FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * WACO PARTNERS   2. Issuer Name and Ticker or Trading Symbol CPS TECHNOLOGIES CORP/DE/ [CPSH.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O WECHSLER & CO. INC., 45 KENSICO DR. 3. Date of Earliest Transaction (Month/Day/Year) 02/15/1995 (Street) MT. KISCO, NY 10549 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $.01 par value 09/30/1995   J(1)   169,980 A $ 0.42 1,669,980 D   Common Stock, $.01 par value 03/23/1998   C   500,000 A $ 0.5 1,669,980 D   Common Stock, $.01 par value 05/05/1998   C   1,000,000 A $ 0.5 1,669,980 D   Common Stock, $.01 par value 04/16/2004   J(2)   1,669,980 D $ 0 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

10% Subordinated Convertible Note due 1996

$ 0.5

03/23/1998

C

500,000

02/15/1995

04/21/1996

Common Stock

500,000

(4)

0

D

10% Subordinated Convertible Note due 2001

$ 0.5

05/05/1998

C

1,000,000

04/21/1996

04/21/2001

Common Stock

1,000,000

(4)

0

D

Rights to Acquire Warrants Upon Conv of the Conv Notes

$ 0.5

02/15/1995

J(3)

1,125,000

02/15/1995

02/15/1995

Common Stock

1,125,000

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WACO PARTNERS C/O WECHSLER & CO. INC. 45 KENSICO DR. MT. KISCO, NY 10549				Former 10% Owner

Signatures

/s Norman J. Wechsler		05/23/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The 169,980 shares of Common Stock reported herein were issued to the Reporting Person in lieu of interest payable on convertible notes owned by the Reporting Person
(2)	Waco Partners was dissolved on April 16, 2004 and distributed all of the shares of Common Stock of the Issuer owned by it to its partners
(3)	The rights to acquire warrants for 1,125,000 shares of Common Stock of the issuer expired when the 10% Subordinated Convertible Notes due 1996 and 2001 were not converted by 2/15/1995
(4)	N/A
Remarks: Waco Partners is a partnership in dissolution.

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