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CPI AEROSTRUCTURES, INC.

91 Heartland Blvd.

Edgewood, NY 11717

	September 25, 2012

Loan Lauren P. Nguyen

Special Counsel

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: CPI Aerostructures, Inc.

  Form 10-K or the year ended December 31, 2011

  Filed March 14, 2012

    File No.: 001-11398

Dear Ms. Nguyen:

CPI Aerostructures, Inc. (the “Company”)
responds as follows to the Staff’s comment letter, dated September 11, 2012, relating to the above-captioned Form 10-K. Please
note that, for the Commission Staff’s convenience, we have recited each of the Staff’s comments and provided the response
to each comment immediately thereafter.

Form 10-K for Fiscal Year Ended December 31, 2011

Item 1A. Risk Factors, page 9

1. In future filing, please revise the second and third
sentences of the introductory paragraph to clarify that all material risks have been discussed. Only material risks should be discussed
in the risk factors. If a risk is not deemed material, it should not be referenced in this section.

The Company acknowledges the Staff’s comment, and in future
filings, will revise the introductory paragraph of Item 1A. Risk Factors accordingly.

We face risks relating to government contracts, page
10

2. We note your substantial dependence on contracts with
the U.S. Air Force and armed forces. Please tell us what consideration you gave to specifically identifying and addressing in your
risk factors and Management’s Discussion and Analysis the risks and uncertainties to you in the event that automatic defense
spending cuts are triggered by the Budget Control Act of 2011 (commonly referred to as “sequestration”). If applicable,
please revise, in future filings, the risk factor entitled, “We face risks relating to government contracts.”

Securities and Exchange Commission

September 25, 2012

Page 2

While we believe that the above-referenced risk factor completely
and accurately identifies the risks inherent in reliance on government contracts, including the uncertainty of funding for defense
contracts in the future, we agree that specific reference to the Budget Control Act of 2011 will enhance our disclosure. Accordingly
and to the extent still applicable, we will modify this risk factor in future filings to include a statement substantially similar
to the following:

During
2011, the U.S. Government was unable to reach agreement on budget reduction measures required by the Budget Control Act of 2011
(the "Budget Act") passed by Congress. Unless Congress and the Administration take further action, the Budget Act will
trigger automatic reductions in both defense and discretionary spending in January 2013 (commonly known as “sequestration”).
While the impact of sequestration is yet to be determined, automatic across-the-board cuts would approximately double the $487
billion top-line reduction already reflected in the defense funding over a ten-year period, with a $52 billion reduction occurring
in the government’s fiscal year 2013. The resulting automatic across-the-board budget cuts by sequestration would have significant
adverse consequences for our industry. If sequestration is implemented, funding for programs in which we participate may be reduced,
delayed or cancelled, which could have a material adverse effect on our business, financial condition and results of operations.

Signatures

3. In future filings, please include the signature of
your principal accounting officer or controller in his or her individual capacity in the second signature block. To the extent
a signatory is signing in more than one capacity, identify each capacity in which he or she is signing.

The Company acknowledges the Staff’s comment, and in future
filings, will include in the second signature block the signature of our principal accounting officer in his individual capacity.

* * * * * *

Finally, the Company acknowledges the following:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · 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 not 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.

Securities and Exchange Commission

September 25, 2012

Page 3

If the Staff has any further questions or
comments regarding the information in this letter, kindly contact the undersigned.

    Sincerely,

    /s/ Vincent Palazzolo

    Vincent Palazzolo

    Chief Financial Officer