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United States securities and exchange commission logo





                            May 14, 2024

       Alexander Shen
       Chief Executive Officer
       TechPrecision Corporation
       1 Bella Drive
       Westminster, MA 01473

                                                        Re: TechPrecision
Corporation
                                                            Registration
Statement on Form S-1
                                                            Filed on May 3,
2024
                                                            File No. 333-279091

       Dear Alexander Shen:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1 filed on May 3, 2024

       General

   1.                                                   We note that you are
incorporating by reference various reports and registration
                                                        statements previously
filed with the Commission. We also note that you have not filed an
                                                        annual report on Form
10-K for your most recently completed fiscal year. Please advise
                                                        on your eligibility to
incorporate by reference on Form S-1 given general
                                                        instruction VII(C) to
Form S-1, which states that a registrant must have filed an annual
                                                        report required under
Section 13(a) or Section 15(d) of the Exchange Act for its most
                                                        recently completed
fiscal year in order to use incorporation by reference on Form S-1.
   2.                                                   Please revise your
registration statement to include the executive compensation
                                                        disclosures required
for the fiscal year ended March 31, 2024. Refer to
                                                        Item 402(n)(1) of
Regulation S-K and Question 117.05 of the Regulation S-K Compliance
                                                        and Disclosure
Interpretations.
 Alexander Shen
TechPrecision Corporation
May 14, 2024
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at
202-551-3641 with
any other questions.



                                                           Sincerely,
FirstName LastNameAlexander Shen
                                                           Division of
Corporation Finance
Comapany NameTechPrecision Corporation
                                                           Office of
Manufacturing
May 14, 2024 Page 2
cc:       Andrew J. Terjesen
FirstName LastName
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