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Correspondence

 August 24, 2011

 VIA EDGAR

 Rufus Decker

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549-6561A

RE:
CECO Environmental Corp.

Form 10-K for the Fiscal Year 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. Decker:

 CECO Environmental Corp. (“we” or the “Company”) has received your letter dated
August 3, 2011. 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.

Form 10-K for the Fiscal Year ended December 31, 2010

 General

1.
Comment: Given your disclosure on page F-10 regarding derivative instruments, it is not clear how you have complied with the disclosure requirements 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.

Response: We did not have any outstanding derivative instruments during the years ended December 31, 2010 or 2009. We
will remove the disclosure on page F-10 regarding derivative instruments in future filings.

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

 Results of Operations, page 33

2.
Comment: In future filings, please enhance your discussion of net sales by reportable segment to separately discuss with quantification the business
reasons for changes between periods in revenues from external customers. Please also disclose with quantification the business reasons for changes between periods in amounts shown in the corporate and other column on page F-31 of your segment
footnote. Please show us in your supplemental response what the revisions will look like.

 1

 Response: Future filings will include enhanced tables and language similar to the
following:

 CECO’s operations are organized and reviewed by management along its product lines and presented in three
reportable segments. The results of the segments are reviewed through to the “Income from operations” line on the Statements of Operations.

 Engineered Equipment and Parts Group

 Our Engineered Equipment and
Parts Group, located in the United States as well as Canada, Brazil, China, and India, is comprised of CECO Filters, Busch International, CECO Abatement, Effox, FKI, Flextor and A.V.C. We enable our customers to meet BACT requirements and compliance
targets for fumes, volatile organic compounds, process, and industrial odors. Our services eliminate toxic emission fumes and volatile organic compounds from large-scale industrial processes. We have a presence in the chemical processing, ethanol,
paint booth emissions, wastewater treatment, and wood products industries.

 Contracting/Services Group

 Our Contracting/Services Group is comprised of the contracting/services operations of our Kirk & Blum
divisions. We provide custom metal fabrication services at our Kirk & Blum Columbia Tennessee and Louisville Kentucky locations. These facilities are used to fabricate parts, subassemblies, and customized products for air pollution and
non-air pollution applications from sheet, plate, and structurals.

 Component Parts Group

We market component parts for industrial air systems to contractors, distributors and dealers throughout the United States.

The accounting policies of the segments are the same as those in the consolidated financial statements.

Results of Operations

 Segment Analysis

$ in thousands

2010

2009

 Net Sales by Business Segment

 Engineered equipment and parts (EE&P)

 United States

$
78,188

$
81,825

 Canada

12,880

6,894

 Brazil

528

682

 China

4,900

1,031

 India

843

409

 subtotal (a)

97,339

90,841

 Contracting / Services (C/S) (b)

37,122

41,451

 Component Parts (CP) (c)

18,148

14,067

 Corporate and other (d)

1,548

1,462

 Eliminations

(13,555
)

(8,836
)

 Net sales

$
140,602

$
138,985

 2

(a)
Includes intra-segment sales of $2,693 and $958 in 2010 and 2009, respectively and inter-segment sales of $1,864 and $1,093 in 2010 and 2009, respectively.

(b)
Includes intra-segment sales of $539 and $1,244 in 2010 and 2009, respectively and inter-segment sales of $5,677 and $4,350 in 2010 and 2009, respectively.

(c)
Includes intra-segment sales of $712 and $31 in 2010 and 2009, respectively and inter-segment sales of $1,764 and $1,042 in 2010 and 2009, respectively.

(d)
Includes the operations of our Engineering Group, which is not significant to the overall operations of the Company. Includes inter-segment sales of $306 and $118 in
2010 and 2009, respectively.

 Net Operating income (loss)

 Engineered equipment and parts

$
9,314

$
423

 Contracting / Services

28

(1,445
)

 Component Parts

2,798

565

 Corporate and other (e)

(6,830
)

(15,309
)

 Eliminations

(274
)

(64
)

 Net operating income (loss)

$
5,036

$
(15,830
)

(e)
Includes Corporate compensation, professional services, information technology, and other general and administrative Corporate expenses. Also included are the
operations of our Engineering Group, which is not significant to the overall operations of the Company.

 The
amount for 2009 includes $8.6 million of the $17.1 million impairment losses discussed in Note 7 of the Consolidated Financial Statements.

The amounts presented above and following comments at the reportable business segment level include both external and intersegment net sales and
operating income (loss). See Note 18 to the Consolidated Financial Statements.

 Engineered Equipment and Parts Group

Our Engineered Equipment and Parts Group net sales were $97.3 million in 2010, an increase of $6.5 million, or 7.2%, compared to $90.8
million in 2009. This increase is primarily due to $3.9 million in increased revenues from our FKI Shanghai division coupled with increased revenues at CECO Filters, Busch and CECO Abatement. The increase at our Shanghai division is primarily the
result of increased demand in China for air pollution control and industrial ventilation equipment. The increases at CECO Filters, Busch and CECO Abatement are due to the improving domestic market for these products. These revenue increases were
partially offset by reduced revenues at our Effox-Flextor divisions of $2.7 million which was primarily due to reduced demand for dampers and expansion joints from the power industry.

 3

 Operating income from the Engineered Equipment and Parts Group totaled $9.3 million in 2010,
compared to $9.0 million in 2009, an increase of $0.3 million (excluding goodwill impairment charges of $8.6 million). This increase is primarily due to revenue driven increased operating leverage from our FKI-Shanghai division of $1.4 million as
well as combined increased operating income from other FKI divisions, CECO Filters, Busch, and CECO Abatement of $1.7 million, offset by a decline in operating income from Effox-Flextor of $2.9 million.

Contracting/Services Group

 The Company is making a strategic shift away from lower margin, higher risk contracting work and has raised the minimum acceptable margins for this group by several percentage points. As a result,
Contracting /Services Group net sales were $37.1 million in 2010, a decrease of $4.4 million, or 10.6%, compared to $41.5 million in 2009. Additionally, this decrease is also partially due to reduced demand for these services which resulted from the
economic decline.

 Operating income for the Contracting/Services Group was essentially break-even for 2010 compared to an
operating loss of $1.4 million for 2009. This increase is primarily due to reduced costs in 2010 from facilities consolidations and streamlining efforts as well as better project management and more aggressive pricing strategies as previously
mentioned.

 Component Parts Group

 Component Parts Group net sales were $18.2 million in 2010, an increase of $4.2 million, or 30.0%, compared to $14.0 million in 2009. This increase is primarily due to increased demand for our component
parts and clamp together duct products, which is the result of many smaller contractors buying these products instead of making them in-house.

 Operating income for the Component Parts Group was $2.8 million for 2010, an increase of $2.2 million from $0.6 million for 2009. This increase is primarily due to increased revenues as described above
and increased pricing strategies.

 Engineering Group

 Engineering Group net sales remained flat at $1.5 million for 2010 and 2009. Operating income increased slightly from break-even in 2009 to $0.1 million in 2010. The Engineering Group functions as a
conduit for new business opportunities in our other divisions as many of the projects designed by this group can use the equipment that is manufactured, installed and serviced by our other operating groups.

See also pages 15 and 16 of our Quarterly Report on Form 10-Q filed with the Commission on August 12, 2011 (the “Second Quarter 10-Q”)

 Item 9A – Controls and Procedures, page 46

 Disclosure Controls and Procedures, page 46

3.
 Comment: We note that your conclusion regarding the effectiveness of your disclosure controls and procedures is limited to “ensuring
that information we are required to disclose 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 based on the definition of disclosure controls and procedures provided in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. As described, however, this description does not fully conform
to the definition set forth in those

 4

rules. Please confirm, if true, that the conclusion regarding effectiveness is based on the full definition of disclosure controls and procedures set forth in the applicable rules, and revise
accordingly in future filings. Alternatively, you may simply state in future filings that your certifying officers concluded on the applicable dates that your disclosure controls and procedures were effective.

Response: We confirm that the conclusion regarding effectiveness is based on the full definition of disclosure controls and
procedures set forth in the applicable rules, and will revise accordingly in future filings. Future filings will include language similar to the following:

 We maintain “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a- 15(e). Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, has evaluated our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended, as of December 31, 2010. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2010.

 Please
also see Item 4, page 21 of our Second Quarter 10-Q.

4.
Comment: We note your statement that disclosure controls and procedures can provide only reasonable assurance of achieving desired control objectives. Please
confirm to us, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure
controls and procedures are effective at that reasonable assurance level. In the alternative, please remove the reference 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 Certification 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.

 Response: We confirm that our disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and that our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. We also
confirm that future filings will omit the reference to the level of assurance of disclosure controls and procedures and will comply with this comment.

 Item 15 – Exhibits and Financial Statement Schedules, page 49

 Note 18 –
Business Segment Information, page F-30

5.
Comment: In future filings, please revise the table on page F-31 to present for each segment revenues from external customers as well as intersegment revenues
as required by ASC 280-10-50-22(a) and (b). Refer to the example set 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 enhance your
disclosure in note (a) to the table on page F-31 to disclose in greater detail the types of amounts 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.

 5

 Response: Future filings will include enhanced disclosure similar to the following:

 Summary of Business by Segment

$ in thousands

2010

2009

 Net Sales by Business Segment

 Engineered equipment and parts (EE&P)

 United States

$
78,188

$
81,825

 Canada

12,880

6,894

 Brazil

528

682

 China

4,900

1,031

 India

843

409

 Subtotal (a)

97,339

90,841

 Contracting / Services (C/S) (b)

37,122

41,451

 Component Parts (CP) (c)

18,148

14,067

 Corporate and other (d)

1,548

1,462

 Eliminations

(13,555
)

(8,836
)

 Net sales

$
140,602

$
138,985

(a)
Includes intra-segment sales of $2,693 and $958 in 2010 and 2009, respectively and inter-segment sales of $1,864 and $1,093 in 2010 and 2009, respectively.

(b)
Includes intra-segment sales of $539 and $1,244 in 2010 and 2009, respectively and inter-segment sales of $5,677 and $4,350 in 2010 and 2009, respectively.

(c)
Includes intra-segment sales of $712 and $31 in 2010 and 2009, respectively and inter-segment sales of $1,764 and $1,042 in 2010 and 2009, respectively.

(d)
Includes the operations of our Engineering Group, which is not significant to the overall operations of the Company. Includes inter-segment sales of $306 and $118 in
2010 and 2009, respectively.

 Net Operating income (loss)

 Engineered equipment and parts

$
9,314

$
423

 Contracting / Services

28

(1,445
)

 Component Parts

2,798

565

 Corporate and other (e)

(6,830
)

(15,309
)

 Eliminations

(274
)

(64
)

 Net operating income (loss)

$
5,036

$
(15,830
)

(e)
Includes Corporate compensation, professional services, information technology, and other general and administrative Corporate expenses. Also included are the
operations of our Engineering Group, which is not significant to the overall operations of the Company.

 6

 The amount for 2009 includes $8.6 million of the $17.1 million impairment losses discussed
in Note 7 of the Consolidated Financial Statements.

December 31,

2010

2009

 Property and equipment additions

 Engineered equipment and parts

$
386

$
101

 Contracting / Services

109

465

 Component Parts

97

45

 Corporate and other (f)

62

388

 Property and equipment additions

$
654

$
999

(f)
Includes Corporate and Engineering Group property and equipment additions.

 Depreciation and Amortization

 Engineered equipment and parts

$
998

$
1,296

 Contracting / Servic