SecProbe.io

July 5, 2011
 William Scari, Esq. Pepper Hamilton LLP 400 Berwyn Park 899 Cassatt Road Berwyn, PA 19312-1183
Re: Techprecision Corporation
 Schedule TO-I  Filed June 29, 2011  File No. 005-81009
Dear Mr. Scari:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Schedule TO-I

Exhibit (a)(1)(i) – Offer to Amend

General

1. The initial expiration da te of the offer has been stated in error in numerous locations, as
has the length of the initial offering period.  To the extent the offer has been correctly
scheduled to expire on July 28, 2011, please revise  to indicate the da y of expiration is a
Thursday and not a Friday.  In  addition, the offer appears to have commenced on June 29.
If the offer commenced on June 29 and expires on July 28, the offer period will extend beyond 20 full business days.  Please make corresponding revisions throughout the offer
document to the extent necessary.

William Scari, Esq.
Pepper Hamilton LLP
  July 5, 2011   Page 2

 Potential Risks and Disadvantages of the Offer, page 7

2. Revise to expressly state the consequences to the option holders if the “Incentive Stock
Option Status” is lost.  Refer to Item 11 of Schedule TO and corresponding Item 1011(b)
of Regulation M-A.
3. Revise to briefly summarize the risks to any security holder of not participating in the
offer and thereby maintaining the status  quo with respect to  existing options.
 Procedures for Accepting Offer, page 7

4. We noticed the assertion that determinations made by the issuer rega rding the validity of
tenders will be final and binding.  Revise to indicate that option holders may challenge
the issuer’s determinations in a court of competent jurisdiction.  Withdrawal Rights, page 8

5. Please revise to state the existence of the withdrawal rights that  option holders have
available pursuant to  Rule 13e-4(f)(2)(ii).
 Conditions of the Offer, page 8

6. We note the representation th at the issuer may assert the conditions regardless of
circumstances, including any action or inac tion by the issuer gi ving rise to such
condition.  All offer conditions must be reason ably specified and outside the control of
the issuer.  Please revise.
7. We note the representation th at the determination of wh ether a condition has been
satisfied will be within the “sole judgment” of the Board, and that one of these conditions
relates to the Board’s discretion to  conclude that the offer is not in the best interests of the
issuer.  All offer conditions must be reasona bly specified and outside the control of the
issuer.  Please revise.  Extension of the Offer; Termination; Amendments, page 10

8. The disclosure in this section indicates the is suer reserves the right to terminate the offer
“in its sole discretion” prior to the date of  termination.  Please re vise to remove the
implication that the offer may be termin ated at any time and for any reason and
regardless of whether any of the offe r conditions have been triggered.

William Scari, Esq.
Pepper Hamilton LLP
  July 5, 2011   Page 3

 Miscellaneous, page 10

9. The disclosure implies that the offer is not being made to, and tenders will not be
accepted from, certain option holders who reside  in a jurisdiction where the issuer cannot
comply with that jurisdiction’ s applicable law.  The all- holders provision in Rule 13e-
4(f)(8)(i) requires that the te nder offer be open to all target  security holders, including
persons located in foreign jurisdictions.  While the issuer is not required to disseminate the offer materials in jurisdictions outside of  the United States, the statement that tenders
from security holders in certain jurisdictions  will not be accepted is impermissible.  See
Section II.G.1 of Release No. 34-58597.  To the extent that the issuer intended to limit
the offer solely in reliance on Rule 13e-4(f )(9)(ii), please clarify that point in any
response letter, but otherwise please revise to ensure comp liance with Rule 13e-4(f)(8).

Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the issuer and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the issuer
acknowledging that:
 the issuer 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 issuer 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.

You may contact me at 202.551.3266 re garding any of the comments  and related matters.

Sincerely,
     /s/ Nicholas P. Panos
        S e n i o r  S p e c i a l  C o u n s e l          O f f i c e  o f  M e r g e r s  &  A c q u i s i t i o n s