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	800	$7.35	Acquired	546549	Indirect
2006-04-25	Common Stock	P	800	$7.36	Acquired	547349	Indirect
2006-04-25	Common Stock	P	900	$7.36	Acquired	548249	Indirect
2006-04-25	Common Stock	P	1600	$7.37	Acquired	549849	Indirect
2006-04-25	Common Stock	P	1400	$7.37	Acquired	551249	Indirect
2006-04-25	Common Stock	P	1300	$7.37	Acquired	552549	Indirect
2006-04-25	Common Stock	P	200	$7.40	Acquired	552749	Indirect
2006-04-25	Common Stock	P	800	$7.40	Acquired	553549	Indirect
2006-04-25	Common Stock	P	500	$7.40	Acquired	554049	Indirect
2006-04-25	Common Stock	P	500	$7.40	Acquired	554549	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	555549	Indirect
2006-04-25	Common Stock	P	300	$7.37	Acquired	555849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	556849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	557849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	558849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	559849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	560849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	561849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	562849	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	563849	Indirect
2006-04-25	Common Stock	P	700	$7.40	Acquired	564549	Indirect
2006-04-25	Common Stock	P	200	$7.40	Acquired	564749	Indirect
2006-04-25	Common Stock	P	800	$7.40	Acquired	565549	Indirect
2006-04-25	Common Stock	P	1000	$7.40	Acquired	566549	Indirect
2006-04-25	Common Stock	P	600	$7.40	Acquired	567149	Indirect
2006-04-25	Common Stock	P	400	$7.40	Acquired	567549	Indirect
2006-04-25	Common Stock	P	1400	$7.40	Acquired	568949	Indirect
2006-04-25	Common Stock	P	600	$7.40	Acquired	569549	Indirect
2006-04-25	Common Stock	P	2000	$7.40	Acquired	571549	Indirect
2006-04-25	Common Stock	P	200	$7.38	Acquired	571749	Indirect

Footnotes

F1: Represents 356 shares purchased by Midwood Capital Partners, LP ("LP") and 444 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 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP

F3: Represents 400 shares purchased by Midwood Capital Partners, LP and 500 shares purchased by Midwood Capital Partners QP, LP.

F4: Represents 712 shares purchased by Midwood Capital Partners, LP and 888 shares purchased by Midwood Capital Partners QP, LP.

F5: Represents 623 shares purchased by Midwood Capital Partners, LP and 777 shares purchased by Midwood Capital Partners QP, LP.

F6: Represents 578 shares purchased by Midwood Capital Partners, LP and 722 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 356 shares purchased by Midwood Capital Partners, LP and 444 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 222 shares purchased by Midwood Capital Partners, LP and 278 shares purchased by Midwood Capital Partners QP, LP.

F11: Represents 445 shares purchased by Midwood Capital Partners, LP and 555 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 445 shares purchased by Midwood Capital Partners, LP and 555 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 445 shares purchased by Midwood Capital Partners, LP and 555 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 445 shares purchased by Midwood Capital Partners, LP and 555 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 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F21: Represents 311 shares purchased by Midwood Capital Partners, LP and 389 shares purchased by Midwood Capital Partners QP, LP.

F22: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.

F23: Represents 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.

F24: Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.

F25: Represents 267 shares purchased by Midwood Capital Partners, LP and 333 shares purchased by Midwood Capital Partners QP, LP.

F26: Represents 178 shares purchased by Midwood Capital Partners, LP and 222 shares purchased by Midwood Capital Partners QP, LP.

F27: Represents 623 shares purchased by Midwood Capital Partners, LP and 777 shares purchased by Midwood Capital Partners QP, LP.

F28: Represents 267 shares purchased by Midwood Capital Partners, LP and 333 shares purchased by Midwood Capital Partners QP, LP.

F29: Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.

F30: Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.