SecProbe.io

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CECO Environmental Corp.

5080 Spectrum Drive, Suite 800E

Addison, Texas 75001

April 21, 2026

VIA EDGAR

Matthew Crispino

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549-3561

Re:          CECO Environmental Corp.

Registration Statement on Form S-4, as
amended

File No. 333-294924

Dear Mr. Crispino:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), CECO Environmental Corp. (the “Company”) hereby requests
acceleration of the effective date of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on April 22, 2026, or as
soon thereafter as practicable, or at such other time as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, requests
by telephone that such Registration Statement be declared effective. In making this acceleration request, the Company acknowledges that
it is aware of its obligations under the Act.

Please contact Jonathan Whalen of Gibson, Dunn
& Crutcher LLP by telephone at (214) 698-3196 or via email at JWhalen@gibsondunn.com as soon as the Registration Statement has been
declared effective, or if you have any other questions regarding this matter. We also respectfully request that a copy of the written
order from the Commission verifying the effective time of such Registration Statement be sent to Mr. Whalen via email at JWhalen@gibsondunn.com.

    Sincerely,

    CECO Environmental Corp.

    /s/ Alyson Gregory

    Alyson Gregory

    General Counsel and Corporate Secretary

cc:       Jonathan Whalen, Gibson, Dunn &
Crutcher LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 15, 2026

Todd Gleason
Chief Executive Officer
CECO Environmental Corp.
5080 Spectrum Drive, Suite 800E
Addison, Texas 75001

 Re: CECO Environmental Corp.
 Registration Statement on Form S-4
 Filed April 8, 2026
 File No. 333-294924
Dear Todd Gleason:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jonathan Whalen
</TEXT>
</DOCUMENT>

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CORRESP

 CECO Environmental Corp.

14651 North Dallas Parkway, Suite 500

Dallas, Texas 75254

 May 10,
2022

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

Attn:
 Matthew Crispino

Jan Woo

Re:
 CECO Environmental Corp.

Registration Statement on Form S-3 (File
No. 333-264623)

 Ladies and Gentlemen:

On behalf of CECO Environmental Corp. (the “Company”), the undersigned hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, that the effective time of the Registration Statement on Form S-3 (File No. 333-264623) (the “Registration Statement”)
of the Company be accelerated to 10:00 a.m. on May 12, 2022, or as soon as practicable thereafter. The Company respectfully requests that you notify Bryan K. Brown of such effectiveness by a telephone call to (832) 239-3867.

 Please contact Bryan K. Brown at Jones Day at (832)
239-3867 or by email at bkbrown@jonesday.com if you have any questions concerning this matter. Thank you for your continued attention to this matter.

 Very truly yours,

 CECO ENVIRONMENTAL CORP.

 By:

 /s/ Matthew Eckl

 Name: Matthew Eckl

 Title: Chief Financial Officer

cc:
 Bryan K. Brown

Jones Day

United States securities and exchange commission logo
May 9, 2022
Matthew Eckl
Chief Financial Officer
CECO Environmental Corp.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
Re:CECO Environmental Corp.
Registration Statement on Form S-3
Filed May 2, 2022
File No. 333-264623
Dear Mr. Eckl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Amy S. Chen

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CORRESP

 CECO Environmental Corp.

14651 North Dallas Parkway, Suite 500

Dallas, Texas 75254

 May 1,
2019

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549

Attn:    Edward M. Kelly

Re:
 CECO Environmental Corp.

 Registration Statement on Form S-3 (File No. 333-231001)

 Ladies and Gentlemen:

On behalf of CECO Environmental Corp. (the “Company”), the undersigned hereby requests, pursuant to Rule 461 of Regulation C
promulgated under the Securities Act of 1933, that the effective time of the Registration Statement on Form S-3 (File No. 333-231001) (the “Registration
Statement”) of the Company be accelerated to 10:00 a.m. on May 3, 2019, or as soon as practicable thereafter. The Company respectfully requests that you notify Michael J. Solecki of such effectiveness by a telephone call to (216) 586-7103.

 Please contact Michael J. Solecki at Jones Day at (216)
586-7103 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

CECO ENVIRONMENTAL CORP.

By:

/s/ Matthew Eckl

 Name:   Matthew Eckl

 Title:   Chief Financial Officer

 cc: Michael J. Solecki, Esq.

April 30, 2019
Matthew Eckl
Chief Financial Officer
CECO Environmental Corp.
14651 North Dallas Parkway, Suite 500
Dallas, TX 75254
Re:CECO Environmental Corp.
Registration Statement on Form S-3
April 24, 2019
File No. 333-231001
Dear Mr. Eckl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

July 31 , 2015

Via E -mail
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp.
4625 Red Bank Road, Suite 200
Cincinnati, OH  45227

Re: CECO Environmental Corp.
 Form 10 -K for the Fiscal  Year Ended December 31, 2014
Filed March 18, 2015
File No. 0-7099

Dear M r. Lang :

We have completed our review of your filings.  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 s 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 s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

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Letter to the SEC

Squire Patton Boggs (US) LLP

221 E. Fourth St., Suite 2900

Cincinnati, Ohio 45202

O    + 1 513 361 1200

F    + 1 513 361 1201

squirepattonboggs.com

 July 29, 2015

 VIA EDGAR

 Pamela Long

 Assistant Director

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, North East

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

 Amendment No. 3 to Registration Statement on Form
S-4

 Filed July 29, 2015

File No. 333-204816

 Dear Ms. Long:

On behalf of CECO Environmental Corp. (“CECO”), we are providing the Staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) with four copies of Amendment No. 3 (“Amendment No. 3”) to CECO’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on
July 29, 2015.

 The provided copies of Amendment No. 3 have been marked by the financial printer to show the changes from Amendment No. 2 (“Amendment
No. 2”) to the Registration Statement. At the Staff’s request, Amendment No. 3 includes information that had not been completed in Amendment No. 2, including outstanding share numbers, ownership percentages, examples, the record date for
the shareholders meetings and the date of the shareholders meetings, all based on the most recent available information.

 If further information regarding
any aspect of this Amendment No. 3 is required, please contact the undersigned at (513) 361-1229.

 Pamela Long

 July
29, 2015

 Sincerely,

 Squire Patton Boggs (US) LLP

 /s/ Toby D. Merchant

Toby D. Merchant

 CECO Environmental Corp.:

Jeffrey Lang

 Edward Prajzner

Jonathan Pollack

 PMFG, Inc.

Peter J Burlage

 Ronald McCrummen

Squire Patton Boggs (US) LLP

 Daniel G. Berick

Jones Day

 James E. O’Bannon

David A. Kern

 2

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CORRESP

 CECO Environmental Corp.

4625 Red Bank Road

Cincinnati, OH 45227

 July 29, 2015

 VIA EDGAR

 Pamela
Long

 Assistant Director

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
North East

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

 Request for Acceleration of Registration Statement on Form
S-4

 File No. 333-204816

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, CECO Environmental Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-204816) of the Registrant
(the “Registration Statement”) be accelerated so that it will be declared effective at 10:00 a.m., Washington D.C. time, on July 31, 2015, or as soon thereafter as may be practicable.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

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

•

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

 The Registrant respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone
call to its counsel, Squire Patton Boggs (US) LLP, by calling Toby D. Merchant at (513) 361-1229. The Registrant hereby authorizes Mr. Merchant to orally modify or withdraw this request for acceleration.

 Securities and Exchange Commission

July 29, 2015

  Page
 2

 Please also provide a copy of the Commission’s order declaring the Registration
Statement effective to Mr. Merchant via email to toby.merchant@squirepb.com or facsimile to (513) 361-1201 and via mail c/o Squire Patton Boggs (US) LLP, 221 E. Fourth Street, Suite 2900, Cincinnati, Ohio 45202.

Very truly yours,

CECO ENVIRONMENTAL CORP.

By:

/s/ Jeffrey Lang

Name:

Jeffrey Lang

Title:

Chief Executive Officer

Cc:
CECO Environmental Corp.

 Jeffrey Lang

Edward Prajzner

 Jonathan Pollack

 PMFG, Inc.

 Peter J
Burlage

 Ronald McCrummen

Squire Patton Boggs (US) LLP

Daniel G. Berick

 Toby D.
Merchant

 Jones Day

James E. O’Bannon

 David A.
Kern

CORRESP
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Correspondence

Squire Patton Boggs (US) LLP

221 E. Fourth St., Suite 2900

 Cincinnati, Ohio 45202

O

+1 513 361 1200

F

+1 513 361 1201

squirepattonboggs.com

 July 27, 2015

 VIA
EDGAR

 Pamela Long

 Assistant Director

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, North East

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed July 10, 2015

File No. 333-204816

Form 10-K for the Fiscal Year Ended December 31, 2014

File March 18, 2015

File No. 1-07009

 Dear Ms. Long:

 On behalf of CECO Environmental Corp. (“CECO” or the “Company”), set forth below are responses to the comments provided by the Staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated July 22, 2015, relating to the above-captioned Amendment No. 1 (“Amendment
No. 1”) to CECO’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on July 10, 2015 and CECO’s Annual Report on Form 10-K for the year ended December 31, 2014. The
headings and paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the letter from the Staff. For your convenience, we have set forth the Staff’s comments in bold typeface followed by our response in
regular font.

 With this letter, CECO is filing Amendment No. 2 (“Amendment No. 2”) to the Registration Statement. We are providing
supplementally to the Staff four copies of a version of Amendment No. 2 that have been marked by the financial printer to show the changes from Amendment No. 1. All page references in the responses set forth below are to the pages of
Amendment No. 2. All capitalized terms not herein defined have the meanings ascribed to them in Amendment No. 2.

 Pamela Long

July 27, 2015

 Amendment No. 1 to Registration Statement on Form S-4

1.
We note your supplemental response to comment 14 in our letter dated July 6, 2015 states that “Jefferies believes it did not exclude companies or transactions from its selected public companies and selected
precedent transactions analyses that in its professional judgment fit its selected criteria.” Please disclose this response within your amended registration statement.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 102 of Amendment No. 2 has
been revised.

 Unaudited Pro Forma Condensed Combined Financial Statements, page 178

Notes To Unaudited Pro Forma Condensed Combined Financial Information, page 183

2. Assets Acquired and Liabilities Assumed, page 184

2.
We note your response to comment 23 from our letter dated July 6, 2015. Please revise your disclosure to indicate that the book value of your non-controlling interest approximates its fair value.

 Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 191 of
Amendment No. 2 has been revised.

 Form 10-K for the Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 32

Critical Accounting Policies and Estimates, page 48

3.
We note your response to comment 26 from our letter dated July 6, 2015. In order for investors to more fully understand your assessment, please revise your disclosure to explain how you determined the key
assumptions used to estimate the fair value of your reporting units where the aggregate fair value did not significantly exceed carrying value. Please also revise to provide sensitivity analyses that indicate the potential impact of changes in your
assumptions. For example, your disclosures state that changes in any of the assumptions used or a failure to achieve your 2015 operating plan could potentially result in material non-cash impairment charges. However, it is unclear which assumptions
and/or aspects of your 2015 operating plan are most susceptible to change and therefore could have the most significant impact on your impairment analysis. Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of SEC Release
33-8350, which provides interpretive guidance regarding MD&A disclosures.

 Response: In response to the
Staff’s comment, the Company respectfully submits that it will make, in its future filings, the following additional disclosures as further explained below:

•

 Within the discounted cash flow model that is used to estimate the fair value of each reporting unit, the Company determined the key assumptions to be
projected revenue, projected operational profit, terminal growth rates and cost of capital. Projected revenue, projected operational profit and terminal growth rates were determined to be key assumptions because they are three primary drivers

 2

 Pamela Long

July 27, 2015

of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a key assumption as it is the discount rate used to calculate the current fair
value of those projected cash flows. Additionally, the Company expects that any immaterial, negative change in any one of these assumptions could lead to the fair value of the reporting units being less than the carrying value, which would require
the Company to perform step 2 of the impairment test to assess the need for additional goodwill impairment. The Company is not currently aware of any negative changes in its assumptions that could lead to the fair value of the reporting units being
less than the carrying value.

 The Company believes that the key assumptions most susceptible to change are projected
revenue and projected operational profit as they are company-specific and within the control of the Company to a certain extent. However, terminal growth rates and cost of capital are largely affected by industry and macroeconomic factors. Two of
the reporting units carried combined goodwill of $90.9 million and the aggregate excess of fair value over their carrying value was only 3%. [Further sensitivity analysis as described below]

•

Within the relief from royalty method that is used to estimate the fair value of indefinite life intangible assets at each reporting unit, the Company determined the key assumptions to be projected revenue, royalty
rates, terminal growth rates and cost of capital. Projected revenue, royalty rates and terminal growth rates were determined to be key assumptions because they are three primary drivers of the projected royalty cash flows in the relief from royalty
method. Cost of capital was also determined to be a key assumption as it is the discount rate used to calculate the current fair value of those projected royalty cash flows. Additionally, the Company expects that any immaterial, negative change in
any one of these assumptions could lead to the fair value of indefinite life intangible assets being less than the carrying value, which would require the Company to perform step 2 of the impairment test to assess the need for additional impairment.
The Company is not currently aware of any negative changes in its assumptions that could lead to the fair value of the indefinite life intangible assets being less than the carrying value.

The Company believes that the key assumption most susceptible to change is projected revenue as this assumption is company-specific and within
the control of the Company to a certain extent. However, the royalty rates, terminal growth rates and cost of capital are largely subject to industry and macroeconomic factors. Three of the reporting units carried combined indefinite life intangible
assets of $10.0 million and the aggregate excess of fair value over their carrying value was only 5%. [Further sensitivity analysis as described below]

In the Company’s future filings, including the Q2 2015 filing to be made no later than August 10, 2015, the Company confirms to the
Staff that it will add disclosures substantially similar to the above, including quantitative sensitivity analyses with respect to the key assumptions that are most susceptible to change, which will illustrate, with all other assumptions held
constant, the specific percentage decrease in each of projected revenue and projected operational profit that would require the Company to perform step 2 of the impairment test to assess the need for additional goodwill impairment.

 3

 Pamela Long

July 27, 2015

 We hope that you will find our response to the comments of the Commission’s Staff satisfactory. If
further information regarding any aspect of this response letter is required, please contact the undersigned at (513) 361-1229.

 Sincerely,

Squire Patton Boggs (US) LLP

 /s/ Toby D. Merchant

Toby D. Merchant

CECO Environmental Corp.:

Jeffrey Lang

Edward Prajzner

Jonathan Pollack

PMFG, Inc.

Peter J Burlage

Ronald McCrummen

Squire Patton Boggs (US) LLP

Daniel G. Berick

Jones Day

James E. O’Bannon

David A. Kern

 4

July 22, 2015

Via E -mail
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp.
4625 Red Bank Road, Suite 200
Cincinnati, OH 45227

 Re: CECO Environmental Corp.
  Amendment No. 1 to Registration Statement on Form S -4
  Filed July 10 , 2015
  File No. 333 -204816
  Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 18 , 2015
File No. 1-07009

Dear M r. Lang :

We have reviewed your response letter and the above -referenced filing s, and have the
following comments.

Amendment No. 1 to Registration Statement on Form S -4

1. We note your supplemental response to comment 14 in our letter dated July 6, 2015 states
that “ Jefferies believes it did not exclude companies or transactions from its selected
public companies and selected precedent transactions analyses that in its professional
judgment fit its selected criteria .”  Please disclose this  response within your amended
registration statement.

Unaudited Pr o Forma Condensed Combined Financial Statements, page 178
Notes To Unaudited Pro Forma Condensed Combined Financial Information, page 183
2. Assets Acquired and Liabilities Assumed, page 184

2. We note your response to comment 23 from our letter dated July 6 , 2015.   Please revise
your disclosure to indicate that the book value of your non -controlling interest
approximates its fair value.

Jeffrey Lang
CECO Environmental Corp.
July 22, 2015
Page 2

 Form 10 -K for the Year Ended December 31, 2014
Management’s Discussion and Analysis of Financial Condition and Res ults of Operations, page
32
Critical Accounting Policies and Estimates, page 48

3. We note your response to comment 26 from our letter dated July 6, 2015.   In order for
investors to more fully understand your assessment, please revise your disclosure to
explain how you determined the key assumptions used to estimate the fair value of your
reporting units where the aggregate fair value did not significantly exceed carrying
value.   Please also revise to provide sensitivity analyses that indicate the potential i mpact
of changes in your assumptions.   For example, your disclosures state that changes in any
of the assumptions used or a failure to achieve your 2015 operating plan could potentially
result in material non -cash impairment charges.   However, it is unclea r which
assumptions and/or aspects of your 2015 operating plan are most susceptible to change
and therefore could have the most significant impact on your impairment analysis.   Please
refer to Item 303(a)(3)(ii) of Regulation S -K and Section V of SEC Relea se 33 -8350,
which provides interpretive guidance regarding MD&A disclosures.

You may contact Ernest Greene , Staff Accountant at 202 -551-3733  or Lisa Etheredge,
Staff Accountant  at 202 -551-3424  if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel at 202 -551-3729  with any other questions.

Sincerely,

        /s/ Craig Slivka, for

        Pamela Long
Assistant Director

cc: Via E -mail
Toby Merchant, Esq.
 Squire Patton Boggs (US) LLP

CORRESP
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Correspondence

Squire Patton Boggs (US) LLP

221 E. Fourth St., Suite 2900

Cincinnati, Ohio 45202

 O    +1 513 361 1200

F     +1 513 361 1201

squirepattonboggs.com

 July 10, 2015

 VIA
EDGAR

 Pamela Long

 Assistant Director

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, North East

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

 Registration Statement on Form S-4

Form 10-K for the Year Ended December 31, 2014

File June 9, 2015

 File
No. 333-204816

 Dear Ms. Long:

 On behalf of CECO
Environmental Corp. (“CECO” or the “Company”), set forth below are responses to the comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in a letter dated July 6, 2015, relating to the above-captioned registration statement on Form S-4 filed with the Commission on June 9, 2015 (the “Registration Statement”) and Form 10-K for the year ended
December 31, 2014. The headings and paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the letter from the Staff. For your convenience, we have set forth the Staff’s comments in bold typeface
followed by our response in regular font.

 With this letter, CECO is filing Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement. We are providing supplementally to the Staff four copies of a version of Amendment No. 1 that have been marked by the financial printer to show the changes from the initial filing of the Registration Statement. All page references in
the responses set forth below are to the pages of Amendment No. 1. All capitalized terms not herein defined have the meanings ascribed to them in Amendment No. 1.

 Pamela Long

 July
10, 2015

 Registration Statement, filed June 9, 2015

General

1.
Please supplementally provide us with copies of all board books and other materials prepared by Jefferies and Stifel that were shared with the CECO and PMFG boards and their representatives.

Response: In response to the Staff’s comment, presentation materials that were prepared and shared by Jefferies LLC
(“Jefferies”) with the Board of Directors of CECO are being provided to the Staff under separate cover by counsel for Jefferies on a confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and
Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rules, counsel for Jefferies has requested that these materials be returned promptly following completion of the Staff’s review thereof. By separate
letter, counsel for Jefferies also has requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83. CECO has been further advised by PMFG, Inc. (“PMFG”) that the presentation materials prepared
by Stifel, Nicolaus & Company, Incorporated (“Stifel”) and shared with the PMFG Board of Directors are being provided to the Staff under separate cover by Latham & Watkins LLP, counsel for Stifel, on a confidential and
supplemental basis pursuant to Rule 418 of the Securities Act and Rule 12b-4 of the Exchange Act. PMFG has been advised by Stifel that, in accordance with such Rules, it has requested that these materials be returned promptly following completion of
the Staff’s review thereof, and that by separate letter, counsel for Stifel also has requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

Cover Page

2.
Please disclose the estimated value of the PMFG restricted stock units, options, and restricted stock that will be settled in cash from the $66.2 million consideration to be paid in cash.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on the cover page and on pages 14, 16,
24, 38, 65 and 131 of Amendment No. 1 have been revised to include the estimated value of the Cash Consideration to be paid for PMFG restricted stock units and options.

The Company respectfully notes that PMFG restricted stock will be treated in the same manner as any other outstanding share of PMFG common
stock and will have the right to elect for each share whether to receive the Cash Consideration or the Stock Consideration. The Company has revised the disclosure on the cover page to remove any ambiguity on this treatment.

Summary, page 23

3.
Please avoid repeating information in the Q&As and the Summary. These sections should fulfill distinct purposes. Currently, we note disclosure on the following items in both sections:

•

details about the special meetings;

 2

 Pamela Long

 July
10, 2015

•

what PMFG stockholders will receive in the transaction; and

•

tax consequences of the transaction.

 Response: In response to the Staff’s
comment, the disclosure in the Registration Statement in the Q&As section and the Summary section of Amendment No. 1 has been revised. The Company respectfully notes that it has preserved some discussion of what the PMFG shareholders will
receive in the Mergers in both the PMFG Q&A and the Summary as we viewed this information as material to both sections; however, the information in the PMFG Q&A has been reduced.

4.
Please add a section describing the additional indebtedness that will results from this transaction, including the amount of PMFG debt that will be assumed, the total outstanding indebtedness of the combined company
following the merger, and the total amount of financing CECO needs to complete the transaction.

 Response: In
response to the Staff’s comment, the disclosures in the Registration Statement on pages 34, 164 and 173-174 of Amendment No. 1 have been revised.

Opinion of CECO’s Financial Advisor, page 28

5.
Please disclose here that CECO will pay Jeffries [sic] $3.25 million, including $2.75 million payable contingent upon the closing of the first merger.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 28 of Amendment No. 1 has
been revised.

 Interests of PMFG Directors and Executive Officers in the Mergers, page 30

6.
Please quantify the aggregate value of the benefits that the PMFG directors and executive officers will receive as a result of their interests in the merger. Please also discuss financial interests that CECO’s
directors and executive officers will have in the merger, if any. We note the penultimate bullet point on page 36.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 29, 36 and 135 of Amendment
No. 1 have been revised.

 Risk Factors, page 38

The Mergers may not be accretive…, page 45

7.
Please disclose the anticipated amount of accretion per share.

 Response: In
response to the Staff’s comment, the disclosure in the Registration Statement on page 45 of Amendment No. 1 has been revised.

 3

 Pamela Long

 July
10, 2015

 The Mergers, page 81

Background of the Mergers, page 81

8.
Please revise your disclosure throughout this section to include a materially complete description of the discussions and/or negotiations relating the merger consideration, particularly the structure of the
consideration. For example, please elaborate on the following:

•

why the percentage of consideration payable in cash decreased from a high of 80% to 45%;

•

why CECO insisted that outstanding PMFG equity awards be paid in cash;

•

why CECO originally proposed an asymmetrical collar that focused more on protecting the upside potential of its stock; and

•

why CECO was consistently willing to pay a high premium, even in an “underperforming market.”

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 82, 84, 87-88 and 90-91 of
Amendment No. 1 have been revised.

9.
Please briefly discuss the strategic alternatives, other than “a broader sale process” that were discussed during the PMFG board meetings on March 10, 2014, March 26, 2014, and
January 16, 2015. We note your disclosure on page 104 that the PMFG board considered its standalone prospects.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 82 and 84 of Amendment
No. 1 have been revised.

10.
Please elaborate on PMFG’s changes in personnel and operational initiatives, as well as recent financial results, that contributed to CECO management’s preference to “devote its efforts to pursuing a
strategic transaction with PMFG” in early December 2014.

 Response: In response to the Staff’s comment,
the disclosure in the Registration Statement on page 83 of Amendment No. 1 has been revised.

11.
Please identify the synergies and performance metrics that the CECO board discussed on April 1, 2015.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 87 of Amendment No. 1 has
been revised.

 CECO Board’s Reasons for the Mergers, page 92

12.
Please elaborate, either here or in the Background section, on the items that supported and detracted from the CECO board’s recommendation of the mergers. The significance of many of these items is unclear
without additional context. Please review the disclosure throughout this section to provide the CECO board’s analysis of each factor and clearly explain how each particular factor is positive or negative, as the current disclosure is often
conclusive in nature or unclear. For example, and not by way of limitation, it is unclear:

•

what about PMFG’s financial condition, competitive position, and future prospects supported the board’s decision to recommend the transaction;

 4

 Pamela Long

 July
10, 2015

•

what were CECO’s standalone prospects, and how these compared to the transaction;

•

what about the nature of the industries that CECO and PMFG operate supported the board’s decision; and

•

how the mergers will diversify CECO’s revenue across new business lines and geographies.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 93-97 of Amendment No. 1
have been revised.

13.
Please discuss the board’s consideration of the merger consideration, including the composition and premium paid. Please address how it determined that such consideration was advisable, fair to, and in the best
interests of CECO and its stockholders.

 Response: In response to the Staff’s comment, the disclosures in the
Registration Statement on pages 95-96 of Amendment No. 1 have been revised.

 Opinion of CECO’s Financial Advisor, page 94

14.
We note that Jeffries [sic] and Stiffel [sic] each performed comparable companies analyses for PMFG and CECO, as well as precedent transactions analyses. Please revise the disclosure in this section to provide the
following:

•

disclose whether any companies meeting this criteria were excluded from the analysis and the reasons for doing so; and

•

disclose the size of each transaction, or the range of each transaction in the precedent transactions analysis.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 100-103 of Amendment
No. 1 have been revised with respect to the selected companies and selected transactions reviewed by Jefferies in connection with its selected public companies analysis and selected precedent transactions analysis and to reflect the overall
range of enterprise values of the selected transactions reviewed by Jefferies in its selected precedent transactions analysis as requested. The Company supplementally advises the Staff that Jefferies believes it did not exclude companies or
transactions from its selected public companies and selected precedent transactions analyses that in its professional judgment fit its selected criteria; however, since the selection of relevant companies and transactions involves professional
judgment, the disclosure appearing on page 100 of Amendment No. 1 has been revised to indicate that the selected companies and selected transactions reviewed for purposes of Jefferies’ selected public companies and selected precedent
transactions analyses may not necessarily include all companies and transactions that could be deemed relevant for comparative purposes with CECO, PMFG or the Mergers.

In response to the Staff’s comment as it relates to the opinion of Stifel, the disclosures in the Registration Statement on pages 117-120
of Amendment No. 1 have been revised.

 5

 Pamela Long

 July
10, 2015

 Certain PMFG and CECO Financial Projections, page 119

15.
Please confirm that you have disclosed all of the material financial projections exchanged between PMFG and CECO under this section, and revise the proxy statement/prospectus, if necessary, to disclose all material
financial projections.

 Response: In response to the Staff’s comment, the Company supplementary confirms for
the Staff that it believes it has disclosed all of the material financial projections exchanged between PMFG and CECO under this section.

 Summary
of Certain Financial Projections Prepared by CECO and Provided to PMFG, page 122

16.
In the Background section, please disclose when CECO provided unaudited financial projections regarding its future operations for calendar years 2015 through 2019 to PMFG.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 88 of Amendment No. 1 has
been revised.

 Legal Proceedings Related to the Mergers, page 140

17.
Please provide any material updates regarding the pending class action suits that are challenging the merger.

Response: In response to the Staff’s comment, the disclosures in the Registration Statement on pages 27, 41 and 144 of Amendment
No. 1 have been revised.

 The Merger Agreement, page 143

18.
We note that the representations and warranties of CECO and PMFG are qualified by disclosure schedules. Please provide us supplementally with a list that briefly identifies the contents of the disclosure schedules.
In addition, please file an agreement to furnish the staff with a copy of any omitted schedule upon request. The agreement to furnish the staff with copies of omitted schedules may be included in the exhibit index to the registration statement.

 Response: In response to the Staff’s comment regarding the brief description of disclosure schedules, please
find below a list identifying the contents of all omitted disclosure schedules. In response to the Staff’s request regarding the filing of an agreement to furnish omitted schedules, CECO respectfully submits that such an agreement has
previously been included on the exhibit index found on page II-5 of the Registration Statement and is further included on the exhibit index found on page II-5 of Amendment No. 1.

 6

 Pamela Long

 July
10, 2015

 PMFG Disclosure Schedules:

Section 4.1

Subsidiaries

Section 4.3

Capitalization, Etc.

Section 4.5

No Conflict; Required Filings and Consents

Section 4.6

Compliance with Law

Section 4.8

Certain Changes or Events

Section 4.9

Undisclosed Liabilities

Section 4.10(a)

Material Contracts

Section 4.11

Absence of Litigation

Section 4.13

Company Employee Plans; Employment Agreements

Section 4.14

Labor Matters

Section 4.15

Title to Property

Section 4.17

Real Property

Section 4.18

Tax Returns

Section 4.19

Environmental Matters

Section 4.20

Intellectual Property

Section 4.23

Import and Export Control Laws

Section 6.1

Conduct of Business

Section 7.8

Indemnification Agreements

Section 7.9

Employee Matters

Section 10.4(l)

Material Company Subsidiaries

CECO Disclosure Schedules:

Section 5.1

Organization and Qualification; Subsidiaries

Section 5.3

Capitalization

Section 5.5(a)

No Conflict

Section 5.6(a)

Compliance

Section 5.10(a)

Parent Material Contracts

Section 5.13

Labor Matters

Section 5.14(b)

Tax Returns Subject to Audit

 Adjusted Unaudited PMFG Information…, page 54

19.
Please revise your explanation of f

July 6, 201 5

Via E -mail
Jeffrey Lang
Chief Executive  Officer
CECO Environmental Corp.
4625 Red Bank Road, Suite 200
Cincinnati, O H 45227

Re: CECO Environmental Corp.
Registration Statement on Form S -4
Form 10 -K for the Year Ended  December 31, 2014
Filed June 9, 2015
  File No. 333-204816

Dear Mr. Lang :

We have reviewed your registration statement 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 by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

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

General

1. Please supplementally provide us with copies of all board books and other materials
prepared by Jefferies and Stifel that were shared with the CECO and PMFG boards and
their representatives.

Cover Page

2. Please disclose the estimated value of the PMFG rest ricted stock units, options, and
restricted stock that will be settled in cash from the $66.2 million consideration to be paid
in cash.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 2

Summary, page 23

3. Please avoid repeating information in the Q&As and the Summary.  These sections
should fulfill dis tinct purposes.  Currently, we note disclosure on the following items in
both sections:
 details about the special meetings;
 what PMFG stockholders will receive in the transaction; and
 tax consequences of the transaction.

4. Please add a section describing the additional indebtedness that will results from this
transaction, including the amount of PMFG debt that will be assumed, the total
outstanding indebtedness of the combined company following the merger, and the total
amou nt of financing CECO needs to complete the transaction.

Opinion of CECO’s Financial Advisor, page 28

5. Please disclose here that CECO will pay Jeffries $3.25 million, including $2.75 million
payable contingent upon the closing of the first merger.

Intere sts of PMFG Directors and Executive Officers in the Mergers, page 30

6. Please quantify  the aggregate value of the benefits that the PMFG directors and executive
officers will receive as a result of their interests in the merger.  Please also discuss
financi al interests that CECO’s directors and executive officers will have in the merger, if
any.  We note the penultimate bullet point on page 36.

Risk Factors, page 38
The Mergers may not be accretive…, page 45

7. Please disclose the anticipated amount of accret ion per share.

The Mergers, page 81
Background of the Mergers, page 81

8. Please revise your disclosure throughout this section to include a materially complete
description of the discussions and/or negotiations relating the merger consideration,
particular ly the structure of the consideration.  For example, please elaborate on the
following:
 why the percentage of consideration payable in cash decreased from a high of 80% to
45%;
 why CECO insisted that outstanding PMFG equity awards be paid in cash;
 why CEC O originally proposed an asymmetrical collar that focused more on
protecting the upside potential of its stock; and

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 3

  why CECO was consistently willing to pay a high premium, even in an
“underperforming market.”
9. Please briefly discuss the strategic alternati ves, other than “a broader sale process” that
were discussed during the PMFG board meetings on March 10, 2014, March 26, 2014,
and January 16, 2015.  We note your disclosure on page 104 that the PMFG board
considered its standalone prospects.

10. Please elaborate on PMFG’s changes in personnel and operational initiatives, as well as
recent financial results, that contributed to CECO management’s preference to “devote its
efforts to pursuing a strategic transaction with PMFG” in early December 2014.

11. Pleas e identify the synergies and performance metrics that the CECO board discussed on
April 1, 2015.

CECO Board’s Reasons for the Mergers, page 92

12. Please elaborate, either here or in the Background section, on the items that supported
and detracted from the CECO board’s recommendation of the mergers.  The significance
of many of these items is unclear without additional context.   Please review the
disclosure throughout this section to provide the CECO board’s analysis of each factor
and clearly explain how e ach particular factor is positive or negative, as the current
disclosure is often conclusive in nature or unclear.  For example, and not by way of
limitation, it is unclear:
 what about PMFG’s financial condition, competitive position, and future prospects
supported the board’s decision to recommend the transaction;
 what were CECO’s standalone prospects, and how these compared to the transaction;
 what about the nature of the industries that CECO and PMFG operate supported the
board’s decision; and
 how the me rgers will diversify CECO’s revenue across new business lines and
geographies.

13. Please discuss the board’s consideration of the merger consideration, including the
composition and premium paid.  Please address how it determined that such
consideration wa s advisable, fair to, and in the best interests of CECO and its
stockholders.

Opinion of CECO’s Financial Advisor, page 94

14. We note that Jeffries and Stiffel each performed comparable companies analyses for
PMFG and CECO, as well as precedent transactions  analyses. Please revise the disclosure
in this section to provide the following:
 disclose whether any companies meeting this criteria were excluded from the analysis
and the reasons for doing so; and
 disclose the size of each transaction, or the range of each transaction in the precedent
transactions analysis.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 4

Certain PMFG and CECO Financial Projections, page 119

15. Please confirm that you have disclosed all of the material financial projections exchanged
between PMFG and CECO under this section, and revis e the proxy statement/prospectus,
if necessary, to disclose all material financial projections.

Summary of Certain Financial Projections Prepared by CECO and Provided to PMFG, page 122

16. In the Background section, please disclose when CECO provided unaudited financial
projections regarding its future operations for calendar years 2015 through 2019 to
PMFG.

Legal Proceedings Related to the Mergers, page 140

17. Please provide any material updates regarding the pending class action suits that are
challen ging the merger.

The Merger Agreement, page 143

18. We note that the representations and warranties of CECO and PMFG are qualified by
disclosure schedules. Please provide us supplementally with a list that briefly identifies
the contents of the disclosure sc hedules.  In addition, please file an agreement to furnish
the staff with a copy of any omitted schedule upon request. The agreement to furnish the
staff with copies of omitted schedules may be included in the exhibit index to the
registration statement.

Adjusted Unaudited PMFG Information…, page 54

19. Please revise your explanation of footnotes (4) and (6) to specifically address how you
derived your basic and diluted income per share amounts as well as the weighted average
number of common shares outstanding for the six months ended June 28, 2014 and the
twelve months ended December 27, 2014.

Unaudited Pro F orma Condensed Combined Financial Statements, page 173

Unaudited Pro Forma Condensed Combined Statement of Income, page 176

20. Please revise your disclosures to provide a reconciliation of your historical basic and
diluted net income (loss) per share to you r pro forma basic and diluted net income (loss)
per share for the year ended December 31, 2014 and for the period ended March 31,
2015.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 5

 21. In footnote (2) on page 176, you indicate that the share number was calculated based on
pro forma equity of $80,850 divided by the 15 day average share price of CECO common
stock at May 28, 2015.  Please revise your footnote to provide a more robust discus sion
of how these share amounts were calculated including but not limited to disclosing the
actual 15 -day average share price and disclosing the exchange ratio used to determine the
shares issued as merger consideration for the purchase of PMFG.  Please al so tell us why
you used the 15 -day average share price of CECO common stock at May 28, 2015 for
your calculation.

22. With regards to notes H and O on page 181, please explain how you determined the tax
rate used to calculate your adjustments.

Notes To Unaudited Pro Forma Condensed Combined Financial Information, page 178

2. Assets Acquired and Liabilities Assumed, page 179

23. We note  that you have subtracted historical noncontrolling interest from your book value
of net assets acquired to determine your adjusted book value of net tangible assets
acquired.  Please tell us what consideration you gave to measuring the non -controlling
interest in PMFG at its acquisition date fair value in accordance with ASC 805 -20-30-1.

Exhibits 99.3 and 99.4

24. Please ensure that the proxy card is marked is “preliminary” until the time that you file a
definitive proxy statement. See Rule 14a -6(b).

Exhibit 99.7

25. We note the statement “…nor is the Opinion to be filed with, included in or r eferred to, in
whole or in part in any registration statement (including any subsequent amendments to
the Registration Statement), proxy statement or any other document, except in
accordance with our prior written consent. ”  Please provide the basis for th e consent not
applying to amendments or confirm for us that a consent will be filed with each
amendment.

CECO Environmental Corp. Form 10 -K for the Year Ended  December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
32

26. You indicate on page F -18 that your analysis of qualitative factors for four reporting units
with total goodwill of $105.4 mil lion as of December 31, 2014 led  to the conclusion that
is was not more like ly than not that the fair value for these reporting units exceeded the
carrying value.  In addition, you indicated that the aggregate excess of fair value of the
reporting units over their carrying value was not significant.  In order for investors to

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 6

 more  fully understand your assessment and to better assess the likelihood of impairment
charges in the future, please tell us and revise your critical accounting policies on page 50
or your footnote on page F -18 to address the following:
 Quantify and discuss t he most significant assumptions you used to estimate the fair
values of those reporting units where aggregate excess of fair value over carrying value
was not significant ;
 Provide sensitivity analyses that indicate  the potential impact of changes in signif icant
assumptions ; and
 Quantify and discuss the nature of any other material intangible assets or long -lived
assets related to those reporting units that may also be at risk for impairment .  Please also
provide sensitivity analyses, if applicable.

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

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

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

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

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

You may contact Ernest Greene , Staff Accountant at 202 -551-3733  or Lisa Etheredge ,
Staff Accountant , at 202 -551-3424  if you have questions regarding comments on the  financial
statements and related matters.  Please conta ct David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 7

 Sincerely,

 /s/ Craig Slivk a, for

 Pamela Long
Assistant Director

cc: Via E-mail
Toby Merchant , Esq.
 Squire Patton Boggs (US) LLP

July 25, 2013

Via E -mail
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp.
4625 Red Bank Road, Suite 200
Cincinnati, Ohio 45227

Re: CECO Environmental Corp.
Form 10-K for Fiscal Year Ended December 31, 2012
Filed March 15 , 2013
File No. 000-07099

Dear Mr. Lang :

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 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 u rge 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 rules require.

Sincerely,

 /s/ Pamela Long

Pamela Long
Assist ant Director

CORRESP
1
filename1.htm

CORRESP

 CECO Environmental Corp.

4625 Red Bank Road

Cincinnati, OH 45227

 July 24,
2013

 VIA EDGAR

Pamela Long

 Assistant Director

United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

(File No. 333-188797)

 Ladies and
Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, CECO Environmental Corp. (the
“Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-188797) be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 10:00
a.m., Washington, D.C. time, on July 25, 2013 or as soon as practicable thereafter.

 In connection with the foregoing
request for acceleration of effectiveness, the Company hereby acknowledges the following:

•

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

•

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

•

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

 Please contact Kathryn A. Erickson at
(312) 214-4867 with any questions you may have concerning this request, and please notify her when this request for acceleration has been granted.

Very truly yours,

CECO Environmental Corp.

By:

/s/ Jeffrey Lang

Name:

Jeffrey Lang

Title:

Chief Executive Officer

cc:
Barnes & Thornburg LLP

Leslie J. Weiss

Kathryn A. Erickson

CORRESP
1
filename1.htm

CORRESP

 July 22, 2013

 Pamela Long

 Assistant Director

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

Amendment No. 1 to Registration Statement on Form S-4

 Filed July 3, 2013

 File No. 333-188797

Dear Ms. Long:

 On behalf
of CECO Environmental Corp. (“CECO” or the “Company”), set forth below are responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) that you provided in your letter dated July 16, 2013, with respect to the filing referenced above. We have included in this letter, where relevant, responses forwarded to us by counsel to, and/or representatives of,
CECO, Met-Pro Corporation (“Met-Pro”), Jefferies LLC, and William Blair & Company, L.L.C. (“William Blair”) regarding the Staff’s comments relating to the filings referenced above. For the Staff’s convenience,
the text of the Staff’s comments is set forth below in bold followed in each case by the response.

 With this letter,
CECO is filing Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form S-4 (the “Registration Statement”). We are providing supplementally to the Staff four copies of a version of Amendment No. 2
that have been marked by the financial printer to show the changes to Amendment No. 1 to the Registration Statement that was filed on July 3, 2013. All page references in the responses set forth below are to the pages of Amendment
No. 2 that have been marked by the financial printer. All capitalized terms not herein defined have the meanings ascribed to them in Amendment No. 2.

 Amendment No. 1 to Registration Statement on Form S-4

 What Will Happen
in the Mergers, page 16

1.
We note your response to comment eight of our letter dated June 19, 2013. However, the 40% continuity of interest test you describe appears to be applied to the
first merger. It is unclear how the second merger helps the transactions qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Please revise to explain this more clearly.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 16 of Amendment No. 2
has been revised.

 Composition of the CECO Board of Directors and Management after Closing of the Mergers, page 83

2.
Please identify each person who will serve as a director or an executive officer of CECO after the transaction, regardless of whether they currently hold positions
with CECO or Met-Pro.

 Ms. Pamela Long

 July 22, 2013

  Page
 2

 Response: In response to the Staff’s comment, the disclosure in the
Registration Statement on page 87 of Amendment No. 2 has been revised.

 Reasons for the Mergers, page 56

3.
We note your response to our comment 37 that the board doesn’t consider the qualification of the Mergers as tax-free as necessary. Please clarify whether this
means that the board doesn’t believe the qualification is necessary to William Blair’s opinion, or whether the board believes the qualification is not necessary to its own decision to approve the transaction. If the former, please
elaborate on the basis for its belief, since William Blair did explicitly include the assumption that the Mergers would qualify as tax-free.

 Response: : In response to the Staff’s comment, the disclosure in the Registration Statement on page 58 of Amendment No. 2 has been revised.

Opinion of Financial Advisor to Met-Pro, page 59

4.
Given the uncertainty of the tax treatment of the Mergers, please explain why William Blair assumed that the transaction would be tax-free, including whether you
provided William Blair with any instruction as to whether or not to make this assumption. Please see Item 1015(a)(6) of Regulation M-A.

 Response: In response to the Staff’s comment, the disclosure in the Registration Statement on page 63 of Amendment No. 2 has been revised.

Met-Pro Financial Projections, page 79

5.
Please revise your disclosures on pages 79 and 80 to briefly describe how management for each company calculated “Adjusted EBITDA”.

 Response: In response to the Staff’s comment, the disclosure in the Registration Statement on
page 82 of Amendment No. 2 has been revised. Please note that Met-Pro provided the financial measure “EBITDA,” not “Adjusted EBITDA,” which is now reflected on page 81 of Amendment No. 2.

Treatment of Equity Awards, page 80

6.
We note your disclosure that Met-Pro officers will receive $2,974,153 of value in connection with their options, and directors will receive $920,661 of value in
connection with options and RSUs. Please clarify what other benefits and payments the officers and directors will receive that will result in the aggregate approximate value of $7,682,170, which you cite in this section.

 Response: In response to the Staff’s comment, the disclosure in the Registration Statement on
pages 20, 31 and 82 of Amendment No. 2 has been revised.

 Material United States Federal Income Tax Consequences, page 94

7.
Please revise the first sentence of this section to confirm that the discussion constitutes counsels’ opinions. As drafted, counsel appears to opine on the
quality of the discussion. This comment also applies to the statements in the opinions filed as exhibits 8.1 and 8.2 that disclosure in the registration statement is “an accurate description of the principal relevant United States Federal
income tax consequences in all material respects.” Please see Sections III.B.2. and C.2. of Staff Legal Bulletin 19.

 Ms. Pamela Long

 July 22, 2013

  Page
 3

 Response: In response to the Staff’s comment, the disclosure in the
Registration Statement on page 97 and in exhibits 8.1 and 8.2 of Amendment No. 2 has been revised.

 Notes to Unaudited Pro Forma
Condensed Combined Financial Information, page 124

 4. Pro Forma Adjustments, page 138

8.
We note your response to comment 58 from our letter dated June 19, 2013. Your disclosures regarding adjustments J and K indicate that these adjustments are
based upon expectations and/or assumptions. As a result, these adjustments may not be factually supportable. While we believe it is important to disclose in a footnote to the pro forma statements of income the nature and terms of your contingent
consideration agreements, we do not believe that pro forma adjustments to the statements of income for these agreements would be appropriate, unless you are able to demonstrate that they are factually supportable. Please revise your pro forma
financial statements and disclosures accordingly. Refer to Rule 11-02(b)(6) of Regulation S-X.

Response: In response to the Staff’s comment, the disclosure in the Registration Statement on pages 36, 38, 137, 138 and 142
of Amendment No. 2 has been revised. A footnote describing the nature and terms of the contingent consideration agreements remains, as revised, however, the pro forma adjustments with respect to such items have been removed.

9.
We note your response to comment 59 from our letter dated June 19, 2013. Please disclose in the note to adjustment O whether the interest rate used is the
weighted average rate during each period presented or the rate as of a given date.

 Response: In
response to the Staff’s comment, the disclosure in the Registration Statement on page 143 of Amendment No. 2 has been revised.

Proxy Statement filed April 12, 2013

 Executive Compensation, page 13

 2012 Executive Incentive Bonuses and Cash
Bonuses, page 16

10.
We note your disclosure that Mr. Lang is entitled, under his Employment Agreement, to an incentive cash bonus of up to 100%. It appears that
Mr. Lang’s bonus in 2011 was more than 100% of his base salary. Please tell us supplementally, with a view toward disclosure in future filings, if necessary, the basis for this discrepancy.

Response: In January 2012, CECO’s Compensation Committee awarded Mr. Lang, due to his performance in 2011, his incentive
bonus for 2011 based on the amount of his then current salary instead of his salary as of 2011. Future filings will disclose the basis for this discrepancy, including placing the portion of the bonus that is in excess of 100% of his base salary in
the “Bonus” column instead of the “Non-Equity Incentive Plan Compensation” column.

11.
We note that in 2012 Mr. Flaherty was granted twice as many options as the other directors. In future filings, please include a footnote explaining any
disparities in director compensation.

 Ms. Pamela Long

 July 22, 2013

  Page
 4

 Response: Future filings will include a footnote explaining any disparities in
director compensation, similar to the following:

 Mr. Flaherty received an additional 6,000 options in recognition of
his service as the Chairman of the Compensation Committee.

 If you have any questions please do not hesitate to contact
the undersigned at (312) 214-4867. Thank you for your continued assistance.

 Very truly yours,

 BARNES & THORNBURG LLP

 /s/ Kathryn A. Erickson

 Kathryn A. Erickson

cc:
Asia Timmons-Pierce

 Rufus
Decker

 Lisa Etheredge

 Securities and Exchange Commission

 Jeffrey Lang

Benton Cook

CECO Environmental Corp.

 Raymond De Hont

 Neal Murphy

Met-Pro Corporation

 Leslie Weiss

 Barnes & Thornburg LLP

Jeffrey Nicholas

Vincent Vietti

Fox Rothschild LLP

July 16 , 2013

Via E -mail
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp .
4625 Red Bank Road, Suite 200
Cincinnati, Ohio 45227

Re: CECO Environmental Corp .
Amendment No. 1 to Registration Statement on Form S-4
Filed July 3, 2013
  File No. 333-188797

Dear Mr. Lang :

We have reviewed your amendment and your letter dated July 3, 2013, and we have the
following comments.

Amendment No. 1 to Registration Statement on Form S -4

What Will Happen in the Mergers, page 16
1. We note your response to comment eight of our letter dated June 19 , 2013 .  However, the
40% continuity of interest test you describe appears to be applied to the first merger.  It is
unclear h ow the second merger helps the transactions qualify as a reorganization under
Section 368(a)  of the Internal Revenue Code.  Please revise to explain this more clearly.
Composition of the CECO Board of Directors and Management after Closing of the Mergers,
page 83
2. Please identify each person who will serve as a director or an executive officer of CECO
after the transaction, regardless of whether they currently hold positions with CECO or
Met-Pro.
Reasons for the Mergers, page 56
3. We note your response to ou r comment 37 that the board doesn’t consider the
qualificat ion of the Mergers as tax -free a s necessary.  Please clarify whether this means
that the board doesn’t believe the qualification is necessary to William Blair’s opinion, or
whether the board believ es the qualification is not necessary to its own decision to
approve the transaction.  If the former, please elaborate on the basis for its belief, since

Jeffrey Lang
CECO Environmental Corp
July 16 , 2013
Page 2

 William Blair did explicitly include the assumption that the Mergers would qualify as
tax-free.
Opini on of Financial Advisor to Met -Pro, page 59
4. Given the uncertainty of the tax treatment of the Mergers, please explain why William
Blair assumed that the transaction would be tax -free, including whether you provided
William Blair with any instruction as to whether or not to make this assumption.  Please
see Item 1015(a)(6) of Regulation M -A.
Met-Pro Financial Projections, page 79
5. Please revise your disclosures on pages 79 and 80 to briefly describe how management
for each company calculated “Adjusted EBITDA ”.
Treatment of Equity Awards, page 80
6. We note your disclosure that Met -Pro officers will receive $2,974,153 of value in
connection with their options, and directors will receive $920,661 of value in connection
with options and RSUs.  Please clarify what o ther benefits and payments the officers and
directors will receive that will result in the aggregate approximate value of $7,682,170,
which you cite in this section.
Material United States Federal Income Tax Consequences, page 94
7. Please revise the first sentence of this section to confirm that the discussion constitutes
counsels’ opinions.  As drafted, counsel appears to opine on the quality of the discussion.
This comment also applies to the statements in the opinions filed as exhibits 8.1 and 8.2
that disclosure in the registration statement is “an accurate description of the principal
relevant United States Federal income tax consequences in all material respects.”  Please
see Sections III.B.2. and C.2. of Staff Legal Bulletin 19.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 124

4. Pro Forma Adjustments, page 138

8. We note your response to comment 58 from our letter dated June 19, 2013.  Your
disclosures regarding adjustments J and K indicate that these adjustments are based upon
expectations and/or assumptions.  As a result, these adjustments may not be factually
supportable.  While we believe it is important to disclose in a footnote to the pro forma
statements of income the nature and terms of your contingent consideration agreements,
we do not believe that pro forma adjustments to the statements of income for thes e
agreements would be appropriate, unless you are able to demonstrate that they are

Jeffrey Lang
CECO Environmental Corp
July 16 , 2013
Page 3

 factually supportable.  Please revise your pro forma financial statements and disclosures
accordingly.  Refer to Rule 11 -02(b)(6) of Regulation S -X.

9. We note your response to comment 59 from our letter dated June 19, 2013.  Please
disclose in the note to adjustment O whether the interest rate used is the weighted average
rate during each period presented or the rate as of a given date.
Proxy Statement filed April 12, 2013
Executive Compensation, page 13
2012 Executive Incentive Bonuses and Cash Bonuses, page 16
10. We not e your disclosure that Mr. Lang is entitled, under his Employment Agreement, to
an incentive cash bonus of up to 100%. It appears that Mr. Lang's bonus in 2011 was
more than 100% of his base salary.  Please tell us supplementally, with a view toward
disclosure in future filings, if necessary, the basis for this discrepancy.

11. We note that in 2012 Mr. Flaherty was granted twice as many options as the other
directo rs.  In future filings, please include a footnote explaining any disparities in director
compensation.

You may contact Lisa Etheredge, Staff Accountant,  at 202-551-3424  or Rufus Decker,
Accounting Branch Chief,  at 202-551-3769 if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Asia Timmons -Pierce, Staff Attorney,  at
202-551-3754  or me at  202-551-3765  with any other questions.

Sincerely,

 /s/ Pamela Long

Pamela Long
Assistant Director

cc: Kathryn Erickson , Via E -mail
      Leslie J. Weiss , Via E -mail

June 19, 2013

Via E -mail
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp
4625 Red Bank Road, Suite 200
Cincinnati, Ohio 45227

Re: CECO Environmental Corp
Registration Statement on Form S-4
Filed May 23, 2013
  File No. 333-188797

Dear Mr. Lang :

We have reviewed your registration statement  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

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

Registration Statement on Form S -4

General

1. Please suppplementally provide us with copies of all board books and other materials
prepared by Jeff eries and William Blair  that were  shared with the CECO board and Met -
Pro b oard and their representatives.

2. We note that the partie s exchanged projected financial information in connection with the
fairness opinions.  Please disclose all material financial projections that the parties
exchanged, and supplementally provide us with all financial projections and forecasts that
Jefferies and William Blair  used in preparing the analys es relating to their fairness
opinions.

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 2

 3. It appears tha t the M et-Pro shareholders  will not elect the type of Merger  consideration to
be received at the same time as the vote on the Merger Agreement.  Please advise us of
your consideration of the applica bility of the tender of fer rules to the cash election.
Please refer to Release No. 34-14699  (April 24, 1978) .

4. We note your disclosure on page 9 that the form of election that will be sent promptly
after adoption by Met -Pro shareholders of the Merger Agreement and approval of the
transactions thereby.  Please clarify what you mean by “promptly after.”

Cover page

5. Please disclose the number of shares to be issued in the First Merger.  If this is
impracticable, please disclose the percentage of shares of CECO that Met -Pro
shareholde rs will own upon completion of the Merger .

Questions and Answers about the Special Meetings, pages 1 and 10; Summary, page 14

6. Please avoid repeating information in the Q&As and the Summary.  The se sections
should fulfill distinct purposes.  Currently, we note disclosure on the following items in
both sections:

 What Met -Pro shareholders will receive in the Merger ;
 Tax consequences of the Merger ; and
 Record dates, quorum requirements and votes required for the Mergers .
Summary, page 10
7. We your disclosure on page 41 that under CECO’s initial proposal of a merger of equals,
CECO would have six representatives and Met -Pro would have three representatives on
the board of the combined company.  We also note that your 425 communications
indicate that Mr. De Hont, CEO of Met -Pro and Mr. Murphy, CFO of Met -Pro will jo in
the Company as COO and CFO.   Please add a section discussing the composition of the
board of directors and management after the closing of the  Mergers, as required by Item
18(a)(7) of Form S -4.  Please also refer to Rule 438 and provide the appropriate consents
of the directors you have selected, or tell us when and how you propose to update your
filing to include this information.

8. Please bri efly describe the terms of the Second Merger and your reasons for it.  Please
also clarify that shareholders will not have an opportunity to vote on the Second Merger.

9. Please include a section that addresses whether any federal or state regulatory
require ments must be complied with or approval must be obtained, and if so, the status of
such compliance or approval.  Please see Item 3(i) of Form S -4.  In this regard, we also
note disclosures that each company’s board of directors considered as a potentially

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 3

 negative factor concerning the Mergers the “regulatory risks” associated with the
Mergers an d combining the two companies.  Please consider whether risk factor
disclosure of regulatory matters would also be appropriate.

10. Since shareholders will vote on the  transaction prior to making their election or knowing
what the value of any CECO shares they receive in the Merger  will be, under an
appropriate subheading, please disclose the time period anticipated between the vote and
closing.
The Companies, page 1 4
11. Please disclose that Met -Pro is a Pennsylvania corporation.
What Met -Pro Shareholders Will Receive in the Merger, page 15
12. Please clarify, here and on page 75, that Met -Pro does not have any right to terminate the
transaction if the CECO share price falls below $10.17, such that Met -Pro shareholders
could receive CECO shares valued at less than $13.75 per Met -Pro Share.  Please also
clarify whether in this case, the vote of Met -Pro shareholders would be resolicited.

13. Please provide an example of the n umber of CECO shares to be issued on a Met -Pro per -
share basis using the trading price of CECO common stock as of the latest practicable
date.  Also provide illustrative disclosure, in tabular format or using an other clear
presentation, showing th e price of CECO common stock at the  top and bottom of the
collar as well as a reasonable range of prices of CECO’s common stock, and the
respective exchange ratios and values of the CECO common stock that the Met -Pro
shareholders would receive on a per -Met-Pro share basis  in each ca se.  In this regard,
please consider the volatility in the market price of CECO’s common stock, including,
for example, that it appears to have traded consistently and sometimes significantly
below $10.17 per share prior to January 2013.  Lastly, please disclose that the actu al
value of the consideration and number of shares to be issued may differ from the example
as of the latest practicable date, given that the actual value and number of shares will not
be determined until immediately preceding the closing .
How and when do M et-Pro shareholders make a cash election or a stock election?, page 3
14. Please disclose the minimum number of business days that Met -Pro shareholders will
have from the time that you mail the election form to make their election , both here and
under “Election Deadline ” on page 77 .
Opinion of Financial Advisor  to Met -Pro; Opinion of Financial Advisor to CECO, page 17
15. Please disclose the fees paid or payable to each financial advisor, and the fact that most
of the payment is contingent upon the closing of the transactions.

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 4

 Comparison of Rights of Common Shareho lders of Met -Pro...of CECO, page 18
16. Please revise this section to include a brief summary comparing the rights of the holders
of common stock of Met -Pro and CECO.
Risk Factors, page 21
17. We note your discl osure  on page 53 that Met -Pro did not solicit proposals from other
bidders and that Met -Pro did not have contact with any potential buyers other CECO.
Please revise your risk factors section to include this risk.

18. Please include a risk  factor  regarding the ability to finalize and consumma te the financing
arrangements contemplated by the Commitment Letter.
The Mergers may not be accretive and may cause dilution to the combined company’s earnings
per share . . . , page 25
19. This risk factor appears to discuss two risks:  that the Mergers will  not be accretive, and
that the issuance of additional CECO shares may cause the market price of  CECO
common stock to decline.  Please describe these risks under separate  subheadings.

20. In the risk factor discussing the possibility that the Mergers  may not be accretive and
synergies may not be realized to the extent CECO expects, please disclose the expected
amount of accretion and synergies, both here and in the section entitled “CECO’s
Reasons for the Mergers” on page 63.
Certain Directors and Exe cutive Officers of Met -Pro may have potential conflicts of interest . . . ,
page 26
21. Please clarify here and in the section entitled “Treatment of Equity Awards” on page 73,
that unlike other Met -Pro shareholders who may elect to receive cash in the Merger,  the
officers and directors holding Equity Awards will not be subject to proration of their cash
consideration in the event that cash is oversubscribed in the Merger.
Selected Historical Consolidated Financial Information of CECO  Environmental Corp., page 29
22. Please revise your tables on pages 29 and 30 and elsewhere throughout your filing as
necessary to clarify what each company includes in the line item t itled “long -term
obligations”.  For example, it appears that CECO’s presentation for the year ended
December 31, 2012 includes all non -current liabilities whereas Met -Pro’s presentation for
the year ended January 31, 2013 includes only the non -current portion of debt and
excludes other non -current liabilities such as accru ed pension liabilities and deferred
income tax liabilities.

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 5

 Selected Historical Consolidated Financial Information of Met-Pro Corporation, page 30
23. Please revise to include unaudited information for the three month periods ended April
30, 2013 and 2012.  Please refer to Instruction 4 to Item 301 of Regulation S -K and Item
3 of Form S -4.
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 31
24. Pro forma balance sheet information should only be presented as of the most recent
balance sh eet date.  Please remove here and elsewhere throughout the filing the pro forma
balance sheet data as of December 31, 2012.  Similarly remove the pro forma book value
per share information as of December 31, 2012 from page 33.  Refer to Rule 11 -02(c)(1)
of Regulation S -X.
The Mergers, page 39
General
25. Please include a separate section here and in the summary detailing the interest of the
CECO directors and executive officers in the Mergers.  Please consider whether a risk
factor regarding potential conflicts  of interest of the CECO directors and executive
officers in the Mergers  is appropriate .
Background of the Mergers, page 39
26. Please briefly explain why Met -Pro determined not to pursue a strategic transaction with
CECO in 2010 following their preliminary discussi ons and execut ion of the mutual
Confidentiality Agreement the parties had entered into at that time.

27. Please describe the discussions relating to the inclusion of a standstill provision . Please
briefly disclose why CECO was willing to be subject to the standstill provi sion in 2012,
but not in 2010.

28. Please disclose whether there were any ongoing material discussions between August 30,
2010 and November 5, 2010 and the nature of such discussions.

29. Please briefly discuss the analysis of Met -Pro’s strategic alternatives t hat William Blair
presented at the November 5, 2010 board meeting.  Tell us supplementally whether the
analysis is related in any way to the current transaction.

30. We note that in August 2012, the Met -Pro board determined that before it could consider
a transaction with CECO, it should evaluate its strategic alternatives.  P lease discuss what
consideration the Met -Pro board gave to alternatives to the CECO transaction, including
remaining a standalone company or transactions with other companies in the industry.  In

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 6

 particular, please  discuss the strategic alternatives discussed at the boar d of directors
meetings held on October 16, 2012, December 20, 2012  and January 10, 2013 .  Please
discuss the board’s conclusion about those alternatives , and  also explain why Met -Pro did
not contact any other potential bidders or buyers, as disclosed on p age 53.  In this regard,
we note your disclosure on page 51 that the Met -Pro board did not believe it likely that
other buyers would be willing to acquire Met -Pro at a price in excess of $13.75.
However, the discussions of strategic alternatives appear to have occurred  and been
discontinued before CECO signed the indication of interest with a purchase price of
$13.75 on March 5.

31. In your disclosure in the last paragraph beginning on page 39, p lease elaborate on the
aspects of CECO’s “improved financial position, increased market capitalization and
improved financial merits” that le d the CECO board to reconsider  a transaction with Met -
Pro in March 2012.

32. Please expand your discussion to explain why CECO determined ultimately to offer both
cash and stock as oppose d to using only stock as initially proposed in November 2012.

33. Please discuss the merits of the business combination as discussed by the parties at the
November 27, 2012 meeting.

34. We note that the parties discussed expected synergies at meetings on Januar y 29, 2013
and February 7 , 2013  and February 8, 2013 .  Please elaborate on the nature of these
synergies, and quantify them if possible.
Met-Pro’s Reasons for the Mergers and Recommendation Board of Directors, page 50
35. Disclosure on page 45 regarding the Ja nuary 29, 2013 meeting between representatives of
Met-Pro and CECO states that the parties discussed potential business synergies, and that
more information about the synergies appears in “Met -Pro’s Reasons for the Mergers and
Recommendation of the Met -Pro Board of Directors” beginning on page 50.  However,
we did not locate a discussion of synergies as a reason for Met -Pro’s participation in the
Mergers in that section.  Please revise the section beginning on page 50 to describe and
quantify, where possibl e, the synergies contemplated by Met -Pro’s board of directors in
approving the Merger and recommending it to Met -Pro shareholders.

36. We note your disclosure that you did not have contact with any potential buyers other
than CECO.  In this section, as well as in the “Background ” section as requested above,
please  explain the basis of  the Met -Pro’s board’s belief that it was unlikely that any other
financial or strategic buyers would acquire Met -Pro at a price in excess of $13.75.

37. We note that Met -Pro cites the fairness opinion of William Blair as a factor supporting its
belief that the transaction is in the best interest of its shareholders .  In this context, please
explain what consideration the Met -Pro board gave to the fact that William Blair assumed

Jeffrey  Lang
CECO Environmental Corp
June 19, 2013
Page 7

 that the Mergers would qualify as a tax -free transaction, as disclosed on page 55 .  The
current disclosure regarding tax consequences states that it is not clear whether the
Mergers will qualify as reorganization , and we note that delivery of tax opinions is not a
condition to closing the Mergers .

38. Please address what consideration, if any, the Met -Pro board gave to the fact that the
Merger Agreement does not provide termination or walk -away rights to Met -Pro in the
event that CECO’s common stock is valued at less than $10.17 at the time of the Merger ,
resulting in Met -Pro shareholders receiving CECO common stock valued at less than the
negotiated consideration of $13. 75 per Met -Pro share.
Opinion of Financial Advisor to Met -Pro, page 53

General
39. Please revise your disclosure on page 63 to provide a narrative and quantitative
description of the fees William Blair and its affiliates received, or are to receive, for
services provided to Met -Pro or its affiliates in the past two years. See Item 4(b) of Form
S-4 and Item 1015(b) of Regulation M -A.
CECO’s Reasons for the Mergers , page 63
40. We note that CECO cites the fairness opinion of Jef fries as a factor supporting its belief
that the transaction is

September 2, 2011
 Via E-mail

Mr. Dennis W. Blazer V.P. – Finance and Administration and CFO CECO Environmental Corp. 4625 Red Bank Road Cincinnati, OH  45227
RE: CECO Environmental Corp.
Form 10-K for the Fiscal Ye ar ended December 31, 2010
Filed March 15, 2011
  Form 10-Q for the Fiscal Quarter ended June 30, 2011   Filed August 12, 2011   File No. 0-7099

Dear Mr. Blazer:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Jeffrey Gordon for   Rufus Decker
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 August 24, 2011

 VIA EDGAR

 Rufus Decker

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549-6561A

RE:
CECO Environmental Corp.

Form 10-K for the Fiscal Year ended December 31, 2010

 Filed March 15, 2011

 Form 10-Q for the Fiscal Quarter ended
March 31, 2011

 Filed May 11, 2011

File No. 0-7099

 Dear
Mr. Decker:

 CECO Environmental Corp. (“we” or the “Company”) has received your letter dated
August 3, 2011. The following reflects our review of the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) you provided, keyed to your letter.

Form 10-K for the Fiscal Year ended December 31, 2010

 General

1.
Comment: Given your disclosure on page F-10 regarding derivative instruments, it is not clear how you have complied with the disclosure requirements set forth
in ASC 815-10-50. Please advise or revise your disclosures in future filings accordingly. Please show us in your supplemental response what any revisions will look like.

Response: We did not have any outstanding derivative instruments during the years ended December 31, 2010 or 2009. We
will remove the disclosure on page F-10 regarding derivative instruments in future filings.

 Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 30

 Results of Operations, page 33

2.
Comment: In future filings, please enhance your discussion of net sales by reportable segment to separately discuss with quantification the business
reasons for changes between periods in revenues from external customers. Please also disclose with quantification the business reasons for changes between periods in amounts shown in the corporate and other column on page F-31 of your segment
footnote. Please show us in your supplemental response what the revisions will look like.

 1

 Response: Future filings will include enhanced tables and language similar to the
following:

 CECO’s operations are organized and reviewed by management along its product lines and presented in three
reportable segments. The results of the segments are reviewed through to the “Income from operations” line on the Statements of Operations.

 Engineered Equipment and Parts Group

 Our Engineered Equipment and
Parts Group, located in the United States as well as Canada, Brazil, China, and India, is comprised of CECO Filters, Busch International, CECO Abatement, Effox, FKI, Flextor and A.V.C. We enable our customers to meet BACT requirements and compliance
targets for fumes, volatile organic compounds, process, and industrial odors. Our services eliminate toxic emission fumes and volatile organic compounds from large-scale industrial processes. We have a presence in the chemical processing, ethanol,
paint booth emissions, wastewater treatment, and wood products industries.

 Contracting/Services Group

 Our Contracting/Services Group is comprised of the contracting/services operations of our Kirk & Blum
divisions. We provide custom metal fabrication services at our Kirk & Blum Columbia Tennessee and Louisville Kentucky locations. These facilities are used to fabricate parts, subassemblies, and customized products for air pollution and
non-air pollution applications from sheet, plate, and structurals.

 Component Parts Group

We market component parts for industrial air systems to contractors, distributors and dealers throughout the United States.

The accounting policies of the segments are the same as those in the consolidated financial statements.

Results of Operations

 Segment Analysis

$ in thousands

2010

2009

 Net Sales by Business Segment

 Engineered equipment and parts (EE&P)

 United States

$
78,188

$
81,825

 Canada

12,880

6,894

 Brazil

528

682

 China

4,900

1,031

 India

843

409

 subtotal (a)

97,339

90,841

 Contracting / Services (C/S) (b)

37,122

41,451

 Component Parts (CP) (c)

18,148

14,067

 Corporate and other (d)

1,548

1,462

 Eliminations

(13,555
)

(8,836
)

 Net sales

$
140,602

$
138,985

 2

(a)
Includes intra-segment sales of $2,693 and $958 in 2010 and 2009, respectively and inter-segment sales of $1,864 and $1,093 in 2010 and 2009, respectively.

(b)
Includes intra-segment sales of $539 and $1,244 in 2010 and 2009, respectively and inter-segment sales of $5,677 and $4,350 in 2010 and 2009, respectively.

(c)
Includes intra-segment sales of $712 and $31 in 2010 and 2009, respectively and inter-segment sales of $1,764 and $1,042 in 2010 and 2009, respectively.

(d)
Includes the operations of our Engineering Group, which is not significant to the overall operations of the Company. Includes inter-segment sales of $306 and $118 in
2010 and 2009, respectively.

 Net Operating income (loss)

 Engineered equipment and parts

$
9,314

$
423

 Contracting / Services

28

(1,445
)

 Component Parts

2,798

565

 Corporate and other (e)

(6,830
)

(15,309
)

 Eliminations

(274
)

(64
)

 Net operating income (loss)

$
5,036

$
(15,830
)

(e)
Includes Corporate compensation, professional services, information technology, and other general and administrative Corporate expenses. Also included are the
operations of our Engineering Group, which is not significant to the overall operations of the Company.

 The
amount for 2009 includes $8.6 million of the $17.1 million impairment losses discussed in Note 7 of the Consolidated Financial Statements.

The amounts presented above and following comments at the reportable business segment level include both external and intersegment net sales and
operating income (loss). See Note 18 to the Consolidated Financial Statements.

 Engineered Equipment and Parts Group

Our Engineered Equipment and Parts Group net sales were $97.3 million in 2010, an increase of $6.5 million, or 7.2%, compared to $90.8
million in 2009. This increase is primarily due to $3.9 million in increased revenues from our FKI Shanghai division coupled with increased revenues at CECO Filters, Busch and CECO Abatement. The increase at our Shanghai division is primarily the
result of increased demand in China for air pollution control and industrial ventilation equipment. The increases at CECO Filters, Busch and CECO Abatement are due to the improving domestic market for these products. These revenue increases were
partially offset by reduced revenues at our Effox-Flextor divisions of $2.7 million which was primarily due to reduced demand for dampers and expansion joints from the power industry.

 3

 Operating income from the Engineered Equipment and Parts Group totaled $9.3 million in 2010,
compared to $9.0 million in 2009, an increase of $0.3 million (excluding goodwill impairment charges of $8.6 million). This increase is primarily due to revenue driven increased operating leverage from our FKI-Shanghai division of $1.4 million as
well as combined increased operating income from other FKI divisions, CECO Filters, Busch, and CECO Abatement of $1.7 million, offset by a decline in operating income from Effox-Flextor of $2.9 million.

Contracting/Services Group

 The Company is making a strategic shift away from lower margin, higher risk contracting work and has raised the minimum acceptable margins for this group by several percentage points. As a result,
Contracting /Services Group net sales were $37.1 million in 2010, a decrease of $4.4 million, or 10.6%, compared to $41.5 million in 2009. Additionally, this decrease is also partially due to reduced demand for these services which resulted from the
economic decline.

 Operating income for the Contracting/Services Group was essentially break-even for 2010 compared to an
operating loss of $1.4 million for 2009. This increase is primarily due to reduced costs in 2010 from facilities consolidations and streamlining efforts as well as better project management and more aggressive pricing strategies as previously
mentioned.

 Component Parts Group

 Component Parts Group net sales were $18.2 million in 2010, an increase of $4.2 million, or 30.0%, compared to $14.0 million in 2009. This increase is primarily due to increased demand for our component
parts and clamp together duct products, which is the result of many smaller contractors buying these products instead of making them in-house.

 Operating income for the Component Parts Group was $2.8 million for 2010, an increase of $2.2 million from $0.6 million for 2009. This increase is primarily due to increased revenues as described above
and increased pricing strategies.

 Engineering Group

 Engineering Group net sales remained flat at $1.5 million for 2010 and 2009. Operating income increased slightly from break-even in 2009 to $0.1 million in 2010. The Engineering Group functions as a
conduit for new business opportunities in our other divisions as many of the projects designed by this group can use the equipment that is manufactured, installed and serviced by our other operating groups.

See also pages 15 and 16 of our Quarterly Report on Form 10-Q filed with the Commission on August 12, 2011 (the “Second Quarter 10-Q”)

 Item 9A – Controls and Procedures, page 46

 Disclosure Controls and Procedures, page 46

3.
 Comment: We note that your conclusion regarding the effectiveness of your disclosure controls and procedures is limited to “ensuring
that information we are required to disclose in reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.” This
description appears to be based on the definition of disclosure controls and procedures provided in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. As described, however, this description does not fully conform
to the definition set forth in those

 4

rules. Please confirm, if true, that the conclusion regarding effectiveness is based on the full definition of disclosure controls and procedures set forth in the applicable rules, and revise
accordingly in future filings. Alternatively, you may simply state in future filings that your certifying officers concluded on the applicable dates that your disclosure controls and procedures were effective.

Response: We confirm that the conclusion regarding effectiveness is based on the full definition of disclosure controls and
procedures set forth in the applicable rules, and will revise accordingly in future filings. Future filings will include language similar to the following:

 We maintain “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a- 15(e). Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, has evaluated our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended, as of December 31, 2010. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2010.

 Please
also see Item 4, page 21 of our Second Quarter 10-Q.

4.
Comment: We note your statement that disclosure controls and procedures can provide only reasonable assurance of achieving desired control objectives. Please
confirm to us, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure
controls and procedures are effective at that reasonable assurance level. In the alternative, please remove the reference to the level of assurance of disclosure controls and procedures. Refer to Section II.F.4 of Management’s Reports on
Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm. Please also comply with this comment in
future filings.

 Response: We confirm that our disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and that our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. We also
confirm that future filings will omit the reference to the level of assurance of disclosure controls and procedures and will comply with this comment.

 Item 15 – Exhibits and Financial Statement Schedules, page 49

 Note 18 –
Business Segment Information, page F-30

5.
Comment: In future filings, please revise the table on page F-31 to present for each segment revenues from external customers as well as intersegment revenues
as required by ASC 280-10-50-22(a) and (b). Refer to the example set forth in ASC 280-10-55-48. Regarding the intersegment revenues, please also disclose the segment(s) to which the products and services were sold. In addition, please enhance your
disclosure in note (a) to the table on page F-31 to disclose in greater detail the types of amounts included in the operating income (loss) line item of the corporate and other column for each period presented. Please also disclose why the
corporate and other column has significant negative identifiable assets and why there are significant negative adjustments in the eliminations column related to identifiable assets. Please show us in your supplemental response what the revisions
will look like.

 5

 Response: Future filings will include enhanced disclosure similar to the following:

 Summary of Business by Segment

$ in thousands

2010

2009

 Net Sales by Business Segment

 Engineered equipment and parts (EE&P)

 United States

$
78,188

$
81,825

 Canada

12,880

6,894

 Brazil

528

682

 China

4,900

1,031

 India

843

409

 Subtotal (a)

97,339

90,841

 Contracting / Services (C/S) (b)

37,122

41,451

 Component Parts (CP) (c)

18,148

14,067

 Corporate and other (d)

1,548

1,462

 Eliminations

(13,555
)

(8,836
)

 Net sales

$
140,602

$
138,985

(a)
Includes intra-segment sales of $2,693 and $958 in 2010 and 2009, respectively and inter-segment sales of $1,864 and $1,093 in 2010 and 2009, respectively.

(b)
Includes intra-segment sales of $539 and $1,244 in 2010 and 2009, respectively and inter-segment sales of $5,677 and $4,350 in 2010 and 2009, respectively.

(c)
Includes intra-segment sales of $712 and $31 in 2010 and 2009, respectively and inter-segment sales of $1,764 and $1,042 in 2010 and 2009, respectively.

(d)
Includes the operations of our Engineering Group, which is not significant to the overall operations of the Company. Includes inter-segment sales of $306 and $118 in
2010 and 2009, respectively.

 Net Operating income (loss)

 Engineered equipment and parts

$
9,314

$
423

 Contracting / Services

28

(1,445
)

 Component Parts

2,798

565

 Corporate and other (e)

(6,830
)

(15,309
)

 Eliminations

(274
)

(64
)

 Net operating income (loss)

$
5,036

$
(15,830
)

(e)
Includes Corporate compensation, professional services, information technology, and other general and administrative Corporate expenses. Also included are the
operations of our Engineering Group, which is not significant to the overall operations of the Company.

 6

 The amount for 2009 includes $8.6 million of the $17.1 million impairment losses discussed
in Note 7 of the Consolidated Financial Statements.

December 31,

2010

2009

 Property and equipment additions

 Engineered equipment and parts

$
386

$
101

 Contracting / Services

109

465

 Component Parts

97

45

 Corporate and other (f)

62

388

 Property and equipment additions

$
654

$
999

(f)
Includes Corporate and Engineering Group property and equipment additions.

 Depreciation and Amortization

 Engineered equipment and parts

$
998

$
1,296

 Contracting / Servic

CORRESP
1
filename1.htm

    ceco_corr0816.htm

CECO ENVIRONMENTAL CORP.

4625 Red Bank Road, Suite 200

Cincinnati, Ohio 45227

August 16, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

Rufus Decker

Accounting Branch Chief

RE:

CECO Environmental Corp.

Form 10-K for the Fiscal Year ended December 31, 2010

Filed March 15, 2011

Form 10-Q for the Fiscal Quarter ended March 31, 2011

Filed May 11, 2011

File No. 0-7099

Dear Mr. Decker:

In your letter dated August 3, 2011, you requested that we respond to your comments regarding our Form 10-K for the Year Ended December 31, 2010 and Form 10-Q for the Period Ended March 31, 2011 within ten business days or tell you when we would provide a response.

We hereby advise you that due to timing constraints on our internal finance personnel caused in part by the need to prepare our quarter end financial statements, we will not be in a position to submit a response on August 17, 2011. We respectfully request an extension until Wednesday, August 24, 2011, to review and address the matters in your correspondence.

Thank you for your consideration of our request for an extension.  If you have any questions, please do not hesitate to call me at (513) 458-2600.

Very truly yours,

CECO Environmental Corp.

/s/ Dennis W. Blazer

Dennis W. Blazer

Chief Financial Officer and

Vice President – Finance and Administration

cc:

Jay Ingram, Legal Branch Chief

Jessica Dickerson, Staff Attorney

Jeffrey Gordon, Staff Accountant

August 3, 2011
 Via E-mail

Mr. Dennis W. Blazer V.P. – Finance and Administration and CFO CECO Environmental Corp. 4625 Red Bank Road Cincinnati, OH  45227
RE: CECO Environmental Corp.
Form 10-K for the Fiscal Ye ar ended December 31, 2010
Filed March 15, 2011
  Form 10-Q for the Fiscal Quarter ended March 31, 2011   Filed May 11, 2011   File No. 0-7099

Dear Mr. Blazer:
 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 te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, 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 Fiscal Year ended December 31, 2010

 General

 1. Given your disclosure on page F-10 regarding derivative instru ments, it is not clear how you
have complied with the disclosure requireme nts set forth in ASC 815-10-50.  Please advise
or revise your disclosures in future filings accordingly.  Please show us in your supplemental
response what any revisions will look like.

Mr. Dennis W. Blazer CECO Environmental Corp. August 3, 2011 Page 2

 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 33

 2. In future filings, please enhance your discus sion of net sales by reportable segment to
separately discuss with quantification the bus iness reasons for change s between periods in
revenues from external customers.  Please al so disclose with quantification the business
reasons for changes between periods in amounts shown in the corporat e and other column on
page F-31 of your segment footnote.  Please s how us in your supplemental response what the
revisions will look like.
            Item 9A - Controls and Procedures, page 46

 Disclosure Controls and Procedures, page 46

 3. We note that your conclusion regarding the eff ectiveness of your disc losure controls and
procedures is limited to “ensuring that informati on we are required to disc lose in reports that
are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.”  This
description appears to be base d on the definition of disclosu re controls and procedures
provided in Rules 13a-15(e) a nd 15d-15(e) under the Securi ties Exchange Act of 1934, as
amended.  As described, however, this descript ion does not fully conform to the definition
set forth in those rules.  Please confirm, if true, that the conc lusion regarding effectiveness is
based on the full definition of disclosure controls  and procedures set fo rth in the applicable
rules, and revise accordingly in  future filings.  Alternatively, you may simply state in future
filings that your certifying o fficers concluded on the applicable  dates that your disclosure
controls and procedures were effective.
 4. We note your statement that disclosure controls  and procedures can provide only reasonable
assurance of achieving desired c ontrol objectives.  Please confirm to us, if true, that your
disclosure controls and procedur es are designed to provide re asonable assurance of achieving
their objectives and that your principal execu tive officer and principal financial officer
concluded that your disclosure controls and procedures are effective at that reasonable
assurance level.  In the altern ative, please remove the referenc e to the level of  assurance of
disclosure controls and procedures.  Refer to Section II.F.4 of Management’s Reports on
Internal Control over Financial Reporting and Ce rtification of Disclosure in Exchange Act
Periodic Reports, SEC Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
.  Please also comply with this comment in future
filings.

Mr. Dennis W. Blazer CECO Environmental Corp. August 3, 2011 Page 3

 Item 15 – Exhibits and Financia l Statement Schedules, page 49

 Note 18 – Business Segment Information, page F-30

 5. In future filings, please revise the table on page F-31 to present for each segment revenues
from external customers as well as inters egment revenues as re quired by ASC 280-10-50-
22(a) and (b).  Refer to the example se t forth in ASC 280-10- 55-48.  Regarding the
intersegment revenues, please also disclose the segment(s) to which the products and services
were sold.  In addition, please e nhance your disclosure in note (a ) to the table on page F-31 to
disclose in greater detail the types of amount s included in the operating income (loss) line
item of the corporate and other column for each period presented.  Please also disclose why
the corporate and other column has significant negative identifiable assets and why there are
significant negative adjustments in the eliminations column related to identifiable assets.  Please show us in your supplemental response what the revisions will look like.
 Form 10-Q for the Fiscal Quarter ended March 31, 2011

 General

 6. Please address the above comments in your in terim filings as well, as applicable.

Condensed Consolidated Balance Sheets, page 2

 7. The column heading of your March 31, 2011 bala nce sheet indicates that these amounts are
unaudited, which implies that your December 31, 2010 balance sheet includes amounts that
are audited.  Since none of the amounts are covered by an audit report when they are
presented in your interim financial statem ents for the period ended March 31, 2011, you
should not imply that the December 31, 2010 ba lance sheet amounts are audited.  Please
revise in future filings to refer to bo th the December 31, 2010 and March 31, 2011 balance
sheets as being unaudited.

We urge all persons who are responsible for th e 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 Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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

Mr. Dennis W. Blazer CECO Environmental Corp. August 3, 2011 Page 4

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jessica Dicker son, Staff Attorney, at (202 ) 551-3749 or, in her absence,
Jay Ingram, Legal Branch Chief, at (202) 551-33 97 if you have any questions regarding legal or
disclosure matters.  Please contact Jeffrey Gor don, Staff Accountant, at (202) 551-3866 or, in his
absence, the undersigned at (202) 551-3769 if you have questions regarding comments on the
financial statements and related matters.         Sincerely,          / s /  R u f u s  D e c k e r        Rufus Decker  Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                        November 3, 2009
Dennis W. Blazer
Chief Financial Officer CECO Environmental Corp. 3120 Forrer Street Cincinnati, Ohio 45209
 RE: CECO Environmental Corp.
Form 10-K for Fiscal Year  Ended December 31, 2008
Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and  June 30, 2009  File No. 0-7099

Dear Mr. Blazer:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Account ant, at (202) 551-3733, or in his absence,
Nudrat Salik, Staff Acco untant, at (202) 551-3692.

        S i n c e r e l y ,             R u f u s  D e c k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 CECO ENVIRONMENTAL CORP.

 3120 Forrer Street

 Cincinnati, Ohio 45209

 October 30, 2009

 Via Facsimile and
EDGAR

 Mr. Rufus Decker

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E., Stop 4631

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

 Form
10-K for the Fiscal Year Ended December 31, 2008

 Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and
June 30, 2009

 File no. 0-7099

 Dear Mr. Decker:

 CECO Environmental Corp. (“we” or the “Company”) has
received your letter dated October 19, 2009. The following reflects our review of the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) you provided, keyed to your letter dated
October 19, 2009:

 Form 10-K for the Fiscal Year Ended December 31, 2008

 General

 1.
Comment: Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings, including
your interim filings.

 Response: The following responses show what the revisions will look like. Where applicable,
these revisions will be included in our future filings, including interim filings. Our proposed disclosures are subject to change based on the facts and circumstance at the time we make future filings.

 Financial Statements

 1. Nature of
Business and Summary of Significant Accounting Policies, page F-10 Claims, page F-12

 2. Comment: We have read
your response to comment seven from our letter dated September 2, 2009. You indicate that you recognize claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of
the claim can be reliably estimated. You also disclosed that change orders of this nature are accounted for in

 Page 2

estimated revenue and estimated cost when it is probable that the costs will be recovered through a change in the contract price and a percentage of the related profit is recognized at the
time. Please disclose how this profit component amount is determined and why you believe the inclusion of the profit component is appropriate under the circumstances. Please refer to paragraph 65 of SOP 81-1.

 Response: To further clarify our accounting treatment of claims and change orders, we will expand our proposed disclosure for future
filings to include language similar to the following:

 Change orders and Claims— Change orders arise when the scope
of the original project is modified for a variety of reasons. The Company will negotiate the extent of the modifications, their expected costs and recovery with the customer. Costs related to change orders are recognized in the period they are
incurred and added to the expected total cost of the project. To the extent such costs are probable of being recovered from the customer, estimated total contract revenues are also adjusted up to the amount of change order costs incurred. In cases
where contract revenues are assured beyond a reasonable doubt to be increased in excess of the expected costs of the change order, incremental profit also is recognized on the contract. Such assurance is generally only achieved when the customer
approves in writing the scope and pricing of the change order. Change orders that are in dispute are effectively handled as claims.

 Claims are amounts in excess of the agreed contract price that the Company seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or
unapproved as to both scope and price. Costs attributable to claims are treated as contract costs as incurred.

 The Company
recognizes certain significant claims for recovery of incurred costs when it is probable that the claim will result in additional contract revenue and when the amount of the claim can be reliably estimated. In such circumstances revenues are
recognized only to the extent of the cost with no increase in the estimated profit margin and no additional profit is recognized until such time as the customer or other parties agree in writing to the amount of the claim to be recovered by the
Company. At that point, the amount of the claim becomes contractual and is accounted for as an increase in the contract’s total estimated revenue and estimated cost. As actual costs are incurred and revenues are recognized under
percentage-of-completion accounting, a corresponding percentage of the revised total estimated profit will therefore be recognized.

 Should it become probable that the claim will not result in additional contract revenue, the Company removes the related contract revenues from its previous estimate of total revenues, which effectively reduces the estimated profit margin
on the job and negatively impacts profit for the period.

 Page 3

 Form 10-Q for the Fiscal Quarter Ended June 30, 2009

 General

 3. Comment:
Please address the comments above in your interim filings as well.

 Response: We will address the above comments in
future interim filings in the manner described in the responses above.

 7. Earnings Per Share, page 11

 4. Comment: We have read your response to comment twelve from our letter dated September 2, 2009. Please provide us with your
allocation of distributed and undistributed earnings to holders of restricted stock and common stock, which includes your consideration of dividends paid to awards for which the requisite service is not expected to be rendered. Please refer to the
example provided in FSP EITF 03-6-1.

 Response: To add the necessary clarification, future filings will include
disclosures similar to the following:

 Holders of restricted stock awards participate in nonforfeitable dividend rights on a
one-for-one basis with holders of common stock. Holders of these awards are not obligated to share in losses of the Company. Therefore, these share awards are included in the computation of basic earnings (loss) per share during periods of net
income using the two-class method, but are excluded from such computation in periods of net loss. Should the Company declare a dividend on its common stock, the related dividend on shares of unvested restricted stock that are not expected to vest
would be recorded as additional compensation expense and therefore excluded from the two-class method computations; however, no such dividends have been declared to date. Undistributed earnings included in the two-class method computations are
allocated equally to each share of common stock outstanding, including all shares of unvested restricted common shares.

 Due to
the net loss incurred for the three and six month periods ended June 30, 2009, unvested restricted stock awards were excluded from the computation of basic and diluted earnings (loss) per share.

 *            *            *

 We acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in our filings;

•

 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

 Page 4

•

 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.

 If you have any questions or comments concerning the matters discussed above, please call me at
(513) 458-2600.

 Very Truly Yours,

 CECO Environmental Corp.

/s/ Dennis W. Blazer

Dennis W. Blazer

Vice President and Chief Financial Officer

 cc: Ernest Greene, Staff Accountant, Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                               October 19, 2009
 Dennis W. Blazer Chief Financial Officer CECO Environmental Corp. 3120 Forrer Street Cincinnati, Ohio 45209
 RE: CECO Environmental Corp.
Form 10-K for Fiscal Year  Ended December 31, 2008
Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and
June 30, 2009  File No. 0-7099

Dear Mr. Blazer:

We have reviewed your response letter da ted September 30, 2009 and have the following
comments.  Where indicated, we think you should re vise your disclosures 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 detailed as necess ary in your explanation.
Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to en hance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of ou r review.  Feel free to  call us at the phone
numbers listed below.
FORM 10-K FOR THE FISCAL YE AR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like.  These
revisions should be included in your future  filings, including your interim filings.
 Financial Statements

1. Nature of Business and Summary of Si gnificant Accounting Policies, page F-10
Claims, page F-12

2. We have read your response to comment se ven from our letter dated September 2, 2009.
You indicate that you recognize claims for rec overy of incurred costs when it is probable

Mr. Dennis W. Blazer
October 19, 2009 Page 2
that the claim will result in additional contract revenue and when the amount of the claim
can be reliably estimated.  You also disclose d that change orders of this nature are
accounted for in estimated revenue and estimated  cost when it is probable that the costs
will be recovered through a change in the contract price and a percentage of the related profit is recognized at the time.  Please disc lose how this profit component amount is
determined and why you believe the inclusi on of the profit component is appropriate
under the circumstances.  Please refer to paragraph 65 of SOP 81-1.

FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 2009

General
 3. Please address the comments above in  your interim filings as well.
 7.  Earnings Per Share, page 11

 4. We have read your response to comment twel ve from our letter dated September 2, 2009.
Please provide us with your al location of distributed and undist ributed earnings to holders
of restricted stock and common stock, whic h includes your consider ation of dividends
paid to awards for which the requisite service is not expected to be rendered.  Please refer
to the example provided in FSP EITF 03-6-1.

*    *    *    *

  Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Pleas e provide us with a response le tter that keys your responses to
our comments and provides any requested informa tion.  Detailed letters greatly facilitate our
review.  Please file your response on EDGAR as  a correspondence file.  Please understand that
we may have additional comments after re viewing your responses to our comments.

You may contact Ernest Greene,  Staff Accountant, at (202) 551-3733, or in his absence,
Nudrat Salik, Staff Accountant,  at (202) 551-3692, if you have questions regarding comments on
the financial statements and related matters.            Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 CECO ENVIRONMENTAL CORP.

 3120 Forrer Street

 Cincinnati, Ohio 45209

 September 30, 2009

 Via Facsimile and EDGAR

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange
Commission – Division of Corporation Finance

 100 F Street, N.E., Stop 4631

 Washington, D.C. 20549-7010

Re:

CECO Environmental Corp.

Form 10-K for the Fiscal Year Ended December 31, 2008

Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009

File no. 0-7099

 Dear Mr. Decker:

 CECO Environmental Corp. (“we” or the “Company”) has received your letter dated September 2, 2009. We appreciate that your review was intended to assist us in our compliance with
applicable disclosure requirements and to enhance the overall disclosure in our filings.

 The following reflects our review of the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) you provided (keyed to your letter dated September 2, 2009):

 Form 10-K for the Year Ended December 31, 2008

 General

1.
Comment:      Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental
response what the revisions will look like. With the exception of the comment below that will require an amendment to your Form 10-K, these revisions should be included in your future filings.

 Response:  The following responses show what the revisions will look like. Where applicable, these revisions will be
included in our future filings, including interim filings. Our proposed disclosures are subject to change based on the facts and circumstance at the time we make future filings.

 Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

 Liquidity and Capital Resources, page 40

 Overview of Cash Flows and Liquidity, page 41

2.
Comment:    We note that you identify the components that resulted in a significant increase in your cash flows from operations. Please expand
this disclosure to discuss the underlying reasons for changes in these components, with specific discussions for accounts receivable, inventory, accounts payable and deferred revenue.

 Response:  The change in inventory between periods was not a major contributor to the change in operating cash flow and
therefore is not discussed. Also, the Company assumes that by “deferred revenue” the staff means billings in excess of costs and estimated earning on uncompleted contracts.

 Future filings will include disclosures similar to the following:

 In 2008, $5.1 million was provided by operating activities compared to $4.0 million provided by operating activities in 2007. The increase
in cash provided by operating activities was due primarily to a net decrease in working capital requirements. Compared to working capital changes, net of acquisitions, in 2007, 2008 working capital changes provided additional cash of $23.8 million
from accounts receivable, $2.3 million from prepaid expenses, $1.3 million from accrued income taxes and $1.5 million from billings in excess of costs and estimated earnings. These positive changes were offset by working capital changes that
used more cash in 2008 of $27.8 million from accounts payable and $1.2 million from other liabilities. The decrease in accounts receivable was mainly the result of a significant decline in our contracting group revenues in 2008 compared to 2007, due
to the completion of a very large automotive contract and the resulting collection of accounts receivable. The decrease in accounts payable was due to payment of related vendors involved in this project and a decline in new business activity that
would require purchases from vendors. Billings in excess of costs declined as a result of several contracting projects nearing completion or being completed in the fourth quarter of 2008 without being replaced by an equal or greater volume of new
contracts and accrued income taxes increased due to the fact that no prepayments were made during 2008 because there was no tax liability until the fourth quarter.

 Net income in 2008 included $3.2 million of non cash expenses for depreciation and amortization compared to $1.6 million for depreciation and amortization in 2007. This increase was due primarily to
increased amortization of definite life intangibles from recent acquisitions. Additionally, 2008 net income included $1.2 million for non cash stock awards compared to $0.7 million in 2007. Our net investment in working capital (excluding cash and
cash equivalents and current portion of debt) at December 31, 2008 was $25.1 million as compared to $20.8 million at December 31, 2007. Looking forward, we will continue to manage our net investment in working capital. We believe that our
working capital needs will remain constant unless we experience a significant increase or decrease in sales and operating income.

 Page 3

 Debt Covenants, page 42

3.
Comment:   You indicate that you were in compliance with all debt covenants at December 31, 2008. Please also disclose here or elsewhere in the filing
the specific terms of any material debt covenants in your debt agreements. For any material debt covenants for which it is reasonably likely that you will not be able to meet such covenants, please disclose the required amounts/ratios as well as the
actual amounts/ratios as of each reporting date. This will allow readers to understand how much cushion there is between the required amounts/ratios and the actual amounts/ratios. Please consider showing the specific computations used to arrive at
the actual amounts/ratios with corresponding reconciliations to US GAAP amounts, if necessary. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial
Measures dated June 13, 2003. Please also disclose if there are any stated events of default which would permit the lenders to accelerate the debt if not cured within applicable grace periods or any cross default provisions in your debt
agreements.

 Response:   In previous filings, including the Form 10-K for the year ended
December 31, 2008 and the Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009, we have considered the guidance in Section IV.C of the SEC Interpretive Release No. 33-8350. In such periods, the financial covenants
under our Credit Agreement were met by a substantial margin and accordingly, we concluded that further discussion was not required at that time as the likelihood of default was considered to be remote. The Credit Agreement, which has been filed with
the SEC as a material agreement, also contains descriptions of the covenants associated with the facility. If, at any time in the future we are or are reasonable likely to be, in breach of such covenants we will expand our discussion and analysis of
material debt covenants and analyze the impact on the Company. Our credit facility also contains cross-default provisions whereby (i) if a default under our subordinated debt documents results in the subordinated lender declaring a default or
taking action to enforce any of its rights or remedies with respect to such default or (ii) a failure to pay (after grace periods) any other debt or lease that, individually or in the aggregate involves indebtedness in excess of $100,000, if
such default gives any creditor or lessor the right to accelerate the maturity of any such indebtedness or lease payments, absent a waiver from the lender, would result in a default under our credit facility and the acceleration of the maturity of
outstanding debt under our credit facility.

 In response to your comment, future filings, including Forms 10-Q, will include
disclosures similar to the following under “Debt Covenants” in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the debt footnote to the financial statements:

 As of December 31, 2008, the Bank Facility, as amended, includes a revolving line of credit of up to $30 million, including letters of
credit, limited to a borrowing base

 Page 4

amount computed as 70% of eligible accounts receivable plus 50% of eligible inventories. Amounts outstanding under the revolver were $18.4 million and $4.4 million at December 31, 2008 and
2007, respectively. Certain term loans previously available under the Bank Facility were fully retired with proceeds from our May 2007 secondary stock offering described in Note 11. At December 31, 2008, $4.2 million of a remaining $5.0 million
term note is still outstanding. Interest on the outstanding borrowings is charged at the prime rate or the LIBOR rate plus 2% for the revolver and the prime rate or the LIBOR rate plus 2.25% on the term note. Based on our election to use the LIBOR
rate at December 31, 2008, the weighted average interest rate under the Bank Facility was 2.56%. Terms of the Bank Facility, as amended, include financial covenants which require compliance including at December 31, 2008 and each quarter
through December 31, 2010. The covenants increase the maximum capital expenditures financial covenant commencing with fiscal year 2008, and each year thereafter during the term of the Bank Facility from $2,000,000 to $2,500,000. The minimum
Fixed Charge Coverage Ratio remains constant at 1.25 to 1.0 for each quarter during the term of the Bank Facility and the maximum funded debt to EBITDA covenant remains constant at 3.2 to 1. Our Bank Facility also contains cross-default provisions
with respect to our subordinated debt. Also, if we fail to pay (after grace periods) any other debt or lease that, individually or in the aggregate involves indebtedness in excess of $100,000, and such default gives any creditor or lessor the right
to accelerate the maturity of any such indebtedness or lease payments, then absent a waiver from the lender, it would result in a default under our Bank Facility and the acceleration of the maturity of outstanding debt under our Bank Facility.

 As of December 31, 2008, we were well in compliance with all related financial and other restrictive covenants, and
expect continued compliance.

 Critical Accounting Policies and Estimates, page 43

 Impairment of Long-Lived Assets, including Goodwill, page 44

4.
Comment:    In the interest of providing readers with a better insight into management’s judgments in accounting for impairment of
long-lived assets, including goodwill, please consider disclosing the following in future fillings:

•

 Please disclose how you determine when property, plant and equipment should be tested for impairment, including what types of events and
circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances;

•

 How you group long-lived assets for impairment and your basis for that determination;

•

 The reporting unit level at which you test goodwill for impairment and your basis for that determination;

•

 Sufficient information to enable a reader to understand how you determined the appropriate multiple of pre-tax EBITDA to use and how you apply the

 Page 5

multiple in estimating the fair value of your reporting units and why management selected this method as being the most meaningful in preparing your goodwill impairment analyses;

•

 How you determined the appropriate discount rates to apply in your impairment analysis;

•

 Please expand your discussion of the significant estimates and assumptions used to determine future undiscounted cash flows and fair value.
You should discuss how sensitive the fair value estimates are to each of these significant estimates and assumptions and whether certain estimates and assumptions are more subjective than others;

•

 If applicable, how the assumptions and methodologies used for valuing goodwill and other intangibles and property, plant and equipment in the
current year have changed since the prior year, highlighting the impact of any changes; and

•

 For any asset groups for which the carrying value was close to the fair value, please disclose the carrying value of the asset groups.

 We caution you that, to the extent you gather and analyze information regarding the risks of
recoverability of your assets, such information may be required to be disclosed if it would be material and useful to investors. We believe that it is important to provide investors with information to help them evaluate the current assumptions
underlying your impairment assessment relative to your current market conditions and your peers to enable them to attempt to assess the likelihood of potential future impairments. We believe that detailed rather than general disclosures regarding
these risks and exposures would provide investors with the appropriate information to make this evaluation. In this regard, we urge you to consider what additional quantitative disclosures can be provided to convey the risk that additional
impairment or restructuring charges may be recorded.

 Response:  For clarity purposes, we will restate
each point above and follow it with the specific related responses.

•

 Comment:  Please disclose how you determine when property, plant and equipment should be tested for impairment, including what
types of events and circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances;

•

 Comment: How you group long-lived assets for impairment and your basis for that determination;

 Response to these 2 comments: To more clearly address the impairment considerations related to property, plant and equipment in
future filings, we will present the information separately from the disclosures addressing intangible assets and goodwill. Future filings will be revised to add disclosures similar to the following to the Critical Accounting Policies and
Estimates section of Management’s Discussion and Analysis of Financial Condition and Results of Operations:

 Page 6

 Property, Plant and Equipment

 Property plant and equipment are reviewed whenever events or changes in circumstances occur that indicate possible impairment in accordance
with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. If events or changes in circumstances occur that indicate possible impairment, our impairment review is
based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires management judgment with respect to changes in
technology, the continued success of product lines, and future volume, revenue and expense growth rates. We conduct annual reviews for idle and underutilized equipment, and review business plans for possible impairment. Impairment occurs when the
carrying value of the assets exceeds the future undiscounted cash flows. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset and an impairment charge is recorded for
the difference between the carrying value and the net present value of estimated future cash flows.

 As of December 31,
2008 we have $12.2 million of net property, plant, and equipment recorded on the consolidated balance sheets. No indications of impairment were noted as of December 31, 2008.

•

 Comment:  The reporting unit level at which you test goodwill for impairment and your basis for that determination;

 Response: To determine the proper reporting unit level at which we test goodwill for impairment, we
considered the guidance provided by SFAS No. 142, “Goodwill and Other Intangible Assets”. For management purposes, the Company is organized into four divisions, including a contracting division, an equipment division, a component and
parts division and an engineering and design division. Each of these

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             September 2, 2009
 Dennis W. Blazer Chief Financial Officer CECO Environmental Corp. 3120 Forrer Street Cincinnati, Ohio 45209
 RE: CECO Environmental Corp.
Form 10-K for Fiscal Year  Ended December 31, 2008
Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and
June 30, 2009  File No. 0-7099

Dear Mr. Blazer:
   We have reviewed your filings and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE FISCAL YE AR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.  With the exception of the comment below that will require an amendment to
your Form 10-K, these revisions should be included in your future filings.

Mr. Dennis W. Blazer
September 2, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35
 Liquidity and Capital Resources, page 40

 Overview of Cash Flows and Liquidity, page 41

 2. We note that you identify the components that resulted in a significant increase in
your cash flows from operations.  Please expand this disclosure to discuss the
underlying reasons for changes in these co mponents, with specific discussions for
accounts receivable, inventory, accoun ts payable and deferred revenue.
 Debt Covenants, page 42

 3. You indicate that you were in compliance with all debt covenants at December
31, 2008.  Please also disclose here or else where in the filing the specific terms of
any material debt covenants in your debt  agreements.  For any material debt
covenants for which it is reasonably likely that you will not be able to meet such
covenants, please disclose the required amounts/ratios as well as the actual
amounts/ratios as of each reporting date.  This will allow readers to understand
how much cushion there is between the required amounts/ratios and the actual
amounts/ratios.  Please consider showing the specific computations used to arrive
at the actual amounts/ratios with co rresponding reconciliations to US GAAP
amounts, if necessary.  See Sections I.D and IV.C of the SEC Interpretive Release
No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.  Pl ease also disclose if there are any
stated events of default which would perm it the lenders to accel erate the debt if
not cured within applicable grace periods  or any cross defau lt provisions in your
debt agreements.

Critical Accounting Policies and Estimates, page 43

 Impairment of Long-Lived Assets, including Goodwill, page 44

 4. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for impairment of long-lived assets, including goodwill, please consider disclosing the following in future filings:
• Please disclose how you determine when property, plant and equipment
should be tested for impairment, including what types of events and circumstances indicate impairment, and how frequently you evaluate for these
types of events and circumstances;
• How you group long-lived assets for im pairment and your basis for that
determination;
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;

Mr. Dennis W. Blazer
September 2, 2009 Page 3
• Sufficient information to enable a re ader to understand how you determined
the appropriate multiple of pre-tax EBITDA to use and how you apply the
multiple in estimating the fair va lue of your reporting units and why
management selected this method as being the most meaningful in preparing your goodwill impairment analyses;
• How you determine the appropriate discount  rates to apply in your impairment
analysis;
• Please expand your discussion of the si gnificant estimates and assumptions
used to determine future undiscounted cash flows and fair value. You should discuss how sensitive the fair value estim ates are to each of these significant
estimates and assumptions and whether certain estimates and assumptions are more subjective than others;
• If applicable, how the assumptions and methodologies used for valuing
goodwill and other intangibles and property, plant and equipment in the
current year have changed since the prio r year, highlighting the impact of any
changes; and
• For any asset groups for which the carryi ng value was close to  the fair value,
please disclose the carrying value of the asset groups.

We caution you that, to the extent you ga ther and analyze information regarding
the risks of recoverability of your assets, such information may be required to be
disclosed if it would be material and usef ul to investors.  We believe that it is
important to provide investors with inform ation to help them evaluate the current
assumptions underlying your impairment assessment relative to your current market conditions and your peers to en able them to attempt to assess the
likelihood of potential future impairments.  We believe that detailed rather than
general disclosures regarding these risk s and exposures would provide investors
with the appropriate information to make th is evaluation.  In this regard, we urge
you to consider what additional quantitative disclosures can be provided to convey the risk that additional impairme nt or restructuring charges may be
recorded.

Controls and Procedures, page 50

(b) Management’s Annual Report on Internal  Control over Financial Reporting, page 50
 5. Please revise your management’s report in  an amendment to your Form 10-K to
address the following:
• Specifically state your conclusion about the effectiveness of your internal
controls over financial reporting. Your statement should indicate whether or
not your internal control over financ ial reporting is effective; and
• A statement that the registered pub lic accounting firm that audited the
financial statements included in the a nnual report has issued  an attestation
report on management’s assessment of internal controls over financial
reporting.
Refer to Item 308(a) of Regulation S-K.

Mr. Dennis W. Blazer
September 2, 2009 Page 4  Financial Statements

1. Nature of Business and Summary of Si gnificant Accounting Policies, page F-10
 General

6. Please disclose your accounting policy related to pre-contract costs.  In doing so,
please disclose whether or not  pre-contract costs related to unsuccessful contract
bids are written off in the period you ar e informed you did not get the specific
contract.  If not, please disclose why not  and discuss when they are expensed and
your basis for that alternative treatment.

Claims, page F-12
 7. Please disclose whether the unapproved change order/claim amounts included in
your determination of revenue include a profit component.  If so, please disclose
how this component amount is determined  and why you believe the inclusion of
the profit component is appropr iate under the circumstances.

Earnings per Share, page F-13

 8. On page F-23, you indicated that you reco rded an expense for restricted stock
awards.  Please disclose how you trea ted your restricted stock awards for
purposes of computing earnings (loss) pe r share in accordance with SFAS 128.
Please separately disclose your treatment of  vested and unvested restricted stock.
 19. Quarterly Financial Data  (unaudited), page F-32

 9. Please revise your quarterly financial data  to include gross profit for each period
presented as required by It em 302 of Regulation S-K.
 Exhibits 31.1 and 31.2

 10. You have replaced the word “report” with  “annual report” in paragraphs 2, 3, and
4 of your certifications.  Please revise your certifications to use the word “report”
instead of the description of the corres ponding report.  Your certifications should
be in the exact form as required in Item 601(b)(31) of Regulation S-K.

FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 2009

General
 11. Please address the comments above in  your interim filings as well.

Mr. Dennis W. Blazer
September 2, 2009 Page 5  7. Earnings Per Share, page 11

 12. Please clearly disclose the terms of th e dividend rights associated with the
restricted stock, including whether they participate on a one-for-one basis with
holders of common stock.  Please provide  us with your computations of EPS
using the two-class method pursuant to FSP EITF 03-6-1, EITF 03-6, and
paragraphs 60 and 61 of SFAS 128 for the periods presented.
 15. Acquisitions, page 16

13. You indicate that the purchase price a llocation is preliminary and subject to
further refinement based upon completion of  asset valuation.  Please confirm that
your purchase price for your February 29, 2008 acquisition is final.  Otherwise,
please tell us and disclose why your purch ase price allocation remains preliminary
as of June 30, 2009.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18
 Financial Condition, Liquidity a nd Capital Resources, page 20

14. You indicate that your principal sources of liquidity are cash flow from operations
and available borrowings under your revolvi ng credit facility.  We note that your
revenues decreased by 29.7% or $31.0 m illion from the six months ended June
30, 2008 to the six months ended June 30, 2009.  In addition, on page 20, you indicate that at June 30, 2009, you had available borrowings of $1.6 million under
your revolving line of credit.  It appear s that you had $8.1 million available as of
December 31, 2008.  Given the information above, please discuss the significant
changes in these sources of cash from pe riod to period and the impact of these
changes on your liquidity and capital resour ces.  Please specifically address the
impact on your availability under the revol ving credit facility due to changes in
the borrowing base formula.  Please disclose  if you believe that these sources will
be sufficient to meet your liquidity need s over the next twelve months.  If so,
please further advise how you determined th at these sources will be sufficient to
meet your needs over the next twelve mont hs.  Please disclose if you expect any
alternative sources of funding to  be available in the future.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

Mr. Dennis W. Blazer
September 2, 2009 Page 6
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 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
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement 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 Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Nudrat Salik, Staff Accountant,  at (202) 551-3692, if you have questions
regarding comments on the financial statements and related matters.

  Sincerely,
           R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 CECO ENVIRONMENTAL CORP.

 3120 Forrer Street

 Cincinnati, Ohio 45209

 September 24, 2008

 Via EDGAR and
facsimile

 Ms. Jenn Do

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F. Street, NE

 Washington, D.C. 20549

Re:

CECO Environmental Corp.

Form 8-K Item 4.01

Filed: September 4, 2008

File No. 000-7099

 Dear Ms. Do:

 On behalf of CECO Environmental Corp. (“we”, “our”, or the “Company”), please find our responses to the comments contained in your letter dated September 12, 2008 regarding our Form
8-K filed on September 4, 2008. The discussion below is presented in the order of the numbered comments in the Comment Letter and we have reproduced the comments for ease of reference.

1.
Comment: In detail, supplementally describe the nature of each material weakness and the amounts involved, as applicable. Also, tell us:

1.
in what period each material weakness and accounting error or misapplication of GAAP occurred,

2.
the amount of each accounting error and misapplication of GAAP,

3.
the reason(s) for each error or misapplication of accounting,

4.
whether or not you intend to restate any prior period for any adjustments. If not, tell us why not, and

5.
in detail, all the steps you plan to take to correct each concern.

 Response: CECO Environmental became an accelerated filer as of the fiscal year ended 2007, and as disclosed in the Company’s Annual Report on Form 10-K for the year ended 2007 and filed on
March 17, 2008 (the “2007 Form 10-K”), and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008 (collectively, the “2008 Forms 10-Q”), the Company identified material
weaknesses in the design of internal control over financial reporting as of fiscal year end 2007 and for the quarters ended March 31, 2008 and June 30, 2008. These material

 Ms. Jenn Do

 September
24, 2008

 Page 2

weaknesses in the design of internal controls existed in our Financial Close and Reporting Process, Information Technology Applications and Infrastructure,
Segregation of Duties, and Entity-level Controls. A more complete description of these material weaknesses can be found in Item 9A (“Management’s Annual Report on Internal Control Over Financial Reporting “) of the 2007 Form
10-K. Please see page 47-50 of the 2007 Form 10-K. There are no specific dollar amounts associated with any such material weaknesses in the design of internal controls. Despite the existence of these control deficiencies, the Company notes that it
did not result in any material adjustments to the 2007 financial statements. Neither the former auditors nor the Company identified any material accounting errors or material misapplications of GAAP in connection with the material weaknesses or
otherwise for such periods.

 Subpart 1. As disclosed in the 2007 Form 10-K and 2008 Forms 10-Q, the
material weaknesses in the design of internal controls were identified as of December 31, 2007, and for the quarters ended March 31, 2008 and June 30, 2008. There were no identified material accounting errors or material
misapplications of GAAP by either the Company or the former auditors for such periods.

 Subpart 2. No material
accounting errors or material misapplications of GAAP were identified by the Company or the former auditors for the year ended 2007 or the quarters ended March 31, 2008 and June 30, 2008.

 Subpart 3. No material accounting errors or material misapplications of GAAP were identified by the Company or the former
auditors for the year ended 2007 or the quarters ended March 31, 2008 and June 30, 2008.

 Subpart 4.
There were no material adjustments as of year end 2007 that require restatement for prior periods and the Company, therefore, does not intend to restate any prior period for adjustments.

 Subpart 5. The Company is in the process of developing and implementing a remediation plan to address the material
weaknesses in design of internal controls described in the 2007 Form 10-K and 2008 Forms 10-Q. The Company has taken the following actions to improve the design of internal control over financial reporting:

•

 A new Director of Internal Audit was appointed, effective November 11, 2007.

•

 Since December 31, 2007, the Finance division has been strengthened by the addition of an Assistant Controller in the Financial Analysis and General Accounting
areas. The Company plans to continue to enhance the staffing and competency level within the Finance division.

•

 We have engaged four third party professionals to advise the Company in connection with (1) the remediation of existing deficiencies including the conversion
to a new information technology enterprise management system, (2) SEC related activities including accounting guidance and periodic reporting, (3) all tax related activities and (4) valuation of goodwill and intangibles.

 Ms. Jenn Do

 September
24, 2008

 Page 3

 In addition, the following are specific remedial actions to be taken for matters related to
accounting for significant or non-routine transactions:

•

 Require all significant or non-routine transactions to be thoroughly researched, analyzed, and documented by qualified accounting personnel. In addition, all major
transactions will require the additional review and approval of the Chief Financial Officer.

•

 In addition to the review performed by the Company’s management, implement an additional review by subject matter experts for complex accounting estimates and
accounting treatments, where appropriate.

•

 Develop and implement focused monitoring controls and other procedures in the Internal Audit organization.

•

 Develop and implement written policies and procedures governing the financial close and reporting process.

•

 Develop and implement effective communications of and education on a control framework and effectively communicate management’s expectations for controls, and
business process owners’ accountability for controls.

•

 Lastly, the Company has purchased and is in the process of implementing an integrated software system which includes industry standard and current best practice
inherent controls. The new system is expected to address and remediate deficiencies including segregation of duties, security (through access restriction limited to job responsibilities), change control procedures, and reduced use of spreadsheets in
preparing financials.

2.
Comment: Please provide us with a schedule of your fiscal year end fourth quarter adjustments to close the books, or adjustments recorded in connection with or
as a result of the audit. Clearly explain the reason for each adjustment. For each adjustment, show us the impact on pre-tax net loss. Quantify the net effect of all adjustments on pre-tax net income (loss). Provide us with the same information for
any 2008 quarterly review adjustments. Also, tell us why none of the adjustments relate to prior period. Explain in detail why you believe the timing of each adjustment is appropriate.

 Response: In response to the staff’s comment, we have listed below our fiscal year end fourth quarter 2007
adjustments recorded as the result of the audit. There were no unusual or non-routine adjustments made to close the books prior to the audit and there were no 2008 quarterly review adjustments.

 Ms. Jenn Do

 September
24, 2008

 Page 4

 Q4 2007 Adjustment #1

Pre-tax Net Loss
Increase/(Decrease)

 Dr Accounts Payable – trade

$
217,156

—

 Cr Cash – 5th 3rd

$
217,156

—

 Q: Reason for adjustment?

 To adjust the reclassification of a negative cash balance.

 Q: Why it doesn’t relate to a prior period?

 It doesn’t relate to a prior period because
the adjustment only affects the balance sheet at December 31, 2007.

 Q: Why is timing appropriate?

 Timing is appropriate because the adjustment only relates to the balance sheet at December 31, 2007.

 Q4 2007 Adjustment #2

Pre-tax Net Loss
Increase/(Decrease)

 Dr Accounts Receivable

$
78,274

—

 Cr Customer Deposits

$
78,274

—

 Q: Reason for adjustment?

 To reclassify a credit balance included in the aging of accounts receivable.

 Q: Why it doesn’t relate to a prior period?

 It doesn’t relate to a prior period because the adjustment only affects the balance sheet at December 31, 2007.

 Q: Why is timing appropriate?

 Timing is appropriate because the adjustment only relates to the
balance sheet at December 31, 2007.

 Q4 2007 Adjustment #3

Pre-tax Net Income
Increase/(Decrease)

 Dr Billings in excess of costs

$
57,270

—

 Cr Sales – Trade

$
57,270

$
(57,270
)

 Q: Reason for adjustment?

 To record an unadjusted inter-company profit elimination entry.

 Ms. Jenn Do

 September
24, 2008

 Page 5

 Q: Why it doesn’t relate to a prior period?

 It doesn’t relate to a prior period because the adjustment only affects the quarter ended December 31, 2007.

 Q: Why is timing appropriate?

 Timing
is appropriate because the adjustment only affects the quarter ended December 31, 2007.

 Q4 2007 Adjustment #4

Pre-tax Net Income
Increase/(Decrease)

 Dr Other long-term assets

$
52,250

—

 Cr Prepaid Misc.

$
52,250

—

 Q: Reason for adjustment?

 To reclassify long-term portion of Nasdaq filing fees.

 Q: Why it doesn’t relate to a prior period?

 It doesn’t relate to a prior period because
the adjustment only affects the balance sheet at December 31, 2007.

 Q: Why is timing appropriate?

 Timing is appropriate because the adjustment only relates to the balance sheet at December 31, 2007.

 Q4 2007 Adjustment #5

Pre-tax Net Income
Increase/(Decrease)

 Dr Prepaid Income taxes

$
600,954

—

 Cr Accrued Federal Income taxes

$
600,594

—

 Q: Reason for adjustment?

 To gross up and reclassify prepaid taxes and accrued taxes which had been netted together.

 Q: Why it doesn’t relate to a prior period?

 It doesn’t relate to a prior period because the adjustment only affects the balance sheet at December 31, 2007.

 Q: Why is timing appropriate?

 Timing is appropriate because the adjustment only relates to the
balance sheet at December 31, 2007.

 Ms. Jenn Do

 September
24, 2008

 Page 6

 Q4 2007 Adjustment #6

Income Tax expense
Increase/(Decrease)

 Dr Accrued Federal Income tax

$
624,518

 Dr Accrued State & Local tax

$
270,962

 Dr Deferred Income taxes

$
147,403

 Dr Federal Income tax expense

$
92,492

$
 92,492

 Cr Deferred Income taxes – current

$
50,859

 Cr Capital in excess of par value

$
935,776

 Cr State Income tax expense

$
148,740

$
(148,740
)

 Dr Federal Income tax expense

$
148,000

$
148,000

 Cr Accrued FIN 48 liability

$
148,000

 Net Income tax expense increase

$
91,752

 Q: Reason for adjustment?

 To properly account for: 1) the excess tax benefits of share based compensatory options and warrants in accordance with SFAS No. 123 (R), 2) a
decrease to the domestic production deduction based on the reduction to taxable income for compensatory stock option, 3) an increase to the (FIN) No. 48 liability for a highly certain tax position outcome, 4) removing the AMT credit from the
deferred tax account, and 5) a one percent decrease to the state effective rate related to an analysis of actual state tax due performed in the fourth quarter.

 Q: Why it doesn’t relate to a prior period?

 The adjustment for tax benefits related to
compensatory options and the AMT credit relate to 2007 activity that did not impact the estimated effective tax rate in any prior period in 2007. Therefore, the entries were made in the fourth quarter in accordance with APB 28. The entry to record
an uncertain tax position under FIN 48 was made in the fourth quarter because the uncertain tax position was first identified based on information that was first available in the fourth quarter in accordance with FIN 48 paragraphs 11 and 12.

 The increase to tax expense related to the decreased domestic production deduction, a permanent item, was the result of accounting for
compensatory stock options in the fourth quarter in accordance with APB 28.

 The decrease to the state effective tax rate related to an
analysis of state tax due performed in the fourth quarter and recorded in the fourth quarter in accordance with APB 28. The adjustment does not relate to prior periods because prior period state effective rates were based on management’s best
estimate in those quarters and management only decreased the state effective rate after a full analysis was performed in the fourth quarter.

 Ms. Jenn Do

 September
24, 2008

 Page 7

 Q: Why is timing appropriate?

 Timing is appropriate because the adjustment only affects the quarter ended December 31, 2007.

 Q4 2007 Net effect of adjustments

 Pre tax net income net effect

$
(57,270
)

 Net Income tax increase

$
91,752

3.
Comment: Provide us with any letter or written communication to and from the former accountants regarding any disagreements or reportable events to management
or the Audit Committee.

 Response: There is no letter or written communication to and
from the former accountants regarding any disagreements or reportable events to management or the Audit Committee, other than the reportable event with respect to those material weakness disclosed in its Report of Independent Registered Public
Accounting Firm dated March 17, 2008, a copy of which is located in the 2007 Form 10-K. Please see pages 51-53 in the 2007 Form 10-K.

4.
Comment: To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former
accountants stating whether the accountants agree with the statements made in your revised Form 8-K.

 Response: The Company respectfully submits that the 8-K does not require amending, and therefore, an updated Exhibit 16 letter from the former accountants also is not required.

 Ms. Jenn Do

 September
24, 2008

 Page 8

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 staff comments or changes to disclosure in response to staff comments in the filing reviewed by the staff 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.

Sincerely,

CECO Environmental Corp.

 /s/ Dennis Blazer

Dennis Blazer

Vice President – Finance and Administration and Chief Financial Officer

cc:

Ronald Kreig, Chairman, Audit Committee

Battelle & Battelle LLP

BDO Seidman, LLP

Barnes & Thornburg LLP

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
September 24, 2008

via U.S. mail and facsimile

Mr. Dennis W. Blazer Chief Financial Officer and Vice Pres ident – Finance and Administration
CECO Environmental Corp.            3120 Forrer Street  Cincinnati, OH 45209
 RE:   CECO Environmental Corp.
  Form 8-K Item 4.01
  Filed September 4, 2008   File No. 000-7099

Dear Mr. Blazer:
We have completed our review of your filing and have no further comments at
this time.
 If you have any further questions regarding our review of your filing, please direct
them to the undersigned at (202) 551-3743.
Sincerely,

Jenn Do Staff Accountant

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010          September 12, 2008
via U.S. mail and facsimile

Mr. Dennis W. Blazer Chief Financial Officer and Vice Pres ident – Finance and Administration
CECO Environmental Corp.            3120 Forrer Street  Cincinnati, OH 45209
 RE:   CECO Environmental Corp.
  Form 8-K Item 4.01   Filed September 4, 2008   File # 000-7099

Dear Mr. Blazer:
We have reviewed your filing and have the following comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better 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 overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other asp ect of our review.  Feel free to call us at
the telephone number listed at the end of this letter.
1.   In detail, supplementally describe the nature of each material weakness and the amounts
involved, as applicable.  Also, tell us:   1.
      in what period each material weakness and accounting error or misapplication of
GAAP occurred,
 2.       the amount of each accounting error and misapplication of GAAP,
 3.       the reason(s) for each error or misapplication of accounting,
4.      whether or not you intend to restate any prior period for any adjustments.  If not,
tell us why not, and
 5.       in detail, all the steps you plan to take to correct each concern.

Mr. Dennis W. Blazer
CECO Environmental Corp.                       September 12, 2008 Page 2
2.   Please provide us with a schedule of your fi scal year end fourth quarter adjustments to
close the books, or adjustments recorded in connection with or as a result of the audit.  Clearly explain the reason for each adjustment.  For each adjustment, show us the impact on pre-tax net loss.  Quantify the net effect of all adjustments on pre-tax net income (loss).  Provide us with the same information for any 2008 quarterly review adjustments. Also, tell us why none of the adjustments relate to prior period.  Explain in detail why you believe the timing of each adjustment is appropriate.

3.   Provide us with any letter or written communication to and from the former accountants
regarding any disagreements or reportable events to management or the Audit Committee.

4.   To the extent that you make changes to the Form 8-K to comply with our comments,
please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountants agree with the statements made in your revised Form 8-K.

*   *   *   *

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors
require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
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 in the filing
reviewed by the staff 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

Mr. Dennis W. Blazer
CECO Environmental Corp.                       September 12, 2008 Page 3
Please furnish your supplemental response via EDGAR in response to these comments
within 5 business days of the date of this lette r.  Please note that if you require longer than 5
business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct any questions regarding the above to the undersigned at (202) 551-3743.          S i n c e r e l y ,             J e n n  D o          Staff Accountant

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
January 4, 2008

Via U.S. mail and facsimile

Mr. Dennis W. Blazer V.P. - Finance and Administrati on and Chief Financial Officer
CECO Environmental Corp.
3120 Forrer Street
Cincinnati, OH  45209
 RE: Form 10-K for the fiscal year ended Dece mber 31, 2006
Form 10-Q for the quarte r ended June 30, 2007
Form 10-Q for the quarter ended September 30, 2007
File No. 0-07099
 Dear Mr. Blazer:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

If you have any questions regarding our review of your filings, please direct them
to Lisa Haynes, Staff Accountant, at ( 202) 551-3424 or, in her absence, to the
undersigned at (202) 551-3769.          S i n c e r e l y ,             R u f u s  D e c k e r         Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 December 20, 2007

 Via Edgar and Facsimile

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange Commission – Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:

CECO Environmental Form 10-K for the fiscal year ended December 31, 2006

CECO Environmental Form 10-Q for the quarter ended June 30, 2007

CECO Environmental Form 10-Q for the quarter ended September 30, 2007

File No. 0-07099

 Dear Mr. Decker:

 CECO Environmental Corp. (“we” or the “Company”) has received your letter dated December 7, 2007. We appreciate that your review was intended to assist us in our compliance with applicable disclosure requirements
and to enhance the overall disclosure in our filings.

 The following reflects our review of the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) you provided (keyed to your letter dated December 7, 2007):

 Form 10-K for the year
ended December 31, 2006

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page
33

1.
Comment: We note your response to comment 2 and your future filing revisions included within your Form 10-Q for the period ended September 30, 2007. While we understand that
as a result of your internal structure, it may not reasonably possible to accurately quantify external sales by a particular company, division or group. However, it seems that in the process of evaluating the success of your business, you likely
have some mechanism for identifying drivers of revenue growth so that you are able to allocate resources towards products and services that will benefit the company. Please tell us bow management develops its annual sales budgets and why this same
process could not be used to identify and quantify the reasons for fluctuations in consolidated sales from period to period to financial statement users.

 Response: Management develops its annual sales budget using a detailed bottom up analytical process. Each of the CECO division managers prepares a comprehensive financial projection that is developed by
reviewing their current backlog, work-in-process reports and production schedules. This analysis provides a base forecast which is then supplemented by adding projected new revenues that are determined by reviewing current quoting activity, bookings
success rates and recently identified sales opportunities. Additionally, an estimate of future new business opportunities is made by

considering specific growth drivers such as fundamental strength in industrial sectors, new pollution control and energy legislation, increasingly strict EPA
mandated industry Maximum Achievable Control Technology standards (“MACT”) and OSHA established Threshold Limit Values (“TLV”). The final step in the revenue projection process is to estimate the amount of external sales
generated by one division that can be performed internally by another CECO division.

 Once the projected revenue process is completed,
management is able to determine the individual division’s activity level, including inter-divisional orders, and establish the appropriate levels of fixed and variable overhead necessary to support the projected volume at the division level as
well as the CECO corporate level. This same process will be used in a similar fashion to identify and quantify the reasons for fluctuations in consolidated sales from period to period.

 Future filings will include disclosures similar to the following:

 Consolidated sales in 2006 were $135.4 million, an increase of $53.8 million or 66% compared to 2005. This increase was primarily due to increased demand for our products and services created by the fundamental
strength of many industrial sectors including ethanol production, steel production and automotive related sectors. This increase also included $12 million in new contracting sales revenues attributed to the addition of H.M. White, Inc. in 2006.
Additional demand for our products and services was created by increasingly strict EPA mandated industry Maximum Achievable Control Technology standards (“MACT”) and OSHA established Threshold Limit Values (“TLV”), as well as
existing pollution control and energy legislation.

 Note 12 – Pension and Employee Benefit Plans, page F-24

2.
Comment: We note your response to comment 9, however, your proposed future filing disclosures pertaining to this 2006 reporting error do not appear correct. It seems from your
disclosures on page F-24 that the amount of your adjustment to accumulated other comprehensive income upon adoption of SFAS 158 was $226,000. This adjustment should be reported as a component of the ending balance of accumulated other comprehensive
income but should not be reported as a component of total comprehensive income. It also appears you have an additional adjustment to your pension/postretirement liability of $266,000, representing the additional plan net loss which arose during the
year. This additional liability should not be recorded in the same way as the SFAS 158 adoption adjustment but rather, should be recorded as a component of total comprehensive income (net of tax) and therefore should also be recorded as a component
of accumulated other comprehensive income. Please provide us with your revised statement of shareholders equity for the period ended December 31, 2006 that you will include in future filings.

 Response: The following will be included in our Annual Report on Form 10-K for the fiscal year ended 2007:

 For the year ended December 31, 2006, the Company incorrectly recorded its transition adjustment
related to the adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an Amendment of FASB Statements No. 87, 88, 106 and 132(R). The Company reported its transition
adjustment of $226,000 as a component of 2006 other comprehensive income (loss), rather than as a direct adjustment to the ending balance of accumulated other comprehensive loss.

 The Company’s revised statement of shareholders equity for the period ended December 31, 2006 that will be included in future filings will
reflect the following:

Accumulated
Other
Comprehensive
(Loss)

 Total
Comprehensive
(Loss)

 Income

 Balance, December 31, 2005

$
(791
)

$
466

 Net Income for the year ended December 31, 2006

$
3,094

 Other comprehensive income (loss):

 Adjustment for minimum pension/ post retirement liability, net of tax $(178)

(266
)

(266
)

 Translation gain

3

3

 Total Comprehensive income

$
2,831

 Adjustment for SFAS 158 transition, net of tax $(150)

(226
)

 Balance, December 31, 2006

$
1,280

 FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2007

 Condensed Consolidated Financial Statements

 Note 14 –
Subsequent event, page 11

3.
Comment: Please tell us how you intend to account for the asset purchase agreement and goodwill purchase agreement entered into on October 31, 2007. Your response should
provide a condensed balance sheet disclosing the amount assigned to each major asset and liability at the acquisition date and a brief discussion of how you determined the amount to be allocated to each item. Please also tell us what consideration
was given to allocating the purchase price to intangible assets separate from goodwill and the useful life assigned to each identified intangible asset. See paragraph 39 of SFAS 141.

 Response: As disclosed in our Current Report on Form 8-K filed with the SEC on November 2, 2007 and in our Quarterly Report on 10-Q for the
quarter ended September 30, 2007, on October 31, 2007, the Company, GMD Acquisition Corp. (“Acquisition”), an indirectly owned subsidiary of the Company, and GMD Environmental Technologies, Inc., GMD Properties, Inc. and GMD
Services, Inc. (collectively, “GMD”) entered into an Asset Purchase Agreement (“APA”), pursuant to which Acquisition acquired, for a purchase price of $1,400,000, substantially all of the assets of GMD (the

“Asset Purchase”), which relate to the business currently conducted by GMD, including the design, manufacture, and sale of its air pollution
control systems and the furnishing of installation services to customers. The Asset Purchase was completed on October 31, 2007.

 Additionally, on October 31, 2007, the Company and Acquisition also entered into a Goodwill Purchase Agreement (“GPA”) with Gerald J. Reier and Lynda Reier (the “Sellers”), pursuant to which Acquisition acquired,
for a purchase price of $1,600,000, all of the Sellers’ goodwill in the business of GMD (the “Goodwill Purchase”). The Sellers are also entitled to an earn-out payment up to $1,000,000, payable approximately 39 months following
closing, subject to the Company meeting certain financial thresholds. The closing for the Goodwill Purchase was completed on October 31, 2007. The cash used by the Company to pay the purchase price for the Asset Purchase and Goodwill Purchase
was obtained from the Company’s existing revolving credit facility.

 The acquisition did not meet the requirements of a
“significant subsidiary” and an 8-K filing with financial statements and pro forma financial information will not be required.

 The asset purchase agreement and the goodwill purchase agreement will initially be accounted for as follows:

 Total Sales Price

 Base purchase price

$
3,000,000

 Liabilities assumed

 Accounts payable

$
39,726

 Accrued expenses

43,226

 Billings in excess of cost

12,127

95,079

 Total Sales Price

$
3,095,079

 Assets Transferred

 Accounts receivable

$
1,222,630

 Inventory

126,099

 Other assets

 Prepaid expenses

22,154

 Property & Equipment

45,261

 Purchased intangibles

1,678,935

 Total Assets Transferred

$
3,095,079

 The values for accounts receivable, inventory, prepaid expenses and property and equipment were
established during a review by an independent accounting firm and reflect the fair value of the acquired assets and liabilities. Inventories were fair valued based on the results of a physical inventory, obsolescence review and price testing. Other
items were reviewed by management and it was determined that book values represented fair values.

 A subsequent analysis of the purchased intangibles will be performed by the Company with the assistance
of an independent, third party valuation expert to determine the specific components of definite and indefinite useful life intangibles separate from goodwill. This analysis will give specific consideration to the requirements of Statement of
Financial Accounting Standards No. 141— Appendix A.

 Should the Staff have any additional questions or comments after reviewing this response
letter we would appreciate the opportunity to discuss these comments or questions with the Staff prior to the distribution of another comment letter. In addition, if we may be of assistance during the Staff’s review of this letter, please call
me directly at (513) 458-2600.

 We look forward to your response.

 Very Truly Yours,

 CECO Environmental Corp.

 /s/ Dennis W. Blazer

Dennis W. Blazer

Vice President and Chief Financial Officer

 cc: Lisa Haynes, Staff Accountant, Securities and Exchange Commission

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
December 7, 2007
 Via U.S. mail and facsimile

 Mr. Dennis W. Blazer V.P. - Finance and Administrati on and Chief Financial Officer
CECO Environmental Corp.
3120 Forrer Street
Cincinnati, OH  45209
 RE: Form 10-K for the fiscal  year ended D ecember 31, 2006
Form 10-Q for the quarte r ended June 30, 2007
Form 10-Q for the quarter ended September 30, 2007
File No. 0-07099
  Dear Mr. Blazer:    We have reviewed your response lett er dated November 30, 2007 and have the
following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 33
1. We note your response to comment 2 and your future filing revisions included within
your Form 10-Q for the period ended September 30, 2007.  While we understand that

Dennis W. Blazer
Ceco Environmental Corp.
December 7, 2007 Page 2 of 3
as a result of your internal structure, it may not reasonably possible to accurately quantify external sales by a particular co mpany, division or group.  However, it seems
that in the process of evaluating the su ccess of your business, you likely have some
mechanism for identifying drivers of revenue growth so that you are able to allocate
resources towards products and services that  will benefit the co mpany.  Please tell us
how management develops its annual sale s budgets and why this same process could
not be used to identify and quantify the reas ons for fluctuations in consolidated sales
from period to period to fi nancial statement users.

Note 12 – Pension and Employee Benefit Plans, page F-24

2. We note your response to comment 9, however, your proposed future filing
disclosures pertaining to th is 2006 reporting error do not a ppear correct.  It seems
from your disclosures on page F-24 that  the amount of your adjustment to
accumulated other comprehensive income upon adoption of SFAS 158 was $226,000.
This adjustment should be reported as a component of the ending balance of accumulated other comprehensive income but  should not be repor ted as a component
of total comprehensive income.  It also appears you have an additional adjustment to your pension/post-retirement liability of  $266,000, representing the additional plan
net loss which arose during the year.  This additional liability should not be recorded
in the same way as the SFAS 158 adoption ad justment but rather, should be recorded
as a component of total comprehensive income  (net of tax) and therefore should also
be recorded as a component of accumulated other comprehensive income.  Please provide us with your revised statement of shareholders equity for the period ended
December 31, 2006 that you will in clude in future filings.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2007

Condensed Consolidated Financial Statements

Note 14 – Subsequent event, page 11
3. Please tell us how you intend to account for the asset purcha se agreement and
goodwill purchase agreement entered into  on October 31, 2007.  Your response
should provide a condensed balance sheet disclosing the amount assigned to each major asset and liability at the acquisiti on date and a brief discussion of how you
determined the amount to be allocated to each item.  Please also tell us what consideration was given to al locating the purchase price to intangible assets separate
from goodwill and the useful life assigned to each identified intangible asset.  See paragraph 39 of SFAS 141.

*    *    *    *

Dennis W. Blazer
Ceco Environmental Corp. December 7, 2007 Page 3 of 3     Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
If you have any questions regarding these comments, please direct them to Lisa
Haynes, Staff Accountant, at (202) 551-3424 or, in her absen ce, to the undersigned at
(202) 551-3769.          S i n c e r e l y ,              R u f u s  D e c k e r         Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 November 30, 2007

 Via Edgar and Facsimile

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange Commission – Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
CECO Environmental Form 10-K for the fiscal year ended December 31, 2006

 CECO Environmental Form 10-Q for the quarter ended June 30, 2007

 File no. 000-07099

 Dear Mr. Decker:

 CECO Environmental Corp. (“we” or the
“Company”) has received your letter dated October 25, 2007. We appreciate that your review was intended to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.

 The following reflects our review of the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) you provided (keyed to your letter dated October 25, 2007):

 Form 10-K for the year ended December 31, 2006

 General

1.
Comment: Where a comment below requests additional disclosures or other revisions to be made, please show us in your response what the revisions will look like. These revisions
should be included in your future filings, including interim filings.

 Response: The following responses show what
the revisions will look like. Where applicable, these revisions will be included in our future filings, including interim filings.

 Managements
Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 33

2.
 Comment: Please quantify the impact of each factor when multiple factors contribute to material fluctuations. For example, in your discussion of $54 million and
$4.5 million increases to consolidated sales and selling and administrative expenses, respectively, you appear to only quantify the portion of the increase (20-25%) attributable to the additional of H.M. White Inc. Furthermore, you state that the
decrease in the gross profit percentage from 2005 to 2006 was due to changes in

product mix and an underperforming large product but do not quantify the impact of either so that a reader is able to the determine the extent to which
each factor impacted your results. Refer to Items 303(a)(3)(i) and (iii) of Regulation S-K and Financial Reporting Codification 501.04

 Response: We will quantify the impact of each factor when multiple factors contribute to material fluctuations of our results of operations, to the extent possible in future filings. Our consolidated financial
statements include the results of several subsidiaries with multiple divisions that work together to provide a turn-key solution to our customers. In many cases one company or division subcontracts work to one or more other companies or divisions
and as a result we have extensive inter-company revenue and expense transactions. These inter-company transactions only get eliminated in the aggregate upon consolidation and as a result, it is not reasonably possible to accurately quantify external
sales by a particular company, division or group. However, in some cases, when we have added a new company, like H.M. White in 2006, to our group, we are able to quantify the sales impact because the new company does not have much inter-company
activity in the first year. We do have the ability to compare the division’s performance on a period to period basis with inter-company revenues and expenses included and we have reported these changes in general terms relative to increases,
decreases or constant levels of activity in the respective area.

 Future filings will include disclosures similar to the following:

 Consolidated sales in 2006 were $135.4 million, an increase of $53.8 million or 66% compared to 2005. This increase was primarily due to
increased demand for our products and services, including $12 million in new contracting sales revenues attributed to the addition of H.M. White, Inc.

 Gross profit excluding depreciation and amortization increased by 41.8% or $7.1 million to $24.1 million in 2006 compared with $17.0 million in 2005. Gross profit, as a percentage of sales, was 17.8% in 2006 compared
to 20.9% in 2005. The decrease in the gross profit percentage of 3.1% was due primarily to changes in product mix which reduced gross profit by 2.4% and a loss on one completed underperforming large project which reduced gross profit by 0.7%.

 Selling and administrative expenses increased by $4.5 million to $16.8 million in 2006. Selling and administrative expenses, as a
percentage of revenues for 2006 and 2005 were 12.4% and 15.1% respectively. This increase was due to the addition of $1.2 million of H.M. White selling and administrative expenses, increases in commissions and incentive compensation expenses
relating to improved financial performance of $2.2 million, and increased selling and administrative wages of $1.1 million.

 Disclosures in
the CECO Environmental Form 10-Q for the quarter ended September 30, 2007 (“Third Quarter 10-Q”) have been enhanced to provide more detail regarding the impact of various factors. Please see page 12 of the Third Quarter 10-Q.

 Page 2

 Consolidated Financial Statements

 Consolidated Statements of Operations, page F-5

3.
Comment: We note your disclosure on page 35 that other income (expense) for the year ended December 31, 2005 included a non-cash charge of $173,000 related to the
discontinued operation of U.S. Facilities Management. Please revise your filing to present the loss within operating expenses or explain why your current treatment is appropriate. Refer to paragraph 45 of SFAS 144.

 Response: The U.S. Facilities Management fixed assets written off in 2005 were items retained from an operation that was discontinued in 1999 and
that subsequently became obsolete. We did not consider the expense material or relative to current operations and consequently classified the impairment as other expense. In the event that expenses of this nature occur in the future, we will include
a classification similar to the following:

As reported
2005

Reclass

As adjusted
2005

 Net sales

$
81,521

$
81,521

 Costs and expenses

 Cost of sales, exclusive of items shown separately below

64,521

173

64,694

 Selling and administrative

12,308

12,308

 Depreciation and amortization

1,167

1,167

77,996

173

78,169

 Income from operations

3,525

(173
)

3,352

 Other expense

(900
)

173

(727
)

 Interest expense

(2,413
)

(2,413
)

 Income before income taxes

$
212

$
—

$
212

 Consolidated Statements of Shareholders’ Equity, page F-6

4.
Comment: Please revise to disclose the accumulated balances for each classification within accumulated other comprehensive income. You may disclose this information on the face
of the balance sheet, in the statement of shareholders’ equity or in the notes the financial statements. Refer to paragraph 26 of SFAS 130.

 Response: There are two classifications within our accumulated other comprehensive income balance. The minimum pension liability is $1,283,000 and the translation gain is $3,000. We considered the translation
gain to be immaterial. Future annual filings will include disclosures similar to the following:

 Page 3

 CECO Environmental

 Notes to financial statements

 Year ended December 31, 2006

Translation
gain

Minimum pension
liability adjustment

Accumulated other
comprehensive income

 Beginning balance

$
—

$
(791
)

$
(791
)

 Current-period change

3

(492
)

(489
)

 Ending balance

$
3

$
(1,283
)

$
(1,280
)

 Future interim filings will include disclosures similar to Note 13 in the Third Quarter 10-Q.
Please see page 10, Note 13, of the Third Quarter 10-Q.

 Note 9 – Debt, page F-17

5.
Comment: It appears from your disclosures on page F-18 that you modified your Credit Facility with Fifth Third Bank in June 2006 and again in February 2007. We also notice your
disclosures on page F-19 indicating that your subordinated debt agreement with Green Diamond has been modified multiple times, most recently in December 2006 and March 2007. Please tell us in detail how you considered the provisions of EITF 96-19
(including paragraph 1f) in determining the accounting treatment for each separate modification. Please revise your filing to describe how you accounted for any fees paid or received in connection with modifications, if applicable.

 Response: Our Credit Facility with Fifth Third Bank consists of both a revolving loan and a term loan. When
determining the appropriate accounting treatment for each modification, we considered the provisions of EITF 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt Instruments”, for modifications to the term loan, and EITF
98-14, “Debtor’s Accounting for Changes in Line-of-Credit or Revolving Debt Arrangements”, for modifications to the revolving loan. None of our debt arrangements contain conversion options nor have any modifications added such
conversion options.

 The following relevant modifications to the Credit Facility occurred in June 2006:

•

 the maturity date was extended from January 31, 2007 to January 31, 2009,

•

 the interest rate on the revolving loan was lowered from the prime rate plus 2.25% to either the prime rate plus 0.5% or LIBOR plus 2.75%, at our option,

•

 the interest rate on the term loan was lowered from the prime rate plus 2.0% to the prime rate plus 0.5% or LIBOR plus 2.75%, at our option, and

•

 a pricing grid was established based on the attainment of specified financial measures, to be initially calculated as of December 31, 2006, providing for the
interest rate on the revolving loan to range from the prime rate to the prime rate plus 2.0% or from LIBOR plus 2.25% to LIBOR plus 2.75%, and providing for the interest rate on the term loan to range from the prime rate plus 0.25% to the prime rate
plus 2.25% or from LIBOR plus 2.50% to LIBOR plus 3.00%.

 Page 4

 We compared the present value of the remaining cash flows under the terms of the original term loan with
the present value of the cash flows under the modified terms of the term loan and determined that the difference was less than 10%. Accordingly, we determined that the modification was not substantially different, as defined in EITF 96-19. When
calculating the present value, we followed the guidance provided in EITF 96-19, including the use of the variable interest rate in effect at the date of modification. Fees paid in conjunction with this modification were less than $10,000 (a portion
of which would relate to the modification to the revolving loan) and did not have any effect on the calculation.

 With respect to the
modification to the revolving loan agreement, we compared the borrowing capacity of the old arrangement to the borrowing capacity of the modified arrangement. Because the borrowing capacity of the modified arrangement exceeded the borrowing
arrangement of the old arrangement, we associated the existing unamortized deferred loan fees with the modified arrangement, and began amortizing these fees over the new term.

 In February 2007, we further amended the Credit Facility to add our newly acquired subsidiary Effox as a borrower and for the following relevant terms:

•

 the maturity date was extended from January 31, 2009 to January 31, 2010,

•

 the maximum revolving loan commitment was increased from $13 million to $20 million, and

•

 we entered into a second term loan agreement for $5 million, the funds of which were used primarily for the acquisition of Effox.

 For these modifications, we followed the same process as described above with respect to the June 2006 modification, and again concluded that the
modification was not substantially different. We also concluded that the borrowing capacity was higher under the modified terms and, therefore, associated the existing unamortized deferred loan fees with the modified arrangement and began amortizing
these fees over the new term. We paid $30,000 in fees to the bank associated with the modifications to the term and revolving loans. In accordance with the provisions of both EITF 96-19 and EITF 98-14, we deferred these fees and began amortizing
them as an adjustment to interest expense over the remaining term of the arrangements.

 Modifications to Subordinated Notes:

 In December 2004, two of our Subordinated Notes were modified to add the accrued but unpaid interest to the principal balance of the notes, and to extend
the maturity dates to January 1, 2007. We compared the present values of the remaining cash flows under the terms of the original notes with the present values of the cash flows under the modified terms of the notes and determined that the
differences were less than 10%. Accordingly, we determined that the modifications were not substantially different, as defined in EITF 96-19. No fees were paid in conjunction with these modifications.

 In December 2005, these notes were modified solely to extend the maturity dates to April 1, 2007. Because there were no other modifications, this did
not have any material effect on the present values of the remaining cash flows and, therefore, we

 Page 5

concluded that the modifications were not substantially different. No fees were paid in conjunction with these modifications.

 In December 2006, these notes were modified to extend the maturity dates to July 1, 2008 and, for one of the notes, to increase the interest rate
from 6% to 12%. In consideration for these modifications, we issued warrants for 250,000 shares of common stock with a fair value of $842,000. We compared the present values of the remaining cash flows under the terms of the previously modified
terms and concluded that the modifications were not substantially different. The value of the warrants was associated with these modifications and was recorded as a deferred loan fee which we began amortizing over the term of the modified note
terms. On March 26, 2007, we amended the notes to extend the maturity date to January 31, 2010. Because there were no other modifications, this did not have any material effect on the present values of the remaining cash flows and,
therefore, we concluded that the modifications were not substantially different. No fees were paid in conjunction with these modifications. In May 2007, we repaid the entire outstanding balance of the Subordinated Notes with proceeds from our
secondary offering. At that time, the unamortized deferred loan fees were expensed.

 In future filings, we will disclose our accounting
treatment for any significant fees paid in connection with modified debt arrangements as follows (only the affected paragraphs as set forth in our 10-K for the fiscal year ended 2006 are included):

 We obtained a new credit facility (the “Bank Facility”) on December 29, 2005. The credit agreement was entered into by CECO Environmental
Corp., the CECO group of companies and Fifth Third Bank, an Ohio banking corporation (“Fifth Third”). On June 8, 2006 we amended the Bank Facility pursuant to a First Amendment to Credit Agreement (“Amendment”). H.M. White,
Inc., a wholly owned subsidiary of CECO Group, Inc., was added as a borrower. The Amendment amended the Bank Facility by, among other things 1) extending the maturity date of the Credit Agreement from January 31, 2007 to January 31, 2009,
2) lowering the interest rate on the revolving loan and term loan from the prime rate plus 2.25% and the prime rate plus 2.0%, respectively, to either prime plus 0.5% or LIBOR plus 2.75%, at our option, and 3) establishing an incentive pricing grid
pegged to performance. Fees paid in connection with this amendment were less than $10,000 and we deferred these fees and began amortizing them as an adjustment to interest expense over the remaining term of the arrangement.

 We further amended the Facility pursuant to a Second Amendment to the Credit Agreement (“Second Amendment”) dated February 28, 2007. Effox,
Inc., a wholly owned subsidiary of CECO Group, Inc., was added as a bo

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
October 25, 2007
 Via U.S. mail and facsimile

 Mr. Dennis W. Blazer V.P. - Finance and Administrati on and Chief Financial Officer
CECO Environmental Corp. 3120 Forrer Street
Cincinnati, OH  45209

 RE: Form 10-K for the fiscal  year ended D ecember 31, 2006
Form 10-Q for the quarte r ended June 30, 2007
File No. 0-07099

Dear Mr. Blazer:    We have reviewed your filings and have the following comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

 General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your response wh at the revisions will look like.  These
revisions should be included in your future  filings, including your interim filings.

Mr. Dennis W. Blazer
CECO Environmental Corp.
October 25, 2007 Page 2    Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 33

2. Please quantify the impact of each factor when multiple factors contribute to material fluctuations.  For example,  in your discussion of $54 million and $4.5
million increases to consolidated sales and selling and administrative expenses, respectively, you appear to only quantif y the portion of th e increase (20-25%)
attributable to the additional of H.M. Wh ite, Inc.  Furthermore, you state that the
decrease in the gross profit percentage from 2005 to 2006 was due to changes in
product mix and an underperforming large pr oduct but do not quantify the impact of
either so that a reader is able to the determine the extent to which each factor
impacted your results.  Refer to Items 303( a)(3)(i) and (iii) of  Regulation S-K and
Financial Reporting Codification 501.04.

Consolidated Financial Statements

Consolidated Statements of Operations, page F-5
 3. We note your disclosure on page 35 that ot her income (expense) for the year ended
December 31, 2005 included a non-cash charge of $173,000 related to the
impairment of fixed assets which had been  retained from the discontinued operation
of U.S. Facilities Management.  Please revi se your filing to present the loss within
operating expenses or explain why your curr ent treatment is appropriate.  Refer to
paragraph 45 of SFAS 144.
 Consolidated Statements of Shareholders’ Equity, page F-6

 4. Please revise to disclose the accumulated balances for each classification within
accumulated other comprehensive income.  You may disclose this information on
the face of the balance sheet, in the statemen t of shareholders’ equity or in the notes
the financial statements.  Refer to paragraph 26 of SFAS 130.

Note 9 – Debt, page F-17

5. It appears from your disclosures on page F- 18 that you modified your Credit Facility
with Fifth Third Bank in June 2006 and ag ain in February 2007.  We also notice
your disclosures on page F-19 indicating that your subordinated debt agreement with Green Diamond has been modified multiple  times, most recently in December 2006
and March 2007.  Please tell us in detail how you considered the provisions of EITF
96-19 (including paragraph 1f) in determ ining the accounting treatment for each
separate modification.  Please revise your filing to describe how you accounted for any fees paid or received in connect ion with modifications, if applicable.

Mr. Dennis W. Blazer
CECO Environmental Corp.
October 25, 2007 Page 3     Note 11 – Shareholders’ Equity, page F-19

 6. So that we may better understand your acc ounting treatment, please tell us how you
accounted for the issuance of the detachab le stock warrants issued in December
2001, including the financial statement lin e items to which you recorded amounts
related to the warrants, methods used fo r calculating fair value of the warrants upon
issuance, how you determined the market value adjustments associated with your
warrants, and the circumstances under which you recorded such adjustments.  Please also describe the authoritative literature you relied upon to support your accounting
treatment.
 Note 12 – Pension and Employee Benefit Plans, page F-24

 7. Please revise future filings to clarify, if  true, that the funded status for your post-
retirement health care plan is calculated based on the accumulated
 post-retirement
benefit obligation instead of the projected  benefit obligation as could be inferred
from your current disclosure.  If your f unded status is calculated based upon the
projected benefit obligation, please tell us how you determined that your accounting
is consistent with paragraph 4a of SFAS 158.

8. Please revise to provide the disclosures required by paragraphs  7(a)-(c) of SFAS
158.

9. It appears from your disclosures on page  F-24 that you determined the required
adjustments to the ending balance of accumulated other comprehensive income due to the adoption of SFAS 158 was $208,000 fo r your defined benefit plan and
$18,000 for your post-retirement health plan.  However, it is appears that this
adjustment may not be properly classified in  your statement of shareholders’ equity.
The amount of the adjustment should be  reflected within accumulated other
comprehensive income as of December 31, 2006 but should not appear in the amount of total comprehensive income for the year ended December 31, 2006.  Please see paragraph A6 and A7 of SFAS  158 and revise your filing accordingly.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2007

Condensed Consolidated Statements of Operations, page 3
 10. Please revise future filings beginning with your next Form 10-Q to report a total for
comprehensive income in your condensed fi nancial statements of interim periods.
See paragraph 27 of SFAS 130.

Mr. Dennis W. Blazer
CECO Environmental Corp. October 25, 2007 Page 4
*    *    *    *
      Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Pleas e furnish your response on EDGAR as a
correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed 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
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

  In addition, please be advi sed that the Division of En forcement 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.

If you have any questions regarding these comments, please direct them to Lisa
Haynes, Staff Accountant, at (202) 551-3424 or, in her absen ce, to the undersigned at
(202) 551-3769.          S i n c e r e l y ,              R u f u s  D e c k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Acceleration Request

 CECO ENVIRONMENTAL CORP.

 3120 FORRER STREET

 CINCINNATI,
OHIO 45209

 March 30, 2006

 Securities and Exchange Commission

 100 F Street NE

 Washington, DC 20549

Re:
CECO Environmental Corp.

Registration Statement on Form S-3

Registration No. 333-130294

 Ladies/Gentlemen:

 The undersigned, CECO Environmental Corp. (the “Company”), hereby requests that the effectiveness of the above-captioned Registration Statement,
as amended, be accelerated by making the same effective as of 9:30 a.m. E.S.T. on March 31, 2006 or as soon thereafter as may be practicable. Please be advised that there has not been any material change in the operating or financial condition
of the Company since the date of the latest financial data in the Prospectus included in the captioned Registration Statement.

 The Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

•

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

•

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

 Securities and Exchange Commission

 March 30, 2006

 Page 2 of 2

Very Truly Yours,

CECO Environmental Corp.

By:

/s/    Phillip DeZwirek

 Phillip DeZwirek, Chairman and

 Chief Executive
Officer

CORRESP
1
filename1.htm

Correspondence Letter

 CECO ENVIRONMENTAL CORP.

 3120 FORRER STREET

 CINCINNATI,
OHIO 45209

 February 24, 2006

 Securities and Exchange Commission

 100 F Street NE

 Washington, DC 20549

Re:

 CECO Environmental Corp.

 Registration Statement on Form S-3

 Registration No. 333-130294

 Ladies/Gentlemen:

 The undersigned, CECO Environmental Corp. (the “Company”), hereby requests that the prior letter dated February 23, 2006 be withdrawn and that the effectiveness of the above-captioned Registration
Statement, as amended, be accelerated by making the same effective as of 5:00 p.m. E.S.T. on March 1, 2006 or as soon thereafter as may be practicable. Please be advised that there has not been any material change in the operating or financial
condition of the Company since the date of the latest financial data in the Prospectus included in the captioned Registration Statement.

 The Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

•

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

•

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

 Securities and Exchange Commission

 February 24, 2006

 Page 2 of 2

Very Truly Yours,

CECO Environmental Corp.

By:

 /s/ Phillip DeZwirek

 Phillip DeZwirek, Chairman and

 Chief Executive
Officer

CORRESP
1
filename1.htm

Correspondence Letter

 CECO ENVIRONMENTAL CORP.

 3120 FORRER STREET

 CINCINNATI,
OHIO 45209

 February 23, 2006

 Securities and Exchange Commission

 100 F Street NE

 Washington, DC 20549

Re:

CECO Environmental Corp.

Registration Statement on Form S-3

Registration No. 333-130294

 Ladies/Gentlemen:

 The undersigned, CECO Environmental Corp. (the “Company”), hereby requests that the prior letter dated February 22, 2006 be withdrawn and
that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated by making the same effective as of 10:00 a.m. E.S.T. on February 27, 2006 or as soon thereafter as may be practicable. Please be advised that there
has not been any material change in the operating or financial condition of the Company since the date of the latest financial data in the Prospectus included in the captioned Registration Statement.

 The Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

•

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

•

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

 Securities and Exchange Commission

 February 23, 2006

 Page 2 of 2

 Very Truly Yours,

 CECO Environmental Corp.

By:

 /s/ Phillip DeZwirek

Phillip DeZwirek, Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

Correspondence Letter

 CECO ENVIRONMENTAL CORP.

 3120 FORRER STREET

 CINCINNATI,
OHIO 45209

 February 22, 2006

 Securities and Exchange Commission

 100 F Street NE

 Washington, DC 20549

Re:
CECO Environmental Corp.

Registration Statement on Form S-3

Registration No. 333-130294

 Ladies/Gentlemen:

 The undersigned, CECO Environmental Corp. (the “Company”), hereby requests that the effectiveness of
the above-captioned Registration Statement, as amended, be accelerated by making the same effective as of 5:00 p.m. E.S.T. on March 1, 2006 or as soon thereafter as may be practicable. Please be advised that there has not been any material
change in the operating or financial condition of the Company since the date of the latest financial data in the Prospectus included in the captioned Registration Statement.

 The Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

•

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

•

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

 Securities and Exchange Commission

 February 22, 2006

 Page 2 of 2

Very Truly Yours,

CECO Environmental Corp.

By:

 /s/ Phillip DeZwirek

Phillip DeZwirek, Chairman and

Chief Executive Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
MAIL STOP 7010
									February 1, 2006
Phillip DeZwirek, CEO
CECO Environmental Corp.
3120 Forrer Street
Cincinnati, Ohio 45209

Re:	Registration Statement on Form S-3
	File No. 333-130294
	Amended January 17, 2006

Dear Mr. DeZwirek:

      We have reviewed your amended response and have the
following
comments.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General

1. We note your response to comment one of our letter dated
January
6, 2006.  Please give us a detailed legal analysis as to why you
have
named Green Diamond as an underwriter in your prospectus.  We may
have further comment based on your response.

Selling Stockholders, page 8

2. Please specify when The Shemano Group was issued warrants to
purchase 14,000 shares of common stock.

3. Please identify by footnote or otherwise the natural person or
persons having sole or shared voting and investment control over
the
securities held by the beneficial owner of Erlbaum Family, L.P.

Undertakings

4. Because you do not appear to be relying on Rules 430B and C of
the
Securities Act in conducting this offering, please remove the
undertaking contained in Item 512(i) of Regulation S-K.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may contact Craig Slivka at (202)
555-3729 or Lesli Sheppard, who supervised review of this filing,
at
(202) 551-3708, with any questions.

      Sincerely,

      Pamela A. Long
      			Assistant Director

cc:	Leslie J. Weiss, Esq.
	Fax: 312-372-7951

??

??

??

??

Phillip DeZwirek
CECO Environmental Corp.
Page 1 of 2

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence Letter

 CECO ENVIRONMENTAL CORP.

 3120 Forrer Street

 Cincinnati, Ohio 45209

 November 21, 2005

 Mr. Ryan Rohn

 Staff Accountant

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
CECO Environmental Corp.

 Form 8-K Item 4.01

 Filed: November 15, 2005

 File No. 000-07099

 Dear
Mr. Rohn:

 We have received your letter dated
November 15, 2005.

 The following responses to the
comments you provided are keyed to your letter:

1.
Comment: We note your disclosure that there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, that occurred during the most
recent two fiscal years and through November 9, 2005. However, you have amended your Form 10-K for year ended December 31, 2003 and the subsequent Form 10-Q’s filed during 2004 to restate your financial statements for 2001 through
2003 and for the three quarters of 2004 due to a material weakness that existed in your internal controls over financial reporting and therefore concluded that the Company’s disclosure controls and procedures were not effective as of
December 31, 2003. Revise your Form 8-K to provide the information required by Item 304(a)(1)(v) of Regulation S-K, regarding any reportable event (i.e. internal control weakness) that the former accountant advised the company of during
the two most recent fiscal years and subsequent interim period through the date of termination. In your revised filing, describe in detail the nature of your internal control weakness.

Response: The Company has revised and restated its 8-K to provide the information requested. The following is disclosed in the 8-K/A as filed with respect to
reportable events:

 Mr. Ryan Rohn

 November 21, 2005

 Page 2

 During
the years ended December 31, 2003 and December 31, 2004 and the subsequent interim period through November 9, 2005, there were no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)), except the following:

 On February, 8, 2005, the Company, in
consultation with its Audit Committee, concluded that it must correct its previously issued financial statements to properly account for revenue recognized under the percentage of completion method of accounting. The Company’s management
determined that a spreadsheet error existed affecting the manner in which revenue was calculated and recognized on small projects. While revenue recognized under the percentage of completion calculation on individual large projects was accurate, due
to this spreadsheet error, the accumulation of revenue for small projects was incorrect. This error was material and occurred from 2000 to 2003 and the three quarters reported during 2004. This correction resulted in the restatement of the
Company’s consolidated financial statements for the fiscal years 2001 through 2003, which was reflected in the Annual Report on Form 10-K/A for the year ended December 31, 2003, and for the three quarters of 2004, which are reflected in
Quarterly Reports on Form 10-Q/A for the relevant periods.

 After evaluating the nature of the deficiency and the resulting restatement, the Company’s Chief Executive Officer and Chief Financial Officer concluded that a material weakness existed in the Company’s
internal control over financial reporting as of December 31, 2003.

 Management detected the error noted above as a result of additional monitoring processes and procedures that were implemented during the fourth quarter of 2004 to review revenue recognized under the percentage of
completion method of accounting. The additional procedures were implemented by an individual hired by the Company in its efforts to expand the internal control structure in connection with its planning and execution under the internal control
standards of Section 404 of the Sarbanes-Oxley Act of 2002. This person was hired in August 2004 to initiate the Company’s documentation and testing of its internal controls. This individual’s responsibilities included performing
certain monitoring activities which detected the material misstatement.

 Based on management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures and the additional monitoring controls that were in place as of December 31, 2004, which enabled
the Company to detect the error, the Chief Executive Officer and Chief Financial Officer concluded that the material weakness that led to this error not being detected timely has been mitigated as of December 31, 2004, and that our disclosure
controls and procedures were effective as of December 31, 2004. A discussion of such material weaknesses that were identified may be found in: Item 9A of the Company’s Annual Report on Form 10-K/A for the fiscal

 Mr. Ryan Rohn

 November 21, 2005

 Page 3

 year ended
December 31, 2003, which was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2005; Item 4 of the Company’s Quarterly Report on Form 10-Q/A for the three month period ended March 31, 2004,
which was filed with the SEC on April 15, 2005; Item 4 of the Company’s Quarterly Report on Form 10-Q/A for the three month period ended June 30, 2004, which was filed with the SEC on April 15, 2005; and Item 4 of the
Company’s Quarterly Report on Form 10-Q/A for the three month period ended September 30, 2004, which was filed with the SEC on April 15, 2005.

The material weaknesses and events described above were discussed by the Company’s management and the Audit Committee of the Board
of Directors of the Company with Deloitte. The Company has authorized Deloitte to respond fully to the inquiries of the successor independent registered public accounting firm concerning these issues.

 As required by Item 304(a)(3) of Regulation S-K, the
Company has provided Deloitte a copy of the disclosures contained in this Report on Form 8-K/A and has requested that Deloitte furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Deloitte agrees with
the statements made by the Company in this Report on Form 8-K/A and, if not, stating the respects in which it does not agree. Such letter is filed as an Exhibit to this Report on Form 8-K/A.

2.
Comment: To the extent that you make changes to the Form 8-K to comply with our comment, please obtain and file an updated Exhibit 16 letter from the former
accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

Response: As noted above, the Company has provided Deloitte & Touche LLP a copy of the disclosures contained in the revised Form 8-K/A and requested
that Deloitte & Touch LLP furnish the Company with a letter stating whether Deloitte agrees with the statements made by the Company in its Form 8-K/A and, if not, stating the respects in which it does not agree. Such letter is filed as
Exhibit 16.1 to the Form 8-K/A.

 The Company
acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

staff comments or changes to disclosure in response to staff comments in the filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the
filing; and

 Mr. Ryan Rohn

 November 21, 2005

 Page 4

•

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.

Sincerely,

CECO Environmental Corp.

 /s/ Dennis W. Blazer

 Dennis W. Blazer

 Vice President and Chief Financial
Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								November 15, 2005

By U.S. mail and facsimile to (513) 458-2644

Mr. Dennis W. Blazer
Vice President - Finance and Administration and
Chief Financial Officer
Ceco Environmental Corp
3120 Forrer Street
Cincinnati, OH  45209

	RE:  	Ceco Environmental Corp
		Form 8-K Item 4.01
		Filed November 15, 2005
		File # 000-07099

Dear Mr. Blazer:

      We have reviewed your filing and have the following
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide us with supplemental information so we may better
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 overall disclosure in your
filing.
We look forward to working with you in these respects.  We
welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call us at the telephone
number
listed at the end of this letter.

1. We note your disclosure that there were no reportable events,
as
defined in Item 304(a)(1)(v) of Regulation S-K, that occurred
during the most recent two fiscal years and through November 9,
2005.  However, you have amended your Form 10-K for year ended
December 31, 2003 and the subsequent Form 10-Q`s filed during
2004
to restate your financial statements for 2001 through 2003 and
for
the three quarters of 2004 due to a material weakness that
existed
in your internal controls over financial reporting and therefore
concluded that the Company`s disclosure controls and procedures
were not effective as of December 31, 2003.  Revise your Form 8-
K
to provide the information required by Item 304(a)(1)(v) of
Regulation S-K, regarding any reportable event (i.e. internal
control weakness) that the former accountant advised the company
of
during the two most recent fiscal years and subsequent interim
period through the date of termination.  In your revised filing,
describe in detail the nature of your internal control weakness.

2. To the extent that you make changes to the Form 8-K to comply
with our comment, please obtain and file an updated Exhibit 16
letter from the former accountants stating whether the
accountant
agrees with the statements made in your revised Form 8-K.

*  *  *  *  *

	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are
responsible
for the accuracy and adequacy of the disclosures they have made.

      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 in the filing reviewed by the staff 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 advised that the Division of
Enforcement has access to all information you provide to the
staff
of the Division of Corporation Finance in our review of your
filing
or in response to our comments on your filing.

      Please file your supplemental response via EDGAR in
response
to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business
days to respond, you should contact the staff immediately to
request additional time.  You may wish to provide us with marked
copies of each amended filing to expedite our review.  Direct
any
questions regarding the above to the undersigned at (202) 551-
3739.

								Sincerely,

								Ryan Rohn
								Staff Accountant
??

??

??

??

Mr. Dennis W. Blazer
Ceco Environmental Corp
November 15, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence Letter

 CECO ENVIRONMENTAL CORP.

 3120 Forrer Street

 Cincinnati, Ohio 45209

 April 19, 2005

 Mr. Rufus Decker

 Accounting Branch Chief

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
CECO Environmental Corp. Item 4.02 Form 8-K

 Filed:
February 8, 2005

 File No. 0-7099

 Dear Mr. Decker

 We have received your letter dated April 12, 2005.

 The following responses to the comments you provided are keyed to your letter dated April 12, 2005:

1.
Comment: You have disclosed that you intend to file restated financial statements. However, you have not indicated how or when you intend to do so. Please tell us how
and when you intend to file restated financial statements. We may have further comments after you file the restated financial statements.

 Response: CECO Environmental Corp. (the “Company”) filed restated financial statements in a Form 10-K/A for the fiscal year ended
2003, a Form 10-Q/A for the quarter ended March 31, 2004, a Form 10-Q/A for the quarter ended June 30, 2004, and a Form 10-Q/A for the quarter ended September 30, 2004. These amendments were filed on EDGAR on April 15, 2005, immediately preceding
the filing of the Company’s Form 10-K for the fiscal year ended December 31, 2004.

2.
Comment: Please tell us if your certifying officers have reconsidered the effect on the adequacy of your disclosure controls and procedures as of the end of the period
covered by your Form 10-K for the period ended December 31, 2003 and your Forms 10-Q for the periods ended March 31, 2004, June 30, 2004, and September 30, 2004 in light of the material error you have disclosed. Additionally, tell us what affect the
error had on your current evaluation of disclosure controls and procedures as of the year ended December 31, 2004.

 Mr. Rufus Decker

 April 19, 2005

  Page
 2

 Response: The Company’s certifying officers reconsidered the effect on the
adequacy of the Company’s disclosure controls for the time periods covered by the amended reports. The following was disclosed in Item 9A of the 10-K/A for the fiscal year ended December 31, 2003:

 Evaluation of Disclosure Controls and Procedures

 The Company’s management, with the participation of the
Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), as of December 31, 2003. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2003
for the reasons described below.

 On February,
8, 2005, the Company, in consultation with its Audit Committee, concluded that it must correct its previously issued financial statements to properly account for revenue recognized under the percentage of completion method of accounting. The
Company’s management determined that a spreadsheet error existed affecting the manner in which revenue was calculated and recognized on small projects. While revenue recognized under the percentage of completion calculation on individual large
projects was accurate, due to this spreadsheet error, the accumulation of revenue for small projects was incorrect. This error was material and occurred from 2000 to 2003 and the three quarters reported during 2004. This correction resulted in the
restatement of the Company’s consolidated financial statements for the fiscal years 2001 through 2003, which is reflected in this Annual Report on Form 10-K/A for the year ended December 31, 2003, and for the three quarters of 2004, which are
reflected in Quarterly Reports on Form 10-Q/A for the relevant periods.

 After evaluating the nature of the deficiency and the resulting restatement, the Company’s Chief Executive Officer and Chief Financial Officer concluded

 Mr. Rufus Decker

 April 19, 2005

  Page
 3

that a material weakness existed in the Company’s internal control over financial reporting at December 31, 2003.

 Changes in Internal Control over Financial Reporting

 During the fourth quarter of fiscal 2003, there were no
significant changes in the Company’s internal control over financial reporting that materially affected or were reasonably likely to materially affect internal control over financial reporting.

 Management detected the error noted above as a result of
additional monitoring processes and procedures that were implemented during the fourth quarter of 2004 to review revenue recognized under the percentage of completion method of accounting. The additional procedures were implemented by an individual
hired by the Company in its efforts to expand the internal control structure in connection with its planning and execution under the internal control standards of Section 404 of the Sarbanes-Oxley Act of 2002. This person was hired in August 2004 to
initiate the Company’s documentation and testing of its internal controls. This individual’s responsibilities included performing certain monitoring activities which detected the material misstatement.

 Management has evaluated this matter relative to its current
and prior internal control environment and disclosure controls and procedures. It has concluded that the material weakness that led to this error not being detected timely has been mitigated as of December 31, 2004 as a result of the additional
monitoring controls that were in place as of that date, which enabled the Company to detect this error.

 Similar disclosures were made in Item 4 of the 10-Q/As for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004. The
following was disclosed in the 10-Q/A for the period ended September 30, 2004:

 Evaluation of Disclosure Controls and Procedures

 The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of September 30,
2004.

 The Company’s disclosure controls
and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or

 Mr. Rufus Decker

 April 19, 2005

  Page
 4

submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
the Company’s disclosure controls and procedures were not effective as of September 30, 2004 for the reasons described below.

 On February, 8, 2005, the Company, in consultation with its Audit Committee, concluded that it must correct its previously issued
financial statements to properly account for revenue recognized under the percentage of completion method of accounting. The Company’s management determined that a spreadsheet error existed affecting the manner in which revenue was calculated
and recognized on small projects. While revenue recognized under the percentage of completion calculation on individual large projects was accurate, due to this spreadsheet error, the accumulation of revenue for small projects was incorrect. This
error was material and occurred from 2000 to 2003 and the three quarters reported during 2004. This correction resulted in the restatement of the Company’s consolidated financial statements for the fiscal years 2001 through 2003, which is
reflected in the Annual Report on Form 10-K/A for the year ended December 31, 2003, and for the three quarters of 2004, which are reflected in Quarterly Reports on Form 10-Q/A for the relevant periods.

 After evaluating the nature of the deficiency and the
resulting restatement, the Company’s Chief Executive Officer and Chief Financial Officer concluded that a material weakness existed in the Company’s internal control over financial reporting at September 30, 2004.

 Changes in Internal Control over Financial Reporting

 During the third quarter of fiscal 2004, there were no
significant changes in the Company’s internal control over financial reporting that materially affected or were reasonably likely to materially affect internal control over financial reporting.

 Management detected the error noted above as a result of
additional monitoring processes and procedures that were implemented during the fourth quarter of 2004 to review revenue recognized under the percentage of completion method of accounting. The additional procedures were implemented by an individual
hired by the Company in its efforts to expand the internal control structure in connection with its planning and execution under the internal control

 Mr. Rufus Decker

 April 19, 2005

  Page
 5

standards of Section 404 of the Sarbanes-Oxley Act of 2002. This person was hired in August 2004 to initiate the Company’s documentation and testing of
its internal controls. This individual’s responsibilities included performing certain monitoring activities which detected the material misstatement.

 Management has evaluated this matter relative to its current and prior internal control environment and disclosure controls and
procedures. It has concluded that the material weakness that led to this error not being detected timely has been mitigated as of December 31, 2004 as a result of the additional monitoring controls that were in place as of that date, which enabled
the Company to detect this error.

 As
discussed above, based on management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures and the additional monitoring controls that were in place as of December 31, 2004, which enabled the Company to
detect the error, the Chief Executive Officer and Chief Financial Officer concluded that the material weakness that led to the error not being detected timely has been mitigated as of December 31, 2004, and that our disclosure controls and
procedures were effective as of December 31, 2004.

 Comment: We remind you that when you file your restated Form 10-K you should appropriately address the following:

•

an explanatory paragraph in the reissued audit opinion,

•

full compliance with APB 20, paragraphs 36 and 37

•

fully update all affected portions of the document, including MD&A, selected financial data, and quarterly financial date,

•

updated Item 9A disclosures should include the following:

•

a discussion of the restatement and the facts and circumstances surrounding it,

•

how the restatement impacted the CEO and CFO’s original conclusions regarding the effectiveness of their disclosure controls and procedures,

•

changes to internal controls over financial reporting, and

•

anticipated changes to disclosure controls and procedures and/or internal controls over financial reporting to prevent future misstatements of a similar nature

 Refer to Items 307 and 308(c)
of Regulation S-K.

•

include all updated certifications

 Mr. Rufus Decker

 April 19, 2005

  Page
 6

 Response: The Company addressed the above in its Form 10-K/A for the fiscal year ended
2003, including the inclusion of all updated certifications.

 The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

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.

 Sincerely,

 CECO Environmental Corp.

/s/    PHILLIP
DEZWIREK

Phillip DeZwirek

Chief Executive Officer

/s/    DENNIS BLAZER

Dennis Blazer

Vice President and Chief Financial Officer

cc:
Meagan Caldwell, Staff Accountant, Securities and Exchange Commission

 Melvin F. Lazar, Chairman, Audit Committee of the Board of Directors

 Deloitte & Touche LLP

Sugar, Friedberg & Felsenthal LLP

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      April 12, 2005

via U.S. mail and facsimile

Mr. Phillip DeZwirek, Chief Executive Officer
CECO Environmental Corp.
3120 Forrer Street
Cincinnati, OH  45209

	Re:	Item 4.02 Form 8-K
	Filed:	February 8, 2005
	File No. 0-7099

Dear Mr. DeZwirek:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comments.
1. You have disclosed that you intend to file restated financial
statements.  However, you have not indicated how or when you
intend
to do so.  Please tell us how and when you intend to file restated
financial statements.  We may have further comments after you file
the restated financial statements.
2. Please tell us if your certifying officers have reconsidered
the
effect on the adequacy of your disclosure controls and procedures
as
of the end of the period covered by your Form 10-K for the period
ended December 31, 2003 and your Forms 10-Q for the periods ended
March 31, 2004, June 30, 2004, and September 30, 2004 in light of
the
material error you have disclosed.  Additionally, tell us what
affect
the error had on your current evaluation of disclosure controls
and
procedures as of the year ended December 31, 2004.

We remind you that when you file your restated Form 10-K you
should
appropriately address the following:
* an explanatory paragraph in the reissued audit opinion,
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 9A. disclosures should include the following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of their disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
* include all updated certifications.

*    *    *    *

      Please respond to these comments within 5 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	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 their filings;
* 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 advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 824-
5578
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief
??

??

??

??

Mr. Phillip DeZwirek
April 12, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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</DOCUMENT>