SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

|X|      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the quarterly period ended September 30,
         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 October 31, 2002

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


<PAGE>


                               LMI AEROSPACE, INC.

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

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

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

         Condensed Consolidated Statements of Operations for the three months
         and the nine months ending September 30, 2001 and 2002

         Condensed Consolidated Statements of Cash Flows for the
         nine months ending September 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

Item 4.   CONTROLS AND PROCEDURES

                           PART II. OTHER INFORMATION

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

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,       September 30,
                                                                          2001                2002
                                                                                          (unaudited)
                                                                  -----------------------------------------

<S>                                                              <C>                  <C>

 Assets
 Current assets:
    Cash and cash equivalents                                           $  4,645            $  1,010
    Investments                                                              643                 369
    Trade accounts receivable, net                                         6,285              11,134
    Inventories                                                           23,045              27,285
    Prepaid expenses                                                         787                 892
    Deferred income taxes                                                    886                 913
                                                                  -----------------------------------------
 Total current assets                                                     36,291              41,603

 Property, plant, and equipment, net                                      24,014              26,671
 Goodwill, net                                                             7,420              16,389
 Other assets                                                                277                 776
                                                                  -----------------------------------------
                                                                        $ 68,002            $ 85,439
                                                                  =========================================

 Liabilities and stockholders' equity
 Current liabilities:
    Accounts payable                                                   $   3,547            $  5,504
    Accrued expenses                                                       2,659               3,239
    Current installments of long-term debt                                 2,334               4,383
    Revolving line of credit                                                   -               2,535
                                                                  ----------------------------------------
 Total current liabilities                                                 8,540              15,661

 Long-term debt, less current installments                                12,621              21,306
 Deferred income taxes                                                     1,192               1,922
                                                                  -----------------------------------------
 Total noncurrent liabilities                                             13,813              23,228

 Stockholders' equity:
    Common stock of $.02 par value; authorized 28,000,000
      shares; issued 8,736,427 at December 31, 2001
      and       at September 30, 2002                                        175                 175
    Additional paid-in capital                                            26,171              26,171
    Treasury Stock, at cost, 716,676 and 554,641 shares at
      December 31, 2001 and September 30, 2002, respectively              (3,402)             (2,631)
    Accumulated other comprehensive income (loss)                              -                 (14)
    Retained earnings                                                     22,705              22,849
                                                                  -----------------------------------------
 Total stockholders' equity                                               45,649              46,550
                                                                  ----------------------------------------
                                                                        $ 68,002            $ 85,439
                                                                  =========================================

<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 September 30,     For the Nine Months Ended September 30,
                                               2001                  2002                   2001                   2002
                                        -----------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                 <C>                     <C>

Net sales                                     $   19,558          $   21,258              $   54,712            $   59,522
Cost of sales                                     14,936              17,726                  42,210                48,087
                                        -----------------------------------------------------------------------------------------
Gross profit                                       4,622               3,532                  12,502                11,435
Selling, general, and administrative
   expenses                                        2,800               3,402                   7,607                 9,242
                                        -----------------------------------------------------------------------------------------
Income from operations                             1,822                 130                   4,895                 2,193

Other income (expense):
   Interest expense                                 (262)               (426)                   (559)               (1,018)
   Other, net                                         25                (211)                     56                  (200)
                                        -----------------------------------------------------------------------------------------

Income (loss) before income taxes                  1,585                (507)                  4,392                   975
Provision Benefit for income taxes                   555                 (87)                  1,537                   468
                                        -----------------------------------------------------------------------------------------
Net Income (loss)                              $   1,030         $      (420)             $    2,855           $       507
                                        =========================================================================================

Net income (loss) per common share            $     0.13         $     (0.05)             $     0.35            $     0.06
                                        =========================================================================================

Net income (loss) per common share -
   assuming dilution                          $     0.13         $     (0.05)             $     0.35            $     0.06
                                        =========================================================================================
Weighted average common shares
   outstanding                                 8,063,505           8,061,368               8,071,494             8,042,079
                                        =========================================================================================
Weighted average dilutive stock
   options outstanding                           142,156              72,590                  88,714               118,726
                                        =========================================================================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>

                                                                    For the Nine Months Ended
                                                                          September 30,
                                                                      2001              2002
                                                               -------------------------------------
<S>                                                           <C>                <C>


 Operating activities
 Net income                                                        $    2,855           $    507
 Adjustments to reconcile net income to

 net cash provided by operating activities:
    net cash provided by operating activities:
      Depreciation and amortization                                     3,085              3,122
      Unrealized investment loss                                            -                274
      Changes in operating assets and liabilities:                     (1,462)            (5,505)

                                                               -------------------------------------
 Net cash from (used for) operating activities                          4,478             (1,602)

 Investing activities
 Additions to property, plant, and equipment, net                      (2,423)            (1,932)
 Proceeds from sale of property, plant and equipment                       90
 Acquisition of Versaform, net of cash acquired                             -            (10,285)
 Acquisition of Stretch Forming                                             -               (860)
 Acquisition of Tempco, net of cash acquired                          (14,926)              (300)
 Acquisition of Southern Stretch Forming & Fabrication                      -               (215)
                                                               -------------------------------------
 Net cash used for investing activities                               (17,259)           (13,592)

 Financing activities
 Proceeds from issuance of long-term debt                              14,250             13,535
 Principal payments on long-term debt                                    (129)             (2050)
 Treasury stock transactions, net                                        (354)                (8)
 Proceeds from exercise of stock options                                    -                 96
                                                               -------------------------------------
 Net cash from financing activities                                $   13,767         $   11,573


 Effect of exchange rate changes on cash                                    -                (14)
 Net change in cash and cash equivalents                                  986             (3,635)
 Cash and cash equivalents, beginning of period                         1,676              4,645
                                                               -------------------------------------
 Cash and cash equivalents, end of period                           $   2,662          $   1,010
                                                               =====================================

Supplemental schedule of non cash investing and financing activities:

                                                                  For the Nine Months Ended
                                                                        September 30,
                                                                     2001                2002
                                                               ------------------ ------------------
Issuance of note payable in connection with acquisitions                -              $1,674
Assumption of capital lease obligation                                  -                 109
                                                               ------------------ ------------------
                                                                        -              $1,783
                                                               ================== ==================

<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 nine  months  ended  September  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 September 30, 2002, the Company  acquired  certain assets of Southern Stretch
Forming and  Fabrication,  Inc.  ("SSFF").  The assets  consisted of  inventory,
machinery and  equipment,  backlog and  intangibles  pertaining to the aerospace
market.  The Company  purchased the assets for $215 cash, the assumption of $393
of equipment  debt and 90,000  shares of LMI common  stock,  valued at $2.32 per
share.  The cash  purchase  price  will be  adjusted  up or down on a dollar for
dollar basis by the  difference  between the  estimated  value of inventory  (at
closing)  and the  actual  value of the  inventory  (physical  inventory).  This
acquisition  was  consummated  in a two  step  process  with a  director  of the
Company.  The director was a 50%  shareholder in SSFF. In  conjunction  with the
Company's  purchase,  the director first purchased the net assets from SSFF then
sold the net  assets  to the  Company.  The  Company's  acquisition  of SSFF was
reviewed by the  Company's  Audit  Committee  and approved by the  disinterested
directors of the Company's Board of Directors.  Net sales for SSFF for 2001 were
approximately $3,820, of which approximately $1,739 were to the Company.

On June 12,  2002,  the  Company  acquired  certain  assets of  Stretch  Forming
Corporation  (SFC), a privately held company based in Southern  California.  The
assets  consisted of inventory,  accounts  receivable,  machinery and equipment,
backlog,  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  months 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 quarter of the year.

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


<TABLE>
<CAPTION>

                                                           Three Months Ended Sept. 30,      Nine Months Ended Sept. 30,
                                                       ---------------------------------------------------------------------------
                                                              2001               2002              2001               2002
                                                       ---------------------------------------------------------------------------
<S>                                                    <C>                 <C>            <C>                <C>

  Reported net income                                        $ 1,030           $ (420)          $ 2,855              $ 507
     Add:  Goodwill amortization, net of tax                      88                 -              193                  -
                                                       ---------------------------------------------------------------------------
     Adjusted net income                                     $ 1,118           $ (420)          $ 3,048              $ 507
                                                       ===========================================================================

  Basic earnings per share
     Reported net income                                       $ .13           $ (.05)            $ .35              $ .06
     Goodwill amortization                                       .01                 -              .02                  -
                                                       ---------------------------------------------------------------------------
     Adjusted net income                                       $ .14           $ (.05)            $ .37              $ .06
                                                       ===========================================================================

  Diluted earnings per share
     Reported net income                                       $ .13           $ (.05)            $ .35              $ .06
     Goodwill amortization                                       .01                 -              .02                  -
                                                       ---------------------------------------------------------------------------
     Adjusted net income                                       $ .14           $ (.05)            $ .37              $ .06
                                                       ===========================================================================

</TABLE>


4. Inventories

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                             December 31,         September 30,
                                                                                 2001                 2002
                                                                         -------------------------------------------
<S>                                                                        <C>                 <C>


        Raw materials                                                           $ 3,742              $ 4,334
        Work in process                                                           6,127                7,593
        Finished goods                                                           13,176               15,358
                                                                         -------------------------------------------
                                                                               $ 23,045             $ 27,285
                                                                         ===========================================

</TABLE>


5. Long-Term Debt

Long-term debt consists of the following:

<TABLE>

                                                                                December 31,       September 30,
                                                                                    2001                2002
                                                                             ----------------------------------------
<S>                                                                          <C>               <C>


        Term loans                                                                $ 13,741            $ 23,214
        Notes payable, principal and interest payable monthly, at fixed
        rates, ranging from 4.98% to 10.0%                                           1,100               2,289
        Capital lease obligations                                                      114                 186
                                                                             ----------------------------------------
                                                                                    14,955              25,689
        Less current installments                                                    2,334               4,383
                                                                             ----------------------------------------
                                                                                   $12,621             $21,306
                                                                             ========================================
        Revolving line of credit                                                         -             $ 2,535
                                                                             ========================================

</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 drawn
$2,535 upon this line at September 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 September
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 4.7% at September 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% - 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. 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>
<CAPTION>

                                                  ----------------------------------------------------------------------------------
                                                      Three Months Ended September 30,         Nine Months Ended September 30,
                                                         2001                 2002                2001                 2002
                                                  ----------------------------------------------------------------------------------
<S>                                             <C>                   <C>                 <C>                   <C>

Net Income                                              $ 1,030            $ (420)               $ 2,855               $ 507
Other comprehensive income (loss):
   Unrealized gain (loss) on investments                  (208)              (255)                  (47)               (274)
   Reclassification adjustment for losses
   included in net income                                     -                274                     -                 274
   Foreign currency translation adjustments                   -               (48)                     -                (14)
                                                  ----------------------------------------------------------------------------------
Total comprehensive income                                $ 822            $ (449)               $ 2,808               $ 493
                                                  ==================================================================================

</TABLE>


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

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 that the Company  manufactures are critical components in the chamber
section of lasers used in the production of semiconductors and cutting equipment
used  in  preparation  for  Lasik  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, Hamilton Sundstrand, Cessna, 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 G400 and
G500 corporate  aircraft,  Lockheed  Martin's F-16 and C-130 military  aircraft,
Litton  Industries  guidance control  systems,  Cymer lasers for cutting silicon
wafers, and IntraLase lasers used in Lasik surgery.


Results of Operations

Quarter Ended September 30, 2002 compared to September 30, 2001

Net Sales.  Net sales for the Company were $21.3  million for the quarter  ended
September 30, 2002 compared to $19.6 million for the quarter ended September 30,
2001, an increase of 8.7%.  The Company's  acquisition  of Versaform and Stretch
Forming  Corporation  in the second  quarter of 2002  added  approximately  $3.7
million  of net  sales  to the  third  quarter.  Excluding  the  benefit  of the
acquisitions,  net  sales  were  $17.6  million  in the third  quarter  of 2002,
representing a decrease of 10.2%.

      Market                          3rd Qtr 2001       3rd Qtr 2002
                                      % of Total          % of Total
      ------------------------------- ------------------ --------------------

        Commercial Aircraft           46.3%                24.9%
        Corporate/Regional            14.3%                31.9%
        Military                      17.4%                22.5%
        Non Aerospace                 22.0%                20.7%
                                      ------------------ --------------------
        Total                         100.0%               100.0%
                                      ================== ====================

Net sales for Boeing commercial  aircraft were approximately $5.3 million (24.9%
of net sales) in the third quarter of 2002, down from $9.1 million (46.3% of net
sales) in the third quarter of 2001,  consistent with the overall decline in the
commercial aircraft industry.  The Company experienced  declines in net sales on
each Boeing commercial model.

Net sales for use on corporate and regional aircraft were $6.8 million (31.9% of
net sales) in the third quarter of 2002, an increase from $2.8 million (14.3% of
net sales) in the third  quarter of 2001.  The increase in net sales was largely
attributable to increased deliveries for Gulfstream aircraft, which totaled $4.6
million  (21.6% of net sales) in 2002, up from $2.0 million (10.2% of net sales)
in 2001. The acquisition of Versaform  provided $1.3 million (6.1% of net sales)
of additional  net sales for  Gulfstream  aircraft and $1.3 million (6.1% of net
sales) is  attributable  to an offload  program the Company  began in the second
quarter of 2002.

Military programs provided net sales of $4.8 million (22.5% of net sales) in the
third quarter of 2002, an increase from $3.4 million (17.4% of net sales) in the
third quarter of 2002. The acquisition of Versaform and SFC added  approximately
$0.7 million (3.3% of net sales) of military program sales to the quarter.

Net sales for use in lasers for the technology and medical  industries were $2.8
million  (13.2% of net sales) in the third quarter of 2002, up from $2.2 million
(11.3% of net sales)in the third quarter of 2001.

Gross  Profit.  Gross profit was $3.5 million  (16.4% of net sales) in the third
quarter of 2002, a decrease from $4.6 million  (23.5% of net sales) in the third
quarter of 2001. The acquisition of Versaform added $1.1 million of gross profit
for the third  quarter of 2002.  However,  this increase was more than offset by
the decline in net sales on  commercial  aircraft  which  reduced our ability to
cover the fixed  costs of the  facilities,  start up  expenses  incurred  on new
products for both Lockheed Martin and Gulfstream,  and integration costs related
to the acquisitions of Versaform and Stretch Forming Corporation.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the third quarter of 2002 were $3.4 million  (16.0%
of net sales),  an increase from $2.8 million  (14.3% of net sales) in the third
quarter of 2001.  The  acquisition  of Versaform  added $0.6 million of selling,
general and administrative expense in the current quarter.

Interest  Expense.  Interest  expense  increased in the third quarter of 2002 to
$0.4 million from $0.3 million in 2001.  This increase was  attributable  to the
new term loans executed in connection  with the acquisition of Versaform and the
Company's use of its revolving line of credit in 2002.

Other,  net. During the third quarter of 2002, the Company  recorded a charge of
$0.3 million for certain  available-for-sale  securities that suffered a decline
in value that was deemed to be other than  temporary.  The  securities are still
held by the Company.

Income Taxes. The Company's income taxes are calculated at 37.5% in 2002. During
the third quarter, the Company established a tax reserve of $0.1 million related
to the write down of  available-for-sale  securities which may not be deductible
in the foreseeable  future.  The Company's  income tax rate was 35% in 2001. The
increase in tax rates is the result of the  acquisition  of  companies in states
with higher income tax rates.

Nine months ended September 30, 2002 compared to September 30, 2001

Net Sales.  Net sales for the nine months  ended  September  30, 2002 were $59.5
million  compared to $54.7 million for the nine months ended  September 30 2001.
The acquisitions of Versaform and Stretch Form Corporation  added  approximately
$5.7 million (9.6% of net sales) in 2002. The acquisition of Tempco Engineering,
acquired April 2, 2001, provided $15.9 million (26.8% of net sales) in net sales
in 2002  compared to $7.8 million  (14.3% of net sales) in 2001.  Excluding  the
impact of these  acquisitions,  net sales were $37.9 million for the nine months
ended  September  30,  2002,  down 19.2% from $46.9  million for the nine months
ended September 30, 2001.

                                       Nine Months 2001     Nine Months 2002
             Market                        % of Total          % of Total
            ----------------------    -------------------   -------------------
              Commercial Aircraft             52.5%                30.6%
              Corporate/Regional              16.1%                24.4%
              Military                        16.5%                23.9%
              Non Aerospace                   14.9%                21.1%
                                      --------------------  -------------------
              Total                          100.0%               100.0%
                                      ====================  ===================

Net sales for use on Boeing commercial  aircraft was $18.2 million (30.6% of net
sales)  for the nine  months of 2002  compared  to $28.7  million  (52.5% of net
sales) for the nine months of 2001. Net sales declined on all Boeing  commercial
aircraft during 2002, consistent with the overall decline in commercial aircraft
production at Boeing.

Net sales of components  for corporate and regional  aircraft were $14.5 million
(24.4% of net sales) in 2002, an increase from $8.8 million (16.1% of net sales)
in 2001. The  acquisition of Versaform added $3.5 million (5.9% of net sales) of
net sales for corporate and regional aircraft.  The Company generated  increases
in net sales for Gulfstream  aircraft with an offload  program that began in the
second quarter of 2002, offsetting declines in net sales on Bombardier aircraft.

Military  programs provided $14.2 million (23.9% of net sales) in the first nine
months of 2002, an increase from $9.0 million  (16.5% of net sales) in the first
nine months of 2001. A significant  portion of this  increase  resulted from the
acquisition of Versaform and Stretch  Froming  Corporation in 2002,  which added
$1.3  million  (2.2% of net  sales)  to net  sales  on  military  programs.  The
acquisition of Tempco on April 2, 2001 provided $5.2 million (8.7% of net sales)
in the nine months of 2002  compared to $2.7 million (4.9% of net sales) for the
six months after the acquisition in 2001.

Net sales of products for use in laser equipment were $9.1 million (15.3% of net
sales) in 2002, up from $3.9 million in 2001. The increase in net sales to laser
equipment  manufacturers  was attributable to a full nine months of shipments in
2002  compared  to only six  months  in 2001 and to  increased  production  rate
demand.

Gross  Profit.  Gross  profit for the nine months ended  September  30, 2002 was
$11.4  million  (19.2% of net sales)  compared  to $12.5  million  (22.9% of net
sales) in the prior year.  The  acquisition  of Versaform  added $1.7 million of
gross  profit in 2002.  Excluding  the  acquisition,  gross  profit  declined in
connection  with  the  overall  decline  in net  sales of  commercial  aerospace
production,  start up expenses  related to new  Gulfstream  and Lockheed  Martin
programs, and increases in health insurance and workers' compensation insurance.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  were $9.2  million  (15.5% of net  sales) in 2002,  an
increase  from $7.6 million  (13.9% of net sales) in 2001.  The  acquisition  of
Versaform added $0.9 million to selling,  general and  administrative  expenses.
The  acquisition  of Tempco in the second  quarter of 2001  resulted in only six
months of expenses for the nine months ended  September  30, 2001  totaling $0.6
million.  The nine  months  ended  September  30, 2002  includes  nine months of
expenses that total $1.2 million, an increase of $0.6 million from 2001.

Interest  Expense.  Interest expense increased in 2002 to $1.0 million from $0.6
million in 2001.  This increase was  attributable to the new term loans executed
in connection with the acquisition of Versaform,  an additional  three months of
expense  related to the term loans in connection with the acquisition of Tempco,
and the Company's use of its revolving line of credit in 2002.

Other,  net.  During  2002,  the Company  recorded a charge of $0.3  million for
certain available-for-sale  securities that suffered a decline in value that was
deemed to be other than temporary

Income  Taxes.  The  Company's  effective  income  tax rate  for 2002 was  37.5%
compared  to 35% in  2001.  During  the  third  quarter  of  2002,  the  Company
established  a tax  reserve of $0.1  million in relation to the write down of an
available-for-sale  security that may not result in a tax  deduction  before the
tax loss expires.  The increase in rate is the result of the Company's growth in
higher income tax states.

Liquidity and Capital Resources

During 2002, the Company has experienced an increase in working capital needs as
inventory  climbed  $2.8  million and  accounts  receivable  rose $2.5  million.
Increases in inventory are predominantly related to the purchase of $1.0 million
of components for a new kitting contract the Company has begun and an investment
in finished goods resulting from customer's decisions to reduce production rates
and inventories. Accounts receivable has grown due to an administrative issue at
one customer related to the closing of a facility, none of which is deemed to be
uncollectible, and an increase in business with customers that do not pay within
discounting arrangements made available by the company.

Capital  expenditures  were $1.9 million for the nine months ended September 30,
2002, compared to $2.4 million in the same period of 2001.

Additionally,  the company acquired  Southern Stretch Forming and Fabrication in
September of 2002, for  approximately  $0.3 million in cash and 90,000 shares of
common stock.

The Company has a revolving line of credit available for up to $7.0 million,  of
which it had drawn $2.5 million at September 30, 2002. The Company believes this
revolving  credit  agreement is  sufficient  to support its working  capital and
general corporate needs.

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. Based on the outstanding balance of long-term debt at September 30, 2002,
a 1% change  in  interest  rates  would  result  in a change in annual  interest
expense  of  approximately  $0.2  million.  Under  the  Company's  current  Loan
Agreement as discussed in Note 5 of the  financial  statements,  the Tempco Term
Loan interest rate is capped at 8.5% for the term of the loan.

Item 4.  Controls and Procedures.

Within  the 90 days  prior  to the  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 contemplated by Exchange Act Rule 13a-14. 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 timely alerting them to
material information relating to the Company (and its consolidated subsidiaries)
required  to be  included in the  periodic  reports  the Company  files with the
Securities and Exchange  Commission.  There have been no significant  changes to
the Company's  internal  controls or in other  factors that could  significantly
affect these controls  subsequent to the date of that  evaluation,  nor were any
corrective actions required with regard to significant  deficiencies or material
weaknesses.

<PAGE>

                                     PART II

                                OTHER INFORMATION


Item 2.      Changes in Securities and Use of Proceeds.

On September 30, 2002, LMI delivered 90,000 shares of its $0.02 par value Common
Stock to Brian D. Geary, a director of the Company, in partial consideration for
Mr.  Geary's  sale to LMI of the  operations  and  certain  of the assets of the
aerospace  division of Southern Stretch Forming and  Fabrication,  Inc., a Texas
corporation  ("SSFF").  Immediately prior to LMI's acquisition of the operations
and assets of SSFF,  Mr.  Geary,  through a  wholly-owned  limited  partnership,
acquired such  operations  and assets  directly from SSFF.  LMI delivered  these
shares in a private placement  transaction  pursuant to Rule 506 of Regulation D
under the Securities Act of 1933, as amended.

Item 5.  Other Information.

On September 30, 2002,  LMI  Aerospace,  Inc. and its  wholly-owned  subsidiary,
Versaform  Corporation,  entered into a Settlement  Agreement with David Arthur,
individually and as  representative  for SSFF, and Brian D. Geary, a director of
LMI. The Settlement Agreement provided for the dismissal, with prejudice, of the
lawsuit filed by Mr. Arthur and SSFF against LMI,  Versaform and Mr. Geary.  Mr.
Arthur and SSFF filed the  lawsuit  against  LMI and  Versaform  while  on-going
negotiations  were taking place between Mr. Arthur,  Mr. Geary and LMI regarding
LMI's  acquisition  of the  operations and assets of SSFF. LMI believes that the
claims made against LMI by Mr. Arthur and SSFF were without merit.

Dismissal of the lawsuit  pursuant to the terms of the Settlement  Agreement was
conditioned  upon Mr.  Geary's  acquisition of the operations and certain of the
assets of the aerospace division of SSFF, and LMI's execution and delivery of an
Asset Purchase  Agreement and Transition  Services  Agreement,  both relating to
LMI's  acquisition  of the operations and certain of the assets of the aerospace
division  of  SSFF  from  Mr.  Geary.  Pursuant  to the  specific  terms  of the
Settlement Agreement, LMI had no obligation to consummate its acquisition of the
operations  and  assets  of SSFF  from  Mr.  Geary  as  part  of the  Settlement
Agreement.

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 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 September 30, 2002:

         (i)     On October 3, 2002,  the  Company  filed a Report on Form 8-K
                 reporting  the  issuance  of a press  release  relating  to its
                 acquisition  of the operations and certain of the assets of the
                 aerospace  division of Southern  Stretch  Forming and
                 Fabrication, Inc., and to announce the appointment of Ed
                 Campbell to the position of Director of Marketing; and

         (ii)    On August 15, 2002, the Company filed a Report on Form 8-K
                 reporting the issuance of a press release  relating to its
                 financial performance during the second quarter of 2002.


<PAGE>


                                   SIGNATURES

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


                                LMI AEROSPACE, INC.


Date: November 14, 2002         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
correctiveactions   with  regard  to  significant   deficiencies   and  material
weaknesses.


Date: November 14, 2002

                                        /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: November 14, 2002

                                        /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  September  30,  2002 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

November 14, 2002



    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  September  30,  2002 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

November 14, 2002



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