SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
October 5, 2009
VIA U.S. MAIL
Edward J. Fred
President and Chief Executive Offcer
CPI Aerostructures, Inc.
60 Heartland Boulevard
Edgewood, NY 11717
Re: CPI Aerostructures, Inc.
Registration Statement on Form.S-3
Filed September 17, 2009
File No. 333-161978
Dear Mr. Fred:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we wil consider your explanation as to why our
comment is inapplicable or a revision is unecessary. Please be as detailed as necessar
in your explanation. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional concerns.
Please understand that the purose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Exhibit 5.1
1. Please have counsel revise its opinion to opine that the debt securties and
warants are binding obligations of your company.
*****

Edward J. Fred
CPI Aerostructures, Inc.
October 5, 2009
Page 2
As appropriate, please amend your registration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. Please fuish a cover letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in your fiing to be certain that the filing includes all information required
under the Securities Act of 1933 and that they have provided all information investors
require for an informed investment decision. Since the company and its management are
in possession of all facts relating to a company's disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of
the effective date of the pending registration statement, it should fush a letter, at the
time of such request, acknowledging that:
. should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking action with respect
to the fiing;
. the action of the Commission or the staff, acting pursuant to delegated authority,
declare the fiing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the fiing; and
. the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection
with our review of your fiing or in response to our comments on your fiing.
We wil consider a written request for acceleration of the effective date of the
registration statement as confirmation of the fact that those requesting acceleration are
aware of their respective responsibilties under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement. Please allow adequate time after the filing of any amendment
for fuher review before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested effective date.

Edward J. Fred
CPI Aerostructures, Inc.
October 5, 2009
Page 3
You may contactJ. Nolan McWiliams at (202) 551-3217 or, in his absence, me
at (202) 551-3412 if you have any questions regarding comments.
Sincerely,
Amanda Ravitz
Branch Chief - Legal
cc: Via Facsimile (212) 818-8881
David Alan Miler, Esq.
Graubard Miler