Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  CALDARELLI O. JOE
2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2006
3. Issuer Name and Ticker or Trading Symbol
CPI INTERNATIONAL, INC. [CPII]
(Last)
(First)
(Middle)
811 HANSEN WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94303
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 01/23/2004 07/01/2010 COMMON STOCK 43,584 $ 0.74 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 01/23/2004 03/10/2013 COMMON STOCK 272,403 $ 0.2 D  
EMPLOYEE STOCK OPTIN (RIGHT TO BUY) 02/03/2004 02/03/2014 COMMON STOCK 7,411 $ 1.08 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY)   (1) 03/01/2014 COMMON STOCK 517,566 $ 4.32 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 09/29/2004 09/29/2014 COMMON STOCK 43,584 $ 4.32 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 09/29/2004 09/29/2014 COMMON STOCK 10,896 $ 6.61 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CALDARELLI O. JOE
811 HANSEN WAY
PALO ALTO, CA 94303
  X     CHIEF EXECUTIVE OFFICER  

Signatures

/S/JOEYANN CORY, ATTORNEY IN FACT 04/27/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 362,297 of these options are currently exercisable: 51,757 became exercisable on March 1, 2005; 258,783 became exercisable on September 30, 2005; and 51,757 became exercisable on March 1, 2006. The remaining 155,269 options are subject to vesting as follows: 51,757 are scheduled to vest on March 1, 2007; 51,756 are scheduled to vest on March 1, 2008; and 51,756 are scheduled to vest on March 1, 2009.
 
Remarks:
REMARKS    Exhibit 24 - Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.