Mail Stop 7010

            November 22, 2005

Mr. John U. Clarke
Chief Executive Officer and Chairman of the Board of Directors
NATCO Group Inc.
2950 N. Loop West, 7th Floor
Houston, Texas 77092

	RE:	Form 10-K/A for the Fiscal Year Ended December 31, 2004
Forms 10-Q for the Quarters Ended March 31, June 30 and September
30,
2005
		File No. 1-15603

Dear Mr. Clarke:

		We have reviewed your response and have the following
additional comments.  If you disagree with a comment, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may 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 numbers
listed
at the end of this letter.


Form 10-K/A for the Year Ended December 31, 2004

Financial Statements, page 46

Consolidated Statements of Operations, page 47

1. We have reviewed your response to comment two.  We note that
you
recognize your parts and installation services on an as delivered,
as
performed basis.  However, with regard to your disclosure
obligations
under Rule 5-03.1 of Regulation S-X, we believe that you are
required
to separately disclose your revenues related to parts and
installation service.  In this regard we note, as indicated in
your
response to prior comment six, that you sell parts on a stand-
alone
basis.  Notwithstanding the fact that you have not historically
separately tracked parts and service revenues, it appears that you
have the ability to do so.  Therefore, we believe that you should
separately present parts and service revenues in future filings.

2. It is unclear to us why allocation of the direct costs of parts
sold and the labor expended in their installation requires a
significant degree of subjective cost assumptions.  Separating the
amount relieved from inventory from the cost of labor expensed on
installation does not appear to us to require subjective
allocation.
Please provide us with additional information to help us
understand
why allocations are necessary.

Consolidated Statements of Cash Flows, page 49

3. We are considering your response to comment three.

*    *    *    *

		Please respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.


    	If you have any questions regarding these comments, please
direct them to Scott Watkinson, Staff Accountant, at (202) 551-
3741
or, in his absence, Jeanne Baker, Assistant Chief Accountant, at
(202) 551-3691.

								Sincerely,



								Rufus Decker
								Accounting Branch Chief

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Mr. John U. Clarke
NATCO Group Inc.
November 22, 2005
Page 1




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

         DIVISION OF
CORPORATION FINANCE