SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                               October 19, 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 response letter da ted September 30, 2009 and have the following
comments.  Where indicated, we think you should re vise your disclosures 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 necess ary in your explanation.
Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to en hance 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 ou r review.  Feel free to  call us at the phone
numbers listed below.
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.  These
revisions should be included in your future  filings, including your interim filings.
 Financial Statements

1. Nature of Business and Summary of Si gnificant Accounting Policies, page F-10
Claims, page F-12

2. We have read your response to comment se ven from our letter dated September 2, 2009.
You indicate that you recognize claims for rec overy of incurred costs when it is probable

Mr. Dennis W. Blazer
October 19, 2009 Page 2
that the claim will result in additional contract revenue and when the amount of the claim
can be reliably estimated.  You also disclose d that change orders of this nature are
accounted for in estimated revenue and estimated  cost when it is probable that the costs
will be recovered through a change in the contract price and a percentage of the related profit is recognized at the time.  Please disc lose how this profit component amount is
determined and why you believe the inclusi on of the profit component is appropriate
under the circumstances.  Please refer to paragraph 65 of SOP 81-1.

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

General
 3. Please address the comments above in  your interim filings as well.
 7.  Earnings Per Share, page 11

 4. We have read your response to comment twel ve from our letter dated September 2, 2009.
Please provide us with your al location of distributed and undist ributed earnings to holders
of restricted stock and common stock, whic h includes your consider ation of dividends
paid to awards for which the requisite service is not expected to be rendered.  Please refer
to the example provided in FSP EITF 03-6-1.

*    *    *    *

  Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Pleas e provide us with a response le tter that keys your responses to
our comments and provides any requested informa tion.  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 re viewing your responses to our comments.

You may contact Ernest Greene,  Staff Accountant, 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