ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Tri-Tech Holding, Inc. (the "Company")issued a press release on August 14, 2012 and will hold a conference call on August 15, 2012 regarding its financial results for the quarter ended June 30, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. A copy of the consolidated balance sheets, consolidated statements of income, and consolidated statements of cash flows for the quarter ended June 30, 2012 and other financial tables are attached to the press release and are incorporated herein by reference.

This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No. Description

99.1 Press release of Tri-Tech Holding, Inc. dated August 14, 2012