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 March 31, 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.

     Title of class of                       Number of Shares outstanding
        Common Stock                              as of May 12, 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 March 31, 2003

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED).

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

         Condensed Consolidated Statements of Operations for the three months
         ending March 31, 2002 and 2003

         Condensed Consolidated Statements of Cash Flows for the three
         months ending March 31, 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>

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


                                            December 31,       March 31, 2003
                                                2002            (unaudited)
                                        ----------------------------------------
Assets
Current assets:
   Cash and cash equivalents                  $  1,182          $      596
   Trade accounts receivable, net               11,392              11,600
   Inventories                                  25,181              26,198
   Prepaid expenses                                978               1,253
   Deferred income taxes                         1,389               1,389
   Income taxes receivable                       1,501               2,080
                                        ----------------------------------------
Total current assets                            41,623              43,116

Property, plant, and equipment, net             25,986              25,012
Goodwill, net                                    5,653               5,653
Customer intangible assets, net                  4,267               4,184
Other assets                                       336                 371
                                        ----------------------------------------
                                              $ 77,865            $ 78,336
                                        ========================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                          $   6,107           $   6,167
   Accrued expenses                              2,846               2,929
   Current installments of long-term
     debt and capital lease
     obligations                                 4,616              11,425
                                        ----------------------------------------
Total current liabilities                       13,569              20,521

Long-term debt and capital lease
   obligations, less current
   installments                                 24,621              19,057
Deferred income taxes                            1,939               1,949
                                        ----------------------------------------
Total long-term liabilities                     26,560              21,006

Stockholders' equity:
 Common stock of $.02 par value;
 authorized 28,000,000 shares;
 issued 8,736,427 at
 December 31, 2002
 and at March 31, 2003                             175                 175
Additional paid-in capital                      26,171              26,171
  Treasury Stock, at cost, 554,641
  and 554,641 shares at
  December 31, 2002 and
  March 31, 2003,
  respectively                                  (2,632)             (2,632)
 Accumulated other comprehensive
   income (loss)                                   (17)                 13
   Retained earnings                            14,039              13,082
                                         ---------------------------------------
Total stockholders' equity                      37,736              36,809
                                         ---------------------------------------
                                              $ 77,865           $  78,336
                                         =======================================

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 Ended March 31,
                                                                         2002                  2003
                                                                 --------------------------------------------
<S>                                                            <C>                      <C>

Net sales                                                             $  17,908             $  20,842
Cost of sales                                                            14,102                18,623
                                                                 --------------------------------------------
Gross profit                                                              3,806                 2,219

Selling, general and administrative expenses                              2,792                 3,310
                                                                 --------------------------------------------
   Income (loss) from operations                                          1,014                (1,091)

Other expense:
    Interest                                                               (262)                 (440)
    Other, net                                                               (9)                    -
                                                                 --------------------------------------------
Income (loss) before income taxes                                           743                (1,531)

Provision for (benefit of) income taxes                                     279                  (574)
                                                                 --------------------------------------------
   Income (loss) before cumulative effect of change in                                           (957)
   accounting principle                                                     464
Cumulative effect of change in accounting  principle, net of
   income tax benefit of $663                                             1,104                     -
                                                                 --------------------------------------------
Net loss                                                                $  (640)               $ (957)
                                                                 ============================================

Amounts per common share basic and dilutive:
Income (loss) before cumulative effect of change in accounting
   principle                                                             $ 0.06               $ (0.12)
Cumulative effect of change in accounting principle                       (0.14)                   -
                                                                 --------------------------------------------
Net loss per common share                                               $ (0.08)              $ (0.12)
                                                                 ============================================

Weighted average common shares outstanding                            8,023,930             8,181,786
                                                                 ============================================

Weighted average common shares outstanding -
  assuming dilution                                                   8,146,983             8,181,786
                                                                 ============================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                               LMI Aerospace, Inc.

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

                                                               For the Three Months Ended March 31.
                                                                   2002                     2003
                                                        ----------------------------------------------------
<S>                                                           <C>                      <C>
Operating activities
Net loss                                                           $ (640)                  $ (957)
Adjustments to reconcile net loss to
   net cash provided by operating activities:
     Depreciation and amortization                                    980                    1,219
     Goodwill impairment charges                                    1,104                        -
     Changes in operating assets and liabilities:
         Trade accounts receivable                                 (1,793)                    (210)
         Inventories                                                 (585)                  (1,016)
         Prepaid expenses and other assets                           (613)                    (326)
         Income taxes                                                 (25)                    (611)
         Accounts payable                                             876                       60
         Accrued expenses                                            (196)                     125
                                                       ----------------------------------------------------
Net cash used by operating activities                                (892)                  (1,716)

Investing activities
Additions to property, plant, and equipment                          (480)                    (416)
Proceeds from sale of equipment                                         -                      301
                                                        ----------------------------------------------------
Net cash used by investing activities                                (480)                    (115)

Financing activities
Net borrowings (repayments) on revolving line of credit              (596)                   2,583
Principal payments on long-term debt                                    -                   (1,338)
Treasury stock transactions, net                                       16                        -
                                                        ----------------------------------------------------
Net cash from (used by) financing activities                         (580)                   1,245

Net decrease in cash and cash equivalents                          (1,952)                    (586)
Cash and cash equivalents, beginning of year                        4,645                    1,182
                                                        ----------------------------------------------------
Cash and cash equivalents, end of quarter                       $   2,693               $      596
                                                        ====================================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

                               LMI Aerospace, Inc.
              Notes to Condensed Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                                 March 31, 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;  Seattle,  Washington;  Tulsa,  Oklahoma;  Wichita,  Kansas;
Irving,  Texas;  Sun Valley and  Oceanside,  California;  and  Langley,  British
Columbia.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information  and footnotes  required by accounting  principles  generally
accepted in the United States for complete financial statements.  In the opinion
of  management,  all  adjustments  (consisting  of  normal  recurring  accruals)
considered  necessary for a fair  representation  have been included.  Operating
results for the three months ended March 31, 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.

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.

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. 123, Accounting
for Stock-Based  Compensation  ("SFAS No. 123") and SFAS No. 148, Accounting for
Stock-Based   Compensation  -  Transition  and  Disclosure   ("SFAS  No.  148").
Accordingly,  no compensation cost has been recognized for stock options granted
at fair market value. 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:

<PAGE>

                               LMI Aerospace, Inc.
              Notes to Condensed Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                                 March 31, 2003



                                            Three Months Ended March 31,
                                               2002               2003
                                        ---------------------------------------

 Net loss                                     $  (640)           $  (957)
    Total stock based employee
    compensation expense determined
    under fair value based method,
    net of tax effect                             (16)               (14)
                                        ---------------------------------------
    Pro forma net loss                        $  (656)           $  (971)
                                        =======================================

 Net loss per common share
    As reported                                (0.08)             (0.12)
    Pro forma                                  (0.08)             (0.12)


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

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 March 31, 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
reimbursement  of working  capital  existing at the closing date,  for which the
Company has filed a claim and recorded a receivable from the seller of $196. The
Company expects to resolve the purchase price adjustment during 2003.

3.  Goodwill and Intangibles

The Company  adopted  Statements  of  Financial  Accounting  Standards  No. 142,
Goodwill  and Other  Intangibles  ("SFAS  No.  142") 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 March 31, 2003 relates to the  Machining  and
Technology segment.

<PAGE>

                               LMI Aerospace, Inc.
            Notes to Consolidated Financial Statements - (Continued)
         (Dollar amounts in thousands, except share and per share data)
                                  (Unaudited)
                                 March 31, 2003

4. Inventories

Inventories consist of the following:


                                          December 31,       March 31, 2003
                                              2002
                                      ----------------------------------------


Raw materials                                 $ 4,469         $  4,462
Work in process                                 5,576            5,449
Finished goods                                  15,136          16,287
                                      ----------------------------------------
                                             $ 25,181         $ 26,198
                                      ========================================



During  the  second  half of 2002 and the first  quarter  of 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,
including  costs to complete  of $696.  The  Company  has  presented  claims for
certain costs incurred and has requested  re-pricing of several  components.  As
the claim has not been accepted or approved by the customer,  no claim  recovery
has been recorded in the March 31, 2003 financial statement.  At March 31, 2003,
the Company had lower of cost on market reserves of $1,608 primarily  related to
these programs.


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,          March 31,
                                                                            2002                 2003
                                                                     -----------------------------------------
<S>                                                                  <C>                 <C>

  Term Loans:
    Tempco                                                                $ 11,705            $ 11,197
    Versaform                                                               10,738              10,345
  Revolving line of credit                                                   4,417               7,000
  Note payable to Director, principal and interest payable
     monthly at 7%                                                           1,003                 939
  Notes payable, principal and interest payable monthly, at
     fixed rates, ranging from 6.99% to 10.00%                               1,212                 950
  Capital lease obligations                                                    162                  51
                                                                     -----------------------------------------
                                                                            29,237              30,482
  Less current installments                                                  4,616              11,425
                                                                     -----------------------------------------
                                                                          $ 24,621            $ 19,057
                                                                     =========================================
</TABLE>

<PAGE>


                               LMI Aerospace, Inc.
            Notes to Consolidated Financial Statements - (Continued)
         (Dollar amounts in thousands, except share and per share data)
                                  (Unaudited)
                                 March 31, 2003

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 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 million and the  interest  rate by
..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. Interest is payable
monthly based on a quarterly cash flow leverage  calculation  and the LIBOR rate
at March 31, 2003.  This facility  matures in January 2004. The credit  facility
prohibits  the  payment of cash  dividends  on common  stock  without  the prior
written consent of Union Planter.  The Company had $7,000 outstanding under this
line at March 31, 2003 at an interest rate of 3.59%.

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%.  The  interest  rate was 7.0% at
March 31,  2003.  The Company has not drawn upon the  additional  funding of the
Tempco Term Loan as of March 31, 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 4.3% at March 31, 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 statement  of SFAS No. 131,  Disclosures  about
Segments of an Enterprise and Related Information, ("SFAS No. 131"), 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.

<PAGE>

                               LMI Aerospace, Inc.
            Notes to Consolidated Financial Statements - (Continued)
         (Dollar amounts in thousands, except share and per share data)
                                  (Unaudited)
                                 March 31, 2003


The table below presents  information about reported segments for quarters ended
March 31, on the basis used internally to evaluate segment performance:


                                              Three Months Ended March 31,
                                                2002               2003
                                         ---------------------------------------
Net sales:
   Sheet Metal                                $ 12,154           $ 17,164
   Machining and Technology                      5,754              3,678
                                         ---------------------------------------
                                              $ 17,908           $ 20,842
                                         =======================================
Income (loss) before income taxes:
    Sheet Metal                               $   (235)          $ (1,506)
    Machining and Technology                       978                (25)
                                         ---------------------------------------
                                              $    743           $ (1,531)
                                         =======================================



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)

7. Comprehensive Loss

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


                                          --------------------------------------
                                               Three Months Ended March 31,
                                                 2002               2003
                                          --------------------------------------

Net loss                                    $ (640)             $ (957)
Other comprehensive income (loss):
     Unrealized loss on investments           (115)                  -
     Foreign currency translation
     adjustments                                 -                  31
                                          --------------------------------------
Comprehensive loss                          $ (755)             $ (926)
                                          ======================================

<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 first
quarter of the 2003 fiscal  year as  compared  to the first  quarter of the 2002
fiscal year.

<PAGE>

 Market                                     1st Qtr 2002        1st Qtr 2003
                                             % of Total          % of Total
                                         ------------------ --------------------

  Commercial Aircraft                             37.4%                25.1%
  Corporate and regional aircraft                 10.6%                29.7%
  Military products                               25.6%                21.4%
  Technology products                             15.9%                12.2%
  Other (1)                                       10.5%                11.6%
                                          ------------------ -------------------
  Total                                          100.0%               100.0%
                                          ================== ===================


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


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.  On May 16, 2002, the Company  acquired  Versaform
Corporation  ("Versaform") and its affiliates, on June 12, 2002, Stretch Forming
Corporation  ("SFC") and on September  30, 2002,  Southern  Stretch  Forming and
Fabrication,  Inc. ("SSFF"). The Versaform acquisition  significantly  increased
the  Company's  presence in the corporate and regional  aircraft  market,  while
adding some 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 market.

Tempco  operates and is managed as an  autonomous  unit,  and  accordingly  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

Quarter Ended March 31, 2003 compared to March 31, 2002

Sheet Metal Segment

Net  Sales.  Net sales for the first  quarter  of 2003 were  $17.2  million,  an
increase  of  41.0%  from  $12.2  million  in the  same  quarter  of  2002.  The
acquisition of Versaform in May 2002 added $3.7 million. Excluding the effect of
this  acquisition,  the Sheet Metal segment generated net sales of $13.5 million
in the first quarter of 2003, an increase of 10.7% from 2002.

Net sales for use on Boeing  commercial  aircraft,  excluding the acquisition of
Versaform,  were $4.9  million in 2003, a decrease of 26.9% from $6.7 million in
2002. This decline is due to production  rate declines and inventory  management
at Boeing and its prime subcontractors.

The segment's net sales to the corporate and regional  aircraft market were $6.1
million in 2003, an increase of 221.1% from $1.9 million in 2002.  This increase
in net sales  was  predominantly  driven  by  shipments  of  product  for use on
Gulfstream  aircraft of $4.7  million in 2003,  up 261.5%  from $1.3  million in
2002.  The  acquisition  of  Versaform  added  $2.1  million  in  net  sales  to
Gulfstream.  Excluding  the  acquisition  of  Versaform,  net  sales  for use on
Gulfstream  aircraft were $2.6 million in 2003, an increase of 100.0% from 2002.
The  increase  is  attributable  to orders the  Company  received  in the second
quarter of 2002  resulting  from  Gulfstream's  decision  to close its  Bethany,
Oklahoma facility.  Subsequent to the end of the quarter, Gulfstream announced a
four-week  shut-down  of  its  initial  phase  of  manufacturing  operations  in
Savannah,  Georgia beginning June 30, 2003 as a result of decreased demand.  The
Company  expects that sales volume to Gulfstream  will be reduced as a result of
this plant shutdown, but has not received sufficient information to estimate the
impact this event will have on future operations.

Net sales of product used in military  products  were $3.7  million in 2003,  an
increase  of 54.2%  from $2.4  million in 2002.  The  acquisition  of  Versaform
contributed  $0.4  million  of this  increase,  principally  on a  refurbishment
program for the B-52.  Excluding  the  acquisition,  the Company's net sales for
Lockheed  Martin's  F-16 and C-130  aircraft  were $2.7 million in 2003, up from
$2.1 million in 2002.

Gross  Profit.  The Sheet Metal segment  generated  gross profit of $1.6 million
(9.3% of net sales) in 2003  compared  to $2.2  million  (18.0% of net sales) in
2002. The  acquisition of Versaform  provided $0.9 million (24.3% of Versaform's
net  sales)  of  gross  profit.  The  decline  in  gross  profit  excluding  the
acquisition is attributable to continued difficulties with certain products used
in military and corporate and regional aircraft.  The Company is negotiating the
re-pricing of certain  products and a claim for excess costs incurred to produce
certain military  products.  At this time  negotiations have not reached a stage
that would allow the Company to record the  benefit of any  recovery  for either
re-pricing or the claim.  The Company has begun  discussions  with a customer in
the corporate and regional market to cease  production of certain  components or
change both the pricing and scope of work performed.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  were $2.9  million in 2003,  an increase of 16.0% from
$2.5 million in 2002. The acquisition of Versaform added $0.6 million in 2003.

Interest Expense.  Interest expense for the segment in the first quarter of 2003
was $0.2 million.  This expense  resulted  primarily from debt issued to acquire
Versaform. There was no interest expense for the segment in 2002.

Machining and Technology Segment

Net Sales. Net sales from the Machining and Technology segment were $3.7 million
in 2002 compared to $5.8 million in 2002, a decline of 36.2%.  Net sales for use
on military platforms were $0.7 million in 2003, down from $2.2 million in 2002.
Reductions in orders and scope of work performed for Northrop  Grumman  combined
with a reduction of orders for helicopter  products created this decrease in net
sales.

Additionally,  sales for use in excimer  laser  applications  were $2.5 million,
down  approximately  $0.3 million from the prior year.  Based upon current order
patterns,  the Company  expects  reduced demand from the excimer laser equipment
market this year.

Gross Profit. The segments gross profit was $0.6 million (16.2% of net sales) in
2003,  down from  $1.6  million  (27.6% of net  sales).  This  decrease  was due
primarily to lower labor efficiency and an inability to cover the fixed costs of
the segment on reduced net sales.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses were $0.4 million in 2003, up from $0.3 million in 2002.
This increase is primarily the result of increased payroll cost.

Interest Expense.  Interest expense was consistent at $0.2 million for both 2002
and 2003.  The  interest is related to a term note issued to purchase the assets
of Tempco.

Non-Operating Expenses

Income  Taxes.  The  income tax  benefit  in the first  quarter of 2003 was $0.6
million compared to an expense of $0.3 million in 2002. During the first quarter
of 2003,  the Company's  effective tax rate was 38.5% compared to 37.4% in 2001.
The increase in effective tax rate is predominantly attributable to higher state
income tax obligations caused by the acquisition of Versaform.

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.  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's operations used $1.7 million of cash in the first quarter of 2003.
Working capital,  excluding cash,  increased by $1.9 million while depreciation
and  amortization was $1.2 million.  The Company  experienced a net loss of $1.0
million in the quarter.

The Company  purchased $0.4 million of property,  plant and equipment during the
first quarter of 2003.  These  purchases were primarily for a computerized  mill
and lathe.  The Company is on pace to comply with its loan  covenant in its bank
credit  agreement  requiring the Company not to exceed capital  expenditures  of
$2.3 million in 2003.

As  disclosed  in the  Company's  Annual  Report on Form  10-K,  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  during the fourth  quarter.  Additionally,  subsequent  to year end, the
Company  exhausted its available  borrowings under its revolving credit facility
of $7.0 million,  peaking at $7.5  million.  The Company  provided  forecasts of
operations  and cash flows to the bank and,  in April 2003,  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.  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. The Company has since hired a financial consultant and this analysis
is  underway.  Independently,  in the second  quarter of 2003,  the  Company has
undertaken a plan to reduce  operating  expenses at all facilities  with primary
emphasis on the St.  Charles  facility.  These  immediate  cost savings  include
reductions in overtime worked and controllable expenses.  Management will submit
a plan for improving  operating  performance to the bank by June 15, 2003.  This
plan may include,  but is not limited to,  headcount  reductions,  downsizing or
closing of facilities,  and elimination of or reduction in specific customers or
production processes.  The Company has $6.2 million outstanding on the revolving
credit facility as of May 13, 2002.

Based on forecasted  operating results and cash flows,  management believes that
cash flow from operations and the expanded  capacity under the Revolving  Credit
Agreement, as described in Note 5 of the Consolidated Financial Statements, will
be adequate to fund the Company's  operations in 2003. The forecasted  operating
results  and cash  flows  are  dependent  on  management's  ability  to  improve
performance in the St. Charles plant and accomplish certain expected  reductions
in operating expenses. While management believes this forecast is achievable, to
the extent that  management  does not improve  operating  performance and reduce
expenses,  the Company may have to seek alternative sources of financing.  There
can be no  assurances  that the  Company  can obtain  alternative  financing  on
reasonable and acceptable 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 March 31, 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.

The Company's potential exposure to interest rate market risk recently increased
due to the Company and the Company's  primary lender  entering into an amendment
to the Company's  outstanding  credit facility on April 15, 2003. This amendment
to the  Company's  credit  facility,  among other  things,  (i)  provided for an
increase in the  Company's  available  line of credit under the credit  facility
from  a  maximum  of  $7,000,000  to  $10,000,000,  subject  to  borrowing  base
calculations,  and (ii) increased the applicable  interest rate on the Company's
borrowings under its line of credit by 0.25%.

Item 4.  Controls and Procedures.

Within the 90 day period prior to the filing date of this report,  the Company's
Chief Executive  Officer and Chief  Financial  Officer carried out an evaluation
with  the   participation   of  other  members  of  management  as  they  deemed
appropriate,  of 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 upon and as of
the date of that  evaluation,  the Chief  Executive  Officer and Chief Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective  in all  material  respects  in  ensuring  that  material  information
required to be  disclosed  in the  periodic  reports the Company  files with the
Securities  and Exchange  Commission  is  recorded,  processed,  summarized  and
reported in a timely manner.

Prior  to and  during  this  evaluation,  certain  significant  deficiencies  in
internal  controls  existed  related to the  accounting for inventory that could
adversely affect the Company's ability to record, process, summarize, and report
financial information.  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 noted above:

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 Section 404.

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

o        Management  has  completed the  necessary  account  analysis and review
         prior to finalizing inventory valuation in its March 31, 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  will  be  effective  in  addressing  the  significant
deficiencies in internal controls over inventory.  Subsequent to the date of the
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
have  concluded  that  there  were no  other  significant  changes  in  internal
controls.

<PAGE>

                                     PART II

                                OTHER INFORMATION

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

(a)      Exhibits:

         Exhibit Number             Description

              99.1            Certification  pursuant  to 18 U.S.C.  Section
                              1350 as  adopted  pursuant  to  Section  906 of
                              the Sarbanes-Oxley Act of 2002.  Statement of
                              the Chief Executive Officer.

              99.2            Certification  pursuant to 18 U.S.C.  Section
                              1350 as adopted pursuant to the Sarbanes-Oxley
                              Act of 2002.  Statement of the Chief Financial
                              Officer.

(b)      The Company did not file any reports on Form 8-K during the quarter
         ended March 31, 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: May 15, 2003                 By: /s/ Lawrence E. Dickinson
                                      ----------------------------------------
                                       Lawrence E. Dickinson
                                       Chief Financial Officer and Secretary


<PAGE>


                                 CERTIFICATIONS


         I, Ronald S. Saks, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of LMI Aerospace,
Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: May 15, 2003                    /s/ Ronald S. Saks
                                      -------------------------------------
                                      Ronald S. Saks
                                      Chief Executive Officer and President


<PAGE>

                                 CERTIFICATIONS


         I, Lawrence E. Dickinson, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of LMI Aerospace,
Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: May 15, 2003                    /s/ Lawrence E. Dickinson
                                      -------------------------------------
                                      Lawrence E. Dickinson
                                      Chief Financial Officer and Secretary



<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                    Description

     99.1                  Certification Pursuant to 18 U.S.C. Section 1350
                           as adopted pursuant to Section 906 of the Sarbanes-
                           Oxley Act of 2002. Statement of the Chief
                           Executive Officer.

     99.2                  Certification Pursuant to 18 U.S.C. Section 1350
                           as adopted pursuant to Section 906 of the Sarbanes-
                           Oxley Act of 2002. Statement of the Chief
                           Financial Officer.

<PAGE>


                                                                    Exhibit 99.1


                               LMI AEROSPACE, INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of LMI Aerospace,  Inc. (the "Company")
on Form 10-Q for the period  ending March 31, 2003 as filed with the  Securities
and Exchange  Commission on the date hereof (the  "Report"),  I, Ronald S. Saks,
Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The  information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.



/s/ Ronald S. Saks
-------------------------------------
Ronald S. Saks
Chief Executive Officer and President

May 15, 2003



    This certification is made solely for purposes of 18 U.S.C. Section 1350,
    and not for any other purpose.


<PAGE>

                                                                    Exhibit 99.2

                               LMI AEROSPACE, INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of LMI Aerospace,  Inc. (the "Company")
on Form 10-Q for the period  ending March 31, 2003 as filed with the  Securities
and  Exchange  Commission  on the date hereof  (the  "Report"),  I,  Lawrence E.
Dickinson,  Chief  Financial  Officer of the  Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The  information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.



/s/ Lawrence E. Dickinson
-------------------------------------
Lawrence E. Dickinson
Chief Financial Officer and Secretary

May 15, 2003



    This certification is made solely for purposes of 18 U.S.C. Section 1350,
    and not for any other purpose.