SecProbe.io

Mail Stop 3030
November 13, 2015

Via E -mail
Ashoka Achuthan
Chief Financial Officer
Westport Innovations Inc.
Suite 101, 1750 West 75th Avenue
Vancouver, British Columbia
Canada V6P 6G2

Re: Westport Innovations Inc.
  Registration Statement on Form F-4
Filed  October 20, 2015
  File No.  333-207523

Dear Mr. Achuthan :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

U.S. Federal Income Tax Considerations, page S -4

1. We note your tax disclosure  here and on page ix .  Please view your Q&A and summary
as one section, and avoid  redundancy  in that section  by grouping appropriate tax
information  together .  When revising your document in response to this comment, ensure
that your Q&A/ summary prominently highlights the tax uncertainty and the reasons for
the uncertainty.  If true, also prominently highlight in the Q&A/ summary that
shareholders will not know at the time that they are voting whether the transaction will be
taxable .

Ashoka Achuthan
Westport Innovations Inc .
November 13, 2015
Page 2

 U.S. Federal In come Tax Consequences …, page 67

2. Please file the opinion that Regulation S -K Item 601(b)(8) requires regarding the tax
consequences of the merger that you describe in your prospectus.

Where You Can Find More Information, page 140

3. We note that Fuel Systems  Solutions, Inc.  has not yet filed its Form 10 -Q for the period
ended September 30, 2015.  Please tell us whether you intend to request acceleration of
the effective date of your registration statement only after the Form 10 -Q is filed and
incorpora ted by reference into the registration statement.

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 Act of 193 3 and
all applicable Securities  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 they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Ashoka Achuthan
Westport Innovations Inc .
November 13, 2015
Page 3

 Please contact Brian Soares  at (202) 551 -3580 or me at (202) 551 -3617 with any
questions.

Sincerely,

/s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Matthew J. Guercio
Willkie Farr & Gallagher LLP