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<SEC-DOCUMENT>0000950116-98-000447.txt : 19980223
<SEC-HEADER>0000950116-98-000447.hdr.sgml : 19980223
ACCESSION NUMBER:		0000950116-98-000447
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19980218
ITEM INFORMATION:		
FILED AS OF DATE:		19980220
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CECO ENVIRONMENTAL CORP
		CENTRAL INDEX KEY:			0000003197
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564]
		IRS NUMBER:				132566064
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-07099
		FILM NUMBER:		98546290

	BUSINESS ADDRESS:	
		STREET 1:		505 UNIVERSITY AVE
		STREET 2:		STE 1400
		CITY:			TORONTO ONTARIO MSG
		STATE:			A6
		BUSINESS PHONE:		4165936543

	MAIL ADDRESS:	
		STREET 1:		111 ELIZABETH STREET SUITE 600
		CITY:			TORONTO ONTARIO
		STATE:			A6

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	API ENTERPRISES INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALARM PRODUCTS INTERNATIONAL INC
		DATE OF NAME CHANGE:	19851210
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K
<TEXT>



<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                   FORM 8-K

                                CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report:  February 18, 1998


                           CECO ENVIRONMENTAL CORP.
             ----------------------------------------------------
              (Exact name of registrant as specified in charter)


          New York                        0-7099                  13-2566064
- ----------------------------           -----------           -------------------
(State or other jurisdiction           (Commission             (IRS Employer
    of incorporation)                    File No.)           Identification No.)


505 University Avenue, Suite 1400
         TORONTO, ONTARIO                                          M5G 1X3
- -----------------------------------------                      ---------------
(Address of principal executive offices)                         (Zip Code)

(Registrant's telephone number, including area code:  (416) 593-6543

ITEM 9.           SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

     On February 18, 1998, CECO Environmental Corp. (the "Registrant") agreed
to issue 281,768 shares of common stock in exchange for 281,768 shares of
common stock of CECO Filters, Inc. ("Filters") to a single off-shore investor.
The Registrant owns more than eighty percent (80%) of the issued and
outstanding capital stock of Filters. The transaction was effected directly by
the Registration with the off-shore investor. The Registrant has claimed an
exemption from registration under Regulation S promulgated under the
Securities Act of 1933 in connection with the issuance of the 281,768 shares
of common stock. The Registrant meets the qualifications required for an
exemption under Rule 903 of Regulation S promulgated under the Securities Act
of 1933. The issuance of the shares of common stock was made in conformance
with the requirements of Regulation S as follows: a Stock Exchange Agreement
was signed by the off-shore investor which agreement (i) includes a number of
representations and warranties by the investor as to its status as a non-U.S.
person, (ii) contains a restrictive legend stating that the shares of common
stock cannot be resold except in accordance with Regulation S, and (iii)
contains representations, warranties and covenants from the investor with
respect to the investor's current and future compliance with the requirements
of Regulation S.

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                 CECO ENVIRONMENTAL CORP.



Dated:  February 18, 1998                        /s/  Phillip DeZwirek
                                                 ------------------------------
                                                 Phillip DeZwirek
                                                 Chief Executive Officer and
                                                 Chief Financial Officer


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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