SecProbe.io

August 4, 2015

Vincent Palazzolo
Chief Financial  Officer
CPI Aerostructures, Inc.
91 Heartland Boulevard
Edgewood, New York  11717

Re: CPI Aerostructures, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
  Filed March 6, 2015
  File No. 001-11398

Dear  Mr. Palazzolo :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances,  please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 22

1. We note that your discussion of the results of operations focuses on changes in revenue
and gross profit/loss.  However, because gross profit/loss is impacted by both revenues
and cost of sales, we believe a sepa rate discussion of cost of sales results is appropriate.
Please revise to expand your MD&A section to separately quantify and discuss factors
responsible for changes in the levels of your cost of sales during all periods presented in
your financial statem ents as required by Item 303 of Regulation S -K.  As part of your
revised disclosure, please revise to quantify and discuss the impact of each significant
component of costs comprising cost of sales that caused cost of sales to materially vary
(or not vary when expected to).  For costs that cannot be clearly separated and discussed,
include a separate detailed discussion of non -business group factors affecting operating

Vincent Palazzolo
CPI Aerostructures, Inc.
August 4 , 2015
Page 2

 earnings, where they are analyzed from period to period with detailed explanations
regard ing their fluctuations.  This disclosure  should be presented in a manner so as to
allow investors to discern the relative contribution of each of multiple components cited
to the total change in cost of sales and resultant operating earnings.

2. Additionally, please note that even when total amounts of costs of sales do not materially
vary from period to period, the impacts of material variances in components of cost of
sales that offset each other should be separately disclosed, quantified, and d iscussed (not
netted).  Please also ensure that your revised disclosure provides appropriate explanation
of underlying reasons for changes (for example, in addition to quantifying the impacts of
changes in price and volume, explain the underlying reasons f or these changes).  As part
of your response, please provide us with a copy of your intended revised disclosures.

Note 2. Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts, page F -
12

3. We note your disclosure in Note 2 that revisions in the estimated gross profits on
contracts and contract amounts are made in the period in which the circumstances
requiring the revisions occur.  During the years ended December 31, 2014, 2013 and
2012, the effect of such revisions in total esti mated contract profits resulted in a decrease
to the total gross profit to be earned on the contracts of approximately $42,568,000,
$3,700,000 and $1,300,000, respectively, from that which would have been reported had
the revised estimate been used as the basis of recognition of contract profits in prior
years.  Please revise your disclosure in MD&A to provide the gross amount of favorable
and unfavorable adjustments to contract estimates to complete for each period presented .
To the extent material, pleas e revise your disclosure to address such circumstances,
accompanied by an appropriate level of analysis of the underlying reasons for the
significant changes. We believe such disclosure will give investors more insight to the
estimation process associated with your contracts, as discussed in “Critical Accounting
Estimates,”  and the separate potential impacts on your results .  As part of your response,
please provide us with a copy of your intended revised disclosure.

We urge all persons who are responsibl e for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possessio n of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company  is responsible for the adequacy and accuracy of the disclosure in the filing;

Vincent Palazzolo
CPI Aerostructures, Inc.
August 4 , 2015
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may no t assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Beverly A. Singleton at (202) 551 -3328 or Claire Erlanger at (202) 551 -
3301 if you hav e questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379  with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure