SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-C


           REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER
            QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER


                            CPI AEROSTRUCTURES, INC. 
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                 (Exact name of issuer as specified in charter)

                    200A Executive Drive, Edgewood, NY 11717
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                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (516) 586-5200



         I. CHANGE IN NUMBER OF OUTSTANDING SHARES

         Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding:

1.  Title of security: Common Stock, $.001 par value

2.  Number of shares outstanding before the change:  3,728,304

3.  Number of shares outstanding after the change:  5,778,304

4.  Effective date of change:  June 19, 1996

5.  Method of change:  Issuer issued shares of Common Stock.  See Exhibit A.

         Brief description of transaction: Issuer issued shares of Common Stock
in the transaction listed on Exhibit A attached hereto.


         II. CHANGE IN NAME OF ISSUER

1.  Name prior to change:  Not Applicable

2.  Name after change:  Not Applicable

3.  Effective date of charter amendment changing name:  Not Applicable

4.  Date of shareholder approval of change, if required:  Not Applicable


Date:  June 25, 1996

                                             /s/ Theodore J. Martines
                                          --------------------------------
                                          Name:  Theodore J. Martines
                                          Title:  Executive Vice President



EXHIBIT A
                             ATTACHMENT TO FORM 10-C
                               DATED JUNE 25, 1996


         The Issuer issued the following shares of its common stock in the
following transaction:

(i) 2,050,000 shares were issued on June 19, 1996 to accredited investors in
a private placement pursuant to Section 4(6) under the Securities Act of 1933,
as amended, and Regulation D thereunder as a part of 82 Units (the "Units") at
a purchase price per Unit of $25,000, each Unit consisting of 25,000 Common
Shares, $.001 par value per share (the "Common Shares"), and redeemable warrants
(the "Warrants") to purchase 12,500 Common Shares of the Company, at $2.00 per
share.