SecProbe.io

August 8, 2007

MAIL STOP 3561

via U.S. mail and facsimile

James G. Reindl, Chief Executive Officer
Techprecision Corporation
One Bella Drive
Westmenster, MA

Re:  Techprecision Corporation
Form SB-2, Amendment 3 filed July 6, 2007
File No. 333-133509
1934 Act Forms:
8-K’s dated 2-08-07, 2-20-07 and 6-26-07;
10-QSB filed 12-14-07 for the Quarter Ended 12-31-06;
10-KSB/A filed 6-15-07 for Year Ended 3-31-06;
10-QSB/A filed 6-15-07 for the Quarter Ended 6-30-06;
10-QSB/A filed 6-15-07 for th e Quarter Ended 9-30-06;
10-QSB/A filed 6-15-07 for th e Quarter Ended 12-31-06; and
10-KSB initial filing on 7- 02-07 for Year Ended 3-31-07
 File No. 0-51378

Dear Mr. Reindl:

 We have the following comments on your  filings. Where indicated, we think you
should revise your documents in response to these comments.  If you disagree, we will
consider your explanation as to why our co mments are inapplicable or revisions are
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After revi ewing this information, we may or may
not raise additional comments.

 Please understand that the purpose of our re view 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 on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 2
General
1. We reissue comment four of our letter  dated January 19, 2007.  Please file on
EDGAR a marked copy with each amendment reflecting the changes made in that amendment.

Prospectus Summary, page 3
2. We note your response to comment seven of  our letter dated Ja nuary 19, 2007.  It
appears that since six months have passed from the issuance of the warrants they
may be subject to the cashless exercise pr ovisions.  Provide clear disclosure if
true, that the warrant holders may utilize cashless exercise of the warrants at any point prior to the effectiven ess of the registration statem ent.  Lastly, update as of
the most recent practicable date the amount  of warrants subject to this registration
statement that have elected cashless exercise  or that have indicated they will elect
cashless exercise prior to effectiven ess of the registration statement.
3. We note that you indicate you have  10,049,000 shares of common stock
outstanding.  The principal shareholders  table seems to reflect over 11 million
shares held by affiliates.  If individuals he ld in the table are deemed the beneficial
owners of the same shares or if any of the amount reflected in the table relates to warrants or other securities that reflect the right to acquire common stock, please
clearly reflect in a footnote to the principal stockholders table.

Risk Factors, page 8
4. The prior risk factor relating to the ba nkruptcy of your predecessor would appear
to still be a material risk, especially in  light of the net income for only the recent
fiscal year and the increased costs to the company upon its commencement as a reporting company, as clearly indicated in the risk factors section.  Therefore,
please add back the risk f actor relating to the bankruptcy of your predecessor and
discuss in greater detail the potential risk to your busine ss.  Add back disclosure
throughout the prospectus – for exampl e the MD&A and business sections.
5. Revise the last risk factor on page 10 to clearly discuss the past delays and
postponements on specific contracts, as had been discussed in earlier
amendments.  Also, revise the risk factor  to reflect the risk associated with
postponements and delays, rather than the general statemen t currently listed.

MD&A, page 22
6. We note your response to comment 17 of our letter dated January 19, 2007.  Please describe in detail what is covered by the limited guarantee.  In addition, we note that the appraisal was provided by Avery Associates.  Clarify any
relationship between Avery Associates a nd the individuals pa rticipating in the

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 3
purchase of your facilities.  Lastly, it a ppears that the short term loan has been
refinanced.  Clarify whether the limited guarantee or any other similar provisions continued or were added as part of the refinancing.  We  may have further
comment.

Business, page 37
7. We note the following statement on page 38:  “We are one of two companies
currently capable of machining one-pi ece aluminum domes to close tolerance
specifications.”  Disclose the basis fo r your assertion.  We may have further
comment.
8. We note the disclosure that in Februa ry 2007 you settled certain claims against
the escrow fund.  Disclose the claims that  resulted in the settlement and discuss
the impact it has had or may have  upon operations, as relevant.

Environmental Compliance, page 40
9. In light of the environmental concerns , consider adding a risk factor.  Add
disclosure throughout the pr ospectus – in particular in the summary and the
MD&A.  Also, disclose the remediation costs through the most recent financial
statements, March 31, 2007.
10. On page 41, please disclose whether or  not you have resolved all matters
regarding the environmental conditions in the vicinity of the metal chip bins.
11. Disclose the date the action was institute d.  Also, explain the statement that the
company will “vigorously consent the claimed penalty.”
12. We note the confidential treatment for portions of two purchase orders.  The
request for confidential treatment will be reviewed and comments will be issued
separately.
13. We reissue comment 25 of our letter dated January 19, 2007.  The discussion of
environmental compliance focuses on the non-compliance problems that the company has been made aware of, rather than discussing the cost and effects of
compliance with these laws.  For exam ple, clarify whether you have ongoing
costs associated with environmental laws  and whether material changes in these
costs are likely to change as a result of the problems identified in this section.

Executive Compensation, page 45
14. Disclose the dollar amount reflected in  all other compensation for 2007 for Mr.
Reindl that relates to payments under the management agreement to

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 4
Techprecision LLC.  Provide clear disclosu re consistent with Item 402(b)(2)(ix)
of Regulation S-B.

Recent Sales of Unregister ed Securities, page II-2
15. We reissue comment 34 of our letter  dated January 19, 2007.  Discuss the
sophistication of the invest ors in each transaction, ot her than the February 24,
2006 transaction where you clearly state th e investors are accredited investors.

Consolidated Financial Statements

General
16. Please provide a current accountant’s consent in any amendment and note the updating requirements of Item  310(g) of Regulation S-B.

Report of Independent Registered  Public Accounting Firm, F-2
17. We note the third paragraph of the audit re port refers to your financial position as
of March 31, 2006.  Please revise to provide an audited balance sh eet for that date
or advise your auditors to revise their report accordingly.

Consolidated Statement of Cash Flows, F-6
18. Tell us about your purpose of including th e notation “do you need a separate line
item for payment of mortgage loan sin ce we have a line item for the mortgage
loan” as disclosed in your cash flows from  financing activities or remove such
statement.

Exhibits
19. We note the reference on page 13 to the amended registration rights agreement.
Please file this amended agreement as an exhibit and provide cl ear disclosure of
the material terms of the amendment in the prospectus.
20. We reissue comment 37 of our letter dated January 19, 2007.  Revise the legality opinion to state the number of securities being regist ered for resale and upon
which counsel opines.

Exchange Act Filings
21. Revise the Form 10-KSB for the year ended March 31, 2007 to conform to the applicable changes to the Form SB-2.

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 5
Sarbanes-Oxley Section 302 Certifications
22. Please confirm that, in all future Exchange Act filings, you will refer to your “most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report)” in paragraph 4c of  your Sarbanes-Oxley Section 302
Certifications.

Closing Comments

As appropriate, please amend your filings in response to these comments.  You
may wish to provide us with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested suppl emental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

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 re spective responsibilitie s under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.

We direct your attention to Rules 46 0 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 leas t two business days in advance of the requested effective
date.

 You may contact Ethan Horowitz (2 02) 551-3311 if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Susann Reilly at (202) 551-3236 with other questions.

Sincerely,

John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc:  Asher S. Levitsky, Esq.
By facsimile to (212) 930-9725