SecProbe.io

November 1, 2012

Via E -mail
Mr. Richard F. Fitzgerald
Chief Financial Officer
TechPrecision  Corporation
3477 Corporate Parkway, Suite 140
Center Valley, PA 18034

Re: TechPrecision Corporation
 Form s 10-K and 10 -K/A
Filed July 16 , 2012
File No. 0-51378

Dear Mr. Fitzgerald :

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 within ten business days 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 circumstances, ple ase tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K/A filed July 16, 2012

Management’s Discussion and Analysis, page 16

Results of Operations, pa ge 20

1. You state , “Gross margins during fiscal 2012 were lower due to the erosion of
substantially all estimated gross profit plus $2.4 million of contract  losses incurred on
new first article production and prototyping at Ranor.”  However, you do not discu ss why
gross profit dollars have eroded, nor do you explain the increase in cost of sales for fiscal
2012.  Please advise and revise future filings accordingly.

Liquidity and Capital Resources, page 22

2. We note from page F -13 that costs incurred on unc ompleted contracts and billings on
uncompleted contracts each increased 37% during fiscal 2012, compared to an increase in

Mr. Richard F. Fitzgerald
TechPrecision  Corporation
November 1 , 2012
Page 2

 sales of only 3%.  Please tell us and revise future fi lings to: i) explain the reason s for the
increases in these accounts; and ii)  quantify how much of the costs incurred on
uncompleted contracts at March 31, 2012 and June 30, 2012 were subsequently billed
and collected.

Debt Facilities, page 23

3. You disclose that in connection with the Eleventh Amendment to the Revolving Note that
the leverage ratio covenant remained in effect.  Please tell us and revise future filings to
disclose your actual leverage ratios at March 31, 2012 and June 30, 2012.  We note from
page 11 of the June 30, 2012 Form 10 -Q only that you were “in compliance” t herewith at
June 30, 2012.  In future filings as applicable, please revise to disclose the required
minimum/maximum ratios or amounts for each of your financial covenants and the actual
ratios or amounts achieved for each financial covenant as of the most recent balance sheet
date.  This disclosure will allow an investor to easily understand your current status in
meeting your financial covenants.  Refer to Sections 501.13.b.2 and 501.13.c. of the
Financial Reporting Codification for guidance.

4. You also dis close , “Without the execution of the Eleventh Amendment for the applicable
periods the Company would have been required to reclassify all of its long -term debt as a
current liability at March 31, 2012. In addition, if the lender had demanded repayment
and c aused the debt to be considered a short -term obligation, the Company would have
been unable to pay the obligation because the Company does not have existing facilities
or sufficient cash  on hand to satisfy these obligations.”  Please explain to us your bas is
for not reclassifying this long -term debt to a current liability at March 31, 2012.  Refer to
ASC 470 -10-45-1 and 470 -10-55-6.  Regarding the latter ASC reference, explain your
basis for your statement on page 24 that you believe you will remain in comp liance with
all of the revised covenants through at least June 30, 2013.  We may have further
comment.

5. Finally, you state that “Although there will be no testing of the ratio of earnings available
to cover fixed charges and the interest coverage covenant testing for the fiscal quarters
ended at June 30 and September 30, 2012, the Bank will require that the Company have
EBIT (earnings before interest and taxes) greater than $1 for the fiscal quarter ended
September 30, 2012.”  Please tell us and revise futu re filings accordingly to state the
adverse consequences should your EBIT not be greater than $1 as of September 30, 2012.
In this regard, we note you have reported apparent loss before interest and taxes for at
least each of the two quarters ended June 3 0, 2012.

Note 2 – Significant Accounting Policies, page F -8

6. We note the Reclassification section herein, which mentions “costs incurred on
uncompleted contracts, in excess of progress billings and accrued expenses on the
consolidated balance sheet, prov ision for contract losses and costs incurred on

Mr. Richard F. Fitzgerald
TechPrecision  Corporation
November 1 , 2012
Page 3

 uncompleted contracts, in excess of progress billings on the consolidated statement of
cash flows, and Notes 4 and 7  have been adjusted to conform to the current year
presentation.” Please tell us and revise future filings to clearly disclose how the prior year
presentations have been conformed to the current year presentations.  Also, tell us and
revise future filings, for each project for which a material loss has been recorded: i)
describe the nature of the project and the custom er; ii) the date the project commenced
and the estimated completion dates; iii) the total value of the project; iv) the profit/loss
recorded to date; v) the estimated costs to completion; and vi) the material factors causing
the loss and the factors constr aining the Company’s ability to manage these factors.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our c omments, please provide  a written 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 forecl ose
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.

You may contact Jenn Do at (202) 551-3743 , Al Pavot at (202) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief