SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
September 25, 2007

via U.S. mail and facsimile

Grant C. Bennett President and Treasurer CPS Technologies Corporation 111 South Worcester Street P.O. Box 338 Chartley, MA 02712-0338

 Re: CPS Technologies Corporation
                 Form 10-K for Fiscal Year Ended December 30, 2006
                 Form 10- Q for the Fiscal Quarter Ended June 30, 2007
                 File No. 000-16088

Dear Mr. Bennett:   We have reviewed the above referenced filings and have the following comments. Please note we have limited ou r review to only your financial statements and related
disclosures and do not intend to expand our re view to other portions of your document.
We may ask you to provide us with suppl emental information so we may better
understand your disclosure. Please be as detail ed as necessary in your explanation. After
reviewing this information, we may raise additional comments.
  Please understand 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 any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended December 30, 2006

 Liquidity and Capital Resources

 1. Please revise your liquidity and capital reso urces disclosures, in future filings, to
discuss the underlying reasons for the changes in the account balances that
affected your cash flows for the year.  In  this regard,  your current disclosure
appears to be a recitation of financial statement balances.  Refer to guidance presented in Part IV of SEC Release 33-8350, Commission Guidance Regarding

Grant C. Bennett
CPS Technologies Corporation
September 25, 2007 Page 2
Management’s Discussion and Analysis of  Financial Condition and Results of
Operations .  For example, please disclose why your accounts receivable increased
137% from December 31, 2005 to December 31, 2006 while your total revenue only increased 66% in 2006.  Consider di sclosing your days sales outstanding
year over year to allow y our readers to better underst and the increase in your
accounts receivable.  Also e xplain the significant increase in your inventory and
accounts payable balances year over year.  These are illu strative examples and are
not comprehensive.
 (2)(g) Summary of Significant Accoun ting Policies, Revenue Recognition

 2. In future filings, please disclose the am ount of your consigned inventory at the
end of each period presented.  In this regard, we note your inventory balance increased from $746,743 at December 31, 2005 to $1.4 million at June 30, 2007
which you indicated in your Form 10-Q for June 30, 2007 was a result of an increase in consignment inventory.
 3. We note your disclosure in the business s ection that discusses the fact that your
customers purchase prototype and evaluation quantities of your products before purchasing production volumes.  Please tell us the terms of these arrangements,
including any return rights the customers may have if they are not satified with
the prototypes or acceptance provisions th at purport to be for trial or evaluation
purposes and how you have considered th ese rights when recognizing revenue.
Tell us how you revenue recognition for these items complies with SAB Topic
13A3.

(10) Concentrations of Credit Risk, Significant Customers and Geographic Information

 4. We note your discussion under Specific Mark ets and Products that you discuss in
detail; Lids and Heat Spreaders for High-Performance Microprocessors,
Application-Specific Integrated Circuits and Other Integrated Circuits, Wireless
Communications Infrastructure Applications, Motor Controller Applications, and Other Electronics Applications.  In a ddition, we note your disclosures in your
Form 10-Q for the quarterly period ended June 30, 2007, under Results of
Operations for the Second Fiscal Quarte r of 2007 Compared to the Second Fiscal
Quarter of 2006, that, “revenue growth wa s strongest in lids a nd heat spreaders,
revenue from baseplates used in motor controllers also incr eased while revenue
from cellular telephone basesta tions declined.”  In light of the above, tell us what
consideration you have given to providing revenue information by product pursuant to paragraph 37 of SFAS 131.

Grant C. Bennett
CPS Technologies Corporation September 25, 2007 Page 3
As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter on EDGAR that keys your response to our comment and provides any requested supplemental information.  Detailed response letters great ly facilitate our review.  Please understand that we may
have additional comments after revi ewing your response to our comment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ryan Rohn at (202 ) 551-3739, Melissa Rocha at (202) 551-
3854, or me at (202) 551-3355, if you have  questions regarding comments on the
financial statements and related matters.
Sincerely,

Terence S. O’Brien Branch Chief