CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            CPI AEROSTRUCTURES, INC.

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

                            Under Section 805 of the
                      Business Corporation Law of New York

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


     The undersigned, being the President and Secretary of CPI Aerostructures,
Inc. (the "Corporation"), hereby certify as follows:

     FIRST: The name of the Corporation is CPI Aerostructures, Inc. The name
under which the Corporation was formed is Composite Products International, Inc.

     SECOND: The Certificate of Incorporation was filed with the Department of
State on January 11, 1980.

     THIRD: The amendments to the Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment are as follows:

     1.   To increase the number of shares of Common Stock authorized for
          issuance thereunder from 15,000,000 shares to 50,000,000;

     2.   To authorize the issuance by the Corporation of up to 5,000,000 shares
          of preferred stock which will have such designations, preferences,
          dividend conversion, cumulative, relative, participating, optional or
          other rights, including voting rights, qualifications, limitations, or
          restrictions thereof as are determined by the Board of Directors;





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     3.   To prohibit the taking of action by shareholders by written consent of
          less than all of the holders; and

     4.   To create a staggered Board of Directors with three classes.

     FOURTH: To accomplish the foregoing amendments, Article 4 of the
Certificate of Incorporation of the Corporation, relating to the aggregate
number of shares which the Corporation is authorized to issue and Article 7,
relating to shareholder action by written consent of less than the holders of
all of the outstanding shares, are hereby amended to read as set forth below;
and the following new Article 9, relating to the creation of a staggered board,
is added to the Certificate of Incorporation of the Corporation as follows:

                  "4. The aggregate number of shares that the Corporation shall
         have authority to issue is fifty million (50,000,000) Common Shares,
         each of which shall have par value of $.001 and 5,000,000 shares of
         Preferred Stock, each of which shall have par value of $.001.

                           (a) Preferred Stock. The Board of Directors is
                  expressly granted authority to provide for the issuance of all
                  or any shares of the Preferred Stock, in one or more series,
                  and to fix for each such series such designations,
                  preferences, dividend, conversion, cumulative, relative,
                  participating, optional or other rights, including voting
                  rights, qualifications, limitations or restrictions thereof as
                  are determined by the Board of Directors and as may be
                  permitted by the Business Corporation Law of the State of New
                  York. The number of authorized shares of Preferred Stock may
                  be increased or decreased (but not below the number of shares
                  then outstanding) by the affirmative vote of the holders of a
                  majority of the voting power of all of the then outstanding
                  shares of capital stock of the Corporation entitled to vote
                  generally in the election of directors, voting together as a
                  single class, without a separate vote of the holders of the
                  Preferred Stock, or any series thereof, unless a vote of any
                  such holders is required pursuant to any Preferred Stock
                  Designation.

                           (b) Common Stock. Except as otherwise required by law
                  and except as otherwise provided in any designation of the
                  Preferred Stock, the holders of the Common Stock shall
                  exclusively possess all voting power of the Corporation.
                  Each share of Common Stock shall have one vote."

                  "7. Pursuant to Section 615(a) of the Business Corporation Law
         of the State of New York, whenever the shareholders of the Corporation
         are required or permitted to take any action by vote, such action may
         be taken without a meeting on written consent, which written consent
         shall set forth the action to be taken, signed by the holders of all
         outstanding shares of the Corporation entitled to vote thereon."



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                  "9. (a) The Board of Directors of the Corporation shall be
                  comprised of three classes of directors. The number of
                  directors in each class shall be as nearly equal as possible.
                  At the first election, the term of the directors comprising
                  Class I shall expire at the next annual meeting of
                  shareholders, the term of the directors comprising Class II
                  shall expire at the second succeeding annual meeting of
                  shareholders and the term of the directors comprising Class
                  III shall expire at the third succeeding annual meeting of
                  shareholders.

                           (b) At each annual meeting of shareholders
                  thereafter, directors elected to replace those whose terms
                  expire at such annual meeting shall be elected to hold office
                  until the third succeeding annual meeting.

                           (c) Any newly created directorships or any decrease
                  in directorships shall be so apportioned among the classes as
                  to make all classes as nearly equal in number as possible.
                  When the number of directors is increased by the Board of
                  Directors and any newly created directorships are filled by
                  the Board of Directors, there shall be no classification of
                  the additional directors until the next annual meeting of
                  shareholders."


     FIFTH: The foregoing amendment of the certificate of incorporation of the
Corporation was duly authorized by the unanimous written consent of all the
members of the Board of Directors of the Corporation, and subsequently was
approved by the affirmative vote of a majority of the holders of all the
outstanding shares of the Corporation entitled to vote on said amendment of the
Certificate of Incorporation at a meeting of shareholders.

     IN WITNESS WHEREOF, we have signed this document on this 16th day of June
1998, and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

                                                    /s/ Arthur August  
                                                  -------------------------
                                                  ARTHUR AUGUST, President



                                                   /s/ Theodore Martines   
                                                  --------------------------
                                                  THEODORE MARTINES, Secretary


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