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Letter of Correspondence

 VIA EDGAR CORRESPONDENCE

 July 28, 2005

 Division of Corporate Finance

 Securities and Exchange Commission

Attn: Linda Cvrkel, Branch Chief

Re:
IMPCO Technologies, Inc.

Form 10-K for year ended December 31, 2004

File No. 1-15143

 Dear Ms. Cvrkel:

 We are in receipt of your
letter dated July 7, 2005 regarding your comments and request for supplemental information in connection with IMPCO Technologies, Inc. (the “Company”) filings made on Form 10-K, for the fiscal year ended December 31, 2004, and on Form
10-Q, for the quarter ended March 31, 2005.

 We are pleased to provide our
responses (numbered and ordered to correspond to your comment letter) as set forth below:

 Form 10-K for the year ended December 31, 2004

 Item 7.A. Quantitative and Qualitative Disclosures about Market Risk

1.
Please present market risk information resulting from currency fluctuations. Present disclosures so that they reflect the impact on future earnings, fair values, or cash flows
resulting from one or more selected hypothetical changes in exchange rates. Please present your revised disclosures in one of the suggested formats outlined in Item 305 (a) (1) (ii) of Regulation S-K.

 Response:

 The Company disclosed in the Derivative Financial Instruments section of the
MD&A section of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “Form 10-K”) that the Company’s financial results in the future could be affected by changes in the exchange rate between the U.S.
dollar and the euro. The Company discussed that the primary source of this risk was a December 2004 loan agreement between the Company and its then 50% owned affiliate BRC in the amount of $22.0 million. The Company will model the impact of
hypothetical changes in the exchange rate on earnings and cash flow and disclose the results and a description of the model and the underlying assumptions. In January 2005, BRC entered into a hedging agreement for the purpose of hedging future
payments under this loan agreement. The Company will also similarly model and disclose the impact on the fair value of the derivative instrument based on hypothetical changes in the forward exchange rates between the US dollar and the euro.

 Item 9A. Controls and Procedures, page 54

2.
We note your discussion surrounding the four material weaknesses management identified and the steps you undertook to rectify and prevent the recurrence of similar errors in the
future. Supplementally advise us in detail, of how you determined that there are no further errors that may require corrective action, including areas other than those specifically relating to the previous issues. We may have further comment upon
reviewing your response.

 Response:

 Based on management’s assessment of internal
controls over financial reporting as of December 31, 2004, the Company identified four material weaknesses. The Company is currently modifying its internal procedures and implementing additional control processes to remediate these material
weaknesses. The following is supplemental information describing what actions that have been taken in response to these assessments.

 Cycle Counts of Inventory

 The Company has been reviewing and making modifications to internal systems and material handling procedures that significantly influence the quality of
daily cycle counts. Specifically, the Company has taken actions to ensure that (1) internal systems are modified to ensure that all part numbers, regardless of carrying value, are subject to cycle counts (2) the results of significant cycle count
discrepancies are analyzed to determine the cause(s) (3) material locations in production areas are consolidated as much as possible including the scrapping of obsolete inventory (4) the segregation of duties and responsibilities for the counting
teams and supervisors from production departments (5) an improved program for training and documentation of internal controls and processes related to this area (6) a physical inventory was performed on March 17, 2005 and the results were
“rolled-back” to the financial statements as of December 31, 2004 and (7) another physical inventory is scheduled for the end of the third quarter 2005 in order to confirm that this internal control is operating effectively. Based on
management’s day-to-day interaction with the systems and procedures, the Company believes that these systems and procedures are operating effectively; however, neither the Company nor its independent registered public accounting firm has
re-tested or re-audited internal controls.

 Cash flow
Statements and Deferred Taxes

 The Company corrected the
material weakness related to the preparation of the statement of cash flows. The Company referred to examples in the Appendix to FAS 95, Statement of Cash Flows, for guidance on this issue. Internal controls have also been modified to ensure
that the statement of cash flows is reviewed thoroughly by qualified financial personnel knowledgeable about the preparation of statements of cash flows.

 The material weakness related to deferred taxes was in connection with maintaining in-house knowledge and technical capability needed to perform
computations under

 Section 382 of the IRS Code and understanding its impact on the future utilization for tax purposes of
net operating losses and ultimately the recoverability of net deferred tax assets on the balance sheet at December 31, 2004. The Company believes that it has remedied this situation by employing an outside tax firm with knowledge of Section 382
complexities to assist the Company’s accounting and finance staff in measuring the impact of Section 382 on the financial results of the Company. Internal controls have also been modified to ensure that there is senior management oversight of
the computations made and the conclusions drawn with respect to Section 382.

 Segregation of Duties in Australian Subsidiary

 The Company maintains a small accounting staff of three in its Australian subsidiary to meet the financial reporting requirements of the Company and manage the local affairs of the subsidiary. Segregation of duties
was identified as a material weakness in an effort to prevent and detect fraudulent activities. The Company established improved controls over cash disbursements, in particular, by (1) requiring that all significant cash expenditures be approved in
advance by the former Australian general manager, who was transferred to the United States by the Company at the end of 2004 and will continue to have oversight responsibility for Australia (2) issuance of a monthly report detailing all cash
disbursements to the former Australian general manager for his review and (3) all members of the accounting staff have independent and open lines of communication with the former Australian general manager. Additional control procedures are being
implemented whereby (1) a copy of the monthly bank reconciliation, including bank statements, will be sent to the former Australian general manager (2) internal reviews are made at the corporate level of the financial statements issued by the
subsidiary to ensure that controls over financial statement preparation are being followed and (3) an internal audit function is being established this year in which foreign locations of the Company undergo a detailed on-site review.

 Board of Directors – Board Resolutions and Documentation

 The Company identified a material weakness in connection
with the quality of the development and distribution of board of director resolutions. During the first quarter of 2005, the Company replaced the previous board secretary with a partner at the Company’s outside counsel. The new secretary is
responsible for attending all scheduled board meetings in person, developing an accurate written record of all board resolutions, and timely distribution of the written record prior to the next scheduled board meetings. All members of the board will
have adequate time to review the “minutes” of the last meeting prior to resolving that the minutes are correct at the next board meeting. The Chief Financial Officer attends all board meetings and is responsible for evaluating and
communicating to the members of the board the accounting and financial reporting impact of all board resolutions. Based on management’s experience with the procedures, the Company believes that these procedures are operating effectively;
however, neither the Company nor its independent registered public accounting firm has re-tested or re-audited internal controls.

 In order to ensure that the Company’s internal control over financial reporting is providing
reasonable assurance regarding the reliability of financial reporting, the Company is instituting a program involving: (1) reviewing the internal assessments performed during 2004 to identify and rectify any internal control deficiencies that, if
not remedied, could by themselves or in combination with other internal control deficiencies result in a future material weakness (2) updating all internal documentation and procedures for the current year (3) in-depth testing of controls related to
processes and transactions for financial statement accounts and disclosures most likely to have a material impact on the Company’s financial statements and (4) developing a management reporting process where internal control deficiencies and
the status of corrective actions are given visibility at the senior level of the Company including the audit committee.

3.
Furthermore, in light of the issuance of the FAQ on Management’s Report on Internal Control Over Financial Reporting and Disclosure in Exchange Act Periodic Reports released
on June 22, 2004 (refer to Question 5 in particular), supplementally explain in detail and expand your disclosure in future filings to explain why you believe the changes in internal controls discussed in this section will be adequate and effective
in preventing future errors and your basis to conclude that you will no longer have a material weakness. We may have further comment upon reviewing your response.

 Response:

 Please refer to the Company’s response to Comment 2. The Company will disclose in future filings on Form 10-Q, as required, the changes in internal
control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting, including such changes made to rectify previously-identified material weaknesses, and will
endeavor to explain why the Company believes that such changes will assist in providing reasonable assurance regarding the reliability of its financial reporting. In light of the Staff’s response to Question 5 in the FAQ, released on June 22,
2004 and revised on October 6, 2004, regarding whether management may qualify its conclusions in the report on internal controls by stating that its internal controls are effective subject to certain qualifications or exceptions, the Company
concluded and reported in Item 9A of the Form 10-K that its internal control over financial reporting was ineffective. The Company identified specific areas that were determined to be material weaknesses. The Company did not qualify its assessment
or make any other statements that could be interpreted as meaning that the internal controls were effective. Similarly, In Item 4 of Form 10-Q, for the quarter ended March 31, 2005, the Company reported that its internal controls were ineffective
and did not make any additional qualifying statements implying that internal controls were effective except for the identified material weaknesses.

 Consolidated Financial Statements

 1. Summary of Significant Accounting Policies

 (a) Basis of presentation and
description of the business

4.
We note the disclosure indicating that on December 31, 2004, the Company combined its joint venture interest in Minda IMPCO Limited and Minda IMPCO Technologies Limited which
resulted in a 50% interest in Minda IMPCO Limited. We further note that the Company no longer consolidates Minda IMPCO Technologies Limited and uses the equity method to report the results of Minda IMPCO Limited. Please explain in further detail why
the Company previously consolidated these entities but no longer believes consolidation is appropriate at December 31, 2004. Your response should explain in detail the nature of any changes in ownership or control relationships that occurred as a
result of combining these interests and should explain why management believes its prior accounting treatment (i.e., consolidation) as well as its current treatment (i.e., equity accounting) is appropriate.

 Response:

 In 2002, the Company’s established two joint ventures in India
(separate legal entities) with an Indian partner, Minda, Ltd. (“the Partner”), a major manufacturer of automotive parts serving the Indian market. The Company held a 60% interest in Minda IMPCO Technologies, Ltd. (“MIT”) and a
40% interest in Minda IMPCO Ltd. (“MIL”). Prior to December 31, 2004, the Company accounted for the 60% owned entity, MIT, on a fully consolidated basis (less a minority interest) and the 40% owned entity, MIL, using the equity method of
accounting. The Company based its historical accounting policy on the respective percent ownerships of each joint venture.

 The Company and the Partner agreed to rearrange the ownership interests, as of December 31, 2004, such that IMPCO and the Partner would each have a 50%
ownership in MIL, the combined entity consisting of the operations of both MIL and MIT. At December 31, 2004, the Company no longer fully consolidated the balance sheet for MIT and established equity accounting for the combined entity. The statement
of operations for MIT was consolidated into the Company’s financial results for all of 2004. For 2005, the results of the combined entity are recognized using the equity method. The criteria that the Company used to support its position to no
longer consolidate MIT at December 31, 2004 and use the equity method for the combined entity was based on the Company’s lack of effective control over the combined entity. The Company believes that it has significant influence but not
effective control due to the facts that (1) the Company does not have the power to elect a majority of the combined entity’s directors (2) the operational and day-to-day control of the combined entity is controlled by the Partner and (3)
budgets and plans are developed by the Partner.

5.
In addition, you should also explain in further detail why you previously consolidated your Mexican operations but will no longer do so effective December 31, 2004.

 Response:

 On December 31, 2004, the Company established a joint venture in Mexico with
an American partner, Clean Fuels USA, Inc. (the “Partner”) in which IMPCO and the Partner would each hold a 50% ownership share in the newly formed entity, IMPCO-BRC Mexicano (“IBM”). The Company plans to eventually close its
wholly owned subsidiary in Mexico, Grupo I.M.P.C.O. Mexicano (“GIM”) as soon as IBM is successfully established, and will continue to consolidate GIM until the date of closure. At December 31, 2004 and during 2005, the Company recognized
its interests in IBM using the equity method. The Company’s decision to use the equity method for the recognition of IBM results is based on the lack of effective control. The Partner has assigned the general manager for IBM, the Partner is
responsible for the development of internal budgets and plans and control over the board of directors is on an annual rotating basis. IMPCO believes that it has significant influence but not effective control over the operations of IBM. As stated in
the Form 10-K and Form 10-Q, the Company reports the results of GIM on a consolidated basis.

 (f) Intangibles arising from acquisitions

6.
We note the disclosure indicating that the Company recognized an i