SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       July 2, 2009
Via U.S. Mail and Fax

  Mr. David H. Dingus
Principal Executive Officer
AZZ, Inc.
University Centre I, Suite 200
1300 South University Drive
Fort Worth, Texas   76107

 RE: AZZ, Inc.
Form 10-K for the fiscal ye ar ended February 28, 2009
  Filed May 12, 2009
File No. 001-2777

Dear Mr. Dingus:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your documents in response  to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 2 of 6  Form 10-K for the year ending February 28, 2009

Cover Page

1. Under the “Documents Incorporated by Re ference” heading, you state that your Annual
Report to Shareholders for the Fiscal Year Ended 2009 (Annual Report) is incorporated into
“Parts [I, II, and IV].”  However, we are unable to locate the specific portions that are incorporated by reference.  Also, we note th at you have not filed your Annual Report as
exhibit 13 to your Form 10-K as required by Note  2 to General Instruction G to Form 10-K.
In your response lette r, please explain.

Item 1.  Business, page 1

2. Please revise to disclose the information abou t international revenues that is required by
Regulation S-K Item 101(d).

Information Incorporated Into Part III by Reference to Proxy Statement
Executive Compensation, page 13 of the Proxy Statement
Compensation Discussion and Analysis, page 13 of the Proxy Statement
3. Throughout your Compensation Di scussion and Analysis and as to each compensation
element, revise to disclose how you arrived at and why you paid each of the particular
levels and forms of compensation for each name d executive officer.  For example, we note
that all of your named executive officers re ceived non-equity incentive plan compensation
and stock appreciation rights in  2009.   However, you do not disclose the reasons why the
committee chose to award the actual amount s reported in the Summary Compensation
Table.  We believe it is appropr iate to provide a more thorou gh analysis of how and why the
committee arrived at the decision to awar d SARs and non-equity  incentive plan
compensation in these amounts.  For further in formation, please see Staff Observations in
the Review of Executive Compensation Disclosu re, which is available on our website at
www.sec.gov/divisions/corpfin/cfguidance.shtml#ecd .
4. We note that the Compensation Committee compares each element of total compensation
against a group of publicly-trade d manufacturing companies.  We also note that market data
is used to determine equity award levels.  Plea se revise your disclosure  to provide additional
detail about how market data was used to make compensation decisions in your most recent fiscal year.  If you engage in benchmarking, please identify the component companies in
your peer group and market data.  Refer to  Regulation S-K Compliance and Disclosure
Interpretations, Question and Answer 118.05, available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 3 of 6  Annual Incentive Compensation, page 15 of the Proxy Statement

5. We note your references to quantitative and qualitative goals in connection with
determining your cash incentive awar ds.  With respect to material qualitative goals, revise
your disclosure to identify the nature of such goals and discuss how the Compensation
Committee assessed achievement of such goals.  Also, revise to di sclose the material
quantitative goals and discuss how the Comp ensation Committee assessed achievement of
such goals.  If you believe that disclosure of quantitative goals is not required because it
would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion.  In this regard, please note th at we generally do not agree
with the argument that disclosi ng a company-level performance targ et for the last fiscal year
would cause a registrant competitive harm when  disclosure of the performance target will
occur after the fiscal year has ended and actual  company results have been disclosed.  If you
believe you have a sufficient basis to keep the information confid ential, disclose how
difficult it would be for you or a business segment to achieve the undisclosed goal.  General statements regarding the level of difficulty or  ease associated with  achieving the goals are
not sufficient.  Provide as much detail as necessary without providing information that
would result in competitive harm.  Refer to  Regulation S-K Compliance and Disclosure
Interpretations, Question and Answer 118.04, available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

Compensation Committee Report, page 18 of the Proxy Statement
6. Since you are incorporating this disclosure by re ference into your Form 10-K, please revise
to also state whether the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be in cluded in the company’s annual report on
Form 10-K.  Refer to Item 407( e)(5)(i)(B) of Regulation S-K.
 Grants of Plan Based Awards, page 20 of the Proxy Statement

7. In the first paragraph of the subsection titled “Performance-Based Incentive Compensation”
on page 15, you disclose that, in January 2008, the Compensation Committee approved the
group of employees eligible to participate in the Senior Management Bonus Plan and
established target award opport unities based on achieving various levels of performance.
Therefore, it appears that you should have re ported the threshold, target and maximum
potential awards pursuant to thes e non-equity incentive plan awar ds in your Grants of Plan-
Based Awards Table, whereas the actual ear ned award is disclosed in your Summary
Compensation Table.  Please revise your disclosu re in response to this comment or tell us
why it is not applicable.  For more inform ation, please see Regulat ion S-K Compliance and
Disclosure Interpretations, Ques tion and Answer 120.02, available at
www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm .

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 4 of 6  Item 7 Management Discussion and Analysis of  Financial Condition and Results of Operations

 Critical Accounting Policies and Estimates

 Impairment of Long-Lived Assets, Identifiable Intangible Assets and Goodwill, page 21

8. We note that goodwill accounted fo r 19% of total assets as of February 28, 2009.  We note
that revenues, operating income and segment in come may have declined in recent quarters
due to the negative impact of  the current economic environm ent.  As a result of your
impairment test of your reporting units as of February 28, 2009, you determined that your
goodwill balance was not impaired.  In light of the significance of your goodwill balance,
we expect robust and comprehensive disclo sure in your critical accounting policies
regarding your impairment tes ting policy.  This disclosure should provide investors with
sufficient information about management's in sights and assumptions with regard to the
recoverability of goodwill.  Specifically, we  believe you should provide the following
information:

• Provide a more detailed description of the steps you perform to review goodwill for
recoverability.

• Disclose a breakdown of your goodwill balance as of December 31, 2008 by
reporting unit.
 • Disclose any changes to your reporting un its or allocations of goodwill by reporting
unit and the reasons for such changes.

• Describe the nature of the valuation t echniques and the signif icant estimates and
assumptions you employed to determine th e fair value of your reporting units in
your impairment analysis.  For example,  if you utilize the discounted cash flow
approach, you should disclose the discount  rates for each reporting unit and how
those discount rates were determined, incl uding your consideration of any market
risk premiums.  In addition, we believ e your disclosure should address your
estimates of future cash flows, as follows:

1) Provide a discussion of your  historical cash flow gr owth rates and explain
how your historical growth rates were  considered when determining the
growth rate to be utilized in your cash flow projections.

2) Disclose the growth rate you need to achie ve in your cash flow projections in
order to avoid having a goodwill impairment charge.

3) In view of the current economic envi ronment, discuss how you considered
the uncertainties inherent in your estimated  future growth rates. For example,

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 5 of 6
you should explain if and when you anticip ated a recovery of the economy in
your growth rates used in your cash flows analysis.

• Describe changes to the assumptions and methodologies, if a ny, since your last
annual impairment test.
 For further guidance, refer to Release No. 33-8350 "Interpretation: Commission Guidance
Regarding Management's Discussion and Anal ysis of Financial C ondition and Results of
Operations."

*    *    *    *
 Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please furn ish a letter that keys your resp onses to our comments and provides
any requested supplemental information.  Pleas e file your response le tter on EDGAR.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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 advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filings or in
response to our commen ts on your filings.

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009 Page 6 of 6   You may contact Joe Cascarano, Staff Accountant, at (202) 551-3376 or Robert Littlepage,
Accountant Branch Chief, if you have questions regarding comments on the financial statements
and related matters.  Please contact Jay Knight , Attorney-Advisor, at (202) 551-3370, or Celeste
Murphy, Legal Branch Chief, at (202) 551-3257 or me at (202) 551-3810 with any other questions.
           S i n c e r e l y ,                                     L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r