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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TARGOFF MICHAEL B
 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)
600 THIRD AVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10016		 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)
Common Stock, $0.01 par value per share 65,020
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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)   (1) 03/01/2014 COMMON STOCK 24,517 $ 4.32 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TARGOFF MICHAEL B
600 THIRD AVE
NEW YORK, NY 10016		   X      

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) 9,807 of these options are currently exercisable: 4,904 became exercisable on March 1, 2005; and 4,903 became exercisable on March 1, 2006. The remaining 14,710 options are subject to vesting as follows: 4,903 are scheduled to vest on March 1, 2007; 4,904 are scheduled to vest on March 1, 2008; and 4,903 are scheduled to vest on March 1, 2009.
 
Remarks:
REMARKS    Exhibit 24 - Power of Attorney

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