SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

March 19, 2012
Via E-Mail
David R. Demers
Chief Executive Officer Westport Innovations, Inc. 1750 West 75
th Ave., Suite 101
Vancouver, British Columbia
Canada V6P 6G2

 Re: Westport Innovations, Inc.
  Form 40-F for the Fiscal Year Ended December 31, 2011   Filed March 1, 2012   File No. 1-34152
Dear Mr. Demers:

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with respect to this  issue does not precl ude further review by
the Assistant Director group w ith respect to other issues.   At this juncture, we are
asking you to provide us with informa tion so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.  Risk Factors, page 37

Some of our foreign subsidiaries may do busin ess in countries subjec t to U.S. sanctions
and embargoes…, page 47

1. Please tell us whether the sanctione d countries in which your foreign
subsidiaries may do business include Ira n, Syria, Sudan or Cuba, which are
identified by the U.S. Department of State as state sponsors of terrorism and
are subject to U.S. economic sanctions a nd export controls.  In this respect,
please describe to us the nature a nd extent of your past, current, and
anticipated contacts with Iran, Syri a, Sudan or Cuba, whether through

David R. Demers
Westport Innovations, Inc. March 19, 2012 Page 2
 subsidiaries, distributors, re sellers or other di rect or indirect arrangements.
 For instance, we note disclosure in y our Annual Report that your joint venture
Cummins Westport, Inc. is co-owned  by Cummins, Inc. and that you are
dependent on your relationship with Cummins.  We not e from Cummins’
website that it conducts business with Cuba.  We note news articles reporting
that Cummins co-owns the Dong Feng Cummins Engine Company with a Dong Feng company, and that Dong Feng Motor Co. and Dong Feng Automobile conduct business in Iran. We  also are aware of a news article
reporting that Dong Feng Cummins sold e ngines to the military in Sudan.
 We also note that your Annual Report discusses business arrangements with
Volvo, Hyundai and Caterpillar.  Accord ing to Volvo’s website, it conducts
business in Iran and Syria and according to a third party website, its products
are distributed in Sudan.  Accord ing to Hyundai’s website, it conducts
business in Iran, Syria and Sudan.  News articles report that Caterpillar sells
its products in Syria and Sudan.  Pl ease tell us whet her any of these
companies sell your products  or technologies in conn ection with their business
in Iran, Syria, Sudan or Cuba.  Your response should describe any serv ices or products you have provided to
Iran, Syria, Sudan or Cuba, and any ag reements, commercial arrangements, or
other contacts you have had with th e governments of those countries or
entities controlled by those governments.
2. Please discuss the materiality of your contacts with Iran, Syria, Sudan and
Cuba described in response to the foregoing comment and whether those contacts constitute a material investment  risk for your security holders.  You
should address materiality in quantita tive terms, including the approximate
dollar amounts of any associated revenue s, assets, and liabilities for the last
three fiscal years and the subsequent in terim period.  Also, address materiality
in terms of qualitative factors that a reasonabl e investor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a company’s re putation and share value.  Various
state and municipal governments, unive rsities, and othe r investors have
proposed or adopted divestment or simila r initiatives regarding investment in
companies that do business with U.S.-des ignated state sponsor s of terrorism.
Your materiality analysis should addre ss the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria, Sudan and Cuba.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company

David R. Demers
Westport Innovations, Inc. March 19, 2012 Page 3
 and its management are in possession of all facts relating to the company’s disclosure,
they are responsible for the accuracy and adequa cy of the disclosures they have made.
 In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  Please contact Jennifer Hardy, Special C ounsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about  the comments or our review.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f
        Office of Global Security Risk
  cc:  Amanda Ravitz   Assistant Director  Division of Cor poration Finance