SecProbe.io

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Mail Stop 7010

            September 30, 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 response and have the following
additional 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.

Financial Statements, page 46

Consolidated Statements of Operations, page 47

2. We have reviewed your response to comment four.  Please provide
us
with additional information to help us understand the nature of
services you characterize as "largely ancillary to [product]
sales."
Please also tell us whether these services are billed separately
from
the purchase of your products.

Consolidated Statements of Cash Flows, page 49

3. We have reviewed your response to comment five.  The
definitions
of financing cash flows provided in paragraphs 18 and 20 of SFAS
95
do not include pension obligations acquired in a business
combination.  We note you believe your obligation is analogous to
the
repayment of amounts borrowed.  However, the pension funds were
not
"borrowed" by you or your predecessor.  The obligation was
incurred
as a result of services provided by the employees of your
predecessor.  Payments for services are specifically defined as
operating cash flows by paragraph 23(b) of SFAS 95.
Please provide us with additional detailed information, including
references to appropriate authoritative literature, supporting
your
classification of these cash flows as financing.  Please
separately
address the pension obligation you acquired with the stock of the
Combustion Engineering subsidiaries and the obligation you assumed
in
exchange for a cash payment in 2000.

Warranty Costs, page 53

4. We have reviewed your response to comment eight.  Please note
that
compliance with FIN 45 is a requirement of GAAP and therefore
disclosures specified by FIN 45 should be included in the notes to
your financial statements.  Further, please note that warranty
accruals are not a valuation or qualifying account required to be
disclosed in Schedule II.

Item 9A. Controls and Procedures, page 83
5. We have reviewed your response to comment 11.  Please revise
your
proposed disclosure to clarify that you believe that your
"disclosure" controls and procedures are effective as of December
31,
2004.

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

Note 10 - Business Segments, page 14

6. We have reviewed your response to comment 16.  It is our
understanding that the Oil & Water Technologies reporting segment
is
composed of two major lines of business, a) traditional and
standard
equipment, and b) built to order equipment.  Previously, these
were
reported in separate segments.  You state that these operations
now
comprise a single operating segment.  Since discrete financial
information was previously available, we assume your chief
operating
decision maker no longer regularly reviews standard equipment or
built to order revenues or margins in order to make decisions
about
resources to be allocated.  If true, please confirm this is so.

7. It is unclear how decisions regarding the allocation of
resources
can be made without evaluating standard and built to order results
separately given the different markets and customers served by
these
units.  Please provide us with additional information to help us
understand how this is done.  Also, tell us what consideration you
gave to the possibility that the chief operating decision making
function is, in part, shared by your President.

8. Please also provide us with a copy of the operating results
information provided to your directors at the most recent board
meeting.

9. At a minimum, you should separately disclose your revenues from
standard equipment, built to order equipment and other equipment
for
each period presented in accordance with paragraph 37 of SFAS 131.

*    *    *    *

		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.

    	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.
September 30, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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