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Mail Stop 6010



March 28, 2006




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, 2005
	File No. 1-11703


Dear Mr. Elliott:

      We have reviewed your filings and have the following
comment.
We have limited our review to only your financial statements and
related disclosures, and do not intend to expand our review to
other
portions of your document .  Where indicated, we ask you to
provide
us with information so we may better understand your disclosure
and,
if necessary, to revise your document.  Please be as detailed as
necessary in your explanations.  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 comment 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.
March 28, 2005
Page 2


Form 10-K for the fiscal year ended September 31, 2005

Balance Sheets, page 17

1. During our conference call of February 9, 2006 we asked about
the
long-term deferred tax liability attributed to the cash receipts
from
the Carbontronics entities as presented on your balance sheet as
of
September 30, 2005.  You informed us that (1) Gencor`s tax year
end
is December 31 and (2) the receipts from the Carbontronics
entities
are taxable income in the tax year received.  Your filings
disclose
that you have no financial reporting basis in the Carbontronics
entities.  Under paragraph 41 to SFAS 109 a deferred tax liability
or
asset that is not related to an asset or liability for financial
reporting is classified according to the expected reversal date of
the temporary difference.  Based on the information you provided
during the call and the disclosure that there is no carrying
amount
for the Carbontronics entities on your balance sheet, it is not
clear
why the related deferred tax liability should not be classified as
current.  In a detailed written response support the
classification
in GAAP.  Revise your filings if necessary to comply with SFAS
109.





       As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Amend your filing if necessary.   Please furnish a letter with
your
response to our comment and provide any requested information.
Detailed letters greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your response
to
our comment.


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.





Mr. E. J. Elliott
Gencor Industries Inc.
March 28, 2005
Page 3


      You may contact Jeanne Bennett at (202) 551-3606 or me at
(202)
551-3605, if you have questions regarding our comment.  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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