SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
August 21, 2009
    Mr. David H. Dingus Principal Executive Officer AZZ incorporated One Museum Place, Suite 500 3100 West Seventh Street
Fort Worth, TX  76107

 RE: AZZ, Inc.
  Form 10-K for the fiscal year ended February 28, 2009
  and Document Incorporated by Reference   Filed May 12, 2009   File No. 001-12777

Dear Mr. Dingus:
We have reviewed your response letter dated August 14, 2009 and have the
following comment.  Please respond to our comment within 10 business days or tell us by that time when you will provide us with a re sponse.  If the comment requests revised
disclosure in future filings, please confir m in writing that you intend to do so.  We
welcome any questions you may have about our comment or any other aspect of our review.
Information Incorporated Into Part III by Reference to Proxy Statement

Executive Compensation, page 13

Compensation Discussion and Analysis, page 13
1. We note your response and proposed disclosu re in regards to comment one in our
letter dated July 31, 2009.  In your re sponse, you refer to Question 118.04 of
Regulation S-K’s Compliance a nd Disclosure Interpretations .  Please note that the
provision you cite relates to the understandi ng that there is no requirement that a
company provide quantitative targets  for what are inherently subjective or
qualitative assessments.  Companies are st ill expected to provide analysis on the
substance of their compensation decisions  and to disclose how they analyzed

Mr. David H. Dingus
AZZ incorporated August 21, 2009 Page 2 of 2
individual performance when such perfor mance is material to their compensation
decisions.  Refer to the section titled “C ompensation Discussion and Analysis” of
the Staff Observations in the Review  of Executive Compensation Disclosure,
available on our website at www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm
.
  Therefore, please further revise your CD &A to provide disc losure related to:

• how the Committee analyzed the base salary  factors in its de cision to increase
Mr. Pendley’s base salary by 10.5% (which appears to be a material increase).  For example, how did the Committee’s eval uation of the factors result in Mr.
Pendley’s base salary incr easing at a higher percenta ge than your other named
executive officers?

• how the Committee analyzed the Long- Term Incentive Compensation factors
when choosing the amounts actually awar ded to the named executive officers.
For example, how did the Committee’s eval uation of the factors result in Mr.
Dingus being awarded three times the amount of stock appreciation rights as your other named executive officers?

*    *    *    *

Please furnish a letter that keys your re sponse to our comment and provides any
requested information.  Detailed letters greatl y facilitate our review .  Please file your
letter over EDGAR.  Please understand that  we may have additional comments after
reviewing your response to our comment.
 Please contact Jay Knight, Staff Attorney, at (202) 551-3370, or me at (202) 551-
3354 with any questions.          S i n c e r e l y ,           / s /  R o b e r t  B a r t e l m e s           R o b e r t  B a r t e l m e s          Senior Financial Analyst  cc: By facsimile to (817) 878-9709

 F. Richard Bernasek  (Kelly Hart & Hallman LLP)