June 6, 2006


Mail Stop 6010

Tom Brunton
Chief Financial Officer
Electroglas, Inc.
5729 Fontanoso Way
San Jose, California 95138

Re:	Electroglas, Inc.
Registration Statement on Form S-3
Filed on May 31, 2006
File No. 333-134587

Dear Mr. Brunton:

      We have limited our review of your filing to the issues we
have
addressed in our comments below.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.

      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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please revise the filing to include financial statements that
meet
the requirements of Article 3 of Regulation S-X. We note that the
financial statements currently incorporated by reference into the
filing do not include audited balance sheets as of the end of the
last two fiscal year ends, nor do they include audited statements
of
operations, cash flows and changes in stockholders` equity for the
periods required by Regulation S-X.   In addition, please note
that
the end of the transition period is viewed the same as a fiscal
year
end for purposes of complying with the age of financial statements
requirements of Rule 3-12 of Regulation S-X in 1933 Act filings.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.


      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.


      You may contact Dennis Hult at (202) 551-3618 or Angela
Crane,
Accounting Branch Chief, at (202) 551-3554 if you have questions
regarding comments on the financial statements and related
matters.
If you have any questions, please call Tim Buchmiller at (202)
551-
3635.

								Sincerely,



								Martin James
Senior Assistant Chief Accountant


cc:  Justin L. Bastian, Esq. - Morrison & Foerster LLP (via fax)

Tom Brunton
Electroglas, Inc.
June 6, 2006
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