8-K

UNITED STATES

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):  September 17, 2009

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	001-11398	11-2520310
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
60 Heartland Boulevard, Edgewood, New York (Address of Principal Executive Offices)		11717
		(Zip Code)

(631) 586-5200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 8.01. Other Events.  

On September 17, 2009, CPI Aerostructures, Inc. issued a press release announcing the filing of a shelf registration statement on Form S-3 with the Securities and Exchange Commission. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit                    Description

99.1 Press release.

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: September 17, 2009

CPI AEROSTRUCTURES, INC.

By: /s/ Vincent Palazzolo

Vincent Palazzolo

Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Description

99.1 Press Release.

4

EX-99

FOR IMMEDIATE RELEASE

CPI AEROSTRUCTURES ANNOUNCES FILING OF SHELF REGISTRATION STATEMENT ON FORM S-3

Edgewood, N.Y. (September 17, 2009) - CPI Aerostructures, Inc. (NYSE AMEX: CVU) (“CPI Aero®”) announced today that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”).  Under the shelf registration statement, when declared effective by the SEC, CPI Aero may offer and sell from time to time in the future, in one or more public offerings, up to $__ million of common stock, preferred stock, debt securities, warrants or units, or any combination thereof.  The specifics of any future offering, along with the prices, terms, and the use of proceeds of any such securities offered by CPI Aero, will be determined at the time of any such offering and will be described in detail in a prospectus supplement filed at the time of any such offering.

CPI Aero’s shelf registration statement has been filed with the Securities and Exchange Commission but has not yet become effective. The securities registered may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the securities covered by the registration statement will only be by means of a written prospectus supplement.

About CPI Aero

CPI Aero is engaged in the contract production of structural aircraft parts principally for the U.S. Air Force, other branches of the armed forces and leading prime defense contractors.  In conjunction with its assembly operations, CPI Aero provides engineering, technical and program management services.  Among the key programs that CPI Aero supplies are the C-5A Galaxy cargo jet, the T-38 Talon jet trainer, the A-10 Thunderbolt attack jet, the E-3 Sentry AWACS jet, the UH-60 Black Hawk helicopter, S-92 helicopter and the MH-60S mine countermeasure helicopter.

The above statements include forward looking statements that involve risks and uncertainties, which are described from time to time in CPI Aero’s SEC reports, including CPI Aero’s Annual Report on Form 10-K for the year ended December 31,

 2008 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

CPI Aero® is a registered trademark of CPI Aerostructures, Inc.

Contact Vincent Palazzolo Chief Financial Officer CPI Aero 631/586-5200 www.cpiaero.com   Investor Relations Counsel The Equity Group Inc. Linda Latman 212/836-9609 Lena Cati 212/836-9611 www.theequitygroup.com