UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

CPI Aerostructures, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

125919308

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o		Rule 13d-1(b)
	þ		Rule 13d-1(c)
	o		Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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Item 1.

(a) Name of Issuer: CPI Aerostructures, Inc. (the “Issuer”).

(b) Address of the Issuer’s Principal Executive Offices: 60 Heartland Blvd., Edgewood, NY 11717.

Item 2.

(a) Name of Person Filing: This joint statement on Schedule 13G is being filed by David E. Cohen, Ross D. DeMont, Midwood Capital Management LLC, Midwood Capital Partners, L.P. and Midwood Capital Partners QP, L.P., who are collectively referred to as the “Reporting Persons.” Messrs. Cohen and DeMont (the “Managers”) are the managers of Midwood Capital Management LLC (“Capital”), which is the sole general partner of each of Midwood Capital Partners, L.P. (“LP”) and Midwood Capital Partners QP, L.P. (“QP” and together with LP, the “Funds”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of December 9, 2005, a copy of was previously filed with this Schedule 13G and which is incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b) Address of Principal Business Office: The principal business office of the Reporting Persons with respect to the shares reported hereunder is 575 Boylston St., 4^th Floor, Boston, MA 02116.

(c) Citizenship: Capital is a Delaware limited liability company. Each of the Funds is a Delaware limited partnership. Each of the Managers is a U.S. citizen.

(d) Title and Class of Securities: Common stock, $.001 par value (“Common Stock”)

(e) CUSIP Number: 125919308

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

NA

Item 4. Ownership

In the aggregate, as of December 31, 2007, the Reporting Persons beneficially own 572,876 shares of the Common Stock of the Issuer, representing approximately 10.0% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) LP beneficially owns 257,896 shares of the Common Stock, representing approximately 4.5% of the class, (ii) QP beneficially owns 314,980 shares of the Common Stock, representing approximately 5.5% of the class, and (iii) Capital, as the sole general partner of each Fund, and Messrs. Cohen and DeMont, as the managers of Capital, each beneficially own 572,876 shares of the Common Stock of the Issuer representing approximately 10.0% of the class. The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 5,750,273 shares of the Common Stock of the Issuer outstanding as of November 9, 2007, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2007.

Each Fund has the power to vote and dispose of the shares of Common Stock beneficially owned by such Fund (as described above). Capital, as the sole general partner of the Fund, has the sole authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G. Each of the Managers, by virtue of their positions as managers of Capital, has the shared authority to vote and dispose of all of the shares of Common Stock reported in this joint statement Schedule 13G.

Page 8 of 10

Item 5. Ownership of Five Percent or Less of a Class

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person

NA

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

NA

Item 8. Identification and Classification of Members of the Group

NA

Item 9. Notice of Dissolution of Group

NA

Item 10. Certification

By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose.

Page 9 of 10

Signature

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		DATE: February 7, 2008
		MIDWOOD CAPITAL PARTNERS, L.P.
		By: Midwood Capital Management LLC
		General Partner
		By: /s/ David E. Cohen
		David E. Cohen
		Manager
		MIDWOOD CAPITAL
		PARTNERS QP, L.P.
		By: Midwood Capital Management LLC
		General Partner
		By: /s/ David E. Cohen
		David E. Cohen
		Manager
		MIDWOOD CAPITAL
		MANAGEMENT, LLC
		By: /s/ David E. Cohen
		David E. Cohen
		Manager

Page 10 of 10

		DAVID E. COHEN
		/s/ David E. Cohen
		David E. Cohen
		ROSS D. DEMONT
		/s/ Ross D. DeMont
		Ross D. DeMont