SecProbe.io

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 January 30, 2026

Jason Crawford
Chief Financial Officer
AZZ INC
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, TX 76107

 Re: AZZ INC
 Form 10-K for the Fiscal Year Ended February 28, 2025
 File No. 001-12777
Dear Jason Crawford:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Document January 23, 2026 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. SiSi Cheng and Ms. Jennifer Thompson      RE: AZZ Inc. Form 10-K for the Fiscal Year Ended February 28, 2025 Form 10-Q for the Fiscal Quarter Ended November 30, 2025 File No. 001-12777 Dear Ms. Cheng and Ms. Thompson, On behalf of AZZ Inc. (the “Company”, “we” or “our”), set forth below is the response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in the letter dated January 16, 2026 with respect to the Form 10-K for the Fiscal Year Ended February 29, 2025 filed on April 21, 2025 (the “Form 10-K”) and the Form 10-Q for the Fiscal Quarter Ended November 30, 2025 filed on January 7, 2026 (the “Form 10-Q”). For your convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response. Form 10-Q for the Fiscal Quarter Ended November 30, 2025 Financial Statements for the Nine Months Ended November 30, 2025 Condensed Consolidated Statements of Cash Flows, page 6 1. We note the $273.2 million distribution on investment in AVAIL joint venture classified within operating activities. We further note from your disclosures in Note 8 that at the time of this distribution, the amount of the distribution exceeded your investment in the AVAIL JV of $107.4 million, resulting in the reduction of your investment in the AVAIL JV to zero and recognition of the excess amount of distribution as a gain. With a view to clarifying how you determined that none of this distribution amount was a return of your investment in the AVAIL JV that would be classified as an investing activity as contemplated by ASC 230-10-45-12(b), please revise your upcoming February 28, 2026 Form 10-K to provide an accounting policy January 23, 2026 Page 2 clarifying whether you have elected to follow the cumulative earnings approach or the nature of the distribution approach when determining the classification of distributions received from equity method investees, and provide similar information to us in your response. Refer to ASC 230-10-45-21D. Response: The Company respectfully acknowledges the Staff’s comment. The Company has elected and will disclose in its upcoming Form 10-K for the year ending February 28, 2026 and future filings, to follow the cumulative earnings approach when determining the classification of distributions received from equity method investees, in accordance with ASC 230-10-45-21D. In future filings, beginning with the Company’s Form 10-K for the year ending February 28, 2026, we will update our accounting policy to include information substantially similar to the following: Investment in Unconsolidated Joint Venture We account for the investment in our joint venture under the equity method of accounting, as we exercise significant influence over, but do not control the joint venture. Investments in unconsolidated joint ventures are initially recorded at fair value, and subsequently increased or decreased for allocations of net income and changes in cumulative translation adjustments. Equity in net income (loss) from the AVAIL JV is allocated based on our 40% economic interest. We record our interest in the joint venture on a one-month lag to allow sufficient time to review and assess the joint venture’s effect on our reported results.     We elected to apply the cumulative earnings approach when determining the classification of distributions received from our equity method investee. Under this approach, distributions are treated as returns on investment and classified as operating cash flows unless the total distributions received, after deducting any amounts previously considered returns of investment, exceed the cumulative equity in earnings recognized to date. In those cases, the excess is treated as a return of investment. We assess our investment in the unconsolidated joint venture for recoverability when events and circumstances are present that suggest there has been a decline in value, and if it is determined that a loss in value of the investment is other than temporary, the investment is written down to its fair value. We do not believe that the value of our equity investment was impaired as of February 28, 2026. The AVAIL JV’s sale of the Electrical Product Group (“EPG”) occurred in May 2025, and AVAIL made a distribution to us in May 2025. Since we record earnings on a one-month lag, we did not record our proportionate share of the earnings from the sale of the EPG until the second fiscal quarter ended August 31, 2025. Had the distribution been made in the same month as the recognition of equity in earnings, we would have had adequate cumulative January 23, 2026 Page 3 earnings to classify the distribution as operating activities in the statement of cash flows. The difference was solely due to the timing of the receipt of the distribution and the recognition of the equity in earnings to which the distribution was related. Below is a summary of the timing of the receipt of the cash distribution and the recognition of our proportionate share of the related equity in earnings: • In the first fiscal quarter ended May 31, 2025, we received a distribution from AVAIL related to the May 2025 sale of the EPG but did not record our proportionate share of the gain on the sale, since equity in earnings are recorded on a one-month lag. The distribution in excess of our investment of $107.4 million was recorded as a gain. • In the first fiscal quarter ended May 31, 2025, we suspended the recognition of equity in earnings of the AVAIL JV until the proportionate share of earnings exceeded the excess distribution previously recognized in earnings. • In the second fiscal quarter ended August 31, 2025, we recorded our proportionate share of AVAIL’s gain on the sale of the EPG. As a result, we had sufficient cumulative earnings for the distribution to be treated as a distribution of earnings and classified as an operating activity in the statement of cash flows. In addition, our proportionate share of earnings exceeded the excess distribution previously recorded in earnings; therefore, we resumed equity method accounting for the AVAIL JV. • For the third fiscal quarter ended November 30, 2025, the distribution was classified as an operating activity in the statement of cash flows because the cumulative earnings exceeded the distribution amount of $273.2 million. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 31 2. We note that when analyzing the change in revenue for each of your segments, you indicate the change resulted from a change in volume, partially offset by a change in selling price. While you have provided management's perspective on the underlying factors contributing to the change in selling price, you have not provided similar insight from management into the underlying factors contributing to the change in volume. We further note that management appears to have insight into these underlying factors based on the disaggregation of revenue by end market provided in Note 5 and the discussion in your third quarter earnings call of strong demand from infrastructure projects. Please revise your analysis of changes in revenue in your upcoming February 28, 2026 Form 10-K to provide management's insight into the underlying factors contributing to changes in volume, in addition to those contributing to changes in selling price. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350. Response: The Company respectfully acknowledges the Staff’s comment. In future filings, beginning with the Company’s Form 10-K for the year ending February 28, 2026, we will expand our January 23, 2026 Page 4 disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations to include information substantially similar to the following (example based on amounts from the 10-Q for the fiscal quarter ended November 30, 2025): Sales for the AZZ Metal Coatings segment increased $26.4 million, or 15.7%, for the current quarter, compared to the prior year quarter. The increase was primarily due to $30.0 million resulting from a higher volume of steel processed, primarily due to increases in the electrical/utility, construction and transportation end markets, and an increase in other sales of $2.1 million. The increase was partially offset by a decrease in price realization of $5.7 million due to product mix. Sales for the AZZ Precoat Metals segment decreased $4.3 million, or 1.8% for the current quarter, compared to the prior year quarter. The decrease is due to a lower volume of coil coated, primarily due to decreases in construction, HVAC and transportation end markets, partially offset by an increase in the average price due to vendor price increases that were passed through to the customer.     If you have any questions or desire further information regarding the Company’s responses, please contact me at (817) 810-5045. Sincerely, /s/ Jason Crawford Jason Crawford Chief Financial Officer JasonCrawford@azz.com 817-810-5045 cc: Thomas E. Ferguson, President and Chief Executive Officer Tara D. Mackey, Chief Legal Officer and Secretary

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 January 16, 2026

Jason Crawford
Chief Financial Officer
AZZ INC
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, TX 76107

 Re: AZZ INC
 Form 10-K for the Fiscal Year Ended February 28, 2025
 Form 10-Q for the Fiscal Quarter Ended November 30, 2025
 File No. 001-12777
Dear Jason Crawford:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-Q for the Fiscal Quarter Ended November 30, 2025
Financial Statements for the Nine Months Ended November 30, 2025
Condensed Consolidated Statements of Cash Flows, page 6

1. We note the $273.2 million distribution on investment in AVAIL joint
venture
 classified within operating activities. We further note from your
disclosures in Note 8
 that at the time of this distribution, the amount of the distribution
exceeded your
 investment in the AVAIL JV of $107.4 million, resulting in the reduction
of your
 investment in the AVAIL JV to zero and recognition of the excess amount
of
 distribution as a gain. With a view to clarifying how you determined
that none of this
 distribution amount was a return of your investment in the AVAIL JV that
would be
 classified as an investing activity as contemplated by ASC
230-10-45-12(b), please
 revise your upcoming February 28, 2026 Form 10-K to provide an
accounting policy
 clarifying whether you have elected to follow the cumulative earnings
approach or the
 nature of the distribution approach when determining the classification
of distributions
 January 16, 2026
Page 2

 received from equity method investees, and provide similar information
to us in your
 response. Refer to ASC 230-10-45-21D.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 31

2. We note that when analyzing the change in revenue for each of your
segments, you
 indicate the change resulted from a change in volume, partially offset
by a change in
 selling price. While you have provided management's perspective on the
underlying
 factors contributing to the change in selling price, you have not
provided similar
 insight from management into the underlying factors contributing to the
change in
 volume. We further note that management appears to have insight into
these
 underlying factors based on the disaggregation of revenue by end market
provided in
 Note 5 and the discussion in your third quarter earnings call of strong
demand from
 infrastructure projects. Please revise your analysis of changes in
revenue in your
 upcoming February 28, 2026 Form 10-K to provide management's insight
into the
 underlying factors contributing to changes in volume, in addition to
those contributing
 to changes in selling price. Refer to Item 303 of Regulation S-K and SEC
Release No.
 33-8350.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact SiSi Cheng at 202-551-5004 or Jennifer Thompson at
202-551-3737
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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November 7, 2024
Jason Crawford
Chief Financial Officer
AZZ Inc.
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, TX 76107
Re:AZZ Inc.
Form 10-K for the Fiscal Year Ended February 29, 2024
File No. 001-12777
Dear Jason Crawford:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

October 1, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Messrs. Robert Arzonetti and Sebastian Gomez Abero

Re:     AZZ Inc.

Form 10-K for the Fiscal Year Ended February 29, 2024

File No. 001-12777

On behalf of AZZ Inc. (the “Company”), set forth below is the response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in the letter dated September 19, 2024 with respect to the Form 10-K for the Fiscal Year Ended February 29, 2024 filed on April 22, 2024 (the “Form 10-K”). For your convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

Form 10-K for the Fiscal Year Ended February 29, 2024

Item 11. Executive Compensation, page 89

1. We note your reference to “Compensation Recovery Analysis Under the Company's Clawback Policies” in your Proxy Statement filed May 28, 2024. It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data.

Response:

The Company respectfully acknowledges the Staff’s comment. The interactive data for the recovery analysis was inadvertently excluded. The Company agrees and has noted for future filings that the interactive data will be included in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual for disclosures where any recovery analysis is conducted.

Please do not hesitate to contact me with any questions regarding this correspondence.

Sincerely,

/s/ Jason Crawford

Jason Crawford

Chief Financial Officer

JasonCrawford@azz.com

817-810-5045

cc:  Thomas E. Ferguson, President and Chief Executive Officer

       Tara D. Mackey, Chief Legal Officer and Secretary

September 19, 2024
Jason Crawford
Chief Financial Officer
AZZ Inc.
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, TX 76107
Re:AZZ Inc.
Form 10-K for the Fiscal Year Ended February 29, 2024
File No. 001-12777
Dear Jason Crawford:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe the
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended February 29, 2024
Item 11. Executive Compensation, page 89
1.We note your reference to "Compensation Recovery Analysis Under the Company's
Clawback Policies" in your Proxy Statement filed May 28, 2024. It appears that you have
not provided your disclosure about your recovery analysis in an Interactive Data File in
accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future
filings where you conduct a recovery analysis, please also include the interactive data.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

September 19, 2024
Page 2
            Please contact Robert Arzonetti at 202-551-8819 or Sebastian Gomez Abero at 202-551-
3578 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

October 21, 2014

Via E-mail
Mr. Paul W. Fehlman
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

Re: AZZ incorporated
Form 10-K for the Year Ended February 28, 2014
Filed April 28, 2014
  File No. 1 -12777

Dear Mr. Fehlman :

We have comple ted our review of your filing .  We remind you that our comment  or
changes to disclo sure in response to our comment  do not foreclose the Commission from taking
any action with respect to the company or 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 th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

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		2014SECResponseOCT

October 14, 2014

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Attn: Larry Spirgel, Assistant Director

RE:  AZZ incorporated

Form 10-K for the Fiscal Year Ended February 28, 2014

Filed April 28, 2014                          File No. 001-12777

We appreciate the staff’s review and comments, as AZZ incorporated (the “Company”) is constantly striving to improve the depth and quality of the Company’s financial reporting to our investors.

We provide the following response to the comment letter dated October 2, 2014 of the staff of the Securities and Exchange Commission (the “Letter”) concerning the Company’s Form 10-K for the fiscal year ended February 28, 2014 (the “Form 10-K”).

Form 10-K for the Fiscal Year Ended February 28, 2014

Notes to Consolidated Financial Statements

11. Operating segment, page 50

1.

 We note from the fourth paragraphs of pages 4 and 5 that international sales provided approximately 18% of your revenues during the year ended February 28, 2014.  We also note from your earnings call of June 27, 2014 that you expect international revenues to continue to increase as a percentage of your total revenues over time.  Please disclose the geographic information required by ASC 280-10-50-41.

RESPONSE: We acknowledge your request and confirm that we will disclose financial information by geographical areas in the footnotes to our consolidated financial statements filed on future Form 10-K and Form 10-Q filings that occur subsequent to the receipt of the Letter.

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings; staff comments or changes to disclosures 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.

Very truly yours,

/s/ Paul W. Fehlman

Paul W. Fehlman

Senior Vice President, Finance

and Chief Financial Officer

October 2, 2014

Via E -mail
Mr. Paul W. Fehlman
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

Re: AZZ incorporated
Form 10-K for the Year Ended  February 28, 2014
Filed April 28, 2014
  File No. 1-12777

Dear Mr. Fehlman :

 We have reviewed your filing and have the following comment.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  P lease comply with the comment in future filings.
Confirm in writing that you will do so and explain to us how you intend to comply.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Form 10 -K for the Fiscal Year Ended February 28, 2014

Notes to Consolidated F inancial Statements

11. Operating segment, page 50

1. We note from the fourth paragraphs of pages 4 and 5 that international sales provided
approximately 18% of your revenues during the year ended February 28, 2014. We also
note from your earnings call of J une 27, 2014 that you expect international revenues to
continue to increase as a percentage of your total revenues over time.   Please disclose the
geographic information required by ASC 280 -10-50-41.

Mr. Paul W. Fehlman
AZZ incorporated
October 2, 2014
Page 2

 We urge all persons who are responsible for the accura cy 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 Exchange Act rules require.   Since the company and its management are
in possession of all facts r elating to a company’s disclosure, they are responsible for the accuracy
and adequacy 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 c omments 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 Christie Wong , Staff Accountant, at (202) 551 -3684  or Joseph  M.
Kempf , Senior Staff Accountant , at (202) 551 -3352  if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

February 12, 2014

Via E-mail
Mr. Dana Perry
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

Re: AZZ incorporated
Form 10 -K for Fiscal Year Ended February 28, 2013
Filed April 29, 2013

Dear Mr. Perry :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
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		secresponsefeb42014

February 4, 2014

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Attn: Larry Spirgel, Assistant Director

RE:  AZZ incorporated

Form 10-K for the Fiscal Year Ended February 28, 2013

Filed April 29, 2013

Form 10-Q for the Fiscal Quarters Ended May 31, 2013

Filed July 3, 2013

File No. 001-12777

We thank you for your comments on our filings in your effort to improve our financial reporting to our investors.

We provide the following response to the comment letter dated February 4, 2014 of the Staff of the Securities and Exchange Commission (the “Letter”) concerning the Company’s Form 10-K for the fiscal year ended February 28, 2013 (the “Form 10-K”), and the Company’s Form 10-Q for the fiscal quarter ended May 31, 2013.

Form 10-Q for the Fiscal Quarter Ended May 31, 2013

6. Acquisition, page 12

1.

 We note in your response to Comment 2 of our letter dated January 16, 2014. In light of the significance of your intangible assets, please disclose the estimated useful life by type of intangible asset.

RESPONSE: We note your comment to comply with the comment above in future filings. We confirm that we will disclose in the footnotes to our consolidated financial statements filed on Form 10-K the estimated life by type of intangible asset.

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings. AZZ acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

February 4 , 2014

Via E-mail
Mr. Dana Perry
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

 RE: AZZ incorporated
Form 10 -K for Fiscal Year Ended February 28, 2013
Filed April 29, 2013
Form 10 -Q for Fiscal Quarters Ended May 31, 2013
Filed July 3, 2013
File No. 001 -12777

Dear Mr. Perry :

We have  reviewed your res ponse letter  and have the following comment .  Please co mply with
this comment  in future filings.  Confirm in writing that you will do so and explain to us how you
intend to comply.

Please respond to this letter within ten 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 circumstances, please tell us why in your response.

After reviewing the information you provide in response  to this comment , we may have
additional comments.

Form 10Q for Fiscal Quarter Ended May 31, 2013

6. Acquisition, page 12

1. We note your response to Comment 2 from our letter dated January 16, 2014.  In light of
the significance of your intangible asse ts, please disclose the estimated useful life by type
of intangible asset.

Mr. Dana Perry
AZZ incorporated
February 4 , 2014
Page 2

 You may contact Christie Wong, Staff Accountant, at (202) 551 -3684  or Robert  S.
Littlepage , Accountant Branch Chief,  at (202) 551 -3361  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

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		secresponsejan302014

January 30, 2014

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Attn: Larry Spirgel, Assistant Director

RE:  AZZ incorporated

Form 10-K for the Fiscal Year Ended February 28, 2013

Filed April 29, 2013

Form 10-Q for the Fiscal Quarters Ended May 31, 2013

Filed July 3, 2013

File No. 001-12777

We thank you for your comments on our filings in your effort to improve our financial reporting to our investors.

We provide the following response to the comment letter dated January 16, 2014 of the Staff of the Securities and Exchange Commission (the “Letter”) concerning the Company’s Form 10-K for the fiscal year ended February 28, 2013 (the “Form 10-K”), and the Company’s Form 10-Q for the fiscal quarter ended May 31, 2013.

Form 10-Q for the Fiscal Quarter Ended May 31, 2013

6. Acquisition, page 12

1.

 We note in your response to Comment 1 of our letter dated January 7, 2014, intangible assets acquired through Aquilex SRO include customer relationships of $57.7 million. Please tell us your methodology for amortizing this asset. If it is amortized on a straight-line basis, please explain to us in detail how a straight-line method of amortization reflects the pattern in which the economic benefits are consumed or otherwise used up, as described in ASC 350-30-35-6.

RESPONSE: We should note that we are still in the process of finalizing our allocation of the purchase price of Aquilex SRO. We expect to have the purchase price allocation finalized by the time we file our Form 10-K for the year end February 28, 2014.

We amortize the customer relationships using the straight-line method. We considered whether an accelerated method would be more indicative of the expected benefit from the acquired customer accounts. After we deliberated with our valuation advisors and legacy management we concluded that the economic benefit of the customer relationships does not dissipate at a more rapid rate in the earlier periods than the later periods. Aquilex SRO provides the energy business with specialty repair and overhaul solutions that improve mechanical integrity and extend component life for customers in the nuclear, fossil power, refining, chemical processing, pulp and waste to energy industries. Aquilex SRO is one of a few service providers that provide these specialized solutions. Because the customers consist of large energy producers, cash flows and the related revenues from these customers can vary over time with revenues inconsistent from year to year. This may be due to outage cycle maintenance or unexpected repairs at one of the customer’s locations that are needed over the life of the customer relationship. For example, Aquilex SRO may earn revenue for outage cycle maintenance in year 1 from a customer, have no revenue in year 2 or 3, earn revenue in year 4 for unexpected repairs and then earn revenue again for outage cycle maintenance in years 9 and 13. Therefore the economic benefit of the customer relationship can be inconsistent over the life but doesn’t dissipate at a faster rate in the earlier years. Based on this information we believe a straight-line method is the most reasonable method. Of course we monitor and evaluate the impairment of customer relationship assets when events and circumstances indicate that the assets might be impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amounts of these assets.

2.

 In addition, we note you have assigned to the customer relationship intangible asset a useful life of 13 years. Please explain to us, in detail, the basis for your conclusion. Specifically, tell us the consideration you gave to the historical customer turnover rate, the pattern of renewing or extending the customer agreements, and any legal or economic effects such as competition and demand that may have impacted the useful life of the acquired asset.

RESPONSE: As discussed above Aquilex SRO is a service provider to the energy business with specialty repair and overhaul solutions that improve mechanical integrity and extend component life for customers in the nuclear, fossil power, refining, chemical processing, pulp and waste to energy industries. Customer lives range from 5 to 20 years. We conducted an analysis which considered the customer attrition rate and revenue growth estimates. Based on this analysis and consultation with our valuation advisors we estimated an average life of 13 years. However, we continue to work with our advisors and external auditors to finalize the purchase price allocation and estimated lives.

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings. AZZ acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

January 16, 2014

Via E-mail
Mr. Dana Perry
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

 RE: AZZ incorporated
Form 10 -K for Fiscal Year Ended February 28, 2013
Filed April 29, 2013
Form 10 -Q for Fiscal Quarters Ended May 31, 2013
Filed July 3, 2013
File No. 001 -12777

Dear Mr. Perry :

We have  reviewed your res ponse letter  and have the following comments.  As noted in
our letter dated January 7, 2014 , we have  limited our review to only your financial statements
and related disclosures and do not intend to expand our review to other portions of your
documents.  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 within ten business days by providing the requested
information  or by advising us when you will provide the requested respon se.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10Q for Fiscal Quarter Ended May 31, 2013

6. Acquisition, page 12

1. We note in your response to Comment 1 of our letter dated January 7, 2014, intangible
assets acquired through Aquilex SRO include customer relationships of $57.7 million.
Please tell us your methodology for am ortizing this asset.  If it is amortized on a straight -
line basis, please explain to us in detail how a straight -line method of amortization

Mr. Dana Perry
AZZ incorporated
January 16, 2014
Page 2

 reflects the pattern in which the economic benefits are consumed or otherwise used up, as
described in ASC 350 -30-35-6.

2. In addition, we note you have assigned to the customer relationship intangible asset a
useful life of 13 years.  Please explain to us, in detail, the basis for your conclusion.
Specifically, tell us the consideration you gave to the historical customer tu rnover rate,
the pattern of renewing or extending the customer agreements, and any legal or economic
effects such as competition and demand that may have impacted the useful life of the
acquired asset.

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684  or Robert S.
Littlepage , Accountant Branch Chief,  at (202) 551 -3361  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Sp irgel
Assistant Director

CORRESP
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		secresponsejan132014

January 13, 2014

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Attn: Larry Spirgel, Assistant Director

RE:  AZZ incorporated

Form 10-K for the Fiscal Year Ended February 28, 2013

Filed April 29, 2013

Form 10-Q for the Fiscal Quarters Ended May 31, 2013 and August 31, 2013

Filed July 3, 2013 and October 2, 2013

File No. 001-12777

We thank you for your comments on our filings in your effort to improve our financial reporting to our investors.

We provide the following response to the comment letter dated January 7, 2014 of the Staff of the Securities and Exchange Commission (the “Letter”) concerning the Company’s Form 10-K for the fiscal year ended February 28, 2013 (the “Form 10-K”), and the Company’s Form 10-Q for the fiscal quarters ended May 31, 2013 and August 31, 2013.

Form 10-Q for the Fiscal Quarter Ended May 31, 2013

6. Acquisition, page 12

1.

 We note that you recognized intangible assets of $85 million as a result of the acquisition of Aquilex SRO. With a view towards providing detailed disclosure in future filings, please tell us the nature of the intangible assets, the useful lives and methodology of amortizing such assets.

RESPONSE: Intangible assets acquired through Aquilex SRO include customer relationship assets ($57,700,000), Trade names ($19,900,000) and Technology related assets ($7,400,000). Amortization periods are estimated at 13, 19 and 6 years respectively. We disclose this information in our annual report on Form 10-K. In future filings we will disclose additional information about intangible assets acquired.

Form 10-Q for the Fiscal Quarter Ended August 31, 2013

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

1.

 Please refer to your letter to us dated February 25, 2013 and your discussion of Total Segment Operating Income on page 17. Total Segment Operating Income is considered a non-GAAP measure when presented outside the financial statement segment footnote. Consequently, whenever you provide such disclosure you should fully comply with the disclosure requirements of Item 10(e) of Regulation S-K. We refer you to Question 104.4 of the CD&I at http://www.sec.gov/divisions/corpfin/guidance/nongaapinerp.htm.

RESPONSE: We have concluded to remove the discussion of Total Segment Operating Income from Management’s Discussion & Analysis and only discuss each respective segments operating income consistent with disclosures required by Accounting Standards Codification 280 included in the footnotes to our financial statements. Our Form 10-Q for the fiscal quarter ended November 30, 2013 filed on January 8, 2014 does not include a discussion of Total Segment Operating Income. We believe this is consistent with Question and Answer 104.02 of the CD&I.

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings. AZZ acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments to not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

January 7, 2014

Via E -mail
Mr. Dana Perry
Chief Financial Officer
AZZ I ncorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

Re: AZZ incorporated
Form 10-K for  Fiscal Year Ended February 28, 2013
Filed April 29, 2013
Form 10 -Q for Fiscal Quarters Ended May 31, 2013 and August 31, 2013
Filed July 3, 2013 and October 2, 2013
  File No. 001-12777

Dear Mr. Perry :

 We have reviewed your filing s and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the followin g comments in
future fil ings.

Please respond to this l etter within ten 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 circumstances, please tell us why in your response.

After r eviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10Q for Fiscal Quarter Ended May 31, 2013

6. Acquisition, page 12

1. We note that you recognized intangible assets of $85 million as a result of the acquisition
of Aquilex SRO.  With a view towards providing detailed disclosure in future filings,
please tell us the nature of the intangible assets, the useful lives and methodology of
amortizing such assets.

Mr. Dana Perry
AZZ incorporated
January 7, 2014
Page 2

 Form 10Q for Fiscal Quarter Ended August 31,  2013

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Segment Operating Income, page 17

2. Please refer to your letter to us dated February 25, 2013 and your discussion of Total
Segment Operating Income on page 17.  Total Segment Operating Income is considered a
non-GAAP measure when presented outside the financial statement segment footnote.
Consequently, whenever you provide such disclosure you should fully comply with the
disclosure requirements of Item 10(e) of Regulation S -K.  We refer you to Question
104.04 of the CD&I at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

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 Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide  a written statement from the com pany
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 t o 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 Christie Wong, Staff Accountant, at (202) 551 -3684 or Robert S.
Littlepage , Accountant Branch Chief,  at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

February 27 , 2013

Via E-Mail:
Mr. Dana Perry
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

Re: AZZ incorporated
Form 10-K for the Fiscal  Year Ended February 29, 2012
Filed May 10, 2012
  File No. 001-12777

Dear Mr. Perry

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director

CORRESP
1
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		azzthirdcommentletter2-25-13

February 25, 2013

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Attn: Larry Spirgel, Assistant Director

RE:  AZZ incorporated

Form 10-K for the Fiscal Year Ended February 29, 2012

Filed May 10, 2012

Form 10-Q for the Period Ended August 31, 2012

Filed October 1, 2012

File No. 001-12777

AZZ incorporated (the “Company” or “AZZ”) hereby confirms, in response to conversations with the Staff of the Securities and Exchange Commission concerning the Company's Form 10-K for the fiscal year ended February 29, 2012 (the “Form 10-K”), and the Company's Form 10-Q for the fiscal quarter ended August 3, 2012 (the “Form 10-Q”), that AZZ will not include a discussion of total segment operating income in the MD&A section of future filings and will limit discussion of total segment operating income to the appropriate segment footnote in such filings (i.e., Note 11 to the financial statements included in the Form 10-K or Note 4 to the financial statements included in the Form 10-Q, as the case may be).

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings. AZZ acknowledges that the Staff's comments or changes to disclosure in response to the Staff's comments to not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

CORRESP
1
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		azz2ndcommentletter1-29-13

January 29, 2013

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Attn: Larry Spirgel, Assistant Director

RE:  AZZ incorporated

Form 10-K for the Fiscal Year Ended February 29, 2012

Filed May 10, 2012

Form 10-Q for the Period Ended August 31, 2012

Filed October 1, 2012

File No. 001-12777

AZZ incorporated (the “Company” or “AZZ”) provides the following response to the comment letter dated January 28, 2013 of the Staff of the Securities and Exchange Commission (the “Letter”) concerning the Company's Form 10-K for the fiscal year ended February 29, 2012 (the “Form 10-K”), and the Company's Form 10-Q for the fiscal quarter ended August 3, 2012 (the “Form 10-Q”).

AZZ has the following responses to the comment letter received from the Staff.

Form 10-K for the Fiscal Year Ended February 29, 2012

Segment Operating Income, pages 18 and 20

Form 10-Q for the quarterly period ended August 31, 2012

Segment Operating Income, page 16

1.

 We note your response to comment one. Your disclosure under Items 7 and 2 of the Form 10-K and Form 10-Q, respectively, refers to your rationale for using “operating income by segment,” which you also presented in the segment footnote pursuant to ASC 280.  Our prior comment refers to total segment operating income, or the sum of all segment operating income (as opposed to operating income by segment), which would be deemed a non-GAAP measure if presented outside the segment footnote.  In future filings, when discussing total segment operating income in the MD&A, please refer to it as a non-GAAP measure and provide the related non-GAAP disclosures, including its reconciliation to the most comparable GAAP measure (Total Income before Income Taxes as reported in the consolidated financial statements).  Refer to Item 10 of Regulation S-K and Question 104.04 of the CD&I's at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

RESPONSE:  We note the comments of the Staff set forth in the Letter.  In the event we include a discussion of total segment operating income in the MD&A of future filings, we will refer to it in such filings as a non-GAAP measure and include a cross reference in the MD&A to the appropriate segment footnote (i.e., Note 11 to the financial statements included in the Form 10-K or Note 4 to the financial statements included in the Form 10-Q, as the case may be).

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings. AZZ acknowledges that the Staff's comments or changes to disclosure in response to the Staff's

comments to not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

January 28, 2013

Via E-Mail:
Mr. Dana Perry
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

Re: AZZ incorporated
Form 10-K for the fiscal year ended February 29, 2012
Filed May 10, 2012
  Form 10 -Q for t he quarterly period ended November 30, 2012
Filed January 9, 2013
File No. 001-12777

Dear Mr. Perry

 We have  reviewed your response letter dated January 14, 2013 and have the following
comments.  Please comply with the following comments in future filings.  Confirm in writing
that you will do so and explain to us how you intend to comply.   In some of our comments, we
may ask you to provide us with  information so we may better understand your disclosure.

Form 10 -K for the Fiscal Year Ended February 29, 2012
Segment Operating Income, pages 18 and 20

Form 10 -Q for the quarterly period ended November 30, 2012
Segment Operating Income, page 16

1. We note your respon se to comment one.  Your disclosure under Item s 7 and 2 of the
Form 10 -K and Form 10 -Q, respectively, refers to your rationale for using “ operating
income by segment ,” which you also presented in the segment footnote pursuant to ASC
280.   Our prior commen t refers to total segment operating  income , or the sum of all
segment operating income (as opposed to operating income by segment ), which would be
deemed a non -GAAP measure if presented outside the segment footnote.  In future
filings, when discussing total segment operating income in the MD&A, please refer to it
as a non -GAAP measure and provide the related non -GAAP disclosures, in cluding its
reconciliation to the most comparable GAAP measure (Total Income before Income
Taxes as reported in the consolidated financial statements).  Refer to Item 10 of
Regulation S -K and Question 104.04 of the CD&Is at
http://www.sec.gov/divisions/cor pfin/guidance/nongaapinterp.htm.

Mr. Dana Perry
AZZ incorporated
January 28, 2013
Page 2

 You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365  or
Carlos Pacho, Senior Assistant Chief Accountant,  at (202) 551 -3835  if you have questions
regarding comments on the financial statements and rel ated matters.  Please contact Jessica
Plowgian, Attorney -Advisor at (202) 551 -3367 or Kathleen Krebs,  Special  Counsel at (202) 551 -
3350 with any other questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director

CORRESP
1
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		seccorr1-14-13

January 14, 2013

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Attn: Larry Spirgel, Assistant Director

RE:  AZZ incorporated

Form 10-K for the Fiscal Year Ended February 29, 2012

Filed May 10, 2012

Form 10-Q for the Period Ended August 31, 2012

Filed October 1, 2012

File No. 001-12777

AZZ incorporated (the “Company” or “AZZ”) provides the following response to the comment letter dated January 7, 2013 of the Staff of the Securities and Exchange Commission (the “Letter”) concerning the Company's Form 10-K for the fiscal year ended February 29, 2012 (the “Form 10-K”), and the Company's Form 10-Q for the fiscal quarter ended August 3, 2012.

AZZ has the following responses to the comment letter received from the Staff.

Form 10-K for the Fiscal Year Ended February 29, 2012

Segment Operating Income, pages 18 and 20

Form 10-Q for the quarterly period ended August 31, 2012

Segment Operating Income, page 16

1.

 We note that you refer to Total Segment Operating Income outside your segment footnotes. The presentation of a total segment profit or loss measure in any context other than the ASC 280-required reconciliation in the footnotes would be deemed a presentation of a non-GAAP financial measure. Accordingly, please provide the non-GAAP disclosures required under Item 10 of Regulation S-K. Refer to Question 104.04 of the CD&I's at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

RESPONSE: References regarding our Total Segment Operating Income on Pages 18 and 20 of Form 10-K and page 16 of Form 10-Q are related to Item 7 and 2, respectively, Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). At the beginning of Item 7 and 2 under Overview and Results of Operations we discuss the two segments we operate in and we disclose “Management believes that analyzing our revenue and operating income by segment is the most meaningful way to analyze our results of operations.  Segment operating income consists of net sales less cost of sales, identifiable selling, general and administrative expenses, and other (income) expense items that are specifically identifiable to a segment. The other (income) expense items included in segment operating income are generally insignificant. For a reconciliation of segment operating income to pretax income, see Note 11 to the Consolidated Financial Statements.”

The discussion and disclosure of Total Segment Operating Income in our MD&A refers specifically to our segment footnote in our financial statements, which is in accordance with ASC Topic 280 and does not differ from this footnote. Therefore we do not believe Total

Segment Operating Income is presented out of context as contemplated by Question 104.4. Further, we note that Question 104.02 of the CD&I's provides that Regulation S-K does not prohibit the discussion in a registrant's MD&A of segment information that is determined in accordance with ASC Topic 280, which, as discussed above, is the case for the segment information disclosed in our MD&A. We have endeavored to apply SEC guidance regarding Management's Discussion and Analysis of Financial Condition and Results of Operations by providing a narrative explanation of our financial statements through management's eyes. In this regard our segment data is relevant to how management views our businesses and is consistent with the purpose of ASC Topic 280.

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings. AZZ acknowledges that the Staff's comments or changes to disclosure in response to the Staff's comments to not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

January 7, 2013

Via E-mail
Mr. Dana Perry
Chief Financial Officer
AZZ incorporated
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas 76107

Re: AZZ incorporated
Form 10-K for the fiscal year ended February 29, 2012
Filed May 10, 2012
  Form 10 -Q for the quarter ended August 31, 2012
Filed October 1, 2012
File No. 001-12777

Dear Mr. Perry

 We have reviewed your filing s and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.

Please respond to this letter within ten 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 circumstances, please tell us w hy in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended February 29, 2012
Segment Operating Income, pages 18 and 20

Form 10 -Q for the qu arterly period ended August 31, 2012
Segment Operating Income, page 16

1. We note that you refer to Total Segment Operating Income  outside of your segment
footnotes . The presentation of a total segment profit or loss measure in any context other
than the AS C 280 -required reconciliation in the footnotes would be deemed a
presentation of a non -GAAP financial measure.   Accordingly, please provide the non -

Mr. Dana Perry
AZZ incorporated
January 7, 2013
Page 2

 GAAP disclosures required under Item 10 of Regulation S -K. Refer to Question 104.04
of the CD&Is at http://ww w.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Please file all correspondence over EDGAR.  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 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 t he 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 comments as a defense in any proceeding initiated by
the Commission or any perso n under the federal securities laws of the United States.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365  or
Carlos Pacho, Senior Assistant Chief Accountant,  at (202) 551 -3835  if you have questions
regarding comments on the financial statements and related matters.  Please contact Jessica
Plowgian, Attorney -Advisor at (202) 551 -3367 or Kathleen Krebs,  Special  Counsel at (202) 551 -
3350 with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

February 4, 2011
 David H. Dingus Principal Executive Officer
AZZ incorporated
One Museum Place, Suite 500 3100 West Seventh Street Fort Worth, Texas 76107
Re: AZZ incorporated
Form 10-K for the Fiscal Year Ended February 28, 2010 Filed May 12, 2010 Definitive Proxy Statement Filed June 1, 2010 Form 10-Q for the Period Ended August 31, 2010 Filed October 1, 2010 File No. 001-12777

Dear Mr. Dingus:
 We have completed our review of your f ilings and do not have any further comments
at this time.

Sincerely,
     /s/ Robert Bartelmes for
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
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Correspondence

 January 28,
2011

 United States Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C.
20549-6010

 Attn: Larry Spirgel, Assistant
Director

 RE:  AZZ
incorporated

 Form 10-K for the Fiscal Year Ended
February 28, 2010

 Filed may 12, 2010

 Definitive Proxy
Statement

 Filed June 1,
2010

 Form 10-Q for the Period Ended
August 31, 2010

 Filed October 1,
2010

 File
No. 001-12777

 AZZ incorporated (the “Company” or “AZZ”) provides the following response to the comment letter dated January 14, 2011 of the Staff of the Securities and Exchange Commission (the
“Letter”) concerning the Company’s Form 10-K for the fiscal year ended February 28, 2010 (the “Form 10-K”), the Definitive Proxy Statement on Schedule 14A for the Company’s 2010 annual shareholders’ meeting
(the “Proxy Statement”) and the Company’s Form 10-Q for the fiscal quarter ended August 3, 2010.

 AZZ has the following responses to the comment letter received from the Staff.

 Form 10-K for the Fiscal Year Ended February 28, 2010

 Item 1, Business, page 1

 Electrical and Industrial Products Segment, page 1

1.      Provide all of the revenue information required by Item 101(d) of
Regulation S-K. You provided international sales data for only your last fiscal year.

 RESPONSE: As noted in the Form 10-K, during the Company’s fiscal year ended February 28, 2010, the Electrical and Industrial Products Segment had international sales of $43.6 million, or 21%
of this segment’s total revenues of $203.5 million. During the fiscal years ended February 28, 2009 and February 29, 2008, the Electrical and Industrial Products Segment had international sales of $50 million and $38.2 million,
respectively, and international sales comprised approximately 21% and 20%, respectively, of this segment’s total revenues.

 Item 7. Management’s Discussion and Analysis of Financial Condition and results of Operation, page 14

2.       Expand your overview section to provide a more robust executive-level
discussion that identifies the most important themes or other significant matters with which management is primarily concerned when evaluating the company’s financial condition and operating results. A good introduction or overview
would:

•        include economic or industry-wide factors relevant to the
company. We note, for example, that historically revenues from your galvanizing services segment follow closely the condition of the industrial sector of the general economy;

•

 to the extent necessary or useful to convey this information, discuss the company’s principal line(s) of business, location or locations of
operations, and principal products and services (but an introduction should not merely duplicate disclosure in the description of business section); and

•

 provide insight into material opportunities, challenges and risks, such as those presented by known material trends and uncertainties, on which the
company’s executives are most focused for both the short and long term, as well as the actions they are taking to address those opportunities, challenges, and risks. For example, you might discuss backlog trends in your electrical and
industrial products segment. As another example, you might discuss your stated strategy to continue the geographic expansion of your galvanizing services segment through acquisitions.

•

 For more information, refer to Part III.A of the Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Release Nos. 33-8350, dated December 29, 2003).

 RESPONSE: The Company has
noted the Staff’s comments and in future Annual Reports on Form 10-K will expand its overview section to provide a more robust executive-level discussion that identifies the most important themes or other significant matters with which
management is primarily concerned when evaluating the Company’s financial condition and operating results during the fiscal year for which the Company is filing such Annual Report on Form 10-K.

Liquidity and Capital resources, page 19

3.
Expand your current disclosure to provide a discussion of long-term liquidity. Note that we consider long-term liquidity to be the period of time in excess of the next
12 months. See Instruction 5 to Item 303(a) of Regulation S-K.

 RESPONSE: The Company has noted the
Staff’s comments and in future Annual Reports on Form 10-K will include an expanded discussion of long-term liquidity.

Definitive Proxy Statement

 Potential Payments Upon Termination or Change of Control, page 29

4.
Include as exhibits your employment agreements with Messrs. Dingus and Perry and the respective change of control agreements for your named executive officers. Briefly
describe the material terms of the employment agreements referenced above. See Item 601(b)(10) of Regulation S-K.

 RESPONSE: The employment agreement with Mr. Dingus and the first amendment thereto
were filed with the SEC as Exhibits 10(11) and 10(12), respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002, and the second amendment to such employment agreement was filed with the SEC as
Exhibit 10(33) to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003. The employment agreement with Mr. Perry and the first amendments thereto were filed with the SEC as Exhibits 10(13) and 10(14),
respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002, and the second amendment to such employment agreement was filed with the SEC as Exhibit 10(34) to the Company’s Annual Report on
Form 10-K for the fiscal year ended February 28, 2003. The change of control agreement with Mr. Dingus was filed with the SEC as Exhibit 10(19) to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28,
2002, and, as discussed on page 30 of the Proxy Statement, the change of control agreement with Mr. Perry is identical (with the exceptions of names and titles) to the change of control agreement with Mr. Dingus. A copy of the change of
control agreement with Mr. Perry is attached hereto as Exhibit A. The form of change of control agreement that has been entered into by all of the Company’s other named executive officers was filed with the SEC as Exhibit 10(18) to
the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002. The Company has furnished on pages 29 through 36 of the Proxy Statement all material information regarding such employment agreements and change of
control agreements that is required to be provided pursuant to Item 402(j) of Regulation S-K.

 In future Annual
Reports on Form 10-K, the Company will file as exhibits all employment agreements, change of control agreements and amendments thereto to the extent such is required by Item 601(b)(10) of Regulation S-K.

Form 10-Q for the Period Ended August 31, 2010

 Item 1. Legal Proceedings, page 22

5.
We are unable to find the memorandum of understanding with plaintiffs from the North American Galvanizing & Coatings, Inc. stockholder complaint. Please file
this agreement promptly, or tell us why it need not be filed.

 RESPONSE: The Company has attached the
Memorandum of Understanding related to the settlement of certain litigation regarding its acquisition of North American Galvanizing & Coatings, Inc. (the “MOU”) as Exhibit (a)(5)(A) to Amendment No. 1 to the Tender Offer
Statement on Schedule TO filed by the Company with the SEC on June 8, 2010 (the “TO Amendment”). In the TO Amendment, the MOU was incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 1 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by North American Galvanizing & Coatings, Inc. with the SEC on June 7, 2010. For the Staff’s convenience, the Company has attached a copy of the MOU as Exhibit B
to this letter.

 AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the
disclosure in its filing. AZZ acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that
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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

 cc:

S. Benton Cantey V, Esq.

Kelly Hart & Hallman LLP

201 Main Street, Suite 2500

Fort Worth, TX 76102

 Exhibit A

AZZ incorporated

 1300 South University Drive, Suite 200

 Fort Worth, Texas 76107

 December 18, 2001

 Mr. Dana L. Perry

 3919 Buena Vista Circle

Granbury, Texas 76049

 Dear Mr. Perry:

 AZZ incorporated (the “Company”) considers it essential to the best interest of its shareholders to foster the
continued employment of key personnel such as yourself (sometimes referred to below as the “Executive”) in the event of a change in control of the Company, whether it be on a friendly or an unfriendly basis. The Company’s Board of
Directors (the “Board”) recognizes that the uncertainty which would result from a change in control could cause key management personnel to terminate their employment at a time that their continued employment is especially critical to the
Company and its shareholders.

 In order to encourage its key management personnel to remain with the Company through a change
in control and its aftermath, and in order to encourage their continued attention and dedication and to avoid the distraction that would exist in the absence of financial security, the Company is proposing that it enter into this letter agreement
(the “Agreement”) with you under which you will receive certain benefits in the event of a change in control, provided you continue in the employment of the Company for the period set forth below

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through March 1, 2002,
provided, however, that commencing on March 1, 2002 and each March 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than by November 30 of the preceding year, the
Company shall have given notice that it does not wish to extend this Agreement and provided, further, that notwithstanding any such notice (the “Notice”) by the Company not to extend, if a Potential Change in Control or a Change in Control
of the Company (each as hereinafter defined) shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect until the latter of (i) the end of the original or extended term; (ii) nine
months beyond the date on which the Potential Change in Control occurred; (iii) twelve months beyond the date on which the Change in Control occurred; (iv) if a Change in Control occurs during the term as extended by (ii) above,
twelve months beyond the date on which that Change in Control occurs; or (v) until all payments, if any, required to be made by the Company or otherwise to you under this Agreement shall have been paid in full.

2. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a)
Cause. A termination shall be for “Cause” if: (i) Executive is convicted of a crime involving moral turpitude or a crime providing for a term of
imprisonment in a federal or state penitentiary; or (ii) Executive commits any willful malfeasance or gross negligence in the discharge of duties to the Company or any of its subsidiaries, having a material adverse effect on the Company or any
of its subsidiaries, their business or reputation; or (iii) Executive fails to correct within five days after written notice from the Board, any specific failure in performance of the duties of the Executive’s position with the Company.

(b)
Disability. “Disability” shall mean, to the extent permitted by law and subject to the Americans with Disabilities Act or any applicable state or local
counterpart, those conditions described in the definition of “disabled” or “disability” under the Company’s long-term disability benefit program.

(c)
Employee Plan. “Employee Plan” shall mean an employee benefit plan of the Company or a trustee or other fiduciary holding securities for such a plan.

(d)
Good Reason. “Good Reason” shall mean, without your express written consent, the occurrence after a Change in Control of the Company of any of the
following circumstances unless, in the case of paragraphs A, B, E, F, G, or H, such circumstances are fully corrected within 15 days of notice, which shall be given by the Executive to the Company, of the existence of such a circumstance:

(A)
The assignment of duties to you inconsistent with your present status as Vice President and Chief Financial Officer of the Company (or such other title or titles as you
may be holding immediately prior to the Change in Control of the Company) or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change in Control of the Company;

(B)
A reduction by the Company in your annual base salary in effect on the date of the Change in Control of the Company;

(C)
The relocation of the Company’s principal executive offices to a location outside of Tarrant County, Texas (or, if different, the metropolitan area in which such
offices are located immediately prior to the change in control of the Company) or the Company’s requiring you to be based anywhere other than a site less than thirty (30) miles from the site where you are now principally based except for
(i) required travel on Company business to an extent substantially consistent with your present business travel obligations and (ii) proposed relocations of which you have already been informed in writing on or prior to the date of this
Agreement or to which you may hereafter consent;

(D)
The failure by the Company, without your consent, to pay to you any portion of your current compensation, after the same shall have become due and payable and within
seven (7) days after receipt by the Company of written notice from you specifying that such compensation is due and has not been paid;

(E)
The failure by the Company to continue in effect any compensation plan in which you participate immediately prior to the Change in Control of the Company which is
material to your total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein on a basis not
materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control of the Company;

(F)
The failure of the Company to continue to provide you with benefits substantially similar to those enjoyed by you under the AZZ incorporated Employee Benefit
Plan & Trust or under any of the Company’s other deferred compensation plans, life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control of the Company, the
taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the Change in Control of the Company, or the failure by the
Company to provide you with the number of paid vacation days to which you are entitled on the basis of any employment contract with you or years of service with the Company in accordance with the Company’s normal vacation policy for officers in
effect at the time of the Change in Control of the Company;

(G)
The failure of the Company to ob

January 14, 2011
 David H. Dingus Principal Executive Officer
AZZ incorporated
One Museum Place, Suite 500 3100 West Seventh Street Fort Worth, Texas 76107
Re: AZZ incorporated
Form 10-K for the Fiscal Year Ended February 28, 2010 Filed May 12, 2010 Definitive Proxy Statement Filed June 1, 2010 Form 10-Q for the Period Ended August 31, 2010 Filed October 1, 2010 File No. 001-12777
 Dear Mr. Dingus:
 We have reviewed your filings 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 respond to this letter within ten business days and indicate that you will
comply with our comments in future filings.  Confirm in writing that you will do so and also
explain to us how you intend to comply.  If  you do not believe our comments apply to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.

David H. Dingus
AZZ incorporated  January 14, 2011 Page 2    Form 10-K for the Fiscal Year Ended February 28, 2010

 Item 1. Business, page 1

 Electrical and Indus trial Products Se gment, page 1

1. Provide all of the revenue information requi red by Item 101(d) of Regulation S-K.
You provided internationa l sales data for only your  last fiscal year.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 14
 Overview, page 14

2. Expand your overview section to provide a more robust executive-level discussion
that identifies the most important themes  or other significant matters with which
management is primarily concerned when evaluating the company’s financial condition and operating results.  A go od introduction or overview would:

• include economic or industry -wide factors relevant to  the company.  We note,
for example, that historically revenue s from you galvanizing services segment
follow closely the condition of the indus trial sector of the general economy;
• to the extent necessary or useful to  convey this information, discuss the
company’s principal line(s)  of business, location or  locations of operations,
and principal products and services (but an introduction should not merely duplicate disclosure in the descri ption of business section); and
• provide insight into material opportunities , challenges and risks, such as those
presented by known material trends  and uncertainties, on which the
company’s executives are most focused for both the short and long term, as well as the actions they are taking to address these opportunities, challenges,
and risks.  For example, you might discu ss backlog trends in  your electrical
and industrial products segment.  As another example, you might discuss your
stated strategy to continue the geographic expansion of your galvanizing services segment through acquisitions.

• For more information, refer to Part III.A. of the Commission Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations (Release Nos. 33-8350, dated December 29, 2003).

David H. Dingus
AZZ incorporated  January 14, 2011 Page 3   Liquidity and Capital Resources, page 19

3. Expand your current disclosure to provide a discussion of long-term liquidity.  Note
that we consider long-term li quidity to be the period of time in excess of the next 12
months.  See Instruction 5 to Item 303(a) of Regulation S-K.
 Definitive Proxy Statement

 Potential Payments Upon Termination or Change of Control, page 29

4. Include as exhibits your employment agr eements with Messrs. Dingus and Perry and
the respective change of control agreements for your named executive officers.  Briefly describe the material terms of the employment agreements referenced above.
See Item 601(b)(10) of Regulation S-K.
 Form 10-Q for the Period Ended August 31, 2010

 Item 1. Legal Proceedings, page 22

5. We are unable to find the memorandum of understanding with plaintiffs from the
North American Galvanizing & Coatings, Inc. stockholder complaint.  Please file this
agreement promptly, or tell us  why it need not be filed.

 In responding to our comments, please provi de 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

David H. Dingus
AZZ incorporated  January 14, 2011 Page 4
You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Robert
Littlepage, Accountant Branch Chief, at  202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
     /s/ Robert Bartelmes for
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
September 10, 2009
    Mr. David H. Dingus Principal Executive Officer AZZ incorporated One Museum Place, Suite 500 3100 West Seventh Street
Fort Worth, TX  76107

 RE: AZZ incorporated
  Form 10-K for the fiscal year ended February 28, 2009
  and Document Incorporated by Reference   Filed May 12, 2009   File No. 001-12777

Dear Mr. Dingus:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,           / s /  J a y  K n i g h t           f o r  R o b e r t  B a r t e l m e s          Senior Financial Analyst   cc: By facsimile to (817) 878-9709

 F. Richard Bernasek  (Kelly Hart & Hallman LLP)

CORRESP
1
filename1.htm

    thirdresponsef10k2009.htm

August 27, 2009

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.   20549-6010

Attn:  Robert Bartelmes, Senior Financial Analyst

RE:          AZZ incorporated

File No. 001-2777

Form 10-K for the Year Ended February 28, 2009

AZZ incorporated (the “Company” or “AZZ”) provides the following response to the comment letter dated August 21, 2009, of the Staff of the Securities and Exchange Commission (the “Letter”) concerning the Company’s Form 10-K for the year ended February 28, 2009 (the “Form 10-K”).

AZZ has the following responses to the Letter.

Information Incorporated Into Part III by Reference to Proxy Statement

Executive Compensation, page 13

Compensation Discussion and Analysis, page 13

1.

We note your response and proposed disclosure in regards to comment one in our letter dated July 31, 2009. In your response, you refer to Question 118.04 of Regulation S-K’s Compliance and Disclosure Interpretations. Please note that the provision you cite relates to the understanding that there is no requirement that a company provide quantitative targets for
what are inherently subjective or qualitative assessments. Companies are still expected to provide analysis on the substance of their compensation decisions and to disclose how they analyzed individual performance when such performance is material to their compensation decisions. Refer to the section titled “Compensation Discussion and Analysis” of the Staff Observations in the Review of Executive Compensation Disclosure, available on our website at www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm.

Therefore, please further revise your CD&A to provide disclosure related to:

•

how the Committee analyzed the base salary factors in its decision to increase Mr. Pendley’s base salary by 10.5% (which appears to be a material increase). For example, how did the Committee’s evaluation of the factors result in Mr. Pendley’s base salary increasing at a higher percentage than your other named executive officers?

•

how the Committee analyzed the Long-Term Incentive Compensation factors when choosing the amounts actually awarded to the named executive officers. For example, how did the Committee’s evaluation of the factors result in Mr. Dingus being awarded

AZZ_  SEC Third Comment Letter Response (2009) (5).DOC

three times the amount of stock appreciation rights as your other named executive officers?

RESPONSE:  AZZ has duly noted the Staff’s comments.  In response to the Staff’s comments, AZZ will file a Form 10-K/A for the fiscal year ended February 28, 2009, which will include the disclosure set forth in Exhibit A attached
hereto.  See the following paragraphs and tables of Exhibit A:  the fourth full paragraph on page 3, the fifth full paragraph on page 3 and the second full paragraph on page 8.  Two additional copies of Exhibit A, one marked to show changes made in response to the Letter and one marked to show cumulative changes, have been included to assist the Staff
in reviewing AZZ’s proposed changes.

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filing. AZZ acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

AZZ_  SEC Third Comment Letter Response (2009) (5).DOC

Exhibit A

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Program Overview

The Compensation Committee (the “Committee”) of the Board has responsibility for establishing, implementing and continually monitoring adherence to the Company’s compensation philosophy. The Committee ensures that the total compensation paid to the Company’s management team is fair, reasonable and competitive.
Generally, the types of compensation and benefits provided to members of the management team, including the named executive officers, are similar to those provided to other executive officers.

The individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during fiscal 2009, as well as the other individuals included in the Summary Compensation Table on page 18 of the Company’s proxy statement for its 2009 Annual Meeting (the “Proxy Statement”), are referred to as the “named
executive officers” throughout this Form 10-K/A.

Compensation Philosophy and Objectives

The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and which aligns executives’ interests with those of the shareholders by rewarding performance to achieve goals set by the Company, with the
ultimate objective of improving shareholder value. The Committee evaluates both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of publicly traded companies with similar characteristics. To that end, the Committee believes executive compensation packages provided by the Company to its executives,
including the named executive officers, should include both cash and equity-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

The Committee makes all compensation decisions including equity awards for the management team (which includes the named executive officers).

The Chief Executive Officer annually reviews the performance of each member of the management team (other than his own, which is reviewed by the Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Committee. The Committee
can exercise its discretion in modifying any recommended adjustments or awards to executives made by the Chief Executive Officer.

Setting Executive Compensation

Based on the foregoing objectives, the Committee has structured the Company’s annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. In furtherance of this, the Committee has the authority
under its charter to periodically engage an outside human resources consulting firm to conduct a review of its total compensation program for the Chief Executive Officer as well as for other key executives. The human resources consulting firm provides the Committee with relevant market data and alternatives to consider when making compensation decisions for the Chief Executive Officer and on the recommendations being made by the Company’s Chief Executive Officer for executives other than
the Chief Executive Officer.  In fiscal 2009, the Committee engaged Hewitt Associates to perform an executive compensation review for purposes of advising the Committee with respect to executive compensation for fiscal 2010.

In making compensation decisions, the Committee compares each element of total compensation against a group of publicly-traded manufacturing companies. This group of companies, which is periodically reviewed and

AZZ_  SEC Third Comment Letter Response (2009) (5).DOC

EX A - 1

updated by the Committee, consists of companies against which the Committee believes the Company competes for talent and for shareholder investment.  In fiscal 2009, this group of companies included Universal Stainless & Alloy Products, Friedman Industries Inc., Morton Industrial Group Inc., Preformed Line Products Co., Catalina Lighting Inc., Webco Industries Inc., Global Power Equipment Group, Juno Lighting Inc.,
LSI Industries Inc., NN Inc., Haynes International Inc., WHX Corp., Northwest Pipe Company, Keystone Consolidated Industries Inc., Niagara Corp., Lamson & Sessions Co., Neenah Foundry Co. and Roanoke Electric Steel Corp.  Though the Committee considers this market data on the compensation practices of these companies in determining the overall compensation of the Company’s named executive officers (including in determining base salary ranges, as described below), it does not set compensation
components to meet specific benchmarks (e.g., targeting salaries “above the median” or equity compensation “at the 75th percentile”). Based on this market data analysis, the Committee concluded that the compensation levels for the Company’s named executive officers fell within the range of the observed market compensation levels.

Compensation is determined based upon market data on the compensation of similarly situated executives of such companies, internal pay equity (including the executive’s accountability and impact on Company operations) and the individual’s experience level and performance. In considering internal pay equity, the Committee has
no formula or established ratios for setting one executive’s total compensation versus the compensation of another executive officer. Rather, the Committee subjectively evaluates the relative importance of each named executive officer’s role to the Company as a whole, which results in certain executives receiving more total compensation than others (e.g., the Company’s Chief Executive Officer is paid more than its Chief Financial Officer).

Factors that may result in a deviation from the market data are an individual’s experience level, the job responsibilities of the position and the relative responsibility of the position compared to that of others within the Company. The Committee may also consider how the Company has performed relative to the group of companies
listed above.

The Committee strives to develop compensation packages for our executives made up of a balanced combination of base salary, annual incentive awards, and long term compensation. The overall compensation of our executive officers, including the employment agreements with our Chief Executive Officer and Chief Financial Officer, utilizes a
combination of these forms of compensation. In setting executives’ compensation, our Committee reviews the total remuneration that each respective officer potentially could receive over the next several years under scenarios contemplating the executive’s continued employment or retirement during the period.

While the Committee uses a variety of factors in making compensation decisions for the Company’s named executive officers, the Committee does not use any particular weighting or formula to determine executive compensation. Rather, the Committee subjectively evaluates all of the factors noted in the discussion above in determining
executive compensation.

Fiscal year 2009 Executive Compensation Components

For the fiscal year ended February 28, 2009, the principal components of compensation for named executive officers were:

•

base salary, to compensate the executive officers for day-to-day services rendered to the Company;

•

performance-based incentive compensation, paid in cash to incentivize the achievement of specific operating results and to encourage short-term performance;

•

long-term incentive compensation, tying a portion of the executive officers compensation to equity ownership of the Company; and

•

perquisites and other personal benefits, which may include 401(k) matching contributions, profit sharing contributions, and health, life, and long term disability insurance benefits, which are also generally available to all employees.

AZZ_  SEC Third Comment Letter Response (2009) (5).DOC

EX A - 2

Base Salary

The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for named executive officers are determined for each executive based on his or her position and responsibility by using market data. Base salary ranges are designed so that
salary opportunities for a given position will be between 75% and 125% of the midpoint of the base salary established for each range.

During its review of base salaries for executives, the Committee primarily considers:

•

market data periodically provided by our outside consultants;

•

internal data regarding the executive’s compensation, both individually and relative to other executive officers; and

•

individual performance of the executive.

Salary levels are typically considered annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility.

In determining salary increases, and also in determining awards under the Senior Management Bonus Plan and long-term incentive compensation awards, for the named officers for fiscal 2009, the Committee utilized qualitative factors to evaluate their performances and recognize their contributions and leadership during fiscal 2008.  In
particular, the Committee considered each officer’s contributions to achieving (i) the review, analysis and evaluation of companies acquired by the Company during the year, (ii) the development and implementation of integration plans for acquired businesses, (iii) the Company’s overall financial performance in light of challenging economic conditions, (iv) the Company’s ability to manage costs, (v) the performance of the Company’s stock price, as compared to its competitors and (vi) the
Company’s business development results, as measured by new and increased business from customers during the year.  The Committee also considered issues of relative amounts paid and awarded as a matter of internal equity.

The amount of each officer’s salary and incentive awards was based on the Committee’s subjective evaluation of each officer’s performance, the relative responsibilities of the officers and the Committee’s sense of fair and equitable relative distributions of salaries and awards.  The Committee also took
into account the compensation plans embodied in employment agreements with the Company’s Chief Executive Officer and Chief Financial Officer, salaries and awards paid in prior years and market compensation data from the industry comparison group described above.  In making its evaluation and the resulting salary and award decisions, the Committee took into account and acknowledged:

•

Mr. Dingus’s ability to focus the entire management team on the successful evaluation and implementation of several business acquisitions that were materially beneficial to AZZ, his ability to motivate management to maintain sales and margins across both operating segments in a challenging economic environment and his contribution
to the performance of our stock price over the past several years;

•

Mr. Pendley’s significant role in the evaluation, implementation and integration of significant galvanizing businesses acquired during fiscal 2008, his leadership and management of the galvanizing business during difficult market conditions, the increase
in revenues from our galvanizing segment through strategic acquisitions and the increase in Mr. Pendley’s responsibilities accompanying this increase in revenues; and

•

The relative value to AZZ of the contributions made by each officer.

Based on the Committee’s subjective evaluation of these factors, base salaries for the Company’s named executive officers were increased in fiscal 2009 by 3.5 percent, in the case of Messrs. Dingus, Perry and Petro, by 3.6 percent, in the case of Mr. Watson, and by 10.5 per

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
August 21, 2009
    Mr. David H. Dingus Principal Executive Officer AZZ incorporated One Museum Place, Suite 500 3100 West Seventh Street
Fort Worth, TX  76107

 RE: AZZ, Inc.
  Form 10-K for the fiscal year ended February 28, 2009
  and Document Incorporated by Reference   Filed May 12, 2009   File No. 001-12777

Dear Mr. Dingus:
We have reviewed your response letter dated August 14, 2009 and have the
following comment.  Please respond to our comment within 10 business days or tell us by that time when you will provide us with a re sponse.  If the comment requests revised
disclosure in future filings, please confir m in writing that you intend to do so.  We
welcome any questions you may have about our comment or any other aspect of our review.
Information Incorporated Into Part III by Reference to Proxy Statement

Executive Compensation, page 13

Compensation Discussion and Analysis, page 13
1. We note your response and proposed disclosu re in regards to comment one in our
letter dated July 31, 2009.  In your re sponse, you refer to Question 118.04 of
Regulation S-K’s Compliance a nd Disclosure Interpretations .  Please note that the
provision you cite relates to the understandi ng that there is no requirement that a
company provide quantitative targets  for what are inherently subjective or
qualitative assessments.  Companies are st ill expected to provide analysis on the
substance of their compensation decisions  and to disclose how they analyzed

Mr. David H. Dingus
AZZ incorporated August 21, 2009 Page 2 of 2
individual performance when such perfor mance is material to their compensation
decisions.  Refer to the section titled “C ompensation Discussion and Analysis” of
the Staff Observations in the Review  of Executive Compensation Disclosure,
available on our website at www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm
.
  Therefore, please further revise your CD &A to provide disc losure related to:

• how the Committee analyzed the base salary  factors in its de cision to increase
Mr. Pendley’s base salary by 10.5% (which appears to be a material increase).  For example, how did the Committee’s eval uation of the factors result in Mr.
Pendley’s base salary incr easing at a higher percenta ge than your other named
executive officers?

• how the Committee analyzed the Long- Term Incentive Compensation factors
when choosing the amounts actually awar ded to the named executive officers.
For example, how did the Committee’s eval uation of the factors result in Mr.
Dingus being awarded three times the amount of stock appreciation rights as your other named executive officers?

*    *    *    *

Please furnish a letter that keys your re sponse to our comment and provides any
requested information.  Detailed letters greatl y facilitate our review .  Please file your
letter over EDGAR.  Please understand that  we may have additional comments after
reviewing your response to our comment.
 Please contact Jay Knight, Staff Attorney, at (202) 551-3370, or me at (202) 551-
3354 with any questions.          S i n c e r e l y ,           / s /  R o b e r t  B a r t e l m e s           R o b e r t  B a r t e l m e s          Senior Financial Analyst  cc: By facsimile to (817) 878-9709

 F. Richard Bernasek  (Kelly Hart & Hallman LLP)

CORRESP
1
filename1.htm

    secondresponseform10k2009.htm

August 14, 2009

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.   20549-6010

Attn:  Celeste M. Murphy, Legal Branch Chief

RE:           AZZ incorporated

File No. 001-2777

Form 10-K for the Year Ended February 28, 2009

AZZ incorporated (the “Company” or “AZZ”) provides the following response to the comment letter dated July 31, 2009, of the Staff of the Securities and Exchange Commission (the “Letter”) concerning the Company’s Form 10-K for the year ended February 28, 2009 (the “Form 10-K”).

AZZ has the following responses to the comment letter received from the Staff.

Information Incorporated Into Part III by Reference to Proxy Statement

Executive Compensation, page 13

Compensation Discussion and Analysis, page 13

1.

We note your response and proposed disclosure in regards to comment three in our letter dated July 2, 2009. However, we continue to believe that you should provide a more robust disclosure of how and why the Committee chose to award the amounts reported in the Summary Compensation Table. For example, in the penultimate paragraph of the section titled “Performance-Based Incentive Compensation” on page A-5
of your proposed disclosure, you state the following:

“The Committee has determined that, based upon the actual fiscal year results for fiscal year 2009 and their respective performances during this year and, in the case of Mr. Dingus, the annual evaluation of Mr. Dingus for fiscal year 2009 conducted by the Committee in consultation with the full board, Messrs. Dingus and Perry have fulfilled
their respective maximum performance levels for diluted earnings per share and have met or exceeded their target performance levels for their respective qualitative goals. Accordingly, both officers received 200% of the target cash award attributable to diluted earnings per share and 125% of the target cash award attributable to their respective qualitative goals.”

Revise to disclose how Messrs. Dingus and Perry fulfilled their respective performance levels for diluted earnings per share and “met or exceeded” their respective target performance levels for their respective qualitative goals. Simply stating that these two officers satisfied the performance levels and qualitative goals does
not provide meaningful analysis. Also, explain how the Committee arrived at a 200% award, as it is not clear from your disclosure how this percentage level was calculated. Revise to

1

provide similar analyses with respect to the awards made to your other named executive officers.

By way of further example, in the “Long-Term Incentive Compensation” subsection on page A-6 of your proposed disclosure, you provide a list of factors that the Committee considers when determining the size of stock appreciation rights grants. Your revised disclosure should detail how the Committee analyzed these factors when choosing
the amounts actually awarded to the named executive officers.

RESPONSE:  AZZ directs the Staff’s attention to the Compliance and Disclosure Interpretations released by the Commission with respect to Regulation S-K, last updated as of May 19, 2009 (the “CD&I”).  In particular, please note that, in its response to question 118.04 in the CD&I,
the Commission states that “there is no requirement that a company provide quantitative targets for what are inherently subjective or qualitative assessments – for example, how effectively the CEO demonstrated leadership.”

AZZ has duly noted the Staff’s comments and the guidance provided by the Commission in the CD&I.  In response to the Staff’s comments contained in the Letter, AZZ will file a Form 10-K/A for the fiscal year ended February 28, 2009 (the “Form 10-K/A”), which will include the disclosure
set forth in Exhibit A attached hereto.  See the following paragraphs and tables of Exhibit A:  the fourth full paragraph on page 3, the sixth full paragraph on page 3, the “Fiscal 2009 Diluted Earnings per Share Levels” table on page 5, the second full paragraph on page 6, the third full paragraph on page 6 and the second full paragraph on page
7.  Two additional copies of Exhibit A, one marked to show changes made in response to the Letter and one marked to show cumulative changes, have been included to assist the Staff in reviewing AZZ’s proposed changes.

2.

In your proposed disclosure in response to comment four in our letter dated July 2, 2009, you state that, while the company does not set compensation components to meet specific benchmarks, the Committee does consider market data when determining the overall compensation of the company's named executive officers. In this regard, revise to describe the findings from your market data analysis and then what decisions were
made and what compensation changes were considered/implemented and why.

RESPONSE:  AZZ has duly noted the Staff’s comments and in the Form 10-K/A will include the disclosure set forth in Exhibit A attached hereto.  See the following paragraphs of Exhibit
A:  the first full paragraph on page 2 and the fifth full paragraph on page 2.

3.

In your proposed disclosure in response to comment four in our letter dated July 2, 2009, you state that compensation is determined, in part, by an analysis of internal pay equity. Please revise to describe the findings from your internal pay equity analysis and then what decisions were made and what compensation changes were considered/implemented and why.

2

RESPONSE:  AZZ has duly noted the Staff’s comments and in the Form 10-K/A will include the disclosure set forth in Exhibit A attached hereto.  See the following paragraphs of Exhibit
A:  the second and fifth full paragraphs on page 2.

Annual Incentive Compensation, page 15

4.

We note your response to comment five in our letter dated July 2, 2009. In this regard, you state that disclosing certain quantitative goals would cause you competitive harm because these targets are based on the company's strategic plan, which typically includes contemplated transactions (including proposed strategic acquisitions of other companies) that may not have been disclosed to the public by the time that any
particular fiscal year has ended. In light of the fact that these performance targets relate to a completed fiscal year and actual segment results have been disclosed, in your response letter please further explain how disclosing these targets would cause you substantial competitive harm. Provide specific examples from last year if necessary. Along with any other information you deem appropriate, please discuss the following in your analysis:

•

An explanation of how the performance targets set forth in your strategic plan differ from the target projections that are released to the public. For example, we note that an 8-K filed on June 30, 2009 contained annual internal revenue projections for 2010 as well as actual results for 2008 and 2009 (see slide seven of your presentation filed as exhibit 99.1).

•

An explanation of how disclosure of these targets would cause substantial competitive harm in light of the fact that you disclose each segment's historical annual internal revenue, operating income, and return on assets in footnote 11 “Operating Segments” of your Form 10-K for the year ended February 28, 2009.

•

An analysis of how your strategic plan impacts the diluted earnings per share target set by the board, and whether your diluted earnings per share target is also based, in part, upon the company's completion of strategic transactions.

RESPONSE:  AZZ has duly noted the Staff’s comments and in the Form 10-K/A will include the disclosure set forth in Exhibit A attached hereto.  See the following paragraphs of Exhibit A:  the fifth full paragraph on page 3, the first full paragraph on page 4, the second full paragraph
on page 4, the first full paragraph on page 5, the “Fiscal 2009 Target Levels for Various Other Performance Objectives” table on page 5 and the third full paragraph on page 6.

3

AZZ acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filing. AZZ acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. AZZ also acknowledges that 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.

Very truly yours,

/s/ Dana L. Perry

Dana L. Perry

Senior Vice President, Finance

And Chief Financial Officer

4

Exhibit A

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Program Overview

The Compensation Committee (the “Committee”) of the Board has responsibility for establishing, implementing and continually monitoring adherence to the Company’s compensation philosophy. The Committee ensures that the total compensation paid to the Company’s management team is fair, reasonable and competitive.
Generally, the types of compensation and benefits provided to members of the management team, including the named executive officers, are similar to those provided to other executive officers.

The individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during fiscal 2009, as well as the other individuals included in the Summary Compensation Table on page 18 of the Company’s proxy statement for its 2009 Annual Meeting (the “Proxy Statement”), are referred to as the “named
executive officers” throughout this Form 10-K/A.

Compensation Philosophy and Objectives

The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and which aligns executives’ interests with those of the shareholders by rewarding performance to achieve goals set by the Company, with the
ultimate objective of improving shareholder value. The Committee evaluates both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of publicly traded companies with similar characteristics. To that end, the Committee believes executive compensation packages provided by the Company to its executives,
including the named executive officers, should include both cash and equity-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

The Committee makes all compensation decisions including equity awards for the management team (which includes the named executive officers).

The Chief Executive Officer annually reviews the performance of each member of the management team (other than his own, which is reviewed by the Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Committee. The Committee
can exercise its discretion in modifying any recommended adjustments or awards to executives made by the Chief Executive Officer.

Setting Executive Compensation

Based on the foregoing objectives, the Committee has structured the Company’s annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. In furtherance of this, the Committee has the authority
under its charter to periodically engage an outside human resources consulting firm to conduct a review of its total compensation program for the Chief Executive Officer as well as for other key executives. The human resources consulting firm provides the Committee with relevant market data and alternatives to consider when making compensation decisions for the Chief Executive Officer and on the recommendations being made by the Company’s Chief Executive Officer for executives other than
the Chief Executive Officer.  In fiscal 2009, the Committee engaged Hewitt Associates to perform an executive compensation review for purposes of advising the Committee with respect to executive compensation for fiscal 2010.

EX A - 1

In making compensation decisions, the Committee compares each element of total compensation against a group of publicly-traded manufacturing companies. This group of companies, which is periodically reviewed and updated by the Committee, consists of companies against which the Committee believes the Company competes for talent and
for shareholder investment.  In fiscal 2009, this group of companies included Universal Stainless & Alloy Products, Friedman Industries Inc., Morton Industrial Group Inc., Preformed Line Products Co., Catalina Lighting Inc., Webco Industries Inc., Global Power Equipment Group, Juno Lighting Inc., LSI Industries Inc., NN Inc., Haynes International Inc., WHX Corp., Northwest Pipe Company, Keystone Consolidated Industries Inc., Niagara Corp., Lamson & Sessions Co., Neenah Foundry Co. and Roanoke
Electric Steel Corp.  Though the Committee considers this market data on the compensation practices of these companies in determining the overall compensation of the Company’s named executive officers (including in determining base salary ranges, as described below), it does not set compensation components to meet specific benchmarks (e.g., targeting salaries “above the median” or equity compensation “at the 75th percentile”).
Based on this market data analysis, the Committee concluded that the compensation levels for the Company’s named executive officers fell within the range of the observed market compensation levels.

Compensation is determined based upon market data on the compensation of similarly situated executives of such companies, internal pay equity (including the executive’s accountability and impact on Company operations) and the individual’s experience level and performance. In considering internal pay equity, the Committee has
no formula or established ratios for setting one executive’s total compensation versus the compensation of another executive officer. Rather, the Committee subjectively evaluates the relative importance of each named executive officer’s role to the Company as a whole, which results in certain executives receiving more total compensation than others (e.g., the Company’s Chief Executive Officer is paid more than its Chief Financial Officer).

Factors that may result in a deviation from the market data are an individual’s experience level, the job responsibilities of the position and the relative responsibility of the position compared to that of others within the Company. The Committee may also consider how the Company has performed relative to the group of companies
listed above.

The Committee strives to develop compensation packages for our executives made up of a balanced combination of base salary, annual incentive awards, and long term compensation. The overall compensation of our executive officers, including the employment agreements with our Chief Executive Officer and Chief Financial Officer, utilizes a
combination of these forms of compensation. In setting executives’ compensation, our Committee reviews the total remuneration that each respective officer potentially could receive over the next several years under scenarios contemplating the executive’s continued employment or retirement during the period.

While the Committee uses a variety of factors in making compensation decisions for the Company’s named executive officers, the Committee does not use any particular weighting or formula to determine executive compensation. Rather, the Committee subjectively evaluates all of the factors noted in the discussion

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
July 31, 2009
    Mr. David H. Dingus Principal Executive Officer AZZ incorporated One Museum Place, Suite 500 3100 West Seventh Street
Fort Worth, TX  76107

 RE: AZZ, Inc.
  Form 10-K for the fiscal year ended February 28, 2009
  and Document Incorporated by Reference   Filed May 12, 2009   File No. 001-12777

Dear Mr. Dingus:
We have reviewed your response letter dated July 17, 2009 and have the
following comments.  Please respond to our comments within 10 business days or tell us by that time when you will provide us with a response.  If the comment requests revised disclosure in future filings, please confir m in writing that you intend to do so.  We
welcome any questions you may have about our comments or any other aspect of our review.
Information Incorporated Into Part III by Reference to Proxy Statement

Executive Compensation, page 13

Compensation Discussion and Analysis, page 13

1. We note your response and proposed disclosu re in regards to comment three in
our letter dated July 2, 2009.  However, we continue to believe that you should
provide a more robust disclosure of how  and why the Committee chose to award
the amounts reported in the Summary Compen sation Table.  For example, in the
penultimate paragraph of the section titled “Performance-Based Incentive
Compensation” on page A-5 of your proposed disclosure, you state the following:

Mr. David H. Dingus
AZZ incorporated
July 31, 2009 Page 2 of 4
“The Committee has determined that , based upon the actual fiscal
year results for fiscal year 2009 and their respective performances
during this year and, in the case of Mr. Dingus, the annual evaluation of Mr. Dingus for fiscal year 2009 conducted by the Committee in consultation with the full board, Messrs. Dingus and Perry have fulfilled their respective maximum performance levels for diluted earnings per share and have met or exceeded their target performance levels for their respective qualitative goals.
Accordingly, both officers received  200% of the target cash award
attributable to diluted earnings per share and 125% of the target
cash award attributable to their respective qualitative goals.”

Revise to disclose how
 Messrs. Dingus and Perry fulfilled their respective
performance levels for diluted earnings per share and “met or exceeded” their
respective target performance levels for their respective qualitative goals.  Simply stating that these two officers satisfie d the performance levels and qualitative
goals does not provide meaningful anal ysis.  Also, explain how the Committee
arrived at a 200% award, as  it is not clear from y our disclosure how this
percentage level was calculated.  Revise to provide similar analyses with respect to the awards made to your other named executive officers.

By way of further example, in th e “Long-Term Incentive Compensation”
subsection on page A-6 of your proposed di sclosure, you provide a list of factors
that the Committee considers when dete rmining the size of stock appreciation
rights grants.  Your revised disclosure  should detail how the Committee analyzed
these factors when choosing the amounts ac tually awarded to the named executive
officers.
2. In your proposed disclosure in response to comment four in our letter dated July
2, 2009, you state that, while the company does not set compensation components
to meet specific benchmarks, the Committee does consider market data when determining the overall compensation of th e company’s named executive officers.
In this regard, revise to describe the findings from your market data analysis and
then what decisions were made a nd what compensation changes were
considered/implemented and why.
 3. In your proposed disclosure in response to comment four in our letter dated July
2, 2009, you state that compensation is determ ined, in part, by an analysis of
internal pay equity.  Please  revise to describe the fi ndings from your internal pay
equity analysis and then what decisions were made and what compensation changes were considered/implemented and why.

Mr. David H. Dingus
AZZ incorporated
July 31, 2009 Page 3 of 4  Annual Incentive Compensation, page 15

 4. We note your response to comment five in  our letter dated July 2, 2009.  In this
regard, you state that disclosing certain  quantitative goals would cause you
competitive harm because these targets ar e based on the company’s strategic plan,
which typically includes contemplated tran sactions (including proposed strategic
acquisitions of other companies) that may not have been disclosed to the public
by the time that any particular  fiscal year has ended.  In light of the fact that these
performance targets relate to a completed fiscal year and actual segment results
have been disclosed, in your response le tter please further explain how disclosing
these targets would cause you substantia l competitive harm.  Provide specific
examples from last year if necessary.  Along with any other information you deem
appropriate, please discuss th e following in your analysis:

• An explanation of how the performance ta rgets set forth in your strategic plan
differ from the target projections that ar e released to the public.  For example,
we note that an 8-K filed on June 30, 2009 contained annual internal revenue
projections for 2010 as well as actu al results for 2008 and 2009 (see slide
seven of your presentation filed as exhibit 99.1).

• An explanation of how disclosure of these targets would cause substantial
competitive harm in light of the fact that you disclose each segment’s historical annual internal revenue, operating income, and return on assets in
footnote 11 “Operating Segments” of your Form 10-K for the year ended February 28, 2009.

• An analysis of how your strategic plan impacts the diluted earnings per share
target set by the board, a nd whether your diluted earni ngs per share target is
also based, in part, upon the company’s completion of strategic transactions.
 We may have additional comment upon our review of your response.

*    *    *    *

Please furnish a letter that keys your re sponse to our comment and provides any
requested information.  Detailed letters greatl y facilitate our review .  Please file your
letter over EDGAR.  Please understand that  we may have additional comments after
reviewing your response to our comment.

Mr. David H. Dingus
AZZ incorporated July 31, 2009 Page 4 of 4
Please contact Jay Knight, Staff Attorney, at (202) 551-3370 or me at (202) 551-
3257 with any questions.          S i n c e r e l y ,           /s/ Celeste M. Murphy          Celeste M. Murphy         L e g a l  B r a n c h  C h i e f   cc: By facsimile to (817) 878-9709

 F. Richard Bernasek  (Kelly Hart & Hallman LLP)

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       July 2, 2009
Via U.S. Mail and Fax

  Mr. David H. Dingus
Principal Executive Officer
AZZ, Inc.
University Centre I, Suite 200
1300 South University Drive
Fort Worth, Texas   76107

 RE: AZZ, Inc.
Form 10-K for the fiscal ye ar ended February 28, 2009
  Filed May 12, 2009
File No. 001-2777

Dear Mr. Dingus:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your documents in response  to these comments.  If you disagree, we will
consider your explanation as to why our commen t 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 bette r understand your disclosure.  After reviewing this
information, we may or may not 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  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.

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 2 of 6  Form 10-K for the year ending February 28, 2009

Cover Page

1. Under the “Documents Incorporated by Re ference” heading, you state that your Annual
Report to Shareholders for the Fiscal Year Ended 2009 (Annual Report) is incorporated into
“Parts [I, II, and IV].”  However, we are unable to locate the specific portions that are incorporated by reference.  Also, we note th at you have not filed your Annual Report as
exhibit 13 to your Form 10-K as required by Note  2 to General Instruction G to Form 10-K.
In your response lette r, please explain.

Item 1.  Business, page 1

2. Please revise to disclose the information abou t international revenues that is required by
Regulation S-K Item 101(d).

Information Incorporated Into Part III by Reference to Proxy Statement
Executive Compensation, page 13 of the Proxy Statement
Compensation Discussion and Analysis, page 13 of the Proxy Statement
3. Throughout your Compensation Di scussion and Analysis and as to each compensation
element, revise to disclose how you arrived at and why you paid each of the particular
levels and forms of compensation for each name d executive officer.  For example, we note
that all of your named executive officers re ceived non-equity incentive plan compensation
and stock appreciation rights in  2009.   However, you do not disclose the reasons why the
committee chose to award the actual amount s reported in the Summary Compensation
Table.  We believe it is appropr iate to provide a more thorou gh analysis of how and why the
committee arrived at the decision to awar d SARs and non-equity  incentive plan
compensation in these amounts.  For further in formation, please see Staff Observations in
the Review of Executive Compensation Disclosu re, which is available on our website at
www.sec.gov/divisions/corpfin/cfguidance.shtml#ecd .
4. We note that the Compensation Committee compares each element of total compensation
against a group of publicly-trade d manufacturing companies.  We also note that market data
is used to determine equity award levels.  Plea se revise your disclosure  to provide additional
detail about how market data was used to make compensation decisions in your most recent fiscal year.  If you engage in benchmarking, please identify the component companies in
your peer group and market data.  Refer to  Regulation S-K Compliance and Disclosure
Interpretations, Question and Answer 118.05, available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 3 of 6  Annual Incentive Compensation, page 15 of the Proxy Statement

5. We note your references to quantitative and qualitative goals in connection with
determining your cash incentive awar ds.  With respect to material qualitative goals, revise
your disclosure to identify the nature of such goals and discuss how the Compensation
Committee assessed achievement of such goals.  Also, revise to di sclose the material
quantitative goals and discuss how the Comp ensation Committee assessed achievement of
such goals.  If you believe that disclosure of quantitative goals is not required because it
would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion.  In this regard, please note th at we generally do not agree
with the argument that disclosi ng a company-level performance targ et for the last fiscal year
would cause a registrant competitive harm when  disclosure of the performance target will
occur after the fiscal year has ended and actual  company results have been disclosed.  If you
believe you have a sufficient basis to keep the information confid ential, disclose how
difficult it would be for you or a business segment to achieve the undisclosed goal.  General statements regarding the level of difficulty or  ease associated with  achieving the goals are
not sufficient.  Provide as much detail as necessary without providing information that
would result in competitive harm.  Refer to  Regulation S-K Compliance and Disclosure
Interpretations, Question and Answer 118.04, available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

Compensation Committee Report, page 18 of the Proxy Statement
6. Since you are incorporating this disclosure by re ference into your Form 10-K, please revise
to also state whether the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be in cluded in the company’s annual report on
Form 10-K.  Refer to Item 407( e)(5)(i)(B) of Regulation S-K.
 Grants of Plan Based Awards, page 20 of the Proxy Statement

7. In the first paragraph of the subsection titled “Performance-Based Incentive Compensation”
on page 15, you disclose that, in January 2008, the Compensation Committee approved the
group of employees eligible to participate in the Senior Management Bonus Plan and
established target award opport unities based on achieving various levels of performance.
Therefore, it appears that you should have re ported the threshold, target and maximum
potential awards pursuant to thes e non-equity incentive plan awar ds in your Grants of Plan-
Based Awards Table, whereas the actual ear ned award is disclosed in your Summary
Compensation Table.  Please revise your disclosu re in response to this comment or tell us
why it is not applicable.  For more inform ation, please see Regulat ion S-K Compliance and
Disclosure Interpretations, Ques tion and Answer 120.02, available at
www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm .

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 4 of 6  Item 7 Management Discussion and Analysis of  Financial Condition and Results of Operations

 Critical Accounting Policies and Estimates

 Impairment of Long-Lived Assets, Identifiable Intangible Assets and Goodwill, page 21

8. We note that goodwill accounted fo r 19% of total assets as of February 28, 2009.  We note
that revenues, operating income and segment in come may have declined in recent quarters
due to the negative impact of  the current economic environm ent.  As a result of your
impairment test of your reporting units as of February 28, 2009, you determined that your
goodwill balance was not impaired.  In light of the significance of your goodwill balance,
we expect robust and comprehensive disclo sure in your critical accounting policies
regarding your impairment tes ting policy.  This disclosure should provide investors with
sufficient information about management's in sights and assumptions with regard to the
recoverability of goodwill.  Specifically, we  believe you should provide the following
information:

• Provide a more detailed description of the steps you perform to review goodwill for
recoverability.

• Disclose a breakdown of your goodwill balance as of December 31, 2008 by
reporting unit.
 • Disclose any changes to your reporting un its or allocations of goodwill by reporting
unit and the reasons for such changes.

• Describe the nature of the valuation t echniques and the signif icant estimates and
assumptions you employed to determine th e fair value of your reporting units in
your impairment analysis.  For example,  if you utilize the discounted cash flow
approach, you should disclose the discount  rates for each reporting unit and how
those discount rates were determined, incl uding your consideration of any market
risk premiums.  In addition, we believ e your disclosure should address your
estimates of future cash flows, as follows:

1) Provide a discussion of your  historical cash flow gr owth rates and explain
how your historical growth rates were  considered when determining the
growth rate to be utilized in your cash flow projections.

2) Disclose the growth rate you need to achie ve in your cash flow projections in
order to avoid having a goodwill impairment charge.

3) In view of the current economic envi ronment, discuss how you considered
the uncertainties inherent in your estimated  future growth rates. For example,

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009
Page 5 of 6
you should explain if and when you anticip ated a recovery of the economy in
your growth rates used in your cash flows analysis.

• Describe changes to the assumptions and methodologies, if a ny, since your last
annual impairment test.
 For further guidance, refer to Release No. 33-8350 "Interpretation: Commission Guidance
Regarding Management's Discussion and Anal ysis of Financial C ondition and Results of
Operations."

*    *    *    *
 Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please furn ish a letter that keys your resp onses to our comments and provides
any requested supplemental information.  Pleas e file your response le tter on EDGAR.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• 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 filings; 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 th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filings or in
response to our commen ts on your filings.

Mr. David H. Dingus
AZZ, Inc.
July 2, 2009 Page 6 of 6   You may contact Joe Cascarano, Staff Accountant, at (202) 551-3376 or Robert Littlepage,
Accountant Branch Chief, if you have questions regarding comments on the financial statements
and related matters.  Please contact Jay Knight , Attorney-Advisor, at (202) 551-3370, or Celeste
Murphy, Legal Branch Chief, at (202) 551-3257 or me at (202) 551-3810 with any other questions.
           S i n c e r e l y ,                                     L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    responsefy09form10k.htm

    July 17,
2009

    United
States Securities and Exchange Commission

    100 F
Street, NE

    Washington,
D.C.   20549-6010

    Attn:  Mr.
Larry Spirgel, Assistant Director

    RE:         AZZ
incorporated

    File No. 001-2777

    Form 10-K for the Year Ended February
28, 2009

    AZZ
incorporated (the “Company” or “AZZ”) provides the following response to the
comment letter dated July 2, 2009, of the Staff of the Securities and Exchange
Commission concerning the Company’s Form 10-K for the year ended February 28,
2009 (the “Form 10-K”).

    AZZ has
the following responses to the comment letter received from the
Staff.

    Form 10-K for the fiscal
year ended February 28, 2009

    Cover
Page

              1.

              Under
      the “Documents Incorporated by Reference” heading, you state that your
      Annual Report to Shareholders for the Fiscal Year Ended 2009 (Annual
      Report) is incorporated into “Parts [I, II, and IV].” However, we are
      unable to locate the specific portions that are incorporated by reference.
      Also, we note that you have not filed your Annual Report as exhibit 13 to
      your Form 10-K as required by Note 2 to General Instruction G to Form
      l0-K. In your response letter, please
explain.

    RESPONSE:
The Annual Report was inadvertently included under the heading “Documents
Incorporated by Reference” on the cover page.  AZZ has duly noted the
Staff’s comments and, in the Form 10-K/A for the fiscal year ended February 28,
2009, that AZZ will file in response to the Staff’s comments (the “Form
10-K/A”), AZZ will remove the reference to the Annual Report from the Cover
Page.  Accordingly, AZZ’s annual report will not be required to be
filed as exhibit 13 to the Form 10-K/A in accordance with Note 2 to General
Instruction G to Form 10-K.

    Item 1.  Business,
page 1

              2.

              Please
      revise to disclose the information about international revenues that is
      required by Regulation S-K Item
101(d).

    RESPONSE:
AZZ defines international revenues based on the final destination of the
products AZZ has produced. AZZ will include this disclosure under Item 1.
Business as defined by Regulation S-K Item 101(d) in future filings for AZZ’s
Electrical and Industrial Products Segment. AZZ’s Galvanizing Service Segment
does not have any international revenues. International revenues for AZZ’s Electrical
and Industrial Products Segment were $34.3 million, $38.2 million and $50
million for fiscal 2007, 2008, and 2009, respectively.

    Information Incorporated
Into Part III by Reference to Proxy Statement

    Executive Compensation, page
13 of the Proxy Statement

    Compensation Discussion and
Analysis, page 13 of the Proxy Statement

              3.

              Throughout
      your Compensation Discussion and Analysis and as to each compensation
      element, revise to disclose how you arrived
      at and why you paid
      each of the particular levels and forms of compensation for each named
      executive officer. For example, we note that all of your named executive
      officers received non-equity incentive plan compensation and stock
      appreciation rights in 2009. However, you do not disclose the reasons why
      the committee chose to award the actual amounts reported in the Summary
      Compensation Table. We believe it is appropriate to provide a more
      thorough analysis of how and why the committee arrived at the decision to
      award SARs and non-equity incentive plan compensation in these amounts.
      For further information, please see Staff Observations in the Review of
      Executive Compensation Disclosure, which is available on our website at
      www.sec.gov/divisions/corpfin/cfguidance.shtml#ecd.

    RESPONSE:  AZZ
has duly noted the Staff’s comments and in the Form 10-K/A will include the
disclosure set forth in Exhibit A attached
hereto.  See the following paragraphs of Exhibit
A:  the second full paragraph on page 2, the second, third,
fourth and fifth full paragraphs on page 3, the first, second and third full
paragraphs on page 4, the first and second full paragraphs on page 5 and the
first full paragraph on page 6.  An additional copy of Exhibit A, marked to
show changes, has been included to assist the Staff in reviewing AZZ’s proposed
changes.

              4.

              We
      note that the Compensation Committee compares each element of total
      compensation against a group of publicly-traded manufacturing companies.
      We also note that market data is used to determine equity award levels.
      Please revise your disclosure to provide additional detail about how
      market data was used to make compensation decisions in your most recent
      fiscal year. If you engage in benchmarking, please identify the component
      companies in your peer group and market data. Refer to Regulation S-K
      Compliance and Disclosure Interpretations, Question and Answer 118.05,
      available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

    RESPONSE:
AZZ has duly noted the Staff’s comments and in the Form 10-K/A will include the
disclosure set forth in Exhibit A attached
hereto.  See the following paragraphs of Exhibit
A:  the sixth full paragraph on page 1 and the first and second
full paragraphs on page 2.

    Annual Incentive
Compensation page 15 of the Proxy Statement

              5.

              We
      note your references to quantitative and qualitative goals in connection
      with determining your cash incentive awards. With respect to material
      qualitative goals, revise your disclosure to identify the nature of such
      goals and discuss how the
Compensation

              Committee
      assessed achievement of such goals. Also, revise to disclose the material
      quantitative goals and discuss how the Compensation Committee assessed
      achievement of such goals. If you believe that disclosure of quantitative
      goals is not required because it would result in competitive harm such
      that you may omit this information under Instruction 4 to Item 402(b) of
      Regulation S-K, please provide in your response letter a detailed
      explanation of such conclusion. In this regard, please note that we
      generally do not agree with the argument that disclosing a company-level
      performance target for the last fiscal year would cause a registrant
      competitive harm when disclosure of the performance target will occur
      after the fiscal year has ended and actual company results have been
      disclosed. If you believe you have a sufficient basis to keep the
      information confidential, disclose how difficult it would be for you or a
      business segment to achieve the undisclosed goal. General statements
      regarding the level of difficulty or ease associated with achieving the
      goals are not sufficient. Provide as much detail as necessary without
      providing information that would result in competitive harm. Refer to
      Regulation S-K Compliance and Disclosure Interpretations, Question and
      Answer 118.04, available at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

    RESPONSE:
AZZ has duly noted the Staff’s comments and in the Form 10-K/A will include the
disclosure set forth in Exhibit A attached
hereto.  See the following paragraphs of Exhibit
A:  the third, fourth and fifth full paragraphs on page 3, all
of the paragraphs on page 4 and the second full paragraph on page
five.  Please note that certain of the quantitative goals are
confidential such that disclosure of such goals in the Form 10-K/A would result
in competitive harm to AZZ.  As set forth in Exhibit A, these
quantitative goals are established based on AZZ’s strategic plan, which
typically includes contemplated transactions (including proposed strategic
acquisitions of other companies by AZZ) that may not have been disclosed to the
public by the time that any particular fiscal year has ended.  Because
this strategic plan is highly confidential, AZZ does not publicly disclose
specific quantitative goals that are based on annual internal revenue, operating
income or return on asset objectives. Revealing specific quantitative goals
would provide competitors and other third parties with insights into AZZ’s
confidential planning process and strategies, thereby causing competitive
harm.

    Compensation Committee
Report, page 18 of the Proxy Statement

              6.

              Since
      you are incorporating this disclosure by reference into your Form 10-K,
      please revise to also state whether the Compensation Committee recommended
      to the Board that the Compensation Discussion and Analysis be included in
      the company’s annual report on Form 10-K. Refer to Item 407(e)(5)(i)(B) of
      Regulation S-K.

    RESPONSE:
AZZ has duly noted the Staff’s comments and in the Form 10-K/A will include the
following statement under the heading “COMPENSATION COMMITTEE
REPORT”:

    The
Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with management, and, based on such review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis
be included in the Company’s Annual Report on Form 10-K/A for the fiscal year
ended February 28, 2009.

    Grants of Plan Based Awards,
page 20 of the Proxy Statement

              7.

              In
      the first paragraph of the subsection titled “Performance-Based Incentive
      Compensation” on page 15, you disclose that, in January 2008, the
      Compensation Committee approved the group of employees eligible to
      participate in the Senior Management Bonus Plan and established target
      award opportunities based on achieving various levels of performance.
      Therefore, it appears that you should have reported the threshold, target
      and maximum potential awards pursuant to these non-equity incentive plan
      awards in your Grants of Plan-Based Awards Table, whereas the actual
      earned award is disclosed in your Summary Compensation Table. Please
      revise your disclosure in response to this comment or tell us why it is
      not applicable. For more information, please see Regulation S-K Compliance
      and Disclosure Interpretations, Question and Answer 120.02, available at
      www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

    RESPONSE:
AZZ has duly noted the Staff’s comments and in the Form 10-K/A will include the
disclosure set forth in Exhibit B attached
hereto.  An additional copy of Exhibit B, marked to
show changes, has been included to assist the Staff in reviewing AZZ’s proposed
changes.

    Item 7 Management Discussion
and Analysis of Financial Condition and Results of
Operations

    Critical Accounting Policies
and Estimates

    Impairment of Long-Lived
Assets, Identifiable Intangible Assets and Goodwill page 21

              8.

              We
      note that goodwill accounted for 19% of total assets as of February 28,
      2009. We note that revenues, operating income and segment income may have
      declined in recent quarters due to the negative impact of the current
      economic environment. As a result of your impairment test of your
      reporting units as of February 28, 2009, you determined that your goodwill
      balance was not impaired. In light of the significance of your goodwill
      balance, we expect robust and comprehensive disclosure in your critical
      accounting policies regarding your impairment testing policy. This
      disclosure should provide investors with sufficient information about
      management’s insights and assumptions with regard to the recoverability of
      goodwill. Specifically, we believe you should provide the following
      information:

              •

              Provide
      a more detailed description of the steps you perform to review goodwill
      for recoverability.

              •

              Disclose
      a breakdown of your goodwill balance as of December 31, 2008 by reporting
      unit.

              •

              Disclose
      any changes to your reporting units or allocations of goodwill by
      reporting unit and the reasons for such
changes.

              •

              Describe
      the nature of the valuation techniques and the significant estimates and
      assumptions you employed to determine the fair value of your reporting
      units in your impairment analysis. For example, if you utilize the
      discounted cash flow approach, you should disclose the discount rates for
      each reporting unit and how those discount rates were determined,
      including your consideration of any market risk premiums. In addition, we
      believe your disclosure should address your estimates of future cash
      flows, as follows:

              1)

              Provide
      a discussion of your historical cash flow growth rates and explain how
      your historical growth rates were considered when determining the growth
      rate to be utilized in your cash flow
  projections.

              2)

              Disclose
      the growth rate you need to achieve in your cash flow projections in order
      to avoid having a goodwill impairment
charge.

              3)

              In
      view of the current economic environment, discuss how you considered the
      uncertainties inherent in your estimated future growth rates, For example,
      you should explain if and when you anticipated a recovery of the economy
      in your growth rates used in your cash flows
  analysis.

              •

              Describe
      changes to the assumptions and methodologies, if any, since your last
      annual impairment test.

    For
further guidance, refer to Release No. 33-8350 “Interpretation: Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”

    RESPONSE:
AZZ has duly noted the Staff’s comments.  As disclosed under Critical
Accounting Policies and Estimates, sub section Impairment of Long-Lived Assets,
Identifiable Assets and Goodwill on page 21 of the Form 10-K, AZZ conducts an
annual impairment test of goodwill in the fourth quarter of each fiscal
year.  AZZ’s disclosure includes:

    •           The
accounting policy AZZ applies;

    •           When
impairment tests are conducted;

    •           How
a possible impairment is measured;

    •           The
variables that could impact the measurement;

    •           That
other variables could arise that could impact the measurement; and

    •           That
the measurement could change in the future.

    AZZ
follows the two-step process as specified in the accounting standards when
conducting its impairment test.  AZZ has never had to apply the second
step because of the significant cushion between the calculated fair values and
the carrying
amounts of its reporting units. The cushions for fiscal 2009, 2008 and 2007 in
the Electrical and Industrial Segment were 214 percent, 122 percent, and 104
percent, respectively, and in the Galvanizing Segment they were 169 percent, 127
percent, and 201 percent, respectively. Because of the significant cushions
between these two amounts, AZZ has not considered it reasonably likely that even
significant variations in the variables associated with its measurements would
trigger a possible impairment.

    In
Note 7 to its financial statements filed with the Form 10-K, AZZ discloses the
breakdown of its goodwill balances by reporting unit and it discloses the
changes in those balances, including the reasons for the changes.  In
the spirit of supplementing but not duplicating information already disclosed in
the notes to

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

        A p r i l  9 ,  2 0 0 9
Via U.S. Mail and Fax

  Mr. David H. Dingus
Principal Executive Officer
AZZ, Inc.
University Centre I, Suite 200
1300 South University Drive
Fort Worth, Texas   76107

 RE: AZZ, Inc.
Form 10-K for the fiscal ye ar ended February 27, 2008
  Filed May 12, 2008 and
  Forms 10-Q for the quarters  ended November 30, 2008
  Filed January 9, 2009
File No. 001-2777

Dear Mr. Dingus:   We have completed our review of your Form 10-K and related filings and do not , at this time, have
any further comments.             S i n c e r e l y ,                                     L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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    secresponsemarch2009.htm

      March 25,
2009

      Securities
and Exchange Commission

      100 F
Street

      Washington,
D.C.   20549-6010

      Attn:  Larry
Spirgel

      RE:         AZZ
incorporated

      File No. 001-12777

      Form 10-K for the Year Ended February
27, 2008

      Filed August 28, 2008 and

      Forms 10-Q for the Quarters Ended
November 30, 2008

      Filed January 9, 2009

      On behalf
of AZZ incorporated (the “Company” or “AZZ”), set forth below is its response to
the comment letter dated March 20, 2009 of the Staff of the Securities and
Exchange Commission concerning the Company’s February 27, 2008 Form 10-K and
Form 10-Q for the period ended November 30, 2008.

      AZZ
incorporated has the following responses to the comment letter received from the
Staff.

      Form 10-K for the fiscal
year ended February 27, 2008

      Item 7. Management
Discussion and Analysis of Financial Condition and Results of Operations

      Liquidity and Capital
Resources, page 16

                1.

                We
      note that you disclose the required ratios for your material debt
      covenants.  In this regard, please disclose and explain the
      actual ratios as of each reporting date.  This will allow
      readers to understand how much cushion there is between the required
      ratios and the actual ratios.

      RESPONSE:
Our discussion of the required ratios contained in our credit agreement at
February 29, 2008 was provided to allow the reader to compare and evaluate the
differences between the requirements contained in our existing credit agreement
and the new credit agreements into which we subsequently entered, also discussed
in this section.  We have disclosed on page 18 a comparison of certain
ratios computed at the end of the last two fiscal years.  While these
ratios are not the same ratios contained in the credit agreement we believe that
we have complied with the requirements of Item 303(a) of Regulation S-K and with
the Commission’s Interpretive Guidance contained in FRC Section
501.    There is no specific requirement in the guidance to
disclose actual ratios related to complying with debt covenants unless there
are, or are reasonably likely to be, a breach of such covenants.  At
February 29, 2008 and February 28, 2007 and as of the date of this letter we are
in compliance with our debt

      covenants,
including all required ratios.  If, at any time in the future, we are,
or are reasonably likely to be, in breach of such covenants we will expand our
discussion and analysis of material debt covenants and disclose material
information about the breach and analyze the impact on the Company following the
interpretative guidance in FRC Section 501

                2.

                We
      note that you issued $100 million aggregate principal amount of 6.24%
      unsecured Senior Notes on March 31, 2008. Please tell us whether the Notes
      agreement contains covenants that restrict your ability to incur
      additional debt, lien and contingent liabilities, and if so, discuss how
      these restrictions impact your ability to undertake additional debt or
      equity financing.  Disclose your alternate sources of funding
      and, to the extent materials, the consequences of accessing
      them.  Refer to FRC 501.13c for additional
    guidance.

      RESPONSE:
On March 31, 2008, we entered into a Note Purchase Agreement as disclosed on
page 17 in Item 7 of our Form 10-K.  The Note Purchase Agreement
contains a restriction that places limitations on our ability to directly or
indirectly create, incur, assume or permit to exist any lien on or with respect
to any property or asset of the Company except those permitted under the
agreement.    It should be noted that this language mirrors
the same language contained in our Second Amended and Restated Credit Agreement
with our revolving line of credit lender, Bank of America, N. A. Should we need
to undertake additional debt financing we will be required to seek an amendment
to these agreements. We have had similar restrictions in past debt agreements
and our experience has been that a reasonable request for amendment is granted
as evidenced by our disclosure on page 18 of the Second Amendment to our
existing agreement with Bank of America and certain other
lenders.  The Note Purchase Agreement does not restrict our ability to
raise equity financing. We considered the interpretative guidance in FRC Section
501.13c and concluded that this restriction was not reasonably likely to limit
our ability to undertake additional financing to a material
extent.  We agree that, if we determine that this limitation will
limit, or is reasonably likely to limit, our ability to undertake additional
financing to a material extent we will fully discuss the limitation and the
consequences of the limitation to the Company’s financial condition and
operating performance as well as disclose alternate sources of funding and the
costs of assessing them in future filings.

          1

      Accruals for Contingent
Liabilities, page 20

                3.

                With
      respect to your contingent liabilities and compliance costs regarding air
      emissions, stormwater runoff and the generation, handling, storage,
      transportation, treatment, and disposal of waste materials, Staff
      Accounting Bulletin 5:Y was issued to provide our interpretation of
      current accounting literature and disclosure requirements and serve as
      interpretation of current accounting literature and disclosure
      requirements and serve as guidance for public companies in their
      disclosures regarding contingent liabilities.  In that SAB, we
      clearly state that we believe that environmentalliabilities
      typically are of such significance that detailed disclosures regarding
      judgments and assumptions underlying the recognition and measurement of
      the liabilities are necessary to prevent the financial statement from
      being unclear and to inform readers fully regarding the range of
      reasonably possible outcomes that could have a material effect on a
      registrant's financial condition, results of operations, or
      liquidity.  Please explain to us your judgment and assumptions
      in the recognition and measurement of your environmental contingent
      liabilities.

      RESPONSE:
We record accruals for contingent liabilities, including environmental matters,
when it is probable that a liability has been incurred or an asset impaired and
the amount of the loss can be reasonably estimated as required by AICPA
Statement of Position 96-1, Environmental Remediation
Liabilities.  As of February 27, 2008 and to the date of this
letter we have no material amounts of loss contingencies that meet the
recognition and measurement requirements of SOP 96-1.  We are familiar
with Staff Accounting Bulletin Topic 5.Y and its interpretation of the current
accounting literature and disclosure requirements.  Each reporting
period we evaluate potential loss contingencies.  If a material loss
contingency is required to be recorded we will fully disclose the judgments and
assumptions underlying the recognition and measurement of the amounts accrued
and we will disclose fully the range of reasonably possible outcomes that could
have a material effect on our financial condition, results of operations, or
liquidity.

      We
acknowledge that the Company is responsible for the adequacy and accuracy of the
disclosure in our filing. We acknowledge that the Staff’s comments or changes to
disclosure in response to the Staff’s comments do not foreclose the Commission
from taking any action with respect to the filing. We also acknowledge that 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.

      /s/ Dana
Perry

      Dana
Perry

      Senior
Vice President, Finance

      And Chief
Financial Officer

      2

Mail Stop 6010

        February 28, 2007

Dana Perry
AZZ  incorporated
Suite 200
1300 South University Drive
Fort Worth, TX  76107

Re: AZZ incorporated
 Form 10-K for the fiscal year ended February 28, 2006
Filed May 12, 2006
 File No. 001-12777

Dear Mr. Perry:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.

       S i n c e r e l y ,

       M a r t i n  F .  J a m e s
       Senior Assistant Chief Accountant

CORRESP
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Management's Discussion and Analysis of Financial Condition and Results of Operations

February 22, 2007

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 6010

Washington, D.C. 20549

Attn:	Mr. Brian Cascio

Re:	AZZ incorporated

Form 10-Q for the fiscal quarter ended November 30, 2006, Commission File No. 	001-12777 (the "Form 10-Q")

Dear Mr. Cascio:

       On behalf of the referenced registrant, the following is AZZ incorporated's response to the comments of the staff (the "Staff") of the Securities and Exchange Commission that were received via facsimile on February 13, 2007 with respect to the Form 10-Q (the "Comment Letter") .  The Staff's comments and the registrant's response thereto are set forth below.  Capitalized terms used herein have the meanings assigned to them in the Form 10-Q.

Form 10-Q for the quarterly period ended November 30, 2006

Note 9, Asset Acquisition, page 10

1.	We note your response to prior comment 7 in our letter dated January 11, 2007 [sic] that the acquisition of Witt Industries' galvanizing division was not material to require disclosure of paragraphs 51-55 of SFAS 141.  We see that the purchase price represented 10% of your assets and the acquired plants are expected to generate $15 million in annual revenues.  Please clarify why your believe that the acquisition is not material and why the disclosures of paragraphs 51-55 of SFAS 141 would not be useful to investors.

Response:

       Paragraphs 51 through 55 of SFAS 141 require that the notes to the financial statements of a combined entity contain certain disclosures in the period in which a "material business combination" is completed.  Because SFAS 141 does not contain a definition for the term "material business combination," we relied on the definition of a "significant business combination" under Regulation S-X, which is the relevant definition used in determining what financial disclosures are required under Item 9.01(b) of a Form

8-K filed in connection with a transaction involving an acquisition of assets.  In connection with the Form 8-K we filed with the Commission on November 2, 2006, we determined that the transaction at issue did not constitute a "significant business combination" and, therefore, we did not include certain of the disclosures required by paragraphs 51 through 55 of SFAS 141.

       As stated in our previous response, we duly note the Staff's comments, and in future filings we will include disclosures required by paragraphs 51 through 55 of SFAS 141, to the extent they are applicable.  In our next Form 10-K filing, we propose to modify the disclosure contained in the Form 10-Q as follows (added language in italics and underlined):

"On October 31, 2006, AZZ incorporated (the "Company"), Arbor-Crowley, Inc., a wholly-owned subsidiary of the Company ("Subsidiary"), Witt Industries, Inc. ("Witt") and Marcy R. Wydman ("Wydman"), as sole shareholder of Witt, entered into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which Subsidiary purchased all, or substantially all of the assets of Witt relating to Witt's galvanizing division (the "Assets Purchased"). The purchase price of the transaction was $13,500,000 in cash, subject to adjustments. The Company used its existing bank line of credit to finance this transaction. The purchase assets included three galvanizing plants, one plant located in Ohio and two plants located in Indiana. The results of operations of Witt are included in the Company's operating results commencing on November 1, 2006.  The estimated fair values of the assets acquired and liabilities assumed include $6 million of current assets, consisting of inventory and accounts receivable, $6.1 million of property, plant, and equipment, $.8 million in identified intangible assets, and assumed liabilities of $.1 million. The identified intangible assets consist of customer related intangibles with a weighted average useful life of 8.7 years. Pro forma results of operations assuming the acquisition of Witt had occurred as of January 1, 2005 are not presented as they are not significantly different than the Company's historical results of operations."

[The remainder of this page is left blank intentionally.]

       We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in our filing. We acknowledge that the Staff's comments or changes to disclosure in response to the Staff's comments do not foreclose the Commission from taking any action with respect to the filing. We also acknowledge that 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.

/s/ Dana Perry

Senior Vice President, Finance

And Chief Financial Officer

Mail Stop 6010

        February 8, 2007

VIA U.S. MAIL AND FACSIMILE (817) 336-5354

Dana Perry
AZZ  incorporated
Suite 200
1300 South University Drive
Fort Worth, TX  76107

Re: AZZ incorporated
 Form 10-K for the fiscal year ended February 28, 2006
Filed May 12, 2006
Form 10-Q for the fiscal quarter ended November 30, 2006
 File No. 001-12777

Dear Mr. Perry:

We have reviewed your response dated January 23, 2007 and related filings and
have the following comments.  Where in dicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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 re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Perry
AZZ incorporated
February 8, 2007 Page 2
Form 10-Q for the quarterly period ended November 30, 2006
Note 9. Asset Acquisition, page 10
1. We note your response to prior comment  7 in our letter dated January 11, 2006
that the acquisition of Witt Industries’ ga lvanizing division was not material to
require disclosure of paragraphs 51-55 of SFAS 141.  We see that the purchase
price represented 10% of your assets and the acquired plants are expected to
generate $15 million in annual revenues.  Please clarify why you believe that the acquisition is not material and why the disclosures of paragraphs 51-55 of SFAS 141 would not be useful  to investors.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
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 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Perry
AZZ incorporated
February 8, 2007 Page 3
 You may contact Kristin Lochhead at (202) 551-364 or me at (202) 551-3676 if you have questions regarding our  comments.  In this regard, please do not hesitate to
contact Martin James, Senior Assistant Ch ief Accountant, at (202) 551-3671 with any
other questions.

Sincerely,

Brian Cascio
Accounting Branch Chief

CORRESP
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Correspondence Letter

 January 23, 2007

 Securities and Exchange Commission

 100 F Street

 Washington, D.C. 20549-6010

 Attn: Brian Cascio

RE:
AZZ incorporated

 File No. 001-12777

 Form 10-K for the Year Ended February 28, 2006

 Forms 10-Q for the Period Ended November 30, 2006

 On behalf of AZZ incorporated (the “Company” or “AZZ”), set forth
below is its response to the comment letter dated January 11, 2007 of the Staff of the Securities and Exchange Commission concerning the Company’s February 28, 2006 Form 10-K and Form 10-Q for the period ended November 30, 2006.

 AZZ incorporated has the following responses to the comment letter received from the Staff.

 Form 10-K for the fiscal year ended February 28, 2006

 Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 10

 Segment Operating Income, page 12

1.
In your response and in future filings, please describe your “minimum acceptable margin initiative” and how it impacted segment operating income.

RESPONSE: AZZ has duly noted the Staff’s comments and in future filings will clarify our minimum acceptable margin initiative. We have made a
business decision not to accept projects that are priced below a level that would not allow us to achieve what we have determined to be a reasonable margin based upon current market and competitive conditions as well as production capacity.

 Consolidated Financial Statements

 Note 1.
Summary of Significant Accounting Policies, page 33

 Revenue Recognition, page 33

2.
We refer to your disclosure that you recognize revenue for the Galvanizing Services Segment upon completion of the galvanizing services or shipment of the product. In future
filings, please clarify the circumstances that determine whether revenue is recognized at completion of service or at shipment of the product.

 RESPONSE: AZZ has duly noted the Staff’s comments and in future filings will clarify the
circumstances that determine whether revenue is recognized at completion of service or at shipment of the product. A significant portion of the Galvanizing Revenue is “walk-in” business where the customer brings us their material to be
galvanized and picks it up when the process is complete. In many other cases, the customer is responsible for arranging shipping of their material to and from our plant. We generally are not responsible for shipping arrangements, and we do not take
title to the customer’s material. Upon completion of the galvanizing service, we generally have no further obligation to the customer. Thus, revenue is typically recognized at completion of the service unless we specifically agree with the
customer to hold its material for a predetermined period of time after completion of the galvanizing process and, in that circumstance, invoice upon shipment. The agreement with our customers to hold their material may be due to the customer’s
job site not being ready for acceptance of its galvanized material or by the customer’s request to ship all of their galvanized material at the same time rather than in partial shipments.

 Note 7. Intangible assets and goodwill, page 30

3.
Please tell us whether you recognize amortization of deferred issuance costs within depreciation and amortization expense or within interest expense. Debt issue costs should be
amortized to interest expense by the interest method over the life of the debt to which they relate. Please also revise future filings to state your amortization policy. We refer you to SAB Topic 2-A6 and Regulation 5-02(17) of Regulation S-X.

 RESPONSE: AZZ has duly noted the Staff’s comments and in future filings will state our amortization policy. We
recognize amortization of deferred issuance costs within interest expense. Interest expense is amortized using the interest method over the life of the debt.

4.
As a related matter, please note that debt issuance costs are a deferred charge, not an intangible asset and should be classified accordingly. Please revise in future filings.

 RESPONSE: AZZ has duly noted the Staff’s comments and in future filings we will classify debt issuance costs as a
deferred charge.

 Form 10-Q for the quarterly period ended November 30, 2006

 Summary of Significant Accounting Policies, page 6

 Note 5, Stock-based compensation, page 7

5.
We see that the stock appreciation rights that you granted in fiscal 2005 and 2006 were to be settled in cash. Please tell us how you determined whether these stock appreciation
rights should be classified as liabilities.

 RESPONSE: AZZ’s plan documents for the 2005 and 2006 stock appreciation
rights states that awards must be settled in cash. We have determined these stock appreciation rights meet the criteria for liability accounting as per paragraph 28-35 of FAS 123r therefore they were classified as a liability.

 Note 8. Credit Agreement, page 10

6.
We see that on May 25, 2006, you entered into a new credit agreement, which replaces your Amended and Restated Revolving and Term Credit Agreement dated as of November 1,
2001. Please tell us how you considered EITF 96-19 and whether this was a modification or exchange of a debt agreement and how this impacted your accounting treatment of debt issue costs.

 RESPONSE: At the time AZZ entered into its new credit agreement on May 25, 2006, we had both term loan and revolving line of credit amounts
outstanding under the old credit agreement dated as of November 1, 2001. Upon entering into the new credit agreement, the term loan was extinguished, and unamortized loan fees associated with the term loan in the amount of $110,900 were
expensed. Because EITF 96-19 does not specifically address the accounting for modifications to or exchanges of a line-of-credit or revolving-debt arrangement, we considered EITF 98-14, “Debtor’s Accounting for Changes in Line-of-Credit or
Revolving-Debt Arrangements,” to determine the appropriate accounting for the change in the revolving line of credit. In accordance with EITF 98-14, we compared the product of the remaining term and the maximum available credit of the old
arrangement with the borrowing capacity of the new arrangement and concluded that, since the borrowing capacity of the new arrangement was greater than the borrowing capacity of the old arrangement, the $67,000 of unamortized deferred costs
associated with the revolving line of credit should be deferred and amortized over the term of the new arrangement.

 Note 9. Asset Acquisition, page
10

7.
We note that you acquired all of the assets of Witt Industries. Please clarify whether this is a purchase of assets or of a business. Additionally, in future filings, please revise
to include the disclosures required by paragraphs 51-55 of SFAS 141, to the extent that they are applicable.

 RESPONSE: On
October 31, 2006, AZZ acquired substantially all of the operating assets and certain liabilities of Witt Industries, Inc., relating to Witt’s galvanizing division. The acquisition was accounted for as a business combination using the
purchase method of accounting and the results of operations related to the net assets acquired are reflected in the financial statements form the date of the acquisition. AZZ will continue to operate Witt as a galvanizing company and to perform
galvanizing services under the Witt name.

 AZZ reviewed the requirements of paragraph 51-55 of SFAS 141 and determined due to the low
percentage of total assets, investment and revenues that the acquisition was not material and did not require any further disclosure.

 AZZ has duly noted the Staff’s comments and in future filings we will include disclosures
required by paragraphs 51-55 of SFAS 141, to the extent that they are applicable.

 We acknowledge that the Company is responsible for the adequacy and
accuracy of the disclosure in our filing. We acknowledge that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. We also
acknowledge that 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.

 /s/ Dana Perry

Dana Perry

Senior Vice President, Finance And Chief Financial Officer

Mail Stop 6010

        January 11, 2007

VIA U.S. MAIL AND FACSIMILE (817) 336-5354

Dana Perry
AZZ  incorporated
Suite 200
1300 South University Drive
Fort Worth, TX  76107

Re: AZZ incorporated
 Form 10-K for the fiscal year ended February 28, 2006
Filed May 12, 2006
Form 10-Q for the fiscal quarter ended November 30, 2006
 File No. 001-12777

Dear Mr. Perry:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Perry
AZZ incorporated
January 11, 2007 Page 2
Form 10-K for the fiscal y ear ended February 28, 2006

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 10

Results of Operations, page 10

Segment Operating Income, page 12
1. In your response and in future filings, please describe your “minimum acceptable margin initiative” and how it impacted segment operating income.

Consolidated Financial Statements

Note 1.  Summary of Significan t Accounting Policies, page 33

Revenue Recognition, page 33
2. We refer to your disclosure that you recognize revenue for the Galvanizing
Services Segment upon completion of the galvanizing services or  shipment of the
product.  In future filings, please clarify the circumstances that determine whether
revenue is recognized at completion of serv ice or at shipment of the product.

Note 7.  Intangible assets and goodwill, page 30
3. Please tell us whether you recognize amor tization of deferred issuance costs
within depreciation and amor tization expense or within interest expense.  Debt
issue costs should be amorti zed to interest expense by the interest method over the
life of the debt to which they relate.  Pleas e also revise future filings to state your
amortization policy.  We refer you to SA B Topic 2-A6 and Regulation 5-02(17)
of Regulation S-X.
4. As a related matter, please note that debt  issuance costs are a deferred charge, not
an intangible asset and should be classified accordingly.  Please revise in future filings.

Mr. Perry
AZZ incorporated
January 11, 2007 Page 3
Form 10-Q for the quarterly period ended November 30, 2006

Summary of Significant Accounting Policies, page 6

Note 5.  Stock-based compensation, page 7

5. We see that the stock appreciation rights that you granted in  fiscal 2005 and 2006
were to be settled in cash.  Please tell us how you determined whether these stock
appreciation rights should be cl assified as liabilities.

Note 8.  Credit Agreement, page 10

6. We see that on May 25, 2006, you entered into a new credit agreement, which replaces your Amended and Restated  Revolving and Term Credit Agreement
dated as of November 1, 2001.  Please te ll us how you considered EITF 96-19 and
whether this was a modification or excha nge of a debt agreement and how this
impacted your accounting treatment of debt issue costs.
Note 9. Asset Acquisition, page 10
7. We note that you acquired all of the asse ts of Witt Industries.  Please clarify
whether this is a purchase of assets or of a business.  Additionally, in future
filings, please revise to in clude the disclosures require d by paragraphs 51 – 55 of
SFAS 141, to the extent that they are applicable.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Perry
AZZ incorporated
January 11, 2007 Page 4
 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
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 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Kristin Lochhead at (202) 551-364 or me at (202) 551-3676 if you have questions regarding our  comments.  In this regard, please do not hesitate to
contact Martin James, Senior Assistant Ch ief Accountant, at (202) 551-3671 with any
other questions.

Sincerely,

Brian Cascio
Accounting Branch Chief