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Correspondence

 Gencor Industries, Inc.

 5201 N. Orange Blossom Trail

 Orlando, Fl 32810

 June 21, 2005

 Ms. Jeanne Bennett

 United States Securities
and Exchange Commission

 450 Fifth Street, N.W.

 Washington,
D.C. 20549

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

 The following are our responses to your questions per your letter of May 13, 2005. We believe the following should clarify any potential misunderstandings and answer your
questions. We regret we were unable to arrange a mutually convenient time to discuss your comments and our responses via a meeting or conference call. We welcome any additional questions or comments you may have regarding our filings. Please feel
free to call us at 407-290-6000 to discuss any remaining issues.

 FORM 10-K for
fiscal 9/30/04

 Management’s Discussion and Analysis

 Results of Operations-Page 9

Q: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.

A:1)
The most significant impact on sales was the reduced foreign sales which was discussed. Considering the size in dollars of asphalt plant sales, the $9million represents only 3 or 4
additional sales. There was no unusual reason for the increase in domestic sales, therefore no further discussion was considered necessary. Release 33-8350 also emphasizes that companies should avoid unnecessary duplicative disclosure.

Q: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 the 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.

A:2)
Topic 5-P addresses Restructuring charges. There were no restructuring charges. FAS 146 addresses Exit or Disposal costs. There were no significant Exit or Disposal costs. The UK
consolidation was properly accounted for per paragraph A29 of FAS 144.

 Liquidity and Capital Resources- Page 10

Q: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.

A:3)
We are not a complex company. The detail of cash flows is laid out in detail on the cash flow statement on page 18. As per paragraph D. of release 33-8350, we considered and
determined that all significant sources and uses of cash were readily apparent from the cash flow statement.

 Contractual Obligations- Page 11

Q:4)
The credit facility matures in 2006, Accordingly, the amount for the 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.

A:4)
As you state, the credit facility does mature in 2006. We currently have no long-term debt. When we do have long-term debt, we will include the amounts in the appropriate columns in
our future filings.

Q: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 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
Note1. 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.

A:5)
Clearly the revenue recognition and investment in unconsolidated investees are the two most critical policies. The percent-of-completion estimate is described in paragraph 2 on page
11. There is nothing unusual or non-routine regarding our percent-of-completion accounting nor anything which makes these calculations subject to an unusual degree of susceptibility to change. There is no judgment involved in the investment policy
as income is recorded as received. The uncertainty of future investee income is fully disclosed in paragraph 2 on page 11 and paragraph 3 on page 21. The disclosures are reviewed and modified by our audit committee on a quarterly basis.

Q: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.

A:6)
There are assets of discontinued businesses and liabilities of the discontinued businesses. The net carrying value is insignificant; therefore no significant estimates and changes
in estimates exist. We do not disclose immaterial items which could distract the reader from the critical accounting policies discussed. The assets held for sale are not a result of the discontinued operations.

 Financial Statements

 Report of Independent Registered Public Accounting Firm- Page 14

Q:7)
The audit report refers to the report 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.

A:7)
The subsidiary referred to in the auditor’s report is a UK operation which was audited by an independent UK auditing firm. In 2004, that subsidiary constituted less than 5% of
consolidated assets and revenues. The audit was performed in accordance with the UK Auditing Standards. The UK firm is not registered with the PCAOB, therefore their report was not included in the filing. We will continue to have a full scope
statutory UK audit performed. However, in future filings, the US auditors will remove their reference to other auditors.

 Consolidated Balance Sheets-Page 15

Q: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 had 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.

A:8)
Accumulated translation adjustments of $4.4 million relate to the Brazilian operation and were considered in the recoverability and the resulting impairment reserve relating to that
operation. The accumulated loss account will be adjusted when the disposition of our Brazilian interest is complete per Paragraph 14 of FAS 52. The balance of $1.6 million of accumulated translation adjustments relate to the remaining two UK
facilities. The accumulated loss account will be adjusted when we dispose of our UK interests per Paragraph 14 of FAS 52.

 Notes to the Financial Statements

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

 —Property and Equipment-Page 20

Q: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.

A:9)
The Assets held for sale is not a result of the discontinued operation. The UK property has been held for sale since the summer of 2003. The property is for sale. The value on the
financial statements is at cost, which is not in excess of fair market value. Fair market value was evidenced based on written offers for the property. We continue to negotiate the highest value for the Company. UK property continues to increase in
value.

Q: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?

A:10)
The Brazil property is for sale. Disclosure is in Note 2 on page 23 including the carrying value of the assets and liabilities. The Company’s intention to dispose is also
disclosed in Note 2. The assets are recorded at cost with the liabilities in excess of recorded assets and liabilities shown as an impairment reserve for the entire operation in liabilities. Maximizing value takes an extended amount of time in
certain countries.

Q: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.

A:11)
As discussed in the response to comment #10 above, the carrying value of assets in Brazil, less the related liabilities is minimal and there is no unrecorded impairment. As
discussed in the response to comment #9 above, there is no unrecorded impairment of the UK property held for sale.

 12-18. Investment in Investees. Overall Comments. The accounting for this transaction was reviewed by your office and Ms. Jeanne Bennett in particular in the
winter of 1998 after this transaction originated. The accounting was reviewed by your office without any requested changes, audited by Deloitte & Touche LLP, PricewaterhouseCoopers LLP, and Moore Stephens Lovelace, P.A. since that time, all
consistently concurring with the accounting. In September of 2004, the Miami office of the SEC inquired of the accounting for this investment. Volumes of data were submitted again including the 1998 memoranda and documentation illustrating the
consistent treatment since that date. There has been no disagreement expressed since that information was provided. These investments are not variable interest entities. We have no financial, nor operating control, nor significant influence over
these investees. We have no financial risk, nor obligation to fund losses, or provide operating support, and we are not guarantors of any related debt. Furthermore, while Gencor has a minority interest in the General Partner, the General Partner is
controlled by an administrative partner who is not an affiliate of Gencor, and we do not have the ability to control, remove, or significantly influence the administrative partner. Because Gencor does not control the investees, they are not
considered “subsidiaries” as that term is defined in Section 210.1-02(x) of Regulation S-X.

 -Investment in Unconsolidated Investees-Page 21

Q:12)
Clarify in expanded disclosure why you have “no basis” in the Carbontronics investment.

A:12)
There is zero basis as the Company negotiated this interest as a result of not getting paid timely for the equipment which we manufactured and delivered in the summer of 1998.
Belatedly we were paid in full for the equipment and received these interests as compensation for our forbearance.

Q:13)
Please make a 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.”

A:13)
The disclosure of these operations has been consistent and expanded during the last 6 years. We are minority partners with no control nor liability in the operations. The operations
produce synthetic fuel under Section 29 and as a result qualify for tax credits and operating losses for the investors in the various partnerships. We have no obligation to fund any losses and we receive cash as distributions after the tax credits
are sold and operating losses are covered. There are many uncertainties over which we have no control which make it impossible to predict when and if any income whatsoever may be received, or to accrue such. Accordingly, income from these investees
is recorded only when received.

Q: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 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.

A:14)
See answer #13 above.

Q:15)
As part of the Carbontronics arrangement, we see that you should 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.

A:15)
We do not accrue operating losses as we have no obligation to fund any operating losses, so our basis is not reduced below zero. As disclosed on page 21 of our filing, the General
Partner is an LLC of which we own 25%. As an LLC the liability does not flow to Gencor. Furthermore, the general partner functions through an administrative partner who is not an affiliate of Gencor. We do not have the ability to remove or
significantly influence the administrative partner.

Q: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.

A:16)
Rule 4-08 requires disclosure for “significant subsidiaries”. Section 210.1-02 (x) of the Rule defines “subsidiary” as “an affiliate CONTROLLED directly or
indirectly through one or more intermediaries”. There is no control over these entities. These two entities which provide us the cash distributions are unaudited partnerships. These are investees, not subsidiaries as defined in the regulations.

Q: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 s