CPI AEROSTRUCTURES INC — Director's Dealing 2006

May 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2006-04-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-27	Common Stock	P	1800	$7.55	Acquired	586449	Indirect
2006-04-27	Common Stock	P	1500	$7.55	Acquired	587949	Indirect
2006-04-27	Common Stock	P	700	$7.55	Acquired	588649	Indirect
2006-04-27	Common Stock	P	1000	$7.51	Acquired	589649	Indirect
2006-04-27	Common Stock	P	1000	$7.55	Acquired	590649	Indirect
2006-04-27	Common Stock	P	2300	$7.50	Acquired	592949	Indirect
2006-04-27	Common Stock	P	1000	$7.55	Acquired	593949	Indirect
2006-04-27	Common Stock	P	700	$7.55	Acquired	594649	Indirect
2006-04-27	Common Stock	P	200	$7.55	Acquired	594849	Indirect
2006-04-27	Common Stock	P	1300	$7.55	Acquired	596149	Indirect
2006-04-27	Common Stock	P	500	$7.55	Acquired	596649	Indirect
2006-04-27	Common Stock	P	2000	$7.55	Acquired	598649	Indirect
2006-04-27	Common Stock	P	2000	$7.55	Acquired	600649	Indirect
2006-04-27	Common Stock	P	2000	$7.55	Acquired	602649	Indirect
2006-04-27	Common Stock	P	200	$7.55	Acquired	602849	Indirect
2006-04-27	Common Stock	P	2000	$7.55	Acquired	604849	Indirect
2006-04-27	Common Stock	P	800	$7.55	Acquired	605649	Indirect
2006-04-27	Common Stock	P	1200	$7.55	Acquired	606849	Indirect
2006-04-27	Common Stock	P	1500	$7.55	Acquired	608349	Indirect
2006-04-27	Common Stock	P	900	$7.55	Acquired	609249	Indirect
2006-04-27	Common Stock	P	2100	$7.55	Acquired	611349	Indirect

Footnotes

F1: Represents 801 shares purchased by Midwood Capital Partners, LP ("LP") and 999 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 667 shares purchased by Midwood Capital Partners, LP and 833 shares purchased by Midwood Capital Partners QP, LP.

F3: Represents 311 shares purchased by Midwood Capital Partners, LP and 389 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 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F6: Represents 1023 shares purchased by Midwood Capital Partners, LP and 1277 shares purchased by Midwood Capital Partners QP, LP.

F7: Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F8: Represents 311 shares purchased by Midwood Capital Partners, LP and 389 shares purchased by Midwood Capital Partners QP, LP.

F9: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.

F10: Represents 578 shares purchased by Midwood Capital Partners, LP and 722 shares purchased by Midwood Capital Partners QP, LP.

F11: Represents 222 shares purchased by Midwood Capital Partners, LP and 278 shares purchased by Midwood Capital Partners QP, LP.

F12: Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.

F13: Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.

F14: Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.

F15: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.

F16: Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.

F17: Represents 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.

F18: Represents 534 shares purchased by Midwood Capital Partners, LP and 666 shares purchased by Midwood Capital Partners QP, LP.

F19: Represents 669 shares purchased by Midwood Capital Partners, LP and 831 shares purchased by Midwood Capital Partners QP, LP.

F20: Represents 400 shares purchased by Midwood Capital Partners, LP and 500 shares purchased by Midwood Capital Partners QP, LP.

F21: Represents 935 shares purchased by Midwood Capital Partners, LP and 1165 shares purchased by Midwood Capital Partners QP, LP.