CPI AEROSTRUCTURES INC — Director's Dealing 2006

Apr 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2006-04-25

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
2006-04-25	Common Stock	P	1800	$7.40	Acquired	573549	Indirect
2006-04-26	Common Stock	P	100	$7.40	Acquired	573649	Indirect
2006-04-26	Common Stock	P	1000	$7.40	Acquired	574649	Indirect
2006-04-26	Common Stock	P	400	$7.40	Acquired	575049	Indirect
2006-04-26	Common Stock	P	2000	$7.40	Acquired	577049	Indirect
2006-04-26	Common Stock	P	2000	$7.40	Acquired	579049	Indirect
2006-04-26	Common Stock	P	200	$7.40	Acquired	579249	Indirect
2006-04-26	Common Stock	P	600	$7.40	Acquired	579849	Indirect
2006-04-26	Common Stock	P	500	$7.50	Acquired	580349	Indirect
2006-04-26	Common Stock	P	2000	$7.55	Acquired	582349	Indirect
2006-04-26	Common Stock	P	1023	$7.573	Acquired	583372	Indirect
2006-04-26	Common Stock	P	1277	$7.573	Acquired	584649	Indirect

Footnotes

F1: Represents 802 shares purchased by Midwood Capital Partners, LP ("LP") and 998 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 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.

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

F4: Represents 178 shares purchased by Midwood Capital Partners, LP and 222 shares purchased by Midwood Capital Partners QP, LP.

F5: Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.

F6: Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.

F7: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 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 222 shares purchased by Midwood Capital Partners, LP and 278 shares purchased by Midwood Capital Partners QP, LP.

F10: Represents 891 shares purchased by Midwood Capital Partners, LP and 1109 shares purchased by Midwood Capital Partners QP, LP.

F11: Represents 455 shares purchased by Midwood Capital Partners, LP and 568 shares purchased by Midwood Capital Partners QP, LP.

F12: Represents 568 shares purchased by Midwood Capital Partners, LP and 709 shares purchased by Midwood Capital Partners QP, LP.