Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TARGOFF MICHAEL B
2. Issuer Name and Ticker or Trading Symbol

CPI INTERNATIONAL, INC. [ CPII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

600 THIRD AVE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/27/2006
(Street)

NEW YORK, NY 10016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   4/27/2006     A (1) (2)    2222   A $0   2222   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Reflects restricted stock grant to directors pursuant to the issuer's 2006 Equity and Performance Incentive Plan.
( 2)  50% vest on day before the first annual stockholders meeting occurring after the Date of Grant; the next 50% vest on the day before the second annual stockholders meeting occurring after the Date of Grant

Remarks:
REMARKS Exhibit 24 - Power of Attorney

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 5/1/2006
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby

constitutes and appoints each of Joel A. Littman, Robert J. Kemp and

JoeyAnn Cory, signing singly, the undersigned's true and lawful

attorney-in-fact to:



       1. prepare, execute in the undersigned's name and on the

undersigned's behalf, and submit to the U.S. Securities and Exchange

Commission (the "SEC"), a Form ID, including amendments thereto, and

any other documents necessary or appropriate to obtain codes and

passwords enabling the undersigned to make electronic filings with the

SEC of reports required by Section 16(a) of the Securities Exchange

Act of 1934, as amended (the "Exchange Act"), or

any rule or regulation of the SEC;



       2. execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of CPI

International, Inc., a Delaware corporation (the "Company"), Forms 3,

4, and 5 in accordance with Section 16(a) of the Exchange Act, and the

rules thereunder, and any other forms or reports the undersigned may

be required to file in connection with the undersigned's ownership,

acquisition, or disposition of securities of the Company;



       3. do and perform any and all acts for and on behalf of the

undersigned that may be necessary or desirable to complete and execute

any such Form 3, 4, or 5, or other form or report, and timely file

such form or report with the SEC and any stock exchange or similar

authority; and



       4. take any other action of any type whatsoever in connection

with the foregoing that, in the opinion of such attorney-in-fact, may

be of benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power

of Attorney shall be in such form and shall contain such terms and

conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all

intents and purposes as the undersigned might or could do if

personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do

or cause to be done by virtue of this power of attorney and the rights

and powers herein granted.  The undersigned acknowledges that the

foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming, nor is the Company

assuming, any of the undersigned's responsibilities to comply with

Section 16 of the Exchange Act.



 This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3, 4, and 5

with respect to the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier revoked by the

undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 20th day of April, 2006.



/s/ Michael Targoff

___________________________________

Signature



Michael Targoff

____________________________________

Print Name