CPI AEROSTRUCTURES INC — Director's Dealing 2004

May 27, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2004-05-17

Reporting Person: Palazzolo Vincent (Chief Financial Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to purchase common stock	$10.48	2014-05-16	Common Stock (50000)		Direct

Footnotes

F1: This option shall vest as to 25,000 shares on May 17, 2005 and as to the remaining 25,000 shares on May 17, 2006.