SecProbe.io

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Mail Stop 7010

            August 19, 2005

Mr. John U. Clarke
Chief Executive Officer and Chairman of the Board of Directors
NATCO Group Inc.
2950 N. Loop West, 7th Floor
Houston, Texas 77092

	RE:	Form 10-K/A for the Fiscal Year Ended December 31, 2004
		Forms 10-Q for the Quarters Ended March 31 and June 30,
2005
		File No. 1-15603

Dear Mr. Clarke:

		We have reviewed your filing and have the following
comments.  If you disagree with a comment, 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.

Form 10-K/A for the Year Ended December 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions please show us in your response what the revisions will
look like.  Such revisions may be included in your future filings,
including your interim filings where appropriate.

Item 7. - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 23

Critical Accounting Policies and Estimates, page 24

2. Your reference to your significant accounting policies within
your
historical financial statements does not provide the level of
detail
required by SEC Interpretive Release No. 33-8350, SEC Other
Release
No. 33-8040 and SEC Proposed Release No. 33-8098, all of which you
can find on our website at www.sec.gov.  Your critical accounting
policies and estimates section is to focus on those estimates that
are critical to your consolidated financial statements.  The
discussion is to include a discussion of the material assumptions
you
made in arriving at the critical estimate and to also advise an
investor the financial statement impact if actual results differ
from
the estimate made by management.  Please identify all of your
critical policies and estimates and expand your discussion to
address
the following areas:

* Types of assumptions underlying the most significant and
subjective
estimates;

* Sensitivity of those estimates to deviations of actual results
from
management`s assumptions; and

* Circumstances that have resulted in revised assumptions in the
past.

Results of Operations, page 27

3. In circumstances where there is more than one business reason
identified as contributing to a change between periods, please
quantify the incremental impact of each individual business reason
discussed if practicable.

Financial Statements, page 46

Consolidated Statements of Operations, page 47

4. Please revise your statement of operations to separately state
revenues related to products and services as required by Rule 5-
03.1
unless the criteria for combination per Rule 5-03(b) are met.

Consolidated Statements of Cash Flows, page 49

5. Please tell us why your net payments on post-retirement benefit
liability would not be more appropriately classified as an
operating
activity within your consolidated statements of cash flows.  In
this
regard, these cash flows do not appear to relate to the type of
financing activities identified in paragraphs 18 and 20 of SFAS
95.
In this regard, we assume that the underlying obligation relates
to
the historical operating activities of your predecessor.

Note 2 - Summary of Significant Accounting Policies, page 50

6. You indicate that revenues from significant contracts (that is,
traditional equipment or engineered systems contracts greater than
$250,000 and expected to be longer than four months in duration
and
certain automation & control contracts and orders) are recognized
on
the percentage of completion.  We have the following comments in
this
regard:

* Please revise your disclosure to clarify the nature of
traditional
equipment contracts.  Confirm that these contracts would not be
outside the scope of SOP 81-1 as indicated by paragraph 14 of SOP
81-
1.

* Please revise your disclosure to clarify why your revenue
recognition policy does not address the significance of certain
automation & control contracts and orders.  That is, why isn`t the
$250,000 and longer than four months in duration criteria applied
to
your automation & control contracts and orders.

7. Please tell us the amount of revenues recognized for the
periods
presented from contracts not characterized as significant and
therefore not accounted for under the percentage of completion.
We
assume that such amounts are not material or did not have a
material
impact on your results of operations or trends as we do not see
any
mention of these contracts in your Management`s Discussion and
Analysis in your Form 10-K or Form 10-Qs.

Warranty Costs, page 53

8. Please revise to include the disclosure required by paragraph
14
of FIN 45 for each period presented.

Note 7 - Property, Plant and Equipment, Net, page 60

9. We note you continue to carry your Covington, Louisiana
manufacturing facility closed in September 2003 as a non-current
asset held for sale.  Please tell us more regarding the current
status of each of the factors listed in paragraph 30 of SFAS No.
144,
including whether the exception to the one-year sale requirement
provided by paragraph 31 is applicable.  Please also tell us why
you
believe the facility`s carrying value as of December 31, 2004 is
consistent with paragraphs 34-35 of SFAS 144.

Note 10 - Income Taxes, page 65

10. Please disclose in this note or in Management`s Discussion and
Analysis why an additional $2.5 million valuation reserve was
required related to Axsia`s UK entities.

Item 9A. Controls and Procedures, page 83

11. We note that your chief executive officer and chief financial
officer concluded that your disclosure controls and procedures
"...are effective to ensure that the Company is able to collect,
process and disclose the information it is required to disclose in
the reports it files with the SEC within the required time
periods."
This is an incomplete definition of disclosure controls and
procedures per Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
Please revise your disclosure to clarify, if true, that your
officers
concluded that your disclosure controls and procedures are
effective
to ensure that information required to be disclosed by you in the
reports that you file or submit under the Exchange Act is
recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms and to ensure that information
required to be disclosed by you in the reports that you file or
submit under the Exchange Act is accumulated and communicated to
your
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure.  Otherwise,
please simply conclude that your disclosure controls and
procedures
are effective or ineffective, whichever the case may be.  This
comment also applies to your quarterly reports on Form 10-Q.

12. Expand your disclosure to provide additional information
regarding the specific actions you took to correct the material
weakness reported in your Form 10-Q/A for the quarter ended
September
30, 2004.  Refer to 308(c) of Regulation S-K.

13. We note your disclosure that "Except as noted above with
respect
to our cash flow statement control procedures, there has been no
other changes in our internal control over financial reporting
that
occurred during the quarter ended that has materially affected, or
is
reasonably likely to materially affect, the Company`s internal
control over financial reporting."  In future filings, please
revise
to state clearly, if correct, that there were changes in your
internal control over financial reporting that occurred during the
quarter that have materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.

Item 15. Exhibits, Financial Statement Schedules: (2) Financial
Statement Schedules, page 85

14. Please tell us where you have provided the disclosures
required
by Schedule II related to your allowance for doubtful accounts or
revise your disclosure accordingly.

Exhibits 31.1 and 31.2

15. Please note that your certifications must be in the exact form
specified by Item 601 of Regulation S-K.  Please revise the
subordinate clause in paragraph 4(d) to read, "...or is reasonably
likely to materially affect..."  This comment also applies to the
certifications filed with your quarterly reports on Form 10-Q.

Form 10-Q for the Quarter Ended June 30, 2005

Note 10 - Business Segments, page 14

16. Please tell us more about your Oil & Water Technologies
reporting
segment.  Clarify whether this reportable segment is comprised of
aggregated operating segments.  If so, provide tell us how you
have
met the aggregation criteria set forth in paragraph 17 of SFAS No.
131.  Ensure your response includes a comprehensive analysis of
the
sales and gross margins for the last five years for each of the
aggregated operating segments and address any apparent
dissimilarity
in the trends they depict.

Note 12 - Goodwill and Intangible Assets, page 16

17. Please disclose the goodwill allocated to each reportable
segment
in accordance with paragraph 45 of SFAS No. 142.

Item 4. Controls and Procedures, page 33

18. Please revise your disclosure on page 34 to clarify the period
during which there were no changes in internal controls over
financial reporting with material effect.

Form 8-K filed August 4, 2005

Exhibit 99.1

19. Please note that your segment performance measure, when
presented
as on a consolidated basis, is a non-GAAP measure.  Please revise
your future disclosures to comply with Item 100(a) of Regulation G
by
presenting a quantitative reconciliation of Segment Profit to the
most directly comparable GAAP measure, which would be net income
if
Segment Profit is presented as a performance measure.

*    *    *    *

		Please respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* 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.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

    If you have any questions regarding these comments, please
direct
them to Scott Watkinson, Staff Accountant, at (202) 551-3741 or,
in
his absence, Jeanne Baker, Assistant Chief Accountant, at (202)
551-
3691.

								Sincerely,

								Rufus Decker
								Accounting Branch Chief

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Mr. John U. Clarke
NATCO Group Inc.
August 19, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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