-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 PDTHtkR9GReJgp9aekZzcngkaDuNoc542lAERC4CsVhltTrVaFU7CVXQPDhDcj7L
 c+VtwNK/lnor4eYVIjFxFQ==

<SEC-DOCUMENT>0001094891-03-000082.txt : 20030409
<SEC-HEADER>0001094891-03-000082.hdr.sgml : 20030409
<ACCEPTANCE-DATETIME>20030409094513
ACCESSION NUMBER:		0001094891-03-000082
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030409
GROUP MEMBERS:		CRESCENDO INVESTMENTS II, LLC
GROUP MEMBERS:		CRESCENDO PATNERS II, LP. SERIES L
GROUP MEMBERS:		ERIC ROSENFELD

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CPI AEROSTRUCTURES INC
		CENTRAL INDEX KEY:			0000889348
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728]
		IRS NUMBER:				112520310
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-44042
		FILM NUMBER:		03643381

	BUSINESS ADDRESS:	
		STREET 1:		200A EXECUTIVE DR
		CITY:			EDGEWOOD
		STATE:			NY
		ZIP:			11717
		BUSINESS PHONE:		5165865200

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROSENFELD ERIC
		CENTRAL INDEX KEY:			0001219603

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		C/O CRESCENDO PARTNERS II LP
		STREET 2:		350 PARK AVENUE 4TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2123197676
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>rosenfeld_cpi.txt
<DESCRIPTION>ROSENFELD/CPI SCHEDULE 13D
<TEXT>
                                  SCHEDULE 13D
                                 (Rule 13d-101)

          INFORMATION TO BE INCLUDED IN STATEMENTS TO BE FILED PURSUANT
            TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(a)

                               (Amendment No. __*)

                            CPI AEROSTRUCTURES, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    125919308
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



                                 Eric Rosenfeld
                     c/o Crescendo Partners II L.P. Series L
                           350 Park Avenue, 4th Floor
                            New York, New York 10022
                            Telephone: (212) 319-7676
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Persons Authorized
                     to Receive Notices and Communications)


                                  April 1, 2003
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box  X
                        ---

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*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 that would alter disclosures
provided in a prior cover page.

The information required on 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 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).


<PAGE>
- ------------------------    -------------------         ------------------------
CUSIP No. 125919308             SCHEDULE 13D              Page 2 of 9 Pages
- ------------------------    -------------------         ------------------------


- --------- ----------------------------------------------------------------------

1         NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

          Crescendo Partners II, L.P. Series L

- --------- ----------------------------------------------------------------------

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (a) X
                                                                         (b) __

- --------- ----------------------------------------------------------------------

3         SEC USE ONLY


- --------- ----------------------------------------------------------------------

4         SOURCE OF FUNDS (SEE INSTRUCTIONS)

          See Item 3

- --------- ----------------------------------------------------------------------

5         CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEMS 2(d) OR 2(e) ___

- --------- ----------------------------------------------------------------------

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

- --------- ----------------------------------------------------------------------
- --------------------------------------------------------------------------------
                7       SOLE VOTING POWER
                        873,334 Shares
NUMBER OF       ---     --------------------------------------------------------
SHARES
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                -0-
 EACH           ---     --------------------------------------------------------
REPORTING
PERSON          9       SOLE DISPOSITIVE POWER
 WITH                   873,334 Shares
                ---     --------------------------------------------------------

                10      SHARED DISPOSITIVE POWER
                        -0-
                ---     --------------------------------------------------------
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          873,334
- --------- ----------------------------------------------------------------------
12        CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
          (SEE INSTRUCTIONS)  __
- --------- ----------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          17.1%
- --------- ----------------------------------------------------------------------
14        TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          PN
- --------- ----------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
- ------------------------    -------------------         ------------------------
CUSIP No. 125919308             SCHEDULE 13D              Page 3 of 9 Pages
- ------------------------    -------------------         ------------------------


- --------- ----------------------------------------------------------------------

1         NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

          Crescendo Investments II, LLC

- --------- ----------------------------------------------------------------------

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (a) X
                                                                         (b) __

- --------- ----------------------------------------------------------------------

3         SEC USE ONLY


- --------- ----------------------------------------------------------------------

4         SOURCE OF FUNDS (SEE INSTRUCTIONS)

          See Item 3

- --------- ----------------------------------------------------------------------

5         CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEMS 2(d) OR 2(e) ___

- --------- ----------------------------------------------------------------------

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

- --------- ----------------------------------------------------------------------
- --------------------------------------------------------------------------------
                7       SOLE VOTING POWER
                        873,334 Shares
NUMBER OF       ---     --------------------------------------------------------
SHARES
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                -0-
 EACH           ---     --------------------------------------------------------
REPORTING
PERSON          9       SOLE DISPOSITIVE POWER
 WITH                   873,334 Shares
                ---     --------------------------------------------------------

                10      SHARED DISPOSITIVE POWER
                        -0-
                ---     --------------------------------------------------------
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          873,334
- --------- ----------------------------------------------------------------------
12        CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
          (SEE INSTRUCTIONS)  __
- --------- ----------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          17.1%
- --------- ----------------------------------------------------------------------
14        TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          OO
- --------- ----------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





<PAGE>
- ------------------------    -------------------         ------------------------
CUSIP No. 125919308             SCHEDULE 13D              Page 4 of 9 Pages
- ------------------------    -------------------         ------------------------


- --------- ----------------------------------------------------------------------

1         NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

          Eric Rosenfeld

- --------- ----------------------------------------------------------------------

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (a) X
                                                                         (b) __

- --------- ----------------------------------------------------------------------

3         SEC USE ONLY


- --------- ----------------------------------------------------------------------

4         SOURCE OF FUNDS (SEE INSTRUCTIONS)

          See Item 3

- --------- ----------------------------------------------------------------------

5         CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEMS 2(d) OR 2(e) ___

- --------- ----------------------------------------------------------------------

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United States
- --------- ----------------------------------------------------------------------
- --------------------------------------------------------------------------------
                7       SOLE VOTING POWER
                        924,334 Shares
NUMBER OF       ---     --------------------------------------------------------
SHARES
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                -0-
 EACH           ---     --------------------------------------------------------
REPORTING
PERSON          9       SOLE DISPOSITIVE POWER
 WITH                   924,334 Shares
                ---     --------------------------------------------------------

                10      SHARED DISPOSITIVE POWER
                        -0-
                ---     --------------------------------------------------------
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          924,334
- --------- ----------------------------------------------------------------------
12        CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
          (SEE INSTRUCTIONS)  __
- --------- ----------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          18.1%
- --------- ----------------------------------------------------------------------
14        TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          IN
- --------- ----------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


(1)  873,334 of these shares are held by Crescendo Partners II, L.P. Series L.
     Mr. Rosenfeld is the Senior Managing Member of Crescendo Investments II,
     LLC, the sole General Partner of Crescendo Partners II, L.P. Series L.
     Therefore, Mr. Rosenfeld has the ability to vote and dispose of the shares
     held by Crescendo Partners II, L.P. Series L, but he disclaims ownership of
     the shares held by Crescendo Partners II, L.P. Series L, except to the
     extent of his pecuniary interest therein.

<PAGE>
- ------------------------    -------------------         ------------------------
CUSIP No. 125919308             SCHEDULE 13D              Page 5 of 9 Pages
- ------------------------    -------------------         ------------------------

     This Schedule 13D is filed by Crescendo Partners II, L.P. Series L
("Crescendo Partners II"), Crescendo Investments II, LLC ("Crescendo Investments
II") and Eric Rosenfeld ("Rosenfeld" and, together with Crescendo Partners II
and Crescendo Investments II, collectively referred to as the "Reporting
Persons") with respect to ownership of the common shares of CPI Aerostructures,
Inc.

     The percentage of beneficial ownership reflected in this Schedule 13D is
based upon 5,110,852 common shares outstanding as of April 8, 2003.

Item 1. Securities and Issuer

     The class of equity securities to which this statement relates is the
common shares, par value $.001 per share ("Common Shares"), of CPI
Aerostructures, Inc. ("Issuer"), a New York corporation, whose principal
executive offices are located at 200A Executive Drive, Edgewood, New York 11717.
The Issuer is engaged in the contract production of structural aircraft parts.

Item 2. Identity and Background

     Crescendo Partners II business address is 350 Park Avenue, 4th Floor, New
York, New York 10022. Crescendo Partners II is a limited partnership organized
and existing under the laws of Delaware. The principal business of Crescendo
Partners II is making investments.

     Crescendo Investments II business address is 350 Park Avenue, 4th Floor,
New York, New York 10022. Crescendo Investments II is a limited liability
company organized and existing under the laws of Delaware. The principal
business of Crescendo Investments II is to act as the sole general partner of
Crescendo Partners II. Rosenfeld is the Senior Managing Member of Crescendo
Investments II.

     Rosenfeld's business address is c/o Crescendo Partners II, L.P. Series L,
350 Park Avenue, 4th Floor, New York, New York 10022. Rosenfeld is a citizen of
the United States. Rosenfeld is the President and Chief Executive Officer of
Crescendo Partners L.P. The principal business of Crescendo Partners L.P. is
making investments. Rosenfeld also serves on the Board of Directors of the
Issuer, is a member of the Issuer's Compensation Committee and is Chairman of
the Issuer's Strategic Planning Committee.

     None of the Reporting Persons has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.

     None of the Reporting Persons has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining them from engaging in future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws during
the last five years.

Item 3. Source and Amount of Funds or Other Consideration

     Crescendo Partners II acquired (1) 750,000 of the Issuer's Common Shares on
February 19, 2003 in the Issuer's public offering; (2) 103,334 of the Issuer's
Common Shares on March 18, 2003 in a private transaction; and (3) 20,000 shares
of the Issuer's Common Shares on March 26, 2003 in a private transaction.
Crescendo Partners II used working capital to make these acquisitions.

     On April 1, 2003, Rosenfeld was granted options to purchase 5,000 of the
Issuer's Common Shares in connection with his directorship. (See Item 4(a)).
Rosenfeld did not pay any consideration to acquire these options.

     In 2002, Rosenfeld and his wife acquired 46,000 shares of the Issuer's
Common Shares in open market purchases. The acquisitions were made with personal
funds.

<PAGE>
- ------------------------    -------------------         ------------------------
CUSIP No. 125919308             SCHEDULE 13D              Page 6 of 9 Pages
- ------------------------    -------------------         ------------------------

Item 4. Purpose of Transactions

     The Reporting Persons made the acquisitions reported on in this Schedule
13D in the ordinary course of their business activities. The Reporting Persons
may undertake one or more of the actions set forth below.

     Each of the Reporting Persons may acquire additional securities or sell
securities of the Issuer from time to time in the market or in private
transactions.

     Rosenfeld holds immediately exercisable options to purchase 5,000 of the
Issuer's Common Shares, at an exercise price of $6.45 per share until March 31,
2008. These options were granted in connection with his directorship.

     Other than the rights described above, and except that Rosenfeld
automatically will be granted options to purchase additional shares of the
Issuer's Common Shares under the Issuer's stock option plans if he continues to
serve as a director, none of the Reporting Persons has any agreements to acquire
any additional Common Shares at this time.

     As a director and Chairman of the Issuer's Strategic Planning Committee of
the Issuer, Rosenfeld is involved in making material business decisions
regarding the Issuer's policies and practices and may be involved in the
consideration of various proposals considered by the Issuer's Board of Directors
and Strategic Planning Committee. Notwithstanding the foregoing, except as
discussed above, none of the Reporting Persons have any plans or proposals to
effect an extraordinary corporate transaction, such as a merger, reorganization
or liquidation involving the Issuer or any of its subsidiaries, cause a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, cause any material change in the present capitalization or
dividend policy of the Issuer, cause any other material change in the Issuer's
business or corporate structure, cause any changes in the Issuer's charter or
bylaws or other actions that may impede the acquisition of control of the Issuer
by any person, cause a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association,
cause a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or take any other action similar to any of those
enumerated above.

Item 5. Interest in Securities of the Issuer

     (a) - (b) Crescendo Partners II is the beneficial owner of 873,334 Common
Shares of the Issuer. Crescendo Partners II has sole voting and dispositive
power over these shares. Crescendo Partners II beneficially owns 17.1% of the
Issuer's Common Shares.

     Crescendo Investments II is the beneficial owner of 873,334 Common Shares
of the Issuer. Crescendo Investments II, in its capacity of being the sole
general partner of Crescendo Partners II, controls Crescendo Partners II.
Accordingly, Crescendo Investments II is the beneficial owner of the shares held
by Crescendo Partners II. Crescendo Investments II has sole voting and
dispositive power over the shares held by Crescendo Partners II. Crescendo
Investments II beneficially owns 17.1% of the Issuer's Common Shares.

     Rosenfeld is the beneficial owner of 924,334 Common Shares of the Issuer.
This amount represents (i) 873,334 of the Issuer's Common Shares held by
Crescendo Partners II, (ii) 46,000 of the Issuer's Common Shares held jointly by
Rosenfeld and his wife, (iii) 5,000 of the Issuer's Common Shares issuable upon
immediately exercisable options held by Rosenfeld. Rosenfeld, being the Senior
Managing Member of Crescendo Investments II, exercises control over Crescendo
Partners II and Crescendo Investments II. As a result of Rosenfeld's control of
Crescendo Partners II and Crescendo Investments II, Rosenfeld has sole voting
and dispositive power over the shares held by Crescendo Partners II.
Accordingly, Rosenfeld is deemed to be the beneficial owner of the shares held
by Crescendo Partners II. However, Mr. Rosenfeld disclaims ownership of the
Common Shares held by Crescendo Partners II and Crescendo Investments II, except
to the extent of his pecuniary interest therein. Additionally, Rosenfeld has
sole voting and dispositive power over the shares held jointly with his wife.
Rosenfeld beneficially owns 18.1% of the Issuer's Common Shares.

<PAGE>

- ------------------------    -------------------         ------------------------
CUSIP No. 125919308             SCHEDULE 13D              Page 7 of 9 Pages
- ------------------------    -------------------         ------------------------

     (c) On February 19, 2003, Crescendo Partners II purchased 750,000 of the
Issuer's Common Shares in the Issuer's public offering at $4.00 per share, for
an aggregate of $3,000,000.

     On March 17, 2003, Crescendo Partners II entered into an Agreement with
Chemical Investments, Inc. to purchase in a private transaction 103,334 Common
Shares of the Issuer at $4.75 per share, for an aggregate of $490,836.50.
Chemical Investments, Inc. was entitled to piggy-back registration rights,
pursuant to two Registration Rights Agreements dated February 26, 2002 and one
dated October 7, 1997, with respect to 83,334 of the common shares sold to
Crescendo Partners II. By operation of the Registration Rights Agreements,
Crescendo Partners II was assigned these registration rights.

     On March 25, 2003, Crescendo Partners II entered into an Agreement with GE
Capital CFE, Inc. to purchase in a private transaction 20,000 Common Shares of
the Issuer at $4.75 per share, for an aggregate of $95,000.00.

     On April 1, 2003, Rosenfeld was granted, in connection with his
directorship, immediately exercisable options to purchase 5,000 of the Issuer's
Common Shares, at an exercise price of $6.45 per share until March 31, 2008.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        the Securities of the Issuer

     On March 17, 2003 and March 25, 2003, Crescendo Partners II entered into
the Agreements to purchase the Issuer's Common Shares described in Item 5(c)
above. Pursuant to one of such agreements, Crescendo Partners II was assigned
two Registration Rights Agreements, dated February 26, 2002 and one dated
October 7, 1997 described in Item 5(c) above.

     On April 1, 2003, Rosenfeld entered into a Stock Option Agreement to
reflect the stock option grant described in Item 4(a) above.

Item 7. Material to be Filed as Exhibits

     1.   Joint Filing Agreement (a)

     2.   Stock Option Agreement, dated April 1, 2003, between the Issuer and
          Rosenfeld. (a)

     3.   Registration Rights Agreement, dated February 26, 2002, between Issuer
          and Chemical Investments, Inc. as assigned to Crescendo Partners II,
          relating 20,000 common shares. (b)

     4.   Registration Rights Agreement, dated February 26, 2002, between Issuer
          and Chemical Investments, Inc. as assigned to Crescendo Partners II,
          relating 30,000 common shares. (b)

     5.   Registration Rights Agreement, dated October 9, 1997, between Issuer
          and Chemical Investments, Inc. (formerly known as Chase Equity
          Securities), as assigned to Crescendo Partners II, relating 33,334
          common shares. (b)

<PAGE>

- ------------------------    -------------------         ------------------------
CUSIP No. 125919308             SCHEDULE 13D              Page 8 of 9 Pages
- ------------------------    -------------------         ------------------------

     (a)  Filed herewith.

     (b)  Form of Registration Rights Agreement filed as an exhibit to the
          Issuer's Registration Statement on Form SB-2 (No. 333-101902) declared
          effective on February 12, 2003 and incorporated herein by reference.



<PAGE>

                                    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.



Dated: April 8, 2003



                                            CRESCENDO PARTNERS II, L.P. SERIES L

                                            By: Crescendo Investments II, LLC

                                            By:  /s/ Eric Rosenfeld
                                                 _______________________________
                                                 Name: Eric Rosenfeld
                                                 Title: Senior Managing Member



                                            CRESCENDO INVESTMENTS II, LLC



                                            By: /s/ Eric Rosenfeld
                                                _________________________
                                                Name: Eric Rosenfeld
                                                Title: Senior Managing Member



                                            /s/ Eric Rosenfeld
                                            --------------------------------
                                            ERIC ROSENFELD




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>rosenfeld_cpiexh1.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>
                                                                       Exhibit 1

                             Joint Filing Agreement

     Agreement dated as of April 8, 2003, among Crescendo Partners II L.P.,
Series L, Crescendo Investments II LLC and Eric Rosenfeld (collectively, the
"Parties").

         Each of the Parties hereto represents to the other Parties that it is
eligible to use Schedule 13D to report its beneficial interest in shares of
common stock, $.001 par value per share, of CPI Aerostructures, Inc.
beneficially owned and reported upon in the Schedule 13D of which this agreement
is an exhibit ("Schedule 13D") by each of the above named Parties, and each of
the above Parties will file the Schedule 13D on behalf of itself.

     Each of the Parties agrees to be responsible for the timely filing of the
Schedule 13D and any and all amendments thereto and for the completeness and
accuracy of the information concerning itself contained in the Schedule 13D, and
the other Parties to the extent it knows or has reason to believe that any
information about the other Parties is inaccurate.


                                            CRESCENDO PARTNERS II, L.P. SERIES L

                                            By: Crescendo Investments II, LLC

                                            By:  /s/ Eric Rosenfeld
                                                 _______________________________
                                                 Name: Eric Rosenfeld
                                                 Title: Senior Managing Member



                                            CRESCENDO INVESTMENTS II, LLC



                                            By: /s/ Eric Rosenfeld
                                                _________________________
                                                Name: Eric Rosenfeld
                                                Title: Senior Managing Member



                                            /s/ Eric Rosenfeld
                                            --------------------------------
                                            ERIC ROSENFELD




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>rosenfeld_cpiexh2.txt
<DESCRIPTION>STOCK OPTION AGREEMENT
<TEXT>
                                                                       Exhibit 2

                             STOCK OPTION AGREEMENT


     AGREEMENT, made as of the 1st day of April, 2003 ("Grant Date") by and
between CPI Aerostructures, Inc., a New York corporation ("Company") with
principal offices located at 200A Executive Drive Edgewood, New York 11717, and
Eric Rosenfeld ("Optionee") with offices located at c/o Crescendo Partners,
L.P., 350 Park Avenue, 4th Floor, New York, NY 10022.

     WHEREAS, the Optionee is presently a director of the Company and the
Company is desirous of increasing the incentive of the Optionee to exert his
utmost efforts in improving the business of the Company;

     WHEREAS, on January 1, 2003, pursuant to the terms and conditions of the
Company's 1995 Stock Option Plan ("Plan"), the Board of Directors of the Company
authorized that each non-employee director be granted immediately exercisable
options to purchase 5,000 shares of the authorized but unissued common shares of
the Company, $.001 par value ("Common Shares") on April 1st of each year as long
as the director is serving as such on such date, conditioned upon the Optionee's
acceptance thereof upon the terms and conditions set forth in this Agreement and
subject to the terms of the Plan (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Plan); and

     WHEREAS, the Optionee desires to acquire the Option on the terms and
conditions set forth in this Agreement and subject to the terms of the Plan;

     IT IS AGREED:

     1. Grant of Stock Option. The Company hereby grants to the Optionee the
right and option ("Option") to purchase all or any part of an aggregate of 5,000
Common Shares ("Option Shares") on the terms and conditions set forth herein and
subject to the provisions of the Plan.

     2. Non-Incentive Stock Option. The Option represented hereby is not
intended to be an Option that qualifies as an "Incentive Stock Option" under
Section 422 of the Internal Revenue Code of 1986, as amended.

     3. Exercise Price. The exercise price ("Exercise Price") of the Option
shall be $6.45 per share, subject to adjustment as hereinafter provided.

                                        1

<PAGE>



     4. Exercisability. Subject to the terms and conditions of the Plan and this
Agreement, this Option is exercisable immediately to the extent of all of the
Option Shares, and shall remain exercisable until the close of business on March
31, 2008 ("Exercise Period").

     5. Termination Due to Death. Upon the death of the Optionee, the Option may
thereafter be exercised by the legal representative of the estate or by the
legatee of the Optionee under the will of the Optionee for a period of one year
from the date of such death or until the expiration of the Exercise Period,
whichever period is shorter.

     6. Withholding Tax. Not later than the date as of which an amount first
becomes includible in the gross income of the Optionee for Federal income tax
purposes with respect to the Option, the Optionee shall pay to the Company, or
make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state and local taxes of any kind required by law to be withheld or
paid with respect to such amount ("Withholding Tax"). The obligations of the
Company under the Plan and pursuant to this Agreement shall be conditional upon
such payment or arrangements with the Company and the Company shall, to the
extent permitted by law, have the right to deduct any Withholding Taxes from any
payment of any kind otherwise due to the Optionee from the Company.

     7. Adjustments. In the event of any change in the Common Shares of the
Company as a whole occurring as the result of a common stock split, or reverse
split, common stock dividend payable on Common Shares, combination or exchange
of shares, or other extraordinary or unusual event occurring after the grant of
the Option, the Board of Directors shall determine, in its sole discretion,
whether such change equitably requires an adjustment in the terms of this Option
or the aggregate number of shares reserved for issuance under the Plan. Any such
adjustments will be made by the Board of Directors, whose determination will be
final, binding and conclusive.

     8. Method of Exercise.

          8.1. Notice to the Company. The Option shall be exercised in whole or
     in part by written notice in substantially the form attached hereto as
     Exhibit A directed to the Company at its principal place of business
     accompanied by full payment as hereinafter provided of the exercise price
     for the number of Option Shares specified in the notice and of the
     Withholding Taxes, if any.

          8.2. Delivery of Option Shares. The Company shall deliver a
     certificate for the Option Shares to the Optionee as soon as practicable
     after payment therefor.



                                        2

<PAGE>



     8.3. Payment of Purchase Price.

          8.3.1. Cash Payment. The Optionee shall make cash payments by wire
     transfer, certified or bank check or personal check, in each case payable
     to the order of the Company; the Company shall not be required to deliver
     certificates for Option Shares until the Company has confirmed the receipt
     of good and available funds in payment of the purchase price thereof.

          8.3.2. Cashless Payment. Provided that prior approval of the Company
     has been obtained, the Optionee may use Common Shares of the Company owned
     by him or her to pay the purchase price for the Option Shares by delivery
     of stock certificates in negotiable form which are effective to transfer
     good and valid title thereto to the Company, free of any liens or
     encumbrances. Common Shares used for this purpose shall be valued at the
     Fair Market Value.

          8.3.3. Payment of Withholding Tax. Any required Withholding Tax may be
     paid in cash or with Common Shares in accordance with Sections 8.3.1 and
     8.3.2.

          8.3.4. Exchange Act Compliance. Notwithstanding the foregoing, the
     Company shall have the right to reject payment in the form of Common Shares
     if in the opinion of counsel for the Company, (i) it could result in an
     event of "recapture" under Section 16(b) of the Securities Exchange Act of
     1934; (ii) such Common Shares may not be sold or transferred to the
     Company; or (iii) such transfer could create legal difficulties for the
     Company.

     9. Nonassignability. The Option shall not be assignable or transferable,
except by will or by the laws of descent and distribution in the event of the
death of the Employee. No transfer of the Option by the Employee by will or by
the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and a
copy of the will and such other evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of the Option.

     10. Company Representations. The Company hereby represents and warrants to
the Optionee that:

     (i) the Company, by appropriate and all required action, is duly authorized
to enter into this Agreement and consummate all of the transactions contemplated
hereunder; and

                                        3

<PAGE>



     (ii) the Option Shares, when issued and delivered by the Company to the
Optionee in accordance with the terms and conditions hereof, will be duly and
validly issued and fully paid and non-assessable.

     11. Optionee Representations. The Optionee hereby represents and warrants
to the Company that:

     (i) he is acquiring the Option and shall acquire the Option Shares for his
own account and not with a view towards the distribution thereof;

     (ii) he has received a copy of the Plan as in effect as of the date of this
Agreement;

     (iii) he has received a copy of all reports and documents required to be
filed by the Company with the Securities and Exchange Commission pursuant to the
Exchange Act, within the last 24 months and all reports issued by the Company to
its stockholders;

     (iv) he understands that he must bear the economic risk of the investment
in the Option Shares, which cannot be sold by him unless they are registered
under the Securities Act of 1933 ("1933 Act") or an exemption therefrom is
available thereunder and that the Company is under no obligation to register the
Option Shares for sale under the 1933 Act;

     (v) in his position with the Company, he has had both the opportunity to
ask questions and receive answers from the officers and directors of the Company
and all persons acting on its behalf concerning the terms and conditions of the
offer made hereunder and to obtain any additional information to the extent the
Company possesses or may possess such information or can acquire it without
unreasonable effort or expense necessary to verify the accuracy of the
information obtained pursuant to clause (iii) above;

     (vi) he is aware that the Company shall place stop transfer orders with its
transfer agent against the transfer of the Option Shares in the absence of
registration under the 1933 Act or an exemption therefrom as provided herein;
and

     (vii) if, at the time of issuance of the Option Shares, the issuance of
such shares have not been registered under the 1933 Act, the certificates
evidencing the Option Shares shall bear the following legends:


                                        4

<PAGE>



               "The shares represented by this certificate have been acquired
               for investment and have not been registered under the Securities
               Act of 1933. The shares may not be sold or transferred in the
               absence of such registration or an exemption therefrom under said
               Act."

               "The shares represented by this certificate have been acquired
               pursuant to a Stock Option Agreement dated as of April 1, 2003, a
               copy of which is on file with the Company, and may not be
               transferred, pledged or disposed of except in accordance with the
               terms and conditions thereof."


     12. Restriction on Transfer of Option Shares.

          12.1. Anything in this Agreement to the contrary notwithstanding, the
     Optionee hereby agrees that he or she shall not sell, transfer by any means
     or otherwise dispose of the Option Shares acquired by him or her without
     registration under the 1933 Act, or in the event that they are not so
     registered, unless (i) an exemption from the 1933 Act registration
     requirements is available thereunder, and (ii) the Optionee has furnished
     the Company with notice of such proposed transfer and the Company's legal
     counsel, in its reasonable opinion, shall deem such proposed transfer to be
     so exempt.

          12.2. Anything in this Agreement to the contrary notwithstanding,
     Optionee hereby agrees that he shall not sell, transfer by any means or
     otherwise dispose of the Option Shares acquired by him (i) prior to six
     months after the Grant Date and (ii) except in accordance with Company's
     policy regarding the sale and disposition of securities owned by Company
     insiders.

     13. Miscellaneous.

          13.1. Notices. All notices, requests, deliveries, payments, demands
     and other communications which are required or permitted to be given under
     this Agreement shall be in writing and shall be either delivered personally
     or sent by registered or certified mail, or by private courier to the
     parties at their respective addresses set forth herein, or to such other
     address as either party shall have specified by notice in writing to the
     other. Notice shall be deemed duly given hereunder when delivered or mailed
     as provided herein.

          13.2. Conflicts with the Plan. In the event of a conflict between the
     provisions of the Plan and the provisions of this Agreement, the provisions
     of the Plan shall in all respects be controlling.

          13.3. Optionee and Stockholder Rights. The Optionee shall not have any
     of the rights of a stockholder with respect to the Option Shares until such
     shares have been issued after the due


                                        5

<PAGE>



exercise of the Option. Nothing contained in this Agreement shall be deemed to
confer upon Optionee any right to continue to be a director of the Company.

          13.4. Waiver. The waiver by any party hereto of a breach of any
     provision of this Agreement shall not operate or be construed as a waiver
     of any other or subsequent breach.

          13.5. Entire Agreement. This Agreement constitutes the entire
     agreement between the parties with respect to the subject matter hereof.
     This Agreement may not be amended except by writing executed by the
     Optionee and the Company.

          13.6. Binding Effect; Successors. This Agreement shall inure to the
     benefit of and be binding upon the parties hereto and, to the extent not
     prohibited herein, their respective heirs, successors, assigns and
     representatives. Nothing in this Agreement, expressed or implied, is
     intended to confer on any person other than the parties hereto and as
     provided above, their respective heirs, successors, assigns and
     representatives, any rights, remedies, obligations or liabilities.

          13.7. Governing Law. This Agreement shall be governed by and construed
     in accordance with the laws of the State of New York (without regard to
     choice of law provisions).

          13.8. Headings. The headings contained herein are for the sole purpose
     of convenience of reference, and shall not in any way limit or affect the
     meaning or interpretation of any of the terms or provisions of this
     Agreement.



                                        6

<PAGE>



          IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
     of the day and year first above:

CPI AEROSTRUCTURES, INC.




By: /s/ Edward J. Fred
- -----------------------
Name:    Edward J. Fred
Title:   Chief Executive Officer



Optionee:


/s/ Eric Rosenfeld
- ----------------------------
ERIC ROSENFELD


                                        7

<PAGE>


                                                                       EXHIBIT A

                      FORM OF NOTICE OF EXERCISE OF OPTION

- --------------------
       DATE

CPI AEROSTRUCTURES, INC.
200A Executive Drive
Edgewood, New York  11717
Attention:

                  Re:      Purchase of Option Shares

Gentlemen:

     In accordance with my Stock Option Agreement dated as of April 1, 2003 with
CPI Aerostructures, Inc. ("Company"), I hereby irrevocably elect to exercise the
right to purchase _________ common shares, par value $.001 per share of the
Company, which are being purchased for investment and not for resale.

     As payment for my shares, enclosed is (check and complete applicable
box[es]):

     |_|  a [personal check] [certified check] [bank check] payable to the order
          of "CPI Aerostructures, Inc." in the sum of $_________;

     |_|  confirmation of wire transfer in the amount of $_____________; and/or

     |_|  with the consent of the Company, a certificate for _____________
          Common Shares of the Company, free and clear of any encumbrances, duly
          endorsed, having a Fair Market Value (as such term is defined in the
          1995 Stock Option Plan of $___________.


     I hereby represent and warrant to, and agree with, the Company that:

     (i) I am acquiring the Option Shares for my own account, for investment,
and not with a view towards the distribution thereof;

     (ii) I have received a copy of the Plan and all reports and documents
required to be filed by the Company with the Commission pursuant to the Exchange
Act within the last 24 months and all reports issued by the Company to its
stockholders;

     (iii) I understand that I must bear the economic risk of the investment in
the Option Shares, which cannot be sold by me unless they are registered under
the Securities Act of 1933 ("1933 Act") or an exemption therefrom is available
thereunder and that the Company is under no obligation to register the Option
Shares for sale under the 1933 Act;

     (iv) I agree that I will not sell, transfer by any means or otherwise
dispose of the Option Shares acquired by me hereby except in accordance with
Company's policy regarding the sale and disposition of securities owned by
Company insiders;



                                                         1

<PAGE>


     (v) in my position with the Company, I have had both the opportunity to ask
questions and receive answers from the officers and directors of the Company and
all persons acting on its behalf concerning the terms and conditions of the
offer made hereunder and to obtain any additional information to the extent the
Company possesses or may possess such information or can acquire it without
unreasonable effort or expense necessary to verify the accuracy of the
information obtained pursuant to clause (ii) above;

     (vi) my rights with respect to the Option Shares shall, in all respects, be
subject to the terms and conditions of the Company's 1995 Stock Option Plan and
the Agreement.

     (vii) I am aware that the Company shall place stop transfer orders with its
transfer agent against the transfer of the Option Shares in the absence of
registration under the 1933 Act or an exemption therefrom as provided herein;
and

     (viii) if, at the time of issuance of the Option Shares, the issuance of
such shares have not been registered under the 1933 Act, the certificates
evidencing the Option Shares shall bear the following legends:

          "The shares represented by this certificate have been acquired for
          investment and have not been registered under the Securities Act of
          1933. The shares may not be sold or transferred in the absence of such
          registration or an exemption therefrom under said Act."

          "The shares represented by this certificate have been acquired
          pursuant to a Stock Option Agreement dated as of April 1, 2003, a copy
          of which is on file with the Company, and may not be transferred,
          pledged or disposed of except in accordance with the terms and
          conditions thereof."


     Kindly forward to me my certificate at your earliest convenience.


Very truly yours,

- ------------------------------                       ---------------------------
(Signature)                                          (Address)

- ------------------------------                       ---------------------------
(Print Name)

                                                     ---------------------------
                                                     (Social Security Number)


                                       2



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
