CPI AEROSTRUCTURES INC — Director's Dealing 2006

May 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2006-05-01

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
2006-05-01	Common Stock	P	100	$7.69	Acquired	611449	Indirect
2006-05-01	Common Stock	P	700	$7.69	Acquired	612149	Indirect
2006-05-01	Common Stock	P	400	$7.69	Acquired	612549	Indirect
2006-05-01	Common Stock	P	1100	$7.7	Acquired	613649	Indirect
2006-05-01	Common Stock	P	100	$7.7	Acquired	613749	Indirect
2006-05-01	Common Stock	P	800	$7.7	Acquired	614549	Indirect

Footnotes

F1: Represents 44 shares purchased by Midwood Capital Partners, LP ("LP") and 56 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 311 shares purchased by Midwood Capital Partners, LP and 389 shares purchased by Midwood Capital Partners QP, LP.

F3: Represents 178 shares purchased by Midwood Capital Partners, LP and 222 shares purchased by Midwood Capital Partners QP, LP.

F4: Represents 489 shares purchased by Midwood Capital Partners, LP and 611 shares purchased by Midwood Capital Partners QP, LP.

F5: Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.

F6: Represents 358 shares purchased by Midwood Capital Partners, LP and 442 shares purchased by Midwood Capital Partners QP, LP.