SecProbe.io

July 16 , 2013

Via E -mail
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp .
4625 Red Bank Road, Suite 200
Cincinnati, Ohio 45227

Re: CECO Environmental Corp .
Amendment No. 1 to Registration Statement on Form S-4
Filed July 3, 2013
  File No. 333-188797

Dear Mr. Lang :

We have reviewed your amendment and your letter dated July 3, 2013, and we have the
following comments.

Amendment No. 1 to Registration Statement on Form S -4

What Will Happen in the Mergers, page 16
1. We note your response to comment eight of our letter dated June 19 , 2013 .  However, the
40% continuity of interest test you describe appears to be applied to the first merger.  It is
unclear h ow the second merger helps the transactions qualify as a reorganization under
Section 368(a)  of the Internal Revenue Code.  Please revise to explain this more clearly.
Composition of the CECO Board of Directors and Management after Closing of the Mergers,
page 83
2. Please identify each person who will serve as a director or an executive officer of CECO
after the transaction, regardless of whether they currently hold positions with CECO or
Met-Pro.
Reasons for the Mergers, page 56
3. We note your response to ou r comment 37 that the board doesn’t consider the
qualificat ion of the Mergers as tax -free a s necessary.  Please clarify whether this means
that the board doesn’t believe the qualification is necessary to William Blair’s opinion, or
whether the board believ es the qualification is not necessary to its own decision to
approve the transaction.  If the former, please elaborate on the basis for its belief, since

Jeffrey Lang
CECO Environmental Corp
July 16 , 2013
Page 2

 William Blair did explicitly include the assumption that the Mergers would qualify as
tax-free.
Opini on of Financial Advisor to Met -Pro, page 59
4. Given the uncertainty of the tax treatment of the Mergers, please explain why William
Blair assumed that the transaction would be tax -free, including whether you provided
William Blair with any instruction as to whether or not to make this assumption.  Please
see Item 1015(a)(6) of Regulation M -A.
Met-Pro Financial Projections, page 79
5. Please revise your disclosures on pages 79 and 80 to briefly describe how management
for each company calculated “Adjusted EBITDA ”.
Treatment of Equity Awards, page 80
6. We note your disclosure that Met -Pro officers will receive $2,974,153 of value in
connection with their options, and directors will receive $920,661 of value in connection
with options and RSUs.  Please clarify what o ther benefits and payments the officers and
directors will receive that will result in the aggregate approximate value of $7,682,170,
which you cite in this section.
Material United States Federal Income Tax Consequences, page 94
7. Please revise the first sentence of this section to confirm that the discussion constitutes
counsels’ opinions.  As drafted, counsel appears to opine on the quality of the discussion.
This comment also applies to the statements in the opinions filed as exhibits 8.1 and 8.2
that disclosure in the registration statement is “an accurate description of the principal
relevant United States Federal income tax consequences in all material respects.”  Please
see Sections III.B.2. and C.2. of Staff Legal Bulletin 19.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 124

4. Pro Forma Adjustments, page 138

8. We note your response to comment 58 from our letter dated June 19, 2013.  Your
disclosures regarding adjustments J and K indicate that these adjustments are based upon
expectations and/or assumptions.  As a result, these adjustments may not be factually
supportable.  While we believe it is important to disclose in a footnote to the pro forma
statements of income the nature and terms of your contingent consideration agreements,
we do not believe that pro forma adjustments to the statements of income for thes e
agreements would be appropriate, unless you are able to demonstrate that they are

Jeffrey Lang
CECO Environmental Corp
July 16 , 2013
Page 3

 factually supportable.  Please revise your pro forma financial statements and disclosures
accordingly.  Refer to Rule 11 -02(b)(6) of Regulation S -X.

9. We note your response to comment 59 from our letter dated June 19, 2013.  Please
disclose in the note to adjustment O whether the interest rate used is the weighted average
rate during each period presented or the rate as of a given date.
Proxy Statement filed April 12, 2013
Executive Compensation, page 13
2012 Executive Incentive Bonuses and Cash Bonuses, page 16
10. We not e your disclosure that Mr. Lang is entitled, under his Employment Agreement, to
an incentive cash bonus of up to 100%. It appears that Mr. Lang's bonus in 2011 was
more than 100% of his base salary.  Please tell us supplementally, with a view toward
disclosure in future filings, if necessary, the basis for this discrepancy.

11. We note that in 2012 Mr. Flaherty was granted twice as many options as the other
directo rs.  In future filings, please include a footnote explaining any disparities in director
compensation.

You may contact Lisa Etheredge, Staff Accountant,  at 202-551-3424  or Rufus Decker,
Accounting Branch Chief,  at 202-551-3769 if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Asia Timmons -Pierce, Staff Attorney,  at
202-551-3754  or me at  202-551-3765  with any other questions.

Sincerely,

 /s/ Pamela Long

Pamela Long
Assistant Director

cc: Kathryn Erickson , Via E -mail
      Leslie J. Weiss , Via E -mail