SecProbe.io

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Mail Stop 03-05

      December 15, 2004

Robert M. Stemmler
President and Chief Executive Officer
16804 Gridley Place
Cerritos, California Place

Re:	IMPCO Technologies, Inc.
	Form S-3/A filed December 7, 2004
	File No. 333-120029

Dear Mr. Stemmler,

      We have reviewed your filing 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.

      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 and 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 S-3

Prospectus Cover Page

1. We reissue prior comment 5 in part.  Please revise the cover
page
to better explain the nature of the underwriting arrangements.
For
example, you should disclose the date on which the offering will
end,
any minimum purchase requirements, and any escrow arrangements you
have made, and if you have not made arrangements on these
preceding
issues, you need to disclose that fact, and the impact that might
have on investors.  Refer to Item 501(b)(8)(iii) of Regulation S-K
and revise the description of underwriting on the cover page
accordingly.

2. Furthermore, please clarify your statement that you will "set
forth the use of the net proceeds in the accompanying prospectus
supplement" because you include a discussion of the use of
proceeds
in this document.  Do you mean you will update the use of proceeds
in
the applicable prospectus supplements? If that is the case, please
revise to clarify that you include an estimate of your use of
proceeds in this document, but that you will update that
discussion
in subsequent filings (prospectus supplements and/or post-
effective
amendments) as necessary.

Risk Factors, page 2
Risks Related to the BRC Acquisition, page 14

3. Please consider including an additional risk factor to address
what will happen if you do not raise enough money in this offering
to
meet the requirements of the BRC acquisition agreement; namely the
requirement that you pay $15 million to buy the company and for
related expenses, and the requirement that you pay a as-yet
undisclosed amount of money to pay down the debt relating to the
securities purchase agreement with Bison.

One or more IMPCO shareholders may claim  . . . page 17

4. Please briefly describe the safeguards adopted by the company
pursuant to Section 144 of Delaware General Corporation Law.

Use of Proceeds, page 17

5. Please clarify your response to prior comment 12.  We note your
statement that the BRC acquisition agreement requires you to
complete
an equity financing with net proceeds of at least $15 million.
Therefore, please tell us, with a view towards disclosure, whether
that agreement effectively acts as a minimum offering amount.  If
you
do not raise enough money to complete the BRC acquisition, will
the
money raised instead go to generally corporate purposes? Please
revise to clarify as appropriate.

6. Furthermore, please quantify and disclose the related
requirement
from the BRC acquisition agreement that IMPCO must have discharged
all debt and related obligations it has from the securities
purchase
agreement with Bison.  Exactly how much money from the offering is
required to go toward that amount?  What will happen if you do not
raise enough money in the offering to pay down this debt?  Revise
as
necessary to clarify these issues.

7. Also, please quantify in the use of proceeds section the total
maximum amount of money you can raise in this offering, and
quantify
the specific maximum amount that may be available for general
corporate purposes, after you pay the $15 million towards the BRC
acquisition, and retire all debt and other obligations relating to
the securities purchase agreement with Bison.

Plan of Distribution

8. We reissue prior comment 14 in part.  You state in your
supplemental response that you will name the underwriters for any
underwritten offering in a prospectus supplement; however, our
comment requested confirmation that you would file a post-
effective
amendment to identify presently unidentified underwriters that you
may use later in this offering.  Please refer to your obligations
under Item 512(a)(1)(iii) of Regulation S-K and revise your
response
accordingly.

Form 10-K

9. We note your disclosure on page 9 of the S-3, under the risk
factor "we are dependent on certain key customers...," that a
substantial portion of your business relies upon key customers,
representing up to 58% of your revenues.  Therefore, please
confirm
that in future periodic filings, you will consider your
obligations
under Item 101(1)(c)(vii) of Regulation S-K to discuss your
dependence upon such key customers.

Form 10-Q for the Quarters ended March 31, June 30 and September
30,
2004

Part II
Item 2.  Changes in Securities and Use of Proceeds

10. We note your response to prior comment 22, but are still
unsure
why you have included a reference to a section (d) in Item 2 of
Part
II.  Please clarify and confirm that you will revise future
filings,
if appropriate.

Other

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 this action as 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.

******

Closing

      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 with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review and we may
have
additional comments after reviewing your amendment and responses
to
our comments.

      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.

      Please contact Messeret Nega at (202) 942-1891 or me at
(202)
942-2936 with any other questions.

      Regards,

Sara W. Dunton
Branch Chief

cc:	Via Facsimile
	Marcus J. Williams
	Davis Wright Tremaine LLP
           (206) 628-7699
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IMPCO Technologies, Inc.
333-120029
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