S-8

    As filed with the Securities and Exchange Commission on December 2, 2005
                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            CPI AEROSTRUCTURES, INC.
             (Exact Name of Registrant as Specified in Its Charter)


             NEW YORK                                    11-2520310
 (State or Other Jurisdiction of                      (I.R.S. Employer
  Incorporation or Organization)                     Identification No.)

                               60 HEARTLAND BLVD.
                            EDGEWOOD, NEW YORK 11717
          (Address of Principal Executive Offices, including Zip Code)

                          PERFORMANCE EQUITY PLAN 2000
                            (Full Title of the Plans)

                                 EDWARD J. FRED
                      President and Chief Executive Officer
                            CPI Aerostructures, Inc.
                               60 Heartland Blvd.
                            Edgewood, New York 11717
                                 (631) 586-5200
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                 with a copy to:
                             DAVID ALAN MILLER, ESQ.
                                 Graubard Miller
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 818-8800








                         CALCULATION OF REGISTRATION FEE

================================================ ===================== ==================== ================= =================
                                                                                                PROPOSED
                                                                        PROPOSED MAXIMUM        MAXIMUM
                                                     AMOUNT TO BE      OFFERING PRICE PER       AGGREGATE        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED                  REGISTERED              SHARE          OFFERING PRICE   REGISTRATION FEE
================================================ ===================== ==================== ================= =================


Common Stock issuable upon exercise of options      400,000 shares(1)       $9.50(2)         $3,800,000        $406.60
that may be granted under the Registrant's
Performance Equity Plan 2000
- ------------------------------------------------ --------------------- -------------------- ----------------- -----------------

                                                                       TOTAL                 $3,800,000        $406.60
=========================================================================================== ================= =================




(1)      Represents the increased number of shares of common stock that may be
         issued by us under the Performance Equity Plan 2000 ("2000 Plan").
         Pursuant to Rule 416, there are also being registered additional shares
         of common stock as may become issuable pursuant to the anti-dilution
         provisions of the 2000 Plan.

(2)      Based on the last sale price of our common stock on November 29, 2005,
         as reported by the American Stock Exchange, in accordance with Rules
         457(c) and 457(h) promulgated under the Securities Act.

                              ---------------------

         In accordance with the provisions of Rule 462 promulgated under the
Securities Act, the Registration Statement will become effective upon filing
with the Securities and Exchange Commission ("SEC").

                              ---------------------









                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION *

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*






 *       Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act, and the Note to Part I of the
         Instructions to Form S-8.




                                        1





                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by us with the SEC are
incorporated by reference in this Registration Statement:

     o   Annual Report on Form 10-KSB for the fiscal year ended December 31,
         2004, filed with the SEC pursuant to Section 13(a) of the Securities
         Exchange Act of 1934, as amended ("Exchange Act");

     o   Current Report on Form 8-K, dated February 7, 2005, filed with the SEC
         on February 10, 2005;

     o   Current Report on Form 8-K, dated March 29, 2005, filed with the SEC on
         March 29, 2005;

     o   Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
         filed with the SEC pursuant to Section 13(a) of the Exchange Act;

     o   Proxy Statement, dated April 22, 2005;

     o   Current Report on Form 8-K, dated May 11, 2005, filed with the SEC on
         May 11, 2005;

     o   Current Report on Form 8-K, dated May 24, 2005, filed with the SEC on
         May 24, 2005;

     o   Quarterly Report on Form 10-Q for the quarter ended June 30, 2005,
         filed with the SEC pursuant to Section 13(a) of the Exchange Act;

     o   Current Report on Form 8-K, dated August 11, 2005, filed with the SEC
         on August 16, 2005;

     o   Quarterly Report on Form 10-Q for the quarter ended September 30, 2005,
         filed with the SEC pursuant to Section 13(a) of the Exchange Act;

     o   Current Report on Form 8-K, dated November 9, 2005, filed with the SEC
         on November 10, 2005; and

     o   The description of the Common Stock contained in Registrant's Form 8-A
         (File No. 1-11398), filed pursuant to Section 12(b) of the Exchange
         Act, including any amendment(s) or report(s) filed for the purpose of
         updating such description.

         In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, is deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective date of filing of such documents. Any statement contained in
a document incorporated by reference in this Registration Statement is modified
or superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document that is
incorporated by reference modifies or replaces such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Our common stock is registered under Section 12(b) of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       2





ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 721 through 726, inclusive, of the Business Corporation Law of
New York ("BCL") authorizes New York corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been officers or directors and to purchase and maintain insurance for
indemnification of such officers and directors. Section 402(b) of the BCL
permits a corporation, by so providing in its certificate of incorporation, to
eliminate or limit directors' personal liability to the corporation or its
shareholders for damages arising out of certain alleged breaches of their duties
as directors. The BCL, however, provides that no such limitation of liability
may affect a director's liability with respect to any of the following: (1) acts
or omissions made in bad faith or which involved intentional misconduct or a
knowing violation of law; (2) any transaction from which the director derived a
financial profit or other advantage to which he was not legally entitled; (3)
the declaration of dividends or other distributions or purchase or redemption of
shares in violation of the BCL; or (4) the distribution of assets to
shareholders after dissolution of the corporation without paying or adequately
providing for all known liabilities of the corporation or making loans to
directors in violation of the BCL.

         The Registrant's Certificate of Incorporation, as amended, provides
that the personal liability of the directors of the Registrant is eliminated to
the fullest extent permitted by Section 402(b) of the BCL. In addition, the
Amended and Restated By-laws of the Registrant provide in substance that each
director and officer shall be indemnified by the Registrant against reasonable
expenses, including attorney's fees, and any liabilities that he or she may
incur in connection with any action to which he or she may be made a party by
reason of his or her being or having been a director or officer of the
Registrant. The indemnification provided by the Registrant's By-laws is not
deemed exclusive of or in any way to limit any other rights which any person
seeking indemnification may be entitled. The Registrant also has directors' and
officers' liability insurance.

         In addition, the Registrant has entered into Indemnification Agreements
with each of its executive officers and directors which provide that the
Registrant will indemnify and advance expenses to such officer or director to
the fullest extent permitted by law and provides the procedure for entitlement
of indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Exhibit No.   Description
         -----------   -----------

         4.2           Performance Equity Plan 2000 (incorporated by reference
                       to Exhibit 10.29 to the Registrant's Annual Report on
                       Form 10-KSB for the year ended December 31, 2000)

         5.1           Opinion of Graubard Miller*

         23.1          Consent of J.H. Cohn LLP*

         23.2          Consent of Goldstein Golub Kessler LLP*

         23.3          Consent of Graubard Miller (included in Exhibit 5.1)*

         24.1          Powers of Attorney (included on the signature page to
                       this Registration Statement)*

* Filed Herewith

ITEM 9.  UNDERTAKINGS.

         (a)   The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                                       3



               (2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the registration of the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       4





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Edgewood, State of New York, on this 30th day of
November, 2005.

                                   CPI AEROSTRUCTURES, INC.


                                   By: /s/ Edward J. Fred
                                   ---------------------------------------------
                                           Edward J. Fred
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eric Rosenfeld or Edward J. Fred his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature               Title                                  Date

/s/ Eric Rosenfeld      Chairman of the Board of               November 30, 2005
- ----------------------- Directors
Eric Rosenfeld

/s/ Edward J. Fred      Chief Executive Officer,               November 30, 2005
- ----------------------- President, Secretary and
Edward J. Fred          Director


/s/ Arthur August       Chairman Emeritus                      November 30, 2005
- -----------------------
Arthur August

/s/ Vincent Palazzolo   Chief Financial Officer                November 30, 2005
- ----------------------- (and principal accounting officer)
Vincent Palazzolo

/s/ Walter Paulick      Director                               November 30, 2005
- -----------------------
Walter Paulick

/s/ Kenneth McSweeney   Director                               November 30, 2005
- -----------------------
Kenneth McSweeney

/s/ A.C. Providenti     Director                               November 30, 2005
- -----------------------
A.C. Providenti


                                       5





                                  EXHIBIT INDEX


 Exhibit No.  Description
 -----------  -----------

    4.1       Performance Equity Plan 2000 (incorporated by reference to Exhibit
              10.29 to the Registrant's Annual Report on Form 10-KSB for the
              year ended December 31, 2000)

    5.1       Opinion of Graubard Miller*

    23.1      Consent of J.H. Cohn LLP*

    23.2      Consent of Goldstein Golub Kessler LLP*

    23.3      Consent of Graubard Miller (included in Exhibit 5.1)*

    24.1      Powers of Attorney (included on the signature page to this
              Registration Statement)*

* Filed Herewith




                                       6

EX-5.1

                                                                     EXHIBIT 5.1

                                 GRAUBARD MILLER
                              The Chrysler Building
                              405 Lexington Avenue
                               New York, NY 10174

                                December 2, 2005

CPI Aerostructures, Inc.
60 Heartland Blvd.
Edgewood, New York 11717

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-8
("Registration Statement") filed by CPI Aerostructures, Inc. ("Company"), a New
York corporation, under the Securities Act of 1933, as amended ("Act"), with
respect to an aggregate of 400,000 shares of common stock, par value $.001 per
share ("Common Stock"), to be offered by the Company under the Company's
Performance Equity Plan 2000 ("2000 Plan").

         We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company. We have also assumed that in granting
future awards under the 2000 Plan, the Board of Directors of the Company or the
appropriate committee thereunder will exercise its discretion in establishing
the terms of such awards within the permissible limits of the law of the State
of New York and the certificate of incorporation and by-laws of the Company.

         Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the Company under the 2000 Plan, when sold in accordance with the
terms of the 2000 Plan and the individual instruments or agreements governing
their issuance, will be legally issued, fully paid and nonassessable, although
they may be subject to contractual restrictions established by the 2000 Plan or
the individual instrument or agreement.

         In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement. In giving this consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act, or the rules and regulations promulgated
thereunder.

                                    Very truly yours,
                                    /s/ Graubard Miller
                                    GRAUBARD MILLER

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on
Form S-8 of CPI Aerostructures, Inc. of our report dated March 16, 2005, on our
audit of the financial statements of CPI Aerostructures, Inc. as of and for the
year ended December 31, 2004, appearing in the 2004 Annual Report on Form
10-KSB.






/s/ J.H. Cohn LLP
J.H. Cohn LLP

Jericho, New York
November 28, 2005

EX-23.2

                                                                    EXHIBIT 23.2




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
CPI Aerostructures, Inc.


We hereby consent to incorporation by reference in the Registration Statement on
Form S-8 of our report dated January 30, 2004 on the statements of income,
shareholders' equity, and cash flows of CPI Aerostructures, Inc. for the year
ended December 31, 2003, which appear in the December 31, 2004 Annual Report on
Form 10-KSB of CPI Aerostructures, Inc.



/s/ Goldstein Golub Kessler LLP
GOLDSTEIN GOLUB KESSLER LLP
New York, New York

November 30, 2005