SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             September 2, 2009
 Dennis W. Blazer Chief Financial Officer CECO Environmental Corp. 3120 Forrer Street Cincinnati, Ohio 45209
 RE: CECO Environmental Corp.
Form 10-K for Fiscal Year  Ended December 31, 2008
Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and
June 30, 2009  File No. 0-7099

Dear Mr. Blazer:
   We have reviewed your filings and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease 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
or may not raise additional comments.   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 FISCAL YE AR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.  With the exception of the comment below that will require an amendment to
your Form 10-K, these revisions should be included in your future filings.

Mr. Dennis W. Blazer
September 2, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35
 Liquidity and Capital Resources, page 40

 Overview of Cash Flows and Liquidity, page 41

 2. We note that you identify the components that resulted in a significant increase in
your cash flows from operations.  Please expand this disclosure to discuss the
underlying reasons for changes in these co mponents, with specific discussions for
accounts receivable, inventory, accoun ts payable and deferred revenue.
 Debt Covenants, page 42

 3. You indicate that you were in compliance with all debt covenants at December
31, 2008.  Please also disclose here or else where in the filing the specific terms of
any material debt covenants in your debt  agreements.  For any material debt
covenants for which it is reasonably likely that you will not be able to meet such
covenants, please disclose the required amounts/ratios as well as the actual
amounts/ratios as of each reporting date.  This will allow readers to understand
how much cushion there is between the required amounts/ratios and the actual
amounts/ratios.  Please consider showing the specific computations used to arrive
at the actual amounts/ratios with co rresponding reconciliations to US GAAP
amounts, if necessary.  See Sections I.D and IV.C of the SEC Interpretive Release
No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.  Pl ease also disclose if there are any
stated events of default which would perm it the lenders to accel erate the debt if
not cured within applicable grace periods  or any cross defau lt provisions in your
debt agreements.

Critical Accounting Policies and Estimates, page 43

 Impairment of Long-Lived Assets, including Goodwill, page 44

 4. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for impairment of long-lived assets, including goodwill, please consider disclosing the following in future filings:
• Please disclose how you determine when property, plant and equipment
should be tested for impairment, including what types of events and circumstances indicate impairment, and how frequently you evaluate for these
types of events and circumstances;
• How you group long-lived assets for im pairment and your basis for that
determination;
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;

Mr. Dennis W. Blazer
September 2, 2009 Page 3
• Sufficient information to enable a re ader to understand how you determined
the appropriate multiple of pre-tax EBITDA to use and how you apply the
multiple in estimating the fair va lue of your reporting units and why
management selected this method as being the most meaningful in preparing your goodwill impairment analyses;
• How you determine the appropriate discount  rates to apply in your impairment
analysis;
• Please expand your discussion of the si gnificant estimates and assumptions
used to determine future undiscounted cash flows and fair value. You should discuss how sensitive the fair value estim ates are to each of these significant
estimates and assumptions and whether certain estimates and assumptions are more subjective than others;
• If applicable, how the assumptions and methodologies used for valuing
goodwill and other intangibles and property, plant and equipment in the
current year have changed since the prio r year, highlighting the impact of any
changes; and
• For any asset groups for which the carryi ng value was close to  the fair value,
please disclose the carrying value of the asset groups.

We caution you that, to the extent you ga ther and analyze information regarding
the risks of recoverability of your assets, such information may be required to be
disclosed if it would be material and usef ul to investors.  We believe that it is
important to provide investors with inform ation to help them evaluate the current
assumptions underlying your impairment assessment relative to your current market conditions and your peers to en able them to attempt to assess the
likelihood of potential future impairments.  We believe that detailed rather than
general disclosures regarding these risk s and exposures would provide investors
with the appropriate information to make th is evaluation.  In this regard, we urge
you to consider what additional quantitative disclosures can be provided to convey the risk that additional impairme nt or restructuring charges may be
recorded.

Controls and Procedures, page 50

(b) Management’s Annual Report on Internal  Control over Financial Reporting, page 50
 5. Please revise your management’s report in  an amendment to your Form 10-K to
address the following:
• Specifically state your conclusion about the effectiveness of your internal
controls over financial reporting. Your statement should indicate whether or
not your internal control over financ ial reporting is effective; and
• A statement that the registered pub lic accounting firm that audited the
financial statements included in the a nnual report has issued  an attestation
report on management’s assessment of internal controls over financial
reporting.
Refer to Item 308(a) of Regulation S-K.

Mr. Dennis W. Blazer
September 2, 2009 Page 4  Financial Statements

1. Nature of Business and Summary of Si gnificant Accounting Policies, page F-10
 General

6. Please disclose your accounting policy related to pre-contract costs.  In doing so,
please disclose whether or not  pre-contract costs related to unsuccessful contract
bids are written off in the period you ar e informed you did not get the specific
contract.  If not, please disclose why not  and discuss when they are expensed and
your basis for that alternative treatment.

Claims, page F-12
 7. Please disclose whether the unapproved change order/claim amounts included in
your determination of revenue include a profit component.  If so, please disclose
how this component amount is determined  and why you believe the inclusion of
the profit component is appropr iate under the circumstances.

Earnings per Share, page F-13

 8. On page F-23, you indicated that you reco rded an expense for restricted stock
awards.  Please disclose how you trea ted your restricted stock awards for
purposes of computing earnings (loss) pe r share in accordance with SFAS 128.
Please separately disclose your treatment of  vested and unvested restricted stock.
 19. Quarterly Financial Data  (unaudited), page F-32

 9. Please revise your quarterly financial data  to include gross profit for each period
presented as required by It em 302 of Regulation S-K.
 Exhibits 31.1 and 31.2

 10. You have replaced the word “report” with  “annual report” in paragraphs 2, 3, and
4 of your certifications.  Please revise your certifications to use the word “report”
instead of the description of the corres ponding report.  Your certifications should
be in the exact form as required in Item 601(b)(31) of Regulation S-K.

FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 2009

General
 11. Please address the comments above in  your interim filings as well.

Mr. Dennis W. Blazer
September 2, 2009 Page 5  7. Earnings Per Share, page 11

 12. Please clearly disclose the terms of th e dividend rights associated with the
restricted stock, including whether they participate on a one-for-one basis with
holders of common stock.  Please provide  us with your computations of EPS
using the two-class method pursuant to FSP EITF 03-6-1, EITF 03-6, and
paragraphs 60 and 61 of SFAS 128 for the periods presented.
 15. Acquisitions, page 16

13. You indicate that the purchase price a llocation is preliminary and subject to
further refinement based upon completion of  asset valuation.  Please confirm that
your purchase price for your February 29, 2008 acquisition is final.  Otherwise,
please tell us and disclose why your purch ase price allocation remains preliminary
as of June 30, 2009.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18
 Financial Condition, Liquidity a nd Capital Resources, page 20

14. You indicate that your principal sources of liquidity are cash flow from operations
and available borrowings under your revolvi ng credit facility.  We note that your
revenues decreased by 29.7% or $31.0 m illion from the six months ended June
30, 2008 to the six months ended June 30, 2009.  In addition, on page 20, you indicate that at June 30, 2009, you had available borrowings of $1.6 million under
your revolving line of credit.  It appear s that you had $8.1 million available as of
December 31, 2008.  Given the information above, please discuss the significant
changes in these sources of cash from pe riod to period and the impact of these
changes on your liquidity and capital resour ces.  Please specifically address the
impact on your availability under the revol ving credit facility due to changes in
the borrowing base formula.  Please disclose  if you believe that these sources will
be sufficient to meet your liquidity need s over the next twelve months.  If so,
please further advise how you determined th at these sources will be sufficient to
meet your needs over the next twelve mont hs.  Please disclose if you expect any
alternative sources of funding to  be available in the future.

*    *    *    *

  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.

Mr. Dennis W. Blazer
September 2, 2009 Page 6
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
their 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Nudrat Salik, Staff Accountant,  at (202) 551-3692, if you have questions
regarding comments on the financial statements and related matters.

  Sincerely,
           R u f u s  D e c k e r
       Accounting Branch Chief