CPI AEROSTRUCTURES INC — Director's Dealing 2006

May 11, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2006-05-10

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
2006-05-10	Common Stock	P	2500	$7.5	Acquired	617049	Indirect
2006-05-10	Common Stock	P	300	$7.46	Acquired	617349	Indirect
2006-05-10	Common Stock	P	200	$7.46	Acquired	617549	Indirect
2006-05-10	Common Stock	P	1000	$7.46	Acquired	618549	Indirect
2006-05-10	Common Stock	P	200	$7.46	Acquired	618749	Indirect
2006-05-10	Common Stock	P	200	$7.47	Acquired	618949	Indirect
2006-05-10	Common Stock	P	600	$7.47	Acquired	619549	Indirect
2006-05-10	Common Stock	P	600	$7.47	Acquired	620149	Indirect
2006-05-10	Common Stock	P	100	$7.48	Acquired	620249	Indirect
2006-05-10	Common Stock	P	200	$7.48	Acquired	620449	Indirect
2006-05-10	Common Stock	P	800	$7.48	Acquired	621249	Indirect
2006-05-10	Common Stock	P	300	$7.48	Acquired	621549	Indirect
2006-05-10	Common Stock	P	800	$7.48	Acquired	622349	Indirect
2006-05-10	Common Stock	P	1000	$7.48	Acquired	623349	Indirect
2006-05-10	Common Stock	P	100	$7.48	Acquired	623449	Indirect
2006-05-10	Common Stock	P	2200	$7.5	Acquired	625649	Indirect
2006-05-10	Common Stock	P	300	$7.5	Acquired	625949	Indirect

Footnotes

F1: Represents 1081 shares purchased by Midwood Capital Partners, LP ("LP") and 1419 shares purchased by Midwood Capital Partners QP, LP ("QP"). All shares purchased by LP and QP are 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 133 shares purchased by Midwood Capital Partners, LP and 167 shares purchased by Midwood Capital Partners QP, LP.

F3: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.

F4: Represents 445 shares purchased by Midwood Capital Partners, LP and 555 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 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.

F7: Represents 267 shares purchased by Midwood Capital Partners, LP and 333 shares purchased by Midwood Capital Partners QP, LP.

F8: Represents 267 shares purchased by Midwood Capital Partners, LP and 333 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 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.

F12: Represents 133 shares purchased by Midwood Capital Partners, LP and 167 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 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F15: Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.

F16: Represents 979 shares purchased by Midwood Capital Partners, LP and 1221 shares purchased by Midwood Capital Partners QP, LP.

F17: Represents 135 shares purchased by Midwood Capital Partners, LP and 165 shares purchased by Midwood Capital Partners QP, LP.