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Letter of Correspondence

 Gencor Industries, Inc.

 5201 N. Orange Blossom Trail

 Orlando, Fl 32810

 September 19, 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 quarters ended December 31, 2004 and March 31, 2005

 File No. 1-11703

 The following are our responses to your questions per your letter of August 9, 2005. We believe the following should clarify any potential misunderstandings and
answer your questions. We remain available 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)
We refer to the response to comment 1. You disclose that domestic sales increased by approximately $9 million or in excess of 21%. Expand to disclose the factors responsible for the
material increase in domestic sales. We see your response; however, the existing disclosure is silent with respect to this increase.

A:1)
Net sales for the year ended September 30, 2004 were a decrease from the prior year. We explained the decline was related to reduced foreign sales, and the reasons therefore.
We also disclosed there was an increase in Domestic sales. Since there was no unusual reason for the increase in domestic sales, no further discussion was deemed necessary. In future filings, we will enhance our review of disclosures in an attempt
to provide more robust disclosures.

Q:2)
We refer to the response to comment 2. In a written response, fully describe the nature, timing an extent of the consolidation of the UK operations. Provide an explanation of the
nature and extent of those operations before and after the consolidation. Identify and quantify any accounting changes recognized in connection with that action. Show us in detail how you applied the requirements of SFAS 144 in accounting for the
consolidation action and show us that the application is appropriate in your specific fact pattern. Show us that your financial statements include all of the relevant disclosures required by the literature you applied. We may have further comment
about disclosure upon review of the written response.

A:2)
The UK operations sold, designed, and manufactured asphalt plants and components. Due to low order intake and poor margins the operation was consolidated into our US operations. We
continue to sell, design, and manufacture asphalt plants in the US. Per paragraph A29b. of SFAS 144, since the UK operations are part of a larger cash-flow-generating group (the asphalt plant business) the conditions for reporting as discontinued
operations are not met. A29b. also notes in the example, “The facility is classified as held for sale…”. This is the accounting treatment we used. Note 1 of our financial statements discloses Assets held for sale is comprised of
property and equipment in the UK and is valued at the lower of carrying value or fair value less cost to sell. The consolidation of the operation was also disclosed in the MD&A comparing 2004 to 2003, and 2003 to 2002.

 Liquidity and Capital Resources- Page 10

Q:3)
We see your response to comment 3; however, we see that your operating cash flows vary inconsistently with net earnings and that you cumulatively reported operating cash flows of
less that $500 during the past three years while you reported profits totaling nearly $12 million. Please expand to provide an analysis of cash flows fully reflective of the guidance from FR-72. We see your assertion that the detail about your cash
flows is “laid out in detail on the cash flow statement.” However, while that statement identifies “what” happened, the statement itself does not provide analysis of cash flows, nor does it provide explanation of the operational
factors leading to changes in the components of or movement in cash flows from period to period.

A:3)
You are correct in stating profits totaled nearly $12 million while operating cash flow was less that $500. Clearly the reason for the difference is the income and cash generated
from our investee. This income (before taxes) of almost $15 million is explained on two lines on the cash flow statement and two separate paragraphs in the MD&A. We therefore believe we have followed FR72 in explaining the material items
affecting our operations and cash flow.

Q:4)
We refer to the response to comment 4. Please revise as necessary to appropriately present the contractual obligations table.

A:4)
As we indicated previously, we no longer have any outstanding long-term debt. The credit facility does mature in 2006. It was included in the wrong column in the 9/30/04 Form 10-K.
The 10-K did disclose the fact that the facility matured in 2006 and was expected to be renewed or refinanced at that time. As disclosed in our June 30, 2005 Form 10-Q, we have over $26 million in cash and marketable securities and no long-term
debt. We believe revising the 9/30/04 Form 10-K is not warranted as the classification in the Contractual Obligations table has no ongoing significance.

Q:5)
We refer to the responses to comments 6 and 9. The carrying amount of U.K. assets held for sale exceeds 10% of your assets as of September 30, 2004. Those assets appear to have
been held for sale for more than one year. Expand MD&A to make detailed disclosure about the nature and composition of these assets. Also make detailed disclosure about the plan for and status of the disposition and disclose how you determined
the fair value of the assets. The disclosure should also clarify why you believe the carrying amount is recoverable.

A:5)
The Assets held for sale have been held 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 by written offers for the property. We continue to pursue the maximum value for the Company. We agree to expand on the status of our plans for selling this property in our 9/30/05 Form 10-K.

Q:6)
We refer to the responses to comments 10, 11 and 27. From your disclosures we see that assets attributed to the discontinued operations exceed $8 million (approximately 19% of total
assets at December 31, 2004) and liabilities of those operations exceed $8.5 million (approximately 31% of total liabilities at December 31, 2004). We also see that stockholders’ equity includes a $4.4 million debit for currency
translation and that the operations have been held for disposal for several years. Expand to make clear and detail disclosure about the expected manner and timing of the disposition of the Brazilian business, including specific disclosure about
reasons for the extended period. Disclose why you have not been able to resolve claims associated with this operation and disclose detail about the nature and extent of those claims. Also make disclosure about nature and extent of the difficulties
in “repatriating funds from Brazil.” APB 30 appears to have

 been in effect at the time you initiated the disposition. Under paragraph 14 to that statement, the
original plan for disposition should have included the expected method of disposal and period of completion. Please expand to make detailed disclosure about that plan, including specific disclosure about how and why those plans changed overtime.
Also make clear disclosure about why the amounts of assets and liabilities have not changed from the amounts as of September 30, 2003. While we see your assertion about the net carrying amount of the assets and liabilities, absent a legal right
of offset, an evaluation of materiality based on the net amount does not appear appropriate in GAAP.

A:6)
As disclosed in Note 7 to our Form 10-Q for the quarter ended June 30, 2005, during the quarter, the assets of our discontinued operation in Brazil were disposed of with all
the proceeds used to pay liens and claims against the property, with no significant further obligation to Gencor Industries, Inc. The net assets were fully reserved in 2001 when the other assets of the discontinued operation were sold. Other Assets
of $3.2 million, Property and Equipment of $3.5 million, Accounts Payable, Income and Other Taxes Payable and Accruals of $2.9 million, Other Liabilities of $3.3 million , and Accumulated Translation Loss of $4.3 million were charged to the
impairment reserve with no resulting gain or loss on the disposition. As this was a non-cash investing and financing transaction per SFAS 95, the appropriate disclosures were made in Note 7 and in the MD&A. Since we believe our previous
disclosures were appropriate and this transaction was consummated in the quarter ended June 30, 2005, we believe no additional explanation is warranted.

Q:7)
As a related matter, expand MD&A to provide a description of the components of the assets and liabilities of the discontinued segment. That is, describe the components of the
assets and liabilities as presented in the table on page 23. Also state how you determined the fair value of the assets as of December 31, 2004 and clarify why you believe the valuations are appropriate. Also make disclosure about the expected
manner and timing of liquidation of the liabilities. To the extent liabilities are estimated or contingent, make disclosure about the nature and extent of uncertainties.

A:7)
See response to Question #6 above.

 Financial Statements

 Report of Independent Registered Public Accounting Firm- Page 14

Q:8)
We refer to the response to comment 7. The audit report refers to the work of other auditors. Accordingly, you should provide an audit report for that component of your business as
required by and in conformity with the requirements of Regulation S-X. Alternatively, your auditors may take responsibility for the entire audit in a revised report.

A:8)
Our auditors will take responsibility for the entire audit in future filings. As we stated, the US auditors will perform additional procedures and remove their reference to other
auditors for previous periods as well. This will be done in the current Form 10-K for the year ending September 30, 2005.

 Consolidated Balance Sheets-Page 15

Q:9)
We refer to your response to comment 8. Expand the notes to financial statements to clarify the amounts of the translation adjustment associated with the Brazilian operations and UK
properties held for disposal. Make clarifying disclosure about the accounting for those amounts in line with the response.

A:9)
See response to Question #6 above.

 Note 1. Nature of Operations and Significant Accounting Policies- Page 20 —Investment in Unconsolidated Investees – Page 21

Q:10)
We refer to comment 16. As set forth in Rule 4-08(g) to Regulation S-X, certain summarized disclosures are required for equity method investees when the quantitative thresholds
determined according to guidance from S-X Rule 1-02(w) are met. That rule does not require that you control an investee and only makes reference to Rule 1-02(w) for purposes of defining the computations. That is, the S-X Rule 3-09 disclosures apply
to entities meeting the definition of an equity method investee. You have investment in a general partner and limited liability companies. As provided in guidance set forth in EITF 03-16, D-46 and SOP 78-9 those investments appear to be equity
method investees. While we realize that you account for income from these investees on a cash basis; the entities appear to be, by definition, equity method investees. Accordingly, either provide the disclosures required by Rule 4-08(g) or further
explain in a written response why those disclosures are not required under our rules. We may have further comment upon review of that response.

A:10)
S-X Rule 3-09 begins as follows: “(a) If any of the conditions set forth in § 210.1-02(w), substituting 20 percent for 10 percent in the test used therein to determine
significant subsidiary, …”. The term “subsidiary” is defined in S-X Rule 1-02(x). This rule defines subsidiary as “…an affiliate controlled by such person directly, or indirectly through one or more
intermediaries.” There is no control over these entities.

 S-X Rule 4.08 (g) (ii) also refers to § 210.1-02(w) for criteria to be met for a
significant subsidiary. The two entities which provide us the cash distributions are unaudited partnerships. These are investees, not subsidiaries as defined in the regulations. Also see response to question #12 below.

Q:11)
We refer to comment 17. As a related matter, the financial statement requirements of S-X Rule 3-09 apply to equity method investees meeting the quantitative thresholds set forth in
that rule. That rule does not require that you control the investee and only makes reference to Rule 1-02(w) for purposes of defining the significance computations. As noted above, your investees appear to be equity method entities as defined in
GAAP. Accordingly, compliance with S-X Rule 3-09 requires financial statements when the quantitative criteria are met. Under the definitions from Rule 3-09, it appears that financial statements are required, including audited financial statements
for 2002 and 2003. Either provide those financial statements or further explain in a written response why they are not required under our rules. We may have further comment upon review of that response.

A:11)
See response to question #10 above.

Q:12)
You state that you have a 45% interest in CLLC, a 25% interest in the general partner and a 1/3 voting interest in GP Management Committee. In light of these ownership interests
explain to us in writing why you believe you do not have significant influence over these entities as that notion is applied in U.S. GAAP. Be detailed and specific in supporting your position. The response should fully describe your consideration of
the literature. Refer to APB 18, EITF 03-16, D-46 and SOP 78-9 for guidance. We may have further comment upon review of that response.

A:12)
Yes the Company has a 45% interest in CLLC. CLLC sold four synthetic fuel plants to a limited partnership (“LP”) Carbontronics Synfuel Investors, LP, which is now the
owner of the plants. Future revenue to CLLC is based upon the production of these plants continuing to qualify for tax credits under Section 29 of the Internal Revenue Code, and the ability to economically produce and successfully market
synthetic fuel produced by the plants. If the LP is successful in producing fuel which qualifies for tax credits, sells the synthetic fuel, sells the tax credits to investors, and has sufficient cash flow to cover all operating expenses, then the LP
remits cash to CLLC as additional purchase price for the sale of the plants. CLLC distributes any cash receipts to its investors. CLLC has no other operations. There are no significant assets, liabilities, nor equity on the financial statements for
CLLC. CLLC is not audited and is not controlled by the Company and the Company can not compel an audit of CLLC. There is no equity to be recorded for our investment in CLLC.

 Yes the Company has a 25% interest in the General Partner(“GP”) of
the LP. The GP is a limited liability company and owns .1% of the LP. An administrative member of the GP, not the Company, is responsible for administration of the day-to-day affairs of the GP and LP. The Company is entitled to appoint only one of
the three members of the GP

 Management Committee and has 1/3 voting rights thereof. The Company does not have the ability to control,
remove, or significantly influence the administrative partner. The Company does not accrue operating losses of the GP as the Company has no obligation to f