Exhibit 10.32

          FIFTH AMENDMENT, June 12, 2000 (this "Amendment), to the Credit
Agreement, dated as of October 9, 1997 (as amended by the First Amendment, dated
as of Feberuary 12, 1999, the Second Amendment, effective as of December 31,
1998 (entered into on April 15, 1999), the Third Amendment, dated as of April
23, 1999, and the Fourth Amendment, dated as of December 30, 1999 (entered into
on March 28, 2000), and as the same may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among CPI
AEROSTRUCTURES, INC., a New York corporation ("Holdings"), KOLAR, INC., a
Delaware corporation (the "Borrower"), the several banks and other financial
institutions from time to time parties thereto (collectively, the "Lenders"),
and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent").

                             W I T N E S S E T H :

        WHEREAS, Holdings, the Borrower, the Lenders and the Administrative
Agent are parties to the Credit Agreement; and

        WHEREAS, Holdings and the Borrower have requested that the Lenders amend
certain terms in the Credit Agreement and in the manner provided for herein; and

        WHEREAS, the Administrative Agent and the Lenders are willing to agree
to the requested amendments;

        NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:

        1.  Defined Terms.  Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein (and in the recitals
hereto) as defined terms are so used as so defined.

        2.  Amendment to Subsection 6.2(e).  Subsection 6.2(e) of the Credit
Agreement is hereby amended by deleting "1,000,000" and substituting in lieu
thereof "$1,400,000".

        3.  Representations and Warranties.  On and as of the date hereof,
Holdings and the Borrower hereby jointly and severally confirm, reaffirm and
restate the representations and warranties set forth in Section 3 of the Credit
Agreement mutatis mutandis.  To the extent that any of the representations and
warranties set forth in Section 3 of the Credit Agreement expressly 4relate to a
specific earlier date, Holdings and the Borrower jointly and severally hereby
confirm, reaffirm and restate such representations and warranties as of such
earlier date.

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        4.  Effectiveness.  Upon receipt by the Administrative Agent of
counterparts of this Amendment duly executed by Holdings, the Borrower and all
the Lenders, this Amendment shall be effective as of the date hereof.

        5.  Continuing Effect; No Other Amendments, Waivers or Consents.  Except
as expressly provided herein, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect.  The amendments
provided for herein are limited to the specific subsections of the Credit
Agreement specified herein and shall not constitute a consent, waiver or
amendment of, or an indication of the Administrative Agent's or the Lenders'
willingness to consent to any action requiring consent under any other
provisions of the Credit Agreement or the same subsection for any other date or
time period.

        6.  Expenses.  Holdings and the Borrower agree to pay and reimburse the
Administrative Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.

        7.  Counterparts.  This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile transmission), each
of which counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.

        8.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date written next to the signature of each party.

                                CPI AEROSTRUCTURES, INC.

                                   /s/ Edward J. Fred
                                By____________________________
                                  Name:  Edward J. Fred
                                  Title: Executive VP & CFO

                                KOLAR, INC.

                                   /s/ Edward J. Fred
                                By____________________________
                                  Name:  Edward J. Fred
                                  Title: Executive VP & CFO

                                THE CHASE MANHATTAN BANK,
                                as Administrative Agent and as a Lender

                                      /s/ Emelia K. Treige
                                By____________________________
                                  Name:  Emelia K. Treige
                                  Title: Vice President

                                MELLON BANK, N.A.,
                                as a Lender

                                   /s/ Christine G. Dekajlo
                                By____________________________
                                  Name:  Christine G. Dekajlo
                                  Title: First Vice President

                                Mellon Financial Services Corporation,
                                Attorney-in-Fact for Mellon Bank, N.A.