Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MIDWOOD CAPITAL MANAGEMENT LLC
   2. Issuer Name and Ticker or Trading Symbol
CPI AEROSTRUCTURES INC [CVU] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
575 BOYLSTON ST., 4TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/11/2006
(Street)

BOSTON, MA 02116		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/11/2006   P   300 A $ 7.49 626,249 I see footnote (1)
Common Stock 05/11/2006   P   200 A $ 7.48 626,449 I see footnote (2)
Common Stock 05/11/2006   P   1,500 A $ 7.5 627,949 I see footnote (3)
Common Stock 05/11/2006   P   400 A $ 7.49 628,349 I see footnote (4)
Common Stock 05/11/2006   P   1,600 A $ 7.5 629,949 I see footnote (5)
Common Stock 05/11/2006   P   1,000 A $ 7.5 630,949 I see footnote (6)
Common Stock 05/11/2006   P   934 A $ 7.4619 631,883 I see footnote (7)
Common Stock 05/11/2006   P   1,166 A $ 7.4619 633,049 I see footnote (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MIDWOOD CAPITAL MANAGEMENT LLC
575 BOYLSTON ST.
4TH FLOOR
BOSTON, MA 02116		     X    
MIDWOOD CAPITAL PARTNERS LP
575 BOYLSTON ST.
4TH FLOOR
BOSTON, MA 02116		     X    
MIDWOOD CAPITAL PARTNERS QP LP
575 BOYLSTON ST.
4TH FLOOR
BOSTON, MA 02116		     X    
Cohen David E
575 BOYLSTON ST.
4TH FLOOR
BOSTON, MA 02116		     X    
DeMont Ross D
575 BOYLSTON ST.
4TH FLOOR
BOSTON, MA 02116		     X    

Signatures

 /s/ David E. Cohen, Managing Member of Midwood Capital Management LLC   05/15/2006
**Signature of Reporting Person Date
 /s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners, LP   05/15/2006
**Signature of Reporting Person Date
 /s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners QP, LP   05/15/2006
**Signature of Reporting Person Date
 /s/ David E. Cohen   05/15/2006
**Signature of Reporting Person Date
 /s/ Ross D. DeMont   05/15/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents 133 shares purchased by Midwood Capital Partners, LP ("LP") and 167 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
(2) Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.
(3) Represents 667 shares purchased by Midwood Capital Partners, LP and 833 shares purchased by Midwood Capital Partners QP, LP.
(4) Represents 178 shares purchased by Midwood Capital Partners, LP and 222 shares purchased by Midwood Capital Partners QP, LP.
(5) Represents 712 shares purchased by Midwood Capital Partners, LP and 888 shares purchased by Midwood Capital Partners QP, LP.
(6) Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.
(7) Represents 416 shares purchased by Midwood Capital Partners, LP and 518 shares purchased by Midwood Capital Partners QP, LP.
(8) Represents 518 shares purchased by Midwood Capital Partners, LP and 648 shares purchased by Midwood Capital Partners QP, LP.

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