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    Unassociated Document

      CPI
AEROSTRUCTURES, INC.

      60
Heartland Boulevard

      Edgewood,
New York 11717

      October
20, 2009

      Securities
and Exchange Commission

      Division
of Corporation Finance

      Mail Stop
3720

      100 F
Street, N.E.

      Washington,
DC 20549

                Re:

                CPI
      Aerostructures, Inc.

                SEC File No:
      333-161978

      Ladies
and Gentlemen:

      In
connection with the Registration Statement on Form S-3 (No. 333-161978) of CPI
Aerostructures, Inc., the undersigned hereby requests acceleration of the effective date of said Registration Statement to 9:00
a.m. ET on Thursday, October 22, 2009, or as soon thereafter as
practicable.

      In
connection with the Company’s request for acceleration of effectiveness of the
above-referenced Registration Statement, the Company acknowledges the
following:

      (1)           Should
the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

      (2)           The
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and

      (3)           The
Company may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities law of the United
States.

                  CPI
      AEROSTRUCTURES, INC.

                  By: /s/ Vincent
      Palazzolo

                  Name:
      Vincent Palazzolo

                  Title:
      Chief Financial Officer