As filed with the Securities and Exchange Commission on November 21, 2006
                                   Registration No. 333 -_________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                           ________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          __________________________
                          CVD EQUIPMENT CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

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

                            1860 Smithtown Avenue
                         Ronkonkoma, New York  11779

                          CVD EQUIPMENT CORPORATION
                            2001 STOCK OPTION PLAN
                           (Full Title of the Plan)

                                                   Copies to:
   Glen Charles                            Robert B. Murphy, Esq.
   Chief Financial Officer                 Pepper Hamilton LLP
   CVD Equipment Corporation               Hamilton Square
   1860 Smithtown Avenue                   600 Fourteenth Street, N.W.
   Ronkonkoma, New York 11779              Washington, DC 20005-2004
   (Name and Address of Agent for Service)

  _______________________________________________________
  <TABLE>
  <CAPTION>

                       CALCULATION OF REGISTRATION FEE

  Title of Securities   Amount to Be    Proposed Maximum     Proposed Maximum        Amount of
  To Be Registered      Registered      Offering Price Per   Aggregate Offering   Registration Fee
                                        Share (1)            Price (1)
  --------------------  --------------  -------------------  -------------------  ----------------
  <S>                   <C>             <C>                  <C>                  <C>
  Common Stock
  $.01 par value           300,000             $4.44              $1,332,000           $142.52

  <FN>
        (1) Estimated solely for the purpose of calculating the registration
            fee in accordance with Rule 457(c) and (h) under the Securities
            Act of 1933, as amended.  The price per share is estimated based
            on the average of the high and low trading prices for CVD
            Equipment Corporation?s common stock as reported by the American
            Stock Exchange on November 17, 2006.
  </TABLE>
  <PAGE>

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

  The document(s) containing the information specified by Part I of this
  Form S-8 Registration Statement (the "Registration Statement") will be
  sent or given to participants in the CVD Equipment Corporation 2001 Stock
  Option Plan (the "Plan") of CVD Equipment Corporation, a New York
  corporation (the "Company"), as specified in Rule 428(b)(1) promulgated by
  the Securities and Exchange Commission (the "Commission") under the
  Securities Act of 1933, as amended (the "Securities Act").  Such
  document(s) are not being filed with the Commission but constitute (along
  with the documents incorporated by reference into the Registration
  Statement pursuant to Item 3 of Part II hereof), a prospectus that meets
  the requirements of Section 10(a) of the Securities Act.

  <PAGE>

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

            The following documents have been filed by CVD Equipment
  Corporation (the "Company") with the Securities and Exchange Commission
  (the "Commission") and are hereby incorporated by reference in this
  Registration Statement:

                 a. The Company's Annual Report on Form 10-KSB for the
  fiscal year ended December 31, 2005, as filed with the Commission on March
  27, 2006;

                 b. The Company's Quarterly Report on Form 10-QSB for the
  quarter ended September 30, 2006, as filed with the Commission on November
  15, 2006;

                 c. The Company's Quarterly Report on Form 10-QSB for the
  quarter ended June 30, 2006, as filed with the Commission on August 14,
  2006;

                 d. The Company's Quarterly Report on Form 10-QSB for the
  quarter ended March 31, 2006, as filed with the Commission on May 15,
  2006;

                 e. The description of the Company's class of Common Stock,
  $.01 par value, which is set forth in the Certificate of Incorporation of
  the Company on Form 8-A12B (Registration No. 001-16525) filed with the
  Commission on June 1, 2001 under Section 12(b) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act");

                 f. All documents subsequently filed by the Company with the
  Commission pursuant to Sections 13(a), 13(c), 14, 15(d) of the Securities
  Exchange Act of 1934, prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.

  Item 4.  Description of Securities.

            The description of the Company's class of Common Stock to be
  offered pursuant to this registration statement has been incorporated by
  reference into this Registration Statement as described in Item 3 of this
  Part II.

  Item 5.  Interest of Name Experts and Counsel.

            None.

  Item 6.  Indemnification of Directors and Officers.
  <PAGE>

            Sections 721 through 726 of the New York Business Corporation
  Law provide for indemnification of directors and officers.  If a director
  or officer is successful on the merits or otherwise in a legal proceeding,
  he must be indemnified to the extent he was successful.  Further,
  indemnification is permitted in both third-party and derivative suits if
  he acted in good faith and for a purpose he reasonably believed was in the
  best interest of the Registrant, and if, in the case of a criminal
  proceeding, he had no reasonable cause to believe his conduct was
  unlawful.

            Indemnification under this provision applies to judgments,
  fines, amounts paid in settlement and reasonable expenses, in the case of
  third party actions, and amounts paid in settlement and reasonable
  expenses, in the case of derivative actions.  In a derivative action,
  however, a director or officer may not be indemnified for amounts paid to
  settle such a suit or for any claim, issue or matter as to which such
  person shall have been adjudged liable to the Registrant absent a court
  determination that the person is fairly and reasonably entitled to
  indemnity.

            Notwithstanding the failure of the Registrant to provide
  indemnification and despite any contrary resolution of the board or
  shareholders, indemnification shall be awarded by the proper court
  pursuant to Section 724 of the New York Business Corporation Law.

            Under New York law, expenses may be advanced upon receipt of an
  undertaking by or on behalf of the director or officer to repay the
  amounts in the event the recipient is ultimately found not to be entitled
  to indemnification.  The advance is conditioned only upon receipt of the
  undertaking and not upon a finding that the officer or director has met
  the applicable indemnity standards.

            The Registrant carries directors' and officers' insurance which
  covers its directors and officers against certain liabilities they may
  incur when acting in their capacity as directors or officers of the
  Registrant.

  Item 7.  Exemption from Registration Claimed.

            Not Applicable.


  Item 8.  Exhibits.
  <PAGE>
  <TABLE>
  <CAPTION>
  Exhibit
  Number                      Description
  --------       ----------------------------------------------------------
  <C>            <S>
  *4.1           CVD Equipment Corporation 2001 Stock Option Plan.

   4.2           Articles of Incorporation of the Registrant (incorporated
                 by Reference to Exhibits 3.1, 3.2, and 3.3 to the Annual
                 Report of the Registrant on Form 10-KSB for the year ended
                 December 31, 2005).

   4.3           By-laws of the Registrant (incorporated by reference to
                 Exhibit 3.4 to the Annual Report of the Registrant on Form
                 10-KSB for the year ended December 31, 2005).

  *5             Opinion of Pepper Hamilton LLP, Counsel to the Registrant
                 as to the legality of the share being registered under this
                 Registration Statement.

  *23.1          Consent of Moore Stephens, P.C, Independent Auditors

  *23.2          Consent of Pepper Hamilton LLP (included in opinion as
                 Exhibit 5).

  *24            Powers of Attorney of Directors and Certain Officers of the
                 Company (included on the signature pages hereof).

   99            Not Applicable.
  ____________________________
  <FN>
  * Filed herewith
  </TABLE>

  Item 9.  Undertakings.

  (a)  The undersigned Company hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:

            (i)  to include any prospectus required by Section 10(a)(3) of
  the Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising
  after the effective date of this Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in
  the Registration Statement.  Notwithstanding the foregoing, any increase
  or decrease in the

  <PAGE>

  volume of securities offered (if the total dollar value of securities
  offered would not exceed that which was registered) and any deviation from
  the low or high end of the estimated maximum offering range may be
  reflected in the form of prospectus filed with the Commission pursuant to
  Rule 424(b) if, in the aggregate, the changes in volume and price
  represent no more than a 20% change in the maximum aggregate offering
  price set forth in the "Calculation of Registration Fee" table in the
  effective Registration Statement.

            (iii) to include any material information with respect to the
  plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement;

            Provided however, that paragraphs (a)(i) and (a)(ii) above do
  not apply if the information required to be included in a post-effective
  amendment by those subparagraphs is contained in periodic reports filed by
  the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934, that are incorporated by reference in this Registration
  Statement.

       (2)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

       (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at
  the termination of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for the purposes
  of determining any liability under the Securities Act of 1933, each filing
  of the registrant's annual report pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of
  an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide
  offering thereof.

  (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling
  person of the Company pursuant to the foregoing provisions described in
  Item 6 of this Registration Statement, or otherwise, the Company has been
  advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the
  Company in the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in connection
  with the securities being registered, the Company will, unless in the
  opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed
  in the Securities Act and will be governed by the final adjudication of
  such issue.

  <PAGE>

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on Form S-8 and
  had duly caused this Registration Statement to be signed on its behalf by
  the undersigned, thereunto duly authorized, in the Town of Ronkonkoma,
  State of New York on this 20th day of November, 2006.

                          CVD EQUIPMENT CORPORATION

                   By:_/s/ GLEN CHARLES___________________
                       Glen Charles
                       Chief Financial Officer and Controller
                       (Principal Financial and Accounting Officer)


                              POWER OF ATTORNEY

                                  SIGNATURES

       Each person whose signature appears below appoints Glen Charles his
  attorney-in-fact and agent, with full power of substitution and
  resubstitution, to sign and file with the Securities and Exchange
  Commission any amendments to the Registration Statement (including post-
  effective amendments), any registration statement permitted under Rule
  462(b) under the Securities Act of 1933 and any amendments thereto and to
  file with the Securities and Exchange Commission one or more supplements
  to any prospectus included in any of the foregoing, and generally to do
  anything else necessary or proper in connection therewith.

       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates stated.
  <TABLE>
  <CAPTION>
  Signature                            Title                      Date
  ------------------------   -----------------------------   -----------------
  <S>                        <S>                             <C>
  /s/ LEONARD A. ROSENBAUM   Chairman of the Board,          November 20, 2006
  Leonard A. Rosenbaum       President, Chief Executive
                             Officer and Director
                             (Principal Executive Officer)

  /s/ GLEN CHARLES           Chief Financial Officer and     November 20, 2006
  Glen Charles               Controller
                             (Principal Financial and
                             Accounting Officer)
  <PAGE>

  /s/ MARTIN J. TEITELBAUM   Director                        November 20, 2006
  Martin J. Teitelbaum

  /s/ ALAN H. TEMPLE         Director                        November 20, 2006
  Alan H. Temple, Jr.

  /s/ CONRAD GUNTHER         Director                        November 20, 2006
  Conrad Gunther

  /s/ BRUCE T. SWAN          Director                        November 20, 2006
  Bruce T. Swan
  </TABLE>
  <PAGE>

                                EXHIBIT INDEX

  <TABLE>
  <CAPTION>
  Exhibit
  Number                      Description
  --------       ----------------------------------------------------------
  <C>            <S>
  *4.1           CVD Equipment Corporation 2001 Stock Option Plan.

   4.2           Articles of Incorporation of the Registrant (incorporated
                 by Reference to Exhibits 3.1, 3.2, and 3.3 to the Annual
                 Report of the Registrant on Form 10-KSB for the year ended
                 December 31, 2005).

   4.3           By-laws of the Registrant (incorporated by reference to
                 Exhibit 3.4 to the Annual Report of the Registrant on Form
                 10-KSB for the year ended December 31, 2005).

  *5             Opinion of Pepper Hamilton LLP, Counsel to the Registrant
                 as to the legality of the share being registered under this
                 Registration Statement.

  *23.1          Consent of Moore Stephens, P.C, Independent Auditors

  *23.2          Consent of Pepper Hamilton LLP (included in opinion as
                 Exhibit 5).

  *24            Powers of Attorney of Directors and Certain Officers of the
                 Company (included on the signature pages hereof).

   99            Not Applicable.
  ____________________________
  <FN>
  * Filed herewith
  </TABLE>

  <PAGE>

                                                                  Exhibit 5

  November 20, 2006



  Board of Directors
  CVD Equipment Corporation
  1860 Smithtown Avenue
  Ronkonkoma, NY 11779

              Re: Registration Statement on Form S-8 for
                  CVD Equipment Corporation
                  2001 Stock Option Plan

  Dear Sirs:

          We are acting as counsel to CVD Equipment Corporation, a New York
  Corporation (the "Corporation"), in connection with the preparation and
  filing of a Registration Statement on Form S-8 (the "Registration
  Statement") under the Securities Act of 1933, as amended, (the "Act") with
  the Securities and Exchange Commission (the "Commission") relating to the
  registration of 300,000 shares of common stock, $.01 par value per share
  (the "Shares"), of the Corporation offered for sale pursuant to CVD
  Equipment Corporation 2001 Stock Option Plan (the "Plan").

          In connection with this opinion, we have examined and relied upon
  copies certified or otherwise identified to our satisfaction of: (i) the
  Plan; (ii) an executed copy of the Registration Statement; (iii) the
  Corporation's Articles of Incorporation, and the Corporation's By-laws;
  and (iv) the minute books and other records of corporate proceedings of
  the Corporation, as made available to us by officers of the Corporation.
  In addition, we have reviewed such matters of law as we have deemed
  necessary or appropriate for the purpose of rendering this opinion.

          For purposes of this opinion we have assumed the authenticity of
  all documents submitted to us as originals, the conformity to originals of
  all documents submitted to us as certified or photostatic copies, and the
  authenticity of the originals of all documents submitted to us as copies.
  We have also assumed the legal capacity of all natural persons and the
  genuineness of all signatures on all documents examined by us.  As to
  certain factual matters material to the opinion expressed herein, we have
  relied, to the extent we deemed proper, upon representations, warranties
  and statements as to the factual matters of officers and other
  representatives of the Corporation.  This opinion is limited to the State
  of New York and the federal laws of the United States of America.  Without
  limiting the foregoing, we express no opinion with respect to the
  applicability thereto or effect of municipal laws or the rules,
  regulations or orders of any municipal agencies within any such state.
  <PAGE>
          Based upon and subject to the foregoing qualifications,
  assumptions and limitations and the further limitations set forth below,
  it is our opinion that the Shares to be issued by the Company pursuant to
  the Plan have been duly authorized and reserved for issuance and, when
  certificates for the Shares have been duly executed by the Company,
  countersigned by a transfer agent, duly registered by a registrar for the
  Shares and issued and paid for in accordance with the terms of the Plan,
  the Shares will be validly issued, fully paid and non-assessable.

          This opinion is limited to the specific issues addressed herein,
  and no opinion may be inferred or implied beyond that expressly stated
  herein.  We assume no obligation to revise or supplement this opinion
  should the present laws of the State of New York or the federal laws of
  the United States of America be changed by legislative action, judicial
  decision or otherwise.

          We hereby consent to the filing of this letter as an Exhibit 5 to
  the Registration Statement.  In given such consent, we do not admit that
  we are in the category of persons whose consent is required under Section
  7 of the Act or the rules and regulations of the Commission promulgated
  there under.

          This opinion is furnished to you in connection with the filing of
  the Registration Statement and is not to be used, circulated, quoted or
  otherwise relied upon for any other purpose.

                                          Very truly yours,

                                          PEPPER HAMILTON LLP

  <PAGE>
                                                               Exhibit 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


  We consent to the incorporation by reference  in the Registration
  Statement of CVD Equipment Corporation on Form S-8, pertaining to the 2001
  Stock Option Plan of CVD Equipment Corporation, of our report dated March
  9, 2006, relating to the consolidated financial statements of CVD
  Equipment Corporation included in the Annual Report on Form 10-KSB for the
  year ended December 31, 2005.



                                       /s/ Moore Stephens, P.C.

                                         MOORE STEPHENS, P.C.
                                         Certified Public Accountants.

  Cranford, New Jersey
  November 21, 2006
[{"type": "S-8", "sequence": "1", "filename": "stockopt.txt", "description": "REGISTERING STOCK OPTION PLAN FOR CVD EQUIPMENT", "secsgml_size_bytes": 22860}, {"type": "S-8", "sequence": "2", "filename": "stockopt.pdf", "description": "REGISTERING STOCK OPTION PLAN FOR CVD EQUIPMENT - PDF", "secsgml_size_bytes": 264915}]
{"company-data": {"conformed-name": "CVD EQUIPMENT CORP", "cik": "0000766792", "assigned-sic": "3559", "irs-number": "112621692", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138903", "film-number": "061235623"}, "business-address": {"street1": "1860 SMITHTOWN AVE", "city": "RONKONKOMA", "state": "NY", "zip": "11779-7321", "phone": "6319817081"}, "mail-address": {"street1": "1860 SMITHTOWN AVE", "city": "RONKONKOMA", "state": "NY", "zip": "11779-7321"}}
As filed with the Securities and Exchange Commission on November 21, 2006
                                   Registration No. 333 -_________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                           ________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          __________________________
                          CVD EQUIPMENT CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

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

                            1860 Smithtown Avenue
                         Ronkonkoma, New York  11779

                          CVD EQUIPMENT CORPORATION
                            2001 STOCK OPTION PLAN
                           (Full Title of the Plan)

                                                   Copies to:
   Glen Charles                            Robert B. Murphy, Esq.
   Chief Financial Officer                 Pepper Hamilton LLP
   CVD Equipment Corporation               Hamilton Square
   1860 Smithtown Avenue                   600 Fourteenth Street, N.W.
   Ronkonkoma, New York 11779              Washington, DC 20005-2004
   (Name and Address of Agent for Service)

  _______________________________________________________
CALCULATION OF REGISTRATION FEE

  Title of Securities   Amount to Be    Proposed Maximum     Proposed Maximum        Amount of
  To Be Registered      Registered      Offering Price Per   Aggregate Offering   Registration Fee
                                        Share (1)            Price (1)
  --------------------  --------------  -------------------  -------------------  ----------------
Common Stock
  $.01 par value           300,000             $4.44              $1,332,000           $142.52
(1) Estimated solely for the purpose of calculating the registration
            fee in accordance with Rule 457(c) and (h) under the Securities
            Act of 1933, as amended.  The price per share is estimated based
            on the average of the high and low trading prices for CVD
            Equipment Corporation?s common stock as reported by the American
            Stock Exchange on November 17, 2006.
PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

  The document(s) containing the information specified by Part I of this
  Form S-8 Registration Statement (the "Registration Statement") will be
  sent or given to participants in the CVD Equipment Corporation 2001 Stock
  Option Plan (the "Plan") of CVD Equipment Corporation, a New York
  corporation (the "Company"), as specified in Rule 428(b)(1) promulgated by
  the Securities and Exchange Commission (the "Commission") under the
  Securities Act of 1933, as amended (the "Securities Act").  Such
  document(s) are not being filed with the Commission but constitute (along
  with the documents incorporated by reference into the Registration
  Statement pursuant to Item 3 of Part II hereof), a prospectus that meets
  the requirements of Section 10(a) of the Securities Act.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

            The following documents have been filed by CVD Equipment
  Corporation (the "Company") with the Securities and Exchange Commission
  (the "Commission") and are hereby incorporated by reference in this
  Registration Statement:

                 a. The Company's Annual Report on Form 10-KSB for the
  fiscal year ended December 31, 2005, as filed with the Commission on March
  27, 2006;

                 b. The Company's Quarterly Report on Form 10-QSB for the
  quarter ended September 30, 2006, as filed with the Commission on November
  15, 2006;

                 c. The Company's Quarterly Report on Form 10-QSB for the
  quarter ended June 30, 2006, as filed with the Commission on August 14,
  2006;

                 d. The Company's Quarterly Report on Form 10-QSB for the
  quarter ended March 31, 2006, as filed with the Commission on May 15,
  2006;

                 e. The description of the Company's class of Common Stock,
  $.01 par value, which is set forth in the Certificate of Incorporation of
  the Company on Form 8-A12B (Registration No. 001-16525) filed with the
  Commission on June 1, 2001 under Section 12(b) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act");

                 f. All documents subsequently filed by the Company with the
  Commission pursuant to Sections 13(a), 13(c), 14, 15(d) of the Securities
  Exchange Act of 1934, prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.

  Item 4.  Description of Securities.

            The description of the Company's class of Common Stock to be
  offered pursuant to this registration statement has been incorporated by
  reference into this Registration Statement as described in Item 3 of this
  Part II.

  Item 5.  Interest of Name Experts and Counsel.

            None.

  Item 6.  Indemnification of Directors and Officers.
Sections 721 through 726 of the New York Business Corporation
  Law provide for indemnification of directors and officers.  If a director
  or officer is successful on the merits or otherwise in a legal proceeding,
  he must be indemnified to the extent he was successful.  Further,
  indemnification is permitted in both third-party and derivative suits if
  he acted in good faith and for a purpose he reasonably believed was in the
  best interest of the Registrant, and if, in the case of a criminal
  proceeding, he had no reasonable cause to believe his conduct was
  unlawful.

            Indemnification under this provision applies to judgments,
  fines, amounts paid in settlement and reasonable expenses, in the case of
  third party actions, and amounts paid in settlement and reasonable
  expenses, in the case of derivative actions.  In a derivative action,
  however, a director or officer may not be indemnified for amounts paid to
  settle such a suit or for any claim, issue or matter as to which such
  person shall have been adjudged liable to the Registrant absent a court
  determination that the person is fairly and reasonably entitled to
  indemnity.

            Notwithstanding the failure of the Registrant to provide
  indemnification and despite any contrary resolution of the board or
  shareholders, indemnification shall be awarded by the proper court
  pursuant to Section 724 of the New York Business Corporation Law.

            Under New York law, expenses may be advanced upon receipt of an
  undertaking by or on behalf of the director or officer to repay the
  amounts in the event the recipient is ultimately found not to be entitled
  to indemnification.  The advance is conditioned only upon receipt of the
  undertaking and not upon a finding that the officer or director has met
  the applicable indemnity standards.

            The Registrant carries directors' and officers' insurance which
  covers its directors and officers against certain liabilities they may
  incur when acting in their capacity as directors or officers of the
  Registrant.

  Item 7.  Exemption from Registration Claimed.

            Not Applicable.

  Item 8.  Exhibits.
Exhibit
  Number                      Description
  --------       ----------------------------------------------------------
*4.1           CVD Equipment Corporation 2001 Stock Option Plan.

   4.2           Articles of Incorporation of the Registrant (incorporated
                 by Reference to Exhibits 3.1, 3.2, and 3.3 to the Annual
                 Report of the Registrant on Form 10-KSB for the year ended
                 December 31, 2005).

   4.3           By-laws of the Registrant (incorporated by reference to
                 Exhibit 3.4 to the Annual Report of the Registrant on Form
                 10-KSB for the year ended December 31, 2005).

  *5             Opinion of Pepper Hamilton LLP, Counsel to the Registrant
                 as to the legality of the share being registered under this
                 Registration Statement.

  *23.1          Consent of Moore Stephens, P.C, Independent Auditors

  *23.2          Consent of Pepper Hamilton LLP (included in opinion as
                 Exhibit 5).

  *24            Powers of Attorney of Directors and Certain Officers of the
                 Company (included on the signature pages hereof).

   99            Not Applicable.
  ____________________________
* Filed herewith
Item 9.  Undertakings.

  (a)  The undersigned Company hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:

            (i)  to include any prospectus required by Section 10(a)(3) of
  the Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising
  after the effective date of this Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in
  the Registration Statement.  Notwithstanding the foregoing, any increase
  or decrease in the
volume of securities offered (if the total dollar value of securities
  offered would not exceed that which was registered) and any deviation from
  the low or high end of the estimated maximum offering range may be
  reflected in the form of prospectus filed with the Commission pursuant to
  Rule 424(b) if, in the aggregate, the changes in volume and price
  represent no more than a 20% change in the maximum aggregate offering
  price set forth in the "Calculation of Registration Fee" table in the
  effective Registration Statement.

            (iii) to include any material information with respect to the
  plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement;

            Provided however, that paragraphs (a)(i) and (a)(ii) above do
  not apply if the information required to be included in a post-effective
  amendment by those subparagraphs is contained in periodic reports filed by
  the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934, that are incorporated by reference in this Registration
  Statement.

       (2)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

       (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at
  the termination of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for the purposes
  of determining any liability under the Securities Act of 1933, each filing
  of the registrant's annual report pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of
  an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide
  offering thereof.

  (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling
  person of the Company pursuant to the foregoing provisions described in
  Item 6 of this Registration Statement, or otherwise, the Company has been
  advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the
  Company in the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in connection
  with the securities being registered, the Company will, unless in the
  opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed
  in the Securities Act and will be governed by the final adjudication of
  such issue.
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on Form S-8 and
  had duly caused this Registration Statement to be signed on its behalf by
  the undersigned, thereunto duly authorized, in the Town of Ronkonkoma,
  State of New York on this 20th day of November, 2006.

                          CVD EQUIPMENT CORPORATION

                   By:_/s/ GLEN CHARLES___________________
                       Glen Charles
                       Chief Financial Officer and Controller
                       (Principal Financial and Accounting Officer)

                              POWER OF ATTORNEY

                                  SIGNATURES

       Each person whose signature appears below appoints Glen Charles his
  attorney-in-fact and agent, with full power of substitution and
  resubstitution, to sign and file with the Securities and Exchange
  Commission any amendments to the Registration Statement (including post-
  effective amendments), any registration statement permitted under Rule
  462(b) under the Securities Act of 1933 and any amendments thereto and to
  file with the Securities and Exchange Commission one or more supplements
  to any prospectus included in any of the foregoing, and generally to do
  anything else necessary or proper in connection therewith.

       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates stated.
Signature                            Title                      Date
  ------------------------   -----------------------------   -----------------
/s/ LEONARD A. ROSENBAUM   Chairman of the Board,          November 20, 2006
  Leonard A. Rosenbaum       President, Chief Executive
                             Officer and Director
                             (Principal Executive Officer)

  /s/ GLEN CHARLES           Chief Financial Officer and     November 20, 2006
  Glen Charles               Controller
                             (Principal Financial and
                             Accounting Officer)
/s/ MARTIN J. TEITELBAUM   Director                        November 20, 2006
  Martin J. Teitelbaum

  /s/ ALAN H. TEMPLE         Director                        November 20, 2006
  Alan H. Temple, Jr.

  /s/ CONRAD GUNTHER         Director                        November 20, 2006
  Conrad Gunther

  /s/ BRUCE T. SWAN          Director                        November 20, 2006
  Bruce T. Swan
EXHIBIT INDEX
Exhibit
  Number                      Description
  --------       ----------------------------------------------------------
*4.1           CVD Equipment Corporation 2001 Stock Option Plan.

   4.2           Articles of Incorporation of the Registrant (incorporated
                 by Reference to Exhibits 3.1, 3.2, and 3.3 to the Annual
                 Report of the Registrant on Form 10-KSB for the year ended
                 December 31, 2005).

   4.3           By-laws of the Registrant (incorporated by reference to
                 Exhibit 3.4 to the Annual Report of the Registrant on Form
                 10-KSB for the year ended December 31, 2005).

  *5             Opinion of Pepper Hamilton LLP, Counsel to the Registrant
                 as to the legality of the share being registered under this
                 Registration Statement.

  *23.1          Consent of Moore Stephens, P.C, Independent Auditors

  *23.2          Consent of Pepper Hamilton LLP (included in opinion as
                 Exhibit 5).

  *24            Powers of Attorney of Directors and Certain Officers of the
                 Company (included on the signature pages hereof).

   99            Not Applicable.
  ____________________________
* Filed herewith
Exhibit 5

  November 20, 2006

  Board of Directors
  CVD Equipment Corporation
  1860 Smithtown Avenue
  Ronkonkoma, NY 11779

              Re: Registration Statement on Form S-8 for
                  CVD Equipment Corporation
                  2001 Stock Option Plan

  Dear Sirs:

          We are acting as counsel to CVD Equipment Corporation, a New York
  Corporation (the "Corporation"), in connection with the preparation and
  filing of a Registration Statement on Form S-8 (the "Registration
  Statement") under the Securities Act of 1933, as amended, (the "Act") with
  the Securities and Exchange Commission (the "Commission") relating to the
  registration of 300,000 shares of common stock, $.01 par value per share
  (the "Shares"), of the Corporation offered for sale pursuant to CVD
  Equipment Corporation 2001 Stock Option Plan (the "Plan").

          In connection with this opinion, we have examined and relied upon
  copies certified or otherwise identified to our satisfaction of: (i) the
  Plan; (ii) an executed copy of the Registration Statement; (iii) the
  Corporation's Articles of Incorporation, and the Corporation's By-laws;
  and (iv) the minute books and other records of corporate proceedings of
  the Corporation, as made available to us by officers of the Corporation.
  In addition, we have reviewed such matters of law as we have deemed
  necessary or appropriate for the purpose of rendering this opinion.

          For purposes of this opinion we have assumed the authenticity of
  all documents submitted to us as originals, the conformity to originals of
  all documents submitted to us as certified or photostatic copies, and the
  authenticity of the originals of all documents submitted to us as copies.
  We have also assumed the legal capacity of all natural persons and the
  genuineness of all signatures on all documents examined by us.  As to
  certain factual matters material to the opinion expressed herein, we have
  relied, to the extent we deemed proper, upon representations, warranties
  and statements as to the factual matters of officers and other
  representatives of the Corporation.  This opinion is limited to the State
  of New York and the federal laws of the United States of America.  Without
  limiting the foregoing, we express no opinion with respect to the
  applicability thereto or effect of municipal laws or the rules,
  regulations or orders of any municipal agencies within any such state.
Based upon and subject to the foregoing qualifications,
  assumptions and limitations and the further limitations set forth below,
  it is our opinion that the Shares to be issued by the Company pursuant to
  the Plan have been duly authorized and reserved for issuance and, when
  certificates for the Shares have been duly executed by the Company,
  countersigned by a transfer agent, duly registered by a registrar for the
  Shares and issued and paid for in accordance with the terms of the Plan,
  the Shares will be validly issued, fully paid and non-assessable.

          This opinion is limited to the specific issues addressed herein,
  and no opinion may be inferred or implied beyond that expressly stated
  herein.  We assume no obligation to revise or supplement this opinion
  should the present laws of the State of New York or the federal laws of
  the United States of America be changed by legislative action, judicial
  decision or otherwise.

          We hereby consent to the filing of this letter as an Exhibit 5 to
  the Registration Statement.  In given such consent, we do not admit that
  we are in the category of persons whose consent is required under Section
  7 of the Act or the rules and regulations of the Commission promulgated
  there under.

          This opinion is furnished to you in connection with the filing of
  the Registration Statement and is not to be used, circulated, quoted or
  otherwise relied upon for any other purpose.

                                          Very truly yours,

                                          PEPPER HAMILTON LLP
Exhibit 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  We consent to the incorporation by reference  in the Registration
  Statement of CVD Equipment Corporation on Form S-8, pertaining to the 2001
  Stock Option Plan of CVD Equipment Corporation, of our report dated March
  9, 2006, relating to the consolidated financial statements of CVD
  Equipment Corporation included in the Annual Report on Form 10-KSB for the
  year ended December 31, 2005.

                                       /s/ Moore Stephens, P.C.

                                         MOORE STEPHENS, P.C.
                                         Certified Public Accountants.

  Cranford, New Jersey
  November 21, 2006