SecProbe.io

January 14, 2011
 David H. Dingus Principal Executive Officer
AZZ incorporated
One Museum Place, Suite 500 3100 West Seventh Street Fort Worth, Texas 76107
Re: AZZ incorporated
Form 10-K for the Fiscal Year Ended February 28, 2010 Filed May 12, 2010 Definitive Proxy Statement Filed June 1, 2010 Form 10-Q for the Period Ended August 31, 2010 Filed October 1, 2010 File No. 001-12777
 Dear Mr. Dingus:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days and indicate that you will
comply with our comments in future filings.  Confirm in writing that you will do so and also
explain to us how you intend to comply.  If  you do not believe our comments apply to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.

David H. Dingus
AZZ incorporated  January 14, 2011 Page 2    Form 10-K for the Fiscal Year Ended February 28, 2010

 Item 1. Business, page 1

 Electrical and Indus trial Products Se gment, page 1

1. Provide all of the revenue information requi red by Item 101(d) of Regulation S-K.
You provided internationa l sales data for only your  last fiscal year.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 14
 Overview, page 14

2. Expand your overview section to provide a more robust executive-level discussion
that identifies the most important themes  or other significant matters with which
management is primarily concerned when evaluating the company’s financial condition and operating results.  A go od introduction or overview would:

• include economic or industry -wide factors relevant to  the company.  We note,
for example, that historically revenue s from you galvanizing services segment
follow closely the condition of the indus trial sector of the general economy;
• to the extent necessary or useful to  convey this information, discuss the
company’s principal line(s)  of business, location or  locations of operations,
and principal products and services (but an introduction should not merely duplicate disclosure in the descri ption of business section); and
• provide insight into material opportunities , challenges and risks, such as those
presented by known material trends  and uncertainties, on which the
company’s executives are most focused for both the short and long term, as well as the actions they are taking to address these opportunities, challenges,
and risks.  For example, you might discu ss backlog trends in  your electrical
and industrial products segment.  As another example, you might discuss your
stated strategy to continue the geographic expansion of your galvanizing services segment through acquisitions.

• For more information, refer to Part III.A. of the Commission Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Release Nos. 33-8350, dated December 29, 2003).

David H. Dingus
AZZ incorporated  January 14, 2011 Page 3   Liquidity and Capital Resources, page 19

3. Expand your current disclosure to provide a discussion of long-term liquidity.  Note
that we consider long-term li quidity to be the period of time in excess of the next 12
months.  See Instruction 5 to Item 303(a) of Regulation S-K.
 Definitive Proxy Statement

 Potential Payments Upon Termination or Change of Control, page 29

4. Include as exhibits your employment agr eements with Messrs. Dingus and Perry and
the respective change of control agreements for your named executive officers.  Briefly describe the material terms of the employment agreements referenced above.
See Item 601(b)(10) of Regulation S-K.
 Form 10-Q for the Period Ended August 31, 2010

 Item 1. Legal Proceedings, page 22

5. We are unable to find the memorandum of understanding with plaintiffs from the
North American Galvanizing & Coatings, Inc. stockholder complaint.  Please file this
agreement promptly, or tell us  why it need not be filed.

 In responding to our comments, please provi de a written 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.

David H. Dingus
AZZ incorporated  January 14, 2011 Page 4
You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Robert
Littlepage, Accountant Branch Chief, at  202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
     /s/ Robert Bartelmes for
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r