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, 2003

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

Commission file number:    0-24293

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

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

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

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

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

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No _X_

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

     Title of class of Common Stock            Number of Shares outstanding
                                                   as of August 14, 2003

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



<PAGE>


                               LMI AEROSPACE, INC.

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

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).

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

         Condensed Consolidated Statements of Operations for the three months
         ending and the six months ending June 30, 2002 and 2003

         Condensed Consolidated Statements of Cash Flows for the six months
         ending June 30, 2002 and 2003

         Notes to Unaudited Condensed Consolidated Financial Statements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Item 4.  Controls and Procedures.

                           PART II. OTHER INFORMATION

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

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


SIGNATURE PAGE

EXHIBIT INDEX


<PAGE>



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

<TABLE>
<CAPTION>

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

Assets
Current assets:
   Cash and cash equivalents                                            $  1,182            $  1,650
   Trade accounts receivable, net                                         11,392               8,022
   Inventories                                                            25,181              27,116
   Prepaid expenses                                                          978               1,183
   Deferred income taxes                                                   1,389               1,389
   Income taxes receivable                                                 1,501               1,908
                                                                  -----------------------------------------
                                                                  -----------------------------------------
Total current assets                                                      41,623              41,268

Property, plant, and equipment, net                                       25,986              24,145
Goodwill, net                                                              5,653               5,653
Customer intangible assets, net                                            4,267               3,993
Other assets                                                                 336                 168
                                                                  -----------------------------------------
                                                                        $ 77,865           $  75,227
                                                                  =========================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                    $   6,107            $  4,783
   Accrued expenses                                                        2,846               2,400
   Current installments of long-term debt and capital lease
     obligations                                                           4,616              11,987
                                                                  -----------------------------------------
Total current liabilities                                                 13,569              19,170

Long-term debt and capital lease obligations, less current
   installments                                                           24,621              17,982
Deferred income taxes                                                      1,939               1,964
                                                                  -----------------------------------------
Total long-term liabilities                                               26,560              19,946

Stockholders' equity:
   Common stock of $.02 par value; authorized 28,000,000
     shares; issued 8,736,427 at December 31, 2002 and
     at June 30, 2003                                                        175                 175
   Additional paid-in capital                                             26,171              26,171
   Treasury Stock, at cost, 554,641 and 554,641 shares at
     December 31, 2002 and June 30, 2003, respectively                    (2,632)             (2,632)
   Accumulated other comprehensive income (loss)                             (17)                 56
   Retained earnings                                                      14,039              12,341
                                                                  -----------------------------------------
Total stockholders' equity                                                37,736              36,111
                                                                  -----------------------------------------
                                                                        $ 77,865           $  75,227
                                                                  =========================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>

                                                                  For the Three Months Ended      For the Six Months Ended
                                                                           June 30,                         June 30,
                                                                  2002              2003               2002           2003
                                                            --------------------------------------------------------------------
<S>                                                         <C>                 <C>            <C>             <C>

Net sales                                                        $  20,355         $  18,865        $  38,263     $  39,707
Cost of sales                                                       16,258            16,436           30,360        35,059
                                                            --------------------------------------------------------------------
Gross profit                                                         4,097             2,429            7,903         4,648

Selling, general and administrative expenses                         3,048             3,249            5,840         6,559
                                                            --------------------------------------------------------------------
   Income (loss) from operations                                     1,049              (820)           2,063        (1,911)

Other income (expense):
    Interest                                                          (330)             (387)            (592)         (827)
    Other, net                                                          20                30               11            29
                                                            --------------------------------------------------------------------
Income (loss) before income taxes                                      739            (1,177)           1,482        (2,709)

Provision for (benefit of) income taxes                                277              (438)             556        (1,012)
                                                            --------------------------------------------------------------------
   Income (loss) before cumulative effect of change in                                  (739)                        (1,697)
   accounting principle                                                462                                926
Cumulative effect of change in accounting  principle, net
   of income tax benefit of $663                                         -                 -            1,104            -
                                                            --------------------------------------------------------------------
Net income (loss)                                                  $   462           $  (739)         $  (178)     $  (1,697)
                                                            ====================================================================

Amounts per common share:
   Income (loss) before cumulative effect of change in                                                                          1)
   accounting principle                                            $  0.06          $  (0.09)        $  0.12             $  (0.2
Cumulative effect of change in accounting principle                   -                   -            (0.14)              -
                                                            --------------------------------------------------------------------
Net income (loss) per common share                                 $  0.06          $  (0.09)        $ (0.02)       $
                                                                                                                (0.21)
                                                            ====================================================================

Amounts per common share - assuming dilution:
   Income (loss) before cumulative effect of change
   in accounting principle                                          $  0.06         $  (0.09)        $   0.11      $  (0.21)
Cumulative effect of change in accounting principle                      -                -         $  (0.13)            -
                                                            --------------------------------------------------------------------
Net income (loss) per common share - assuming dilution                             $  (0.09)                       $  (0.21)
                                                                   $  0.06                          $  (0.02)
                                                            ====================================================================

                                                            ====================================================================
Weighted average common shares outstanding                       8,040,529         8,181,786       8,032,275      8,181,786
                                                            ====================================================================
Weighted average common shares outstanding -
   assuming dilution                                             8,201,064         8,181,786       8,174,069      8,181,786
                                                            ====================================================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                For the Six Months Ended June 30,
                                                                   2002                     2003
                                                            ------------------------------------------
<S>                                                        <C>                     <C>

Operating activities
--------------------
Net income (loss)                                                $    926                $  (1,697)
Adjustments to reconcile net loss to
   net cash provided by operating activities:
     Depreciation and amortization                                  2,044                    2,457
     Changes in operating assets and liabilities:
         Trade accounts receivable                                 (2,586)                   3,370
         Inventories                                               (1,081)                  (1,935)
         Prepaid expenses and other assets                             57                       29
         Income taxes                                                 (73)                    (450)
         Accounts payable                                             216                   (1,324)
         Accrued expenses                                             (39)                    (378)
                                                        ----------------------------------------------------
Net cash provided by (used by) operating activities                  (536)                      72

Investing activities
--------------------
Additions to property, plant, and equipment                        (1,131)                    (636)
Proceeds from sale of equipment                                         -                      301
Acquisition of Versaform, net of cash acquired                    (10,285)                       -
Acquisition of Stretch Forming assets                                (860)                       -
Acquisition of Tempco, net of cash acquired                          (300)                       -
                                                        ----------------------------------------------------
Net cash used by investing activities                             (12,576)                    (335)

Financing activities
--------------------
Net borrowings on revolving line of credit                              -                    3,241
Principal payments on long-term debt                               (1,181)                  (2,510)
Treasury stock transactions, net                                       (8)                       -
Proceeds from issuance of long term debt                           11,000                        -
Proceeds from exercise of stock options                                83                        -
                                                        ----------------------------------------------------
Net cash from financing activities                                  9,894                      731

Net increase (decrease) in cash and cash equivalents               (3,218)                     468
Cash and cash equivalents, beginning of year                        4,645                    1,182
                                                        ----------------------------------------------------
Cash and cash equivalents, end of quarter                       $   1,427                $   1,650
                                                        ====================================================

<FN>

See accompanying notes.

</FN>
</TABLE>


<PAGE>



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

1. Accounting Policies

Basis of Presentation

LMI Aerospace, Inc. (the "Company") fabricates, machines, and integrates formed,
close tolerance aluminum and specialty alloy components for use by the aerospace
and laser  equipment  industries.  The  Company is a Missouri  corporation  with
headquarters in St. Charles,  Missouri.  The Company maintains facilities in St.
Charles, Missouri; Auburn, Washington; Tulsa, Oklahoma; Wichita, Kansas; Irving,
Texas; Sun Valley and Oceanside, California; and Langley, British Columbia.

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair  representation  have been included.  Operating results for
the three and six months ended June 30, 2003 are not  necessarily  indicative of
the results  that may be expected for the year ended  December  31, 2003.  These
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial statements and accompanying footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 as filed with the SEC.

Operating Results and Management's Plan

As discussed in the Company's  Annual Report on 10-K, the Company has undertaken
a plan to reduce  operating  expenses and increase  efficiencies  in conjunction
with a financial  consultant,  as required by the Company's  primary lender.  On
July 23, 2003, as outlined in Note 8, the Company  announced the details of this
plan. Based on forecasted operating results and cash flows,  management believes
the  Company  will have  sufficient  funding  for its  operations  in 2003.  The
forecasted  operating  results and cash flows are  dependent  upon  management's
ability to improve  performance.  While  management  believes  the  forecast  is
achievable,  to the extent management does not improve performance,  the Company
may have to seek  alternative  sources of financing.  There can be no assurances
the Company can obtain alternative financing on reasonable and acceptable terms.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United  States  requires  management  to make certain
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from those estimates.

Stock-Based Compensation

The  Company  accounts  for its stock  based  compensation  in  accordance  with
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees,  and related interpretations and provides the pro forma disclosure
provisions of Statements of Financial Accounting Standards No.

<PAGE>


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

("SFAS")  123,  Accounting  for  Stock-Based  Compensation  and  SFAS  No.  148,
Accounting for Stock-Based  Compensation - Transition and  Disclosure.  No stock
based  employee   compensation   expense  is  recognized  in  the  statement  of
operations,  as all options  granted had an exercise price equal to market value
of the underlying common stock on the date of grant. Had the Company  determined
compensation  cost based on the fair value at the grant date under SFAS No. 123,
net income and earnings per share amounts would have been as follows:

<TABLE>
<CAPTION>


                                                      Three Months Ended June 30,            Six Months Ended June 30,
                                                        2002               2003               2002                2003
                                                 ------------------------------------------------------------------------------

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

Net income (loss)                                      $   462            $  (739)           $  (178)          $  (1,697)
   Total stock based employee compensation
   expense determined under fair value based
   method, net of tax effect                             (105)               (23)              (121)                (37)
                                                 ------------------------------------------------------------------------------
   Pro forma net income (loss)                         $   357            $  (762)           $  (299)          $  (1,734)
                                                 ==============================================================================

Net income (loss) per common share - basic and
assuming dilution
   As reported                                        $  0.06           $  (0.09)          $  (0.02)           $  (0.21)
   Pro forma                                          $  0.04           $  (0.09)          $  (0.04)           $  (0.21)

</TABLE>


Exit Costs

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

2. Acquisitions

Versaform

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





<PAGE>


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

The  acquisition  was  accounted  for as a purchase  business  combination,  and
accordingly,  the results of operations were included in the Company's financial
statements after May 16, 2002. The cost to acquire  Versaform has been allocated
to the assets acquired and liabilities assumed according to their estimated fair
values at the time of the acquisition as follows:

           Working capital                      $    400
           Property, plant, and equipment          3,179
           Assumed long-term liabilities           (871)
           Customer-related intangible             3,975
           Goodwill (nondeductible)                5,104
                                             ----------------
                                                $ 11,787
                                             ================


The intangible  asset relates to acquired  customer  relationships  and is being
amortized  over 15 years on a  straight  line  basis.  Based on the terms of the
purchase agreement,  the Company is obligated to pay additional consideration if
sales to a specific  customer  exceed certain annual  thresholds  over the three
years  following  the  acquisition.  As of June 30, 2003,  sales to the specific
customer  did  not  meet  these  thresholds  and is not  expected  to  meet  the
thresholds for the remainder of the three year contingency  period. The purchase
agreement  allows for certain  adjustments  to the purchase  price for claims in
excess of $100.  The  Company  has filed a claim for  reimbursement  of  certain
liabilities  existing at the closing date and has recorded a receivable from the
seller of $196. The Company expects to resolve the purchase price  adjustment in
2003. Versaform's sales were approximately $12,000 in 2001.

Southern Stretch Forming and Fabrication, Inc.

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

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

Stretch Forming Corporation

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


<PAGE>


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


3.  Goodwill and Intangibles

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

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

4. Inventories

Inventories consist of the following:

                                     December 31,       June 30,
                                        2002              2003
                               --------------------------------------
        Raw materials                 $  4,469            $4,405
        Work in process                  5,576             5,216
        Finished goods                  15,136            17,495
                               --------------------------------------
                                      $ 25,181           $27,116
                               ======================================

During  the  second  half  of 2002  and  early  2003,  the  Company  encountered
production  difficulties and inefficiencies on new programs with two significant
customers due to several factors including inadequate tooling,  poor performance
of a critical  subcontractor,  and changes in customer acceptance criteria.  The
Company recorded a lower of cost or market reserve on work in process  primarily
related  to these  programs  of $1,957 at  December  31,  2002.  The  Company is
currently  engaged in negotiations to recover claims submitted for certain costs
incurred and requests for  re-pricing of several  components.  At June 30, 2003,
the Company had lower of cost on market  reserves of $904  primarily  related to
these programs.




<PAGE>


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

5.  Long-Term Debt and Revolving Line of Credit

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

<TABLE>
<CAPTION>

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

  Term Loans:
    Tempco                                                                $ 11,705           $  10,688
    Versaform                                                               10,738               9,952
  Revolving line of credit                                                   4,417               7,659
  Note payable to Director, principal and interest payable
     monthly at 7%                                                           1,003                 831
  Notes payable, principal and interest payable monthly, at
     fixed rates, ranging from 6.99% to 10.00%                               1,212                 801
  Capital lease obligations                                                    162                  38
                                                                     -----------------------------------------
                                                                            29,237              29,969
  Less current installments                                                  4,616              11,987
                                                                     -----------------------------------------
                                                                     -----------------------------------------
                                                                          $ 24,621           $  17,982
                                                                     =========================================

</TABLE>

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

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

The  Company's  Revolver  allows  for a $10,000  line of  credit,  subject  to a
borrowing base calculation,  to fund various corporate needs. The Company agreed
to reduce the amount  available  under the Revolver by any proceeds  from income
tax carry backs  attributable to 2002 losses and specific claims currently being
negotiated.  During the second quarter,  the Company  received $780 for tax loss
carry  backs and has  reduced the  Revolver  cap to $9,220.  Interest is payable
monthly based on a quarterly cash flow leverage  calculation  and the prevailing
LIBOR rate. This facility matures in January 2004. The credit facility prohibits
the payment of cash dividends on common stock without the prior written  consent
of the lender.  The Company had $7,659  outstanding  under this line at June 30,
2003 at an interest rate of 3.7%.  The Company had $1,561  available  under this
line at June 30, 2003.

The Company  drew  $14,250 on the Tempco Term Loan on April 2, 2001.  The Tempco
Term Loan requires  interest payments only for six months then 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, 2003.

The  Versaform  Term Loan was issued for $11,000 on May 14, 2002.  The Versaform
Term Loan  requires  monthly  principal  and interest  payments over three years
using a seven year  amortization and bears interest at the ninety day LIBOR plus
3%. The interest rate was 4.3% at June 30, 2003.

<PAGE>


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

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

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

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

6. Business Segment Information

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

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

<TABLE>
<CAPTION>

                                                      Three Months Ended June 30,             Six Months Ended June 30,
                                                        2002               2003                2002                2003
                                                 -------------------------------------------------------------------------------
<S>                                              <C>                 <C>               <C>                <C>

Net sales:
   Sheet Metal                                       $  14,816           $  16,037         $  26,970           $  33,201
   Machining and Technology                              5,539               2,828            11,293               6,506
                                                 -------------------------------------------------------------------------------
                                                     $  20,355           $  18,865         $  38,263           $  39,707
                                                 ===============================================================================
Income (loss) before income taxes:
    Sheet Metal                                     $     (306)        $      (777)          $  (541)          $  (2,284)
    Machining and Technology                             1,045                (400)            2,023                (425)
                                                 -------------------------------------------------------------------------------
                                                    $      739           $  (1,177)          $ 1,482           $  (2,709)
                                                 ===============================================================================

</TABLE>

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


<PAGE>


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

7. Comprehensive Income (Loss)

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

<TABLE>
<CAPTION>
                                                       Three Months Ended June 30,        Six Months Ended June 30,
                                                          2002             2003            2002             2003
                                                    --------------------------------------------------------------------
<S>                                                 <C>           <C>             <C>            <C>

Net income (loss)                                       $ 462          $ (739)          $ 926         $ (1,697)
Other comprehensive income (loss):
     Unrealized gain (loss) on investments                 96              -              (19)              -
     Foreign currency translation adjustments              34              42              34               73
                                                    --------------------------------------------------------------------
Comprehensive income (loss)                               $ 592          $(697)          $941        $   (1,624)
                                                    ====================================================================

</TABLE>


8. Subsequent Event

On July 23,  2003,  the  Company  announced  plans to  reduce  its St.  Charles,
Missouri  workforce by approximately  25% and exit certain leased  facilities in
St.  Charles  in  connection  with its plan to  reduce  operating  expenses  and
increase  efficiency,  as outlined  in Note 1. As required by SFAS No. 146,  the
cost of severance and exiting the leased facilities,  estimated at $300, will be
expensed as incurred principally in the third quarter of 2003.


<PAGE>


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

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

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

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

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

OVERVIEW

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

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

<TABLE>
<CAPTION>

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

        Commercial Aircraft                                                    32.9                 27.8
        Corporate and regional aircraft                                        17.7                 27.8
        Military products                                                      23.5                 24.3
        Technology products                                                     9.6                  9.7
        Other (1)                                                              16.3                 10.4
                                                                        --------------------------------------
        Total                                                                 100.0                100.0
                                                                        ======================================

<FN>

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

</FN>
</TABLE>


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

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

RESULTS OF OPERATIONS

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

Sheet Metal Segment

Net Sales.  Net sales for this segment were $16.0  million in the quarter  ended
June 30, 2003,  up 8.1% from $14.8  million in the prior year.  This increase is
primarily  attributable  to the  operations of Versaform,  acquired in May 2002,
which  contributed  $3.4  million  in the second  quarter of 2003,  up from $2.4
million in 2002.

Net sales for use on Boeing commercial  aircraft were $5.8 million in the second
quarter of 2003, up slightly from $5.7 million in 2002.

Net sales for use on corporate  and regional  aircraft  were $4.9 million in the
second  quarter of 2003,  up 6.5% from $4.6  million in 2002 due to increases of
$0.1 million on both Gulfstream and Bombardier programs.

Military  programs  generated net sales of $4.3 million in the second quarter of
2003,  up 59.3%  from $2.7  million  in 2002.  Net sales on the  Company's  F-16
program with Lockheed Martin and a refurbishment  program on the B-52 each added
$0.8 million in the current quarter.

Gross Profit.  Gross profit for the quarter ended June 30, 2003 was $2.2 million
(13.8% of net sales),  down from $2.4 million (16.2% of net sales) in 2002. Cost
reductions  directed toward payroll and controllable  expenses  initiated in all
locations  were offset by start-up  costs at Versaform  on a B-52  refurbishment
program,  a  fuselage  skin  program  for the  767,  and  continuing  production
difficulties with F-16 and C-130 components.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses were $2.8 million in the second quarter of 2003 compared
to $2.6  million in 2002.  The  increase in expenses is mainly  attributable  to
higher  professional  services  fees and the  addition of  Versaform  for a full
quarter in 2003.

Interest Expense. Interest expense for this segment is primarily attributable to
debt issued in conjunction  with the purchase of Versaform.  Interest expense in
the second quarter of 2003 and 2002 was $0.1 million.

Machining and Technology Segment

Net Sales.  Net sales in this segment were $2.8 million in the second quarter of
2003, down 49.1% from $5.5 million in 2003. Net sales for use on laser equipment
were $1.6  million,  down 52.9% from $3.4  million in 2002,  principally  due to
reduced demand from the technology  market served by the Company.  Additionally,
the segment experienced declines in net sales to the military markets with sales
dropping to $0.9 million in the current quarter from $1.7 million in 2003.

Gross Profit. Gross profit for the second quarter of 2003 was $0.2 million (7.1%
of net  sales),  down  from $1.7  million  (30.9%  of net  sales)  in 2002.  The
significant  reduction in sales was met with  reductions in  subcontracting  and
payroll related expenses.  However,  the decline in sales outpaced the segment's
ability  to  reduce  costs.   Future  cost   reductions  are  expected  to  more
appropriately align operating costs with current demand.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  were  $0.4  million  in the  second  quarter  of 2003,
unchanged from the prior year.

Interest  Expense.  Interest expense for this segment is primarily the result of
the acquisition debt related to the purchase of Tempco Engineering. Interest was
$0.2 million in both the second quarter of 2003 and 2002.

Non-Operating Expenses

Interest  Expense.  Interest  expense  not  assigned to  segments  results  from
borrowings for general corporate requirements, predominantly under the Company's
revolving line of credit.  In the second  quarter of 2003, the Company  incurred
interest  expense of $0.1 million  versus a minimal  amount in 2002. The Company
did not have any  amounts  outstanding  on its  revolving  line of credit in the
second quarter of 2002.

Income  Taxes.  Losses in the  second  quarter of 2003  generated  an income tax
benefit of $0.4  million  compared to an income tax  expense of $0.3  million in
2002. The effective tax rate was 37.5% in both 2003 and 2002.

Six months ended June 30, 2003 versus June 30, 2002

Sheet Metal Segment

Net Sales.  Net sales for the Sheet  Metal  segment  were $33.3  million for the
first six months of 2003,  an increase of 23.3% from $27.0 in 2002.  The Company
acquired  Versaform in May 2002 which  contributed $7.5 million in 2003 and $2.4
million in 2002.

Net sales of Boeing commercial aircraft product were $11.0 million in 2003, down
12.0% from  $12.5  million  in 2002.  Net sales on the 737 were $5.2  million in
2003, down from $6.8 million in 2002,  consistent with the decline in production
schedules at Boeing. Additionally,  declines in Boeing's production rates on the
767  resulted  in a  decrease  in net  sales to $0.8  million  in 2003 from $1.4
million in 2002.  Offsetting  these  declines was an increase of $0.9 million in
net sales for the 747  attributable  to the  recently  established  distribution
facility in Tulsa.

Product used in corporate and regional  aircraft  generated $11.0 million in the
first half of 2003,  up 69.2%  from $6.5  million in 2002.  The  acquisition  of
Versaform  contributed  $4.5 million to corporate and regional net sales in 2003
compared to $1.7 million in 2002. Net sales for use on Gulfstream  aircraft were
$8.2 million in 2003,  up from $5.0 million in 2002 due to  acquisitions  and an
offload  program that began in the second quarter of 2002.  Additionally,  sales
for  Bombardier  and Cessna  aircraft and auxiliary  power unit  components  for
Hamilton Sundstrand  generated $2.3 million in 2003, up 43.8% from $1.6 in 2002,
due primarily to acquisitions.

Net sales of military  products were $8.1  million,  up 58.8% from $5.1 million.
This  increase  is  mainly  attributable  to net  sales on a B-52  refurbishment
program  of $1.1  million  in 2003 and net  sales on the  Lockheed  Martin  F-16
program  which added net sales of $3.8 million in 2003  compared to $2.5 million
in 2002.

Gross Profit. Gross profit for the first half of 2003 was $3.8 million (11.4% of
net sales),  down from $4.7 million (17.4% of net sales) in 2002. The decline in
gross profit is primarily attributable to continued production difficulties with
certain military and corporate and regional products. Claims and re-pricing have
been presented to these  customers and  negotiations  are on going.  The Company
expects to complete these negotiations  during the third quarter.  Additionally,
start up costs  on the B-52  refurbishment,  767  fuselage  skin  programs,  and
continuing production  difficulties with F-16 and C-130 components reduced gross
profits.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses were $5.7 million in 2003, an increase from $5.1 million
in 2002.  This increase is primarily the result of higher  professional  service
fees of approximately $0.3 million,  increased payroll costs of $0.2 million and
amortization expense of approximately $0.1 million related to customer contracts
and relationships gained in acquisitions during 2002.

Interest  Expense.  Interest  expense in 2003 was $0.3 million  compared to $0.1
million in 2002. The  acquisition of Versaform  during May 2002 resulted in only
two months of interest expense in 2002 compared to six months in 2003.

Machining and Technology Segment

Net Sales. Net sales for the Machining and Technology  segment were $6.5 million
in the first half of 2003,  down 42.4% from $11.3 million in 2002.  Net sales of
product for laser  equipment  manufacturers  were $4.1 million,  down 34.9% from
$6.3 million in 2002 due to weakness in the  technology  markets.  Additionally,
products used in the military and aerospace markets were down to $1.6 million in
2003 from $3.9 million in 2002.

Gross  Profit.  Gross  profit for the first six months of 2003 was $0.8  million
(12.3% of net sales), a decrease from $3.3 million (29.2% of net sales) in 2002.
Reductions in payroll and  subcontracting  costs were insufficient to offset the
reductions in net sales of 42.4%.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses were $0.8 million in 2003, unchanged from 2002.

Interest Expense. Interest expense during 2003 was $0.4 million, a decrease from
$0.5 million in 2002. Scheduled monthly payments on term loans issued to acquire
Tempco in 2001 have reduced the indebtedness, thereby reducing interest expense.

Non-Operating Expenses

Interest Expense.  Interest expense not assigned to segments was $0.2 million in
2003, up from less than $0.1 million in 2002.  This increase is  attributable to
advances under the Company's revolving line of credit during 2003.

Income Taxes.  Losses in the first half of 2003  generated an income tax benefit
of $1.0 million  compared to an expense of $0.6 million in 2002.  The  Company's
effective income tax rate is 37.5%, unchanged from the prior year.

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

Liquidity and Capital Resources

The Company  experienced  a net loss of $1.7  million in the first six months of
2003.  Cash flow from  operating  activities  generated  $0.1 million during the
first six months.  A  combination  of increased  collection  efforts and reduced
sales late in the second quarter resulted in a reduction of accounts  receivable
of $3.4 million.  Cash was used to fund increases in inventories of $1.8 million
and  reductions  in accounts  payable and accrued  liabilities  of $1.7 million.
Additionally,  the Company  collected  $0.8 million in income tax refunds in the
second quarter of 2003 due to the loss experienced in 2002.

During  the first  half of 2003,  the  Company  spent  $0.6  million  on capital
expenditures.  These  purchases  have  primarily  been  recurring  purchases  to
maintain  sound  operating  capabilities,  a new  mill at the  Company's  Auburn
facility and design and layout  costs for a building the Company  plans to lease
in the San Diego area to consolidate its three locations there.

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

As a part of the  negotiations,  the  bank  also  required  an  increase  in the
interest rate on the revolving credit facility of 0.25%, restrictions on capital
expenditures,  and a fee of $25,000. Additionally, the bank required the Company
to retain a financial  consultant to work with management to analyze  operations
and cash management which it has done.  Independently,  in the second quarter of
2003,  the Company has  undertaken  a plan to reduce  operating  expenses at all
facilities with primary  emphasis on the St. Charles  facility.  These immediate
cost savings include  reductions in overtime worked and  controllable  expenses.
Management,  in conjunction with the financial consultant,  submitted a plan for
improving operating  performance to the bank on July 1, 2003. This plan included
a reduction  in  employment  levels at the  Company's  St.  Charles  facility of
approximately 60 people, realignment of reporting responsibilities and operating
metrics,  the  initiation of a raw material cut to size contract with a supplier
to reduce the administrative and operational management of raw material, and the
consolidation  of  operations  into  two  facilities  from  the  four  currently
occupied.  Severance  and  relocation  costs are  estimated to be $0.3  million,
principally  in the third  quarter of 2003.  Additionally,  the  Company's  plan
outlined  adjustments to staffing levels at other locations if additional orders
were not  received  during  the third  quarter.  The  Company  had $6.8  million
outstanding on the revolving credit facility as of August 2, 2003.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

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

Item 4.  Controls and Procedures.

As of June 30, 2003,  the Company's  management,  under the  supervision  of its
Chief  Executive  Officer  and  Chief  Financial  Officer,  have  evaluated  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures (as defined in Exchange Act Rules 13a-14 (c) and 15d-14 (c) under
the Securities Exchange Act of 1934).

Prior  to and  during  this  evaluation,  certain  significant  deficiencies  in
internal  controls  existed  related to the  accounting for inventory that could
adversely affect the Company's ability to record, process, summarize, and report
financial information in a timely manner. These deficiencies relate primarily to
the decentralized nature of accounting for inventory, including:

     o   Limited information  technology resources for valuation,

     o   Insufficient review of inventory accounts, and

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

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

     o   Additional analysis and reconciliation procedures have been implemented
         related to inventory valuation

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

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

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

Management,  including the Chief Executive Officer and Chief Financial  Officer,
believes  the results of the  corrective  actions  begun by the Company in April
2003,  as  outlined   above,   are  effective  in  addressing  the   significant
deficiencies  in internal  controls over  inventory.  Except for the  disclosure
above,  the Chief Executive  Officer and Chief Financial  Officer have concluded
that the  Company's  disclosure  controls and  procedures  are  effective in all
material respects in ensuring that material information required to be disclosed
in the  periodic  reports the Company  files with the  Securities  and  Exchange
Commission is recorded,  processed,  summarized and reported in a timely manner.
Subsequent to the date of the evaluation,  the Company's Chief Executive Officer
and Chief Financial  Officer have concluded that there were no other significant
changes in internal controls.

<PAGE>


                                     PART II

                                OTHER INFORMATION

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

(a)  The 2003 annual meeting of stockholders was held on June 27, 2003.

(b)  Thomas Unger was elected as a director at the 2003 annual meeting.

     Directors whose terms of office continue after the special meeting are
     the following:

                  Ronald S. Saks                     Joseph Burstein
                  Brian D. Geary                     Sanford S. Neuman
                  Duane E. Hahn

(c)  The following table gives a brief  description of each matter voted upon at
     the above-referenced annual meeting and, as applicable, the number of votes
     cast for,  against or withheld,  as well as the number of  abstentions  and
     broker non-votes:

<TABLE>
<CAPTION>
                                                                                                         Broker
        Description                                     For         Against    Withheld    Abstentions   Non-votes

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

        1. Election of Director:                        7,634,622   31,150     N/A         N/A           N/A
           Thomas Unger

        2. Ratification of the appointment of
           Ernst & Young LLP as the Company's
           independent auditors                         7,638,472   18,000     N/A         9,300         N/A

<FN>

         ------------------------
         N/A = Not Applicable

</FN>
</TABLE>



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

(a)  Exhibits:

         Exhibit Number                              Description

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

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

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

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

         (i)     On April  23,  2003,  the  Company  filed a Report  on Form 8-K
                 reporting  the Eleventh  Amendment  entered into by the Company
                 and  Union  Planters  Bank,  N.A.  (the  "Bank"),  to the  Loan
                 Agreement dated as of August 15, 1996 between  Leonard's Metal,
                 Inc.,  the  predecessor  in interest to the Company,  and Magna
                 Bank, National Association,  the predecessor in interest to the
                 Bank;

         (ii)    On April  30,  2003,  the  Company  filed a Report  on Form 8-K
                 reporting  the  resignation  of Thomas M. Gunn, a member of the
                 Company's  Board of Directors  since 1998,  effective April 21,
                 2003;

         (iii)   On May 29,  2003,  the  Company  filed  a  Report  on Form  8-K
                 reporting  the filing of an amendment on Form 10-K/A on May 29,
                 2003,  to  correctly   reflect  the  amount  of  its  long-term
                 liabilities  of its  Consolidated  Balance  Sheet  for the year
                 ended December 31, 2002 due to a typographical error.




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




<PAGE>


EXHIBIT INDEX

     Exhibit
     Number        Description

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

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

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