CPI AEROSTRUCTURES INC — Capital/Financing Update 2017

Sep 28, 2017

CORRESP 1 filename1.htm

Field: Rule-Page

Field: /Rule-Page

CPI AEROSTRUCTURES, INC.

91 Heartland Boulevard

Edgewood, NY 11717

September 28, 2017

Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re: CPI Aerostructures, Inc.

Registration Statement on Form S-3

Filed August 22, 2017

File No. 333-220090

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, CPI Aerostructures, Inc. (the “ Company ”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement (File No. 333-220090), so that such Registration Statement will become effective at 4:30 p.m. Eastern Time on Monday, October 2, 2017, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

| • | should the Securities and Exchange Commission (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. |

Sincerely,
CPI AEROSTRUCTURES, INC.
By:	/s/ Douglas McCrosson
	Name: Douglas McCrosson
	Title: Chief Executive Officer

Field: Page; Sequence: 1; Options: Last

Field: /Page