June 27, 2006

Via U.S. Mail and Facsimile (713-683-6768)

John U. Clarke
President and Chairman of the Board
NATCO Group Inc.
2950 N. Loop West, 7th Floor
Houston, Texas 77092

	Re:	NATCO Group, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2005
		Filed March 15, 2006
		File No. 1-15603

Dear Mr. Clarke:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2005 to disclosure relating to your
contacts
with a country that has been identified as state sponsors of
terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues.  At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. 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
filings.
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.

General
1. You disclose on page 16 of your Form 10-K that your U.K.-based
operations and your Japanese and Canadian subsidiaries have sold
and
will continue to sell equipment and services to customers in
certain
countries that are subject to U.S. government trade sanctions,
including Syria.  Your Form 10-K does not include any further
information regarding your contacts with Syria, a country
identified
as a state sponsor of terrorism by the State Department, and
subject
to economic sanctions and/or export controls administered by the
Treasury Department`s Office of Foreign Assets Control and the
Commerce Department`s Bureau of Industry and Security.
Please describe for us your past, current, and any anticipated
operations in, and other contacts with, Syria, whether through
subsidiaries, affiliates, or other direct or indirect
arrangements.
Describe the technologies, products, equipment, and services you
have
sold or otherwise provided into Syria.  Describe the extent to
which
your dealings have been with the government of Syria, or entities
affiliated with or controlled by that government.
2. Please discuss the materiality of the operations or other
contacts
described in response to the foregoing comment, and whether those
operations or contacts constitute a material investment risk for
your
security holders.  You should address materiality in quantitative
terms, including the dollar amounts of any associated revenues,
assets, and liabilities.  Please also address materiality in terms
of
qualitative factors that a reasonable investor would deem
important
in making an investment decision, including the potential impact
of
corporate activities upon a company`s reputation and share value.
In
this regard, we note, for example, that Arizona and Louisiana have
adopted legislation requiring their state retirement systems to
prepare reports regarding state pension fund assets invested in,
and/or permitting divestment of state pension fund assets from,
companies that conduct business with countries identified as state
sponsors of terrorism.  We note also that the Pennsylvania
legislature has adopted a resolution directing its Legislative
Budget
and Finance Committee to report annually to the General Assembly
regarding state funds invested in companies that have ties to
terrorist-sponsoring countries.  Your materiality analysis should
address the potential impact of the investor sentiment evidenced
by
these actions directed toward companies having business contacts
with
Syria.
3. It appears from the disclosure in the first paragraph on page16
of
the Form10-K that Syria is the only country currently identified
by
the State Department as a state sponsor of terrorism into which
your
foreign operations and subsidiaries sell equipment and services.
Please advise us whether this is in fact the case.  It is not
clear
from the paragraph whether you expect to make future sales of
equipment and services to customers in Cuba, Iran, North Korea and
Sudan, the other countries currently identified by the State
Department as state sponsors of terrorism.  Please advise us
whether
you expect to make sales into any of these countries.  Please
provide
the same type of information regarding your past, current or
anticipated contacts with any of these countries as is requested
in
paragraphs 1 and 2 above regarding your contacts with Syria.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, 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 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 filings; and

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

      In addition, please be advised 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 filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	Pamela Long
		Assistant Director
		Division of Corporation Finance

		Nilima Shah
		Accounting Branch Chief
		Division of Corporation Finance

John U. Clarke
NATCO Group Inc.
June 27, 2006
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