SecProbe.io

Mail Stop 3 030
September 3, 2015

Via email
Mr. David R. Demers
Chief Executive Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver,
British Columbia, Canada V6P 6G2

Re: Westport Innovations Inc.
 Form 40 -F for the Fiscal Year Ended December 31, 2014
Filed March 9, 2015
Amendment No. 1 to Form 40 -F for the
  Fiscal Year Ended December 31, 2014
Filed July 23, 2015
File No. 001-34152

Dear Mr. Demers:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please resp ond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Amendment No. 1 to Form 40 -F for the Fiscal Year ended December 31, 2014

Exhibit 99.2

Report of Independent Registered Public Accounting Firm

1. Please have your auditor explain to us how it considered the guidance in paragraph 89 of
PCAOB Auditing Standard No. 5 when dating its report on your financial statements, or
amend the filing to include a report that is dated to comply with that guidance.  In the
amendment, please provide corrected and updated auditor consents. Refer to General
Instructions D(9) of Form 40 -F.

Mr. David R. Demers
Westport Innovations Inc.
September 3, 2015
Page 2

 2. We also note that the Independent Registered Public Accounting Firm’s report on internal
controls over financial reporting says it e xpressed an “unmodified” opinion on your
financial statements.  Please have your auditor revise its report in future filings, including
any amendments to this filing, to clarify that its opinion on your financial statements was
unqualified.  Refer to AU 50 8.10.

Note 4 – Business Combinations, page 14

3. We note from page 16 that the fair market valuation of assets acquired and liabilities
assumed in your acquisition of BAF Technologies, Inc. was based on the results of a
valuation report issued by a third -party valuation firm.  Please revise future filings to
clarify the nature and extent of the third party valuation firm’s involvement and
management´s reliance on the work of the valuation firm.  Refer to Question 141.02 of
the Compliance and Disclosure Inter pretations on Securities Act Sections, which can be
found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm .

Note 7 – Long -term investments, page 20

4. Given the sig nificance of your investment in Cummins Westport Inc. for the years ended
December 31, 2014, 2013 and 2012, respectively, please explain to us your decision not
to include separate financial statements of the investee in this filing.  We note that in your
2013 Form 40 -F you furnished audited financial statements of Cummins Westport Inc. as
of and for the years ended December 31, 2013 and December 31, 2012.

Note 19 – Income Taxes, page 41

5. We note your disclosure that you have not recognized a deferred tax  liability related to
undistributed earnings of certain foreign subsidiaries that are permanent in duration.
Please tell us the amount of the undistributed earnings of foreign subsidiaries that are
considered to be permanent in duration and tell us how you  considered  the need to
provide the disclosures required by ASC 740 -30-50-2.

Note 23 - Segmented information, page 47

6. Tell us how you considered the guidance in ASC 280 -10-55-23 when concluding that
your long -lived assets consist of property, plant and equipment, intangible assets and
goodwill. That guidance indicates that the term Long -lived assets , as used in ASC 280 -
10-50-41, implies hard assets that cannot be readily removed, which would exclude
intangibles.

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 S ecurities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 the y have made.

Mr. David R. Demers
Westport Innovations Inc.
September 3, 2015
Page 3

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 re sponse 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.

You may  contact  Eric Atallah at (202)  551-3663,  or, Jay Webb, Senior  Accountant,  at
(202) 551 -3603 with any questions.  You may  also reach  me at (202) 551 -3662.

Sincerely,

 /s/ Jay Webb for

Kevin Kuhar
Accounting Branch Chief
        Office of Electronics and Machinery