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Letter of Response to the Securities and Exchange Commission

Chart Industries, Inc.

 One Infinity Corporate Centre Drive

 Garfield
Heights, OH 44125, USA

 Phone: 440.753.1490 Fax: 440.753.1491

 www.chart-ind.com

 May 5, 2005

 VIA EDGAR AND FACSIMILE

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange Commission

 Washington, DC 20549-0519

Re:

Chart Industries, Inc.

10-K for the fiscal year ended December 31, 2004

File No. 1-11442

 Dear Mr. Decker:

 This letter is in response to the staff’s comments for future filings
and requests for supplemental information on the above referenced Form 10-K that were issued in your comment letter dated April 14, 2005. Chart Industries, Inc. (the “Company” or “Chart”) is ever mindful of its disclosure
requirements and responsibilities under the federal securities laws and welcomes this opportunity to respond to the staff’s comments. For your ease of reference, we have chosen to format this letter by reiterating your comments (in bold)
and then following the comment with our supplemental response. Also, all amounts are in thousands of dollars except as otherwise noted.

 Management’s Discussion and Analysis - Pro Forma Combined Company

1.
Notwithstanding your belief that Reorganized Chart’s results of operations, other than cost of sales, interest expense, and financing costs amortization, were not
significantly affected by the adoption of Fresh-Start accounting, it is not appropriate to present and discuss combined results for the nine months ended September 30, 2003 and the three months ended December 31, 2003 as these periods are not
comparable. Please revise your MD&A in future filings to eliminate any financial information that combines the results of the Reorganized Company and Predecessor. Please also disclose and discuss the

 Mr. Rufus Decker

 Accounting Branch Chief

 May 5, 2005

 Page 2

 separate historical results of the Reorganized Company and Predecessor during the year ended December 31, 2003.

 Response

 We respectfully submit to the staff that our Management’s Discussion
and Analysis of Financial Condition and Results of Operations (“MD&A”) presentation complies with the spirit and the letter of Item 303 of Regulation S-K, as interpreted by the Securities & Exchange Commission (the
“Commission” or the “SEC”) and its staff, and provides the investing public with a clear understanding of our results of operations as seen through the eyes of our management.

 In its December 2003 interpretive release regarding MD&A, the Commission
summarized the approach to MD&A as follows:

 MD&A
should be a discussion and analysis of a company’s business as seen through the eyes of those who manage that business. Management has a unique perspective on its business that only it can present. As such, MD&A should not be a recitation
of financial statements in narrative form or an otherwise uninformative series of technical responses to MD&A requirements, neither of which provides this important management perspective.

 We believe that our presentation and comparison of the results of operations
for the twelve months ended December 31, 2003 conforms to management’s view of our business and therefore is an appropriate disclosure format for our MD&A.

 As we prepared our MD&A, we considered recent Commission administrative proceedings and public statements of members of
the Commission and its staff stressing the necessity for MD&A to transcend strict conformity to U.S. generally accepted accounting principles (“GAAP”). For example, on April 10, 2003, Allen Beller, Director, Division of Corporation
Finance, stated that “[t]here are circumstances where it is necessary for companies to use MD&A to fill in the gaps in GAAP. . . . [A]ccounting that conforms to GAAP can still leave out facts that are necessary for a proper material
understanding of a company’s financial condition and results of operations. . . .” In addition, Commissioner Cynthia A. Glassman on September 16, 2003 also took the position that MD&A is designed to fill in the disclosure gaps left by
strict compliance with GAAP, noting that the

 Mr. Rufus Decker

 Accounting Branch Chief

 May 5, 2005

 Page 3

 Commission’s “certification requirements for CEOs and CFOs anticipate that they will use the MD&A and other
means to bridge the gaps in GAAP.” Commissioner Glassman emphasized that the certification requirement “goes beyond being able to show that the financial statements are in technical compliance with GAAP.”

 In preparing our MD&A, we considered the fact that the results of
operations for the nine-month period ended September 30, 2003 and the three-month period ended December 31, 2003 are not necessarily comparable under GAAP due to our adoption of Fresh-Start accounting. We also considered the impact of our 2003
pre-packaged bankruptcy emergence, less than 70 days after making our Chapter 11 filing, on our overall results of operations. While we realize there is no precedent established by the MD&A of other registrants, our review found other examples
of companies emerging from bankruptcy who prepared their MD&A in a similar manner, especially companies like ours that filed pre-packaged bankruptcy plans and emerged quickly with few income statement line items materially impacted by the
bankruptcy. In addition, in an effort to provide the public with the most complete and accurate picture of our predecessor and successor operations and the impact of the bankruptcy, in strict conformity with GAAP, our MD&A devoted significant
narrative and tabular disclosure to a reconciliation of our results of operations from GAAP to our pro-forma combined results for the twelve months ended December 31, 2003.

 Our pre-packaged bankruptcy proceeding, unlike the typical bankruptcy, was commenced and concluded within the same fiscal
quarter of 2003. It significantly impacted our senior debt and equity interests, but not our fundamental results of operations. Also, management continued to view the core results and operations of the business as a composite whole for the twelve
months ended December 31, 2003. As stated in the December 2003 MD&A interpretive release, MD&A is required to provide the level of detailed information that would allow the public to ascertain the likelihood that our past performance was
indicative of future performance. We continue to believe that the best way to assist the public in making this determination is to provide the combined company information for the twelve months ended December 31, 2003 to allow comparative analysis
with our results of operations for the 2002 and 2004 fiscal years.

 We remain concerned that if our MD&A merely reiterated the GAAP financials and presented narrative disclosure in strict reliance on GAAP, without providing

 Mr. Rufus Decker

 Accounting Branch Chief

 May 5, 2005

 Page 4

 the appropriate context in which to analyze the known trends, demands, commitments and uncertainties for the entire twelve
months ended December 31, 2003, we might not adequately meet our disclosure requirements under Item 303 of Regulation S-K as interpreted by the Commission. We have considered presenting MD&A for the nine-month period ended September 30, 2003 and
the three-month period ended December 31, 2003 separately, but believe that such a bifurcated presentation may not provide the same level of analysis of the twelve months ended December 31, 2003 or a meaningful comparison to other periods presented.
We were concerned that by providing the three- and nine-month periods for 2003 on a stand-alone basis we could potentially expose ourselves to a claim that we were obfuscating the trend analysis between periods that is the hallmark of a good
MD&A.

 After weighing these factors, we made the
determination that the current presentation was the best way to comply with both the spirit and the letter of Item 303 of Regulation S-K and fulfill our MD&A mandate to provide investors with a view of the business through the eyes of management
and fill in the disclosure gaps left by a strict reiteration of GAAP numbers.

 If after reviewing the above information, the staff continues to believe the Company’s MD&A presentation should be revised we would be more than happy to discuss your remaining concerns or questions.

 Contractual Obligations

2.
Please revise your table of contractual cash obligations in future filings to include the following:

•

Estimated interest payments on your debt; and

•

Planned funding of pension and other postretirement benefit obligations.

 Because the table is aimed at increasing transparency of cash flow, we believe these payments should be included in the
table. Please also disclose any assumptions you made to derive these amounts. If you choose not to include these payments, a footnote to the table should clearly identify the excluded

 Mr. Rufus Decker

 Accounting Branch Chief

 May 5, 2005

 Page 5

 items and provide any additional information that is material to an understanding of your cash requirements.

 Response

 In future annual filings, the Company will revise the table of contractual
cash obligations to include the following, to the extent applicable, as well as assumptions made to derive the amounts:

•

The estimated interest payments on our debt; and

•

Our planned funding of pension and other postretirement benefit obligations.

Note I - Employee Benefit Plans

3.
Tell us supplementally and revise future filings to clarify the nature of the $2,015 curtailment gain recognized in 2004.

 Response

 The curtailment gain in 2004 relates to the Chart Inc. Retirement Income
Plan that was frozen on December 31, 2004. This plan’s benefit assumptions included, among other things, certain future salary increases that had been recognized in prior service costs and were discontinued when the plan was frozen. As a
result, the Company’s projected benefit obligation was decreased at December 31, 2004 by $2,015, described as “Plan amendments” in the table set forth in Note I – Employee Benefit Plans. Furthermore, the corresponding net pension
liability recognized at December 31, 2004 was increased by an offsetting $2,015, described as a “Curtailment gain” in the table set forth in Note I – Employee Benefit Plans. As a result, no curtailment gain was recorded in 2004, but
rather deferred to be amortized in future years. This gain will be amortized over the average future service of the plan’s active population, which is approximately 13 years. After further consideration, the more appropriate presentation may
have been to classify this deferred curtailment gain in the line item “Unrecognized actuarial loss (gain)” in the table set forth in Note I - Employee Benefit Plans rather than present it in a separate line item called “Curtailment
gain” to derive the net pension liability recognized. We will revise future filings accordingly.

 Mr. Rufus Decker

 Accounting Branch Chief

 May 5, 2005

 Page 6

 The Company will revise future filings to clarify the nature of the $2,015 curtailment gain recognized in 2004.

 Note F - Loss on Insolvent Subsidiary and Note L - Contingencies

4.
We note your loss recognized in connection with the write-off of your net investment in CHEL. Tell us suppementally and revise future filings to identify the material components
of the net investment you wrote off. Address whether you eliminated any CHEL liabilities, and if so, the appropriateness of extinguishing such liabilities under SFAS 140.

 Response

 Please refer to the following table for the identification of the material
components of the net investment that the Company wrote-off related to CHEL.

 Accounts Receivable

$
2,413

 Intercompany Receivables

3,904

 Property Plant & Equipment, Net

2,939

 Other Current Assets

1,168

 Accounts Payable

(1,323
)

 Accrued & Other Current Liabilities

(1,302
)

 Cumulative Translation Adjustment

3,268

 Minimum Pension Liability

2,615

 Net Investment Write-off

$
13,682

 As shown in the table,
there were liabilities eliminated and the Company considered the extinguishment of these liabilities appropriate in accordance with SFAS 140. SFAS 140 requires that a liability be derecognized if and only if either (a) the debtor pays the creditor
and is relieved of its obligation for the liability or (b) the debtor is legally released from being the primary obligor under the liability either judicially or by the creditor. These liabilities were extinguished judicially on March 28, 2003 in
conjunction with CHEL filing for a voluntary administration under the United Kingdom (U.K.) Insolvency Act of 1986 and the subsequent approval on April 1, 2003 of CHEL’s application for voluntary administration and the appointment of an
administrator. At that time, the insolvency administrator assumed control of CHEL, and the Company no longer had control of the assets or liabilities of CHEL. Therefore, we were legally

 Mr. Rufus Decker

 Accounting Branch Chief

 May 5, 2005

 Page 7

 released from being the obligor of these specific liabilities as neither we nor any of our consolidated subsidiaries were
obligors after CHEL ceased to be one of our consolidated subsidiaries.

 The Company will revise future filings to identify the material components of the net investment write-off.

5.
Tell us supplementally and disclose in future filings the major components of the $13,682 impairment charge and where those charges are reflected in your statement of
operations.

 Response

 The major components of the impairment charge of $13,682 are
the same as the material components of the net investment write-off as shown in the table included in the response to comment 4 above. The $13,682 impairment charge was reflected as a component of operating income, “Loss on insolvent
subsidiary”, in the Predecessor Company’s statement of operations for the nine months ended September 30, 2003.

 The Company will revise future filings to identify the major components of the impairment charge.

6.
We note your contingencies surrounding CHEL’s insolvency and have the following comments.

•

Tell us supplementally and revise future filings to address why you do not believe you are legally obligated to fund CHEL’s net pension obligations of $12,000.

•

Tell us supplementally and revise future filings to disclose the amount of claims asserted against the Company.

•

Tell us supplementally and revise future filings to address any other of CHEL’s obligations other than its pension that the Company may be liable for.

 Mr. Rufus Decker

 Accounting Branch Chief

 May 5, 2005

 Page 8

•

Address the potential negative impact of all the contingencies surrounding CHEL’s insolvency as it relates to the Company’s results of operations.

 Response

 The Company does not believe that it is legally obligated to fund
CHEL’s net pension obligation of $12,000 because the pension plan was sponsored by CHEL and therefore CHEL is the primary obligor. Further, as noted in our response to comment 4, CHEL ceased to be one of our consolidated subsidiaries when the
insolvency administrator assumed control of CHEL, and accordingly we ceased to have any obligation to fund the net pension obligation at that time. In addition, all intercompany claims of CHEL against the Company were discharged in the
Company’s bankruptcy. The Company would also supplementally advise the staff that:

•

The Company received information that indicated the pension plan obligations significantly increased from December 31, 2002 to March 2003 primarily due to a decline in plan asset
values and interest rates as well as increased liabilities; however, the $12,000 disclosed was only an estimate of the potential net pension obligation as of March 2003 and was not based upon an actuarial valuation as of that date, as we understood
that a valuation had not been prepared since December 31, 2002.

•

In 2003, the Company obtained correspondence be