SecProbe.io

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Mail Stop 6010

       August 26, 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 response dated August 12, 2005 and have
the following comments.  We have limited our review to matters
related to the issues raised in our comments and we will make no
further review of your documents. 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.

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. Please refer to prior comment 1.  We reference the pro forma
information presented on page 62. The objective of pro forma
financial information is to provide investors with information
about
the continuing impact of a transaction by showing how a specific
transaction (or group of transactions) might have affected your
historical financial statements, illustrating the scope of the
change
in your financial position and results of operations. You have
elected to present certain pro forma data within MD&A.  This
presentation does not comply with the purpose or the rules of
Article
11 of Regulation S-X or with FRC 202.02.  Specifically, the
information reflects a hybrid approach to accounting for your
operations that is not in compliance with GAAP.  The staff
believes
that this information will confuse investors.
In addition, it is not an appropriate way to measure your results
of
operations under generally accepted accounting principles. As
previously noted your presentation does not comply with Item
10(e)(ii)(B) of Regulation S-K and Question 8 of the Frequently
Asked
Questions Regarding the Use of Non-GAAP Measure. 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.  Please revise future filings as necessary.

2. In this regard, we note in your response that pro forma net
loss
and pro forma net loss per share are "the primary financial
measures
used by y(our) management."  Please tell us why the adjustments
reflected in your non-GAAP measures are not consistent with the
measurement principles you use to assess segment performance
pursuant
to SFAS 131.  We may have further comment after reviewing your
response.

3. We also note that you present and discuss adjusted gross margin
in
your results of operations, a non-GAAP measure, which excludes the
impact of excess or obsolete inventories.  In future filings,
please
revise MD&A to disclose and quantify the impact on your US GAAP
results.  For example, you could indicate that the decrease in
gross
profit reflected the impact of write-offs and obsolete inventories
of
X%.

If you continue to provide these non-GAAP measures, please revise
future filings to fully comply with Item 10(e) of Regulation S-K,
including a reconciliation to the directly comparable GAAP measure
for each non-GAAP measure presented, an explanation of why you
believe the measure provides useful information to investors, and
a
statement disclosing the additional purposes for the non-GAAP
measures.

      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.

      You may contact Dennis Hult, Staff Accountant, at (202) 551-
3618 or me at (202) 551-3554 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin F.
James, Senior Assistant Chief Accountant, at (202) 551-3671.

								Sincerely,

								Angela J. Crane
								Accounting Branch Chief

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Pierre Plamondon, CA
Exfo Electro-Optical Engineering Inc.
August 26, 2005
Page 3

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