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CORRESP
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Correspondence

 January 28,
2011

 United States Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C.
20549-6010

 Attn: Larry Spirgel, Assistant
Director

 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

 AZZ incorporated (the “Company” or “AZZ”) provides the following response to the comment letter dated January 14, 2011 of the Staff of the Securities and Exchange Commission (the
“Letter”) concerning the Company’s Form 10-K for the fiscal year ended February 28, 2010 (the “Form 10-K”), the Definitive Proxy Statement on Schedule 14A for the Company’s 2010 annual shareholders’ meeting
(the “Proxy Statement”) and the Company’s Form 10-Q for the fiscal quarter ended August 3, 2010.

 AZZ has the following responses to the comment letter received from the Staff.

 Form 10-K for the Fiscal Year Ended February 28, 2010

 Item 1, Business, page 1

 Electrical and Industrial Products Segment, page 1

1.      Provide all of the revenue information required by Item 101(d) of
Regulation S-K. You provided international sales data for only your last fiscal year.

 RESPONSE: As noted in the Form 10-K, during the Company’s fiscal year ended February 28, 2010, the Electrical and Industrial Products Segment had international sales of $43.6 million, or 21%
of this segment’s total revenues of $203.5 million. During the fiscal years ended February 28, 2009 and February 29, 2008, the Electrical and Industrial Products Segment had international sales of $50 million and $38.2 million,
respectively, and international sales comprised approximately 21% and 20%, respectively, of this segment’s total revenues.

 Item 7. Management’s Discussion and Analysis of Financial Condition and results of Operation, 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 good introduction or overview
would:

•        include economic or industry-wide factors relevant to the
company. We note, for example, that historically revenues from your galvanizing services segment follow closely the condition of the industrial 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 description 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 those opportunities, challenges, and risks. For example, you might discuss 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).

 RESPONSE: The Company has
noted the Staff’s comments and in future Annual Reports on Form 10-K will expand its 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 during the fiscal year for which the Company is filing such Annual Report on Form 10-K.

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 liquidity to be the period of time in excess of the next
12 months. See Instruction 5 to Item 303(a) of Regulation S-K.

 RESPONSE: The Company has noted the
Staff’s comments and in future Annual Reports on Form 10-K will include an expanded discussion of long-term liquidity.

Definitive Proxy Statement

 Potential Payments Upon Termination or Change of Control, page 29

4.
Include as exhibits your employment agreements 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.

 RESPONSE: The employment agreement with Mr. Dingus and the first amendment thereto
were filed with the SEC as Exhibits 10(11) and 10(12), respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002, and the second amendment to such employment agreement was filed with the SEC as
Exhibit 10(33) to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003. The employment agreement with Mr. Perry and the first amendments thereto were filed with the SEC as Exhibits 10(13) and 10(14),
respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002, and the second amendment to such employment agreement was filed with the SEC as Exhibit 10(34) to the Company’s Annual Report on
Form 10-K for the fiscal year ended February 28, 2003. The change of control agreement with Mr. Dingus was filed with the SEC as Exhibit 10(19) to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28,
2002, and, as discussed on page 30 of the Proxy Statement, the change of control agreement with Mr. Perry is identical (with the exceptions of names and titles) to the change of control agreement with Mr. Dingus. A copy of the change of
control agreement with Mr. Perry is attached hereto as Exhibit A. The form of change of control agreement that has been entered into by all of the Company’s other named executive officers was filed with the SEC as Exhibit 10(18) to
the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002. The Company has furnished on pages 29 through 36 of the Proxy Statement all material information regarding such employment agreements and change of
control agreements that is required to be provided pursuant to Item 402(j) of Regulation S-K.

 In future Annual
Reports on Form 10-K, the Company will file as exhibits all employment agreements, change of control agreements and amendments thereto to the extent such is required by 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.

 RESPONSE: The Company has attached the
Memorandum of Understanding related to the settlement of certain litigation regarding its acquisition of North American Galvanizing & Coatings, Inc. (the “MOU”) as Exhibit (a)(5)(A) to Amendment No. 1 to the Tender Offer
Statement on Schedule TO filed by the Company with the SEC on June 8, 2010 (the “TO Amendment”). In the TO Amendment, the MOU was incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 1 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by North American Galvanizing & Coatings, Inc. with the SEC on June 7, 2010. For the Staff’s convenience, the Company has attached a copy of the MOU as Exhibit B
to this letter.

 AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the
disclosure in its filing. AZZ acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that
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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

 cc:

S. Benton Cantey V, Esq.

Kelly Hart & Hallman LLP

201 Main Street, Suite 2500

Fort Worth, TX 76102

 Exhibit A

AZZ incorporated

 1300 South University Drive, Suite 200

 Fort Worth, Texas 76107

 December 18, 2001

 Mr. Dana L. Perry

 3919 Buena Vista Circle

Granbury, Texas 76049

 Dear Mr. Perry:

 AZZ incorporated (the “Company”) considers it essential to the best interest of its shareholders to foster the
continued employment of key personnel such as yourself (sometimes referred to below as the “Executive”) in the event of a change in control of the Company, whether it be on a friendly or an unfriendly basis. The Company’s Board of
Directors (the “Board”) recognizes that the uncertainty which would result from a change in control could cause key management personnel to terminate their employment at a time that their continued employment is especially critical to the
Company and its shareholders.

 In order to encourage its key management personnel to remain with the Company through a change
in control and its aftermath, and in order to encourage their continued attention and dedication and to avoid the distraction that would exist in the absence of financial security, the Company is proposing that it enter into this letter agreement
(the “Agreement”) with you under which you will receive certain benefits in the event of a change in control, provided you continue in the employment of the Company for the period set forth below

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through March 1, 2002,
provided, however, that commencing on March 1, 2002 and each March 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than by November 30 of the preceding year, the
Company shall have given notice that it does not wish to extend this Agreement and provided, further, that notwithstanding any such notice (the “Notice”) by the Company not to extend, if a Potential Change in Control or a Change in Control
of the Company (each as hereinafter defined) shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect until the latter of (i) the end of the original or extended term; (ii) nine
months beyond the date on which the Potential Change in Control occurred; (iii) twelve months beyond the date on which the Change in Control occurred; (iv) if a Change in Control occurs during the term as extended by (ii) above,
twelve months beyond the date on which that Change in Control occurs; or (v) until all payments, if any, required to be made by the Company or otherwise to you under this Agreement shall have been paid in full.

2. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a)
Cause. A termination shall be for “Cause” if: (i) Executive is convicted of a crime involving moral turpitude or a crime providing for a term of
imprisonment in a federal or state penitentiary; or (ii) Executive commits any willful malfeasance or gross negligence in the discharge of duties to the Company or any of its subsidiaries, having a material adverse effect on the Company or any
of its subsidiaries, their business or reputation; or (iii) Executive fails to correct within five days after written notice from the Board, any specific failure in performance of the duties of the Executive’s position with the Company.

(b)
Disability. “Disability” shall mean, to the extent permitted by law and subject to the Americans with Disabilities Act or any applicable state or local
counterpart, those conditions described in the definition of “disabled” or “disability” under the Company’s long-term disability benefit program.

(c)
Employee Plan. “Employee Plan” shall mean an employee benefit plan of the Company or a trustee or other fiduciary holding securities for such a plan.

(d)
Good Reason. “Good Reason” shall mean, without your express written consent, the occurrence after a Change in Control of the Company of any of the
following circumstances unless, in the case of paragraphs A, B, E, F, G, or H, such circumstances are fully corrected within 15 days of notice, which shall be given by the Executive to the Company, of the existence of such a circumstance:

(A)
The assignment of duties to you inconsistent with your present status as Vice President and Chief Financial Officer of the Company (or such other title or titles as you
may be holding immediately prior to the Change in Control of the Company) or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change in Control of the Company;

(B)
A reduction by the Company in your annual base salary in effect on the date of the Change in Control of the Company;

(C)
The relocation of the Company’s principal executive offices to a location outside of Tarrant County, Texas (or, if different, the metropolitan area in which such
offices are located immediately prior to the change in control of the Company) or the Company’s requiring you to be based anywhere other than a site less than thirty (30) miles from the site where you are now principally based except for
(i) required travel on Company business to an extent substantially consistent with your present business travel obligations and (ii) proposed relocations of which you have already been informed in writing on or prior to the date of this
Agreement or to which you may hereafter consent;

(D)
The failure by the Company, without your consent, to pay to you any portion of your current compensation, after the same shall have become due and payable and within
seven (7) days after receipt by the Company of written notice from you specifying that such compensation is due and has not been paid;

(E)
The failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the Change in Control of the Company which is
material to your total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein on a basis not
materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control of the Company;

(F)
The failure of the Company to continue to provide you with benefits substantially similar to those enjoyed by you under the AZZ incorporated Employee Benefit
Plan & Trust or under any of the Company’s other deferred compensation plans, life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control of the Company, the
taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the Change in Control of the Company, or the failure by the
Company to provide you with the number of paid vacation days to which you are entitled on the basis of any employment contract with you or years of service with the Company in accordance with the Company’s normal vacation policy for officers in
effect at the time of the Change in Control of the Company;

(G)
The failure of the Company to ob