8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    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): December 1, 2005
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                            CPI AEROSTRUCTURES, INC.
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               (Exact Name of Registrant as Specified in Charter)



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






60 Heartland Blvd., Edgewood, New York                         11717
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(Address of Principal Executive Offices)                     (Zip Code)



Registrant's telephone number, including area code    (631) 586-5200
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                                 Not Applicable
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        (Former Name or Former Address, if Changed Since Last Report)









ITEM 1.01 -- EXECUTION OF A MATERIAL, NON-ORDINARY COURSE AGREEMENT

     On December 1, 2005, CPI Aerostructures, Inc. ("Company") and Arthur August
entered into an amendment to Mr. August's employment agreement, pursuant to
which he will continue to act as Chairman Emeritus from January 1, 2006 until
December 31, 2006. The amendment provides for Mr. August to receive a base
salary of $60,000 for the year. Additionally, the non-compete fee payments set
forth in the original employment agreement will not begin until January 1, 2007.
A copy of the amendment is included as Exhibit 10.23 hereto.

     On December 5, 2005, the Company issued a press release announcing that Mr.
August will continue to act as Chairman Emeritus until December 31, 2006. The
press release is included as Exhibit 99.1 hereto.

ITEM 9.01 -- FINANCIAL STATEMENT AND EXHIBITS

      10.23   Letter Agreement, dated December 1, 2005, Amending Employment
              Agreement between the Company and Arthur August

      99.1    Press release, dated December 5, 2005, announcing extension of
              employment of Arthur August as Chairman Emeritus until December
              31, 2006


                                       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:  December 5, 2005                        CPI AEROSTRUCTURES, INC.



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

EX-10.23

                                                                   EXHIBIT 10.23

                            CPI AEROSTRUCTURES, INC.
                               60 HEARTLAND BLVD.
                            EDGEWOOD, NEW YORK 11717


                                                As of December 1, 2005

Mr. Arthur August
7155 Wainscott Court
Sarasota, FL  34238

Dear Mr. August:

     This letter will serve to extend and amend the employment agreement, dated
August 14, 2001 ("Employment Agreement") between you and CPI Aerostructures,
Inc. ("Company"), effective as of January 1, 2006. Except as herein amended, all
of provisions of the Employment Agreement shall remain in full force and effect.

1.    From January 1, 2006 through December 31, 2006, you shall continue to be
      employed by the Company as its Chairman Emeritus and Section 1.1 of the
      Employment Agreement shall be deemed amended accordingly.

2.    Your "Base Salary" during calendar year 2006 shall be at the annual rate
      of not less than $60,000 and Section 2.1 of the Employment Agreement shall
      be deemed amended accordingly.

3.    You shall not be entitled to a "Bonus" for the 2006 calendar year under
      Section 2.2 of the Employment Agreement or any additional option grants
      under Section 2.3 of the Employment Agreement.

4.    The "Employment Term" under Section 3 of the Employment Agreement shall
      continue until December 31, 2006.

5.    The "Non-compete Fee" under Section 4.7(d) of the Employment Agreement
      shall be paid in accordance with the terms of the Employment Agreement,
      with the first installment thereof to be paid on January 1, 2007.

      If this adequately sets forth our understanding with respect to your
Employment Agreement, please sign in the space provided below and return it to
the undersigned.

                                                Sincerely,

                                                CPI AEROSTRUCTURES, INC.


                                                By:   /s/ Edward J. Fred
                                                   -----------------------------
                                                      Edward J. Fred
                                                      President and CEO
ACCEPTED AND AGREED TO:


      /s/ Arthur August
- -------------------------------
      ARTHUR AUGUST

EX-99.1

                                                                    EXHIBIT 99.1

                           [CPI AERO GRAPHIC OMITTED]


                              FOR IMMEDIATE RELEASE
                              ---------------------

    CPI AERO'S CO-FOUNDER, ARTHUR AUGUST TO CONTINUE AS CHAIRMAN EMERITUS
    ---------------------------------------------------------------------

Edgewood, N.Y. - December 5, 2005 - CPI Aerostructures, Inc. ("CPI Aero") (AMEX:
CVU) today announced that its co-founder, Arthur August, has agreed to extend
his employment agreement with the Company for one year. Mr. August, who had
planned to retire at the end of 2005, will continue to serve on the Board of
Directors as Chairman Emeritus and as an employee, through December 31, 2006.

Edward J. Fred, CPI Aero's President & CEO stated, "Art has been an integral
part of our business expansion and growth since CPI Aero's founding more than a
quarter of a century ago. We are delighted that Art has agreed to continue to
provide his wise counsel, backed by 50 years of aerospace experience, to our
Board and to our Company. This is a period of exceptional growth potential for
CPI Aero and Art's contribution to the business opportunities ahead of us will
be invaluable."

Founded in 1980, CPI Aero 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 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 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 Form 10-KSB for the year ended December 31, 2004 and Form
10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30,
2005.

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