8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 5, 2004

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York				1-11398				11-2520310
(State or Other Jurisdiction of Incorporation)				(Commission File Number)				(IRS Employer Identification No.)

200A Executive Drive, Edgewood, New York				11717
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code (631) 586-5200

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)    Exhibits:

99.1	Press Release, dated May 5, 2004 announcing C-5 contract award.

99.2	Press Release, dated May 5, 2004 announcing March 31, 2004 financial results.

Item 9.    Regulation FD Disclosure

On May 5, 2004, CPI Aerostructures, Inc. issued a press release announcing its C-5 contract award. The press release is included as Exhibit 99.1 hereto.

Item 12.    Results of Operations and Financial Condition.

On May 5, 2004, CPI Aerostructures, Inc. issued a press release discussing its financial results for the first quarter ended March 31, 2004. The press release is included as Exhibit 99.2 hereto.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 5, 2004				CPI AEROSTRUCTURES, INC.
				By:				/s/ Edward J. Fred
								Edward J. Fred Chief Executive Officer

3

EX-99.1

                                                                    EXHIBIT 99.1




                                   [CPI LOGO]

                              FOR IMMEDIATE RELEASE

       CPI AEROSTRUCTURES ANNOUNCES POTENTIAL LARGEST CONTRACT IN ITS HISTORY;
               SEVEN-YEAR C-5 AWARD VALUED AT UP TO $215 MILLION

EDGEWOOD, NY - MAY 5, 2004 -- CPI Aerostructures, Inc. ("CPI") (AMEX: CVU) today
announced that the United States Air Force has awarded the Company a C-5 TOP
(Wing Tips, Others and Panels) contract, potentially valued at $215 million over
a seven-year period. This proposal was "set aside" for small businesses, under
which CPI qualifies. The immediate order amount is for $5.2 million, and
includes the delivery of wing tips, spoilers and panel assemblies.

Edward J. Fred, CPI's President & CEO stated, "This is a seven-year program to
provide the U.S. Air Force with parts for the C-5 aircraft on a 'requirements'
basis. A requirements contract is slightly different than a regular award in
that we do not receive one year 'releases,' such as we do with the T-38 program.
Under the terms of this award, the U.S. Government may order parts at any time,
and so the value of the award for a given year will grow as new requirements
arise. It is a very exciting contract award for us, both because of its sheer
magnitude, and because it validates CPI's ability as a prime manufacturer of
subassemblies for the aerostructures world."

Mr. Fred continued, "Today's award gives us greater confidence in our ability to
effectively compete on the next major bid, by allowing us to draw upon both our
track record of delivery and performance on the T-38 contract and the validation
of CPI evidenced by this new C-5 contract."

"This contract, along with the T-38 contract, should provide a steady long-term
revenue stream that CPI has previously been unaccustomed to. We now can
anticipate six to seven years of sustained revenue from just two contracts,
which bodes well for the Company's long-term success and continued strength,"
concluded Mr. Fred.



                                     (more)





CPI Aerostructures, Inc. News Release                                     Page 2
May 5, 2004


CONFERENCE CALL
CPI's President and CEO, Edward Fred, will host a conference call today, May 5,
2004 at 11:00am ET to discuss this contract, first quarter 2004 financial
results and other recent corporate developments. After opening remarks, there
will be a question and answer period. Interested parties may participate in the
call by dialing 973-317-5319. Please call in 10 minutes before the scheduled
time and ask for the CPI Aerostructures call. The conference call will also be
broadcast live over the Internet. To listen to the live call, please go to
www.cpiaero.com and click on the "Investor Relations" section, then click on
"Events". Please access the website 15 minutes prior to the call to download and
install any necessary audio software. The conference call will be archived and
can be accessed for approximately 90 days.

FOUNDED IN 1980, CPI AEROSTRUCTURES IS ENGAGED IN THE CONTRACT PRODUCTION OF
STRUCTURAL AIRCRAFT PARTS PRINCIPALLY FOR THE U.S. AIR FORCE AND OTHER BRANCHES
OF THE ARMED FORCES. IN CONJUNCTION WITH ITS ASSEMBLY OPERATIONS, CPI PROVIDES
ENGINEERING, TECHNICAL AND PROGRAM MANAGEMENT SERVICES. AMONG THE KEY PROGRAMS
THAT CPI SUPPLIES ARE THE C-5A GALAXY CARGO JET, THE T-38 TALON JET TRAINER, THE
A-10 THUNDERBOLT ATTACK JET AND THE E-3 SENTRY AWACS JET.

THE ABOVE STATEMENTS INCLUDE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, WHICH ARE DESCRIBED FROM TIME TO TIME IN CPI'S SEC REPORTS,
INCLUDING CPI'S FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2003.

CONTACT:
Ed Fred                                          Investor Relations Counsel:
President & Chief Executive Officer              The Equity Group Inc.
CPI Aerostructures, Inc.                         Sarah Torres  (212) 836-9611
(631) 586-5200                                   Linda Latman (212) 836-9609
www.cpiaero.com                                  www.theequitygroup.com

EX-99.2

                                                                    EXHIBIT 99.2

                                   [CPI LOGO]

                              FOR IMMEDIATE RELEASE

               CPI AEROSTRUCTURES ANNOUNCES FIRST QUARTER RESULTS

EDGEWOOD, NY - MAY 5, 2004 -- CPI Aerostructures, Inc. ("CPI") (AMEX: CVU) today
announced operating results for the first quarter ended March 31, 2004.
Primarily due to the public offering of 2,300,000 shares in the first quarter of
2003, diluted earnings per share for the three month period ended March 31, 2004
is calculated on 35% more shares than in the first quarter of 2003.

First quarter 2004 revenue increased 4% to $6,228,108 from $6,007,447 in last
year's first quarter. Income from operations was $1,088,018 compared to
$1,442,982 in the prior year, reflecting a rise in cost of sales as a percentage
of revenue, due to a slightly different product mix and a slight increase in
SG&A. Gross margin was 31%, in line with the Company's gross margin target of
30%-32%, versus 36% for the first quarter of last year. Net income was $651,812
or $0.11 per share on a diluted basis in the first quarter of 2004 compared to
$3,990,535 or $0.93 per share on a diluted basis for the first quarter of 2003.
In the first quarter of 2003, net income included the following non-recurring
gains:

     o    $253,332 related to the sale of certain assets of Kolar, Inc.
          (discontinued operations as of 12/31/01) which was recorded as "gain
          on sale of assets held for sale - discontinued operations";

     o    $2,431,233 from the extinguishment of debt related to the repurchase
          of a $4.0 million note and the related accrued interest at a
          substantial discount, which resulted in a $2.4 million gain on
          extinguishment of debt; and

     o    No income taxes were recorded because the Company utilized a portion
          of its net operating loss carryforward, which has since been exhausted
          for financial accounting purposes.

Excluding these non-recurring items, net income for the first quarter of 2003
was $783,582, or $0.18 per diluted share.

Edward J. Fred, CPI's President & CEO stated, "In spite of the slowdown in
contract awards we received in the fourth quarter of 2003, we are pleased that
our first quarter revenue exceeded last year's by 4%. Notwithstanding this
morning's announcement regarding the C-5 TOPs award, the U.S. government
continues to award contracts at a slower pace than we have seen in recent years.
Through April 30, 2004, new contract awards were $11.6 million, compared to
$15.5 million for the same four month period last year. Despite this, CPI's
fundamentals, particulary its balance sheet, remain strong. As of March 31,
2004, the Company had $1.4 million in cash, essentially no long-term debt,
shareholders' equity of $20.5 million and $19.9 million in working capital.
Additionally, costs and estimated earnings in excess of billings on uncompleted
contracts increased $1.2 million from $17.4 million in the fourth quarter of
2003, to $18.6 million in the first quarter of 2004, which will translate into
added profits in future quarters."

                                     (more)



CPI Aerostructures, Inc. News Release                                     Page 2
May 5, 2004

Mr. Fred added, "CPI's current bid-to-win ratio of 14% is well above the
industry average of 5%. We continue to be awarded contracts for programs that
we've been supporting for many years, demonstrating our ability to satisfy the
needs of our customers. In fact, just last week we announced that the U.S. Air
Force increased its 2004 contract award for the T-38 Talon trainer aircraft by
approximately $828,000, bringing the total value of the contract to $5.7
million. As of April 30, 2004, the Company had $35 million in funded backlog."

Mr. Fred concluded, "Our sense is that momentum will build in the second half of
2004, and we remain confident in our long-term prospects, as evidenced by this
morning's announcement of our major contract award. Due to the pace of new
contract awards to date, the size of new orders, and our customers' delivery
expectations, we expect 2004 revenue to be between $30.0 million and $31.5
million, representing a 10% to 15% increase over 2003, resulting in net income
of $3.7 million to $4.0 million, marking an 8.8% to 17.7% rise over the prior
year, after adjustment for the non-recurring items. We also have submitted bids
on a number of major contracts, in addition to the TOPs program, which if
granted to CPI, could provide dramatic upside to these financial projections."

CONFERENCE CALL
CPI's President and CEO, Edward Fred, will host a conference call today, May 5,
2004 at 11:00am ET to discuss these results as well as recent corporate
developments. After opening remarks, there will be a question and answer period.
Interested parties may participate in the call by dialing 973-317-5319. Please
call in 10 minutes before the scheduled time and ask for the CPI Aerostructures
call. The conference call will also be broadcast live over the Internet. To
listen to the live call, please go to www.cpiaero.com and click on the "Investor
Relations" section, then click on "Events". Please access the website 15 minutes
prior to the call to download and install any necessary audio software. The
conference call will be archived and can be accessed for approximately 90 days.

FOUNDED IN 1980, CPI AEROSTRUCTURES IS ENGAGED IN THE CONTRACT PRODUCTION OF
STRUCTURAL AIRCRAFT PARTS PRINCIPALLY FOR THE U.S. AIR FORCE AND OTHER BRANCHES
OF THE ARMED FORCES. IN CONJUNCTION WITH ITS ASSEMBLY OPERATIONS, CPI PROVIDES
ENGINEERING, TECHNICAL AND PROGRAM MANAGEMENT SERVICES. AMONG THE KEY PROGRAMS
THAT CPI SUPPLIES ARE THE C-5A GALAXY CARGO JET, THE T-38 TALON JET TRAINER, THE
A-10 THUNDERBOLT ATTACK JET AND THE E-3 SENTRY AWACS JET.

THE ABOVE STATEMENTS INCLUDE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, WHICH ARE DESCRIBED FROM TIME TO TIME IN CPI'S SEC REPORTS,
INCLUDING CPI'S FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2003.

CONTACT:
Ed Fred                                           Investor Relations Counsel:
President & Chief Executive Officer               The Equity Group Inc.
CPI Aerostructures, Inc.                          Sarah Torres  (212) 836-9611
(631) 586-5200                                    Linda Latman (212) 836-9609
www.cpiaero.com                                   www.theequitygroup.com

                            (See Accompanying Tables)





CPI Aerostructures, Inc. News Release                                     Page 3
May 5, 2004

                            CPI AEROSTRUCTURES, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)



                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                        2004              2003
                                                                                        ----              ----

Revenue                                                                           $6,228,108        $6,007,447

Income from operations                                                             1,088,018         1,442,982

Other income (expense):
Interest and other expense                                                           (1,206)         (137,012)

Gain on sale of assets held for sale -
   Discontinued operations                                                               -0-           253,332

Gain on extinguishment of debt                                                           -0-         2,431,233

Income before provision for income taxes                                           1,086,812         3,990,535

Provision for income taxes                                                           435,000               -0-

Net income                                                                           651,812         3,990,535

Earnings per common share -
Basic                                                                                  $0.12             $1.04
Diluted                                                                                $0.11             $0.93

Shares used in computing earnings per common share:
Basic                                                                              5,301,770         3,848,779
Diluted                                                                            5,800,120         4,311,529



        ADJUSTED PRO FORMA REMOVING CERTAIN BENEFITS FROM THE COMPARISON
- --------------------------------------------------------------------------------



                                                                                     FOR THE THREE MONTHS
                                                                                        ENDED MARCH 31,
                                                                                    2004                2003
                                                                                          (UNAUDITED)

Income before provision for income taxes                                          $1,086,812        $3,990,535
  Adjustments to remove non recurring gains:
  Gain on sale of assets held for sale - discontinued operations                          -0-         (253,332)
  Gain on extinguishment of debt                                                          -0-       (2,431,233)
Pretax income excluding non-recurring gains                                        1,086,812         1,305,970
  Adjustments to tax provision to make 40% effective rate                            435,000           522,388
  Adjusted net income- tax effected and excluding gains                             $651,812          $783,582
Earnings per common share - diluted                                                    $0.11             $0.18
Shares used in computing diluted earnings per common share                         5,800,120         4,311,529







CPI Aerostructures, Inc. News Release                                     Page 4
May 5, 2004


                                                                                   Unaudited             Audited
                        Balance Sheet Highlights                                     3/31/04            12/31/03


Cash                                                                             $ 1,411,699         $ 2,794,310

Total current assets                                                             $22,639,299         $23,399,350

Total Assets                                                                     $23,199,320         $23,939,090

Total current liabilities                                                         $2,690,595          $4,079,976

Working capital                                                                  $19,948,704         $19,319,374

Short-term debt                                                                       $7,071              $7,303

Long-term debt                                                                       $24,110             $26,311

Shareholders' equity                                                             $20,484,615         $19,832,803

Total Liabilities and Shareholders' Equity                                       $23,199,320         $23,939,090