SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MIDWOOD CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 575 BOYLSTON STREET, 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 04/25/2006
	4. If Amendment, Date of 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

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	04/25/2006		P		800	A	$7.35	546,549	I	See Footnote(1)
Common Stock	04/25/2006		P		800	A	$7.36	547,349	I	See Footnote(2)
Common Stock	04/25/2006		P		900	A	$7.36	548,249	I	See Footnote(3)
Common Stock	04/25/2006		P		1,600	A	$7.37	549,849	I	See Footnote(4)
Common Stock	04/25/2006		P		1,400	A	$7.37	551,249	I	See Footnote(5)
Common Stock	04/25/2006		P		1,300	A	$7.37	552,549	I	See Footnote(6)
Common Stock	04/25/2006		P		200	A	$7.4	552,749	I	See Footnote(7)
Common Stock	04/25/2006		P		800	A	$7.4	553,549	I	See Footnote(8)
Common Stock	04/25/2006		P		500	A	$7.4	554,049	I	See Footnote(9)
Common Stock	04/25/2006		P		500	A	$7.4	554,549	I	See Footnote(10)
Common Stock	04/25/2006		P		1,000	A	$7.4	555,549	I	See Footnote(11)
Common Stock	04/25/2006		P		300	A	$7.37	555,849	I	See Footnote(12)
Common Stock	04/25/2006		P		1,000	A	$7.4	556,849	I	See Footnote(13)
Common Stock	04/25/2006		P		1,000	A	$7.4	557,849	I	See Footnote(14)
Common Stock	04/25/2006		P		1,000	A	$7.4	558,849	I	See Footnote(15)
Common Stock	04/25/2006		P		1,000	A	$7.4	559,849	I	See Footnote(16)
Common Stock	04/25/2006		P		1,000	A	$7.4	560,849	I	See Footnote(17)
Common Stock	04/25/2006		P		1,000	A	$7.4	561,849	I	See Footnote(18)
Common Stock	04/25/2006		P		1,000	A	$7.4	562,849	I	See Footnote(19)
Common Stock	04/25/2006		P		1,000	A	$7.4	563,849	I	See Footnote(20)
Common Stock	04/25/2006		P		700	A	$7.4	564,549	I	See Footnote(21)
Common Stock	04/25/2006		P		200	A	$7.4	564,749	I	See Footnote(22)
Common Stock	04/25/2006		P		800	A	$7.4	565,549	I	See Footnote(23)
Common Stock	04/25/2006		P		1,000	A	$7.4	566,549	I	See Footnote(24)
Common Stock	04/25/2006		P		600	A	$7.4	567,149	I	See Footnote(25)
Common Stock	04/25/2006		P		400	A	$7.4	567,549	I	See Footnote(26)
Common Stock	04/25/2006		P		1,400	A	$7.4	568,949	I	See Footnote(27)
Common Stock	04/25/2006		P		600	A	$7.4	569,549	I	See Footnote(28)
Common Stock	04/25/2006		P		2,000	A	$7.4	571,549	I	See Footnote(29)
Common Stock	04/25/2006		P		200	A	$7.38	571,749	I	See Footnote(30)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* MIDWOOD CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 575 BOYLSTON STREET, 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cohen David E (Last) (First) (Middle) C/O MIDWOOD CAPITAL MANAGEMENT LLC 575 BOYLSTON STREET, 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DeMont Ross D (Last) (First) (Middle) C/O MIDWOOD CAPITAL MANAGEMENT LLC 575 BOYLSTON STREET, 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIDWOOD CAPITAL PARTNERS LP (Last) (First) (Middle) C/O MIDWOOD CAPITAL MANAGEMENT LLC 575 BOYLSTON STREET, 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIDWOOD CAPITAL PARTNERS QP LP (Last) (First) (Middle) C/O MIDWOOD CAPITAL MANAGEMENT LLC 575 BOYLSTON STREET, 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

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

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

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

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

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

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

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

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

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

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

12. Represents 133 shares purchased by Midwood Capital Partners, LP and 167 shares purchased by Midwood Capital Partners QP, LP.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC	04/27/2006
	/s/ David E. Cohen	04/27/2006
	/s/ Ross D. DeMont	04/27/2006
	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners, LP	04/27/2006
	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners QP, LP	04/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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