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                            FINN DIXON & HERLING LLP
                                ATTORNEYS AT LAW

                               ONE LANDMARK SQUARE
                        STAMFORD, CONNECTICUT 06901-2689
                            TELEPHONE (203) 325-5000
                            FACSIMILE (203) 348-5777

August 4, 2006

VIA EDGAR
---------

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE Mail Stop 7010
Washington, DC 20549-7010

Attention:  Mr. Andrew Schoeffler, Esq.


         Re:      Fuel-Tech N.V.
                  Registration Statement on Form S-4
                  Filed June 5, 2006
                  File No. 333-134742

Ladies and Gentlemen:

         On behalf of Fuel-Tech, N.V. ("Fuel-Tech, N.V."), we enclose five
courtesy copies of Amendment No. 1 ("Amendment No. 1") to the Registration
Statement (File No. 333-134742) on Form S-4 (the "Registration Statement") that
was originally filed on June 5, 2006, each of which has been marked to show
changes from the original filing. This letter sets forth the responses of
Fuel-Tech N.V. to the comments of the staff (the "Staff") of the Securities and
Exchange Commission (the "Commission") in its comment letter dated June 22, 2006
(the "Comment Letter"). Please note that, to the extent these responses are
predicted on factual information, that information has, unless otherwise
indicated, been provided by Fuel-Tech N.V. For your convenience, we have
repeated each comment of the Staff exactly as given in the Comment Letter and
set forth below such comment is the response of Fuel-Tech N.V. Capitalized terms
used in this letter and not defined have the meanings given to them in the
Registration Statement.

Cover Page
----------

1.    Please state the title and amount of securities being registered for
      conversion pursuant to Item 501(b)(2) of Regulation S-K.

      RESPONSE: We have revised the cover page of the prospectus accordingly.

Summary, page 1
---------------

Federal Income Tax Consequences of the Reorganization, page 2
-------------------------------------------------------------

2.    Please disclose that this information represents the opinion of counsel
      and identify counsel.

      RESPONSE: We have revised the Registration Statement accordingly. See page
      2 of the prospectus.


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United States Securities and Exchange Commission
August 4, 2006
Page 2


Risk Factors, page 6
--------------------

3.    Please delete the second sentence of the introductory paragraph. In this
      regard, we note that you must disclose all risks you believe are material
      at this time and may not qualify your disclosure by referring to unknown
      risks or risks that may become material. Refer to Staff Legal Bulletin No.
      7A, sample comment #30.

      RESPONSE: We have revised the Registration Statement accordingly. See
      page 6 of the prospectus.

The Reorganization, page 8
--------------------------

4.    We note the disclosure under the heading "Differences in Governing
      Corporate Law," which begins on page 9. Other than with respect to their
      governing laws, please disclose whether there are any material differences
      between the terms of the Fuel-Tech N.V. shares and the Fuel Tech, Inc.
      shares.

      RESPONSE: We have revised the Registration Statement accordingly. See page
      10 of the prospectus.

Background And Reasons For The Reorganization, page 8
-----------------------------------------------------

5.    Please describe in greater detail the background of your reorganization.
      In this regard, describe who initiated your reorganization, the meetings
      of your board to discuss and ultimately approve your reorganization, and
      any alternatives to your reorganization considered by your board.

      RESPONSE: We have revised the Registration Statement accordingly. See page
      8 of the prospectus.

6.    Please describe in greater detail the reasons why your board believes that
      your reorganization is in the best interests of your company and your
      stockholders, especially in light of the disadvantages discussed under the
      heading "Possible Disadvantages" on page 15.

      RESPONSE: We have revised the Registration Statement accordingly; the
      discussion of the disadvantages has also been moved from page 15 to page
      10 where they are now discussed together with the advantages. See page 9.

Differences in Governing Corporate Law, page 9
----------------------------------------------

7.    Please revise the first sentence of the second paragraph of this section
      to clarify that this section summarizes the material differences in the
      laws.

      RESPONSE: We have revised the Registration Statement accordingly.
      See page 10.

8.    Please delete the statement in the first sentence of the second paragraph
      that the summary "does not purport to be complete or to address every
      applicable aspect of such laws." A summary by its nature neither is
      complete nor addresses every aspect of the matter. This statement suggests
      that you have not summarized the material differences in the laws.

      RESPONSE: We have revised the Registration Statement accordingly.
      See page 10.


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United States Securities and Exchange Commission
August 4, 2006
Page 3

9.    Please delete the second sentence of the second paragraph, as you are
      required to summarize the material differences in the laws and
      stockholders are entitled to rely solely on your disclosure.

      RESPONSE: We have revised the Registration Statement accordingly.
      See page 10.

Federal Income Tax Consequences Of The Reorganization, page 16
--------------------------------------------------------------

10.   It appears that counsel has provided a long-form opinion. As such, this
      section should summarize counsel's opinion. Please revise. In addition,
      please disclose which statements represent counsel's opinion and identify
      counsel. In addition, please delete the phrase "we believe" when
      discussing tax consequences since you are setting forth counsel's opinion.

      RESPONSE: We have revised this section to identify which statements
      represent Deloitte Tax LLP's conclusions. See page 17.

11.   It appears that counsel is giving "should" opinions. In this regard, we
      note the opinions set forth in Exhibit 8.1 to your registration statement.
      Please disclose why counsel cannot give a "will" opinion, describe the
      degree of uncertainty in counsel's opinions, and provide risk factor
      and/or other appropriate disclosure setting forth the risks to your
      company and stockholders. Please also comply with this comment with
      respect to the statements in this section regarding the tax consequences
      to your stockholders.

      RESPONSE: We have revised this section to identify why Deloitte Tax LLP is
      giving a "should" opinion rather than a "will" opinion, and to clarify the
      nature of the uncertainty with respect to stockholders. The company
      believes the uncertainty on which the "should" opinion rests is remote and
      thus does not believe it is a material risk to stockholders requiring
      additional risk factor disclosure.

12.   We note the statement in the last paragraph of this section that the
      discussion in this section is "for general information only." Please
      delete this statement, as it suggests that stockholders may not rely on
      your disclosure.

      RESPONSE: We have revised this section accordingly.

Item 21. Exhibits And Financial Statement Schedules, page II-1
--------------------------------------------------------------

13.   Please file as promptly as practicable each of the exhibits required by
      Item 601 of Regulation S-K, in particular Exhibit 5.1. These exhibits and
      any related disclosure are subject to review and you should allow a
      reasonable period of time for our review prior to requesting acceleration.

      RESPONSE: Exhibit 5.1 is filed herewith.

Undertakings, page II-1
-----------------------

14.   Please provide the undertakings required by item 512(a) of Regulation S-K.

      RESPONSE: We respectfully submit that the undertakings required by item
      512(a) of Regulation S-K are not applicable to our offering, which is not
      being made on a delayed or continuous basis.


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United States Securities and Exchange Commission
August 4, 2006
Page 4

Exhibit 8.1
-----------

15.   We note from pages 2 and 34 that counsel is not opining on the tax
      consequences to shareholders. However, Item 601(b)(8) of Regulation S-K
      requires a tax opinion supporting the tax consequences to shareholders
      that are described in the registration statement when the consequences are
      material. Please advise.

      RESPONSE: We have expanded the engagement of Deloitte Tax LLP to include
      an opinion supporting the tax consequences described in the registration
      statement. A revised Exhibit 8.1 is filed herewith.

16.   We note the statement in the first full paragraph on page 3 that the
      opinion "has been prepared solely for the benefit of FTNV and its
      affiliates, and it may not be relied upon by any other person for any
      purpose without the written consent of Deloitte Tax LLP." Please be
      advised that your stockholders are entitled to rely on the opinion. Please
      have counsel revise its opinion accordingly.

      RESPONSE: The opinion has been revised accordingly.

17.   Please be advised that counsel must consent to the reproduction of its
      opinion as an exhibit to your registration statement, to being named in
      your prospectus, and to the summary of its opinion in your prospectus.
      Please have counsel revise its opinion accordingly.

      RESPONSE: Deloitte Tax LLP has filed its consent as Exhibit 23.2

         If you have any questions with respect to the foregoing, please call
the undersigned at (203) 325-5043 or Laura Elliott at 203-325-5033.

                                        Very truly yours,

                                        /s/ Ernest M. Lorimer

                                        Ernest M. Lorimer

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