SecProbe.io

Mail Stop 6010

        January 11, 2007

VIA U.S. MAIL AND FACSIMILE (817) 336-5354

Dana Perry
AZZ  incorporated
Suite 200
1300 South University Drive
Fort Worth, TX  76107

Re: AZZ incorporated
 Form 10-K for the fiscal year ended February 28, 2006
Filed May 12, 2006
Form 10-Q for the fiscal quarter ended November 30, 2006
 File No. 001-12777

Dear Mr. Perry:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Perry
AZZ incorporated
January 11, 2007 Page 2
Form 10-K for the fiscal y ear ended February 28, 2006

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 10

Results of Operations, page 10

Segment Operating Income, page 12
1. In your response and in future filings, please describe your “minimum acceptable margin initiative” and how it impacted segment operating income.

Consolidated Financial Statements

Note 1.  Summary of Significan t Accounting Policies, page 33

Revenue Recognition, page 33
2. We refer to your disclosure that you recognize revenue for the Galvanizing
Services Segment upon completion of the galvanizing services or  shipment of the
product.  In future filings, please clarify the circumstances that determine whether
revenue is recognized at completion of serv ice or at shipment of the product.

Note 7.  Intangible assets and goodwill, page 30
3. Please tell us whether you recognize amor tization of deferred issuance costs
within depreciation and amor tization expense or within interest expense.  Debt
issue costs should be amorti zed to interest expense by the interest method over the
life of the debt to which they relate.  Pleas e also revise future filings to state your
amortization policy.  We refer you to SA B Topic 2-A6 and Regulation 5-02(17)
of Regulation S-X.
4. As a related matter, please note that debt  issuance costs are a deferred charge, not
an intangible asset and should be classified accordingly.  Please revise in future filings.

Mr. Perry
AZZ incorporated
January 11, 2007 Page 3
Form 10-Q for the quarterly period ended November 30, 2006

Summary of Significant Accounting Policies, page 6

Note 5.  Stock-based compensation, page 7

5. We see that the stock appreciation rights that you granted in  fiscal 2005 and 2006
were to be settled in cash.  Please tell us how you determined whether these stock
appreciation rights should be cl assified as liabilities.

Note 8.  Credit Agreement, page 10

6. We see that on May 25, 2006, you entered into a new credit agreement, which replaces your Amended and Restated  Revolving and Term Credit Agreement
dated as of November 1, 2001.  Please te ll us how you considered EITF 96-19 and
whether this was a modification or excha nge of a debt agreement and how this
impacted your accounting treatment of debt issue costs.
Note 9. Asset Acquisition, page 10
7. We note that you acquired all of the asse ts of Witt Industries.  Please clarify
whether this is a purchase of assets or of a business.  Additionally, in future
filings, please revise to in clude the disclosures require d by paragraphs 51 – 55 of
SFAS 141, to the extent that they are applicable.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Perry
AZZ incorporated
January 11, 2007 Page 4
 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Kristin Lochhead at (202) 551-364 or me at (202) 551-3676 if you have questions regarding our  comments.  In this regard, please do not hesitate to
contact Martin James, Senior Assistant Ch ief Accountant, at (202) 551-3671 with any
other questions.

Sincerely,

Brian Cascio
Accounting Branch Chief