UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 
CPI Aerostructures, Inc.
(Name of Issuer)
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
125919308
(CUSIP Number)
 
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
¨
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
¨
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).
 
 
 
 

CUSIP No.  125919308
13G
Page 2 of 10 Pages          
     
   
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
    Midwood Capital Management LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
¨
   
(b)
¨
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization         Delaware
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power                232,000
 
6.
Shared Voting Power                       0
 
7.
Sole Dispositive Power                    232,000
 
8.
Shared Dispositive Power                 0
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
          232,000
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes                       ¨
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
      3.9%
 
 
12.
Type of Reporting Person (See Instructions)
     IA
     

 
 
 

CUSIP No.  125919308
13G
Page 3 of 10 Pages          
 
   
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
    David E. Cohen
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
¨
   
(b)
¨
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization         USA
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power                0
 
6.
Shared Voting Power         232,000
 
7.
Sole Dispositive Power                   0
 
8.
Shared Dispositive Power           232,000
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
          232,000
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes                       ¨
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
      3.9%
 
 
12.
Type of Reporting Person (See Instructions)
     IN
     

 
 
 

CUSIP No.  125919308
13G
Page 4 of 10 Pages          
 
   
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
    Ross D. DeMont
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
¨
   
(b)
¨
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization         USA
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power                0
 
6.
Shared Voting Power         232,000
 
7.
Sole Dispositive Power                   0
 
8.
Shared Dispositive Power           232,000
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
          232,000
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes                       ¨
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
      3.9%
 
 
12.
Type of Reporting Person (See Instructions)
     IN
     

 
 
 

CUSIP No.  125919308
13G
Page 5 of 10 Pages          
 
   
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
    Midwood Capital Partners, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
¨
   
(b)
¨
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization         Delaware
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power              156,275
 
6.
Shared Voting Power         0
 
7.
Sole Dispositive Power                 156,275
 
8.
Shared Dispositive Power           0
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
          156,275
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes                       ¨
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
      2.6%
 
 
12.
Type of Reporting Person (See Instructions)
     PN
     

 
 
 

CUSIP No.  125919308
13G
Page 6 of 10 Pages          
 
   
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
    Midwood Capital Partners QP, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
¨
   
(b)
¨
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization         Delaware
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power           75,725
 
6.
Shared Voting Power         0
 
7.
Sole Dispositive Power             75,725
 
8.
Shared Dispositive Power           0
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
          75,725
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes                       ¨
Certain Shares (See Instructions)
 
 
11.
Percent of Class Represented by Amount in Row (9)
      1.3%
 
 
12.
Type of Reporting Person (See Instructions)
     PN
     

 
 
 
 
Page 7 of 10

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., 4th 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, 2008, the Reporting Persons beneficially own 232,000 shares of the Common Stock of the Issuer, representing approximately 3.9% of such class of securities.  The beneficial ownership of each Reporting Person is as follows: (i) LP beneficially owns 156,275 shares of the Common Stock, representing approximately 2.6% of the class, (ii) QP beneficially owns 75,725 shares of the Common Stock, representing approximately 1.3% 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 232,000 shares of the Common Stock of the Issuer representing approximately 3.9% of the class.  The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 5,979,364 shares of the Common Stock of the Issuer outstanding as of November 10, 2008, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2008.
 
 
Page 8 of 10
 
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.
 
Item 5.              Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x
 
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 4, 2009
   
 
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