CPI AEROSTRUCTURES INC — Director's Dealing 2006

Aug 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2006-08-29

Reporting Person: MIDWOOD CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: MIDWOOD CAPITAL PARTNERS LP (10% Owner)
Reporting Person: MIDWOOD CAPITAL PARTNERS QP LP (10% Owner)
Reporting Person: Cohen David E (10% Owner)
Reporting Person: DeMont Ross D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-29	Common Stock	S	1600	$4.4	Disposed	610749	Indirect
2006-08-29	Common Stock	S	400	$4.4	Disposed	610349	Indirect
2006-08-29	Common Stock	S	200	$4.4	Disposed	610149	Indirect
2006-08-29	Common Stock	S	2100	$4.38	Disposed	608049	Indirect
2006-08-30	Common Stock	S	100	$4.42	Disposed	607949	Indirect
2006-08-30	Common Stock	S	1000	$4.41	Disposed	606949	Indirect
2006-08-30	Common Stock	S	200	$4.4	Disposed	606749	Indirect

Footnotes

F1: Represents 711 shares sold by Midwood Capital Partners, LP ("LP") and 889 shares sold by Midwood Capital Partners QP, LP ("QP"). All such shares sold by LP and QP were also indirectly held by Midwood Capital Management LLC, General Partner of LP and QP, and by David E. Cohen and Ross D. DeMont, managing members of the General Partner

F2: Represents 178 shares sold by LP and 222 shares sold by QP

F3: Represents 89 shares sold by LP and 111 shares sold by QP

F4: Represents 932 shares sold by LP and 1168 shares sold by QP

F5: Represents 44 shares sold by LP and 56 shares sold by QP

F6: Represents 444 shares sold by LP and 556 shares sold by QP

F7: Represents 89 shares sold by LP and 111 shares sold by QP