be required to comply with Item 10(e) of Regulation S-K.  Refer to
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures dated June 13, 2003 for further guidance.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that 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 Dennis C. Hult, Staff Accountant, at (202)
551-
3618 or myself at (202) 551-3554 if you have questions regarding
comments on the financial statements
and related matters.  In this regard, do not hesitate to contact
Martin F. James, Senior Assistant Chief Accountant, at (202) 551-
3671
with any other questions.

								Sincerely,

								Angela J. Crane
								Accounting Branch Chief

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Pierre Plamondon, CA
Exfo Electro-Optical Engineering Inc.
July 1, 2005
Page 4

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