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, 1999.

[ ]      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                                 63302
(Address of Principal Executive Offices)                    (ZIP Code)

                                 (314) 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.

                                                  Number of Shares outstanding
Title of class of Common Stock                      as of September 30, 1999
------------------------------                    ----------------------------

Common Stock, par value $.02 per share                      8,125,761

<PAGE>

                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                FOR THE FISCAL QUARTER ENDING SEPTEMBER 30, 1999

                          PART I. FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets as
         of December 31, 1998 and September 30, 1999

         Condensed Consolidated Statements of Operations
         for the three months and the nine months
         ending September 30, 1998 and 1999

         Condensed Consolidated Statements of Cash Flows
         for the nine months ending September 30, 1998
         and 1999

         Notes to Unaudited Condensed Consolidated
         Financial Statements


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


                           PART II. OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K


SIGNATURE PAGE


EXHIBIT INDEX

<PAGE>

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



                                                December 31,       September 30,
                                                    1998                1999
                                                                    (unaudited)
                                               ---------------------------------
Assets
Current assets:
   Cash and cash equivalents                      $ 11,945            $  7,991
   Investments                                       1,250                  --
   Trade accounts receivable                         7,535               7,579
   Inventories                                      12,619              13,591
   Prepaid expenses                                    279                 321
   Other current assets                                256                 564
   Deferred income taxes                               876                 876
                                               ---------------------------------
Total current assets                                34,760              30,922

Property, plant, and equipment, net                 19,489              21,395
Other assets                                         1,934               1,992
                                               ---------------------------------
                                                  $ 56,183            $ 54,309
                                               =================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                               $  3,768            $  3,671
   Accrued expenses                                  2,437               1,782
   Income taxes payable                                442                  --
   Current installments of long-term debt              142                 106
                                               ---------------------------------
Total current liabilities                            6,789               5,559

Long-term debt, less current installments            2,732               2,655
Deferred income taxes                                1,371               1,371
                                               ---------------------------------
Total noncurrent liabilities                         4,103               4,026

Stockholder's equity:
   Common stock of $.02 par value;
     authorized 28,000,000 shares;
     issued 8,734,422 at December 31, 1998
     and at September 30, 1999                         175                 175
   Additional paid-in capital                       26,164              26,120
   Treasury Stock, at cost, 384,000 and
     608,661 shares in 1998 and 1999                (2,628)             (3,738)
   Retained earnings                                21,580              22,167
                                               ---------------------------------
Total stockholder' equity                           45,291              44,724
                                               =================================
                                                  $ 56,183            $ 54,309
                                               =================================

See accompanying notes.

<PAGE>

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

                                  For the Three Months       For the Nine Months
                                  Ended September 30         Ended September 30
                                    1998        1999          1998        1999
                                ------------------------------------------------

Net sales                        $ 15,165    $ 12,382     $ 47,158      $38,362
Cost of sales                      10,454      11,345       32,798       31,670
                                ------------------------------------------------
Gross profit                        4,711       1,037       14,360        6,692

Selling, general, and
 administrative expenses            2,267       2,031        6,000        6,155
                                ------------------------------------------------
Income/(loss) from operations       2,444        (994)       8,360          537

Interest (expense)/income              84          54         (379)         203
                                ------------------------------------------------

Income/(loss) before income
taxes                               2,528        (940)       7,981          740
Provision for income taxes            850        (329)       2,921          152
                                ================================================
Net income/(loss)                $  1,678      $ (611)    $  5,060     $    588
                                ================================================

Net income/ (loss) per common
   share                           $  .19      $ (.08)       $ .74        $ .07
                                ================================================

Net income/(loss) per common
   share - assuming dilution       $  .19      $ (.08)       $ .72        $ .07
                                ================================================

Weighted average common
   shares outstanding           8,675,074   8,128,803    6,870,833    8,226,799
                                ================================================
Weighted average dilutive
   stock options outstanding      167,209     102,814      147,205      117,475
                                ================================================


See accompanying notes.

<PAGE>

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

                                                      For the Nine Months
                                                      Ended September 30
                                                    1998              1999
                                               ------------------------------
Operating activities
Net income                                         $ 5,060           $  588
Adjustments to reconcile net income to
  net cash provided by operating activities:
   Net cash provided by operating activities:
     Depreciation and amortization                   1,915            2,422
     Changes in operating assets
       and liabilities:
       Trade accounts receivable                   (1,635)              (44)
       Inventories                                 (1,617)             (972)
       Prepaid expenses and other assets              (98)             (688)
       Income taxes payable                          (141)             (442)
       Accounts payable                               (23)              (97)
       Accrued expenses                             1,728              (655)
                                               ------------------------------
Net cash from operating activities                  5,189               112

Investing activities
Additions to property, plant, and
  equipment, net                                   (3,991)           (4,048)
Purchases of investments                               --              (210)
Proceeds from sale of investments, net                 --             1,460
Acquisition of company, net of
  cash acquired                                    (2,791)               --
                                               ------------------------------
Net cash from investing activities                 (6,782)           (2,798)

Financing activities
Proceeds from issuance of long-term debt            2,073                --
Principal payments on long-term debt               (9,247)             (113)
Treasury stock transactions, net                       --            (1,167)
Proceeds from subscriptions receivable                600
Proceeds from issuance
  of common stock, net                             25,537                --
Proceeds from exercise of stock options                29                12
                                               ------------------------------
Net cash from financing activities                 16,922            (1,268)

Net change in cash and cash equivalents            15,399            (3,954)
Cash and cash equivalents,
  beginning of period                                 244            11,945
                                               ==============================
Cash and cash equivalents,
  end of period                                  $ 15,643          $  7,991
                                               ==============================

See accompanying notes.

<PAGE>

                               LMI Aerospace, Inc.
              Notes to Condensed Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data))
                                   (Unaudited)
                               September 30, 1999

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
industry.  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; and Irving, Texas.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally  accepted  accounting  principles  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,
1999 are not necessarily  indicative of the results that may be expected for the
year ended  December  31, 1999.  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, 1998 as filed with the SEC.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles  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. Initial Public Offering

In April,  1998,  the Company's  Board of Directors  authorized  the filing of a
registration  statement with the Securities and Exchange  Commission relating to
an initial public offering of the Company's unissued common stock. In connection
with the initial public  offering,  the Company  effected a  2.29-for-one  stock
dividend of the Company's  common stock payable June 1, 1998 to  shareholders of
record on May 1, 1998. All references in the accompanying  financial  statements
to the number of shares of common stock and per common  share  amounts have been
retroactively adjusted to reflect the stock dividend. In addition, the Company's
capital  structure was changed to reflect  28,000,000 shares of common stock and
2,000,000  shares of preferred  stock  authorized.  In June,  1998,  the Company
completed its initial public offering selling  2,645,000  shares  (including the
underwriters 15 percent over allotment) at $10.00 per share ($23.5 million after
fees and expenses of $2.9 million).

3. Acquisition

On August 25, 1998, the Company  acquired the assets of Precise  Machine Company
("Precise"),  based in Irving,  Texas. Precise  manufactures  precision machined
components  used  primarily  by the defense,  aerospace  and  financial  service
industries.  The purchase  price for the net assets  acquired was  approximately
$2,791 in cash.

This acquisition has been accounted for by the purchase method, and accordingly,
the results of operations were included in the Company's Condensed  Consolidated
Statements of Income from the date of  acquisition.  The purchase price has been
allocated to the assets  acquired and  liabilities  assumed  based on their fair
value at the date of the acquisition.  The excess of the purchase price over the
fair value of net assets acquired,  totaling $1,461,  was allocated to goodwill,
and  is  being  amortized  over  a  25-year  period  on a  straight-line  basis.
Accumulated   amortization   of  goodwill   through   September   30,  1999  was
approximately $67.

4. Inventories

Inventories consist of the following:

                                         December 31,        September 30,
                                             1998                 1999
                                     ------------------------------------------
Raw materials                               $ 3,483              $4,236
Work in process                               3,717               4,081
Finished goods                                5,419               5,274
                                     ==========================================
                                           $ 12,619            $ 13,591
                                     ==========================================

<PAGE>

5. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

                                          December 31,        September 30,
                                              1998                 1999
                                      ------------------------------------------
Land                                       $      690              $   705
Buildings                                       8,714               11,683
Machinery and equipment                        21,660               23,092
Leasehold improvements                            950                  768
Construction in progress                        1,037                  200
Other assets                                      875                1,051
                                      ------------------------------------------
                                               33,926               37,499
Less accumulated depreciation                 (14,437)             (16,104)
                                      ==========================================
                                             $ 19,489             $ 21,395
                                      ==========================================

6. Long-Term Debt

Long-term debt consists of the following:

                                           December 31,        September 30,
                                               1998                 1999
                                        ----------------------------------------
Industrial Development Revenue
   Bond, interest payable monthly,
   at a variable rate                         $ 2,500             $ 2,500
Notes payable, principal and
   interest payable monthly, at
   fixed rates, ranging from
   8.78% to 9.56%
                                                  308                 234
Capital lease obligations                          66                  27
                                        ----------------------------------------
                                                2,874               2,761
Less current installments                         142                 106
                                        ========================================
                                              $ 2,732             $ 2,655
                                        ========================================

On March 31, 1998, the Company obtained a $15,000  unsecured line of credit with
a financial  institution 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 October 31, 2000 and requires  compliance with certain
non-financial and financial  covenants  including minimum tangible net worth and
EBITDA.  The credit  facility  prohibits the payment of cash dividends on common
stock without the financial  institution's  prior written consent.  At September
30, 1999, there are no borrowings under the line of credit.

The Industrial  Revenue Bond ("IRB") bears interest at a variable rate, which is
based on the existing market rates for comparable  outstanding  tax-exempt bonds
(4.2  percent and 3.8  percent at December  31,  1998 and  September  30,  1999,
respectively),  not to  exceed 12  percent.  The IRB is  secured  by a letter of
credit by a financial institution,  which holds 100 percent participation in the
letter of credit and has a security  interest  in  certain  equipment.  The bond
matures in November 2000.

The Company  entered  into  various  notes  payable for the  purchase of certain
equipment.  The notes are  payable in monthly  installments  including  interest
(ranging from 8.78 percent to 9.56 percent  through  November  2002).  The notes
payable are secured by equipment.

7. Commitments and Contingencies

The  Company is  involved  in various  claims and legal  actions  arising in the
ordinary  course  of  business.  In the  opinion  of  management,  the  ultimate
disposition  of these  matters  will not have a material  adverse  effect on the
Company's financial position.


<PAGE>

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

Except for the historical  information  contained  herein,  the following report
contains forward-looking  statements based on the beliefs of the Company and are
subject to certain risks and  uncertainties.  The Company's actual results could
differ  materially  from those  discussed  here.  Factors  that  could  cause or
contribute to such differences  include, but are not limited to, those discussed
below as well as those factors set forth in the Company's other filings with the
Securities and Exchange Commission.

Overview

LMI Aerospace, Inc. is a leader in the fabricating, machining and integrating of
formed close tolerance  aluminum and specialty  alloy  components for use by the
aerospace industry. The Company has been engaged in manufacturing components for
a wide variety of aerospace applications. 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  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,
Northrop  Grumman,  Gulfstream,  Learjet,  Canadair,  DeHavilland  and PPG.  The
Company  manufactures more than 15,000 parts for integration into such models as
Boeing's 737, 747, 757, 767 and 777 commercial  aircraft and F-15, F/A-18,  C-17
military aircraft,  Canadair's RJ regional  aircraft,  Gulfstream's G-IV and G-V
corporate aircraft, and Lockheed Martin's F-16 and C-130 military aircraft.

Results of Operations

Quarter ended September 30, 1999 vs. September 30, 1998

Net  Sales.  Net sales for the  quarter  ended  September  30,  1999 were  $12.4
million,  down from $15.2 million in 1998. Net sales on the 737 Next  Generation
aircraft  increased  during the third  quarter of 1999 to $3.5 million from $3.0
million in 1998. The  reductions in production and inventory  adjustments at the
Company's  largest  customer,  Boeing,  continue  to have  negative  impacts  on
deliveries of components for the 747, dropping to $1.2 million in 1999 from $3.6
million in 1998.  The phase out of the 737 Classic  from  Boeing's  product line
contributed to a reduction in net sales on that model of $0.7 million,  dropping
to $0.3 million from $1.0 million.  New contracts on the Gulfstream G-IV and G-V
aircraft increased the Company's  participation on these models,  with net sales
rising to $1.7 million in 1999 from $1.0 million in 1998.  Net sales on Boeing's
military  aircraft  (principally  the F-15,  F/A 18,  and C-17)  increased  $0.9
million during the quarter to $1.0 million due to a program the Company won late
in 1998.  During the third quarter of 1999,  Boeing announced the potential shut
down of their F-15 production line and notified the Company to halt shipments on
certain outstanding orders. In light of this, net sales related to this aircraft
dropped to $0.1 million in the quarter from  approximately  $0.5 million in both
the first and second quarters of 1999. The future of the F-15 is uncertain,  but
will likely provide little future benefit to the Company.

Gross  Profit.  The  Company's  gross profit fell to $1.0  million  (8.4% of net
sales) for the quarter  from $4.7 million  (31.1% of net sales) in 1998.  During
the quarter,  gross profit was negatively  impacted by the decline in net sales,
resulting in a reduced ability to cover the Company's  fixed costs.  The Company
encountered changes in the manufacturing  process of components produced for the
737 NG which were required to be reworked at an additional cost of $0.3 million,
thereby reducing gross profit for the quarter.  Also, the Company recorded a one
time  charge of $0.2  million  (1.6% of net sales) to  establish  a reserve  for
components and CNC programming on the F-15

Selling,  General, and Administrative Expenses. These expenses were $2.0 million
in 1999  compared  to $2.3  million in 1998,  reflecting  a decrease  in payroll
expense in the quarter.

Income Taxes.  Income tax expense (benefit) is recorded at an effective tax rate
of 35% in the third  quarter  of 1999.  During the third  quarter  of 1998,  the
Company used an effective rate of 37.5%,  net of the recognition of $0.1 million
in state income tax credits.

Nine Months Ended September 30, 1999 vs. September 30, 1998

Net Sales.  Net sales for the first nine months of 1999 totaled  $38.4  million,
down from $47.2  million in 1998, a reduction of 18.7%.  Net sales on all Boeing
commercial  aircraft  dropped by $13.3  million  during the first nine months of
1999 due to the  production  rate declines and inventory  adjustments at Boeing.
The most precipitous  drop has occurred on the 747 model,  where the Company has
experienced  net sales drop to $4.3  million in 1999 from $9.2  million in 1998.
Additionally,  the  Company's net sales on the 737 Classic  aircraft  reduced to
$1.2  million  in 1999 from $4.7  million in 1998 as this model is phased out of
production  by Boeing.  The  reductions  in net sales on these  models have been
partially offset by continued strong shipments on the 737 NG, which  contributed
$9.8  million  during 1999  compared to $9.2  million in 1998,  and by growth in
business with  Gulfstream  and Boeing's  military  unit. Net sales on Gulfstream
aircraft  totaled $3.9 million in 1999, up from $1.8 million in 1998.  Net sales
on Boeing's  military  aircraft  were $3.3  million  during  1999,  up from $0.2
million in 1998.

Gross  Profit.  The  Company's  gross profit fell to $6.7 million  (17.4% of net
sales) in 1999 from $14.4  million  (30.5% of net sales) in 1998.  Reductions in
net sales have provided less coverage of fixed costs during 1999. The previously
mentioned  third  quarter  charges of $0.3  million  for  manufacturing  process
changes and $0.2 million for the pending  shutdown of Boeing's  F-15  production
line had adverse  effects on gross profit in 1999.  Employee  counts have fallen
16.6% since the beginning of 1999,  however the financial  benefit has yet to be
fully recognized as much of the reduction occurred during the third quarter.

Selling,  General,  and  Administrative  Expenses.  Total  selling,  general and
administrative  expenses rose to $6.2 million in 1999 from $6.0 million in 1998.
The majority of this rise was caused by an increase in professional fees.

Income Taxes.  The Company  provision for income taxes is calculated using a 35%
rate.  During 1999, the Company also recognized a benefit of $0.1 million due to
a refund generated by a change in filing status in a certain state.

Liquidity and Capital Resources

During the nine months ended  September 30, 1999, the Company had cash flow from
operations  of  $0.1  million.   The  growth  in  inventories  the  Company  has
experienced in 1999 totaled $1.0 million,  however, the third quarter reflects a
$0.2 million reduction from the peak levels of the second quarter.

Capital  expenditures for 1999 have totaled $4.0 million.  Expansions of the St.
Charles facilities,  which began in 1998 were substantially  complete during the
third quarter and required a total investment of $3.6 million.  During the third
quarter,  the Company  purchased  and placed in service a riveting  and drilling
machine at a total cost of $.01 million to support a new contract for assembling
sections of the Boeing 767 for  Northrop  Grumman.  The Company  does not expect
capital expenditures in the fourth quarter to be substantial.

Year 2000 Readiness Disclosure

The advent of the year 2000 poses  certain  technological  challenges  resulting
from computer technologies that recognize and process calendar years by the last
two digits  rather  than all four digits of such year  (e.g., "98" for  "1998").
Computer  technologies  programmed in this manner may not properly  recognize or
process  a year  that  begins  with  the  digits  "20"  instead  of "19." If not
corrected,  such computer  technologies  could  produce,  among other  problems,
inaccurate, erroneous or unpredictable results or system failures (such failures
and their related impact on business operations hereinafter being referred to as
the "Year 2000 Problem").

To  address  the  Year  2000  Problem,  the  Company,  beginning  in late  1997,
formulated a three-step  plan under which the Company's  information  technology
("IT")  and   non-information   technology,   such  as  embedded  chip  machines
("Non-IT"),  systems would be (i) assessed; (ii) updated, replaced and tested as
necessary, and (iii) monitored for compliance (the "Plan").

As of September 30, 1999, the Company had substantially completed the assessment
phase of the Plan. This phase involves,  among other things,  identification  of
those IT and  non-IT  systems  that were  impacted  in some way by the Year 2000
Problem,  and of such systems,  identifying which are principal to the Company's
principal business operations. As part of this assessment,  the Company reviewed
its principal IT system which was installed in late 1997 as part of a previously
formulated  strategic  growth plan and found it to have  satisfied the Company's
Y2K  concerns.  The  Company  also  identified  the other IT systems  which have
certain  Y2K  concerns  and has  replaced or upgraded  such  programs.  Based on
internal  reviews of the non-IT systems and inquiries made of the  manufacturers
of the non-IT  systems,  the Company  believes that such systems do not have any
material Y2K concerns.  The  assessment of our Tulsa  facility  (which  supplies
services to the other  divisions of the Company and  operates  with a backlog of
less than 30 days) has been  completed and final testing of software  interfaces
will be completed by November 30, 1999.

Updating and  replacing  critical IT systems and  components  was  substantially
completed  by the end of 1997,  as a result of an  upgrade to the  Company's  IT
systems  which had been planned and scheduled  prior to the Company's  review of
the Year 2000  Problem.  One  noncritical  IT system  remains  to be  updated at
September 30, 1999.  The Company has the upgrade and will install it in November
1999.

Monitoring of Y2K concerns generally, is on-going and the Company anticipates it
will  continue  throughout  1999.  Weekly  reviews  are  being  held to  discuss
completion of all open  actions.  All action plans will be completed by November
30, 1999.

During  all phases of the Plan,  the  Company  has  actively  monitored  the Y2K
preparedness  of  its  key  suppliers,   distributors,   customers  and  service
providers.  Based on the  inquiries  made,  correspondence  received  and  other
verification  procedures  conducted,  the Company  believes that its significant
business  partners  are  resolving  their  respective  Year 2000  Problems  in a
reasonable fashion in line with industry practice.

However,  the  Company has had limited  discussions  with its utility  providers
(e.g., electricity,  gas, telecommunications) regarding Y2K concerns. As part of
the Plan, however,  the Company will continue to monitor Y2K disclosures by, and
make certain  inquiries of, key providers  and agencies to the  businesses  that
rely  on  them  and  will  generally   strive  for  Y2K   preparedness   against
industry-wide and geographic Y2K systemic risks comparable to that maintained by
similarly situated organizations exercising appropriate due care.

Because the  Company  had  recently  upgraded  its IT systems  prior to directly
addressing  any Y2K  concerns,  to date,  the Company has incurred an immaterial
amount of costs  that are  directly  attributable  to  addressing  its Year 2000
Problem.  Moreover,  the  Company  expects  additional  Y2K  expenditures  to be
similarly  immaterial.  The Company has funded, and plans to fund, its Year 2000
related expenditures out of general operating income.

The Company believes that it has  substantially  completed its Plan and that all
remaining actions are not significant.  The Company also believes that such Plan
provides a reasonable  course of action to prepare the Company for the year 2000
and significantly reduce the risks faced by the Company with respect to the Year
2000 Problem.  However, the uncertainty of the Year 2000 Problem could lead to a
failure of the Company's Plan which may result in an  interruption in or failure
of certain  normal  business  activities  or  operations.  Such  failures  could
materially  adversely affect the Company's results of operations,  liquidity and
financial condition.

The Company could face some risk from the possible failure of one or more of its
suppliers,   distributors   and  service   providers   to  continue  to  provide
uninterrupted  service  through  the  changeover  to the  year  2000.  While  an
evaluation  of the Year 2000  preparedness  of such parties has been part of the
Company's  Plan, the Company's  ability to evaluate is limited to some extent by
the  willingness of such parties to supply  information  and the ability of such
parties  to  verify  the  Y2K   preparedness  of  their  own  systems  or  their
sub-providers.  The  Company  does  not  currently  anticipate  that any of such
parties will fail to provide continuing service due to the Year 2000 Problem.

The Company, like similarly-situated enterprises, is subject to certain risks as
a result of possible  industry-wide or area-wide  failures triggered by the Year
2000  Problem.  For example,  the failure of certain  utility  providers  (e.g.,
electricity,   gas,  telecommunications)  to  avoid  disruption  of  service  in
connection  with the  transition  from 1999 to 2000 could  materially  adversely
affect the Company's results of operations,  liquidity and financial  condition.
In management's  estimate,  such a system-wide or area-wide failure presents the
most  significant  risk to the Company in connection  with the Year 2000 Problem
because  the  resulting  disruption  may be  entirely  beyond the ability of the
Company to cure. The  significance  of any such  disruption  would depend on its
duration and systemic and geographic  magnitude.  Of course, any such disruption
would likely impact businesses other than the Company.

In order to reduce the risks  enumerated  above,  the Company is developing  and
evaluating contingency plans to deal with events affecting the Company or one of
its business  partners  arising from the Year 2000  Problem.  These  contingency
plans  include  identifying  alternative  suppliers,  distribution  networks and
service providers. Certain catastrophic events (such as the loss of utilities or
the failure of certain governmental bodies to function) are outside the scope of
the Company's  contingency plans, although the Company anticipates that it would
respond to any such catastrophe in a manner designed to minimize  disruptions in
customer  service,  and in full cooperation  with its peer providers,  community
leaders and service organizations.

The  foregoing  discussion of the Company's  Year 2000  Preparedness  contains a
substantial  number of  forward-looking  statements,  indicated by such words as
"expects,"  "believes,"   "estimates,"   "anticipates,"  "plans,"  "assessment,"
"should," "will," and similar words. These forward-looking  statements are based
on the Company's and management's beliefs, assumptions,  expectations, estimates
and projections  any or all of which are subject to future change,  depending on
unknown developments and facts. These forward-looking  statements should be read
in  conjunction  with the  Company's  disclosures  located at the  beginning  of
Management's Discussion and Analysis.

<PAGE>

                                     PART II

                                OTHER INFORMATION


Item 6.     EXHIBITS AND REPORTS ON FORM 8-K.

    (a)     See Exhibit Index.

    (b)     No current reports on Form 8-K have been filed by the Company during
            the quarter ended  September 30, 1999.

<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 15, 1999            By: /s/ Lawrence E. Dickinson
                                        ----------------------------------------
                                        Lawrence E. Dickinson
                                        Chief Financial Officer and Secretary
                                        (duly authorized and principal financial
                                        officer)

<PAGE>


                                  EXHIBIT INDEX

   Exhibit Number        Description
   --------------        -----------

        27             Financial Data Schedule