SecProbe.io

August 3, 2011
 Via E-mail

Mr. Dennis W. Blazer V.P. – Finance and Administration and CFO CECO Environmental Corp. 4625 Red Bank Road Cincinnati, OH  45227
RE: CECO Environmental Corp.
Form 10-K for the Fiscal Ye ar ended December 31, 2010
Filed March 15, 2011
  Form 10-Q for the Fiscal Quarter ended March 31, 2011   Filed May 11, 2011   File No. 0-7099

Dear Mr. Blazer:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Fiscal Year ended December 31, 2010

 General

 1. Given your disclosure on page F-10 regarding derivative instru ments, it is not clear how you
have complied with the disclosure requireme nts set forth in ASC 815-10-50.  Please advise
or revise your disclosures in future filings accordingly.  Please show us in your supplemental
response what any revisions will look like.

Mr. Dennis W. Blazer CECO Environmental Corp. August 3, 2011 Page 2

 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 33

 2. In future filings, please enhance your discus sion of net sales by reportable segment to
separately discuss with quantification the bus iness reasons for change s between periods in
revenues from external customers.  Please al so disclose with quantification the business
reasons for changes between periods in amounts shown in the corporat e and other column on
page F-31 of your segment footnote.  Please s how us in your supplemental response what the
revisions will look like.
            Item 9A - Controls and Procedures, page 46

 Disclosure Controls and Procedures, page 46

 3. We note that your conclusion regarding the eff ectiveness of your disc losure controls and
procedures is limited to “ensuring that informati on we are required to disc lose in reports that
are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.”  This
description appears to be base d on the definition of disclosu re controls and procedures
provided in Rules 13a-15(e) a nd 15d-15(e) under the Securi ties Exchange Act of 1934, as
amended.  As described, however, this descript ion does not fully conform to the definition
set forth in those rules.  Please confirm, if true, that the conc lusion regarding effectiveness is
based on the full definition of disclosure controls  and procedures set fo rth in the applicable
rules, and revise accordingly in  future filings.  Alternatively, you may simply state in future
filings that your certifying o fficers concluded on the applicable  dates that your disclosure
controls and procedures were effective.
 4. We note your statement that disclosure controls  and procedures can provide only reasonable
assurance of achieving desired c ontrol objectives.  Please confirm to us, if true, that your
disclosure controls and procedur es are designed to provide re asonable assurance of achieving
their objectives and that your principal execu tive officer and principal financial officer
concluded that your disclosure controls and procedures are effective at that reasonable
assurance level.  In the altern ative, please remove the referenc e to the level of  assurance of
disclosure controls and procedures.  Refer to Section II.F.4 of Management’s Reports on
Internal Control over Financial Reporting and Ce rtification of Disclosure in Exchange Act
Periodic Reports, SEC Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
.  Please also comply with this comment in future
filings.

Mr. Dennis W. Blazer CECO Environmental Corp. August 3, 2011 Page 3

 Item 15 – Exhibits and Financia l Statement Schedules, page 49

 Note 18 – Business Segment Information, page F-30

 5. In future filings, please revise the table on page F-31 to present for each segment revenues
from external customers as well as inters egment revenues as re quired by ASC 280-10-50-
22(a) and (b).  Refer to the example se t forth in ASC 280-10- 55-48.  Regarding the
intersegment revenues, please also disclose the segment(s) to which the products and services
were sold.  In addition, please e nhance your disclosure in note (a ) to the table on page F-31 to
disclose in greater detail the types of amount s included in the operating income (loss) line
item of the corporate and other column for each period presented.  Please also disclose why
the corporate and other column has significant negative identifiable assets and why there are
significant negative adjustments in the eliminations column related to identifiable assets.  Please show us in your supplemental response what the revisions will look like.
 Form 10-Q for the Fiscal Quarter ended March 31, 2011

 General

 6. Please address the above comments in your in terim filings as well, as applicable.

Condensed Consolidated Balance Sheets, page 2

 7. The column heading of your March 31, 2011 bala nce sheet indicates that these amounts are
unaudited, which implies that your December 31, 2010 balance sheet includes amounts that
are audited.  Since none of the amounts are covered by an audit report when they are
presented in your interim financial statem ents for the period ended March 31, 2011, you
should not imply that the December 31, 2010 ba lance sheet amounts are audited.  Please
revise in future filings to refer to bo th the December 31, 2010 and March 31, 2011 balance
sheets as being unaudited.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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

Mr. Dennis W. Blazer CECO Environmental Corp. August 3, 2011 Page 4

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jessica Dicker son, Staff Attorney, at (202 ) 551-3749 or, in her absence,
Jay Ingram, Legal Branch Chief, at (202) 551-33 97 if you have any questions regarding legal or
disclosure matters.  Please contact Jeffrey Gor don, Staff Accountant, at (202) 551-3866 or, in his
absence, the undersigned at (202) 551-3769 if you have questions regarding comments on the
financial statements and related matters.         Sincerely,          / s /  R u f u s  D e c k e r        Rufus Decker  Accounting Branch Chief