SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

[X]      Quarterly  Report  Pursuant  to  Section 13 or 15(d) of the  Securities
         Exchange Act of 1934. For the quarterly period ended June 30, 1998.

[ ]      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                                    63302
(Address of Principal Executive Offices)                       (ZIP Code)

                                 (314) 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         No  X

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

                                                Number of Shares outstanding
Title of class of Common Stock                       as of June 30, 1998
------------------------------                  -------------------------------

Common Stock, par value $.02 per share                     8,389,422
                                                          -----------

<PAGE>


                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                   FOR THE FISCAL QUARTER ENDING JUNE 30, 1998

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets
         of December 31, 1997 and June 30, 1998

         Condensed  Consolidated  Statements of Operations  
         for the three months and the six months ending 
         June 30, 1998 and 1997

         Condensed Consolidated Statements of Cash Flows for
         the six months ending June 30, 1998 and 1997

         Notes to Unaudited Condensed Consolidated 
         Financial Statements



SIGNATURE PAGE


<PAGE>
                               LMI Aerospace, Inc.

                      Condensed Consolidated Balance Sheets
             (Amounts in thousands, except share and per share data)



                                                December 31,          June 30,
                                                    1997                1998
                                                 -------------------------------
Assets                                                               (unaudited)
Current assets:
   Cash and cash equivalents                     $     244         $       423
   Amounts due from underwriter                          -              21,390
   Trade accounts receivable                         8,058               9,191
   Inventories                                       8,701               9,540
   Prepaid expenses                                    147                 223
   Other current assets                                109                 102
    Deferred income taxes                              502                 502
                                                --------------------------------
Total current assets                                17,761              41,371

Property, plant, and equipment, net                 15,652              17,617
Other assets                                           216                 200
                                                --------------------------------
                                                  $ 33,629            $ 59,188
                                                ================================

Liabilities and stockholders' equity 
Current liabilities:
   Accounts payable                              $   3,318            $  3,847
   Accrued expenses                                  1,940               2,709
   Income taxes payable                                430                 338
   Demand note payable to stockholder                  250                   -
   Current installments of long-term debt              567                 644
                                                --------------------------------
Total current liabilities                            6,505               7,538

Long-term debt, less current installments            9,274               9,452
Deferred income taxes                                1,099               1,099
                                                --------------------------------
Total noncurrent liabilities                      $ 10,373           $  10,551

Stockholders' equity:
   Common stock of $.02 par value; 
     authorized 28,000,000 shares; issued 
     5,908,471 at December 31, 1997 and         $      118         $       168
     8,389,422 at June 30, 1998, 
     respectively
   Subscriptions receivable                              -                (600)
   Additional paid-in capital                        1,543              23,060
   Retained earnings                                15,090              18,471
                                                --------------------------------
Total stockholders' equity                          16,751              41,099
                                                ================================
                                                  $ 33,629            $ 59,188
                                                ================================

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>


                               LMI Aerospace, Inc.

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

                                                    For the Three Months             For the Six Months
                                                       Ended June 30                    Ended June 30
                                                   1997             1998             1997           1998
                                           ------------------------------------------------------------------
<S>                                            <C>               <C>            <C>             <C>
Net sales                                         $ 14,383          $ 15,657       $ 27,073        $ 31,993
Cost of sales                                       10,266            10,841         19,660          22,343
                                           ------------------------------------------------------------------
Gross profit                                         4,117             4,816          7,413           9,650

Selling, general, and administrative
   expenses                                          1,672             1,850          3,161           3,734
                                           ------------------------------------------------------------------
Income from operations                               2,445             2,966          4,252           5,916

Interest expense                                       250               209            531             462
                                           ------------------------------------------------------------------

Income before income taxes                           2,195             2,757          3,721           5,454
Provision for income taxes                             845             1,034          1,433           2,072
                                           ==================================================================
Net income                                         $ 1,350           $ 1,723        $ 2,288         $ 3,382
                                           ==================================================================

Net income per common share                         $ .23              $ .29          $ .39           $ .57
                                           ==================================================================

Net income per common share - assuming
   dilution                                         $ .23              $ .28           $ .39          $ .56
                                           ==================================================================

Weighted average common shares
   outstanding                                   5,822,839         5,988,860      5,822,839       5,948,666
                                           ==================================================================
Weighted average dilutive stock options
   outstanding                                      64,082           149,346         55,446         131,478
                                           ==================================================================

</TABLE>

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                               LMI Aerospace, Inc.

                 Condensed Consolidated Statements of Cash Flows
                             (Amounts in thousands)
                                   (Unaudited)

                                                            For the Six Months Ended June 30
                                                            1997              1998
                                                        -------------------------------------
<S>                                                      <C>               <C>

Operating activities
Net income                                                   $  2,288          $  3,382
Adjustments to reconcile net income to
net cash provided by operating activities:
   Net cash provided by operating activities:
     Depreciation and amortization                             1,004             1,246
     Changes in operating assets and liabilities:
       Trade accounts receivable                                (327)           (1,133)
       Inventories                                              (310)             (839)
       Prepaid expenses                                          (67)              (76)
       Other current assets                                       63               (36)
       Other assets                                               20                 9
       Income taxes payable                                     (210)              (92)
       Accounts payable                                          589               529
       Accrued expenses                                          856               807
                                                       -------------------------------------
Net cash provided by operating activities                      3,906             3,797

Investing activities
Additions to property, plant, and equipment                   (1,233)           (3,160)
                                                       -------------------------------------
Net cash used in investing activities                         (1,233)           (3,160)

Financing activities
Proceeds from issuance of long-term debt                         391             2,073
Principal payments on long-term debt                          (2,465)           (2,068)
Proceeds from exercise of stock options                            -                29
Payments for consummation of initial public offering               -              (492)
                                                       -------------------------------------
Net cash used in financing activities                         (2,074)             (458)
Activities
                                                       -------------------------------------

Net change in cash and cash equivalents                          599               179
Cash and cash equivalents, beginning of period                   205               244
                                                       =====================================
Cash and cash equivalents, end of period                  $      804       $       423
                                                       =====================================


Supplemental Disclosures of Cash Flow
Information
  Amounts due from underwriter                                     -          $ 21,390
  Accrual for initial public offering costs                        -               458
  Common Stock contributed to profit sharing plan                  -               296
  Stock bonus issued to officer of Company                         -               200

</TABLE>

See accompanying notes.


<PAGE>

                               LMI Aerospace, Inc.

              Notes to Condensed Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data))
                                   (Unaudited)
                                  June 30, 1998

1. Accounting Policies

Basis of Presentation

LMI  Aerospace,  Inc.  (the  Company)  (formerly  Leonard's  Metal,  Inc.)  is a
fabricator,  finisher,  and integrator of formed,  close tolerance  aluminum and
specialty alloy components for use by the aerospace  industry.  The Company is a
Missouri  corporation with  headquarters in St. Charles,  Missouri.  The Company
maintains  facilities in St.  Charles,  Missouri;  Seattle,  Washington;  Tulsa,
Oklahoma; and Wichita, Kansas.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally  accepted  accounting  principles  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 three and six months ended June
30, 1998 are not necessarily  indicative of the results that may be expected for
the year ended December 31, 1998. These financial  statements  should be read in
conjunction  with  the  consolidated   financial   statements  and  accompanying
footnotes  for the year  ended  December  31,  1997  included  in the  Company's
prospectus dated June 29, 1998 as filed with the SEC.

Earnings per Common Share

In 1997, the Company  adopted SFAS No. 128,  Earnings per Share,  which replaced
the  calculation of primary and fully diluted  earnings per share with basic and
diluted  earnings per share. All earnings per share amounts for all periods have
been presented or, where appropriate, restated to conform to SFAS No. 128.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles  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.

2. Initial Public Offering

On April 27, 1998, the Company's  Board of Directors  authorized the filing of a
registration  statement with the Securities and Exchange  Commission relating to
an initial public offering of 2,300,000 shares of the Company's  unissued common
stock (345,000 additional shares if the underwriters'  over-allotment option was
exercised). In connection with the initial public offering, the Company effected
a 2.29-for-one stock dividend of the Company's common stock payable June 1, 1998
to  shareholders  of record on May 1, 1998. All  references in the  accompanying
financial  statements  to the  number of shares of common  stock and per  common
share amounts have been retroactively adjusted to reflect the stock dividend. In
addition,  the Company's  capital  structure  was changed to reflect  28,000,000
shares of common stock and 2,000,000 shares of preferred stock authorized.

During  April 1998,  the  Company  issued  32,900 new shares of common  stock as
compensation to one of its officers,  pursuant to an employment  agreement,  and
recorded  approximately $200 of deferred  compensation  expense to be recognized
over the  subsequent 24 months.  In addition,  the Company sold 98,700 shares of
common stock to one of its  officers,  pursuant to an  employment  agreement and
recorded a subscription  receivable of $600 in stockholders' equity. The Company
has no compensation obligation related to this transaction.

The initial public offering of 2,300,000 shares was consummated on June 30, 1998
and all proceeds  were in transit to the Company and recorded as a current asset
in Amounts due from underwriter.

3. Inventories

Inventories consist of the following:

                                         December 31,           June 30,
                                             1997                 1998
                                     ------------------------------------------
Raw materials                                 $2,990             $ 3,891
Work in process                                3,875               3,738
Finished goods                                 1,836               1,911
                                     ==========================================
                                              $8,701             $ 9,540
                                     ==========================================

<PAGE>

4. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

                                         December 31,           June 30,
                                             1997                 1998
                                     ------------------------------------------
Land                                      $      638           $      638
Buildings                                      7,405                7,474
Machinery and equipment                       18,376               19,409
Software costs                                   523                  591
Leasehold improvements                           426                  427
Construction in progress                         298                2,242
                                     ------------------------------------------
                                              27,666               30,781
Less accumulated depreciation                (12,014)             (13,164)
                                     ==========================================
                                            $ 15,652             $ 17,617
                                     ==========================================

<TABLE>
<CAPTION>

5. Long-Term Debt

Long-term debt consists of the following:

                                                                       December 31,          June 30,
                                                                           1997                1998
                                                                    ---------------------------------------
<S>                                                                   <C>                <C>
Revolving line of credit, interest payable monthly, at a
   variable rate                                                         $  1,281            $  2,309
Industrial Development Revenue Bond, interest payable
   monthly, at a variable rate                                              2,500               2,500
Term loan note payable, principal and interest payable
   monthly, at a fixed rate of 9.0%                                         3,482               3,351
Real estate note payable, principal and interest payable
   monthly, at a variable rate                                                428                 416
Notes payable, principal and interest payable monthly, at
   fixed rates, ranging from 8.25% to 9.56%                                 1,233               1,428
Subordinated debentures, interest payable monthly, at a fixed
   rate of 11%                                                                800                  --
Capital lease obligations                                                     117                  92
                                                                    ---------------------------------------
                                                                            9,841              10,096
Less current installments                                                     567                 644
                                                                    =======================================
                                                                          $ 9,274             $ 9,452
                                                                    =======================================
</TABLE>


On March 31, 1998, the Company  secured a $15,000  unsecured line of credit with
Magna Bank to fund various corporate needs. Interest is payable monthly based on
a quarterly cash flow leverage calculation and the LIBOR rate (7.09% at June 30,
1998).  This  facility  matures on March 30, 2000 and requires  compliance  with
certain  non-financial  and financial  covenants  including minimum tangible net
worth and EBITDA requirements. The credit facility prohibits the payment of cash
dividends on common stock without  Magna's prior  written  consent.  The Company
drew upon the line in March 1998 to retire  certain  outstanding  debt balances,
including the previous  revolving  line of credit ($1,281 at December 31, 1997),
demand  notes to  former  shareholders  ($250 at  December  31,  1997),  and the
subordinated  debentures ($800 at December 31, 1997). (See Note 7 for subsequent
payoff.)

The Industrial  Revenue Bond (IRB) bears  interest at a variable rate,  which is
based on the existing market rates for comparable  outstanding  tax-exempt bonds
(4.1  percent  and  3.8  percent  at  December  31,  1997  and  June  30,  1998,
respectively),  not to  exceed 12  percent.  The IRB is  secured  by a letter of
credit, and Magna Bank NA (Magna),  which holds 100 percent participation in the
letter of credit, has a security interest in certain equipment. The bond matures
in November 2000.

During 1997, the Company executed a new 9.0 percent term note payable for $3,500
with Magna secured by certain  Company-owned  real estate. The term note payable
requires  monthly  principal  and interest  payments of $45,  and any  remaining
principal  balance is due upon maturity in November  2000. The term note payable
contains certain nonfinancial and financial covenants, including leverage ratio,
current ratio, and minimum  tangible net worth.  All of the Company's  property,
plant and  equipment  is  pledged  under the  above  agreement.  (See Note 7 for
subsequent payoff.)

The real estate note  payable  with the Oklahoma  Industrial  Finance  Authority
requires  monthly  principal  and interest  payments  through May 2009 and bears
interest  at the  prime  rate  adjusted  quarterly  based on the last day of the
previous  quarter (8.5 percent at December 31, 1997 and June 30, 1998). The real
estate note  payable is secured by a mortgage on the  property.  (See Note 7 for
subsequent payoff.)

The Company  entered  into  various  notes  payable for the  purchase of certain
equipment.  The notes are  payable in monthly  installments  including  interest
(ranging from 8.25 percent to 9.56 percent  through  November  2002).  The notes
payable are secured by equipment.

6. Commitments and Contingencies

The  Company is  involved  in various  claims and legal  actions  arising in the
ordinary  course  of  business.  In the  opinion  of  management,  the  ultimate
disposition  of these  matters  will not have a material  adverse  effect on the
Company's financial position.

7. Subsequent Event

On July 6, 1998,  the Company  received the proceeds  ($21,390) from the initial
public offering and retired  certain  outstanding  debt balances,  including the
term loan note  payable  ($3,351  at June 30,  1998)  and the real  estate  note
payable  ($416 at June  30,  1998).  In  addition,  the  Company  paid  down the
revolving  line  of  credit  ($2,309  at  June  30,  1998).  The   underwriter's
over-allotment  option of 345,000  shares was  exercised  and issued on July 14,
1998 and the Company received proceeds of approximately $3,209.

On August 11, 1998,  the Company  announced  that it had reached an agreement in
principal to acquire the assets of Precise Machine Company ("Precise"), based in
Irving, Texas. Precise manufactures precision machined components used primarily
by the defense,  aerospace and  financial  service  industries  and had sales of
approximately  $3 million  for the year ended  1997.  Terms of the sale have not
been finalized.  As of June 30, 1998,  Precise's unaudited financial  statements
reflected net sales of $1,636 for the six months then ended.


<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:  September 4, 1998            By: /s/ Lawrence E. Dickinson
                                        Lawrence E. Dickinson
                                        Chief Financial Officer and Secretary