Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 14, 2009, the Board of Directors (the "Board") of Techprecision Corporation (the "Company") approved Amendment No. 1(the "Amendment") to the Amended and Restated By-laws of the Company (the "By-laws"). A copy of the Amendment is attached hereto as Exhibit 3.1, and the discussion below is qualified in its entirety by the attached Amendment.

The Amendments adds a provision to the By-laws regarding advance notice of stockholder proposals to be considered at meetings of stockholders. In order to be eligible to be brought before a meeting of stockholders, a stockholder proposal must be submitted to the Company within the time period set forth in the Amendment, generally no earlier than 90 days and no later than 60 days prior to the one year anniversary of the prior year's annual meeting. In addition to meeting these deadlines, the stockholder proposal submitted to the Company must include certain items of information, including (without limitation) a representation relating to the proposing stockholder's ownership of stock of the Company, and a representation regarding the proposing stockholder's intentions with respect to filing a proxy statement describing the proposal. The Amendment became effective as of its adoption, on September 14, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Exhibit Title 3.1 Amendment No. 1 to Amended and Restated By-laws of TechPrecision Corporation, dated September 14, 2009.

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