SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
December 7, 2007
 Via U.S. mail and facsimile

 Mr. Dennis W. Blazer V.P. - Finance and Administrati on and Chief Financial Officer
CECO Environmental Corp.
3120 Forrer Street
Cincinnati, OH  45209
 RE: Form 10-K for the fiscal  year ended D ecember 31, 2006
Form 10-Q for the quarte r ended June 30, 2007
Form 10-Q for the quarter ended September 30, 2007
File No. 0-07099
  Dear Mr. Blazer:    We have reviewed your response lett er dated November 30, 2007 and have the
following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  Please understand that the purpose of our re view 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 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 33
1. We note your response to comment 2 and your future filing revisions included within
your Form 10-Q for the period ended September 30, 2007.  While we understand that

Dennis W. Blazer
Ceco Environmental Corp.
December 7, 2007 Page 2 of 3
as a result of your internal structure, it may not reasonably possible to accurately quantify external sales by a particular co mpany, division or group.  However, it seems
that in the process of evaluating the su ccess of your business, you likely have some
mechanism for identifying drivers of revenue growth so that you are able to allocate
resources towards products and services that  will benefit the co mpany.  Please tell us
how management develops its annual sale s budgets and why this same process could
not be used to identify and quantify the reas ons for fluctuations in consolidated sales
from period to period to fi nancial statement users.

Note 12 – Pension and Employee Benefit Plans, page F-24

2. We note your response to comment 9, however, your proposed future filing
disclosures pertaining to th is 2006 reporting error do not a ppear correct.  It seems
from your disclosures on page F-24 that  the amount of your adjustment to
accumulated other comprehensive income upon adoption of SFAS 158 was $226,000.
This adjustment should be reported as a component of the ending balance of accumulated other comprehensive income but  should not be repor ted as a component
of total comprehensive income.  It also appears you have an additional adjustment to your pension/post-retirement liability of  $266,000, representing the additional plan
net loss which arose during the year.  This additional liability should not be recorded
in the same way as the SFAS 158 adoption ad justment but rather, should be recorded
as a component of total comprehensive income  (net of tax) and therefore should also
be recorded as a component of accumulated other comprehensive income.  Please provide us with your revised statement of shareholders equity for the period ended
December 31, 2006 that you will in clude in future filings.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2007

Condensed Consolidated Financial Statements

Note 14 – Subsequent event, page 11
3. Please tell us how you intend to account for the asset purcha se agreement and
goodwill purchase agreement entered into  on October 31, 2007.  Your response
should provide a condensed balance sheet disclosing the amount assigned to each major asset and liability at the acquisiti on date and a brief discussion of how you
determined the amount to be allocated to each item.  Please also tell us what consideration was given to al locating the purchase price to intangible assets separate
from goodwill and the useful life assigned to each identified intangible asset.  See paragraph 39 of SFAS 141.

*    *    *    *

Dennis W. Blazer
Ceco Environmental Corp. December 7, 2007 Page 3 of 3     Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny 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.
If you have any questions regarding these comments, please direct them to Lisa
Haynes, Staff Accountant, at (202) 551-3424 or, in her absen ce, to the undersigned at
(202) 551-3769.          S i n c e r e l y ,              R u f u s  D e c k e r         Accounting Branch Chief