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Correspondence

Squire Patton Boggs (US) LLP

221 E. Fourth St., Suite 2900

Cincinnati, Ohio 45202

 O    +1 513 361 1200

F     +1 513 361 1201

squirepattonboggs.com

 July 10, 2015

 VIA
EDGAR

 Pamela Long

 Assistant Director

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, North East

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

 Registration Statement on Form S-4

Form 10-K for the Year Ended December 31, 2014

File June 9, 2015

 File
No. 333-204816

 Dear Ms. Long:

 On behalf of CECO
Environmental Corp. (“CECO” or the “Company”), set forth below are responses to the comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in a letter dated July 6, 2015, relating to the above-captioned registration statement on Form S-4 filed with the Commission on June 9, 2015 (the “Registration Statement”) and Form 10-K for the year ended
December 31, 2014. The headings and paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the letter from the Staff. For your convenience, we have set forth the Staff’s comments in bold typeface
followed by our response in regular font.

 With this letter, CECO is filing Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement. We are providing supplementally to the Staff four copies of a version of Amendment No. 1 that have been marked by the financial printer to show the changes from the initial filing of the Registration Statement. All page references in
the responses set forth below are to the pages of Amendment No. 1. All capitalized terms not herein defined have the meanings ascribed to them in Amendment No. 1.

 Pamela Long

 July
10, 2015

 Registration Statement, filed June 9, 2015

General

1.
Please supplementally provide us with copies of all board books and other materials prepared by Jefferies and Stifel that were shared with the CECO and PMFG boards and their representatives.

Response: In response to the Staff’s comment, presentation materials that were prepared and shared by Jefferies LLC
(“Jefferies”) with the Board of Directors of CECO are being provided to the Staff under separate cover by counsel for Jefferies on a confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and
Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rules, counsel for Jefferies has requested that these materials be returned promptly following completion of the Staff’s review thereof. By separate
letter, counsel for Jefferies also has requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83. CECO has been further advised by PMFG, Inc. (“PMFG”) that the presentation materials prepared
by Stifel, Nicolaus & Company, Incorporated (“Stifel”) and shared with the PMFG Board of Directors are being provided to the Staff under separate cover by Latham & Watkins LLP, counsel for Stifel, on a confidential and
supplemental basis pursuant to Rule 418 of the Securities Act and Rule 12b-4 of the Exchange Act. PMFG has been advised by Stifel that, in accordance with such Rules, it has requested that these materials be returned promptly following completion of
the Staff’s review thereof, and that by separate letter, counsel for Stifel also has requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

Cover Page

2.
Please disclose the estimated value of the PMFG restricted stock units, options, and restricted stock that will be settled in cash from the $66.2 million consideration to be paid in cash.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on the cover page and on pages 14, 16,
24, 38, 65 and 131 of Amendment No. 1 have been revised to include the estimated value of the Cash Consideration to be paid for PMFG restricted stock units and options.

The Company respectfully notes that PMFG restricted stock will be treated in the same manner as any other outstanding share of PMFG common
stock and will have the right to elect for each share whether to receive the Cash Consideration or the Stock Consideration. The Company has revised the disclosure on the cover page to remove any ambiguity on this treatment.

Summary, page 23

3.
Please avoid repeating information in the Q&As and the Summary. These sections should fulfill distinct purposes. Currently, we note disclosure on the following items in both sections:

•

details about the special meetings;

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 Pamela Long

 July
10, 2015

•

what PMFG stockholders will receive in the transaction; and

•

tax consequences of the transaction.

 Response: In response to the Staff’s
comment, the disclosure in the Registration Statement in the Q&As section and the Summary section of Amendment No. 1 has been revised. The Company respectfully notes that it has preserved some discussion of what the PMFG shareholders will
receive in the Mergers in both the PMFG Q&A and the Summary as we viewed this information as material to both sections; however, the information in the PMFG Q&A has been reduced.

4.
Please add a section describing the additional indebtedness that will results from this transaction, including the amount of PMFG debt that will be assumed, the total outstanding indebtedness of the combined company
following the merger, and the total amount of financing CECO needs to complete the transaction.

 Response: In
response to the Staff’s comment, the disclosures in the Registration Statement on pages 34, 164 and 173-174 of Amendment No. 1 have been revised.

Opinion of CECO’s Financial Advisor, page 28

5.
Please disclose here that CECO will pay Jeffries [sic] $3.25 million, including $2.75 million payable contingent upon the closing of the first merger.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 28 of Amendment No. 1 has
been revised.

 Interests of PMFG Directors and Executive Officers in the Mergers, page 30

6.
Please quantify the aggregate value of the benefits that the PMFG directors and executive officers will receive as a result of their interests in the merger. Please also discuss financial interests that CECO’s
directors and executive officers will have in the merger, if any. We note the penultimate bullet point on page 36.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 29, 36 and 135 of Amendment
No. 1 have been revised.

 Risk Factors, page 38

The Mergers may not be accretive…, page 45

7.
Please disclose the anticipated amount of accretion per share.

 Response: In
response to the Staff’s comment, the disclosure in the Registration Statement on page 45 of Amendment No. 1 has been revised.

 3

 Pamela Long

 July
10, 2015

 The Mergers, page 81

Background of the Mergers, page 81

8.
Please revise your disclosure throughout this section to include a materially complete description of the discussions and/or negotiations relating the merger consideration, particularly the structure of the
consideration. For example, please elaborate on the following:

•

why the percentage of consideration payable in cash decreased from a high of 80% to 45%;

•

why CECO insisted that outstanding PMFG equity awards be paid in cash;

•

why CECO originally proposed an asymmetrical collar that focused more on protecting the upside potential of its stock; and

•

why CECO was consistently willing to pay a high premium, even in an “underperforming market.”

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 82, 84, 87-88 and 90-91 of
Amendment No. 1 have been revised.

9.
Please briefly discuss the strategic alternatives, other than “a broader sale process” that were discussed during the PMFG board meetings on March 10, 2014, March 26, 2014, and
January 16, 2015. We note your disclosure on page 104 that the PMFG board considered its standalone prospects.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 82 and 84 of Amendment
No. 1 have been revised.

10.
Please elaborate on PMFG’s changes in personnel and operational initiatives, as well as recent financial results, that contributed to CECO management’s preference to “devote its efforts to pursuing a
strategic transaction with PMFG” in early December 2014.

 Response: In response to the Staff’s comment,
the disclosure in the Registration Statement on page 83 of Amendment No. 1 has been revised.

11.
Please identify the synergies and performance metrics that the CECO board discussed on April 1, 2015.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 87 of Amendment No. 1 has
been revised.

 CECO Board’s Reasons for the Mergers, page 92

12.
Please elaborate, either here or in the Background section, on the items that supported and detracted from the CECO board’s recommendation of the mergers. The significance of many of these items is unclear
without additional context. Please review the disclosure throughout this section to provide the CECO board’s analysis of each factor and clearly explain how each particular factor is positive or negative, as the current disclosure is often
conclusive in nature or unclear. For example, and not by way of limitation, it is unclear:

•

what about PMFG’s financial condition, competitive position, and future prospects supported the board’s decision to recommend the transaction;

 4

 Pamela Long

 July
10, 2015

•

what were CECO’s standalone prospects, and how these compared to the transaction;

•

what about the nature of the industries that CECO and PMFG operate supported the board’s decision; and

•

how the mergers will diversify CECO’s revenue across new business lines and geographies.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 93-97 of Amendment No. 1
have been revised.

13.
Please discuss the board’s consideration of the merger consideration, including the composition and premium paid. Please address how it determined that such consideration was advisable, fair to, and in the best
interests of CECO and its stockholders.

 Response: In response to the Staff’s comment, the disclosures in the
Registration Statement on pages 95-96 of Amendment No. 1 have been revised.

 Opinion of CECO’s Financial Advisor, page 94

14.
We note that Jeffries [sic] and Stiffel [sic] each performed comparable companies analyses for PMFG and CECO, as well as precedent transactions analyses. Please revise the disclosure in this section to provide the
following:

•

disclose whether any companies meeting this criteria were excluded from the analysis and the reasons for doing so; and

•

disclose the size of each transaction, or the range of each transaction in the precedent transactions analysis.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 100-103 of Amendment
No. 1 have been revised with respect to the selected companies and selected transactions reviewed by Jefferies in connection with its selected public companies analysis and selected precedent transactions analysis and to reflect the overall
range of enterprise values of the selected transactions reviewed by Jefferies in its selected precedent transactions analysis as requested. The Company supplementally advises the Staff 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; however, since the selection of relevant companies and transactions involves professional
judgment, the disclosure appearing on page 100 of Amendment No. 1 has been revised to indicate that the selected companies and selected transactions reviewed for purposes of Jefferies’ selected public companies and selected precedent
transactions analyses may not necessarily include all companies and transactions that could be deemed relevant for comparative purposes with CECO, PMFG or the Mergers.

In response to the Staff’s comment as it relates to the opinion of Stifel, the disclosures in the Registration Statement on pages 117-120
of Amendment No. 1 have been revised.

 5

 Pamela Long

 July
10, 2015

 Certain PMFG and CECO Financial Projections, page 119

15.
Please confirm that you have disclosed all of the material financial projections exchanged between PMFG and CECO under this section, and revise the proxy statement/prospectus, if necessary, to disclose all material
financial projections.

 Response: In response to the Staff’s comment, the Company supplementary confirms for
the Staff that it believes it has disclosed all of the material financial projections exchanged between PMFG and CECO under this section.

 Summary
of Certain Financial Projections Prepared by CECO and Provided to PMFG, page 122

16.
In the Background section, please disclose when CECO provided unaudited financial projections regarding its future operations for calendar years 2015 through 2019 to PMFG.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 88 of Amendment No. 1 has
been revised.

 Legal Proceedings Related to the Mergers, page 140

17.
Please provide any material updates regarding the pending class action suits that are challenging the merger.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 27, 41 and 144 of Amendment
No. 1 have been revised.

 The Merger Agreement, page 143

18.
We note that the representations and warranties of CECO and PMFG are qualified by disclosure schedules. Please provide us supplementally with a list that briefly identifies the contents of the disclosure schedules.
In addition, please file an agreement to furnish the staff with a copy of any omitted schedule upon request. The agreement to furnish the staff with copies of omitted schedules may be included in the exhibit index to the registration statement.

 Response: In response to the Staff’s comment regarding the brief description of disclosure schedules, please
find below a list identifying the contents of all omitted disclosure schedules. In response to the Staff’s request regarding the filing of an agreement to furnish omitted schedules, CECO respectfully submits that such an agreement has
previously been included on the exhibit index found on page II-5 of the Registration Statement and is further included on the exhibit index found on page II-5 of Amendment No. 1.

 6

 Pamela Long

 July
10, 2015

 PMFG Disclosure Schedules:

Section 4.1

Subsidiaries

Section 4.3

Capitalization, Etc.

Section 4.5

No Conflict; Required Filings and Consents

Section 4.6

Compliance with Law

Section 4.8

Certain Changes or Events

Section 4.9

Undisclosed Liabilities

Section 4.10(a)

Material Contracts

Section 4.11

Absence of Litigation

Section 4.13

Company Employee Plans; Employment Agreements

Section 4.14

Labor Matters

Section 4.15

Title to Property

Section 4.17

Real Property

Section 4.18

Tax Returns

Section 4.19

Environmental Matters

Section 4.20

Intellectual Property

Section 4.23

Import and Export Control Laws

Section 6.1

Conduct of Business

Section 7.8

Indemnification Agreements

Section 7.9

Employee Matters

Section 10.4(l)

Material Company Subsidiaries

CECO Disclosure Schedules:

Section 5.1

Organization and Qualification; Subsidiaries

Section 5.3

Capitalization

Section 5.5(a)

No Conflict

Section 5.6(a)

Compliance

Section 5.10(a)

Parent Material Contracts

Section 5.13

Labor Matters

Section 5.14(b)

Tax Returns Subject to Audit

 Adjusted Unaudited PMFG Information…, page 54

19.
Please revise your explanation of f