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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 11, 2006

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.)

60 Heartland Blvd., 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)




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Item 2.02 — Results of Operations and Financial Condition

On May 11, 2006, CPI Aerostructures, Inc. issued a press release discussing its financial results for the first quarter ended March 31, 2006. The press release is included as Exhibit 99.1 hereto.

Item 9.01 — Financial Statement and Exhibits

99.1    Press release, dated May 11, 2006, announcing March 31, 2006 financial results

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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 11, 2006

CPI AEROSTRUCTURES, INC.
By: /s/ Edward J. Fred
Edward J. Fred
Chief Executive Officer

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