SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MIDWOOD CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 575 BOYLSTON ST. 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CPI AEROSTRUCTURES INC [ CVU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/29/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2006		S		1,600	D	$4.4	610,749	I	see footnote (1)(1)
Common Stock	08/29/2006		S		400	D	$4.4	610,349	I	see footnote (2)(2)
Common Stock	08/29/2006		S		200	D	$4.4	610,149	I	see footnote (3)(3)
Common Stock	08/29/2006		S		2,100	D	$4.38	608,049	I	see footnote (4)(4)
Common Stock	08/30/2006		S		100	D	$4.42	607,949	I	see footnote (5)(5)
Common Stock	08/30/2006		S		1,000	D	$4.41	606,949	I	see footnote (6)(6)
Common Stock	08/30/2006		S		200	D	$4.4	606,749	I	see footnote (7)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MIDWOOD CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 575 BOYLSTON ST. 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIDWOOD CAPITAL PARTNERS LP (Last) (First) (Middle) 575 BOYLSTON ST. 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIDWOOD CAPITAL PARTNERS QP LP (Last) (First) (Middle) 575 BOYLSTON ST. 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cohen David E (Last) (First) (Middle) 575 BOYLSTON ST. 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DeMont Ross D (Last) (First) (Middle) 575 BOYLSTON ST. 4TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents 711 shares sold by Midwood Capital Partners, LP ("LP") and 889 shares sold by Midwood Capital Partners QP, LP ("QP"). All such shares sold by LP and QP were also indirectly held by Midwood Capital Management LLC, General Partner of LP and QP, and by David E. Cohen and Ross D. DeMont, managing members of the General Partner

2. Represents 178 shares sold by LP and 222 shares sold by QP

3. Represents 89 shares sold by LP and 111 shares sold by QP

4. Represents 932 shares sold by LP and 1168 shares sold by QP

5. Represents 44 shares sold by LP and 56 shares sold by QP

6. Represents 444 shares sold by LP and 556 shares sold by QP

7. Represents 89 shares sold by LP and 111 shares sold by QP

Remarks:

Exhibit 99.2 Confirming Statement of Ross D. DeMont

	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC	08/31/2006
	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners, LP	08/31/2006
	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners QP, LP	08/31/2006
	/s/ David E. Cohen	08/31/2006
	/s/ Ross D. DeMont	08/31/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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