CPI AEROSTRUCTURES INC — Director's Dealing 2004

May 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2004-05-10

Reporting Person: AUGUST ARTHUR (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-10	Common Stock	M	55000	$2.79	Acquired	316694	Direct
2004-05-10	Common Stock	F	14275	$10.75	Disposed	302419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-10	Option to Purchase Common Stock	$2.79	M	55000	Disposed	2004-12-31	Common Stock (55000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect