Mail Stop 6010


October 3, 2005



Leonard A. Rosenbaum, Chief Executive Officer
CVD Equipment Corporation
1860 Smithtown Avenue
Ronkonkoma, New York  11779


Via U S Mail and FAX [(631) 981-7095 ]


	Re:	CVD Equipment Corporation
		Form 10-K for the fiscal year ended December 31, 2004
		Forms 10-Q for the quarters ended March 31 and June
30,2005
		File No.  1-16525


Dear Mr. Rosenbaum:

      We have reviewed your filings and have the following
comment.
We have limited our review to only your financial statements and
related disclosures, and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to this comment.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Mr. Leonard A. Rosenbaum
CVD Equipment Corporation
October 3, 2005
Page 2


Form 10-KSB for FY 12/31/04

Financial Statements
Independent Audit Report, page F-2

1. In the audit report for fiscal 2003 on page F-2, we note that
the
third paragraph does not express an opinion on the results of
operations or cash flows  Please revise to include an audit report
for fiscal 2003 that expresses an opinion on the results of
operations and cash flows.




       As appropriate, please amend your filing and respond to
this
comment within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comment and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and response to our
comment.


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that the filing includes all information required under
the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  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 connection with responding to our comment, please provide,
in
writing, a 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 foreclose 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.


Mr. Leonard A. Rosenbaum
CVD Equipment Corporation
October 3, 2005
Page 3


In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comment on your filing.


      You may contact Jeanne Bennett at (202) 551-3606, or me at
(202) 551-3676, if you have questions regarding our comments.  In
our
absence you may contact Martin F. James, Senior Assistant Chief
Accountant at (202) 551-3671.
      Sincerely,


      Brian R. Cascio
      Accounting Branch Chief
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