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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
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Phillip DeZwirek
CECO Environmental Corp.
Page 1 of 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE