CPI AEROSTRUCTURES INC — Director's Dealing 2008

Mar 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2008-03-04

Reporting Person: ROSENFELD ERIC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-04	Common Stock	M	5000	$6.45	Acquired	934334	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-04	Stock Option (right to buy)	$6.45	M	5000	Disposed	2008-03-31	Common stock (5000)	Direct

Footnotes

F1: Represents (a) 5,000 common shares owned individually, (b) 46,000 common shares owned as joint tenants by Mr. Rosenfeld and his wife, and (c) 883,334 common shares held by Crescendo Partners II, L.P. Series L ("Crescendo Partners II"). Mr. Rosenfeld is the senior managing member of the sole general partner of Crescendo Partners II. Mr. Rosenfeld disclaims beneficial ownership of the shares held by Crescendo Partners II, except to the extent of his pecuniary interest therein.