SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 25, 2010

via U.S. mail and facsimile

Louis A. Winoski, Chief Executive Officer  Techprecision Corporation  1 Bella Drive Westminster, MA 01473
 RE: Techprecision Corporation
  Form 10-K for the Fiscal  Year Ended March 31, 2009
  Filed June 25, 2009   Form 10-Q for the Fiscal Qu arter Ended September 30, 2009
  File No. 51378
Dear Mr. Winoski:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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.
 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 telephone numbers listed at the end of this letter.

Mr. Winoski
Techprecision Corporation  January 25, 2010 Page 2  Form 10-K for the Fiscal Year Ended March 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 7
 General

1. We note GT Solar, your largest customer , cancelled the majority of its open
purchase orders, reducing the total purchase commitment by approximately $16.8
million in April 2009.  In future filings please provide a quantified analysis of the impact on current periods and the expected  impact on future operations from the
cancellation of the purchase orders a nd other known material trends and
uncertainties affecting future sales to th is customer.  Your analysis should also
address the potential impact on your abil ity to fund operations, service debt
obligations, comply with covenants, use f unds under lines of credit, etc.  Refer to
Section 501.04 and 501.12 of the Financial Reporting Codification for guidance.

Contractual Obligations, page 15

2. To increase the transparency of cash flow, in future filings please revise your
table of contractual obligations to include  scheduled interest payments.  To the
extent that the interest rates ar e variable and unknown, you may use your
judgment to determine whether to include estim ates of future variable rate interest
payments in the table or in a footnote to the table.  Regardless of whether you
decide to include variable rate estimated interest payments in the table or in a
footnote, you should provide appropriat e disclosure with  respect to your
assumptions.

Note 12 – Capital Stock, page F-21
3. In future filings, please disclose the nu mber of common shares underlying shares
of preferred stock outsta nding at the end of the pe riod, based on the current
conversion rate (i.e. the number of common shares the preferred stock is
convertible into).  Also, please disclose  the number of warrants outstanding as of
the end of the period.  Please provide us with a detailed schedule supporting your
diluted EPS calculation for the year ending March 31, 2009, and the six months
ending September 30, 2009.

Mr. Winoski
Techprecision Corporation  January 25, 2010 Page 3  Exhibit 23. 1

4. It appears your consent should be date d June 24, 2009, rather than June 24, 2008.
Please amend your filing to provide a properly dated consent from your auditors.

Form 10-Q for the Fiscal Qu arter Ended September 30, 2009
 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 16
 Liquidity and Capital Resources, page 22

5. We note that you identify the components that resulted in a si gnificant decrease in
your cash flows from operations for the six months ended September 30, 2009.  In
future filings please expand this disclosure to discuss the underlying reasons for changes in these components, with speci fic discussions for accounts receivable,
cost incurred on uncompleted contracts, accounts payable, accrued expenses and
customer advances.

Item 4T – Controls a nd Procedures, page 23

6. In your Forms 10-Q for June 30, and Se ptember 30, 2009, you disclose that your
management concluded that disclosure cont rols and procedures were effective “to
ensure that information required to be disclosed by us… is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.”  Th is is only part of the definition of
disclosure controls and procedures in Ex change Act Rule 13a-15(e).  Please tell
us whether your officers also concluded your disclosure controls and procedures
were effective at each evaluation date to  ensure that information required to be
disclosed in the reports that you file  or submit under the Exchange Act is
accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding
required disclosure.  In future filings , please include the entire definition of
disclosure controls and procedures or om it the partial definition and refer to the
rule.
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.

Mr. Winoski
Techprecision Corporation  January 25, 2010 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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 their
filings;
• 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 secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement 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 Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f