Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEZWIREK PHILLIP
   2. Issuer Name and Ticker or Trading Symbol
CECO ENVIRONMENTAL CORP [CECE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
505 UNIVERSITY AVENUE, SUITE 1400		 3. Date of Earliest Transaction (Month/Day/Year)
08/14/2008
(Street)

TORONTO, A6 M5G 1X3		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Debenture (Right to Buy) (1) $ 5.83 08/14/2008   J(5)     807,488 (3) 08/04/2008 07/31/2010(2) Common Stock 835,818 (3) $ 4,707,655 (3) 0 D  
Convertible Debenture (Right to Buy) (1) $ 4.75 08/14/2008   P   991,085   08/14/2008 07/31/2010(2) Common Stock 991,085 (3) $ 4,707,655 (3) 991,085 I See footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEZWIREK PHILLIP
505 UNIVERSITY AVENUE
SUITE 1400
TORONTO, A6 M5G 1X3		   X   X   Chief Executive Officer  

Signatures

 Phillip DeZwirek   08/15/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The rate of interest was/is 10% in 2008; 11% in 2009 and 12% in 2010.
(2) The convertible debenture was/is covertible at the option of the holder into common stock of the Company at any time prior to the repayment date. It is repayable upon the earlier of (i) July 31, 2010, (ii) six months after repayment of the senior facility, or (iii) upon certain changes of control. The Company may also prepay upon the consent of the senior lender, and the filer may demand repayment if a third party lender refinances the full amount of the debenture.
(3) The convertible debenture was issued in the amount of $5 million Canadian. The number of derivative shares acquired and the price of the derivative security listed reflects the exchange rate as of August 14, 2008.
(4) These shares are owned by Icarus Investment Corp. (a Canadian corporation) f/k/a Can-Med Technology, Inc. d/b/a Green Diamond Oil Corp., which is controlled by Icarus Investment Corp. (a Delaware corporation), which is owned 50% by filer. Filer is an indirect beneficial owner of these reported securities.
(5) On August 14, 2008, the issuer repaid all outstanding principal and unpaid interest under the note and cancelled the note. No amount of the note was converted into common stock by the holder.

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