8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 12, 2010

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-33059
(Commission
File Number) 20-5657551
(IRS Employer
Identification No.)

Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
630-845-4500

(Address and telephone number of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This current report on Form 8-K/A amends the Registrant’s current report on Form 8-K filed on July 15, 2010 (the “Initial Form 8-K”). This report corrects the Initial 8-K, to clarify that the reports, rather than the report, of Grant Thornton LLP, the Registrant’s independent registered public accounting firm, for either of the past two years ended December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles. The following replaces the disclosure included in the Initial Form 8-K in its entirety.

Item 4.01 Changes in Registrant’s Certifying Accountant

On July 12, 2010, the Registrant’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”) resigned.

With respect to Grant Thornton and its service as the Registrant’s independent registered public accounting firm:

     (i) Grant Thornton’s reports on the Registrant’s consolidated financial statements for either of the past two years ended December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

     (ii) The Audit Committee of the Board of Directors of the Registrant approved the resignation of Grant Thornton.

     (iii) During the Registrant’s two most recent fiscal years ended December 31, 2009 and 2008 and the subsequent period through July 12, 2010, the Registrant did not have any disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also during this period, there have been no reportable events as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Registrant provided Grant Thornton with a copy of the disclosures it is making in response to Item 304(a) of Regulation S-K and requested that Grant Thornton furnish the Registrant with a letter addressed to the Securities Exchange Commission stating whether it agrees with the statements made by the Registrant in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. This letter from Grant Thornton is attached as Exhibit 16 to this current report on Form 8-K.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

16. Letter from Grant Thornton to the Securities and Exchange Commission, dated July 22, 2010

SIGNATURES

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

	Fuel Tech, Inc. (Registrant)
Date: July 22, 2010	By:	/s/ A.G. Grigonis
		Albert G. Grigonis
		Vice President, General Counsel and Corporate Secretary

EX-16

Exhibit 16

July 22, 2010	Audit • Tax • Advisory
	Grant Thornton LLP
U.S. Securities and Exchange Commission	175 W Jackson Boulevard, 20th Floor
Office of the Chief Accountant	Chicago, IL 60604-2687
100 F Street, NE
Washington, DC 20549	T 312.856.0200
	F 312.565.4719
	www.GrantThornton.com

Re: Fuel Tech, Inc.
File No. 001-33059

Dear Sir or Madam:

We have read Item 4.01 of Form 8-K/A of Fuel Tech, Inc. dated July 22, 2010, and agree with the statements concerning our Firm contained therein.

Very truly yours,

GRANT THORNTON LLP

Grant Thornton LLP
U.S member firm of Grant Thornton International Ltd

CORRESP

Submitted via EDGAR

July 22, 2009

Mr. Jeffrey Gordon
Staff Accountant
Division of Corporate Finance
United States Securities and Exchange Commission
Washington, D.C. 20549

RE: Fuel Tech, Inc.
Form 8-K Item 4.01 filed July 15, 2010
File #1-33059

Dear Mr. Gordon:

     We have reviewed your July 16, 2010 letter regarding your comments on the above-referenced SEC filing for Fuel Tech, Inc. (the “Company”) and provide the following responses to your comments. We have set forth below the text of each of your comments set forth in the comment letter, followed by our response. Simultaneously with this letter, we are filing Amendment No. 1 to our Form 8-K with the SEC to reflect our responses to such comments.

SEC Comment:

1. Please amend the Form 8-K to state, if true, that the former accountant’s reports, instead of report, on the financial statements for either of the past two years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. See Item 304(a)(1)(ii) of Regulation S-K.

     Response: We have amended our Form 8-K to provide that our former accountant’s reports, instead of report, on the financial statements for either of the past two years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

     SEC Comment:

2. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

Mr. Jeffrey Gordon
Division of Corporate Finance
United States Securities and Exchange Commission
July 22, 2010
Page 2

     Response: We have obtained and filed an updated Exhibit 16 letter from our former accountants. This exhibit is attached to our Form 8-K/A.

SEC Comment:

3. When you engage a new accountant, please report the engagement in a new Form 8-K and comply with the requirements of Regulation S-K Item 304 (a)(2). In making any disclosures about consultations with your new accountants, please ensure you disclose any consultations up through the date of engagement.

     Response: When we engage a new accountant, we will report the engagement in a new Form 8-K and we will comply with the requirements of Regulation S-K Item 304 (a)(2). In making any disclosures about consultations with our new accountants, we will disclose any consultations up through the date of engagement.

* * * * *

     In responding to your comments, we acknowledge that the Company is responsible for the adequacy and accuracy of the disclosures in its SEC filings; SEC staff comments or changes to disclosure in response to SEC staff comments do not foreclose the SEC from taking any action with respect to the filing; and the Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under federal securities laws of the United States.

/s/ A.G. Grigonis  

Albert G. Grigonis  

Vice President, General Counsel and Corporate Secretary