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 September 30,
         2003

|_|      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 by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act). 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 November 6, 2003
     ------------------------------               ----------------------------


     Common Stock, par value $.02 per share               8,181,786



<PAGE>



                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                FOR THE FISCAL QUARTER ENDING SEPTEMBER 30, 2003

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).

         Condensed Consolidated Balance Sheets as of December 31, 2002 and
         September 30, 2003

         Condensed Consolidated Statements of Operations for the three months
         ending and the nine months ending September 30, 2002 and 2003

         Condensed Consolidated Statements of Cash Flows for the nine months
         ending September 30, 2002 and 2003

         Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Item 4.  Controls and Procedures.

                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.


SIGNATURE PAGE

EXHIBIT INDEX


<PAGE>

<TABLE>
<CAPTION>
                               LMI Aerospace, Inc.
                           Consolidated Balance Sheets
             (Amounts in thousands, except share and per share data)


                                                                      December 31,     September 30, 2003
                                                                          2002            (unaudited)
                                                                  -----------------------------------------
<S>                                                              <C>                <C>

Assets
Current assets:
   Cash and cash equivalents                                           $   1,182           $   1,095
   Trade accounts receivable, net                                         11,392               8,445
   Inventories                                                            25,181              26,294
   Prepaid expenses                                                          978               1,097
   Deferred income taxes                                                   1,389               1,389
   Income taxes receivable                                                 1,501               1,522
                                                                  -----------------------------------------
Total current assets                                                      41,623              39,842

Property, plant and equipment, net                                        25,986              23,222
Goodwill                                                                   5,653               5,653
Customer intangible assets, net                                            4,267               3,892
Other assets                                                                 336                 163
                                                                  -----------------------------------------
                                                                        $ 77,865           $  72,772
                                                                  =========================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                    $   6,107            $  3,959
   Accrued expenses                                                        2,846               2,161
   Current installments of long-term debt and capital lease
     obligations                                                           4,616              20,486
                                                                  -----------------------------------------
Total current liabilities                                                 13,569              26,606

Long-term debt and capital lease obligations, less current
   installments                                                           24,621               8,764
Deferred income taxes                                                      1,939               1,963
                                                                  -----------------------------------------
Total long-term liabilities                                               26,560              10,727

Stockholders' equity:
   Common stock of $.02 par value; authorized 28,000,000 shares;
     issued 8,736,427                                                        175                 175
   Additional paid-in capital                                             26,171              26,171
   Treasury Stock, at cost, 554,641 shares                                (2,632)             (2,632)
   Accumulated other comprehensive income (loss)                             (17)                 28
   Retained earnings                                                      14,039              11,697
                                                                  -----------------------------------------
Total stockholders' equity                                                37,736              35,439
                                                                  -----------------------------------------
                                                                        $ 77,865           $  72,772
                                                                  =========================================
<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>


<TABLE>
<CAPTION>


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

                                                                  For the Three Months Ended         For the Nine Months Ended
                                                                        September 30,                      September 30,
                                                                  2002              2003              2002           2003
                                                            ---------------------------------------------------------------------

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

Net sales                                                        $  21,258         $  17,566        $  59,522     $  57,273
Cost of sales                                                       17,726            14,823           48,087        49,882
                                                            ---------------------------------------------------------------------
Gross profit                                                         3,532             2,743           11,435         7,391

Selling, general and administrative expenses                         3,402             2,938            9,242         9,497
Restructuring charges                                                    -               441                -           441
                                                            ---------------------------------------------------------------------
   Income (loss) from operations                                       130              (636)           2,193        (2,547)

Other income (expense):
    Interest                                                          (426)             (407)          (1,018)       (1,234)
    Other, net                                                        (211)                6             (200)           35
                                                            ---------------------------------------------------------------------
Income (loss) before income taxes                                     (507)           (1,037)             975        (3,746)

Provision for (benefit of) income taxes                                (87)             (393)             468        (1,405)
                                                            ---------------------------------------------------------------------
   Income (loss) before cumulative effect of change in                                  (644)                        (2,341)
   accounting principle                                               (420)                               507
Cumulative effect of change in accounting  principle, net
   of income tax benefit of $663                                         -                 -           (1,104)           -
                                                            ---------------------------------------------------------------------
Net loss                                                          $   (420)         $   (644)         $  (597)     $  (2,341)
                                                            =====================================================================

Amounts per common share:
   Income (loss) before cumulative effect of change in
   accounting principle                                           $  (0.05)        $   (0.08)       $   0.06       $   (0.29)
Cumulative effect of change in accounting principle                   -                   -            (0.13)              -
                                                            ---------------------------------------------------------------------
Net loss per common share                                         $  (0.05)        $   (0.08)       $  (0.07)      $   (0.29)
                                                            =====================================================================

Amounts per common share - assuming dilution:
   Income (loss) before cumulative effect of change
   in accounting principle                                        $  (0.05)        $   (0.08)       $   0.06       $   (0.29)
Cumulative effect of change in accounting principle                      -                -            (0.13)           -
                                                            ---------------------------------------------------------------------
Net loss per common share - assuming dilution                     $  (0.05)        $   (0.08)       $  (0.07)      $   (0.29)
                                                            =====================================================================

                                                            =====================================================================
Weighted average common shares outstanding                       8,061,368         8,181,786       8,042,079       8,181,786
                                                            =====================================================================
                                                            =====================================================================
Weighted average common shares outstanding - assuming
   assuming dilution                                             8,061,368         8,181,786       8,042,079       8,181,786
                                                            =====================================================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>



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

<TABLE>
<CAPTION>


                                                             For the Nine Months Ended September 30,
                                                                   2002                     2003
                                                           ----------------------------------------------------

<S>                                                       <C>                       <C>

Operating activities
Net loss                                                      $      (597)               $  (2,341)
Adjustments to reconcile net loss to
   net cash provided by (used by) operating activities:
     Depreciation and amortization                                  3,122                    3,665
     Unrealized investment loss                                       274                        -
     Goodwill impairment charges                                    1,767                        -
     Changes in operating assets and liabilities:
         Trade accounts receivable                                 (2,512)                   2,918
         Inventories                                               (2,797)                  (1,113)
         Prepaid expenses and other assets                           (732)                     132
         Income taxes                                                (689)                     (64)
         Accounts payable                                             356                   (2,148)
         Accrued expenses                                             206                     (618)
                                                           ----------------------------------------------------
Net cash provided by (used by) operating activities                (1,602)                     431

Investing activities
Additions to property, plant and equipment                         (1,946)                    (832)
Proceeds from sale of equipment                                         -                      301
Acquisition of Versaform, net of cash acquired                    (10,285)                       -
Acquisition of Stretch Forming assets                                (860)                       -
Acquisition of Tempco, net of cash acquired                          (300)                       -
Acquisition of SSFF                                                  (215)                       -
                                                           ----------------------------------------------------
Net cash used by investing activities                             (13,606)                    (531)

Financing activities
Net borrowings on revolving line of credit                              -                    3,607
Principal payments on long-term debt                               (2,050)                  (3,594)
Treasury stock transactions, net                                       (8)                       -
Proceeds from issuance of long term debt                           13,535                        -
Proceeds from exercise of stock options                                96                        -
                                                           ----------------------------------------------------
Net cash from financing activities                                 11,573                       13

Net decrease in cash and cash equivalents                          (3,635)                     (87)
Cash and cash equivalents, beginning of year                        4,645                    1,182
                                                           ----------------------------------------------------
Cash and cash equivalents, end of quarter                       $   1,010                 $  1,095
                                                           ====================================================

<FN>

See accompanying notes.

</FN>
</TABLE>


<PAGE>


                               LMI Aerospace, Inc.
                   Notes to Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                               September 30, 2003

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; Auburn, Washington; Tulsa, Oklahoma; Wichita, Kansas; Irving,
Texas;  Sun Valley and  Oceanside,  California;  Pooler,  Georgia;  and Langley,
British Columbia.

The accompanying  unaudited 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  three  and  nine  months  ended  September  30,  2003  are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2003.  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, 2002 as
filed with the SEC.

Operating Results and Management's Plan

As  discussed  in the  Company's  Annual  Report on Form 10-K,  the  Company has
undertaken a plan to reduce operating expenses, increase efficiencies, and align
its cost structure  with current levels of demand for its products.  On July 23,
2003,  as  outlined  in  Note  8,  the  Company   announced  the  details  of  a
restructuring   plan  for  its  St.  Charles   operations   which  includes  the
rationalization of the work force and the closure of two of the four St. Charles
facilities. In addition, the Company is reviewing its other plant operations and
expects  to  undertake  further  rationalization  initiatives  during the fourth
quarter of 2003.

Based on the forecasted improvement in operating results and cash flows from the
above rationalization plan, management believes the Company will have sufficient
funding for its operations in 2003. However, if the forecasted  improvements are
not  achieved,  the Company may  violate the debt  covenants  of its bank credit
facility at December 31, 2003 and have to seek alternative sources of financing.
See Note 5 for  further  discussion  of the bank  credit  facility  which  had a
balance of $27,763 at September 30, 2003. Further,  the Company's revolving line
of credit,  matures on January 5,  2004.  Management  is  currently  considering
several  alternatives  to refinance the revolving  credit  agreement which had a
balance of $8,024 at September  30, 2003.  There can be no  assurances  that the
Company can obtain alternative financing on reasonable and acceptable terms.

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.


<PAGE>


                               LMI Aerospace, Inc.
                   Notes to Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                               September 30, 2003

Stock-Based Compensation

The  Company  accounts  for its stock  based  compensation  in  accordance  with
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees,  and related interpretations and provides the pro forma disclosure
provisions  of Statements of Financial  Accounting  Standards No.  ("SFAS") 123,
Accounting  for  Stock-Based  Compensation  and SFAS  No.  148,  Accounting  for
Stock-Based  Compensation - Transition and  Disclosure.  No stock based employee
compensation  expense is  recognized  in the  statement  of  operations,  as all
options  granted had an exercise  price equal to market value of the  underlying
common stock on the date of grant. Had the Company determined  compensation cost
based on the fair value at the grant date  under  SFAS No.  123,  net income and
earnings per share amounts would have been as follows:

<TABLE>
<CAPTION>


                                                   Three Months Ended September 30,       Nine Months Ended September 30,
                                                        2002               2003               2002                2003
                                                 ------------------------------------------------------------------------------
<S>                                                <C>               <C>               <C>                <C>

Net loss                                                $ (420)           $  (644)            $ (597)           $ (2,341)
   Total stock based employee compensation
   expense determined under fair value based
   method, net of tax effect                              (16)                (14)              (137)                (51)
                                                 ------------------------------------------------------------------------------
   Pro forma net loss                                   $(436)            $  (658)            $ (734)           $ (2,392)
                                                 ==============================================================================

Net loss per common share - basic and assuming
dilution
   As reported                                       $  (0.05)          $  (0.08)          $  (0.07)            $ (0.29)
   Pro forma                                         $  (0.05)          $  (0.08)          $  (0.09)            $ (0.29)

</TABLE>


2. Acquisitions

Versaform

On May 16, 2002, the Company acquired all of the outstanding  stock of Versaform
Corporation and BC 541775,  Ltd., a holding company that owns 100% of the common
stock  of  Versaform   Canada   Corporation   (collectively,   "Versaform")  for
approximately $11,787 consisting of cash and a note payable of $1,300. Versaform
forms  large  sheet  metal  and  extrusion  components   predominantly  for  the
corporate,  regional,  and military  aerospace  markets from two  facilities  in
Oceanside, California and one facility in Langley, British Columbia, Canada.




<PAGE>



                               LMI Aerospace, Inc.
                   Notes to Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                               September 30, 2003

The  acquisition  was  accounted  for as a purchase  business  combination,  and
accordingly,  the results of operations were included in the Company's financial
statements after May 16, 2002.

The intangible  asset relates to acquired  customer  relationships  and is being
amortized  over 15 years on a  straight  line  basis.  Based on the terms of the
purchase agreement,  the Company is obligated to pay additional consideration if
sales to a specific  customer  exceed certain annual  thresholds  over the three
years following the acquisition. As of September 30, 2003, sales to the specific
customer  did  not  meet  these  thresholds  and is not  expected  to  meet  the
thresholds for the remainder of the three year contingency  period. The purchase
agreement  allows for certain  adjustments  to the purchase  price for claims in
excess of $100.  As disclosed in the Company's  Annual Report on Form 10-K,  the
Company recorded a claim for  reimbursement of certain  liabilities  existing at
the closing  date.  This claim was settled for $265 during the third quarter and
paid to the Company in October  2003.  The  Company  collected  this  receivable
subsequent to the end of quarter.  Versaform's sales were approximately  $12,000
in 2001.

Southern Stretch Forming and Fabrication, Inc.

On September 30, 2002, the Company  acquired  certain assets and assumed certain
liabilities of Southern  Stretch Forming and  Fabrication,  Inc.  ("SSFF").  The
former  owner of  Versaform,  currently  a director of the  Company,  held a 50%
interest in SSFF. Following the Company's acquisition of Versaform, the director
purchased the  remaining 50% interest in SSFF and sold SSFF to the Company.  The
assets  consisted   primarily  of  inventory,   machinery  and  equipment.   The
acquisition  was  accounted  for  as  a  purchase  business   combination,   and
accordingly,  the  related  results  of  operations  have been  included  in the
consolidated  statement of operations  after  September  30, 2002.  The purchase
price of $444,  which  includes the  assumption  of debt and direct costs of the
transaction,  consisted of $235 in cash and 90,000  shares of LMI common  stock,
with a market value of $209.

The cost to acquire these assets has been  allocated to the assets  according to
their fair values and consisted of inventory of $115 and equipment and machinery
of $718,  and  assumed  liabilities  of $389.  Net  sales for SSFF for 2001 were
approximately $3,820, of which approximately $1,739 were to the Company.

Stretch Forming Corporation

On June 12,  2002,  the  Company  acquired  certain  assets of  Stretch  Forming
Corporation ("SFC"),  based in Southern  California.  The purchase price of $861
was allocated to the assets  acquired based on their fair value and consisted of
working  capital of $465,  equipment  of $66,  and an  intangible  asset of $330
related to production  backlog,  to be amortized over 3 years on a straight line
basis.

<PAGE>



                               LMI Aerospace, Inc.
                   Notes to Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                               September 30, 2003


3.  Goodwill and Intangibles

The Company adopted SFAS No. 142,  Goodwill and Other  Intangibles on January 1,
2002, and performed its  transitional  impairment test of goodwill.  The Company
concluded  in 2002 that its business was  comprised of two  reporting  segments,
Sheet  Metal  and  Machining  and  Technology  (see  Note 6 to the  Consolidated
Financial Statement).  The Company further concluded that its reporting segments
constituted  reporting units under SFAS No. 142. The Company determined that the
carrying  value of its  Sheet  Metal  segment  exceeded  its fair  value,  which
indicated potential  impairment of the Sheet Metal segment's goodwill of $1,767.
The Company  engaged  valuation  experts to assist in performing a review of the
fair  value  of the  Sheet  Metal  segment's  tangible  and  intangible  assets,
including goodwill, as of January 1, 2002. Based upon the valuation completed in
the  fourth  quarter  of 2002,  relying  primarily  on a  discounted  cash  flow
valuation  technique,  the Company  recorded a $1,767 charge ($1,104 net of tax)
for the  impairment  of the  Sheet  Metal  segment's  goodwill.  The  charge  is
reflected as the cumulative effect of adopting the new accounting standard as of
January 1, 2002.

Goodwill at December 31, 2002 and  September  30, 2003 relates to the  Machining
and Technology segment.

4. Inventories

Inventories consist of the following:

                                          December 31,       September 30,
                                             2002               2003
                                       --------------------------------------
        Raw materials                       $ 4,469            $ 4,150
        Work in process                       5,576              5,144
        Finished goods                       15,136             17,000
                                       --------------------------------------
                                           $ 25,181            $26,294
                                       ======================================

During  the  second  half  of 2002  and  early  2003,  the  Company  encountered
production  difficulties and inefficiencies on new programs with two significant
customers due to several factors including inadequate tooling,  poor performance
of a critical  subcontractor,  and changes in customer acceptance criteria.  The
Company recorded a lower of cost or market reserve on work in process  primarily
related  to these  programs  of $1,957 at  December  31,  2002.  The  Company is
currently  engaged in negotiations to recover claims submitted for certain costs
incurred and  requests for  re-pricing  of several  components.  No benefit from
potential  claims on these  components has been accrued.  At September 30, 2003,
the Company had lower of cost or market  reserves of $563  primarily  related to
these  programs.  The  decrease  in the lower of cost or market  reserves is the
result  of  improved   performance  on  subsequent   production  of  parts  that
historically generated losses and re-pricing of certain parts.


<PAGE>


                               LMI Aerospace, Inc.
                   Notes to Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                               September 30, 2003

5.  Long-Term Debt and Revolving Line of Credit

Long-term debt and revolving line of credit consists of the following:

<TABLE>
<CAPTION>

                                                                        December 31,        September 30,
                                                                            2002                 2003
                                                                     -----------------------------------------
<S>                                                                   <C>               <C>

  Term Loans:
    Tempco                                                                $ 11,705           $  10,179
    Versaform                                                               10,738               9,560
  Revolving line of credit                                                   4,417               8,024
  Note payable to Director, principal and interest payable
     monthly at 7%                                                           1,003                 722
  Notes payable, principal and interest payable monthly, at
     fixed rates, ranging from 6.99% to 10.00%                               1,212                 740
  Capital lease obligations                                                    162                  25
                                                                     -----------------------------------------
                                                                            29,237              29,250
  Less current installments                                                  4,616              20,486
                                                                     -----------------------------------------
                                                                          $ 24,621            $  8,764
                                                                     =========================================
</TABLE>


The Company has a loan agreement  ("Loan  Agreement")  with Union Planters Bank,
NA. The Loan Agreement  consists of a revolving line of credit  ("Revolver"),  a
term loan to finance the purchase of Tempco  ("Tempco  Term  Loan"),  and a term
loan to finance the purchase of Versaform ("Versaform Term Loan"). The Company's
Loan Agreement is secured by all the domestic assets of the Company and requires
compliance with certain  non-financial and financial covenants including minimum
levels of EBITDA and tangible worth.

On April 14, 2003, the Company obtained a waiver of certain covenant  violations
at December 31, 2002 and an amendment  to the Loan  Agreement.  The amended Loan
Agreement extended the maturity of the line of credit to January 2004, increased
the capacity  under the line of credit by $3,000 and the interest  rate by 0.25%
and eased the quarterly  financial  covenant  requirements  through December 31,
2003.

The  Company's  Revolver  allows  for a $10,000  line of  credit,  subject  to a
borrowing base calculation,  to fund various corporate needs. The Company agreed
to reduce the amount  available  under the Revolver by any proceeds  from income
tax carry backs  attributable to 2002 losses and specific claims currently being
negotiated.  During the second quarter,  the Company  received $780 for tax loss
carry  backs and has  reduced the  Revolver  cap to $9,220.  Interest is payable
monthly based on a quarterly cash flow leverage  calculation  and the prevailing
LIBOR rate.  This  facility  matures in January  2004 and  accordingly  has been
classified  as  current  installments  of long term debt.  The  credit  facility
prohibits  the  payment of cash  dividends  on common  stock  without  the prior
written  consent of the lender.  The Company had $8,024  outstanding  under this
line at September 30, 2003 at an interest rate of 3.7%.

The Company  drew  $14,250 on the Tempco Term Loan on April 2, 2001.  The Tempco
Term Loan  requires  monthly  principal  and interest  payments over three years
using a seven year  amortization and bears interest at ninety day LIBOR plus 3%,
subject to a cap of 8.5% and a floor of 7.0%.  This note matures on September 2,
2004 and has accordingly  been  classified as current  installments of long term
debt. The interest rate was 7.0% at September 30, 2003.


<PAGE>



                               LMI Aerospace, Inc.
                   Notes to Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                               September 30, 2003

The  Versaform  Term Loan was issued for $11,000 on May 14, 2002.  The Versaform
Term Loan  requires  monthly  principal  and interest  payments over three years
using a seven year  amortization and bears interest at the ninety day LIBOR plus
3%. The interest rate was 4.2% at September 30, 2003.

The  Company  entered  into a note  payable  for $1,300  with the prior owner of
Versaform in connection with the acquisition. The prior owner has since become a
member of the board of directors of the  Company.  This note is payable  monthly
over three years and bears interest at 7.0%.  This note is secured by 65% of the
stock of the Company's Canadian subsidiary.

The Company  entered  into  various  notes  payable for the  purchase of certain
equipment.  The notes are  payable in monthly  installments  including  interest
ranging from 6.99% - 10.0% through  November 2006. The notes payable are secured
by equipment.

The Company  entered into capital lease  agreements  for the purchase of certain
equipment.  The leases are payable in monthly  installments  including  interest
ranging from 4.98% - 9.15% through August 2005.

6. Business Segment Information

As set forth in the criteria of SFAS No. 131,  Disclosures  about Segments of an
Enterprise and Related Information, the Company is organized into two reportable
segments:  Sheet Metal and  Machining  and  Technology.  The Sheet Metal segment
fabricates, finishes and integrates close tolerance aluminum and specialty alloy
components  primarily for the aerospace  industry.  The Machining and Technology
segment machines close tolerance aluminum and specialty alloy components for the
aerospace, semiconductor and medical products industries.

The table below presents  information  about reported segments on the basis used
internally to evaluate segment performance:

<TABLE>
<CAPTION>

                                                Three Months Ended September 30,       Nine Months Ended September 30,
                                                    2002                2003                2002              2003
                                             ------------------------------------------------------------------------------
<S>                                         <C>                 <C>                 <C>                <C>

Net sales:
   Sheet Metal                                  $   16,628          $  14,427            $  43,599          $  47,628
   Machining and Technology                          4,630              3,139               15,923              9,645
                                             ------------------------------------------------------------------------------
                                                $   21,258          $  17,566            $  59,522          $  57,273
                                             ==============================================================================
Income (loss) before income taxes:
    Sheet Metal                                 $     (989)         $    (940)           $  (1,530)         $  (3,224)
    Machining and Technology                           482                (97)               2,505               (522)
                                             ------------------------------------------------------------------------------
                                                $     (507)         $  (1,037)           $     975          $  (3,746)
                                             ==============================================================================

Upon adoption of SFAS No. 142 on January 1, 2002, the Company  recorded a $1,767
charge  ($1,104  net of tax) for the  impairment  of the Sheet  Metal  segment's
goodwill. (See Note 3)

</TABLE>

<PAGE>



                               LMI Aerospace, Inc.
                   Notes to Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                               September 30, 2003

7. Comprehensive Loss

Comprehensive  loss  includes  adjustments  to net loss for  changes in the fair
value of available-for-sale securities deemed not to be other than temporary and
the change in foreign currency translations as follows:

<TABLE>
<CAPTION>

                                                    Three Months Ended September 30,   Nine Months Ended September 30,
                                                          2002            2003            2002              2003
                                                    --------------------------------------------------------------------
<S>                                              <C>               <C>             <C>           <C>

Net loss                                               $ (420)          $ (644)         $ (597)       $ (2,341)
Other comprehensive income (loss):

       Unrealized gain on investments                      19                -               -               -
       Foreign currency translation adjustments           (48)             (28)            (14)             45
                                                    --------------------------------------------------------------------
Comprehensive loss                                     $ (449)          $ (672)        $  (611)       $ (2,296)
                                                    ====================================================================

</TABLE>

8. Restructuring Charges

The Company adopted SFAS No. 146,  Accounting for Costs Associated with Exit and
Disposal Activities, in 2003. SFAS No. 146 requires companies to recognize costs
associated with exit and disposal  activities when they are incurred rather than
at the date of commitment  to an exit or disposal  plan.  Costs covered  include
lease  termination,   costs  to  consolidate  facilities  and  certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation, plant closing or other exit or disposal activity.

On July 23, 2003, the Company  announced the details of a restructuring  plan to
reduce operating expenses and increase  efficiencies at its St. Charles location
which included a reduction of work force of approximately 60 people, the exit of
two  leased   facilities,   and  relocation  of  a  significant  amount  of  its
manufacturing  equipment.  The  costs of this  plan  were  $273 for  moving  and
relocation,  $107 for consulting  services and $61 for severance  costs and were
incurred  in the third  quarter of 2003.  The Company  expects to complete  this
restructuring by the first quarter of 2004 at a cost of approximately  $600. All
costs are attributable to the Sheet Metal Segment.


<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation.

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  LMI  Aerospace,  Inc. (the  "Company")  makes
forward-looking  statements  in the  "Management's  Discussion  and  Analysis of
Financial  Condition and Results of  Operations"  section of this report on Form
10-Q, which represent the Company's  expectations or beliefs about future events
and  financial  performance.  When  used in this  report,  the  words  "expect,"
"believe,"  "anticipate," "goal," "plan," "intend," "estimate," "may," "will" or
similar  words  are  intended  to  identify  forward-looking  statements.  These
forward-looking statements are subject to known and unknown risks, uncertainties
and  assumptions,  including those referred to in the "Risk Factors"  section of
the Company's  Annual Report on Form 10-K for the year ended  December 31, 2002,
as filed with the Securities and Exchange Commission on April 15, 2003.

In light of these risks,  uncertainties,  and assumptions,  the  forward-looking
events  discussed  may not occur.  In  addition,  actual  results  could  differ
materially from those suggested by the forward-looking statements.  Accordingly,
investors  are  cautioned  not to place undue  reliance  on the  forward-looking
statements.  Except as required by law, the Company  undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information,  future events or otherwise.  Investors should, however, review
additional  disclosures  made by the Company  from time to time in its  periodic
filings with the Securities and Exchange Commission.

This  Quarterly  Report on Form  10-Q  should  be read  completely  and with the
understanding  that  the  Company's  actual  future  results  may be  materially
different from what the Company expects. All forward-looking  statements made by
the  Company  in this  Form 10-Q and in the  Company's  other  filings  with the
Securities and Exchange Commission are qualified by these cautionary statements.

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States, which require the Company to
make  estimates  and  assumptions  (see  Note  1 to the  consolidated  financial
statements).  The Company believes that certain significant  accounting policies
have the potential to have a more significant impact on the financial statements
either  because of the  significance  of the financial  statements to which they
relate or because they involve a higher  degree of judgment  and  complexity.  A
summary  of such  critical  accounting  policies  can be  found  in the  section
entitled  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operation"  contained in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002.

OVERVIEW

The Company is a leader in  fabricating,  machining,  finishing and  integrating
formed,  close tolerance aluminum and specialty alloy components and sheet metal
products  for  use by the  aerospace,  technology  and  commercial  sheet  metal
industries.  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.
The Company  manufactures more than 20,000 aerospace  components for integration
into a variety of civilian  and  military  aircraft  platforms  manufactured  by
leading original equipment manufacturers and prime subcontractors.  In addition,
the Company  produces  components  and  assemblies  for laser  equipment used by
semiconductor  and medical equipment  manufacturers in the technology  industry.
The Company also  produces  sheet metal  products  for various  companies in the
commercial  sheet  metal  industry.   In  addition  to   manufacturing   quality
components, the Company provides its customers with value-added services related
to the design, production and finishing of its components.

Historically,  the Company's business was primarily  dependent on the commercial
aircraft market, with Boeing as the Company's  principal  customer.  In order to
diversify its products and customer base, the Company implemented an acquisition
and  marketing  strategy  in the late 1990's  that has  broadened  the number of
industries to which the Company sells its components,  and, within the aerospace
industry,  diversified  its customer base to reduce the Company's  dependence on
Boeing.  The following table illustrates the Company's sales for the nine months
ended  September  30, 2003 as compared to the nine months  ended  September  30,
2002:

<TABLE>
<CAPTION>

      Market                                   Year to Date 2002   Year to Date 2003
                                                  % of Total          % of Total
      ---------------------------------------------------------------------------------
<S>                                          <C>                <C>

        Commercial Aircraft                           30.6                 28.2
        Corporate and regional aircraft               24.4                 24.6
        Military products                             23.9                 26.4
        Technology products                           11.5                 10.4
        Other (1)                                      9.6                 10.4
                                                ---------------------------------------
        Total                                        100.0                100.0
                                                =======================================

<FN>

         (1) Includes commercial sheet metal and various aerospace products.

</FN>
</TABLE>


Beginning in 2001,  the Company  began an aggressive  acquisition  campaign that
resulted in the consummation of four  transactions  through 2002. In April 2001,
the Company  acquired  Tempco  Engineering  Inc.  ("Tempco") and its affiliates,
which expanded the Company's  aerospace  product line and introduced the Company
to  the  technology  industry.   The  Company  acquired  Versaform   Corporation
("Versaform")  and its affiliates on May 16, 2002,  Stretch Forming  Corporation
("SFC") on June 12, 2002, and Southern  Stretch  Forming and  Fabrication,  Inc.
("SSFF")  on  September  30,  2002.  The  Versaform  acquisition   significantly
increased the Company's  presence in the corporate and regional aircraft market,
while adding various  military  products to the Company's  product line. The SFC
acquisition  further  supplemented the Company's military product line. Finally,
the  Company's  acquisition  of SSFF  increased  the  Company's  business in the
corporate and regional aircraft market.

Unlike the other  acquisitions,  Tempco operates and is managed as an autonomous
unit.  Accordingly  it is  treated  as a  business  segment  separate  from  the
Company's other businesses. The Tempco business, which sells machined components
to  both  the  aerospace  and  technology  industries,  is  referred  to in this
discussion  as the  Machining and  Technology  Segment and the  Company's  other
businesses are referred to as the Sheet Metal Segment.

RESULTS OF OPERATIONS

Three months ended September 30, 2003 versus September 30, 2002

Sheet Metal Segment

Net Sales.

<TABLE>
<CAPTION>

                                              3rd Qtr       % of       3rd Qtr        % of
       Category                                 2002        Total       2003          Total
       ----------------------------------------------------------------------------------------

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

       Commercial Aircraft                    $ 5.2      31.3%        $ 5.1         35.4%
       Military Products                        3.3      19.9%          4.6         31.9%
       Corporate and Regional                   6.3      38.0%          3.1         21.5%
       Other                                    1.8      10.8%          1.6         11.2%
                                             --------------------------------------------------
       Total                                  $16.6     100.0%        $14.4        100.0%
                                             ==================================================
</TABLE>

Net sales for the Sheet Metal  segment  were $14.4  million for the three months
ended September 30, 2003.  Increases in sales for military  products were driven
by  shipments  of product  for a B-52  refurbishment  program.  Offsetting  this
increase was a decline in net sales for corporate  and regional  aircraft due to
the July shut down,  production  rate  declines,  and inventory  adjustments  at
Gulfstream and Cessna.

Gross  Profit.  Gross profit for the quarter  ended  September 30, 2003 was $2.3
million (15.9% of net sales),  a decrease from $2.4 million (14.7% of net sales)
in 2002.  Gross  profit  increased  as a percent of net sales  because  costs of
manufacturing  labor and fringes have been reduced  during the third  quarter of
2003 by $1.0 million  compared to the prior year.  Additionally,  the work force
reductions  and  manufacturing  reorganization  initiated at the  Company's  St.
Charles facility are proceeding as planned.  It is not anticipated that the full
benefit of the changes will be realized until late in the first quarter of 2004.

The Company continues to encounter  production  difficulties on certain products
for the C-130 for which it is  preparing  a claim to attempt  to recover  losses
incurred  and to re-price  product for future  deliveries.  No benefit  from any
potential  claim for the C-130  components  has been  accrued.  The benefit of a
claim,  if any,  will not be recorded  until such time as the  customer  and the
Company agree on a settlement.  Additionally, scrap and other start up costs are
hindering  performance on the B-52 refurbishment  program and a large skin sheet
program for the Boeing 767.

Selling, General and Administrative Expenses ("SGA"). SGA expenses for the third
quarter of 2003 was $1.7 million (11.7% of net sales), down from $2.0 million in
2002  (12.0% of net  sales).  This  decline is  primarily  attributable  to cost
reduction  efforts in  telecommunications,  professional  services  and  certain
variable expenses.

Restructuring  Charges.  During the third quarter of 2003, the Company adopted a
plan to reduce employment levels and the number of facilities at its St. Charles
operation.  The reduction in employment levels will be phased in through October
2003 and the exit of certain leased  facilities  will not be completed until the
first quarter of 2004. During the third quarter,  the Company incurred severance
costs and  moving  costs of $0.4  million  related  to this  restructuring.  The
Company expects to spend a total of $0.6 million to complete this restructuring.

Interest  Expense.  Interest  expense  for the  third  quarter  of 2003 was $0.1
million,  down from $0.2 million in the third  quarter of 2002.  The benefits of
declining interest rates combined with scheduled reductions in principal on term
notes associated with the Sheet Metal segment generated this reduction.

Machining and Technology Segment

Net Sales.

<TABLE>
<CAPTION>


                                                      3rd Qtr     % of      3rd Qtr    % of
             Category                                  2002       Total      2003      Total
             --------------------------------------------------------------------------------------

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

             Technology Products                       $2.8       60.9%      $1.8      58.1%
             Aerospace Products                         1.3       28.3%       0.9      29.0%
             Other                                      0.5       10.8%       0.4      12.9%
                                                      ---------------------------------------------
             Total                                     $4.6      100.0%      $3.1     100.0%
                                                      =============================================

</TABLE>

Net sales for the  Machining  and  Technology  segment  were $3.1 million in the
third quarter of 2003, down 32.6% from $4.6 million in the prior year. Net sales
of  technology  products  were $1.8  million in the current  quarter,  down $1.0
million  from the prior year.  This  decline is  primarily  attributable  to the
overall  decline  in  the  demand  for  equipment  used  in  the  production  of
semiconductors.  Net sales for aerospace products were $0.9 million in the third
quarter of 2003, down from $1.3 million in the prior year.

Gross  Profit.  The gross profit of the segment was $0.5  million  (16.1% of net
sales) in the third quarter of 2003, a decrease from $1.1 million  (23.9% of net
sales) in 2002. Overtime and controllable spending were curtailed in the segment
during the third quarter.  However,  the decline in revenue outpaced the ability
to cut cost and reduced  coverage of fixed costs.  Subsequent  to the end of the
quarter, employment levels were reduced by 6%.

Selling, General and Administrative Expenses. SGA expenses for the quarter ended
September 30, 2003 was $0.4 million, unchanged from the prior year.

Interest Expense.  Interest expense for the current quarter was $0.2 million for
the segment, unchanged from the prior year.

Non-Segment Expenses

Interest  Expense.  Interest  expense not assigned to a segment is primarily the
result of the Company's  revolving  credit  agreement which is used to fund both
segments cash needs. Interest expense not assigned to a segment was $0.1 million
in 2003 compared to $0.0 million in 2002.

Income Taxes. The Company's  operations  generated an income tax benefit of $0.4
million in the third  quarter of 2003  compared to a benefit of $0.1  million in
the third  quarter of 2002.  The Company has an  effective  tax rate of 38.5% in
2003  compared  to 37.5% in 2002.  The  increase  in rate is the  result  of the
Company's growth in higher income tax states.

Nine months ended September 30, 2003 versus September 30, 2002

Sheet Metal Segment

Net Sales.


                                      9 Months    % of      9 Months    % of
       Category                         2002      Total       2003      Total
       -------------------------------------------------------------------------
       Commercial Aircraft            $ 17.8       40.8%     $ 16.1     33.8%
       Military Products                 8.4       19.3%       12.7     26.7%
       Corporate and Regional           12.8       29.4%       14.1     29.6%
       Other                             4.6       10.5%        4.7      9.9%
                                    --------------------------------------------
       Total                           $43.6      100.0%     $ 47.6    100.0%
                                    ============================================

Net sales for the nine months ended  September 30, 2003 were $47.6  million,  an
increase of 9.2% from $43.6 million in 2002. The Company  acquired  Versaform in
May 2002. Excluding the acquisition, sales in 2003 were $36.7 million, a decline
of 3.1% from $37.9 million in 2002.

Net sales on  commercial  aircraft  were $16.1 million in 2003 compared to $17.8
million in 2002. These reductions  primarily resulted from declines in net sales
for use on the  Boeing  737 which were $8.0  million  in 2003  compared  to $9.3
million in 2002 and the Boeing 767 which were $1.0  million in 2003  compared to
$2.1 million in 2002.  These  declines were due to production  rate declines and
inventory adjustments at Boeing.

Net sales of military products were $12.7 million, up 51.1% from $8.4 million in
2002. Net sales of components for use on Lockheed's  F-16 and C-130 increased to
$7.6  million in 2003 from $6.2 in 2002.  Additionally,  net sales on a new B-52
refurbishment program generated $2.4 million in 2003.

Corporate and regional aircraft components  generated net sales of $14.1 million
in 2003, up from $12.8 million in 2002.  Components used on Gulfstream  aircraft
were $10.1 million in 2003, an increase from $9.6 million in 2002. Additionally,
net sales on auxiliary power units used on corporate and regional  aircraft were
$1.1 million in 2003, up from $0.4 million in 2002.

Gross Profit. The segment's gross profit for 2003 was $6.1 million (12.8% of net
sales)  compared to $7.1 million  (16.4% in net sales) in 2002.  This decline is
principally due to start up costs related to a new B-52 program and a sheet skin
program on the Boeing 767, continuing losses on a Lockheed C-130 program,  and a
decreased ability to cover fixed costs on lower sales.

Selling,  General and Administrative  Expenses.  SGA expenses for 2003 were $8.3
million  (17.4% of net sales) versus $8.1 million  (18.7% of net sales) in 2002.
The  increase in SGA expenses is  primarily  the result of a full years  expense
from the acquisition of Versaform in May 2002.

Restructuring  Charges.  During the third quarter of 2003, the Company adopted a
plan to reduce  employment  levels and the number of facilities  included in its
St.  Charles  location.  The  reduction in  employment  levels will be phased in
through  October  2003 and the exit of  certain  leased  facilities  will not be
completed until the first quarter of 2004. The Company incurred  severance costs
and moving costs of $0.4 million related to this restructuring during 2003.

Interest  Expense.  Interest expense for the segment is primarily related to the
term debt  incurred  with the  acquisition  of Versaform  in May 2002.  Interest
expense  for the segment was $0.4  million in 2003  compared to $0.3  million in
2002.

Machining and Technology Segment

Net Sales.

                                      9 Months    % of      9 Months    % of
       Category                         2002      Total       2003      Total
       ------------------------------------------------------------------------
       Technology Products             $ 9.1      57.2%      $ 6.0      62.5%
       Aerospace Products                5.2      32.7%        2.5      26.0%
       Other                             1.6      10.1%        1.1      11.5%
                                    --------------------------------------------
         Total                         $15.9     100.0%      $ 9.6     100.0%
                                    ============================================

Net sales for the  Machining and  Technology  segment were $9.6 million in 2003,
down 39.6% from $15.9 million in 2002.  Net sales of technology  components  are
predominantly to two customers,  each of which is experiencing  lower production
rates.  Net sales of  aerospace  products  was $2.5 million in 2003, a reduction
from $5.2 million.  As mentioned above, the segment  experienced an interruption
in normal order flow in the third quarter when Alliant Techsystems purchased the
ordnance division of Boeing.

Gross Profit.  The segment's gross profit was $1.3 million (13.5% of net sales),
a decrease from $4.4 million (27.7% of net sales) in 2002.

Selling,  General and  Administrative  Expenses.  SGA expenses for 2003 was $1.2
million, unchanged from the prior year.

Interest Expense.  Interest expense for 2003 was $0.6 million for the segment, a
decrease  from $0.7  million  the prior  year due to reduced  outstanding  debt.
Interest  expense  for the segment is  primarily  related to term debt issued to
purchase Tempco Engineering in 2001.

Non Segment Expenses

Interest Expense. Interest expense is primarily the result of advances under the
Company's  revolving line of credit.  Interest  expense was $0.2 million in 2003
compared to $0.1 million in 2002. Reductions in net sales provided less coverage
of fixed  cost.  Additionally,  the  segments  ability to reduce  were unable to
offset this decline in net sales.

Income  Taxes.  The loss  generated by the Company in 2003 created an income tax
benefit of $1.4  million  compared  to an expense of $0.5  million in 2002.  The
Company's effective tax rate was 38.5% in 2003 compared to 37.5% in 2002.

Cumulative Effect of Change in Accounting Principle.  Effective January 1, 2002,
the  Company  adopted  SFAS No.  142,  under  which  goodwill  will no longer be
amortized but instead be tested for  impairment on an annual basis.  The Company
completed the required transitional impairment test and recorded a $1,767 charge
($1,104 net of tax) for the impairment of the Sheet Metal segments'  goodwill as
of January 1, 2002. See note 3 to the Consolidated Financial Statements included
as part of this Form 10-Q for further information.

Liquidity and Capital Resources

The  Company  generated  $0.4  million in cash from  operations.  Reductions  in
accounts receivable of $2.9 million were driven by increased  collection efforts
and lower  sales  volumes  during  the third  quarter.  Although  the  Company's
inventory  levels have increased in 2003 by $1.1 million,  they declined by $0.8
million from June 30, 2003.  The Company  reduced  accounts  payable and accrued
liabilities by $2.8 million during 2003.

During the first nine months of 2003,  the Company spent $0.8 million on capital
expenditures.  These  purchases  have  primarily  been  recurring  purchases  to
maintain  sound  operating  capabilities,  a new  mill at the  Company's  Auburn
facility and design and layout  costs for a building  the Company  leased in the
San Diego area to consolidate its three locations there.

The net losses  experienced by the Company in 2002 caused the Company to violate
certain  restrictive  financial  covenants in its bank credit agreement with its
primary lender. Additionally,  subsequent to year end, the Company exhausted its
available  borrowings  under its revolving  credit facility of $7.0 million.  In
April 2003, the Company negotiated revised covenants, secured an increase in its
revolving  credit  facility  to  $10.0  million,  subject  to a  borrowing  base
calculation,  and extended the maturity date of the revolving credit facility to
January 5, 2004.  The  revolving  credit  facility is scheduled to be reduced by
collection of certain income tax and claim proceeds.  At September 30, 2003, the
revolving  credit agreement had been reduced to [$9.2] million due to collection
of certain income tax refunds.

As a part of the  negotiations,  the  bank  also  required  an  increase  in the
interest rate on the revolving credit facility of 0.25%, restrictions on capital
expenditures,  and a fee of $25,000. Additionally, the bank required the Company
to retain a financial  consultant to work with management to analyze  operations
and cash management. Independently, the Company began a plan to reduce operating
expenses at all facilities  with primary  emphasis on the St. Charles  facility.
These  immediate  cost  savings  included  reductions  in  overtime  worked  and
controllable expenses. Management, in conjunction with the financial consultant,
submitted  a plan for  improving  operating  performance  to the bank on July 1,
2003.  This plan included a reduction in employment  levels at the Company's St.
Charles  facility  of   approximately   60  people,   realignment  of  reporting
responsibilities  and operating metrics, the initiation of a raw material cut to
size  contract  with a supplier  to reduce the  administrative  and  operational
management  of raw  material,  and the  consolidation  of  operations  into  two
facilities from the four currently occupied.  Severance and relocation costs are
estimated to be $0.6 million, principally in the third quarter of 2003.

As noted  above,  in April,  2003,  the  Company  negotiated  certain  financial
covenants under its lending  arrangement.  As of September 30, 2003, the Company
was in compliance with each of these revised covenants.  However,  the Company's
continued  compliance with these revised financial  covenants could be adversely
affected  by  the  continued  weak   environment  in  the  aerospace   industry.
Consequently,  there  can be no  assurance  that  the  Company  will  be able to
continue  to  comply  with  the  terms  of one or more  of  these  revised  debt
covenants.

The Company is currently  reviewing the  operations of all of its  manufacturing
locations and the level of its selling and administrative expenses, and plans to
present an updated plan for  improving  operating  performance  to its lender in
November 2003. At that time, the Company intends to begin  negotiations with its
lender regarding a restructuring of the Company's current lending  arrangements.
No assurance can be given that the Company will be  successful in  restructuring
its  working  capital  and term  debt on  terms  satisfactory  to it or,  in the
alternative, in obtaining replacement financing on suitable terms.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Market  risk  represents  the risk of loss  that  may  impact  the  consolidated
financial  position,  results of  operations  or cash flows of the Company.  The
Company is exposed to market  risk  primarily  due to  fluctuation  in  interest
rates.  The Company does not utilize any  particular  strategy or instruments to
manage its interest rate risk.

The Company's  outstanding  credit facility carries an interest rate that varies
in accordance  with LIBOR.  The Company is subject to potential  fluctuations in
its  debt  service  as  LIBOR  changes.  Based on the  amount  of the  Company's
outstanding  debt as of  September  30, 2003,  a  hypothetical  1% change in the
interest rate of the Company's  outstanding  credit  facility  would result in a
change in annual interest expense of approximately $0.3 million.

Item 4.  Controls and Procedures.

As of September 30, 2003, the Company's management, under the supervision of its
Chief  Executive  Officer  and  Chief  Financial  Officer,  have  evaluated  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures (as defined in Exchange Act Rules  13a-14(c) and 15d-14(c)  under
the Securities  Exchange Act of 1934).  Based on such evaluation,  the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls and procedures are effective to ensure that the information
required to be  disclosed by the Company in its reports that it files or submits
under  the  Securities  Exchange  Act of  1934,  as  amended,  (i) is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's rules and forms, and (ii) is accumulated and communicated to the Company's
management,  including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.

As  previously  disclosed,  the  Company's  management  has  identified  certain
significant  deficiencies in internal control over financial  reporting relating
to the Company's  accounting for inventory.  These  deficiencies could adversely
affect the Company's ability to record, process,  summarize and report financial
information in a timely manner,  and could  adversely  affect the reliability of
the Company's  financial  reporting and its preparation of financial  statements
for  external  purposes  in  accordance  with  generally   accepted   accounting
principles.  These deficiencies relate primarily to the decentralized  nature of
accounting for inventory, including:

   o Limited information technology resources for valuation,

   o Insufficient review of inventory accounts, and

   o Inconsistent  application  of accounting  policies and related  controls by
     operating units.

The  following   ongoing   initiatives  have  been  undertaken  to  correct  the
deficiencies in internal controls over financial reporting noted above:

   o Additional  analysis and  reconciliation  procedures have been  implemented
     related to  inventory  valuation.  The Company has  retained an  accounting
     services  firm to review the  Company's  methods and  processes  related to
     inventory  valuation.

   o Corporate  oversight of the controls and procedures in place over inventory
     has been increased and staffing has been added.

   o The Company has  initiated  a project to examine  its  inventory  policies,
     document controls and procedures in a written manual, and conform practices
     at all of its operating units.  This project will be incorporated  into the
     analysis  of internal  controls as  established  under  Sarbanes  Oxley Act
     Section 404, which the Company began in the third quarter of 2003.

   o Management has completed the necessary account analysis and review prior to
     finalizing   inventory  valuation  in  its  September  30,  2003  financial
     statements.

Management,  including the Chief Executive Officer and Chief Financial  Officer,
believes  the results of the  corrective  actions  begun by the Company in April
2003,  as  outlined   above,   are  effective  in  addressing  the   significant
deficiencies in internal control over financial reporting relating to inventory.

Except  for the  above  disclosure,  there  have  been no other  changes  in the
Company's  internal  control over financial  reporting that occurred  during the
quarter ended September 30, 2003 that have materially affected or are reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.


                                     PART II

                                OTHER INFORMATION

Item 6.  Exhibits and Report on Form 8-K.

         (a) Exhibits:

             Exhibit Number                  Description

                10.1        Net Industrial  Lease between Nonar  Enterprises and
                            Versaform  Corporation,  dated as of  September  12,
                            2003

                31.1        Rule  13a-14(a)  Certification  of Ronald  S.  Saks,
                            President and Chief Executive Officer

                31.2        Rule   13a-14(a)   Certification   of   Lawrence  E.
                            Dickinson, Secretary and Chief Financial Officer

                32          Certification  pursuant to 18 U.S.C. Section 1350 as
                            adopted    pursuant    to   Section   906   of   the
                            Sarbanes-Oxley Act of 2002

         (b)      The Company filed the following reports on Form 8-K during the
                  quarter ended September 30, 2003:

                  (i)      On July 2, 2003,  the Company  filed a Report on Form
                           8-K reporting  certain  details  associated  with its
                           action  plan  to  further   improve   the   Company's
                           operating performance.

                  (ii)     On July 23, 2003,  the Company filed a Report on Form
                           8-K reporting the  termination of 60 employees at its
                           facility located in St. Charles, Missouri.

                  (iii)    On September 12, 2003,  the Company filed a Report on
                           Form 8-K reporting the Company's  having entered into
                           certain contractual relationships.

                  (iv)     On September 26, 2003,  the Company filed a Report on
                           Form 8-K announcing the  resignation of Ernst & Young
                           as the  Company's  independent  accountant  effective
                           upon  completion  of  the  quarterly  review  of  the
                           Company's  financial  quarter  ending  September  30,
                           2003.



<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: November 13, 2003                By: /s/ Ronald S. Saks
                                       ----------------------------------------
                                       Ronald S. Saks
                                       Chief Executive Officer and President


Date: November 13, 2003                By: /s/ Lawrence E. Dickinson
                                       ----------------------------------------
                                       Lawrence E. Dickinson
                                       Chief Financial Officer and Secretary



<PAGE>



                                  EXHIBIT INDEX

           Exhibit Number                    Description

                10.1        Net Industrial  Lease between Nonar  Enterprises and
                            Versaform  Corporation,  dated as of  September  12,
                            2003



                31.1        Rule  13a-14(a)  Certification  of Ronald  S.  Saks,
                            President and Chief Executive Officer.

                31.2        Rule   13a-14(a)   Certification   of   Lawrence  E.
                            Dickinson, Secretary and Chief Financial Officer.

                32          Certification  Pursuant to 18 U.S.C. Section 1350 as
                            adopted    pursuant    to   Section   906   of   the
                            Sarbanes-Oxley Act of 2002.