SecProbe.io

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April 10, 2026

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Re:  CPI AEROSTRUCTURES INC.

    Registration Statement on Form S-3 (Registration
No. 333-294801) -

    Concurrence in Acceleration Request

Ladies and Gentlemen:

Craig-Hallum Capital Group
LLC (“Craig-Hallum”), solely acting as sales agent on a best efforts basis in an “at the market” offering
pursuant to a prospectus supplement included in the registration statement on Form S-3 (333-294801) (the “Prospectus Supplement”),
hereby concurs in the request by CPI Aerostructures Inc. that the effective date of the above-referenced registration statement be accelerated
to 4:15 P.M. (Eastern Time), or as soon as practicable thereafter, on April 14, 2026, pursuant to Rule 461 under the Securities Act.
Craig-Hallum affirms that it is aware of its obligations under the Securities Act as they pertain to the “at the market”
offering pursuant to the Prospectus Supplement.

  Very
truly yours,

  Craig-Hallum Capital Group LLC

  By:
  /s/ Rick Hartfiel

  Name:
Rick Hartfiel

  Title:
Head of Investment Banking

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CPI AEROSTRUCTURES, INC.

91 Heartland Blvd.

Edgewood, New York 11717

April 9, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549

Attention: Jenny O’Shanick, Esq.

    Re:
    CPI AEROSTRUCTURES, INC.

    Registration Statement on Form S-3

    Filed March 31, 2026

    File No. 333-294801

Dear Ms. O’Shanick:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, CPI Aerostructures, Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:15pm EDT on Tuesday, April 14, 2026, or as soon as thereafter practicable.

    Very
    truly yours,

    /s/ DORITH HAKIM

    Dorith Hakim

    President and Chief Executive Officer

April 3, 2026
Dorith Hakim
Chief Executive Officer
CPI AEROSTRUCTURES, INC.
405 Lexington Avenue, 44th Floor
New York, New York 10174
Re:CPI AEROSTRUCTURES, INC.
Registration Statement on Form S-3
Filed March 31, 2026
File No. 333-294801
Dear Dorith Hakim:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Paul Lucido

Mails top 3561
December 18, 2017

Vincent Palazzolo
Chief Financial Officer
CPI Aerostructures, Inc.
91 Heartland Blvd
Edgewood, NY 11717

Re: CPI Aerostructures, Inc.
Form 10 -K for the  Year Ended December 31, 2016
Filed March 8, 2017
File No. 001-11398

Dear Mr. Palazzolo :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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CPI
AEROSTRUCTURES, INC.

91
Heartland Blvd.

Edgewood,
NY 11717

December
12, 2017

Melissa
Raminpour

Branch
Chief

Office
of Transportation and Leisure

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    CPI
    Aerostructures, Inc.

    Form
    10-K for the Year Ended December 31, 2016

    Filed
    March 8, 2017

    File
    No.: 001-11398

Dear
Ms. Raminpour:

CPI
Aerostructures, Inc. (the “Company”) responds as follows to the Staff’s comment letter, dated November 30, 2017,
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 the Year Ended December 31, 2016 Filed March 8, 2017

Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Adjusted
Earnings, page 23

1. On
                                         pages 23 and 24, you present a full non-GAAP income statement when reconciling non-GAAP
                                         measures to the most directly comparable GAAP measures. Please be advised it is not appropriate
                                         to present a full non-GAAP income statement for purposes of reconciling non-GAAP measures
                                         to the most directly comparable GAAP measure. Please revise and reconcile without presenting
                                         a full non-GAAP income statement. See Question 102.10 of the updated Non-GAAP Compliance
                                         and Disclosure Interpretations issued on May 17, 2016.

In
response to your comment regarding non-GAAP measures, we acknowledge your comment and point out that we are no longer using or
disclosing non-GAAP measures in our filings. If, in the future, we disclose non-GAAP measures we will specifically prepare such
disclosure following the guidance provided in Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations
issued on May 17, 2016.

Securities
and Exchange Commission

Page
2

December
12, 2017

2. Please
                                         revise to disclose revenues from external customers for each product and service or each
                                         group of similar products and services in accordance with ASC 280-10-50-40. Also, in
                                         light of your disclosure on page 3 that you provide engineering, program management,
                                         supply chain management, and MRO services, please revise your statements of operations
                                         to present revenue from products and services separately if the amount related to these
                                         services is over 10%. Refer to Rule 5-03.1 of Regulation S-X.

In
response to your request to provide further detail on revenues which were generated from the products and services of the Company
based on FASB ASC paragraph 280-10-50-40, the Company respectfully believes further breakout of the “Segment Sales and
Other Operating Revenues” is not required. In reaching this conclusion, the Company considered the guidance related
to the segment aggregation criteria in ASC 280-10-50-11. Specifically, we note that our products are similar in nature, have similar
production processes, classes of customers and degree of risk and opportunities for growth.

Additionally,
in response to your comment that on page 3 we disclose that we provide engineering, program management and supply chain management
services, such services are only provided in conjunction with the production of an aerospace product. We do not provide such services
on a stand-alone basis as a separate revenue stream. In addition, revenues from external customers by service are not reviewed
by the Company’s Board of Directors or Chief Operating Decision Maker, and presentation of such data does not reflect the
way the Company’s business is managed.

Lastly,
MRO services comprise less than 1% of our revenue and are therefore not disclosed separately because they are immaterial.

*
* * * * *

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

Page
3

December
12, 2017

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

    Sincerely,

    By:
    /s/
    Vincent Palazzolo

    Chief
    Financial Officer

Mailstop 3561
November 30, 2017

Vincent Palazzolo
Chief Financial Officer
CPI Aerostructures, Inc.
91 Heartland Blvd
Edgewood, NY 11717

Re: CPI Aerostructures, Inc.
 Form 10-K for the Year Ended December 31, 2016
Filed March 8, 2017
File No. 001 -11398

Dear Mr. Palazzolo :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 busine ss days by providing the requested
information or advis e 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 Year Ended December 31, 2016  Filed March 8, 2017

Item 7. Management’s Discussion and Analysis of Financia l Condition and Results of
Operations

Adjusted Earnings, page 23

1. On pages 23 and 24, you present a full non -GAAP income statement when reconciling
non-GAAP measures to the most directly comparable GAAP measures. Please be advised
it is not appropriate to  present a full non -GAAP income statement for purposes of
reconciling non -GAAP measures to the most directly comparable GAAP measure. Please
revise and reconcile without presenting a full non -GAAP  income statement . See Question
102.10 of the updated Non -GAAP Compliance and Disclosure Interpretations issued on
May 17, 2016.

Vincent Palazzolo
CPI Aerostructures, Inc.
November 30, 2017
Page 2

 Notes to Financial Statements

2. Please revise to disclose revenues from external customers for each product and service
or each group of similar products and services in accordance wit h ASC 280 -10-50-40.
Also, in light of your disclosure on page 3 that you provide engineering, program
management, supply chain management, and MRO services, please revise your
statements of operations to present revenue from products and services separate ly if the
amount related to these services is over 10%.  Refer to Rule 5 -03.1 of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact  Melissa Gilmore at (202) 551 -3777  or Claire Erlanger at (202) 551 -
3301  with any questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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CPI AEROSTRUCTURES, INC.

91 Heartland Boulevard

Edgewood, NY 11717

September 28, 2017

Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

 Re: CPI Aerostructures, Inc.

Registration Statement on Form S-3

Filed August 22, 2017

File No. 333-220090

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, CPI Aerostructures, Inc. (the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement (File No. 333-220090), so that such Registration Statement
will become effective at 4:30 p.m. Eastern Time on Monday, October 2, 2017, or as soon thereafter as practicable.

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

 • should the Securities and Exchange Commission (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;

 • 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

 • 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.

    Sincerely,

    CPI AEROSTRUCTURES, INC.

    By:
    /s/ Douglas McCrosson

    Name: Douglas McCrosson

    Title:   Chief Executive Officer

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Graubard
Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174-1101

    Facsimile

    Direct Dial Number

    (888) 225-3469

    (212) 818-8675

        E-Mail

    plucido@graubard.com

September 15, 2017

J. Nolan McWilliams, Esq.

Attorney - Advisor

Office of Transportation and Leisure

Mail Stop 3561

Securities and Exchange Commission

Washington, D.C. 20549

Re:  CPI Aerostructures, Inc.

    Registration Statement on Form S-3

    Filed: August 22, 2017

    File
No. 333-220090

Dear
Mr. McWilliams:

On behalf of CPI Aerostructures, Inc.
(“Registrant”), we respond as follows to the Staff’s comment letter, dated September 14, 2017, relating to the
above-captioned Registration Statement (“Registration Statement”).

For the Staff’s convenience, we
have recited the Staff’s comment and provided Registrant’s response immediately thereafter.

General

1.  Please advise whether you believe you are eligible to conduct a primary offering
pursuant to General Instruction I.B.1 of Form S-3. If so please provide us with your basis for that conclusion. If you do not
meet that public float requirement and intend to rely instead upon General Instruction I.B.6 of Form S-3, please revise to include
the information required by Instruction 7 on the prospectus cover page.

Registrant is eligible to conduct a primary
offering pursuant to General Instruction I.B.1 of Form S-3. The aggregate market value of Registrant’s common equity held
by non-affiliates, computed by use of the price at which Registrant’s common equity was last sold as of a date within 60
days prior to the date of filing of the Registration Statement, is $75 million or more.

Securities and Exchange Commission

September 15, 2017

Page 2

Below is the calculation of the aggregate
market value of Registrant’s common equity held by non-affiliates on the date of filing of the Registration Statement.

    Number of shares of Registrant’s common equity outstanding
      8,846,818

    Number of shares of Registrant’s common equity held by affiliates
      -985,165

    Number of shares of Registrant’s common equity held by non-affiliates
      7,861,653

The last sale price of Registrant’s
common equity in the principal market for the common equity on July 24, 2017 (date within 60 days prior to the date of filing of
the Registration Statement) was $10.00/share.

The aggregate market value of Registrant’s
common equity held by non-affiliates on the date of filing of the Registration Statement is $78,616,530 (7,861,653 shares of common
equity held by non-affiliates x $10.00/share).

* * * * * *

If you have any questions, please do not hesitate
to contact me at the above e-mail address or telephone or facsimile numbers.

Sincerely,

/s/ Paul Lucido

Paul Lucido

cc:  Douglas McCrosson

    Vincent Palazzolo

Mail Stop 3561
 September 14, 2017

Douglas McCrosson
President and Chief Executive Officer
CPI Aerostructures, Inc.
91 Heartland Boulevard
Edgewood, N Y 11717

Re: CPI Aerostructures, Inc.
  Registration Statement on Form  S-3
Filed  August 22, 2017
  File No.  333-220090

Dear Mr. McCrosson :

We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

General

1. Please advise whether you believe you are eligible to conduct a primary offering pursuant
to General Instruction I.B.1 of Form S -3.  If so please provide us with your basis for that
conclusion.  If you do not meet that public float requirement and intend t o rely instead
upon General Instruction I.B.6 of Form S -3, please revise to include the information
required by Instruction 7 on the prospectus cover page.

We remind you that the company and its management are responsible for the accuracy
and adequacy o f their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Douglas McCrosson
CPI Aerostructures, Inc.
September 14 , 201 7
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effect ive date of the registration
statement.

Please contact John Dana Brown  at (202) 551 -3859 or me at (202) 551 -3217 with other
questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
        Office of Transportation and Leisure

cc:  Paul Lucido, Esq.
Graubard Miller

Mail  Stop 3561
August 20, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible 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 rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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CPI AEROSTRUCTURES, INC.

91 Heartland Blvd.

Edgewood, NY 11717

    August 14, 2015

Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: CPI Aerostructures, Inc.

  Form 10-K for the year ended December 31, 2014

  Filed March 6, 2015

    File No.: 001-11398

Dear Ms. Raminpour:

CPI Aerostructures, Inc. (the “Company”)
responds as follows to the Staff’s comment letter, dated August 4, 2015, 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, 2014

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

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 separate 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 statements 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 earnings, where they are analyzed from period to period with detailed explanations
regarding 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.

Securities and Exchange Commission

August 14, 2015

Page 2

The Company acknowledges the Staff’s comment and proposes
to expand its Form 10-K and Form 10-Q MD&A disclosures on a prospective basis to approximate the following:

Cost of sales for the year ended December 31, 2014 and 2013
was $69,411,709 and $64,555,275, respectively, an increase of $4,856,434 or 7.5%.

The components of cost of sales were as follows:

    Year ended

    December 31, 2014
    December 31, 2013

    Procurement
    $ 45,106,460
    $ 44,146,231

    Labor
      8,558,124
      6,428,728

    Factory Overhead
      15,350,942
      13,980,889

    Other contract costs
      396,183
      (573 )

    Cost of Sales
    $ 69,411,709
    $ 64,555,275

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 discussed (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 for these changes). As part of your response, please provide us
with a copy of your intended revised disclosures.

In addition to the above tabular disclosure the Company proposes
enhancing its Form 10-K and Form 10-Q MD&A disclosure on a prospective basis to approximate the following:

Procurement for the years ended December 31, 2014 was $45,106,460
compared to $44,146,231 for the year ended December 31, 2013, an increase of $960,229 or 2.2%.  The increase in procurement
was required to support an approximate 5.5% increase in shipments.  The Company began focusing on just-in-time purchasing
to optimize cash flow, thus the increase in procurement was lower than the increase in shipments.

Labor costs for the year ended December 31, 2014 were $8,558,124
compared to $6,428,728 for the year ended December 31, 2013, an increase of $2,129,396 or 33.1%.  This increase is due to
more direct touch employees needed to support increasing delivery volume in 2014 compared to 2013, specifically on our Embraer
and Honda programs.  Additionally, the Company experienced higher than normal labor costs on the A-10 program, which was partially
responsible for the change in estimate described previously.

Securities and Exchange Commission

August 14, 2015

Page 3

Factory overhead for the year ended December 31, 2014
was $15,350,942 compared to $13,980,889 for the year ended December 31, 2013 an increase of $1,370,053 or 9.8%.  This
increase is the result of an increase of $662,000 in salaries for indirect employees, such as stock room employees,
facilities employees and planners, which was required to support more shipping and production in 2014 as compared to
2013.  Additionally, the Company had increases in vacation, holiday and sick pay for direct employees of $450,000,
payroll taxes of $125,000 and employee benefits of $199,000 all of which were the result of having more employees in 2014 as
compared to 2013.

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 estimated 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, please 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.

Securities and Exchange Commission

August 14, 2015

Page 4

The Company acknowledges the Staff’s comment and proposes
enhancing its Form 10-K and Form 10-Q MD&A disclosure on a prospective basis to approximate the following:

During the years ended December 31, 2014, 2013 and 2012
circumstances required that we make changes in estimates to various contracts. Such changes in estimates resulted in decreases
in total gross profit as follows:

    Year ended

    December 31, 2014
    December 31, 2013
    December 31, 2012

    Favorable adjustments
    $ 700,000
    $ 1,258,000
    $ 1,136,000

    Unfavorable adjustments
      (43,268,000 )
      (4,958,000 )
      (2,436,000 )

    Net adjustments
    $ (42,568,000 )
    $ (3,700,000 )
    $ (1,300,000 )

For the year ended December 31, 2014 approximately $39,915,000
of the unfavorable adjustment was the result of changes in estimates on the Company’s A-10 WRP described earlier. In addition,
the Company has one contract that has had shipping dates extended a number of times. As a result, labor and procurement costs have
changed since the initial contract estimate, which resulted in an unfavorable adjustment of approximately $693,000. The Company
also has one contract on which we have experience technical issues, which resulted in excess engineering time that caused and unfavorable
adjustment of approximately $599,000. Also, the Company has one multi-year contract that has experienced normal procurement price
increases that has caused an unfavorable adjustment of approximately $555,000. No other individual favorable or unfavorable changes
in estimates for the year ended December 31, 2014 were material.

For the year ended December 31, 2013 we had three contracts
which resulted in favorable adjustments of $395,000, $350,000 and $106,000, respectively. This was the result of receiving increased
delivery orders during 2013 which allowed us to improve labor efficiency and to negotiate quantity discounts on procurement. Additionally,
we had two contracts which resulted in unfavorable adjustments of $708,000 and $448,000, respectively. These unfavorable adjustments
were the result of giving pricing discounts to customers, in exchange for increasing the term on certain long term agreements.
Lastly, we had one contract that had an unfavorable adjustment of $1,500,000, which was the result of excess labor and material
costs incurred for rework and tooling adjustments. No other individual favorable or unfavorable changes in estimates for the year
ended December 31, 2013 were material.

For the year ended December 31, 2012 we had one contract
which resulted in a favorable adjustment of $672,000, which was the result of the reversal of an accrual for expected excess scrap
costs which were never incurred. Additionally, we had one contract, the A-10, that had an unfavorable adjustment of $1,400,000,
which was the result of excess labor and material costs incurred for rework and tooling adjustments. No other individual favorable
or unfavorable changes in estimates for the year ended December 31, 2012 were material.

Securities and Exchange Commission

August 14, 2015

Page 5

* * * * * *

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.

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

    Sincerely,

    Vincent Palazzolo

    Chief Financial Officer

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

September 28, 2012

Via E -mail
Vincent Palazzolo
Chief Financial Officer
CPI Aerostructures, Inc.
91 Heartland Blvd.
Edgewood, NY 11717

Re: CPI Aerostructures, Inc.
Form 10-K for Fiscal Year Ended
December 31, 2011
Filed March 14, 2012
File No. 001-11398

Dear Palazzolo :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge all persons who are responsible 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 rules require.

Sincerely,

/s/ Loan Lauren P. Ngu yen

Loan Lauren P. Ngu yen
Special Counsel

CORRESP
1
filename1.htm

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

September 11, 2012

Via E -mail
Vincent Palazzolo
Chief Financial Officer
CPI Aerostructures, Inc.
91 Heartland Blvd.
Edgewood, NY  11717

Re: CPI Aerostructures, Inc.
 Form 10-K for Fiscal Year Ended
December 31, 2011
Filed March 14, 2012
File No. 00 1-11398

Dear Mr. Palazzolo :

We have reviewed your filing an d 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 this letter within ten busin ess days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriat e, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

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 dee med material, it should not be referenced
in this section.

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

Vincent Palazzolo
CPI Aerostructures, Inc.
September 11, 2012
Page 2

 uncertainties to you in the event that automatic defense spending cuts are triggered by the
Budget Control Act of 2011 (commonly referred t o as “sequestration”).   If applicable,
please revise, in future filings, the risk factor entitled, “We face risks relating to
government contracts.”

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.

We urge all persons who are responsible 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 possession of all facts relatin g 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 th e 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 comment s as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact J. Nolan McWilliams at (202) 551 -3217  or me at (202) 551 -3642 with any
questions.

Sincerely,

/s/ Loan Laur en P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

CORRESP
1
filename1.htm

    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

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