SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

|X|      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.  For the quarterly period ended June 30, 2001.

|_|      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.  For the transition period from _______________
         to _________________.

Commission file number:    0-24293

                               LMI AEROSPACE, INC.
             (Exact name of registrant as specified in its charter)

               Missouri                                        43-1309065
     (State or Other Jurisdiction of                        (I.R.S. Employer
     Incorporation or Organization)                        Identification No.)

         3600 Mueller Road
       St. Charles, Missouri                                    63301
     (Address of Principal Executive Offices)                 (ZIP Code)

                                 (636) 946-6525
              (Registrant's Telephone Number, Including Area Code)

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

     Title of class of                       Number of Shares outstanding
      Common Stock                               as of June 30, 2001

Common Stock, par value $.02 per share              8,070,351


<PAGE>


                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                   FOR THE FISCAL QUARTER ENDING JUNE 30, 2001

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets as
         of December 31, 2000 and June 30, 2001

         Condensed Consolidated Statements of Operations for the three months
         and the six months ended June 30, 2000 and 2001

         Condensed Consolidated Statements of Cash Flows for the
          six months ended June 30, 2000 and 2001

         Notes to Unaudited Condensed Consolidated Financial Statements


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

                           PART II. OTHER INFORMATION

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K


SIGNATURE PAGE


<PAGE>


                               LMI Aerospace, Inc.
                      Condensed Consolidated Balance Sheets
             (Amounts in thousands, except share and per share data)


<TABLE>
<CAPTION>

                                                                      December 31,          June 30,
                                                                          2000                2001
                                                                                          (unaudited)
                                                                  -----------------------------------------

<S>                                                             <C>                 <C>

Assets
Current assets:
   Cash and cash equivalents                                             $ 1,676           $  2,928
   Investments                                                               536                785
   Trade accounts receivable, net                                          6,627              9,062
   Inventories                                                            15,909             20,320
   Prepaid expenses                                                          361                678
   Income taxes receivable                                                   498                543
   Deferred income taxes                                                     782                782
                                                                  -----------------------------------------
Total current assets                                                      26,389             35,098

Property, plant, and equipment, net                                       21,059             24,942
Other assets                                                                 345                314
Goodwill, net                                                              1,888              7,782
                                                                  -----------------------------------------
                                                                        $ 49,681           $ 68,136
                                                                  =========================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                      $ 3,570           $  4,724
   Accrued expenses                                                        1,962              2,540
   Current installments of long-term debt                                    104              1,761
                                                                  -----------------------------------------
Total current liabilities                                                  5,636              9,025

Long-term debt, less current installments                                    121             13,208
Deferred income taxes                                                      1,245              1,332
                                                                  -----------------------------------------
Total noncurrent liabilities                                               1,366             14,540

Stockholders' equity:
   Common stock of $.02 par value; authorized 28,000,000
     shares; issued 8,734,422 at December 31, 2000
     and       at June 30, 2001                                              175                175
   Additional paid-in capital                                             26,165             26,165
   Treasury Stock, at cost, 628,604 and 664,071 shares at
     December 31, 2000 and June 30, 2001, respectively                    (3,174)            (3,220)
   Accumulated other comprehensive loss                                     (272)              (110)
   Retained earnings                                                      19,785             21,561
                                                                  -----------------------------------------
Total stockholders' equity                                                42,679             44,571
                                                                  -----------------------------------------
                                                                        $ 49,681          $  68,136
                                                                  =========================================
<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

                               LMI Aerospace, Inc.
                 Condensed Consolidated Statements of Operations
                  (Amounts in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                            For the Three Months Ended June 30           For the Six Months Ended June 30
                                                2000                  2001                  2000                   2001
                                       ------------------------------------------------------------------------------------------

<S>                                     <C>                   <C>                    <C>                     <C>

Net sales                                      $ 13,774              $ 19,105              $ 28,295               $ 35,154
Cost of sales                                    11,916                14,929                24,206                 27,274
                                       ------------------------------------------------------------------------------------------
Gross profit                                      1,858                 4,176                 4,089                  7,880
Selling, general, and administrative
   expenses                                       2,169                 2,464                 4,705                  4,807
                                       ------------------------------------------------------------------------------------------
Income (loss) from operations                      (311)                1,712                  (615)                 3,073

Interest income (expense)/other                     (19)                 (261)                   (2)                  (265)
                                       ------------------------------------------------------------------------------------------

Income (loss) before income taxes                  (330)                1,451                  (617)                 2,808
Provision for (benefit from)
income                                             (116)                  508                  (216)                   983
   taxes
                                       ------------------------------------------------------------------------------------------
Income (loss) before cumulative
   effect of change in accounting
   principle                                       (214)                  943                  (401)                 1,825
                                       ==========================================================================================
Cumulative effect of change in
   accounting principle net of
   income tax benefit of $88                          -                     -                  (164)                     -
                                       ==========================================================================================
Net income (loss)                                $ (214)                $ 943               $  (565)              $  1,825
                                       ==========================================================================================

Amounts per common share:
Income (loss) before cumulative
   effect of change in accounting
   principle                                    $ (0.03)                $ .12               $ (0.05)                 $ .23
Cumulative effect of change in
   accounting principle                           -                     -                   $ (0.02)                  -
                                       ------------------------------------------------------------------------------------------
Net income (loss) per common share
                                                $ (0.03)                $ .12               $ (0.07)                 $ .23
                                       ==========================================================================================
Net income (loss) per common share
   - assuming dilution                          $ (0.03)                $ .12               $ (0.07)                 $ .22
                                       ==========================================================================================
Weighted average common shares
   outstanding                                8,203,395             8,070,200             8,205,932              8,075,555
                                       ==========================================================================================
Weighted average dilutive stock
   options outstanding                          116,181               120,534               122,507                 57,362
                                       ==========================================================================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                                          LMI Aerospace, Inc.
                                            Condensed Consolidated Statements of Cash Flows
                                                        (Amounts in thousands)
                                                              (Unaudited)

                                                           For the Six Months Ended June 30
                                                                   2000                2001
                                                           -----------------------------------------
<S>                                                          <C>                <C>

Operating activities
Net income (loss)                                                 $  (565)            $  1,825
Adjustments to reconcile net income (loss) to

net cash provided by operating activities:
   net cash generated from operating activities:
     Depreciation and amortization                                  1,789                1,959
     Changes in operating assets and liabilities:
       Trade accounts receivable                                      123                   33
       Inventories                                                 (1,059)                (563)
       Prepaid expenses and other assets                              (89)                (444)
       Income taxes payable                                           509                   (3)
       Accounts payable                                              (461)                 565
       Accrued expenses                                               241                  412
                                                           ----------------------------------------
Net cash generated from operating activities                          488                3,784

Investing activities
Additions to property, plant, and equipment, net                   (1,135)              (1,803)
Proceeds from sale of property, plant and equipment                     -                   65
Purchases of investments                                             (954)                   -
Acquisition of company, net of cash acquired                            -              (14,926)
                                                           -----------------------------------------
Net cash used by investing activities                              (2,089)             (16,664)

Financing activities
Proceeds from issuance of long-term debt                                -               14,250
Principal payments on long-term debt                                  (50)                 (72)
Treasury stock transactions, net                                      (40)                 (46)
                                                           -----------------------------------------
Net cash used by (generated from) financing activities                (90)              14,132
Activities

Net change in cash and cash equivalents                            (1,691)               1,252
Cash and cash equivalents, beginning of period                      5,908                1,676
                                                           -----------------------------------------
Cash and cash equivalents, end of period                         $  4,217             $  2,928
                                                           =========================================



<FN>

Supplemental schedule of noncash investing and financing activities:

A capital lease obligation of $151 was incurred on March 22, 2001 when the Company entered into a lease for
 equipment.
A note payable obligation of $398 was incurred on June 1, 2001 when the Company entered into a purchase
 agreement for equipment.
See accompanying notes.

</FN>
</TABLE>

<PAGE>


                               LMI Aerospace, Inc.
              Notes to Condensed Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data))
                                   (Unaudited)
                                  June 30, 2001

1. Accounting Policies

Basis of Presentation

LMI Aerospace,  Inc. (the Company) fabricates,  machines, and integrates formed,
close tolerance aluminum and specialty alloy components for use by the aerospace
and laser  equipment  industries.  The  Company is a Missouri  corporation  with
headquarters in St. Charles,  Missouri.  The Company maintains facilities in St.
Charles,  Missouri;  Seattle,  Washington;  Tulsa,  Oklahoma;  Wichita,  Kansas;
Irving, Texas; and Sun Valley, California.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information  and footnotes  required by accounting  principles  generally
accepted in the United States for complete financial statements.  In the opinion
of  management,  all  adjustments  (consisting  of  normal  recurring  accruals)
considered  necessary for a fair  representation  have been included.  Operating
results for the six months ended June 30, 2001 are not necessarily indicative of
the results  that may be expected for the year ended  December  31, 2001.  These
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial statements and accompanying footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 as filed with the SEC.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United  States  requires  management  to make certain
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from those estimates.

Cumulative Effect of Change in Accounting Principle

In the fourth quarter of 2000, the Company  changed its method of accounting for
revenue  recognition in accordance with Staff Accounting Bulletin (SAB) No. 101,
Revenue  Recognition  in Financial  Statements.  The new  accounting  method was
adopted  retroactive to January 1, 2000. The cumulative  effect of the change on
prior years resulted in a charge to income of $164, net of income tax benefit of
$88,  which is included in income for the three months ended March 31, 2000. All
2000 amounts have been  restated for this change in  accounting  principle.  The
effect of the change on the three months and six months ended June 30, 2000 was
as follows:

<TABLE>


                                               For the Three Months Ended June 30          For the Six Months Ended June 30
                                           ----------------------------------------     ----------------------------------------
                                           As Previously Reported      As Restated       As Previously Reported      As Restated
                                           ----------------------------------------     ----------------------------------------
<S>                                          <C>                      <C>               <C>                        <C>

Net Sales                                         $ 13,735               $ 13,774           $ 28,496                   $28,295
Gross Profit                                         1,808                  1,858              4,049                     4,089
Net Loss                                              (247)                  (214)              (427)                     (565)
Amounts per common share:
Net Loss                                              (.03)                  (.03)              (.05)                     (.07)
Net loss - assuming dilution                          (.03)                  (.03)              (.05)                     (.07)

</TABLE>

<PAGE>

2. Acquisitions

On April 2, 2001, the Company  acquired certain assets and liabilities of Tempco
Engineering,  Inc. and Hyco Precision,  Inc. (together referred to as "Tempco"),
two related companies in Sun Valley,  California,  for $14,250.  The Company may
pay  additional  contingent  consideration  of up to $1,250 if  Tempco's  EBITDA
exceeds  certain  limits at the end of each quarter  beginning June 30, 2001 and
ending  March 31,  2003.  Based on the  results of Tempco at June 30,  2001,  no
additional  consideration  was due. This acquisition was accounted for under the
purchase  method of accounting  and,  accordingly,  the results of operations of
Tempco  have been  included  in the  consolidated  financial  statements  of the
Company after April 2, 2001. The cost to acquire  Tempco has been  preliminarily
allocated to the assets  acquired  and  liabilities  assumed  according to their
estimated  fair  values  at the  time  of the  acquisition  and are  subject  to
adjustment when additional information concerning asset and liability valuations
are finalized.  The preliminary  allocation has resulted in acquired goodwill of
approximately $ 6,056, which is being amortized on a straight-line basis over 15
years.

3. FASB 141 & 142 Disclosure

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules,  goodwill [and intangible  assets deemed
to have  indefinite  lives] will no longer be  amortized  but will be subject to
annual  impairment  tests in accordance  with the Statements.  Other  intangible
assets will continue to be amortized over their useful lives.

The  Company  will  apply the new rules on  accounting  for  goodwill  and other
intangible  assets  beginning in the first quarter of 2002.  Application  of the
non-amortization  provisions  of the  Statement  is  expected  to  result  in an
increase  in net  income  after  tax of $341  ($.04 per share and $.04 per share
assuming  dilution) per year. During 2002, the Company will perform the first of
the required impairment tests of goodwill and indefinite lived intangible assets
as of January 1, 2002 and has not yet determined  what the effect of these tests
will be on the earnings and financial position of the Company.

4. Inventories

Inventories consist of the following:

<TABLE>

                                                                     December 31,           June 30,
                                                                         2000                 2001
                                                                 ------------------------------------------
<S>                                                               <C>                  <C>

Raw materials                                                          $ 3,842               $ 3,922
Work in process                                                          3,380                 6,461
Finished goods                                                           8,687                 9,937
                                                                 ------------------------------------------
                                                                      $ 15,909              $ 20,320
                                                                 ==========================================

</TABLE>

<PAGE>

5. Long-Term Debt

Long-term debt consists of the following:

<TABLE>

                                                                        December 31,           June 30,
                                                                            2000                 2001
                                                                     -----------------------------------------

<S>                                                                  <C>                 <C>

Term loan                                                                  $   -              $ 14,250

Notes payable, principal and interest payable monthly, at
   fixed rates, ranging from 4.98% to 9.00%                                  225                   581
Capital lease obligations                                                      -                   138
                                                                     -----------------------------------------
                                                                             225                14,969
Less current installments                                                    104                 1,761
                                                                     -----------------------------------------
                                                                            $121               $13,208
                                                                     =========================================

</TABLE>


In order to  facilitate  the  acquisition  of Tempco,  the  Company  amended its
current loan agreement with Union Planters entering into a three-year  Borrowing
Agreement  ("Borrowing  Agreement") on April 2, 2001.  This Borrowing  Agreement
provides financing up to $15,500 and bears interest at ninety day LIBOR plus 3%,
which was 7.84% at June 30, 2001.  The Company  drew  $14,250 on this  Borrowing
Agreement on April 2, 2001. Interest payments are due monthly.  Principal is due
monthly  beginning in  September,  2001,  using a seven year  amortization.  The
Borrowing  Agreement  is secured by all assets of the  Company,  excluding  real
property, and contains financial covenants requiring minimum levels of cash flow
coverage,  EBITDA,  and tangible net worth. Under the Borrowing  Agreement,  the
Company has $1,250  available to fund any additional  contingent  consideration.
Additionally,  the  Company has a revolving  credit  agreement  for up to $7,000
under the same Borrowing Agreement.  No amounts are owed on the revolving credit
agreement.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Except for the historical  information  contained  herein,  the following report
contains forward-looking  statements based on the beliefs of the Company and are
subject to certain risks and  uncertainties.  These statements can be identified
by  forward-looking  words such as  "expect",  "believe",  anticipate",  "goal",
"plan",  "intend",  "estimate",  "may",  "will", or similar words. The Company's
actual results could differ  materially from those discussed here.  Factors that
could cause or contribute to such differences  include,  but are not limited to,
those  discussed below as well as those factors set forth in the Company's other
filings with the Securities and Exchange Commission.

Overview

LMI Aerospace,  Inc. is a leader in  fabricating,  machining and  integrating of
formed close tolerance  aluminum and specialty  alloy  components for use by the
aerospace  and  laser  cutting  industries.  The  Company  has been  engaged  in
manufacturing   components  for  a  wide  variety  of  applications.   Aerospace
components  manufactured by the Company  include leading edge wing slats,  flaps
and lens  assemblies;  cockpit  window  frame  assemblies;  fuselage  skins  and
supports,  and  passenger  and cargo door  frames and  supports.  Non  aerospace
components are critical  components in the chamber section of lasers used in the
production of semiconductors and cutting equipment used in preparation for Lasic
surgery.  The Company  maintains  multi-year  contracts  with  leading  original
equipment  manufacturers and primary  subcontractors  of commercial,  corporate,
regional and military aircraft. Such contracts, which govern the majority of the
Company's  sales,  designate  the Company as the sole  supplier of the aerospace
components sold under the contracts.  Customers include Boeing, Lockheed Martin,
Northrop  Grumman,  Gulfstream,  Learjet,  Canadair,  DeHavilland,  PPG, Litton,
Cymer,  and  InterLase.  The Company  manufactures  more than  15,000  parts for
integration  into Boeing's 737,  747, 757, 767 and 777  commercial  aircraft and
F-15,  F/A-18,   C-17  military  aircraft,   Canadair's  RJ  regional  aircraft,
Gulfstream's G-IV and G-V corporate  aircraft,  Lockheed Martin's F-16 and C-130
military aircraft,  Litton Industries guidance control systems, Cymer lasers for
cutting silicon wafers, and IntraLase lasers used in Lasik surgery

Results of Operations

Quarter Ended June 30, 2001 versus June 30, 2000

Net Sales. Net sales for the quarter ended June 30, 2001 were $19.1 million,  up
38.7% from the comparable quarter of the prior year of $13.8 million.  Net sales
for the second quarter of 2001 was  beneficially  impacted by the acquisition of
Tempco Engineering,  Inc.  ("Tempco"),  which added $3.4 million.  Excluding the
acquisition,  net sales for the second  quarter of 2001 were $15.7  million,  an
increase of 14.3% from the comparable quarter of the prior year.

Net sales on Boeing commercial  aircraft were $10.0 million (51.7% of net sales)
in the second  quarter  of 2001,  up from $8.0  million  (57.4% of net sales) in
2000,  reflecting  an increase on each model on which the Company  participates.
The Company's net sales increase on Boeing  commercial  aircraft was principally
derived  from the 747 ($2.7  million of net sales in the second  quarter of 2001
compared  to $1.9  million in the prior  year) and the 737 ($4.3  million in the
second  quarter  of 2001  compared  to $3.7  million  in  2000).  The net  sales
contributed  from the 737 were  scheduled  to  decrease  beginning  in the third
quarter of 2001 due to the loss of a contract to produce  leading  edge and flap
components for the wing section of that aircraft. The Company has completed this
contract;  however,  it was awarded additional orders for many of the components
for delivery  through the end of 2001.  Certain  components may be  manufactured
beyond the end of 2001.

Net  sales for use in the  corporate  and  regional  aircraft  market  were $2.9
million in the second quarter of 2001, down from $3.4 million in 2000, primarily
the result of lower shipments to Gulfstream and Learjet.

The  acquisition  of Tempco  contributed to an increase in net sales on military
platforms.  Net sales on military  programs  were $3.1 million in 2001,  up from
$1.8 million in 2000.  Tempco's net sales on military programs were $1.2 million
in the quarter.

Tempco  also had net  sales of $1.6  million  to laser  equipment  manufacturers
serving the technology and medical markets.

Gross Profit.  Gross profit for the quarter ended June 30, 2001 was $4.2 million
(22.0% of net  sales)  compared  to $1.9  million  (13.8% of net sales) in 2000.
Gross profit was positively  impacted by the acquisition of Tempco,  which added
$0.7 million in the quarter.  Excluding the acquisition of Tempco,  gross profit
would have been $3.5  million,  an increase of $1.6 million over the prior year,
but  consistent  with first quarter 2001.  The  improvement  over the prior year
(excluding  the  acquisition)  is primarily  the result of continued  efficiency
gains as labor and fringe costs were  slightly  lower ($6.4  million in 2001 and
$6.5 million in 2000) while net sales increased by $1.9 million.

Selling,   General  and   Administrative   Expenses.   Selling,   general,   and
administrative  expenses  ("SG&A")  were $2.5  million in the second  quarter of
2001,  up from  $2.2  million  in 2000.  The  increase  is  attributable  to the
acquisition of Tempco, which had SG&A of $0.2 million and goodwill  amortization
related to the purchase of $0.1 million.

Interest Expense.  The Company incurred $0.3 million in interest expense related
to the $14.3 million borrowed to finance the purchase of Tempco.

Six Months Ended June 30, 2001 versus June 30, 2000

Net Sales.  For the six months ended June 30, 2001, the Company had net sales of
$35.1  million,  an increase  of 24.0% over net sales in 2000 of $28.3  million.
Excluding the  acquisition of Tempco,  net sales rose to $31.7 million,  a 12.0%
increase from 2000.

The Company's net sales on Boeing commercial aircraft was $19.6 million in 2001,
an increase from $16.1 million in 2000.  Net sales on the 747 platform were $5.2
million in 2001 compared to $3.5 million in 2000.  Net sales on the 737 platform
were $8.4 million, up from $7.5 million in 2000.

Net sales for  corporate and regional  aircraft were $6.0 million in 2001,  down
from $6.4 million in 2000. This decline is  predominately  caused by a reduction
in orders from Gulfstream as they analyze their inventory levels.

Net sales of military  components  were $5.5 million in 2001,  an increase  from
$3.8 million in 2000.  Net sales of military  components  from Tempco added $1.2
million in 2001.  Excluding Tempco,  net sales for the F-16 were $2.4 million in
2001, up from $1.5 million in 2000, the result of both production rate increases
at Lockheed and new components awarded to the Company.

Gross Profit.  The Company's  gross profit was $7.9 million (22.5% of net sales)
in 2001, an increase from $4.1 million  (14.5% of net sales) in 2000.  Excluding
the acquisition of Tempco,  efficiency  gains  contributed to the improvement in
gross  margin as labor and fringes  dropped to $12.8  million in 2001 from $13.3
million and net sales rose by $4.6 million.  The additional  sales also provided
better coverage of fixed costs. Tempco added $0.7 million to gross profit.

Selling, General, and Administrative Expenses. SG&A increased to $4.8 million in
2001 from $4.7 million in 2000. SG&A in 2000 was adversely  affected by a charge
for a  bankrupt  customer  of  $0.4  million.  Increases  in  SG&A  in  2001  is
predominately   related  to  the   acquisition   of  Tempco  and  the  resulting
amortization of goodwill.

Cumulative  Effect of Change in Accounting  Principle.  In the fourth quarter of
2000, the Company  changed its method of accounting  for revenue  recognition in
accordance with Staff Accounting  Bulletin (SAB) No. 101, Revenue recognition in
Financial Statements.  The new accounting method was adopted retroactive January
1, 2000. The cumulative effect of the change on prior years resulted in a charge
to income of $164, net of income tax benefit of $88, which is included in income
for the three months ended March 31, 2000.  All 2000 amounts have been  restated
for this  change  in  accounting  principle.  Refer  to note 1 to the  financial
statements for further information on this change.

Liquidity and Capital Resources

On April 2, 2001, the Company  acquired certain assets and liabilities of Tempco
Engineering,  Inc. and Hyco Precision,  Inc. (together,  "Tempco"),  two related
businesses in Sun Valley,  California.  Tempco provides machined  components and
assemblies to the defense and aerospace  markets and to  manufacturers  of laser
equipment used in semiconductor  manufacturing and Lasik eye surgery. Tempco had
sales of  approximately  $16 million in 2000. The Company  purchased  Tempco for
$14.25  million  plus future  potential  consideration  of up to $1.25  million,
depending upon the financial performance of Tempco.

The Company  entered  into two  separate  term loans to finance the  purchase of
Tempco as follows:

o    $14.25  million  three-year  term  loan  with  a  seven-year  amortization,
     principal payable monthly after the first six months,  and interest payable
     monthly at ninety day LIBOR plus 3.00%.  This note was completely  advanced
     on April 2, 2001.

o    $1.25 million multi-advance two year note with no amortization and interest
     payable  monthly  at  ninety  day  LIBOR  plus 3%.  This  note has not been
     advanced  but is  intended  to be  used to  finance  any  potential  future
     consideration  due the prior owners of Tempco,  if any, that is earned over
     the next two years.

These notes are secured by all of the Company's assets, excluding real property.
The notes require certain covenants, both financial and non financial, including
a minimum  consolidated  debt service ratio,  senior funded debt to consolidated
EBITDA ratio,  and a minimum  tangible net worth.  The Company met each of these
requirements  at June 30,  2001.  The Company  maintains  its  revolving  credit
agreement of $7.0 million,  which remains unused at June 30, 2001. The revolving
credit  agreement is subject to the same  security and covenants as the new term
loans.

The  Company's  cash  balance at June 30,  2001 was $2.9  million,  up from $1.7
million at December 31, 2000. The operating  activities of the Company generated
$3.8  million,   principally  from  earnings   adjusted  for  non-cash  expenses
depreciation and amortization.  Investments in fixed assets were $2.3 million in
the first six  months  of 2001,  including  the non cash  financing  of  certain
information  technology equipment, a turret punch machine, and two brake presses
through the sellers of the equipment. The Company has invested in various pieces
of  equipment  to support the  increase in demand for its  product.  The Company
expects  this  increased  demand to require  it to invest up to $4.0  million in
fixed assets during 2001.

The  Company  believes  it  has  adequate  financial  flexibility  to  meet  its
obligations using its cash and the cash generated by its operating activities.

<PAGE>


                                     PART II

                                OTHER INFORMATION

Item 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             The Annual Meeting of Shareholders was held on May 24, 2001.

             At the  Meeting,  the  shareholders  voted for the  election of all
             persons nominated by management to be Class II Directors. The votes
             for these nominated Directors were as follows:

             Name                 Votes For           Votes Withheld

             Joseph Burstein      6,797,750               12,700
             Ronald S. Saks       6,798,750               11,700
             Thomas D. Baker      6,798,750               11,700


             At the Meeting, the shareholders also voted for a proposal to adopt
             the Related  Articles of  Incorporation  LMI  Aerospace,  Inc. 1998
             Stock Option Plan:

                                  Votes For           Votes Withheld

                                  6,654,975             151,475


             At the Meeting, the shareholders also voted for the ratification of
             the  selection  of  Ernst & Young  LLP to  serve  as the  Company's
             independent  auditor.  The  votes  for  such  ratification  were as
             follows:

                                    Votes For         Votes Withheld

                                    7,801,950             8,500


Item 6.      EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits: None

(b)      The Company filed a report on Form 8-K April 17, 2001, reporting the
         closing of the Company's acquisition of Tempco.

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   LMI AEROSPACE, INC.


Date:  August 8, 2001                  By: /s/ Lawrence E. Dickinson
                                           ------------------------------
                                           Lawrence E. Dickinson
                                           Chief Financial Officer and Secretary