SecProbe.io

July 22, 2015

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

 Re: CECO Environmental Corp.
  Amendment No. 1 to Registration Statement on Form S -4
  Filed July 10 , 2015
  File No. 333 -204816
  Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 18 , 2015
File No. 1-07009

Dear M r. Lang :

We have reviewed your response letter and the above -referenced filing s, and have the
following comments.

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

1. We note your supplemental response to comment 14 in our letter dated July 6, 2015 states
that “ Jefferies believes it did not exclude companies or transactions from its selected
public companies and selected precedent transactions analyses that in its professional
judgment fit its selected criteria .”  Please disclose this  response within your amended
registration statement.

Unaudited Pr o Forma Condensed Combined Financial Statements, page 178
Notes To Unaudited Pro Forma Condensed Combined Financial Information, page 183
2. Assets Acquired and Liabilities Assumed, page 184

2. We note your response to comment 23 from our letter dated July 6 , 2015.   Please revise
your disclosure to indicate that the book value of your non -controlling interest
approximates its fair value.

Jeffrey Lang
CECO Environmental Corp.
July 22, 2015
Page 2

 Form 10 -K for the Year Ended December 31, 2014
Management’s Discussion and Analysis of Financial Condition and Res ults of Operations, page
32
Critical Accounting Policies and Estimates, page 48

3. We note your response to comment 26 from our letter dated July 6, 2015.   In order for
investors to more fully understand your assessment, please revise your disclosure to
explain how you determined the key assumptions used to estimate the fair value of your
reporting units where the aggregate fair value did not significantly exceed carrying
value.   Please also revise to provide sensitivity analyses that indicate the potential i mpact
of changes in your assumptions.   For example, your disclosures state that changes in any
of the assumptions used or a failure to achieve your 2015 operating plan could potentially
result in material non -cash impairment charges.   However, it is unclea r which
assumptions and/or aspects of your 2015 operating plan are most susceptible to change
and therefore could have the most significant impact on your impairment analysis.   Please
refer to Item 303(a)(3)(ii) of Regulation S -K and Section V of SEC Relea se 33 -8350,
which provides interpretive guidance regarding MD&A disclosures.

You may contact Ernest Greene , Staff Accountant at 202 -551-3733  or Lisa Etheredge,
Staff Accountant  at 202 -551-3424  if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel at 202 -551-3729  with any other questions.

Sincerely,

        /s/ Craig Slivka, for

        Pamela Long
Assistant Director

cc: Via E -mail
Toby Merchant, Esq.
 Squire Patton Boggs (US) LLP