SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): March 31, 2003
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                            CPI AEROSTRUCTURES, INC.
               (Exact Name of Registrant as Specified in Charter)



        New York                     1-11398                  11-2520310
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(State or Other Jurisdiction       (Commission              (IRS Employer
    of Incorporation)              File Number)            Identification No.)




200A Executive Drive, Edgewood, New York               11717
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(Address of Principal Executive Offices)               (Zip Code)



Registrant's telephone number, including area code (631) 586-5200
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                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)











Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits:

          99.1 Press Release, dated March 31, 2002 announcing December 31, 2002
               financial results.

Item 9.  Regulation FD Disclosure.

         The following information is being provided under Item 12:

         On March 31, 2003, CPI Aerostructures, Inc. issued a press
 release discussing its financial results for the fourth quarter and year-ended
 December 31, 2002. The press release is included as Exhibit 99.1 hereto.


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                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:   March 31, 2003                     CPI AEROSTRUCTURES, INC.



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


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