SecProbe.io

January 7, 2013

Via E-mail
Mr. Dana Perry
Chief Financial 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 29, 2012
Filed May 10, 2012
  Form 10 -Q for the quarter ended August 31, 2012
Filed October 1, 2012
File No. 001-12777

Dear Mr. Perry

 We have reviewed your filing s and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us w hy in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended February 29, 2012
Segment Operating Income, pages 18 and 20

Form 10 -Q for the qu arterly period ended August 31, 2012
Segment Operating Income, page 16

1. We note that you refer to Total Segment Operating Income  outside of your segment
footnotes . The presentation of a total segment profit or loss measure in any context other
than the AS C 280 -required reconciliation in the footnotes would be deemed a
presentation of a non -GAAP financial measure.   Accordingly, please provide the non -

Mr. Dana Perry
AZZ incorporated
January 7, 2013
Page 2

 GAAP disclosures required under Item 10 of Regulation S -K. Refer to Question 104.04
of the CD&Is at http://ww w.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they
have made.

            In responding to our comments, please provide  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 perso n under the federal securities laws of the United States.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365  or
Carlos Pacho, Senior Assistant Chief Accountant,  at (202) 551 -3835  if you have questions
regarding comments on the financial statements and related matters.  Please contact Jessica
Plowgian, Attorney -Advisor at (202) 551 -3367 or Kathleen Krebs,  Special  Counsel at (202) 551 -
3350 with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director