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Correspondence

 CECO ENVIRONMENTAL CORP.

 3120 Forrer Street

 Cincinnati, Ohio 45209

 September 30, 2009

 Via Facsimile and EDGAR

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange
Commission – Division of Corporation Finance

 100 F Street, N.E., Stop 4631

 Washington, D.C. 20549-7010

Re:

CECO Environmental Corp.

Form 10-K for the Fiscal Year Ended December 31, 2008

Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009

File no. 0-7099

 Dear Mr. Decker:

 CECO Environmental Corp. (“we” or the “Company”) has received your letter dated September 2, 2009. 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 September 2, 2009):

 Form 10-K for the Year Ended December 31, 2008

 General

1.
Comment:      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. With the exception of the comment below that will require an amendment to your Form 10-K, these revisions should be included in your future 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. Our proposed disclosures are subject to change based on the facts and circumstance at the time we make future filings.

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 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

 Liquidity and Capital Resources, page 40

 Overview of Cash Flows and Liquidity, page 41

2.
Comment:    We note that you identify the components that resulted in a significant increase in your cash flows from operations. Please expand
this disclosure to discuss the underlying reasons for changes in these components, with specific discussions for accounts receivable, inventory, accounts payable and deferred revenue.

 Response:  The change in inventory between periods was not a major contributor to the change in operating cash flow and
therefore is not discussed. Also, the Company assumes that by “deferred revenue” the staff means billings in excess of costs and estimated earning on uncompleted contracts.

 Future filings will include disclosures similar to the following:

 In 2008, $5.1 million was provided by operating activities compared to $4.0 million provided by operating activities in 2007. The increase
in cash provided by operating activities was due primarily to a net decrease in working capital requirements. Compared to working capital changes, net of acquisitions, in 2007, 2008 working capital changes provided additional cash of $23.8 million
from accounts receivable, $2.3 million from prepaid expenses, $1.3 million from accrued income taxes and $1.5 million from billings in excess of costs and estimated earnings. These positive changes were offset by working capital changes that
used more cash in 2008 of $27.8 million from accounts payable and $1.2 million from other liabilities. The decrease in accounts receivable was mainly the result of a significant decline in our contracting group revenues in 2008 compared to 2007, due
to the completion of a very large automotive contract and the resulting collection of accounts receivable. The decrease in accounts payable was due to payment of related vendors involved in this project and a decline in new business activity that
would require purchases from vendors. Billings in excess of costs declined as a result of several contracting projects nearing completion or being completed in the fourth quarter of 2008 without being replaced by an equal or greater volume of new
contracts and accrued income taxes increased due to the fact that no prepayments were made during 2008 because there was no tax liability until the fourth quarter.

 Net income in 2008 included $3.2 million of non cash expenses for depreciation and amortization compared to $1.6 million for depreciation and amortization in 2007. This increase was due primarily to
increased amortization of definite life intangibles from recent acquisitions. Additionally, 2008 net income included $1.2 million for non cash stock awards compared to $0.7 million in 2007. Our net investment in working capital (excluding cash and
cash equivalents and current portion of debt) at December 31, 2008 was $25.1 million as compared to $20.8 million at December 31, 2007. Looking forward, we will continue to manage our net investment in working capital. We believe that our
working capital needs will remain constant unless we experience a significant increase or decrease in sales and operating income.

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 Debt Covenants, page 42

3.
Comment:   You indicate that you were in compliance with all debt covenants at December 31, 2008. Please also disclose here or elsewhere in the filing
the specific terms of any material debt covenants in your debt agreements. For any material debt covenants for which it is reasonably likely that you will not be able to meet such covenants, please disclose the required amounts/ratios as well as the
actual amounts/ratios as of each reporting date. This will allow readers to understand how much cushion there is between the required amounts/ratios and the actual amounts/ratios. Please consider showing the specific computations used to arrive at
the actual amounts/ratios with corresponding reconciliations to US GAAP amounts, if necessary. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial
Measures dated June 13, 2003. Please also disclose if there are any stated events of default which would permit the lenders to accelerate the debt if not cured within applicable grace periods or any cross default provisions in your debt
agreements.

 Response:   In previous filings, including the Form 10-K for the year ended
December 31, 2008 and the Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009, we have considered the guidance in Section IV.C of the SEC Interpretive Release No. 33-8350. In such periods, the financial covenants
under our Credit Agreement were met by a substantial margin and accordingly, we concluded that further discussion was not required at that time as the likelihood of default was considered to be remote. The Credit Agreement, which has been filed with
the SEC as a material agreement, also contains descriptions of the covenants associated with the facility. If, at any time in the future we are or are reasonable likely to be, in breach of such covenants we will expand our discussion and analysis of
material debt covenants and analyze the impact on the Company. Our credit facility also contains cross-default provisions whereby (i) if a default under our subordinated debt documents results in the subordinated lender declaring a default or
taking action to enforce any of its rights or remedies with respect to such default or (ii) a failure to pay (after grace periods) any other debt or lease that, individually or in the aggregate involves indebtedness in excess of $100,000, if
such default gives any creditor or lessor the right to accelerate the maturity of any such indebtedness or lease payments, absent a waiver from the lender, would result in a default under our credit facility and the acceleration of the maturity of
outstanding debt under our credit facility.

 In response to your comment, future filings, including Forms 10-Q, will include
disclosures similar to the following under “Debt Covenants” in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the debt footnote to the financial statements:

 As of December 31, 2008, the Bank Facility, as amended, includes a revolving line of credit of up to $30 million, including letters of
credit, limited to a borrowing base

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amount computed as 70% of eligible accounts receivable plus 50% of eligible inventories. Amounts outstanding under the revolver were $18.4 million and $4.4 million at December 31, 2008 and
2007, respectively. Certain term loans previously available under the Bank Facility were fully retired with proceeds from our May 2007 secondary stock offering described in Note 11. At December 31, 2008, $4.2 million of a remaining $5.0 million
term note is still outstanding. Interest on the outstanding borrowings is charged at the prime rate or the LIBOR rate plus 2% for the revolver and the prime rate or the LIBOR rate plus 2.25% on the term note. Based on our election to use the LIBOR
rate at December 31, 2008, the weighted average interest rate under the Bank Facility was 2.56%. Terms of the Bank Facility, as amended, include financial covenants which require compliance including at December 31, 2008 and each quarter
through December 31, 2010. The covenants increase the maximum capital expenditures financial covenant commencing with fiscal year 2008, and each year thereafter during the term of the Bank Facility from $2,000,000 to $2,500,000. The minimum
Fixed Charge Coverage Ratio remains constant at 1.25 to 1.0 for each quarter during the term of the Bank Facility and the maximum funded debt to EBITDA covenant remains constant at 3.2 to 1. Our Bank Facility also contains cross-default provisions
with respect to our subordinated debt. Also, if we fail to pay (after grace periods) any other debt or lease that, individually or in the aggregate involves indebtedness in excess of $100,000, and such default gives any creditor or lessor the right
to accelerate the maturity of any such indebtedness or lease payments, then absent a waiver from the lender, it would result in a default under our Bank Facility and the acceleration of the maturity of outstanding debt under our Bank Facility.

 As of December 31, 2008, we were well in compliance with all related financial and other restrictive covenants, and
expect continued compliance.

 Critical Accounting Policies and Estimates, page 43

 Impairment of Long-Lived Assets, including Goodwill, page 44

4.
Comment:    In the interest of providing readers with a better insight into management’s judgments in accounting for impairment of
long-lived assets, including goodwill, please consider disclosing the following in future fillings:

•

 Please disclose how you determine when property, plant and equipment should be tested for impairment, including what types of events and
circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances;

•

 How you group long-lived assets for impairment and your basis for that determination;

•

 The reporting unit level at which you test goodwill for impairment and your basis for that determination;

•

 Sufficient information to enable a reader to understand how you determined the appropriate multiple of pre-tax EBITDA to use and how you apply the

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multiple in estimating the fair value of your reporting units and why management selected this method as being the most meaningful in preparing your goodwill impairment analyses;

•

 How you determined the appropriate discount rates to apply in your impairment analysis;

•

 Please expand your discussion of the significant estimates and assumptions used to determine future undiscounted cash flows and fair value.
You should discuss how sensitive the fair value estimates are to each of these significant estimates and assumptions and whether certain estimates and assumptions are more subjective than others;

•

 If applicable, how the assumptions and methodologies used for valuing goodwill and other intangibles and property, plant and equipment in the
current year have changed since the prior year, highlighting the impact of any changes; and

•

 For any asset groups for which the carrying value was close to the fair value, please disclose the carrying value of the asset groups.

 We caution you that, to the extent you gather and analyze information regarding the risks of
recoverability of your assets, such information may be required to be disclosed if it would be material and useful to investors. We believe that it is important to provide investors with information to help them evaluate the current assumptions
underlying your impairment assessment relative to your current market conditions and your peers to enable them to attempt to assess the likelihood of potential future impairments. We believe that detailed rather than general disclosures regarding
these risks and exposures would provide investors with the appropriate information to make this evaluation. In this regard, we urge you to consider what additional quantitative disclosures can be provided to convey the risk that additional
impairment or restructuring charges may be recorded.

 Response:  For clarity purposes, we will restate
each point above and follow it with the specific related responses.

•

 Comment:  Please disclose how you determine when property, plant and equipment should be tested for impairment, including what
types of events and circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances;

•

 Comment: How you group long-lived assets for impairment and your basis for that determination;

 Response to these 2 comments: To more clearly address the impairment considerations related to property, plant and equipment in
future filings, we will present the information separately from the disclosures addressing intangible assets and goodwill. Future filings will be revised to add disclosures similar to the following to the Critical Accounting Policies and
Estimates section of Management’s Discussion and Analysis of Financial Condition and Results of Operations:

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 Property, Plant and Equipment

 Property plant and equipment are reviewed whenever events or changes in circumstances occur that indicate possible impairment in accordance
with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. If events or changes in circumstances occur that indicate possible impairment, our impairment review is
based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires management judgment with respect to changes in
technology, the continued success of product lines, and future volume, revenue and expense growth rates. We conduct annual reviews for idle and underutilized equipment, and review business plans for possible impairment. Impairment occurs when the
carrying value of the assets exceeds the future undiscounted cash flows. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset and an impairment charge is recorded for
the difference between the carrying value and the net present value of estimated future cash flows.

 As of December 31,
2008 we have $12.2 million of net property, plant, and equipment recorded on the consolidated balance sheets. No indications of impairment were noted as of December 31, 2008.

•

 Comment:  The reporting unit level at which you test goodwill for impairment and your basis for that determination;

 Response: To determine the proper reporting unit level at which we test goodwill for impairment, we
considered the guidance provided by SFAS No. 142, “Goodwill and Other Intangible Assets”. For management purposes, the Company is organized into four divisions, including a contracting division, an equipment division, a component and
parts division and an engineering and design division. Each of these