Mail Stop 6010


August 9, 2005




E. J. Elliott, Chairman and Chief Executive Officer
Gencor Industries Inc.
5201 North Orange Blossom Trail
Orlando, Florida 32810

Via U S Mail and FAX [(407) 299-8241]


Re:	Gencor Industries Inc.
	Form 10-K for the fiscal year ended September 30, 2004
	Form 10-Q for the fiscal quarters ended December 31, 2004 and
March 31, 2005
	File No. 1-11703


Dear Mr. Elliott:

      We have reviewed the information filed on June 22, 2005 and
have the following additional comments.  Where indicated, we think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
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.


Mr. E. J. Elliott
Gencor Industries Inc.
August 9, 2005
Page 2



Form 10-K for fy 9/30/04

Management`s Discussion and Analysis, page 9

Results of Operations

1. We refer to the response to comment 1.  You disclose that
domestic
sales increased by approximately $9 million or in excess of 21%.
Expand to disclose the factors responsible for the material
increase
in domestic sales. We see your response; however, the existing
disclosure is silent with respect to this increase.

2. We refer to the response to comment 2.  In a written response,
fully describe the nature, timing and extent of the consolidation
of
the UK operations. Provide an explanation of the nature and extent
of
those operations before and after the consolidation.  Identify and
quantify any accounting charges recognized in connection with that
action. Show us in detail how you applied the requirements of SFAS
144 in accounting for the consolidation action and show us that
the
application is appropriate in your specific fact pattern. Show us
that your financial statements include all of the relevant
disclosures required by the literature you applied. We may have
further comment about disclosure upon review of the written
response.


Liquidity and Capital Resources, page 10

3. We see your response to comment 3; however, we see that your
operating cash flows vary inconsistently with net earnings and
that
you cumulatively reported operating cash flows of less than $500
during the past three years while you reported profits totaling
nearly $12 million.  Please expand to provide an analysis of cash
flows fully reflective of the guidance from FR-72.  We see your
assertion that the detail about your cash flows is "laid out in
detail on the cash flow statement."  However, while that statement
identifies "what" happened, the statement itself does not provide
analysis of cash flows, nor does it provide explanation of the
operational factors leading to changes in the components of or
movement in cash flows from period to period.

4. We refer to the response to comment 4. Please revise as
necessary
to appropriately present the contractual obligations table.



Mr. E. J. Elliott
Gencor Industries Inc.
August 9, 2005
Page 3


5. We refer to the responses to comments 6 and 9.  The carrying
amount of U.K. assets held for sale exceeds 10% of your assets as
of
September 30, 2004.  Those assets appear to have been held for
sale
for more than one year.  Expand MD&A to make detailed disclosure
about the nature and composition of these assets.  Also make
detailed
disclosure about the plan for and status of the disposition and
disclose how you determined the fair value of the assets.  The
disclosure should also clarify why you believe the carrying amount
is
recoverable.

6. We refer to the responses to comments 10, 11 and 27.  From your
disclosures we see that assets attributed to the discontinued
operations exceed $8 million (approximately 19% of total assets at
December 31, 2004) and liabilities of those operations exceed $8.5
million (approximately 31% of total liabilities at December 31,
2004). We also see that stock holders` equity includes a $4.4
million
debit for currency translation and that the operations have been
held
for disposal for several years.  Expand to make clear and detail
disclosure about the expected manner and timing of the disposition
of
the Brazilian business, including specific disclosure about
reasons
for the extended period.  Disclose why you have not been able to
resolve claims associated with this operation and disclose detail
about the nature and extent of those claims.  Also make disclosure
about nature and extent of the difficulties in "repatriating funds
from Brazil."  APB 30 appears to have been in effect at the time
you
initiated the disposition.  Under paragraph 14 to that statement,
the
original plan for disposition should have included the expected
method of disposal and period of completion. Please expand to make
detailed disclosure about that plan, including specific disclosure
about how and why those plans changed overtime.    Also make clear
disclosure about why the amounts of assets and liabilities have
not
changed from the amounts as of September 30, 2003.   While we see
your assertion about the net carrying amount of the assets and
liabilities, absent a legal right of offset, an evaluation of
materiality based on the net amount does not appear appropriate in
GAAP.

7. As a related matter, expand MD&A to provide a description of
the
components of the assets and liabilities of the discontinued
segment.
That is, describe the components of the assets and liabilities as
presented in the table on page 23.  Also state how you determined
the
fair value of the assets as of December 31, 2004 and clarify why
you
believe the valuations are appropriate.  Also make disclosure
about
the expected manner and timing of liquidation of the liabilities.
To
the extent liabilities are estimated or contingent, make
disclosure
about the nature and extent of uncertainties.



Mr. E. J. Elliott
Gencor Industries Inc.
August 9, 2005
Page 4


Financial Statements

Report of Independent Registered Public Accounting Firm - Page 14

8. We refer to the response to comment 7.  The audit report refers
to
the work of other auditors.  Accordingly, you should provide an
audit
report for that component of your business as required by and in
conformity with the requirements of Regulation S-X.
Alternatively,
your auditors may take responsibility for the entire audit in a
revised report.


Consolidated Balance Sheet, page 15

9. We refer to your response to comment 8.  Expand the notes to
financial statements to clarify the amounts of the translation
adjustment associated with the Brazilian operations and UK
properties
held for disposal. Make clarifying disclosure about the accounting
for those amounts in line with the response.


Note 1, Nature of Operations and Significant Accounting Policies -
Page 20

- --Investment in Unconsolidated Investees - Page 21

10. We refer to comment 16.  As set forth in Rule 4-08(g) to
Regulation S-X, certain summarized disclosures are required for
equity method investees when the quantitative thresholds
determined
according to guidance from S-X Rule 1-02(w) are met.  That rule
does
not require that you control an investee and only makes reference
to
Rule 1-02(w) for purposes of defining the computations.  That is,
the
S-X Rule 3-09 disclosures apply to entities meeting the definition
of
an equity method investee.  You have investment in a general
partner
and limited liability companies.  As provided in guidance set
forth
in EITF 03-16, D-46 and SOP 78-9 those investments appear to be
equity method investees.  While we realize that you account for
income from these investees on a cash basis; the entities appear
to
be, by definition, equity method investees.  Accordingly, either
provide the disclosures required by Rule 4-08(g) or further
explain
in a written response why those disclosures are not required under
our rules.  We may have further comment upon review of that
response.




Mr. E. J. Elliott
Gencor Industries Inc.
August 9, 2005
Page 5


11. We refer to comment 17.  As a related matter, the financial
statement requirements of S-X Rule 3-09 apply to equity method
investees meeting the quantitative thresholds set forth in that
rule.
That rule does not require that you control the investee and only
makes reference to Rule 1-02(w) for purposes of defining the
significance computations.  As noted above, your investees appear
to
be equity method entities as defined in GAAP. Accordingly,
compliance
with S-X Rule 3-09 requires financial statements when the
quantitative criteria are met. Under the definitions from Rule 3-
09,
it appears that financial statement are required, including
audited
financial statements for 2002 and 2003.  Either provide those
financial statements or further explain in a written response why
they are not required under our rules. We may have further comment
upon review of that response.

12. You state that you have a 45% interest in CLLC, a 25% interest
in
the general partner and a 1/3 voting interest in GP Management
Committee.  In light of these ownership interests explain to us in
writing why you believe you do not have significant influence over
these entities as that notion is applied in U.S. GAAP.  Be
detailed
and specific in supporting your position.  The response should
fully
describe your consideration of the literature. Refer to APB 18,
EITF
03-16, D-46 and SOP 78-9 for guidance.  We may have further
comment
upon review of that response.

13. Tell us whether you are entitled to tax credit pass through
income on a perpetual basis.  That is, confirm to us that there is
no
term or time limit on your rights to that income.  Otherwise,
please
make appropriate disclosure.

14. We refer to comment 13.  We see your response; however, the
structure, purpose and operations of the investment entities
continues to be unclear.  Please disclose an organization chart
showing structure and interrelationship between the various
entities.
Also make clear disclosure about the purpose and operations of
each
entity.  Clarify the nature of the "administrative member" of the
GP
and define that party`s rights and responsibilities for
administration of the partnerships.  Also describe the nature,
purpose and authority of the GP Management Committee in which you
have a 1/3 voting interest.

15. Your response to comment 13 indicates that there are many
uncertainties over which you have no control with respect to tax
credit pass-through earnings from the partnerships.  Please expand
your filing to make comprehensive disclosure about these "many
uncertainties."  While we see disclosure about the IRS matter in
2004
and brief reference to uncertainties on page 2; we do not see
detailed and comprehensive disclosure about uncertainties.

Mr. E. J. Elliott
Gencor Industries Inc.
August 9, 2005
Page 6


16. We see that there are various agreements and amendments
describing the formation and operations of the investees.   Please
file those agreements as exhibits to the Form 10-K.  If you
believe
that action is not required please explain in writing. We may have
further comment upon review of that response.

Reporting Segments, page 22

17. We refer to comment 24.  Expand to provide a clear numerical
reconciliation between the carrying amount of fixed assets
presented
on your balance sheet and the amounts presented in this table.
Alternatively, revise the balance sheet to separately disclose
assets
and liabilities of the discontinued business in Brazil.

Note 2, Discontinued Operations, page 22

18. We refer to the response to comment 10 and 34.  Please clearly
disclose the amount of the impairment reserve associated with the
discontinued operations.  Also make detailed and specific
disclosure
about how you estimated that reserve, how you update that estimate
overtime and why you believe the recorded amount is appropriate at
December 31, 2004.

19. We refer to the response to comment 33.  Show us, in detail,
how
you estimated the impairment reserve as of December 31, 2004.
Tell
us how you determined the fair values of the assets held for
disposal
and show us the amounts of the reserve allocated thereto.  Please
be
specific to each category of asset. To the extent the reserve has
been provided for contingent liabilities or other matters, the
written response should identify the amount and explain the
purpose.

20. As a related matter your response to comment 33 indicates that
the impairment reserve was provided under SFAS 5.  At the time you
initially reported the discontinued business it appears that APB
30
was the guiding literature for reporting and accounting of
discontinued operations; and, that SFAS 121 was the relevant
guidance
for asset impairments.  Asset impairment charges provided under
SFAS
121 are not liabilities and reserves should be normally applied
against the relevant assets.  Either revise or further explain, in
writing, why your presentation complies with GAAP.  We may have
further comment upon review of that response.

21. We refer to the response to comment 32.  Please make
disclosure
about the deposits in Brazil.  Also make disclosure about the
apparent contingency with respect to release and repatriation of
those deposits.

Mr. E. J. Elliott
Gencor Industries Inc.
August 9, 2005
Page 7


Form 10-Q as of March 31, 2005

Balance Sheet, page 3

22. We see the significance of the investments recorded as of
March
31, 2005.  In a written response, describe the nature of these
investments and identify the accounting method applied for SFAS
115
purposes.  You reported the cash outflow as an operating activity;
accordingly, we presume you identified the investments as
"trading"
as defined in SFAS 115.  Revise to make disclosure about the
nature
of these investments and the accounting policy being applied.


Other

23. Please re-file the representations at the end of your letter
dated June 21, 2005 without the qualifying language in the last
sentence.  That is, please delete the words after the word
"foregoing."



	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested  information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.  Please file your response letter on EDGAR under the
label
"CORRESP".

      You may contact Jeanne Bennett at (202) 551-3606 or me at
(202)
551-3605, if you have questions regarding our comments.  In our
absence you may contact Brian R. Cascio, Accounting Branch Chief,
at
(202) 551-3676.


      Sincerely,


      Gary R. Todd
								Reviewing Accountant
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