SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010          September 12, 2008
via U.S. mail and facsimile

Mr. Dennis W. Blazer Chief Financial Officer and Vice Pres ident – Finance and Administration
CECO Environmental Corp.            3120 Forrer Street  Cincinnati, OH 45209
 RE:   CECO Environmental Corp.
  Form 8-K Item 4.01   Filed September 4, 2008   File # 000-7099

Dear Mr. Blazer:
We have reviewed your filing and have the following comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not 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 asp ect of our review.  Feel free to call us at
the telephone number listed at the end of this letter.
1.   In detail, supplementally describe the nature of each material weakness and the amounts
involved, as applicable.  Also, tell us:   1.
      in what period each material weakness and accounting error or misapplication of
GAAP occurred,
 2.       the amount of each accounting error and misapplication of GAAP,
 3.       the reason(s) for each error or misapplication of accounting,
4.      whether or not you intend to restate any prior period for any adjustments.  If not,
tell us why not, and
 5.       in detail, all the steps you plan to take to correct each concern.

Mr. Dennis W. Blazer
CECO Environmental Corp.                       September 12, 2008 Page 2
2.   Please provide us with a schedule of your fi scal year end fourth quarter adjustments to
close the books, or adjustments recorded in connection with or as a result of the audit.  Clearly explain the reason for each adjustment.  For each adjustment, show us the impact on pre-tax net loss.  Quantify the net effect of all adjustments on pre-tax net income (loss).  Provide us with the same information for any 2008 quarterly review adjustments. Also, tell us why none of the adjustments relate to prior period.  Explain in detail why you believe the timing of each adjustment is appropriate.

3.   Provide us with any letter or written communication to and from the former accountants
regarding any disagreements or reportable events to management or the Audit Committee.

4.   To the extent that you make changes to the Form 8-K to comply with our comments,
please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountants agree with the statements made in your revised Form 8-K.

*   *   *   *

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors
require.  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 filing;
‚ staff comments or changes to disclosure in response to staff comments in the filing
reviewed by the staff 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 Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

Mr. Dennis W. Blazer
CECO Environmental Corp.                       September 12, 2008 Page 3
Please furnish your supplemental response via EDGAR in response to these comments
within 5 business days of the date of this lette r.  Please note that if you require longer than 5
business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct any questions regarding the above to the undersigned at (202) 551-3743.          S i n c e r e l y ,             J e n n  D o          Staff Accountant