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 *
  TAFLER ANDY
 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)
VICE PRESIDENT
 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)   (1) 03/01/2014 COMMON STOCK 17,976 $ 4.32 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY)   (1)(2) 06/01/2014 COMMON STOCK 54,480 $ 4.32 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 09/29/2004 09/29/2014 COMMON STOCK 21,792 $ 4.32 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 09/29/2004 09/29/2014 COMMON STOCK 5,448 $ 6.61 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TAFLER ANDY
811 HANSEN WAY
PALO ALTO, CA 94303		       VICE PRESIDENT  

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) 12,584 of these options are currently exercisable: 1,798 became exercisable on March 1, 2005; 8,988 became exercisable on September 30, 2005; and 1,798 became exercisable on March 1, 2006. The remaining 5,392 options are subject to vesting as follows: 1,798 are scheduled to vest on March 1, 2007; 1,797 are scheduled to vest on March 1, 2008; and 1,797 are scheduled to vest on March 1, 2009.
(2) 32,688 of these options are currently exercisable: 5,448 became exercisable on June 1, 2005; and 27,240 became exercisable on September 30, 2005. The remaining 21,792 options are subject to vesting as follows: 5,448 are scheduled to vest on June 1, 2006; 5,448 are scheduled to vest on June 1, 2007; 5,448 are scheduled to vest on June 1, 2008 and 5,448 are scheduled to vest on June 1, 2009.
 
Remarks:
REMARKS    Exhibit 24 - Power of Attorney

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