SecProbe.io

MAIL STOP 3561
                                                                          March 10, 2006

Mr. James G. Reindl
Chairman
Techprecision Corporation
1 Bella Drive
Westminster, MA  01473

Re: Techprecision Corporation
Form 8-K
Filed March 10, 2006
File No. 000-51378

Dear Mr. Reindl:

 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 information so we may better
understand your disclosure.  After reviewing this information, we may raise additional
comments.

 Please understand that 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 number listed at the end of this letter.

Form 8-K filed March 10, 2006

1. Please revise to include disclosures related to the audit opinion on the financial statements for the period ended April 30, 2005 in accordance with Item 304(a)(1)(ii)
of Regulation S-B
2. Please file an updated letter from Marcum & Kliegman LLP as an Exhibit 16 in
accordance with Item 304(a)(3) of Regulation S-B. This letter should reflect their
agreement or disagreement with any disclosures in your amended Form 8-K filing.

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to

James G. Reindl
March 10, 2006
Page 2

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 information.  Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  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 information required under
the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

 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 comments as a 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3390

      S i n c e r e l y ,

      Brian K. Bhandari
      Staff Accountant