8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Date of report (Date of earliest event reported): November 15, 2004

Commission file number: 0-16088

CERAMICS PROCESS SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization	04-2832409 (I.R.S. Employer Identification No.)
111 South Worcester Street P.O. Box 338 Chartley MA (Address of principal executive offices)	02712-0338 (Zip Code)

Registrant`s telephone no., including area code: 508-222-0614

Item 4.01. Changes in Registrant`s Certifying Accountant

Ceramics Process Systems Corporation (Registrant or the Company) is amending the Company`s Form 8-K dated February 8, 2005 to reflect events that occurred on November 15, 2004.

On November 15, 2004, Sansiveri, Kimball & McNamee, LLP (SKM) resigned as the independent public accountants of Ceramics Process Systems Corporation. On November 15, 2004, SKM also initiated the process of resigning from the Public Company Accounting Oversight Board. and SKM informed the Company that the reason for their its resignation as the Company`s independent public accountants was they that it had made the decision to exit the business of auditing publicly-traded companies. The resignation by SKM was not the result of any disagreement between the Company and SKM. The Company`s decision to change accountants was triggered solely by SKM`s resignation, and was therefore not recommended or approved by the Company`s Board of Directors; however, rather the Company`s Board of Directors accepted SKM`s resignation.

SKM`s reports on the Registrant`s financial statements for each of the last two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was itwere they qualified or modified as to uncertainty, audit scope, or accounting principles. The Registrant`s last two fiscal years were fiscal 2003, which ended December 27, 2003, and fiscal 2002 which ended December 28, 2002.

During the Registrant`s two most recent fiscal years and through November 15, 2004, there were no disagreements with SKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of SKM, would have caused it to make a reference to the subject matter of the disagreement(s) in connection with its reports on the financial statements for such years.

During the Registrant`s two most recent fiscal years and through November 15, 2004, there were no "reportable events" as defined in Item 304(a)(1)(v) of regulation S-K.

On February 8, 2005, the Board of Directors of the Company, upon the recommendation of its Audit Committee, authorized the engagement of Wolf & Company PC (Wolf) to serve as the Company`s independent public accountants.

Wolf replaces Sansiveri, Kimball & McNamee LLP who resigned as the Company`s independent public accountants on November 15, 2004.

During the two most recent fiscal years and through February 8, 2005, prior to engaging Wolf, neither the Registrant nor anyone on its behalf consulted Wolf regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant`s financial statements, and neither a written report was provided to the Registrant nor oral advice was provided that Wolf concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of either a disagreement or a reportable event described in above.

Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.

1. Financial Statements of Businesses Acquired: Not applicable.
2. Pro Forma Financial Information: Not applicable
3. Exhibits:

16.1 Letter from SKM to CPS dated February 16, 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 16, 2005 /s/ Grant C. Bennett President and Treasurer

EX-16

February 16, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Ceramics Process Systems Corporation (copy attached) which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8-K/A, as part of the Company`s Form 8-K/A report dated November 15, 2004filed on the date hereof. We agree with the statements concerning our Firm in such Form 8-K/A.

Very truly yours,

/s/ Sansiveri, Kimball & McNamee L.L.P.

Sansiveri, Kimball & McNamee, L.L.P.
Providence, Rhode Island