EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CPI Aerostructures, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Dated:           May 9, 2012	CPI AEROSTRUCTURES, INC.
	(Registrant)
	By:	/s/ Edward J. Fred
		Edward J. Fred Chief Executive Officer, President and Director

Dated:           May 9, 2012	CPI AEROSTRUCTURES, INC.
	(Registrant)
	By:	/s/ Vincent Palazzolo
		Vincent Palazzolo Chief Financial Officer and Secretary