Mail Stop 0510

      April 14, 2005

Via U.S. mail and facsimile

Mr. Samuel F. Thomas
President and Chief Executive Officer, Chart Industries, Inc.
One Infinity Corporate Centre Drive, Suite 300
Garfield Heights, OH  44125

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-11442


Dear Mr. Thomas:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.


FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Management`s Discussion and Analysis - Pro Forma Combined Company

1. Notwithstanding your belief that Reorganized Chart`s results of
operations, other than cost of sales, interest expense, and
financing
costs amortization, were not significantly affected by the
adoption
of Fresh-Start accounting, it is not appropriate to present and
discuss combined results for the nine months ended September 30,
2003
and the three months ended December 31, 2003 as these periods are
not
comparable.  Please revise your MD&A in future filings to
eliminate
any financial information that combines the results of the
Reorganized Company and Predecessor.   Please also disclose and
discuss the separate historical results of the Reorganized Company
and Predecessor during the year ended December 31, 2003.


Contractual Obligations

2. Please revise your table of contractual cash obligations in
future
filings to include the following:

* Estimated interest payments on your debt; and
* Planned funding of pension and other postretirement benefit
obligations.

Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.
If
you choose not to include these payments, a footnote to the table
should clearly identify the excluded items and provide any
additional
information that is material to an understanding of your cash
requirements.


Note I - Employee Benefit Plans

3. Tell us supplementally and revise future filings to clarify the
nature of the $2,015 curtailment gain recognized in 2004.


Note F-Loss on Insolvent Subsidiary and Note L - Contingencies

4. We note your loss recognized in connection with the write-off
of
your net investment in CHEL.  Tell us supplementally and revise
future filings to identify the material components of the net
investment you wrote off.  Address whether you eliminated any CHEL
liabilities, and if so, the appropriateness of extinguishing such
liabilities under SFAS 140.

5. Tell us supplementally and disclose in future filings the major
components of the $13,682 impairment charge and where those
charges
are reflected in your statement of operations.

6. We note your contingencies surrounding CHEL`s insolvency and
have
the following comments.

* Tell us supplementally and revise future filings to address why
you
do not believe you are legally obligated to fund CHEL`s net
pension
obligations of $12,000.
* Tell us supplementally and revise future filings to disclose the
amount of claims asserted against the Company.
* Tell us supplementally and revise future filings to address any
other of CHEL`s obligations other than its pension that the
Company
may be liability for.
* Address the potential negative impact of all the contingencies
surrounding CHEL`s insolvency as it relates to the Company`s
results
of operations.

Note M - Operating Segments - Geographic Information

7. In future filings, separately disclose material revenues from
external customers attributed to an individual foreign country and
material assets in an individual foreign country.  Also disclose
the
basis for attributing revenues from external customers to
individual
countries.  Refer to paragraph 38 of SFAS 131.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Marie Trimeloni, Staff Accountant, at (202) 942-
1860
or Jeanne Baker, Assistant Chief Accountant, at (202) 942-1835 or
in
their absence, to the undersigned at (202) 942-1774.

							Sincerely,



							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Samuel F. Thomas
April 14, 2005
Page 4 of 4




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE