<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>cvdform10q33108.txt
<DESCRIPTION>CVD FROM 10Q 03 31 08
<TEXT>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    Form 10-Q

(Mark One)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d)OF  THE  SECURITIES
          EXCHANGE ACT OF 1934.

                  For the quarterly period ended March 31, 2008

     [_]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934.

                  For the transition period from ____ to _____
                         Commission file number: 1-16525

                            CVD EQUIPMENT CORPORATION
                 (Name of Small Business Issuer in Its Charter)

               New York                               11-2621692
     (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
      Incorporation or Organization)

                             1860 Smithtown Avenue
                           Ronkonkoma, New York 11779
    (Address including zip code of registrant's Principal Executive Offices)

                                 (631) 981-7081
                (Issuer's Telephone Number, Including Area Code)

              Securities registered under Section 12(b) of the Act:
                                      None

                       Securities registered under Section
                               12(g) of the Act:
                          Common Stock, Par value $0.01
                          -----------------------------
                                (Title of class)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act during  the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [_]

     Indicate by check mark  whether  issuer is a large  accelerated  filer,  an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act). (check one)

     Large accelerated filer  [_]           Accelerated filer   [_]

     Non-accelerated filer    [_]           Smaller reporting company   [X]

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date:  4,733,500 shares of Common
Stock, $0.01 par value at May 14, 2008.

-------------------------------------------------------------------------------




<PAGE>

                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY

                                      Index

<TABLE>
<CAPTION>

Part I - Financial Information

            Item 1 - Financial Statements (Unaudited)

<S>                                              <C> <C>                           <C> <C>                   <C>
            Consolidated Balance Sheets at March 31, 2008 (Unaudited) and December 31, 2007                  2

            Consolidated Statements of Operations (Unaudited) for the three                                  3
            months ended March 31, 2008 and 2007

            Consolidated Statements of Cash Flows (Unaudited) for the three months                           4
            ended March 31, 2008 and 2007

            Notes to Unaudited Consolidated Financial Statements                                             5

            Item 2 - Management's Discussion and Analysis of Financial Condition and Results of              11
            Operations

            Item 3 - Quantitative and Qualitative Disclosures About Market                                   14
Risk
            Item 4T - Controls and Procedures                                                                14

Part II - Other Information                                                                                  15

            Item 1 - Legal Proceedings                                                                       15
            Item 2 - Changes in Securities and Use of Proceeds                                               15
            Item 3 - Defaults Upon Senior Securities                                                         15
            Item 4 - Submission of Matters to a Vote of Security Holders                                     15
            Item 5 - Other Information                                                                       15
            Item 6 - Exhibits and Reports Filed on Form 8-K                                                  15

Signatures                                                                                                   16

Exhibit Index                                                                                                17
Certification of Chief Executive Officer                                                                     18
Certification of Chief Financial Officer                                                                     19
Certification of Chief Executive Officer pursuant to U.S.C. Section 1350                                     20
Certification of Chief Financial Officer pursuant to U.S.C. Section 1350                                     21
</TABLE>

<PAGE>


                         PART 1 - FINANCIAL INFORMATION
                          Item 1 - Financial Statements

                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                              March 31, 2008
                                                                (Unaudited)             December 31, 2007
                                                              ------------------        -----------------
ASSETS
Current Assets:
<S>                                                           <C>                       <C>
     Cash and cash equivalents                                $     3,201,479           $     5,110,447
     Accounts receivable, net                                       2,054,600                 1,769,265
     Investment                                                       251,130                   251,130
     Cost and estimated earnings in excess
     of billings on uncompleted contracts                           2,971,222                 1,847,288
     Inventories                                                    3,046,696                 3,015,635
     Deferred income taxes - current                                   92,299                    90,774
     Other current assets                                             395,087                   379,360
                                                              ----------------          -----------------

     Total Current Assets                                          12,012,513                12,463,899

     Property, plant and equipment, net                             7,111,007                 5,055,727

     Deferred income taxes - non-current                              322,453                   266,077

     Other assets                                                     676,966                 1,114,637

     Intangible assets, net                                            78,552                   106,566
                                                              ----------------          -----------------

   Total Assets                                                 $  20,201,492            $   19,006,906
                                                              ================          =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Current maturities of long-term debt                      $      273,753            $      222,193
     Accounts payable                                                 694,818                   517,934
     Accrued expenses                                                 802,280                 1,245,819
     Accrued professional fees - related party                         12,500                   116,165
     Deferred revenue                                                  56,181                    47,444
                                                              ----------------            -----------------
                                                                    1,839,532                 2,149,555
Long-term debt, net of current portion                              4,073,878                 2,678,421
                                                              ----------------            -----------------
     Total liabilities                                              5,913,410                 4,827,976
                                                              ----------------            -----------------

Commitments and contingencies                                            -                         -

Stockholders' Equity
     Common stock - $0.01 par value - 10,000,000 shares
     Authorized; issued and
     outstanding, 4,733,500 at
     March 31, 2008 and 4,718,500 at December 31, 2007                 47,335                     47,185
     Additional paid-in-capital                                     9,682,526                  9,592,728
     Retained earnings                                              4,558,221                  4,539,017
                                                              ----------------            -----------------
     Total Stockholders' Equity                                    14,288,082                 14,178,930
                                                              ----------------            -----------------

Total liabilities and stockholders' equity                     $   20,201,492             $   19,006,906
                                                              ================            -----------------

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       2
<PAGE>

                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                    March 31,
                                                         2008                      2007
                                                         ----                      ----

<S>                                               <C>                      <C>
Revenue                                           $     4,043,499          $     3,811,277

Cost of revenue                                         2,826,648                2,555,330
                                                        ---------                ---------

Gross profit                                            1,216,851                1,255,947

Operating expenses
     Selling and shipping                                 181,531                  278,310
     General and administrative                         1,019,653                  763,226
     Related party - professional fees                     12,500                   10,000
                                                        ---------                ---------
Total operating expenses                                1,213,684                1,051,536

Operating income                                            3,167                  204,411

Other income (expense)
     Interest income                                       37,591                       27
     Interest expense                                     (40,884)                 (53,473)
     Other income                                           7,888                    5,094
                                                        ---------                ---------
Total other income (expense)                                4,595                  (48,352)

Income before income taxes                                  7,762                  156,059

Income tax benefit (expense)                               11,442                  (59,650)
                                                        ---------                ---------

Net income                                          $      19,204               $   96,409
                                                    =============               ===========

Basic income per common share                       $       0.00                $      0.03
                                                    =============               ===========

Diluted income per common share                     $       0.00                $      0.03
                                                    =============               ===========

Weighted average common shares outstanding
basic income per share                                 4,732,016                  3,284,589

Effect of potential common share issuance:
     Stock options                                        34,229                    129,203
                                                        ---------                ---------

Weighted average common shares outstanding
diluted income per share                               4,766,245                  3,413,792
                                                    ===-=========               ===========

</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.




                                       3
<PAGE>


                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                        March 31,
                                                                           2008                           2007
                                                                        ----------                      --------
  Cash flows from operating activities
<S>                                                                    <C>                         <C>
     Net income                                                        $  19,204                   $     96,409
     Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Stock-based compensation expense                                     68,947                         41,661
     Depreciation and amortization                                       125,642                        105,150
     Deferred tax provision                                              (57,901)                       (58,062)
     Bad debt provision                                                   (1,952)                        (2,000)
     Changes in operating assets and liabilities:
     Accounts receivable                                                (283,383)                       423,050
  Cost in excess of billings on uncompleted contracts                 (1,123,934)                      (568,955)
     Inventory                                                           (31,061)                        87,613
     Other current assets                                                (15,729)                        10,540
     Other assets
     Accounts payable                                                    176,885                         (6,520)
     Accrued expenses                                                   (593,663)                       (61,619)
     Deferred revenue                                                      8,737                       (212,250)
                                                                -----------------                   -------------
   Net cash (used in) operating activities                            (1,661,749)                      (144,983)
                                                                -----------------                   -------------

  Cash flows from investing activities:
    Capital expenditures                                              (2,140,547)                      (210,633)
    Deposits                                                             425,312                         13,766
                                                                -----------------                  --------------
  Net cash (used in) investing activities                             (1,715,235)                      (196,867)
                                                                -----------------                  --------------


  Cash flows from financing activities:
    Repayments on bank line of credit - net                                 -                           (5,000)
    Proceeds from loans                                                1,500,000                       139,510
    Payments of long-term debt                                           (52,983)                      (61,499)
    Net proceeds from stock options exercised                             21,000                        84,000
                                                                 ----------------                  -------------
  Net cash provided by financing activities                            1,468,017                       157,011
                                                                 ----------------                  -------------

  Net (decrease) in cash and cash equivalents                         (1,908,967)                     (184,839)

  Cash and cash equivalents at beginning of period                     5,110,447                       257,341
                                                                 ----------------                  -------------

  Cash and cash equivalents at end of period                     $     3,201,479                   $    72,502
                                                                 ================                  =============


Supplemental disclosure of cash flow
information
Income Taxes paid                                                 $     491,850                    $    101,447
Interest paid                                                     $      46,476                    $     52,776

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


                                       4
<PAGE>


                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information  and with the  instructions to Form 10-Q and
Article 8 of  Regulation  S-X.  They do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary  in order to make the  interim  financials  not  misleading  have been
included  and  all  such  adjustments  are of a  normal  recurring  nature.  The
operating  results for the three months ended March 31, 2008 are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2008.

The balance  sheet as of December  31,  2007 has been  derived  from the audited
financial  statements at such date, but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.

The accounting  policies  followed by the Company are set forth in Note 2 to the
Company's  consolidated  financial  statements  in the  December  31,  2007 Form
10-KSB.

For further information,  please refer to the consolidated  financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2007.

Intercompany transactions have been eliminated in consolidation.

Certain reclassifications have been made to prior period financial statements to
conform to the current year presentation.




                                       5
<PAGE>


                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue and Income Recognition

The Company  recognizes  revenues and income using the  percentage-of-completion
method for custom  production-type  contracts while revenues from other products
are recorded  when such  products  are  accepted and shipped.  Profits on custom
production-type  contracts are recorded on the basis of the Company's  estimates
of  the  percentage-of-completion  of  individual  contracts,   commencing  when
progress  reaches a point where  experience  is  sufficient  to  estimate  final
results with  reasonable  accuracy.  Under this method,  revenues are recognized
based on costs incurred to date compared with total estimated costs.

The asset,  "Costs and estimated  earnings in excess of billings on  uncompleted
contracts," represents revenues recognized in excess of amounts billed.

The liability, "Billings in excess of costs on uncompleted contracts" represents
amounts billed in excess of revenues earned.

NOTE 3: UNCOMPLETED CONTRACTS

Costs and estimated earnings in excess of billings on uncompleted  contracts are
summarized as follows:

                                             March 31, 2008  December 31, 2007
                                             --------------  -----------------
                                              (Unaudited)

Costs incurred on uncompleted contracts       $ 2,574,232        $1,887,022
Estimated earnings                              2,789,334         2,158,386
                                              ------------       ----------
                                                5,363,566         4,045,408
Billings to date                               (2,392,344)       (2,198,120)
                                              -----------        -----------
Costs and estimated earnings in excess of
billings on uncompleted contracts             $ 2,971,222        $1,847,288
                                              ============       ===========



                                       6
<PAGE>


                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 4: INVENTORIES

Inventories consist of the following:

                                  March 31, 2008              December 31, 2007
                                  --------------              -----------------
                                   (Unaudited)

Raw materials                      $1,098,913                   $ 1,077,756
Work-in-process                     1,743,642                     1,733,738
Finished goods                        204,141                       204,141
                                  ---------------             -----------------

                                   $3,046,696                   $ 3,015,635
                                  ===============             =================

NOTE 5: FAIR VALUE MEASUREMENTS

Effective  January 1, 2008, we adopted SFAS 157, Fair Value  Measurements  (SFAS
157).  SFAS 157 clarifies the definition of fair value,  prescribes  methods for
measuring  fair value,  and  establishes a fair value  hierarchy to classify the
inputs used in measuring fair value as follows:

Level 1 - Inputs are  unadjusted  quoted prices in active  markets for identical
assets or liabilities available at the measurement date.

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities
in active markets, quoted prices for identical or similar assets and liabilities
in markets that are not active,  inputs other than quoted prices are observable,
and inputs derived from or corroborated by observable market data.

Level 3 - Inputs are  unobservable  inputs which reflect the reporting  entity's
own assumptions on what assumptions the market participants would use in pricing
the asset or liability based on the best available information.

The  adoption  of SFAS No. 157 did not have a material  impact on our fair value
measurements.






                                       7
<PAGE>


                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

The following  table  presents our assets and  liabilities  that are measured at
fair  value on a  recurring  basis  and are  categorized  using  the fair  value
hierarchy. The fair value hierarchy has three levels based on the reliability of
the inputs used to determine fair value.

<TABLE>
<CAPTION>

                                    Fair Value Measurement at Reporting Date Using
<S>                         <C>                    <C>                   <C>                    <C>             <C>    <C>
                                                    Quoted Prices in
                                                     Active Markets
                                                      for Identical        Significant Other             Significant
                                                         Assets            Observable Inputs         Unobservable Inputs
       Description             March 31, 2008           Level (1)              Level (2)                  Level (3)
       -----------             --------------           ---------              ---------                  ---------

Equity Investment                 $251,130        $          ---       $           ---                    $251,130

Total Assets                      $251,130        $          ---        $          ---                    $251,130
                                  ========                                                                ========

Liabilities                       $     ---       $          ---        $          ---                    $     ---

Total Liabilities                 $     ---       $          ---         $         ---                    $     ---
</TABLE>


NOTE 6: BAD DEBTS

Accounts  receivables are presented net of an allowance for doubtful accounts of
$10,636 and $12,588 as of March 31, 2008 and December 31, 2007 respectively. The
allowance  is based on  prior  experience  and  management's  evaluation  of the
collectibility  of accounts  receivable.  Management  believes the  allowance is
adequate.  However,  future  estimates  may change  based on changes in economic
conditions.

NOTE 7: SHORT TERM BORROWINGS

On June 1, 2007 the Company entered into a three year Revolving Credit Agreement
with North Fork Bank, permitting it to borrow on a revolving basis amounts up to
$2,000,000 until June 1, 2010, at which time it will be subject to renewal.  The
loan bears interest on any unpaid  principal  balance at a rate to be elected by
the  Company,  which  shall be equal to either  (i) the LIBOR Rate plus 2.50% or
(ii) the  bank's  prime rate plus 1/4 of 1%.  This  agreement  contains  certain
financial and other  covenants,  with which we were in compliance  with at March
31, 2008.  The prime rate was 5.25% and 7.25% on March 31, 2008 and December 31,
2007  respectively  and the Company did not have any outstanding  amounts on the
facility. Borrowings are collateralized by the Company's assets. The Company had
no borrowings outstanding as of March 31, 2008 and December 31, 2007.



                                       8
<PAGE>


                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


On April 22, 2008,  the Company  entered into a three year Modified and Restated
Revolving  Credit  Agreement  with Capital One,  N.A. as successor to North Fork
Bank  pursuant  to which  the bank has  agreed  to make  revolving  loans to the
Company of up to $5 million  dollars until May 1, 2011, at which time it will be
subject to renewal.  The loan  agreement  amends and  supersedes  the  Company's
previous $2 million dollar revolving credit facility with the bank.  Interest on
the unpaid  principal  balance on this facility  accrues at either (i) the LIBOR
rate plus  2.00% or (ii) the  bank's  prime  rate  minus  .25%.  This  agreement
contains certain financial and other covenants. Borrowings are collateralized by
the Company's assets.

NOTE 8:  STOCK-BASED COMPENSATION EXPENSE

On January  1, 2006,  the  Company  adopted  the  provisions  of SFAS No.  123-R
"Share-Based  Payment"  using the modified  prospective  method.  SFAS No. 123-R
requires  companies  to  recognize  the cost of  employee  services  received in
exchange for awards of equity  instruments  based upon the grant date fair value
of those  awards.  Under the modified  prospective  method of adopting  SFAS No.
123-R, the Company  recognized  compensation  cost for all share-based  payments
granted after  January 1, 2006,  plus any awards  granted to employees  prior to
January  1, 2006  that  remain  unvested  at that  time.  Under  this  method of
adoption, no restatement of prior periods is made.

During the three  months  ended March 31, 2008 and March 31,  2007,  the Company
recorded into selling and general  administrative  expense approximately $69,000
and $42,000 respectively for the cost of employee and director services received
in exchange for equity  instruments  based on the grant-date fair value of those
instruments in accordance with the provisions of SFAS No. 123-R.


The majority of the Company's  state and all of the federal net  operating  loss
(NOL'S) carry forwards have been utilized  through March 31, 2008. For the three
months ended March 31, 2008,  the Company  recorded a current income tax expense
of  approximately  $46,000,  which related to various  federal,  state and local
taxes.









                                       9
<PAGE>
                    CVD EQUIPMENT CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 9:  INCOME TAXES

The (benefit) expense for income taxes includes the following:

                                                Three Months Ended March 31,

                                              2008                   2007
                                              -----                  -----
                                            (Unaudited)           (Unaudited)
   Current:
      Federal                              $       30,642         $     108,921
      State                                        15,817                 8,791
                                           ------------------     -------------
            Total Current Provision                46,459               117,712
   Deferred:
      Federal                                     (45,710)              (73,677)
      State                                       (12,191)               15,615
                                           ------------------     -------------
            Total Deferred (Benefit)              (57,901)              (58,062)
                                           ------------------     -------------
                                           $      (11,442)        $      59,650
                                           ------------------     -------------












                                       10
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

Except  for  historical   information   contained  herein,   this  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
contains  forward-looking  statements  within the  meaning  of the U.S.  Private
Securities  Litigation Reform Act of 1995, as amended.  These statements involve
known and unknown  risks,  uncertainties  and other  factors which may cause the
actual  results,  performance,  or  achievements of the Company to be materially
different from any future results,  performance,  or  achievements  expressed or
implied by such forward-looking  statements.  These  forward-looking  statements
were based on various  factors and were  derived  utilizing  numerous  important
assumptions  and other  important  factors  that could cause  actual  results to
differ  materially  from  those  in the  forward-looking  statements.  Important
assumptions  and  other  factors  that  could  cause  actual  results  to differ
materially  from those in the  forward-looking  statements,  include but are not
limited to:  competition in the Company's  existing and potential future product
lines of business; the Company's ability to obtain financing on acceptable terms
if and  when  needed;  uncertainty  as to the  Company's  future  profitability,
uncertainty  as to the future  profitability  of acquired  businesses or product
lines,  uncertainty as to any future expansion of the Company. Other factors and
assumptions  not identified  above were also involved in the derivation of these
forward-looking statements and the failure of such assumptions to be realized as
well as other factors may also cause actual  results to differ  materially  from
those  projected.  The Company  assumes no  obligation  to update these  forward
looking statements to reflect actual results,  changes in assumptions or changes
in other factors affecting such forward-looking statements.

Results of Operations

Revenue
-------

Revenue for the three month period ended March 31, 2008 was $4,043,499  compared
to  $3,811,277  for the three month period ended March 31, 2007,  an increase of
6.1%,  as the Company  continues  to  experience  an  increasing  demand for its
products.

Gross Profit
------------

The Company  generated a gross profit of  approximately  $1,217,000  for a gross
profit  margin of 30.1% for the three months ended March 31, 2008  compared to a
gross profit of approximately  $1,256,000 for a gross profit margin of 33.0% for
the three months ended March 31, 2007. The decrease is primarily attributable to
an  increase  in  engineering  and  production  personnel  necessitated  by  the
increased  orders  received by the Company,  the expansion  plans with our First
Nano laboratory and new product development in the Nanomaterials,  Solar, Energy
and Semiconductor fields.







                                       11
<PAGE>

Selling, General and Administrative Expenses
--------------------------------------------

Selling and shipping expenses for the three months ended March 31, 2008 and 2007
were $181,531 and $278,310  respectively,  representing a 34.8% decrease  versus
the prior  period.  This  decrease is primarily  attributable  to a reduction in
sales commissions during the current period. Sales concluded in this period were
primarily the result of efforts by our direct sales  personnel and therefore not
subject  to  outside  sales  commissions.  The  Company  incurred  approximately
$1,032,000 of general and administrative expenses during the quarter ended March
31, 2008,  representing an increase of 33.5% or approximately  $259,000 compared
to the approximately $773,000 of general and administrative expenses incurred in
the quarter  ended March 31, 2007.  From January  2000 through  March 2006,  the
Company  was a  member  of  the  Manufacturing  Industry  Workers'  Compensation
Self-Insurance  Trust Fund (Fund).  The Company is no longer a member.  The Fund
was  established  to enable the  participating  employers  to self insure  their
workers'  compensation  liability  exposure as provided  for under the  Workers'
Compensation  Laws of the State of New York.  Under the terms of the  agreement,
the Company is jointly and severally  liable for the expenses and obligations of
the  Fund  and for the  workers'  compensation  liability  of all  participating
employers  incurred  while a  member.  The  Company  was  advised  that  certain
adjustments  were necessary to comply with New York State Workers'  Compensation
Board regulatory  guidelines for Group Self Insurance Trusts.  The contributions
previously  charged  have not been  adequate  to cover Fund  expenses  including
future claims.  As a result of the findings of a forensic audit performed on the
Fund, the Company was advised that  additional  contributions  of  approximately
$168,000 are  required,  which the Company  expensed in full during this period.
There may be additional  contributions  necessary as a result of any outstanding
residual  liability for any given  contribution  year. In addition,  the Company
also incurred increased payroll and benefit costs,  stock-based compensation and
other professional fees as well, during the period ended March 31, 2008.

Operating Income
----------------

As a result of the foregoing factors,  operating income was approximately $3,000
for the three  months  ended March 31,  2008 a decrease of $201,000  compared to
approximately $204,000 for the same period one year ago.

Interest Expense, Net
---------------------

Interest  income for the three  months  ended March 31,  2008 was  approximately
$38,000  compared to $0 for the three  months  ended March 31,  2007.  This is a
result of the  temporary  investment  of certain net capital  proceeds from last
year's sale of the Company's common stock. Interest expense for the three months
ended March 31, 2008  decreased by 23.5% to $40,884  compared to $53,473  during
the three  months  ended March 31,  2007.  The primary  source of this  interest
expense is from the  mortgages  on the two  buildings  that we have  owned.  The
Company did not utilize its Revolving  Credit  Facility  during the three months
ended March 31, 2008.

Other Income
------------

Other income  during the quarter ended March 31, 2008 was  approximately  $8,000
compared to approximately  $5,000 for the corresponding period one year ago.




                                       12
<PAGE>

Net Income
----------

The Company reported net income of  approximately  $19,000 for the quarter ended
March 31, 2008 compared to net income of  approximately  $96,000 for the quarter
ended March 31, 2007. This decrease was primarily due to approximately  $200,000
of expenses  incurred from an increase in engineering  and production  personnel
necessitated  by the increased  orders received by the Company and the expensing
of $160,000 of additional workers' compensation contributions for the years 2000
through 2006.

Liquidity and Capital Resources
-------------------------------

As of March 31, 2008, the Company had aggregate working capital of approximately
$10,173,000 and cash and cash equivalents of $3,201,000  compared to $10,314,000
and  $5,110,000  at December 31,  2007,  a decrease of $141,000  and  $1,909,000
respectively.  This  decrease  in cash was  primarily  the result of funding the
uncompleted contracts,  which increased by approximately $1,124,000, an increase
in accounts  receivable  of  approximately  $283,000  and a reduction of accrued
expenses which primarily consisted of income tax payments of $580,000.

Accounts  receivable as of March 31, 2008 was $2,055,000  compared to $1,769,000
as of  December  31,  2007.  This  increase  is  attributable  to the  timing of
shipments and customer payments.

As of March 31, 2008 the  Company's  backlog  was  approximately  $3,364,000,  a
decrease of  $1,723,000  or 33.9%  compared to  $5,087,000 at December 31, 2007.
Timing for  completion  of the backlog  varies  depending  on the  product  mix,
however,  there  is  generally  a one to six  month  lag in the  completion  and
shipping of backlogged  product.  Backlog from quarter to quarter can vary based
on the timing of order placements and shipments.

On April 22, 2008,  the Company  entered into a three year Modified and Restated
Revolving Credit Agreement with Capital One, N.A.,  successor by merger to North
Fork Bank pursuant to which the bank has agreed to make  revolving  loans to the
Company of up to $5 million  until May 1, 2011, at which time it will be subject
to renewal.  The loan agreement amends and supersedes the Company's  previous $2
million  revolving  credit  facility  with  the  Bank.  Interest  on the  unpaid
principal  balance  on this  facility  accrues at either (i) the LIBOR rate plus
2.00% or (ii) the bank's prime rate minus .25%. Borrowings are collateralized by
the Company's assets.

The Company  believes that based on its  historical  growth rate its cash,  cash
equivalents  and  available  credit  facilities  will be  sufficient to meet its
working capital and investment requirements for the next twelve months.

However, we anticipate the business will grow at a faster rate which may require
additional  funding.  For this reason,  as well as other reasons that arise from
time to time, we may consider raising capital through equity or debt financings.
Any decision to raise additional  capital,  as well as the  determination of the
appropriate  vehicle  for doing so,  will  depend  on market  conditions,  order
levels, opportunities presented to us and other factors.



                                       13
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  conducted an evaluation of the  effectiveness of the design
and operation of our disclosure controls and procedures, as required by Exchange
Act Rule 13a-15, as of the end of the period covered by this report.  Based upon
that evaluation,  the Chief Executive  Officer and Chief Financial  Officer have
concluded that our disclosure  controls and procedures  were effective to insure
that  information  required  to be  disclosed  by us in reports  that we file or
submit under the Exchange Act is recorded,  processed,  summarized  and reported
within the time periods specified by the SEC's rules and forms.

Changes in Internal Controls

There  were no  significant  changes in the  Company's  internal  controls  over
financial  reporting that occurred  during the three months ended March 31, 2008
that have materially  affected,  or are reasonably likely to materially  affect,
the internal controls over financial reporting.

Limitations on the Effectiveness of Controls

We believe that a control  system,  no matter how well  designed  and  operated,
cannot provide absolute assurance that the objectives of the control systems are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.









                                       14
<PAGE>

                            CVD EQUIPMENT CORPORATION

                                     PART II

                                OTHER INFORMATION


Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities and Use of Proceeds.

          None.

Item 3.   Defaults Upon Senior Securities

          None.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None

Item 5.   Other Information.

          None.

Item 6.   Exhibits and Reports Filed on Form 8-K

          (a)  Exhibits filed with this report:

31.1 Certification of Chief Executive Officer

31.2 Certification of Chief Financial Officer

32.1 Certification of Chief Executive Officer pursuant to U.S.C. Section 1350

32.2 Certification of Chief Financial Officer pursuant to U.S.C. Section 1350


          (b)  Reports on Form 8-K

               None




                                       15
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, this 15th day of May 2008.

                                CVD EQUIPMENT CORPORATION

                                By: /s/ Leonard A. Rosenbaum
                                    ----------------------------
                                    Leonard A. Rosenbaum
                                    Chief Executive Officer
                                    (Principal Executive Officer)


                                By: /s/ Glen R. Charles
                                    ----------------------------
                                    Glen R. Charles
                                    Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)














                                       16
<PAGE>



                                 EXHIBIT INDEX


EXHIBIT
NUMBER                              DESCRIPTION

31.1 Certification of Chief Executive Officer *

31.2 Certification of Chief Financial Officer *

32.1 Certification of Chief Executive Officer pursuant to U.S.C. Section 1350 *

32.2 Certification of Chief Financial Officer pursuant to U.S.C. Section 1350 *

* Filed herewith

























                                       17
</TEXT>
</DOCUMENT>
