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Correspondence Letter

 November 30, 2007

 Via Edgar and Facsimile

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange Commission – Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
CECO Environmental Form 10-K for the fiscal year ended December 31, 2006

 CECO Environmental Form 10-Q for the quarter ended June 30, 2007

 File no. 000-07099

 Dear Mr. Decker:

 CECO Environmental Corp. (“we” or the
“Company”) has received your letter dated October 25, 2007. We appreciate that your review was intended to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.

 The following reflects our review of the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) you provided (keyed to your letter dated October 25, 2007):

 Form 10-K for the year ended December 31, 2006

 General

1.
Comment: Where a comment below requests additional disclosures or other revisions to be made, please show us in your response what the revisions will look like. These revisions
should be included in your future filings, including interim filings.

 Response: The following responses show what
the revisions will look like. Where applicable, these revisions will be included in our future filings, including interim filings.

 Managements
Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 33

2.
 Comment: Please quantify the impact of each factor when multiple factors contribute to material fluctuations. For example, in your discussion of $54 million and
$4.5 million increases to consolidated sales and selling and administrative expenses, respectively, you appear to only quantify the portion of the increase (20-25%) attributable to the additional of H.M. White Inc. Furthermore, you state that the
decrease in the gross profit percentage from 2005 to 2006 was due to changes in

product mix and an underperforming large product but do not quantify the impact of either so that a reader is able to the determine the extent to which
each factor impacted your results. Refer to Items 303(a)(3)(i) and (iii) of Regulation S-K and Financial Reporting Codification 501.04

 Response: We will quantify the impact of each factor when multiple factors contribute to material fluctuations of our results of operations, to the extent possible in future filings. Our consolidated financial
statements include the results of several subsidiaries with multiple divisions that work together to provide a turn-key solution to our customers. In many cases one company or division subcontracts work to one or more other companies or divisions
and as a result we have extensive inter-company revenue and expense transactions. These inter-company transactions only get eliminated in the aggregate upon consolidation and as a result, it is not reasonably possible to accurately quantify external
sales by a particular company, division or group. However, in some cases, when we have added a new company, like H.M. White in 2006, to our group, we are able to quantify the sales impact because the new company does not have much inter-company
activity in the first year. We do have the ability to compare the division’s performance on a period to period basis with inter-company revenues and expenses included and we have reported these changes in general terms relative to increases,
decreases or constant levels of activity in the respective area.

 Future filings will include disclosures similar to the following:

 Consolidated sales in 2006 were $135.4 million, an increase of $53.8 million or 66% compared to 2005. This increase was primarily due to
increased demand for our products and services, including $12 million in new contracting sales revenues attributed to the addition of H.M. White, Inc.

 Gross profit excluding depreciation and amortization increased by 41.8% or $7.1 million to $24.1 million in 2006 compared with $17.0 million in 2005. Gross profit, as a percentage of sales, was 17.8% in 2006 compared
to 20.9% in 2005. The decrease in the gross profit percentage of 3.1% was due primarily to changes in product mix which reduced gross profit by 2.4% and a loss on one completed underperforming large project which reduced gross profit by 0.7%.

 Selling and administrative expenses increased by $4.5 million to $16.8 million in 2006. Selling and administrative expenses, as a
percentage of revenues for 2006 and 2005 were 12.4% and 15.1% respectively. This increase was due to the addition of $1.2 million of H.M. White selling and administrative expenses, increases in commissions and incentive compensation expenses
relating to improved financial performance of $2.2 million, and increased selling and administrative wages of $1.1 million.

 Disclosures in
the CECO Environmental Form 10-Q for the quarter ended September 30, 2007 (“Third Quarter 10-Q”) have been enhanced to provide more detail regarding the impact of various factors. Please see page 12 of the Third Quarter 10-Q.

 Page 2

 Consolidated Financial Statements

 Consolidated Statements of Operations, page F-5

3.
Comment: We note your disclosure on page 35 that other income (expense) for the year ended December 31, 2005 included a non-cash charge of $173,000 related to the
discontinued operation of U.S. Facilities Management. Please revise your filing to present the loss within operating expenses or explain why your current treatment is appropriate. Refer to paragraph 45 of SFAS 144.

 Response: The U.S. Facilities Management fixed assets written off in 2005 were items retained from an operation that was discontinued in 1999 and
that subsequently became obsolete. We did not consider the expense material or relative to current operations and consequently classified the impairment as other expense. In the event that expenses of this nature occur in the future, we will include
a classification similar to the following:

As reported
2005

Reclass

As adjusted
2005

 Net sales

$
81,521

$
81,521

 Costs and expenses

 Cost of sales, exclusive of items shown separately below

64,521

173

64,694

 Selling and administrative

12,308

12,308

 Depreciation and amortization

1,167

1,167

77,996

173

78,169

 Income from operations

3,525

(173
)

3,352

 Other expense

(900
)

173

(727
)

 Interest expense

(2,413
)

(2,413
)

 Income before income taxes

$
212

$
—

$
212

 Consolidated Statements of Shareholders’ Equity, page F-6

4.
Comment: Please revise to disclose the accumulated balances for each classification within accumulated other comprehensive income. You may disclose this information on the face
of the balance sheet, in the statement of shareholders’ equity or in the notes the financial statements. Refer to paragraph 26 of SFAS 130.

 Response: There are two classifications within our accumulated other comprehensive income balance. The minimum pension liability is $1,283,000 and the translation gain is $3,000. We considered the translation
gain to be immaterial. Future annual filings will include disclosures similar to the following:

 Page 3

 CECO Environmental

 Notes to financial statements

 Year ended December 31, 2006

Translation
gain

Minimum pension
liability adjustment

Accumulated other
comprehensive income

 Beginning balance

$
—

$
(791
)

$
(791
)

 Current-period change

3

(492
)

(489
)

 Ending balance

$
3

$
(1,283
)

$
(1,280
)

 Future interim filings will include disclosures similar to Note 13 in the Third Quarter 10-Q.
Please see page 10, Note 13, of the Third Quarter 10-Q.

 Note 9 – Debt, page F-17

5.
Comment: It appears from your disclosures on page F-18 that you modified your Credit Facility with Fifth Third Bank in June 2006 and again in February 2007. We also notice your
disclosures on page F-19 indicating that your subordinated debt agreement with Green Diamond has been modified multiple times, most recently in December 2006 and March 2007. Please tell us in detail how you considered the provisions of EITF 96-19
(including paragraph 1f) in determining the accounting treatment for each separate modification. Please revise your filing to describe how you accounted for any fees paid or received in connection with modifications, if applicable.

 Response: Our Credit Facility with Fifth Third Bank consists of both a revolving loan and a term loan. When
determining the appropriate accounting treatment for each modification, we considered the provisions of EITF 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt Instruments”, for modifications to the term loan, and EITF
98-14, “Debtor’s Accounting for Changes in Line-of-Credit or Revolving Debt Arrangements”, for modifications to the revolving loan. None of our debt arrangements contain conversion options nor have any modifications added such
conversion options.

 The following relevant modifications to the Credit Facility occurred in June 2006:

•

 the maturity date was extended from January 31, 2007 to January 31, 2009,

•

 the interest rate on the revolving loan was lowered from the prime rate plus 2.25% to either the prime rate plus 0.5% or LIBOR plus 2.75%, at our option,

•

 the interest rate on the term loan was lowered from the prime rate plus 2.0% to the prime rate plus 0.5% or LIBOR plus 2.75%, at our option, and

•

 a pricing grid was established based on the attainment of specified financial measures, to be initially calculated as of December 31, 2006, providing for the
interest rate on the revolving loan to range from the prime rate to the prime rate plus 2.0% or from LIBOR plus 2.25% to LIBOR plus 2.75%, and providing for the interest rate on the term loan to range from the prime rate plus 0.25% to the prime rate
plus 2.25% or from LIBOR plus 2.50% to LIBOR plus 3.00%.

 Page 4

 We compared the present value of the remaining cash flows under the terms of the original term loan with
the present value of the cash flows under the modified terms of the term loan and determined that the difference was less than 10%. Accordingly, we determined that the modification was not substantially different, as defined in EITF 96-19. When
calculating the present value, we followed the guidance provided in EITF 96-19, including the use of the variable interest rate in effect at the date of modification. Fees paid in conjunction with this modification were less than $10,000 (a portion
of which would relate to the modification to the revolving loan) and did not have any effect on the calculation.

 With respect to the
modification to the revolving loan agreement, we compared the borrowing capacity of the old arrangement to the borrowing capacity of the modified arrangement. Because the borrowing capacity of the modified arrangement exceeded the borrowing
arrangement of the old arrangement, we associated the existing unamortized deferred loan fees with the modified arrangement, and began amortizing these fees over the new term.

 In February 2007, we further amended the Credit Facility to add our newly acquired subsidiary Effox as a borrower and for the following relevant terms:

•

 the maturity date was extended from January 31, 2009 to January 31, 2010,

•

 the maximum revolving loan commitment was increased from $13 million to $20 million, and

•

 we entered into a second term loan agreement for $5 million, the funds of which were used primarily for the acquisition of Effox.

 For these modifications, we followed the same process as described above with respect to the June 2006 modification, and again concluded that the
modification was not substantially different. We also concluded that the borrowing capacity was higher under the modified terms and, therefore, associated the existing unamortized deferred loan fees with the modified arrangement and began amortizing
these fees over the new term. We paid $30,000 in fees to the bank associated with the modifications to the term and revolving loans. In accordance with the provisions of both EITF 96-19 and EITF 98-14, we deferred these fees and began amortizing
them as an adjustment to interest expense over the remaining term of the arrangements.

 Modifications to Subordinated Notes:

 In December 2004, two of our Subordinated Notes were modified to add the accrued but unpaid interest to the principal balance of the notes, and to extend
the maturity dates to January 1, 2007. We compared the present values of the remaining cash flows under the terms of the original notes with the present values of the cash flows under the modified terms of the notes and determined that the
differences were less than 10%. Accordingly, we determined that the modifications were not substantially different, as defined in EITF 96-19. No fees were paid in conjunction with these modifications.

 In December 2005, these notes were modified solely to extend the maturity dates to April 1, 2007. Because there were no other modifications, this did
not have any material effect on the present values of the remaining cash flows and, therefore, we

 Page 5

concluded that the modifications were not substantially different. No fees were paid in conjunction with these modifications.

 In December 2006, these notes were modified to extend the maturity dates to July 1, 2008 and, for one of the notes, to increase the interest rate
from 6% to 12%. In consideration for these modifications, we issued warrants for 250,000 shares of common stock with a fair value of $842,000. We compared the present values of the remaining cash flows under the terms of the previously modified
terms and concluded that the modifications were not substantially different. The value of the warrants was associated with these modifications and was recorded as a deferred loan fee which we began amortizing over the term of the modified note
terms. On March 26, 2007, we amended the notes to extend the maturity date to January 31, 2010. Because there were no other modifications, this did not have any material effect on the present values of the remaining cash flows and,
therefore, we concluded that the modifications were not substantially different. No fees were paid in conjunction with these modifications. In May 2007, we repaid the entire outstanding balance of the Subordinated Notes with proceeds from our
secondary offering. At that time, the unamortized deferred loan fees were expensed.

 In future filings, we will disclose our accounting
treatment for any significant fees paid in connection with modified debt arrangements as follows (only the affected paragraphs as set forth in our 10-K for the fiscal year ended 2006 are included):

 We obtained a new credit facility (the “Bank Facility”) on December 29, 2005. The credit agreement was entered into by CECO Environmental
Corp., the CECO group of companies and Fifth Third Bank, an Ohio banking corporation (“Fifth Third”). On June 8, 2006 we amended the Bank Facility pursuant to a First Amendment to Credit Agreement (“Amendment”). H.M. White,
Inc., a wholly owned subsidiary of CECO Group, Inc., was added as a borrower. The Amendment amended the Bank Facility by, among other things 1) extending the maturity date of the Credit Agreement from January 31, 2007 to January 31, 2009,
2) lowering the interest rate on the revolving loan and term loan from the prime rate plus 2.25% and the prime rate plus 2.0%, respectively, to either prime plus 0.5% or LIBOR plus 2.75%, at our option, and 3) establishing an incentive pricing grid
pegged to performance. Fees paid in connection with this amendment were less than $10,000 and we deferred these fees and began amortizing them as an adjustment to interest expense over the remaining term of the arrangement.

 We further amended the Facility pursuant to a Second Amendment to the Credit Agreement (“Second Amendment”) dated February 28, 2007. Effox,
Inc., a wholly owned subsidiary of CECO Group, Inc., was added as a bo