MAIL STOP 7010
									May 11, 2006

Matthew J. Klaben, Esq.
Vice President, General Counsel and Secretary
Chart Industries, Inc.
One Infinity Corporate Centre Drive
Suite 300
Garfield Heights, Ohio 44125-5370

RE:	Chart Industries, Inc.
	Registration Statement on Form S-1
	File No. 333-133254
	Filed: April 13, 2006

Dear Mr. Klaben:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document 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
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.

General

1. Please provide all information required except that allowed to
be
excluded by Rule 430A of the Securities Act of 1933.  This
information impacts disclosure throughout your filing and will
require time to review.  Note that we may have additional comments
on
your filing once you provide the information.

2. Prior to the effectiveness of your registration statement,
please
provide us with a copy of the letter or call from the NASD
indicating
that the NASD has no objection to the underwriting compensation
described in the filing.

3. We note that you have yet to file a number of exhibits.  Please
file these exhibits as soon as possible in order to give the staff
adequate time to review them.  Note that we may have comments
after
we review these materials.

4. Please supplementally provide the staff with any pictures or
graphics you intend to use for the prospectus.  We may have
comments.

5. Throughout the document you make use of unnecessary defined
terms,
acronyms, and abbreviations.  Rule 421(b) requires you to avoid
using
defined terms as the primary means of communication.  The manner
in
which you utilize these terms is distracting and confusing.
Please
revise.

Prospectus Cover Page

6. Please include a price range as soon as practicable and allow
us
adequate time to review the filing with the price range before
requesting effectiveness.  Also, please indicate the number of
shares
offered and other information left blank in your prospectus.  You
may
include in brackets information that could change prior to
effectiveness.  See Instruction 1 to Item 501(b)(3) of Regulation
S-
K.

Prospectus Summary, page 1

7. Please provide a brief description of your recent corporate
development, including your bankruptcy and prior reporting company
status.

8. Please briefly describe the stock dividend you will pay to
existing holders and the reason for it.

9. Tell us supplementally of the basis for your statement that you
have garnered leading positions in your industry.  Please revise
these and other disclosures to specify the measure upon which you
base these statements, i.e. sales, market share, etc.

10. Tell us supplementally why you believe you`re a preferred
global
supplier of engineered equipment.  Please disclose briefly what a
"preferred" global supplier is.

11. Briefly explain what cryogenic is.

12. We note your summary contains a lengthy description of the
company`s business, competitive strengths and business strategy.
Further, we note the identical disclosure appears later in your
prospectus.  In the summary, you should carefully consider and
identify those aspects of the offering that are the most
significant
and determine how to best highlight those points in clear, plain
language. The summary should not include a lengthy description of
the
company`s business and business strategy. This detailed
information
is better suited for the body of the prospectus. Please revise
accordingly.  Please consider limiting your discussion in the
"Competitive Strengths" and "Business Strategy" sections to the
captions only or otherwise significantly reducing them.  If you
want
to highlight key aspects of your business strategy and competitive
strengths, consider listing these in a bullet-point format, with
one
sentence per bullet point. Please refer to Item 503(a) of
Regulation
S-K and part IV.C. of SEC No. 33-7497.

Risk Factors, page 11

13. Please avoid language in risk factors like "adversely affect,"
or
"material adverse effect." Instead, please revise your risk
factors
to state what the specific impact will be on your financial
condition
or results of operations.

14. Please do not include risks that are not currently material,
or
clarify why risks are currently material.  Please refer to the
following risk factors:
* "We will soon be required to evaluate our internal controls
under
Section 404...;"
* "We may fail to successfully acquire or integrate companies that
provide complementary products or technologies;"
* "Increases in labor costs, potential labor disputes and work
stoppages at our facilities...;"

If you select to retain these risks, please shorten them.

If we lose our senior management or other key employees, our
business
may be adversely affected, page 14

15. Because most companies rely on their key personnel, this risk
factor appears to be generic.  Please provide more specificity as
to
the potential impact the loss of the services of the individuals
listed would have on your operations or remove the risk factor.

16. Please disclose with more specificity the risks posed in the
risk
factors entitled "Failure to protect our intellectual property and
know-how..." and "We may be subject to claims that our products or
processes infringe the intellectual property rights of others..."
For instance, please disclose whether you have been or are in any
intellectual property disputes and describe the impact an adverse
outcome has had or would have on you.  Additionally, please
disclose
when your patents are to expire.

Risks Related To Our Leverage, page 20

17. You disclose that your net cash flow generated from operating
activities was $37.8 million for fiscal year 2005.  Based upon
your
statement of cash flows, this amount appears to be $34.4 million.
Please revise or advise.

"We may be unable to generate sufficient cash to service all of
our
indebtedness and may be forced to take other actions to satisfy
our
obligations under our indebtedness...," page 21

18. This risk factor addresses the risks already discussed in the
risk factor entitled "Our substantial leverage and significant
debt
service obligations could adversely affect our financial
condition..." Please consolidate and delete this risk factor.

"Because most of the proceeds from this offering will be used to
pay
a dividend to our current stockholders, only a portion of the
proceeds will be used to repay our existing debt...," page 23

19. Please move this risk factor to a more prominent place at the
front of the risk factors section.

20. The following risk factors are generic and can apply to any
company, industry or offering.  Please delete them or explain why
they represent a true risk to your company.
* The continued threat of terrorism, the occurrence of terrorist
acts
and ongoing military actions could adversely affect our financial
condition and results of operations; and
* The market price of our common stock may be volatile, which
could
cause the value of your investment to decline.

Special Note Regarding Forward-Looking Statements, page 26

21. Please remove "will" from the list of words in the third
sentence
in this section.

The Transactions, page 29

22. Delete the language that statements contained in the
prospectus
about the contents of any contract, or other document referred to
"do
not purport to be complete" and are "qualified in their entirety
by
reference."  Rule 411(a) of Regulation C under the Securities Act
allows qualification of information inside the prospectus by
reference to information outside the prospectus only to the extent
that the form explicitly permits it or where the form requires a
summary of the document.  If you retain the language that
statements
"do not purport to be complete," disclose that all material
provisions of the contract or other document are discussed in the
prospectus.

23. Please disclose the purpose and background of this
transaction.
For instance, which parties initiated contact, etc?
Supplementally,
please explain the basis for your decision to cease reporting in
the
fall of 2005 and provide a legal analysis as to whether this
merger
was a going private transaction under Rule 13e-3 of the Securities
Exchange Act of 1934.  We may have further comment.

Use of Proceeds, page 31

24. Please disclose the interest rate and maturity for each form
of
indebtedness you will repay from proceeds pursuant to Instruction
4
to Item 504 of Regulation S-K.

25. We note that proceeds of this offering will be paid to
affiliates
of the company.  Please identify the particular affiliates of
First
Reserve and the members of management who will receive proceeds,
as
well as the amount of proceeds each will receive.

Unaudited Pro Forma Financial Information, page 37

Unaudited Pro Forma Statement of Operations, page 39

26. Please reconcile in a footnote your pro forma basic earnings
per
share to your pro forma diluted earnings per share.

27. Please reconcile in a footnote the historical weighted average
common shares outstanding to the pro forma weighted average common
shares outstanding for both your basic and diluted earnings per
share
computations.  Please note that the denominator in computing pro
forma earnings per share should include those common shares whose
proceeds are being used to repay debt or for a business
acquisition.
Shares whose proceeds will be used for general corporate purposes
should not be included in arriving at pro forma EPS, but may be
included in pro forma as adjusted EPS.  Also, ensure that you give
effect to the number of shares whose proceeds are being used to
pay
the dividend.  See SAB Topic 1:B(3).

28. Please include a column that presents a subtotal of your pro
forma results before taking into account any offering adjustments
other than those highlighted in the preceding comment.  You may
choose to call one column pro forma and the other column pro forma
as
adjusted.  You should also include a similar presentation
throughout
the filing where you present pro forma information, such as within
the "Summary Historical and Pro Forma Financial Information" and
"Capitalization" sections.

29. Regarding adjustment 3(c), please disclose whether the
interest
rates on your senior secured credit facility and the notes are
fixed
or variable.  Please also disclose how the rate disclosed was
computed and the index upon which each variable rate loan is
based,
such as LIBOR + X%.  If variable, please discuss the impact of a
1/8%
change in the rate on your pro forma earnings.


Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 44

30. Please discuss in MD&A the changes in the operating income
(loss)
of each of your segments, including Corporate.

Segment Information, page 47

31. Given your disclosure that you moved the management and
reporting
of the LNG alternative fuel systems product line from the E&C
segment
to the D&S segment, please help us understand why you attribute
the
effects of LNG systems to your results of operations for the E&C
segment.  If you have similar sounding systems in each segment,
please ensure your disclosure is clear as to which system you are
discussing.

2005 Successor Period, page 47

32. Please disclose the amount by which the unfavorable volume
trend
in domestic medical respiratory product sales was offset by
continued
volume growth in such sales in Europe and Asia and biological
storage
system sales in the United States.

2005 Reorganized Period
Gross Profit and Gross Margin, page 49

33. We note that for the 2005 Reorganized Period, gross profit
margin
was unfavorably affected by higher manufacturing costs in the
BioMedical segment.  Please discuss what contributed to these
higher
manufacturing costs.

Acquisition Expenses, page 50

34. Please disclose what your acquisition expenses were comprised
of.

SG&A Expense, page 53

35. Please disclose what comprised the $14.1 million SG&A expense
for
the three months ended December 31, 2003 as well as the first nine
months of 2003.

Quantitative and Qualitative Disclosures About Market Risk, page
67

36. Please disclose the potential effects on your assets,
liabilities
and cash flows resulting from hypothetical changes in foreign
currency exchange rates.  See Item 305(a)(1)(ii) of Regulation S-
K.

Industry Overview, page 70

37. We note your citation of data and statistics from IEA and EIA.
Please confirm that these reports are from a recent date.  Also,
please confirm for us that these documents are publicly available.
To the extent that any of these reports have been prepared
specifically for this filing, file a consent from the party.

Business, page 73

38. Ensure that the information you include in your Business
section
is balanced.  For example, you cite your leading market position,
as
a competitive strength, but you omit any substantive discussion
here
about the competitive environment in which you operate.  To the
extent that you continue to cite competitive strengths, please
review
each one and revise as necessary to provide balancing information.

39. Please disclose what you mean by a "preferred global
supplier."

40. Pleas disclose the measures by which you conclude that you are
the number one or two supplier in all of your primary end-use
markets.

Competition, page 79

41. We do not understand your statement that you believe that you
rank among market leaders in your industry in light of your other
statement that "reliable" market data is not available.  To the
extent possible, provide investors an idea of the size of your
industry, your competitors, and your position versus your main
competitors.

Management, page 84

42. Please disclose the nature of the business of ESAB Holdings
Ltd.`s and Oglebay Norton.

43. Please disclose the term of office for each of your officers
and
directors.  Please refer to Item 401(a) and (b) of Regulation S-K.

Principal Stockholders, page 95

44. Please identify by footnote or otherwise the natural person or
persons having sole or shared voting and investment control over
the
securities held by First Reserve Fund X, L.P. and/or its general
partner unless it is a reporting company under the Exchange Act, a
majority owned subsidiary of a reporting company under the Act, or
registered investment fund under the 1940 Act. Please refer to
telephone interpretation 4S. in the Regulation S-K section of the
1999 supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise.



Certain United States Federal Income and Estate Tax Consequences
to
Non-US Holders, page 111

45. Please delete the term "certain" as all material tax
consequences
should be described.

Financial Statements

General

46. Please include interim financial statements for the period
ended
March 31, 2006.  Please similarly update your financial
information
throughout the filing.  See Rule 3-12 of Regulation S-X.

47. You disclose on page 98 that you have obligations to
repurchase
shares of common stock from a management stockholder under various
triggering events.  Please tell us what consideration you gave to
EITF D-98 and paragraphs 9, 10, A2 and A6 of SFAS 150.

Consolidated Statements of Operations, page F-4

48. Based on the disclosures presented in your MD&A and footnotes
to
the financial statements, it is unclear what you are including in
the
(loss) gain on sale of assets line item.  If the assets sold are
not
a component of an entity, the resulting gains and losses should be
included in operating income.  The amount for the nine months
ended
September 30, 2003 appears to be significant in relation to your
operating income (loss).  See paragraph 45 of SFAS 144.  Please
revise your footnote disclosure and statement of operations
classification accordingly.

49. Please present your basic and diluted earnings per share on
the
face of your statement of operations.  Please also disclose a
reconciliation of the numerators and denominators of the basic and
diluted per share computations.  See paragraphs 6, 36, 38 and 40
of
SFAS 128.  In addition, please disclose the number of antidilutive
shares by each type of security.  See paragraph 40(c) of SFAS 128.
Please similarly update your presentation of basic and diluted
earnings per share and disclosures throughout the filing,
including
the summary historical and pro forma financial information
section,
unaudited pro forma statement of operations, selected historical
consolidated financial data, and your quarterly results footnote.

Consolidated Statements of Shareholders` Equity (Deficit), page F-
5

50. Page 5 indicates that a stock split will occur in conjunction
with this offering.  Please revise your financial statements and
your
disclosures throughout the filing to give retroactive effect to
the
expected stock split.  Doing this in the next amendment will save
us
substantial review time in future amendments.  If your auditors
believe that only a "draft" report can be presented, due to a
pending
future event such as the stock split, they must include in the
filing
a signed and dated preface to their "draft" report stating the
reason
for the "draft" report and that they expect to be in a position to
issue the report in the form presented prior to effectiveness.
The
signed, dated, and unrestricted auditor`s report must be included
in
the filing prior to effectiveness.  See Rule 2-02 of Regulation S-
X.

51. Please disclose the amount of income tax expense or benefit
allocated to each component of other comprehensive income in
accordance with paragraph 25 of SFAS 130.

Consolidated Statements of Cash Flows, page F-8

52. Regarding your life insurance payments, please disclose the
statement of cash flows line item(s) in which they are included,
as
well as the amounts of the payments.  Please also disclose the
line
item(s) which include any borrowings against the cash surrender
value, as well as the related amounts. See paragraph 13 of Section
1300.13 of the AICPA Technical Practice Aids.  Please also
disclose
in a footnote the amounts of any gains or losses recorded in your
statements of operations for each period presented.

Note A - Nature of Operations and Summary of Significant
Accounting
Policies, page F-9

Basis of Presentation, page F-9

53. You currently disclose the preliminary fair values assigned to
your assets and liabilities as a result of the acquisition on
October
17, 2005.  Please disclose that your purchase price allocation has
not been finalized, as well as the specific steps that remain
before
it will be finalized.  See paragraph 51(h) of SFAS 141.

Revenue Recognition, page F-17

54. Please disclose how unapproved change orders are treated in
your
percentage of completion method of accounting for revenue.  If you
include unapproved change orders in your accounting for revenue,
please disclose if you assume a profit component on these orders.
If
you assume a profit component, please tell us why you feel this is
appropriate.

Note H - Discontinued Operations and Assets Held for Sale, page F-
28

55. We note that you entered into an agreement in September 2004
to
sell the Plaistow land and building, and that this agreement
expired
in July 2005.  Please tell us how this asset meets the
requirements
for classification as held for sale.  See paragraphs 30, 31 and 38
of
SFAS 144.

Note K - Lease Commitments, page F-34

56. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases. Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included in your
minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum lease payments and the minimum
lease payments are recognized on a straight-line basis over the
minimum lease term, the note should so state.  If our assumption
is
incorrect, please tell us how your accounting complies with SFAS
13
and FTB 88-1.

57. Please include the disclosures required by paragraphs 16.c.
and
d. of SFAS 13 regarding your operating leases.

Note M - Operating Segments, page F-36

58. Please ensure you disclose all items that are excluded from
the
operating income (loss) of each segment as it appears that the
explanation in the preface to the table omits some items that are
included in the Corporate column.  Please also separately disclose
the types of amounts included in the Corporate column.

Part II
Item 13. Other Expenses of Issuance and Distribution, page II-1

59. We note that you maintain officer and director insurance.
Please
include as a separate item any premium paid on any policy obtained
in
connection with the offering and sale of the securities being
registered which insures or indemnifies directors or officers
against
any liabilities they may incur in connection with the
registration,
offering, or sale of such securities. Please refer to the
instruction
to Item 511 of Regulation S-K.

Item 15. Recent Sales of Unregistered Securities, page II-1

60. We do not understand the statement that on October 17, 2005,
you
issued an aggregate of 1,718,896 shares of common stock to FR X
Chart
Holdings, LLC pursuant to the merger.  It appears that the common
stock sold in the merger was stock already issued to preexisting
shareholders.  Please clarify.  Also, if you retain this
disclosure,
please disclose the value of this transaction.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffery Gordon at (202) 551-33866 or Rufus
Decker at (202) 551-3769 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Craig
Slivka at (202) 555-3729 or the undersigned Branch Chief who
supervised review of your filings at (202) 551-3767, with any
other
questions.

      Sincerely,


      Jennifer Hardy
      Branch Chief

CC: 	Edward P. Tolley III, Esq.
	Simpson Thacher & Bartlett, LLP
	(212) 455-2502
Matthew J. Klaben, Esq.
Chart Industries, Inc.
Page 1 of 12



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE