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    Techprecision
      Corporation

    Bella
      Drive

    Westminster,
      MA 01473

    June
      15,
      2007

    Securities
      and Exchange Commission

    Washington,
      DC 20549

    Mail
      Stop
      3561

    Attention:
       John
      Reynolds, Esq. Assistant Director

            Re:

              Techprecision
                Corporation

                Form
                  10-QSB/A for June, September and December 2006

                File
                  No. 0-51378

    Ladies
      and Gentlemen:

    Techprecision
      Corporation (the “Company”), is filing amendment No. 1 to its Form 10-QSB for
      the quarters ended June 30, September 30 and December 31, 2006 in response
      to
      the questions raised by the staff of the Commission in its letter of comments
      dated January 19, 2007 issued in connection with its registration statement
      of
      Form SB-2, File No. 333-133509. Set forth below is the Company’s response to
      comments. The comment numbers refer to the comments in the January
      19th
      letter.
      We are only responding to comments that relate to the 10-QSB/A
      filings.

    Management’s
      Discussion and Analysis, page 23

    Overview,
      page 23

              15.

              On
                the bottom of page 23 you state your gross margin increased from
                10.5% to
                16.1% during the six months ended September 30, 2006. Based on the
                amounts
                reported in the statement of operations it appears the gross margin
                percentages as of September 30, 2005 and 2006 were 13.9% and 21%,
                respectively. Please revise or
                advise.

    The
      MD&A in the Form 10-QSB/A for September 2006 reflects the gross margin for
      the six months ended September 30, 2006 and 2005 at 21% and 14%,
      respectively.

              16.

              Explain
                the statement that “Ranor and its predecessor had traditionally performed
                services on relatively low margins since the customer demanded more
                services without an increase in
                cost.”

    The
      language has been changed to reflect the fact that, during the time prior to
      Standard’s bankruptcy, largely because of problems affecting Standard at the
      management level, in order for the predecessor to generate business it has
      to
      agree to perform additional services without charge. These factors no longer
      affect the Company’s business.

              17.

              State
                the appraised value of the real estate; clarify when the appraisal
                was
                obtained, and state who provided the appraisal. Also, explain the
                nature
                of the limited guarantee provided by Mr.
                Levy.

    The
      appraisal, made by Avery Associates, was obtained in the fall on 2005 and is
      based on an appraisal of the fair market value at October 31, 2005. The amount
      of the appraised value and the nature of Mr. Levy’s limited guarantee are also
      described in the MD&A under “Overview.” Mr. Levy’s limited guaranty is
      described in the December 2006 Form 10-QSB/A, since it was issued in connection
      with the October 2006 refinancing.

        Securities
          and Exchange Commission

        June
          15,
          2007

        Page
          2

              18.

              We
                reissue prior comment 29 from our letter dated October 11, 2006.
                Discuss
                the change in selling, administrative and other expenses for the
                years
                ended March 31, 2006 and 2005.

    The
      discussion has been expanded to include more a detailed discussion about the
      factors that affected the changes in selling, administrative and other expenses
      for those years.

    Statement
      of Cash Flows, page 6

              27.

              We
                have read your supplemental response to our prior comment 59 citing
                footnote 1 to item 7 of SFAS 95. This footnote states the funds must
                be
                available for withdraw “at any time without prior notice.” Since you must
                go through a claim procedure to withdraw your funds whereby your
                request
                can be disputed and ultimately rejected, it does not appear you can
                withdraw funds at any time without prior notice. Please revise to
                exclude
                restricted cash from the cash and cash equivalents total in the statement
                of cash flows.

    The
      statements of cash flows have been revised to exclude restricted cash from
      the
      cash and cash equivalents.

    Notes
      to the annual financial statements, page F-8

              28.

              With
                respect to our previously issued comments, it appears you have made
                certain revisions to the notes to the interim financial statements
                and
                non-financial statement portion of the document. However, the notes
                to the
                annual financial statements have not been amended. Please revise
                the notes
                to the annual financial statements to address our previous comments
                56,
                57, 63 and any other items noted
                below.

    The
      notes
      to the consolidated financial statements for the year ended March 31, 2006
      have
      been amended in response to the comments of the staff. In
      particular:

          ·

            The
              statements of operation disclose on its face major components of general
              and administrative expenses, with appropriate footnote
              disclosure.

          ·

            Note
              2 has been revised to correct a typographical error in the number of
              shares issued. The correct number is 7,997,000
              shares.

          ·

            In
              Note 4 has been revised to include language that the
              advance billing and deposits includes down payments for acquisition
              of
              materials and progress payments on contracts. The Company’s agreements
              with its customers allow the Company to offset the progress payments
              against the costs incurred.

    Note
      1
      - Significant Accounting Policies, page F-8

    Revenue
      Recognition, page F-9

              29.

              We
                note your response to our prior comment 60 stating it is already
                disclosed
                that “the unit of delivery method requires the existence of a contract
                to
                provide the persuasive evidence of an arrangement and determinable
                seller’s price, delivery of the product and reasonable collection
                prospects.” However, your current disclosure does not articulate these
                points. Please revise to provide transparent disclosure addressing
                the
                four criteria outlined in SAB Topic
                13.

        Securities
          and Exchange Commission

        June
          15,
          2007

        Page
          3

    The
      footnote disclosure under “Revenue
      Recognition and Costs Incurred”
has
      been revised to state that the unit of delivery method requires the existence
      of
      a contract to provide the persuasive evidence of an arrangement and determinable
      sellers’ price, delivery of the product and reasonable collection
      prospects.
      The
      Company has written agreements with the customers that specifies contract prices
      and delivery terms . The company recognizes revenues only when the collection
      prospects are reasonable.

              30.

              We
                have read your response to our prior comment 61 which addressed revenue
                recognition with respect to component installations. Since your response
                to this comment addressed engineering services as opposed to component
                installations, please explain to us if you consider component
                installations to be a part of the overall engineering services you
                provide. On page 26 of MD&A. you state you derive revenues from the
                fabrication of components, the precise machining of the components
                including engineering services, and the installation of such components.
                It thus appears to us there are three different, revenue streams.
                Please
                tell us if revenues from component installations are significant
                and if
                so, revise your revenue recognition policy to address this revenue
                stream
                and also revise to separately state these revenues on the statement
                of
                operations.

    The
      Company has only one stream of revenue. The fabrication, engineering services
      and installation are three aspects of the work we perform and not different
      revenue streams. Although certain contracts may require only engineering
      services, these contracts, in the aggregate, are not material in relation to
      sales.

    Note
      9
      - Restricted Cash - Indemnification Obligations from Escrow, page
      F-17

              31.

              We
                note your response to our prior comment 65. However, you have not
                addressed our request for an explanation as to how you have addressed
                the
                guidance in SAB Topic 5Y and SOP 96-1. Please review the guidance
                included
                therein and revise your footnotes to include the required
                disclosures.

    The
      notes
      to the financial statements reflect the costs and work relating to environmental
      compliance. In the quarter ended June 30, 2006, the Company hired an
      environmental consultant at a cost of $81,400. This consultant outlined the
      requirement for the construction of a shed to protect the Company’s machining
      chips. The Company has since constructed an appropriate shed to store scrap
      materials and protect the surrounding soil from any potential seepage. The
      Company had planned to make a claim for construction costs under the escrow
      agreement, based on a breach of the former shareholders’ (sellers’)
      representations and warranties relating to environmental compliance. This claim
      has been made and, in February 2007, the Company received $500,000 is full
      settlement of the claim.

    This
      disclosure meets the requirements of Topic 5.Y and SOP 95-1. It discloses the
      nature, cost and timing of remediation. The remediation entailed the
      construction of a shed to store scrap materials, soil remediation along with
      the
      development of hazardous spill containment plans and storm water run-off plans.
      The construction was completed at the estimated cost and the cost was paid
      from
      the funds left in escrow by the former shareholders. It is to be noted that
      there were no unasserted claims to require any accrual or might affect the
      magnitude of the contingency or uncertainties with respect to joint and several
      liability that may affect the magnitude of the contingency. The above note
      discloses the nature and the responsible parties and that the contingent expense
      of $81,400 was recovered through an indemnification arrangement and there is
      no
      uncertainty regarding the legal sufficiency of escrow funds. The time frame
      for
      the payout of the amounts is stated. It is disclosed that there is only one
      component to the liability and the amount of liability was exactly determined.
      Since the remediation was accomplished and paid for, there was no need to
      consider discounting future costs, future site restoration costs, post--closure
      costs, and monitoring commitments, or other exit costs that may
      occur.

      Securities
        and Exchange Commission

      June
        15,
        2007

      Page
        4

    Note
      14- Capital Stock, page F-20

              32.

              We
                note your response to our prior comment 69 including your accounting
                analysis with respect to EITF 00-19. We did not note any discussion
                of
                EITF 05-4 as previously requested. With respect to your reference
                to
                section 5(e) of the warrant agreement, please note that as of March
                31,
                2006, and June 30, 2006, the warrant holder was still permitted to
                make a
                cashless exercise since the original issuance date of the warrants
                was
                February 24, 2006. As such, the instrument appears to meet the definition
                of a derivative in paragraph 6 of SFAS 133. Also, you state under
                the
                provision of section 5(e), the warrant holders will be given unregistered
                shares. Since the registration rights agreement requires the company
                to
                settle in registered shares, it does not appear the company would
                be
                permitted to issue unregistered shares. We reiterate our request
                for you
                to explain your accounting treatment with respect to EITF
                05-4.

    The
      terms
      of the warrants themselves do not require the issuance of registered shares.
      The
      registration rights agreement does not require that the warrants be settled
      in
      registered shares. Rather, the registration rights agreement requires the
      Company to register the shares, and, failing such registration, to pay
      liquidated damages. Liquidated damages under the registration rights agreement
      are payable in shares of series A preferred stock, and not in cash, and there
      is
      a ceiling on the number of shares of series A preferred stock can be issued.
      In
      fact, the warrants, which provide that there are cashless exercise rights,
      expressly contemplate the possibility that the warrants may be settled in
      unregistered shares. Section 5(e) of the warrant reads as follows: “The
      holder of this Warrant may
      not
make
      a
      Cashless Exercise (i)
      during the six (6) months following the Original Issue Date and (ii) thereafter
      if the sale by the Holder of the Warrant Shares is covered by
      an
      effective registration statement.”
      EITF
      05-4
      applies only if there is a registration right penalty attached to the warrants.
      No liquidated damages right is attached to the warrants. Since
      the
      cashless exercise right only applies after August 24, 2007 if the Warrant Shares
      are not covered by a registration statement, the only consequence, under the
      terms of the warrant, for failing to register the Warrant Shares is that the
      holder has cashless exercise rights.

    Since
      the
      Company did not meet the required level of EBITDA for the year ended March
      31,
      2006, the conversion price of the series A preferred stock and the exercise
      prices of the two sets of warrants were reduced by 15%. This adjustment was
      made
      in the quarter ended June 30, 2006. As a result, the financial statements in
      the
      t