Mail Stop 6010


October 14, 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 quarters December 31, 2004, and March 31,
and
June 30, 2005
	File No. 1-11703


Dear Mr. Elliott:

      We have reviewed the information filed on September 19, 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.
October 14, 2005
Page 2


Form 10-K as of September 30, 2004

1. We refer to your response to comment 2 from our letter dated
August 9, 2005.  We see that the UK property has been held for
sale
for more than one year.  Held for sale accounting is appropriate
only
when each of the six criteria from paragraph 30 to SFAS 144 have
been
met.  Your response does not demonstrate that you have met the
criteria for held for sale accounting.  In a written response,
explain how you have met each of the six criteria from paragraph
30.
If you believe you meet the exceptions described in paragraph 31
to
SFAS 144, provide us a detailed explanation in support of your
conclusion.

2. We refer to your response to comment 5 from our letter dated
August 9, 2004.  In a written response, provide us a sample of
your
proposed disclosure.

3. We re-issue comment 7 from our letter dated August 9, 2005.
Either amend the 2004 Form 10-K to provide an audit report on the
component audited by other auditors or to have your current
auditors
take responsibility for the entire audit.

4. We refer to your response to comments 10 and 11 from our letter
dated August 9, 2005.  For computational purposes only, S-X Rules
4-
08(g) and 3-09 make reference to the mathematical formulas
explained
in S-X Rule 1-02(w).  As set forth in Rule 4-08(g)(1)(ii) the
disclosure requirements of S-X Rule 4-08(g) apply to equity method
investees.  Similarly, S-X Rule 3-09(a) applies to equity method
investees as stated in the second sentence to the requirement.
For
purposes of both disclosures the term "equity method investee" is
as
commonly defined in GAAP. It is not necessary that you control an
equity method investee, nor is it necessary that an investee meet
the
definition of a subsidiary over which you exercise control.
Accordingly, we do not agree with your interpretation of the
applicability of S-X Rule 4-08(g) or S-X Rule 3-09.

Non-controlling investments in partnerships and limited liability
companies are normally equity method investments as defined in
GAAP.
In a written response, explain how you have considered and applied
in
the guidance from EITF 03-16, EITF D-46 and SOP 78-9 in
determining
whether or not the investees are by definition equity method
investees.  Your written response should be detailed and specific
to
the requirements of the literature.


Mr. E. J. Elliott
Gencor Industries Inc.
October 14, 2005
Page 3

5. Your response to comment 12 from our letter dated August 9,
2005
indicates that the investees do not have significant assets,
liabilities or equity.  In a written response and separately for
each
investee entity, provide us the financial information on which you
based that assertion.  Also fully describe the financial
information
that is available for the investees entities and the periods for
which that information is available.  Tell us what financial
information is required to be provided to you as an investee under
the LLC and partnership agreements.

6. We reissue comment 14 from our letter dated August 9, 2005. The
structure, purpose and operations of the investment entities
should
be clarified. In future filings, please disclose an organization
chart showing the structure and interrelationship between the
various
entities. Also make full and clear disclosure about the purpose,
size
and scope of 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.

7. We refer to your response to comment 16 from our letter dated
August 9, 2005. We re-issue that comment.  You must file exhibits
required by Regulation S-K Item 601.  If appropriate, confidential
portions of agreements may be omitted as permitted by Rule 24b-2
and
as explained in Staff Legal Bulletin No.1 (February 28, 1997)
available on our web site at www.sec.gov.

8. As a related matter, we see the size and extent of the
agreements
referred to in prior comment 16 from our letter dated August 9,
2005.
It appears that you should expand Item 1 and/or MD&A to provide a
more complete description of the terms and conditions of those
arrangements.  Either provide expanded disclosure in future
filings
or provide us thorough written analysis of the agreements
demonstrating that you have made full disclosure about all
significant terms and conditions of the arrangements.


Form 10-Q as of June 30, 2005

9. We refer to your response to comment 22 from our letter dated
August 9, 2005.  We see the significant investment in securities
identified as trading.  Under SFAS 115 trading securities are
acquired principally for the purpose of selling them in the near
term
and trading activity normally reflects frequent buying, selling
and
trading.  In light of the
significance of these assets to your balance sheet and your
apparent
trading strategy, tell us why your Form 10-Q as of June 30, 2005
does
not include disclosure about market risk associated with this
activity.  Refer to Item 305(c) to Regulation S-K.


Mr. E. J. Elliott
Gencor Industries Inc.
October 14, 2005
Page 4


10. As a related matter, in future filings, MD&A should include a
detailed description of the nature and terms of the marketable
securities.

11. Tell us about any lawsuits filed against you during 2005.
With
respect to any such matters, tell us why the Forms 10-Q do not
present specific disclosure about that litigation.  Your response
should provide a written analysis of your consideration of the
disclosure requirements SFAS 5, SOP 94-6 and SAB Topic 5-Y.  That
is,
explain to us why disclosure was not required by GAAP.


Other

12. We refer to your response to comment 23 from our letter dated
August 9, 2005.  We reissue that comment. We do not accept
language
changing or qualifying the required statements.




	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

??

??

??

??