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 *
  LITTMAN JOEL
 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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO, TREASURER AND SECRETARY
 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)
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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) 01/23/2004 07/02/2011 COMMON STOCK 12,257 $ 0.74 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 01/23/2004 03/10/2013 COMMON STOCK 81,721 $ 0.2 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY)   (1) 03/01/2014 COMMON STOCK 163,442 $ 4.32 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 09/29/2004 09/29/2014 COMMON STOCK 34,866 $ 4.32 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 09/29/2004 09/29/2014 COMMON STOCK 8,718 $ 6.61 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LITTMAN JOEL
811 HANSEN WAY
PALO ALTO, CA 94303		       CFO, TREASURER AND SECRETARY  

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) 114,410 of these options are currently exercisable: 16,345 became exercisable on March 1, 2005; 81,721 became exercisable on September 30, 2005; and 16,344 became exercisable on March 1, 2006. The remaining 49,032 options are subject to vesting as follows: 16,344 are scheduled to vest on March 1, 2007; 16,344 are scheduled to vest on March 1, 2008; and 16,344 are scheduled to vest on March 1, 2009.
 
Remarks:
REMARKS    Exhibit 24 - Power of Attorney

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