SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

|X|      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the quarterly period ended June 30, 2002.

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

Commission file number:    0-24293

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

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

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

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

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

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

     Title of class of                       Number of Shares outstanding
      Common Stock                               as of June 30, 2002

Common Stock, par value $.02 per share              8,053,396


<PAGE>


                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                   FOR THE FISCAL QUARTER ENDING June 30, 2002

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets as of December 31, 2001
         and June 30, 2002

         Condensed Consolidated Statements of Operations for the three months
         and the six months ending June 30, 2001 and 2002

         Condensed Consolidated Statements of Cash Flows for the
         six months ending June 30, 2001 and 2002

         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

                           PART II. OTHER INFORMATION

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

Item 5.   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)


<TABLE>
<CAPTION>

                                                                      December 31,          June 30,
                                                                          2001                2002
                                                                                          (unaudited)
                                                                  -----------------------------------------
<S>                                                             <C>                 <C>

Assets
Current assets:
   Cash and cash equivalents                                            $  4,645            $  1,427
   Investments                                                               643                 624
   Trade accounts receivable                                               6,285              11,210
   Inventories                                                            23,045              25,354
   Prepaid expenses                                                          787                 722
   Deferred income taxes                                                     886                 913
                                                                  -----------------------------------------
Total current assets                                                      36,291              40,250

Property, plant, and equipment, net                                       24,014              26,380
Goodwill net                                                               7,420              16,424
Other assets                                                                 277                 784
                                                                  -----------------------------------------
                                                                        $ 68,002            $ 83,838
                                                                  =========================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                      $ 3,547            $  5,364
   Accrued expenses                                                        2,659               3,717
   Current installments of long-term debt                                  2,334               3,731
                                                                  -----------------------------------------
Total current liabilities                                                  8,540              12,812

Long-term debt, less current installments                                 12,621              22,433
Deferred income taxes                                                      1,192               1,928
                                                                  -----------------------------------------
Total noncurrent liabilities                                              13,813              24,361

Stockholders' equity:
   Common stock of $.02 par value; authorized 28,000,000
     shares; issued 8,736,427 at December 31, 2001
     and at June 30, 2002                                                    175                 175
   Additional paid-in capital                                             26,171              26,171
   Treasury Stock, at cost, 716,676 and 683,031 shares at
     December 31, 2001 and June 30, 2002, respectively                    (3,402)             (3,241)
   Accumulated other comprehensive income                                      -                  15
   Retained earnings                                                      22,705              23,545
                                                                  -----------------------------------------
Total stockholders' equity                                                45,649              46,665
                                                                  -----------------------------------------
                                                                        $ 68,002            $ 83,838
                                                                  =========================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                            For the Three Months Ended June 30           For the Six Months Ended June 30
                                                2001                  2002                  2001                   2002
                                       ------------------------------------------------------------------------------------------

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


Net sales                                      $ 19,105              $  20,355             $ 35,154              $  38,263
Cost of sales                                    14,929                 16,258               27,274                 30,360
                                       ------------------------------------------------------------------------------------------
Gross profit                                      4,176                  4,097                7,880                  7,903
Selling, general, and administrative
   expenses                                       2,464                  3,048                4,807                  5,840
                                       ------------------------------------------------------------------------------------------
Income from operations                            1,712                  1,049                3,073                  2,063

Interest income (expense)/other                    (261)                  (310)                (265)                  (581)
                                       ------------------------------------------------------------------------------------------

Income before income taxes                        1,451                    739                2,808                  1,482
Provision for income taxes                          508                    277                  983                    556
                                       ------------------------------------------------------------------------------------------
Net Income                                          943                    462                1,825                    926
                                       ==========================================================================================

Net income per common share                       $ .12                  $ .06                $ .23                  $ .12
                                       ==========================================================================================
Net income per common share -
   assuming dilution                              $ .12                  $ .06                $ .22                  $ .11
                                       ==========================================================================================
Weighted average common shares
   outstanding                                8,070,200              8,040,529            8,075,555              8,032,275
                                       ==========================================================================================
Weighted average dilutive stock
   options outstanding                          120,534                160,535               57,362                141,794
                                       ==========================================================================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



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

                                                              For the Six Months Ended June 30
                                                                   2001                2002
                                                           -----------------------------------------
<S>                                                          <C>                <C>

Operating activities
Net income                                                       $  1,825               $  926
Other comprehensive income:
     Foreign currency gain                                              -                   34
Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization                                  1,959                2,044
     Changes in operating assets and liabilities:
       Trade accounts receivable                                       33               (2,586)
       Inventories                                                   (563)              (1,081)
       Prepaid expenses and other assets                             (444)                  57
       Income taxes payable                                            (3)                 (73)
       Accounts payable                                               565                  216
       Accrued expenses                                               412                  (39)
                                                           -----------------------------------------
Net cash from (used for) operating activities                       3,784                 (502)

Investing activities
Additions to property, plant, and equipment, net                   (1,803)              (1,165)
Proceeds from sale of property, plant and equipment                    65                    -
Acquisition of Versaform, net of cash acquired                          -              (10,285)
Acquisition of Stretch Forming assets                                   -                 (860)
Acquisition of Tempco, net of cash acquired                       (14,926)                (300)
                                                           -----------------------------------------
Net cash used for investing activities                            (16,664)             (12,610)

Financing activities
Proceeds from issuance of long-term debt                           14,250               11,000
Principal payments on long-term debt                                  (72)              (1,181)
Treasury stock transactions, net                                      (46)                  (8)
Proceeds from exercise of stock options                                 -                   83
                                                           -----------------------------------------
Net cash from financing activities                                 14,132                9,894
Activities

Net change in cash and cash equivalents                             1,252               (3,218)
Cash and cash equivalents, beginning of period                      1,676                4,645
                                                           -----------------------------------------
Cash and cash equivalents, end of period                         $  2,928             $  1,427
                                                           =========================================


Supplemental schedule of non cash investing and financing activities:

                                                               For the Six Months Ended June 30
                                                                     2001                2002
                                                             -------------------- ------------------
Note Payable - Versaform Acquisition                                    -              $1,300
Note Payable - Stretch Forming Acquisition                              -                  90
                                                             -------------------- ------------------
                                                                        -              $1,390
                                                             ==================== ==================

<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)

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 six months ended June 30, 2002 are not necessarily indicative of
the results  that may be expected for the year ended  December  31, 2002.  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, 2001 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.

2. Acquisitions

On June 12,  2002,  the  Company  acquired  certain  assets of  Stretch  Forming
Corporation,  a privately held company based in Southern California.  The assets
consisted  of  inventory,  accounts  receivable,   machinery  &  equipment,  and
intangibles pertaining to the aerospace market. The Company purchased the assets
for $950 which included a note payable for $90.

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  $11,600. The Company may pay additional contingent  consideration
if net sales  proceeds  collected by Versaform for sales to a specific  customer
exceed  $3,000  during the twelve  calendar  month  ending on each of the first,
second,  and third  anniversaries  of the closing date of the  transaction.  The
additional  contingent  consideration would be equivalent to 5% of the amount in
excess of $3,000 in each of the years as defined  above.  This  acquisition  has
been accounted for under the purchase method,  and  accordingly,  the results of
operations  were included in the Company's  financial  statements  after May 16,
2002.  The cost to acquire  Versaform  has been  preliminarily  allocated to the
assets acquired and liabilities assumed according to their estimated fair values
at the time of the  acquisition  and are subject to adjustment  when  additional
information  concerning  asset  and  liability  valuations  are  finalized.  The
preliminary  allocation  has  resulted  in acquired  goodwill  of  approximately
$9,003. 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.
Versaform's sales were approximately $12,000 in 2001.

On April 2, 2001, the Company  acquired  certain  assets of Tempco  Engineering,
Inc. and Hyco  Precision,  Inc.  ("Tempco"),  two  privately  held related metal
machining companies based in Southern  California.  The purchase was funded by a
secured  note  with  the  Company's  lender.   Tempco  produces  components  for
photolithography equipment used in the manufacture of semiconductors, as well as
components for the defense and commercial aerospace  industries.  Tempco's sales
were  approximately  $16,000  in 2000.  The  purchase  price for the net  assets
acquired,  net of acquired cash, was approximately  $15,200. The Company may pay
additional  contingent  consideration  of up to $1,250 if  Tempco's  EBITDA,  as
defined,  exceeds  certain  limits for the two years ended March 31,  2003.  The
excess of the purchase price over the fair market value of net assets  acquired,
totaling $5,943, was allocated to goodwill.  This acquisition has been accounted
for under the purchase method,  and accordingly,  the results of operations were
included in the Company's financial statements from the date of acquisition.

3. Adoption of FASB Statement No. 142

Effective January 1, 2002, the Company adopted SFAS No.142,  "Goodwill and Other
Intangible Assets," which establishes new accounting and reporting  requirements
for  goodwill  and other  intangible  assets.  Under SFAS No. 142,  goodwill and
indefinite lived  intangible  assets are no longer amortized but are reviewed at
least  annually  for  impairment.  Separate  intangible  assets that have finite
useful lives will continue to be amortized over their useful lives.

SFAS No. 142 requires that goodwill be tested  annually for  impairment  using a
two-step process.  The first step is to identify a potential  impairment and, in
transition,  this  step  must be  measured  as of the  beginning  of the year of
adoption.  The Company  completed  the first step  during the second  quarter of
2002, which resulted in the identification of potential goodwill  impairments as
of the  beginning  of the fiscal  year 2002.  The  second  step of the  goodwill
impairment  test,  which measures the amount of the impairment loss (measured as
of the beginning of the year of adoption),  has not been completed.  As a result
of the second step of the goodwill  impairment test, an impairment charge may be
recorded in the last half of the year.

Actual  results of  operations  for the six months  ended June 30,  2002 and pro
forma  results  of  operations  for the six months  ended June 30,  2001 had the
non-amortization provisions of SFAS 142 been applied in that period follows:


<TABLE>
<CAPTION>

                                                          Three Months Ended June 30,      Six Months Ended June 30,
                                                       ---------------------------------------------------------------------------
                                                               2001               2002              2001               2002
                                                       ---------------------------------------------------------------------------

<S>                                                               <C>                <C>

  Reported net income                                            $ 943           $ 462             $1,825             $926
     Add:  Goodwill amortization, net of tax                        85               -                105                -
                                                       ---------------------------------------------------------------------------
     Adjusted net income                                       $ 1,028           $ 462             $1,930             $926
                                                       ===========================================================================

  Basic earnings per share
     Reported net income                                          $.12            $.06               $.23             $.12
     Goodwill amortization                                         .01               -                .01                -
                                                       ---------------------------------------------------------------------------
     Adjusted net income                                          $.13            $.06               $.24             $.12
                                                       ===========================================================================

  Diluted earnings per share
     Reported net income                                          $.12            $.06               $.22             $.11
     Goodwill amortization                                         .01               -                .01                -
                                                       ---------------------------------------------------------------------------
     Adjusted net income                                          $.13            $.06               $.23             $.11
                                                       ===========================================================================


</TABLE>


4. Inventories

Inventories consist of the following:

<TABLE>
<CAPTION>

                                                                     December 31,           June 30,
                                                                         2001                 2002
                                                                 ------------------------------------------
<S>                                                               <C>                  <C>
        Raw materials                                                $  3,742             $  4,174
        Work in process                                                 6,127                6,582
        Finished goods                                                 13,176               14,598
                                                                 -------------------------------------------
                                                                     $ 23,045             $ 25,354
                                                                 ===========================================

</TABLE>

<PAGE>

5. Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                     December 31,          June 30,
                                                                         2001                2002
                                                                 ----------------------------------------
<S>                                                               <C>                  <C>
        Term loans                                                    $13,741             $23,723

        Notes payable, principal and interest payable
        monthly at fixed rates, ranging from 4.98% to 9.00%             1,100               2,352
        Capital lease obligations                                         114                  89
                                                                 ----------------------------------------
                                                                       14,955              26,164
        Less current installments                                       2,334               3,731
                                                                 ----------------------------------------
                                                                      $12,621             $22,433
                                                                 ========================================

</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  non-Canadian  assets of the  Company and
requires compliance with certain non-financial and financial covenants including
minimum levels of cash flow coverage, EBITDA, and tangible net worth.

The  Company's  Revolver  allows  for a $7,000  line of credit  to fund  various
corporate  needs.  Interest is payable  monthly  based on a quarterly  cash flow
leverage  calculation and the LIBOR rate. This facility matures on May 31, 2003.
The credit  facility  prohibits  the payment of cash  dividends  on common stock
without the prior written consent of Union  Planters.  The Company has not drawn
upon this line at June 30, 2002.

The Tempco  Term Loan was issued for  $15,500 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 June 30,
2002.  The Company  drew  $14,250 on this Term Loan on April 2, 2001.  Under the
Loan  Agreement,  the  Company  has  $1,250  available  to fund  any  additional
contingent  consideration  which may be  required  under the terms of the Tempco
acquisition (see note 2).

The  Versaform  Term Loan was issued for $11,000 on May 15, 2002.  The Versaform
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%.
The interest rate was 4.9% at June 30, 2002.

The  Company  entered  into a note  payable  for $1,300  with the prior owner of
Versaform in connection  with the purchase of said company.  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% - 9.0% 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 at
4.98% through February, 2004.

6. Comprehensive Income

The  Company's  total  comprehensive  income,  which  adjusts  net income by the
increase or 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:


<TABLE>
                                                      -------------------------------------------------------------------------
                                                      Three Months Ended June 30,               Six Months Ended June 30,
                                                             2001              2002              2001              2002
                                                      -------------------------------------------------------------------------

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

Net Income                                                     943             462               1,825              926
Other comprehensive income (loss):
Unrealized gain (loss) on investments                          133              96                 162             (19)
Foreign currency translation adjustments                         -              34                   -               34
                                                      -------------------------------------------------------------------------
Total comprehensive income                                  $1,076            $592              $1,987             $941
                                                      =========================================================================

</TABLE>



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

Forward-Looking Statement

This Management's Discussion and Analysis of Financial Conditions and Results of
Operations contains various forward-looking statements within the meaning of the
United States Private Securities  Litigation Reform Act of 1995 and which may be
based on or include assumptions, concerning LMI's operations, future results and
prospects.  When  used in this  report,  the  words  "believes,"  "anticipates,"
"intends," "plans,"  "projects,"  "estimate,"  "expects" and similar expressions
are intended to identify  forward-looking  statements.  Actual  results could be
materially different from those reflected in such forward-looking  statements as
a result of various factors.  Such factors include,  but are not limited to, the
following:  (1) changes in the current and future business  environment,  and in
particular, the aerospace industry; (2) changes in the business outlook of LMI's
customers;  (3)  the  impact  of  competitive  products  and  pricing;  (4)  the
availability  of raw  materials;  (5) changes in  governmental  regulation;  (6)
fluctuations  in operating  results;  (7) LMI's ability to  consummate  suitable
acquisitions; and (8) the risks detailed from time to time in LMI's filings with
the Securities and Exchange  Commission.  In addition,  such statements could be
affected by general  industry and market  conditions  and growth rates;  general
domestic  and  international  market  conditions;   increased  competition  from
domestic and foreign  competitors,  including  new  entities;  and other factors
which could impact LMI's  outlook in the future.  As it is impossible to foresee
and identify all factors that could have a material and negative impact on LMI's
future performance,  this discussion of uncertainties is by no means exhaustive,
but is designed to highlight  important  factors that may impact LMI's  outlook.
Readers are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date hereof. LMI undertakes no obligation to publicly
release the results of any revisions to these  forward-looking  statements which
may be made to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrence of unanticipated events.

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  statement to which they
relate  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  2001 Annual  Report on Form
10-K.

Overview

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

Results of Operations

Quarter Ended June 30, 2002 versus June 30, 2001

Net Sales.  Net sales  during the quarter  were $20.4  million,  including  $2.4
million from the recent acquisition of Versaform,  up 6.8% from $19.1 million in
the prior year.  Excluding the  acquisition  of Versaform,  net sales were $18.0
million,  a decrease  of 5.8% from the prior  year.  Net sales by market for the
second quarter of 2002 compared to the second quarter of 2001 were as follows:

<TABLE>
<CAPTION>

  Market                                2nd Qtr 2001        % of Total        2nd Qtr 2002       % of Total
  --------------------------------- --------------------- ---------------- ------------------- ----------------
<S>                                   <C>                  <C>               <C>               <C>

    Commercial Aircraft                     $ 9.9               51.8%              $ 5.9             28.9%
    Corporate/Regional                        2.8               14.7%                4.6             22.5%
    Military                                  3.1               16.2%                4.4             21.6%
    Laser                                     1.6                8.4%                3.4             16.7%
    Other                                     1.7                8.9%                2.1             10.3%
                                    --------------------- ---------------- ------------------- ----------------
    Total                                   $19.1              100.0%              $20.4            100.0%
                                    ===================== ================ =================== ================

</TABLE>


The Company's net sales to the commercial  aircraft market consist of components
that are ultimately used on Boeing commercial aircraft. Net sales to this market
continue to be adversely  affected by the events of  September  11, 2001 and the
impact it has had upon airlines. The largest declines in the Company's net sales
to this market have been the result of reduced  production  rates and  inventory
levels at Boeing and its subcontractors on the 737 and 747 models. The Company's
net sales for the 737 were $2.8 million in the second  quarter of 2002 (13.7% of
net sales)  compared to $4.3 million  (22.5% of net sales) in the second quarter
of 2001.  The  Company's  net sales for the 747 were $1.2  million  (5.9% of net
sales) in the second  quarter of 2002  compared  to $2.7  million  (14.1% of net
sales) in the same  quarter of 2001.  The Company  believes  that these  reduced
sales  levels for this  market will  continue  through  2002.  Net sales for the
quarter to the corporate and regional markets were $4.6 million,  an increase of
64.3% from the $2.8 million  generated  in 2001.  The  acquisition  of Versaform
added $1.7 million of net sales to this market for the current quarter,  largely
due to sales for Gulfstream aircraft.

Net sales  for use in the  military  markets  were $4.4  million  in the  second
quarter of 2002,  an increase of 41.9% from the $3.1 million of net sales in the
same  quarter  of 2001.  The  increase  in net  sales to  military  markets  was
primarily  the result of shipments for recent  awards of C-130  components  from
Lockheed Martin.

Components for use in laser  equipment  contributed  $3.4 million in the current
quarter,  an increase of 112.5% from $1.6  million in 2001.  This  increase  was
driven by greater sales to both Cymer and IntraLase.

Gross Profit.  Gross profit was $4.1 million  (20.1% of net sales) in the second
quarter of 2002,  down from $4.2 million  (21.9% of net sales) during the second
quarter of 2001. Gross profit was negatively impacted by start up costs expensed
as the Company began new programs with Gulfstream and Lockheed  Martin,  reduced
volume in the commercial markets, and increases in fringe benefit costs.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  increased to $3.0 million  (15.0% of net sales) in the
second  quarter  of 2002 from $2.5  million  (12.9% of net  sales) in the second
quarter of 2001. This increase is primarily due to the acquisition of Versaform,
which added $0.3 million,  and ongoing integration costs incurred for Tempco and
Versaform.

Interest  Expense.  Interest  expense  remained  flat  at $0.3  million  in both
periods. However, the acquisition of Versaform was completed May 16, 2002, which
resulted in only 45 days of interest on the new debt instruments related to that
purchase in the second quarter of 2002.

Income Tax  Expense.  The  effective  tax rate used by the Company in the second
quarter of 2002 was 37.5%,  an increase from 35.0% in 2001. This increase is due
to the Company's acquisitions in locations with higher income tax rates.

Six Months Ended June 30, 2002 versus June 30, 2001

Net Sales.  Net sales for the six months ended June 30, 2002 were $38.3 million,
an increase of 8.8% from $35.2 million in the same period of the prior year. The
acquisition of Versaform  added $2.4 million to the current year.  Excluding the
impact of Versaform,  net sales were $35.9 million, up 2.0% from the prior year.
Net sales by market served were as follows:

<TABLE>
<CAPTION>

    Market                               1st Half 2001        % of Total       1st Half 2002       % of Total
    --------------------------------- --------------------- ---------------- ------------------- ----------------
<S>                                      <C>                <C>                <C>               <C>

      Commercial Aircraft                     $ 19.5             55.4%              $12.6              32.9%
      Corporate/Regional                         5.9             16.8%                6.5              17.0%
      Military                                   5.4             15.3%                9.0              23.5%
      Laser                                      1.6              4.5%                6.3              16.4%
      Other                                      2.8              8.0%                3.9              10.2%
                                      --------------------- ---------------- ------------------- ----------------
      Total                                    $35.2            100.0%              $38.3             100.0%
                                      ===================== ================ =================== ================

</TABLE>

Net sales to the commercial aircraft market fell significantly as Boeing trimmed
inventories  and  reduced  production  rates.  The  Company's  net sales for 737
components  fell to $6.1 million  (15.9% of net sales) in 2002 from $8.4 million
(23.9% of net sales) in 2001.  The Company's net sales for 747  components  were
$2.5 million (6.5% of net sales) in 2002, a reduction  from $5.2 million  (14.8%
of net sales) in 2001.

The Company's  sales to the  corporate and regional  market were $6.5 million in
2002,  an  increase  of 10.2% from $5.9  million  in 2001.  The  acquisition  of
Versaform added $1.7 million to net sales for the six months of 2002.  Excluding
the  acquisition  of Versaform,  net sales to the corporate and regional  market
would have been $4.8  million,  down $1.1 million from 2001.  This  reduction is
primarily attributable to reduced orders from Learjet, a division of Bombardier.

Net sales to the military  markets were $9.0 million in 2002, up 66.7% from $5.4
million in 2001.  This increase  results from the inclusion of a full six months
of net  sales of Tempco  in 2002.  Tempco  added  $3.9  million  of net sales to
military  markets in 2002 compared to $1.2 million in 2001. The Company acquired
Tempco on April 2, 2001,  therefore,  only three months of net sales from Tempco
were  included  in net sales for the period.  Additionally,  new  contracts  for
components  used on the C-130 were sold to Lockheed  Martin in 2002,  increasing
sales for that model to $1.3 million in 2002, up from $0.5 million in 2001.

Net sales to laser equipment  makers  increased to $6.3 million in 2002, up from
$1.6 million.  This market is served by Tempco, which the Company owned for only
three months in 2001.  Increases in net sales from both Cymer and IntraLase were
responsible for this change.

Gross  Profit.  Gross  profit in 2002 was $7.9 million in 2002,  unchanged  from
2001.  However,  as a percentage of net sales, gross profit declined to 20.6% in
2002 from 22.4% in 2001.  This decline is attributable to decreased sales in the
commercial  markets,  start up expenses  related to new work from Gulfstream and
Lockheed Martin, and insurance costs related to employee benefits.

Selling, General and Administrative Expenses. The costs of selling, general, and
administrative  expenses rose to $5.8 million  (15.1% of net sales) in 2002 from
$4.8  million  (13.6% of net  sales) in 2001.  The  acquisitions  of Tempco  and
Versaform   added   approximately   $0.8   million  to   selling,   general  and
administrative expenses.

Interest  Expense.  The Company's  interest expense increased to $0.6 million in
2002 from $0.3 million in 2001.  This increase is primarily  attributable to the
debt secured to finance the acquisition of Tempco and Versaform.

Income Taxes.  The Company's  effective tax rate is 37.5% in 2002, up from 35.0%
in  2001.  The  Company  has  experienced  higher  tax  rates  in the  state  of
California,  the location of the Company's  recent  acquisitions,  Versaform and
Tempco.

Liquidity and Capital Resources

The  Company's  operations  used cash of $0.9 million in the first six months of
2002. The Company has  experienced a general slow down in payment terms from its
customers in all markets resulting in an increase in accounts receivable of $2.6
million.  The  aerospace  market  was  impacted  significantly  by the events of
September 11, 2001 and several  customers have  requested  extensions of payment
terms.  Additionally,  as the  commercial  market reduced  production  rates and
inventories, the Company has chosen to invest in inventories instead of reducing
manufacturing  lot sizes,  which  created an  increase  in  inventories  of $1.1
million.

Capital  expenditures  were $1.2  million in the first six months of 2002,  down
from $1.8  million in 2001.  The Company has chosen to use  operating  leases to
provide  certain  pieces of  equipment  which has  lowered  the need for capital
expenditures.

As  previously  noted,  the Company  acquired  Versaform  on May 16,  2002.  The
purchase  was  financed  with a term loan of $11.0  million  from the  Company's
principal  lender  and a term  note from the prior  owner of  Versaform  of $1.3
million.  The Company  maintains its  revolving  line of credit of $7.0 million,
which  was  unused  at June 30,  2002.  The  Company  believes  that it will not
continue  to have to  invest  significant  amounts  in  inventory  and  accounts
receivable  based on  current  operational  needs;  therefore,  its  ability  to
generate cash from  operations and  availability of the revolving line of credit
should provide adequate flexibility to support its operations.


<PAGE>


                           PART II. OTHER INFORMATION

Item 4.      Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders was held on June 3, 2002

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

<TABLE>
<CAPTION>

         Name                       Votes For                 Votes Withheld
         ----                       ---------                 --------------
    <S>                         <C>                          <C>

         Sanford S. Neuman          7,638,071                     35,770
         Duane E. Hahn              7,627,171                     46,670

</TABLE>

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

                                     Votes For                Votes Against
                                     ---------                -------------

                                     7,667,006                    5,100


Item 5.  Other Information.

Tom Baker resigned as the Company's Chief Operating Officer effective as of July
1, 2002 and as a member  of the Board of  Directors  as of August 8,  2002.  Mr.
Baker remains with the Company,  assuming  responsibilities  relating to special
projects, merger, and acquisition activities.

On August 6, 2002, a lawsuit was filed in state District Court located in Denton
County, Texas against LMI Aerospace, Inc. and Brian Geary, a director of LMI, by
David Arthur,  individually and as a representative for Southern Stretch Forming
& Fabrication,  Inc., a Texas corporation  ("Southern") (Mr. Arthur and Southern
are sometimes referred to together herein as the  "Plaintiffs").  Mr. Arthur and
Mr. Geary are each 50% owners of the outstanding  common stock of Southern.  Mr.
Geary  was  the  sole  shareholder  of  Versaform   Corporation,   a  California
corporation  ("Versaform"),  all of the outstanding  stock of which LMI recently
acquired.

Plaintiffs  allege that Mr.  Geary,  in  violation of his  fiduciary  duties and
obligations  to Mr.  Arthur and to Southern  diverted  business from Southern to
Versaform in order to increase the value of Versaform  prior to its  acquisition
by LMI.  Plaintiffs  further  allege that the actions of Mr.  Geary were done in
concert with LMI and that Mr. Geary and  Versaform  were acting as agents of LMI
with respect to the wrongful acts complained of. Plaintiffs also allege that LMI
induced Mr.  Geary to breach his duties owed to Southern  and to Mr.  Arthur and
aided and abetted Mr. Geary's  wrongful acts. The petition also alleges that LMI
is liable for tortiously interfering with the business relationships between Mr.
Geary and Southern and that LMI tortiously  interfered  with the business and/or
contractual  relationship  between  Southern and Versaform.  Plaintiffs seek the
recovery of actual and exemplary damages in an unspecified amount.

Although  LMI has not yet been able to  undertake  a detailed  investigation  of
Plaintiff's  claims, upon a preliminary review LMI believes that the claims made
against LMI by Plaintiffs  are without merit.  LMI intends to vigorously  defend
the allegations set forth in Plaintiff's claim

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

(a)      Exhibits:


Exhibit Number          Description

10.1                    Ninth Amendment to Loan Agreement

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.

(b)      The Company filed the following reports on Form 8-K during the quarter
         ended June 30, 2002:

          (i)       On April 1,  2002,  the  Company  filed a Report on Form 8-K
                    reporting  the issuance of a press  release  relating to its
                    financial performance during the fourth quarter of 2001;

          (ii)      On April 2,  2002,  the  Company  filed a Report on Form 8-K
                    reporting  the issuance of a press  release  relating to its
                    financial outlook for 2002;

          (iii)     On May 16,  2002,  the  Company  filed a Report  on Form 8-K
                    reporting  the issuance of a press  release  relating to the
                    financial performance during the first quarter of 2002;

          (iv)      On May 16,  2002,  the  Company  filed a Report  on Form 8-K
                    reporting  the issuance of a press  release  relating to its
                    acquisition of Versaform Corporation;

          (v)       On May 30,  2002,  the  Company  filed a Report  on Form 8-K
                    disclosing certain information  regarding the acquisition of
                    Versaform Corporation;

          (vi)      On June 13,  2002,  the  Company  filed a Report on Form 8-K
                    reporting the issuance of a press release  relating to LMI's
                    acquisition of Stretch Form Corporation, and to announce the
                    appointment  of Brian D.  Geary  to the  Company's  Board of
                    Director.


<PAGE>

                                   SIGNATURES

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


                                  LMI AEROSPACE, INC.


Date:  August 14, 2002            By: /s/ Lawrence E. Dickinson
                                          ------------------------------
                                          Lawrence E. Dickinson
                                          Chief Financial Officer and Secretary


<PAGE>

                                 EXHIBIT INDEX

Exhibit Number                                               Description

10.1      Ninth Amendment to Loan Agreement

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.