CPI AEROSTRUCTURES INC — Director's Dealing 2006

Jul 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2006-07-14

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
2006-07-14	Common Stock	P	1000	$7.1	Disposed	628049	Indirect
2006-07-14	Common Stock	P	900	$7.07	Disposed	627149	Indirect
2006-07-14	Common Stock	P	800	$7.05	Disposed	626349	Indirect
2006-07-14	Common Stock	P	500	$7.07	Disposed	625849	Indirect
2006-07-14	Common Stock	P	200	$7.04	Disposed	625649	Indirect
2006-07-14	Common Stock	P	100	$7.04	Disposed	625549	Indirect
2006-07-14	Common Stock	P	100	$7.04	Disposed	625449	Indirect
2006-07-14	Common Stock	P	300	$7.04	Disposed	625149	Indirect
2006-07-14	Common Stock	P	100	$7.04	Disposed	625049	Indirect
2006-07-14	Common Stock	P	200	$7.04	Disposed	624849	Indirect
2006-07-14	Common Stock	P	300	$7.03	Disposed	624549	Indirect
2006-07-14	Common Stock	P	500	$7.03	Disposed	624049	Indirect
2006-07-17	Common Stock	P	800	$7.05	Disposed	623249	Indirect
2006-07-17	Common Stock	P	500	$7.00	Disposed	622749	Indirect
2006-07-18	Common Stock	P	900	$7.01	Disposed	621849	Indirect
2006-07-18	Common Stock	P	1000	$7.00	Disposed	620849	Indirect
2006-07-18	Common Stock	P	100	$7.00	Disposed	620749	Indirect
2006-07-18	Common Stock	P	1000	$7.00	Disposed	619749	Indirect
2006-07-18	Common Stock	P	1000	$7.00	Disposed	618749	Indirect
2006-07-18	Common Stock	P	4400	$7.00	Disposed	614349	Indirect

Footnotes

F1: Represents 461 shares purchased by Midwood Capital Partners, LP ("LP") and 539 shares sold by Midwood Capital Partners QP, LP ("QP"). All shares sold by LP and QP were also indirectly held by Midwood Capital Management LLC, and by David E. Cohen and Ross D. DeMont, General Partner of LP and QP and managing members of the General Partner, respectively

F2: Represents 400 shares purchased by Midwood Capital Partners, LP and 500 shares purchased by Midwood Capital Partners QP, LP.

F3: Represents 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.

F4: Represents 222 shares purchased by Midwood Capital Partners, LP and 278 shares purchased by Midwood Capital Partners QP, LP.

F5: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.

F6: Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.

F7: Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.

F8: Represents 133 shares purchased by Midwood Capital Partners, LP and 167 shares purchased by Midwood Capital Partners QP, LP.

F9: Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.

F10: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.

F11: Represents 133 shares purchased by Midwood Capital Partners, LP and 167 shares purchased by Midwood Capital Partners QP, LP.

F12: Represents 226 shares purchased by Midwood Capital Partners, LP and 274 shares purchased by Midwood Capital Partners QP, LP.

F13: Represents 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.

F14: Represents 222 shares purchased by Midwood Capital Partners, LP and 278 shares purchased by Midwood Capital Partners QP, LP.

F15: Represents 400 shares purchased by Midwood Capital Partners, LP and 500 shares purchased by Midwood Capital Partners QP, LP.

F16: Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F17: Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.

F18: Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F19: Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F20: Represents 1958 shares purchased by Midwood Capital Partners, LP and 2442 shares purchased by Midwood Capital Partners QP, LP.