SecProbe.io

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May 13, 2005

Mail Stop 0306

E. J. Elliott, Chairman and Chief Executive Officer
Gencor Industries Inc.
5201 North Orange Blossom Trail
Orlando, Florida 32810

Via U S Mail and FAX [(407) 299-8241]

Re:	Gencor Industries Inc.
	Form 10-K for the fiscal year ended September 30, 2004
	Form 10-Q for the fiscal quarter ended December 31, 2004
	File No. 1-11703

Dear Mr. Elliott:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment 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
supplemental information so we may better 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 overall disclosure in your filing.
We look forward to working with you in these respects.  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. E. J. Elliott
Gencor Industries Inc.
May 13, 2005
Page 2

Form 10-K for fiscal 9/30/04

Management`s Discussion and Analysis

Results of Operations - Page 9

1. Please make reasonably detailed disclosure about the factors
responsible for the $9 million increase in domestic sales in 2004.
In general, MD&A should identify, quantify and describe factors
responsible for material changes in financial statement items.

2. We see that you "consolidated a portion of the UK operation in
the
US operation to better control costs and margins."  As set forth
in
SAB Topic 5-P, MD&A should present detailed disclosure about the
nature, the extent, the timing and the anticipated affects of
restructuring actions.  Refer to the disclosure requirements of
SAB
Topic 5-P and appropriately expand.  Similarly, the notes to
financial statements should include any disclosure required by FAS
146.

Liquidity and Capital Resources - Page 10

3. We see that the discussion is highly summarized and does not
address cash flows.  Please expand to address the primary drivers
of
and other material factors necessary to an understanding of your
cash
flows.  Please refer to Release No. 33-8350 - Commission Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations and appropriately expand.

Contractual Obligations - Page 11

4. The credit facility matures in 2006.  Accordingly, the amount
for
long-term debt should appear under the maturity category that
includes that year.  For purposes of this disclosure it is not
appropriate to assume that the debt is renewed or that the
maturity
is extended before such event actually occurs, if ever. Please
revise.

Mr. E. J. Elliott
Gencor Industries Inc.
May 13, 2005
Page 3

Critical Accounting Polices, Estimates and Assumptions - Page 11

5. Critical accounting policy disclosure should provide insight
about
complex judgments, estimates and uncertainties that underlie your
key
accounting policies.  That information should generally expand
upon
and not merely repeat your basic accounting policies.   Your
disclosures do not appear to achieve the objectives of the
disclosure
since it they are essentially factual statements of the basic
policies copied from financial statement Note 1.  Please revise to
make disclosure about complex estimates, judgments and
uncertainties
associated with critical accounting policies, including disclosure
about the susceptibility of those estimates and judgments to
change.
Refer to FR-60 and Exchange Act release 34-48960 for further
guidance.

6. We see the significance of assets associated with discontinued
businesses.  We also see that those assets have been held for sale
for several years.  Tell us why estimation of the carrying amounts
of
those assets is not a critical accounting estimate.

Financial Statements

Report of Independent Registered Public Accounting Firm - Page 14

7. The audit report refers to the reports of other auditors.  When
an
auditor has relied on reports of other auditors, those reports
must
be presented as required by Rule 2-05 of Regulation S-X.  In an
amendment, please present these reports in the filing immediately
after the report from your auditor.

Consolidated Balance Sheets - Page 15

8. We see foreign properties held for sale, that you discontinued
foreign operations in Brazil and that you apparently shuttered
some
operations in the United Kingdom.  You attribute the accumulated
other comprehensive loss to currency translation adjustments.
Tell
us which businesses are responsible for the accumulated
translation
losses.  Also tell us how the accumulated foreign currency
translation adjustment has been considered in determining gains
and
losses on disposal and in assessing the recoverability of assets
held
for disposal.  Show us that you have properly applied the
requirements of FAS 52 in accounting for accumulated translation
adjustments associated with discontinued businesses and disposed
businesses.

Mr. E. J. Elliott
Gencor Industries Inc.
May 13, 2005
Page 4

Notes to the Financial Statements

Note 1, Nature of Operations and Significant Accounting Policies -
Page 20

--Property and Equipment - Page 20

9. With respect to the UK property and equipment from discontinued
operations, expand to make disclosure about the plan for and
status
of disposition, and disclose how fair value was determined. It
appears that assets associated with this operation have been held
for
disposal for at least three years.  Accordingly, MD&A and the
notes
to financial statements should provide robust disclosure about why
the carrying amount is recoverable.

10. We see that you also own a 300,000 square foot facility held
for
sale in Brazil.   Please make footnote about that facility,
including
the carrying amount.  Also make disclosure about the plan for and
status of the disposition.  If the property has been held for sale
for more than one year, make disclosure about the delay.  That is,
what is responsible for the extended period for disposal?

11. As a related matter, in a supplemental response, tell us why
the
properties have not been disposed, tell us how you valued the
properties and explain why the carrying amounts are recoverable.
It
appears that the properties have been held for disposal for at
least
three years.  Demonstrate that there is no unrecorded impairment.

--Investment in Unconsolidated Investees - Page 21

12. Clarify in expanded disclosure why you have "no basis" in the
Carbontronics investment.

13. Please make more detailed disclosure about the underlying
operations of the Carbontronics entities, including more detail
about
the structure, ownership and management of these entities. The
disclosure should be more detailed and specific than that
presented
under Item 1 "Business."

14. You state that earnings from the Carbontronics entities are
"dependent on tax credits (adjusted for operating losses at the
fuel
plants)."  In expanded disclosure, please further clarify what
that
means.  What is the nature of these tax credits and how are they
generated and realized?  How are these credits and your earnings
therefrom "adjusted for operating losses" of the plants?  We also
see
that your income from these entities is

Mr. E. J. Elliott
Gencor Industries Inc.
May 13, 2005
Page 5

recorded when received.  Clarify why that practice conforms to
GAAP.
While we see the uncertainty arising from the IRS matter, clarify
why
these credits are not recorded as earned.

15. As part of the Carbontronics arrangement, we see that you hold
a
25% interest in the general partner.  As an investor in the
general
partner, tell us why you should not accrue operating losses under
the
equity method. Tell us why you do not have exposure for losses in
excess of basis for that investment.  The response should fully
explain why your application of the equity method is appropriate.

16. We see the significance of the equity in earnings from
Carbontronics in 2003 and 2002.  Accordingly, you should expand to
provide summary financial data for these entities.  Refer to Rule
4-
08(g) to Regulation S-X.

17. As a related matter, based on the amount of income from
investees
in 2003 and 2002 it appears that audited financial statements for
the
Carbontronics investment are required under Rule 3-09 to
Regulation
S-X. Either provide these financial statements or show us that you
have previously provided them.  Based on the significance
measurements, those financial statements should be audited for
2003
and 2002.  Since the income from that investment for 2004 appears
below the Rule 3-09 thresholds, financial statements for that year
may be unaudited.

18. In a supplemental response, show us that you should not
consolidate the Carbontronics investment under the requirements of
FIN 46.  The response should fully demonstrate your consideration
of
FIN 46 in support of your accounting.

-- Revenues - Page 21

19. In a supplemental response, tell us when you apply percentage
of
completion accounting.  Show us that those instances are
appropriate
under the scope of SOP 81-1.  Please also make more specific
disclosure about when you apply that method.

20. Please expand to clarify how product revenue recognized "as
...
shipped" meets the criteria for revenue recognition in Topic 13 of
the Staff Accounting Bulletins.  That expanded disclosure should
explain how you apply the requirements of the SAB.  Unless not
applicable, expanded disclosure should also address post-shipment
obligations

Mr. E. J. Elliott
Gencor Industries Inc.
May 13, 2005
Page 6

(installation, training, upgrades, etc...) and customer acceptance
protocols, including disclosure about the impact of these matters
on
the timing of revenue.

21. In a supplemental response, tell us how the guidance from EITF
00-21 (multiple element transactions) is considered in your
product
sales revenue practices.

22. We note on page 4 that some products are sold through
independent
dealers and agents.  Please tell us whether revenue is recognized
upon shipment to dealers and agents or upon shipment to third
party
customers of dealers and agents.  If revenue is recognized upon
shipment to dealers and agents tell us why that practice is
appropriate.  The response in support of your policy should be
detailed and specific.

-- Accounting for Stock-Based Compensation - Page 22

23. Tell us why you have not presented disclosure about the pro
forma
compensation impact of employee stock options.  While we see that
no
options were granted in 2004 and 2003, for FAS 123 pro forma
purposes, is there continuing amortization of compensation for
options granted prior to 2003?  Revise or advise.

-- Reporting Segments  - Page 22

24. Expand to clarify how the amounts presented for long-term
assets
reconcile to the related balance sheet amounts. Please also note
that
the long-lived asset disclosure under paragraph 38 to SFAS 131
should
include only tangible assets.  See question 22 to the FASB
publication "Segment Information: Guidance on Applying Statement
131."
25. We read on page 3 that you divide your business into three
product lines.  Expand to provide product line disclosure under
paragraph 37 of SFAS 131 or tell us why that disclosure is not
applicable.

-- Recent Accounting Pronouncements

26. Tell us why you have not presented disclosure about recent
accounting standards.  Refer to SAB 11-M.  Revise or advise,
supplementally and in detail.

Mr. E. J. Elliott
Gencor Industries Inc.
May 13, 2005
Page 7

Note 2, Discontinued Operations - Page 22

27. We see you have not yet disposed of the operations of the food
segment discontinued in 2000.  We also see the amounts you report
in
the table of assets and liabilities are the same as in Note 3 in
the
10-K for Fiscal 2003.  Make more specific disclosure about the
components of the current assets, other assets and current
liabilities, including disclosure about why current assets and
liabilities did not change during 2004. Are the current
liabilities
past due? Also make disclosure about the nature of the long-term
liabilities, including information about due dates and/or
maturities.
You should make full disclosure about the plan for and status of
the
dispositions. Given the extended period, you should also make
detailed disclosure about the reasons why the dispositions are not
complete.

28. Please expand to clarify how the assets and liabilities listed
in
table reconcile to the balance sheet which reports Assets Held for
Sale of $5,449.

29. Tell us where the "current liabilities" are presented in your
balance sheet. Also make clarifying disclosure.  If these
liabilities
have been netted against assets, tell us why the presentation is
appropriate under SFAS 146.

30. It is unclear whether this footnote addresses operations held
for
sale in Brazil, the UK or both. We see, for instance, that the
footnote appears to address a food processing machinery business
in
Brazil while the amount of property and equipment held for sale
appears to be the UK facility identified in Note 1.  Please expand
to
make clear disclosure about the location of the assets and
operations
held for sale. Also clarify the status of the businesses and
facilities.

31. In light of the significance of the assets and liabilities
held
for disposal, MD&A should also include full disclosure about the
discontinued businesses and the status of the disposals, including
timing.  This disclosure should also address the nature and extent
of
uncertainties and estimates associated with the dispositions,
including those associated with valuations.

Note 5, Other Assets - Page 24

32. We see that Deposits have been $3.2 million since 2000.
Please
make disclosure about the nature of and reasons for these
deposits.

Mr. E. J. Elliott
Gencor Industries Inc.
May 13, 2005
Page 8

Note 6, Accrued Expenses - Page 24

33. We see that you report a liability titled "impairment
reserve."
Impairment reserves should normally be netted against the
associated
impaired asset since those reserves do not normally meet the
definition of a liability.  Please reclassify or provide support
for
your presentation in GAAP.

34. Please add footnote disclosure about the nature of and reasons
for the impairment reserve.  Also make disclosure about the bases
in
GAAP, including how the reserve is estimated and periodically
evaluated.

35. In a supplemental response, explain to us why the accounting
for
the impairment reserve conforms to GAAP. Tell us what the reserve
relates to and how it was measured.  Identify the literature under
which the reserve was provided and support that you have
appropriately applied that guidance.

Note 12  Stock Options - Page 27

36. We see that your option plan permits cashless exercise.  Tell
us
more about the terms of the cashless provisions.  Show us that
variable plan accounting is not required under FIN 44.

*  *  *  *  *  *  *

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.  Please file your response letter on EDGAR under
the
label "CORRESP".  When sending supplemental information regarding
this fil