Sec Form 4 Filing - BOWEN H KENT @ CPS TECHNOLOGIES CORP/DE/ - 2008-06-13

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BOWEN H KENT 2. Issuer Name and Ticker or Trading Symbol CPS TECHNOLOGIES CORP/DE/ [ CPSH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) HARVARD BUSINESS SCHOOL, MORGAN HALL SOLDIERS FIELD PK 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2008 (Street) BOSTON, MA02163 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/13/2008 M 16,000 A $ 1.34 16,000 D Common Stock 06/13/2008 M 8,000 A $ 1.25 24,000 D Common Stock 06/13/2008 M 8,000 A $ 0.3 32,000 D Common Stock 06/13/2008 M 8,000 A $ 0.31 40,000 D Common Stock 06/13/2008 M 16,000 A $ 1.02 56,000 D Common Stock 06/13/2008 M 8,000 A $ 1.5 64,000 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option $ 1.34 06/13/2008 M 16,000 01/22/2000 01/22/2009 Common Stock 16,000 $ 0 0 D Stock Option $ 1.25 06/13/2008 M 8,000 08/02/2001 08/02/2010 Common Stock 8,000 $ 0 0 D Stock Option $ 0.3 06/13/2008 M 8,000 10/09/2002 10/09/2011 Common Stock 8,000 $ 0 0 D Stock Option $ 0.31 06/13/2008 M 8,000 06/20/2004 06/20/2013 Common Stock 8,000 $ 0 0 D Stock Option $ 1.02 06/13/2008 M 16,000 12/14/2006 12/14/2015 Common Stock 16,000 $ 0 0 D Stock Option $ 1.5 06/13/2008 M 8,000 12/12/2007 12/12/2016 Common Stock 8,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOWEN H KENT HARVARD BUSINESS SCHOOL MORGAN HALL SOLDIERS FIELD PK BOSTON, MA02163 X Signatures H. Kent Bowen 06/13/2008 Signature of Reporting Person Date

Explanation of Responses:

Remarks: H. Kent Bowen retired from the Company's Board of Directors effective June 13, 2008, and in the above transations exercised all stock options owned by him which were vested as of June 13, 2008.Following all transactions reported on this Form 4, H. Kent Bowen owns 8,000 Stock Options which are not exercisable until 10/23/2008 but which will expire 90 days from the date of his resignation from the CPS Board of Directors.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.