SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

|X|      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934. For the quarterly period ended March 31, 2000.

|_|      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)

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

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes   X      No
                                  ----        -----

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

   Title of class                                Number of Shares outstanding
   of Common Stock                                    as of March 31, 2000
   ---------------                               ----------------------------

Common Stock, par value $.02 per share                      8,208,248
                                                            ---------


<PAGE>


                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                  FOR THE FISCAL QUARTER ENDING MARCH 31, 2000

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets as
         of December 31, 1999 and March 31, 2000

         Condensed Consolidated Statements of Income for the
         three months ending March 31, 1999 and 2000

         Condensed Consolidated Statements of Cash Flows for the three
         months ending March 31, 1999 and 2000

         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,         March 31,
                                                     1999                2000
                                                                     (unaudited)
                                                 -------------------------------
Assets
Current assets:
   Cash and cash equivalents                        $ 5,908            $  4,270
   Investments                                           --                 541
   Trade accounts receivable                          6,941               7,621
   Inventories                                       15,311              15,168
   Prepaid expenses                                     226                 243
   Other current assets                                 162                 152
   Income taxes receivable                              794                 897
   Deferred income taxes                                720                 720
                                                 -------------------------------
Total current assets                                 30,062              29,612

Property, plant, and equipment, net                  22,345              22,447
Other assets                                          2,262               2,188
                                                 -------------------------------
                                                   $ 54,669            $ 54,247
                                                 ===============================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                $  4,020            $  3,648
   Accrued expenses                                   2,028               2,162
   Current installments of long-term debt             2,597               2,594
                                                 -------------------------------
Total current liabilities                             8,645               8,404

Long-term debt, less current installments               134                 112
Deferred income taxes                                 1,404               1,404
                                                 -------------------------------
Total noncurrent liabilities                          1,538               1,516

Stockholders' equity:
   Common stock of $.02 par value; authorized
     28,000,000 shares; issued 8,734,422 at
     December 31, 1999 and at March 31, 2000            175                 175
   Additional paid-in capital                        26,164              26,164
   Treasury Stock, at cost, 521,175 and
     526,174 shares in 1999
     and 2000                                        (3,046)             (3,060)
   Accumulated other comprehensive income                --                  36
   Retained earnings                                 21,193              21,012
                                                 -------------------------------
Total stockholders' equity                           44,486              44,327
                                                 -------------------------------
                                                   $ 54,669            $ 54,247
                                                 ===============================

See accompanying notes.


<PAGE>


                               LMI Aerospace, Inc.

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

                                             For the Three Months Ended March 31
                                                  1999                   2000
                                           -------------------------------------

Net sales                                      $ 13,530               $  14,761
Cost of sales                                    10,480                  12,520
                                           -------------------------------------
Gross profit                                      3,050                   2,241

Selling, general, and
  administrative expenses                         1,896                   2,535
                                           -------------------------------------
Income (loss) from operations                     1,154                    (294)

Interest income                                      99                      16
                                           -------------------------------------

Income before income taxes                        1,253                    (278)
Provision for income taxes                          438                     (97)
                                           -------------------------------------
Net income (loss)                                $  815                  $ (181)
                                           =====================================

Net income (loss) per common share               $  .10                 $ (0.02)
                                           =====================================

Net income (loss) per common share -
   assuming dilution                             $  .10                 $ (0.02)
                                           =====================================

Weighted average common
  shares outstanding                          8,315,786               8,208,467
                                           =====================================
Weighted average dilutive stock
   options outstanding                          132,639                      --
                                           =====================================


See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                               LMI Aerospace, Inc.

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

                                                             For the Three Months Ended March 31
                                                                   1999                  2000
                                                             -----------------------------------
<S>                                                           <C>                   <C>

Operating activities
Net income                                                       $   815               $  (181)
Adjustments to reconcile net income to

net cash provided by operating activities:
   Net cash provided by operating activities:
     Depreciation and amortization                                   762                   870
     Changes in operating assets and liabilities:
       Trade accounts receivable                                  (1,114)                 (680)
       Inventories                                                  (680)                  143
       Prepaid expenses and other assets                            (302)                   44
       Income taxes payable                                          319                  (103)
       Accounts payable                                             (328)                 (372)
       Accrued expenses                                             (275)                  129
                                                           -------------------------------------
Net cash used in operating activities                               (803)                 (150)

Investing activities
Additions to property, plant, and equipment, net                  (1,360)               (1,140)
Proceeds from sale of property, plant and equipment                   --                   194
Purchases of investments                                            (210)                 (504)
Proceeds from sale of investments, net                             1,460                    --
                                                           -------------------------------------
Net cash used in investing activities                               (110)               (1,450)

Financing activities
Principal payments on long-term debt                                 (45)                  (24)
Treasury stock transactions, net                                    (318)                  (14)
Proceeds from exercise of stock options                                6                    --
                                                           -------------------------------------
Net cash used in financing activities                               (357)                  (38)
Activities

Net change in cash and cash equivalents                           (1,270)               (1,638)
Cash and cash equivalents, beginning of period                    11,945                 5,908
                                                           -------------------------------------
Cash and cash equivalents, end of period                       $  10,675               $ 4,270
                                                           =====================================

</TABLE>


See accompanying notes.


<PAGE>


                               LMI Aerospace, Inc.

                    Notes to Condensed Consolidated Financial
    Statements (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
                                 March 31, 2000

1. Accounting Policies

Basis of Presentation

LMI Aerospace, Inc. (the "Company") is a fabricator, finisher, and integrator of
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 three months ended March 31, 2000
are not necessarily  indicative of the results that may be expected for the year
ended  December  31,  2000.  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, 1999 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.  The Company had  recorded  $481 in  accounts  receivable  and
inventory as of December 31, 1999 and $717 in accounts  receivable and inventory
at March 31,  2000 in excess of  purchase  order  amounts  for change  orders or
claims from customers which management believes are fully recoverable.

During the quarter ended March 31, 2000,  the company  recorded a charge of $373
for exposure related to a customer implementing a reorganization plan.

Investments

The Company's  investments  in marketable  equity  securities  are classified as
"available-for-sale"  and are carried at fair market value,  with the unrealized
gains  and  losses  included,   net  of  income  taxes,  in  accumulated   other
comprehensive income in shareholders' equity.


<PAGE>

2. Acquisitions

On December 27, 1999, the Company  acquired  certain  assets and  liabilities of
U.S.  Hayakawa  Industries,   Inc.   ("Hayakawa"),   an  aerospace  sheet  metal
manufacturing  and machining  firm based in Mukilteo,  Washington.  Hayakawa had
annual sales of approximately $3.5 million in 1999. The Company moved Hayakawa's
sheet metal  production  work and most of its  machining  work to the  Company's
facility in Auburn,  Washington,  with the remainder of the machining work going
to the Company's facility in Irving, Texas. The purchase price was approximately
$1,600 in cash.  The excess of the purchase  price over the fair market value of
the net assets acquired,  totaling $352, was allocated to goodwill, and is being
amortized over a 10-year period on a straight-line basis.

3. Inventories

Inventories consist of the following:

                                                December 31,          March 31,
                                                    1999                 2000
                                             -----------------------------------
Raw materials                                      $ 4,140             $ 3,935
Work in process                                      4,053               4,151
Finished goods                                       7,118               7,082
                                             -----------------------------------
                                                  $ 15,311            $ 15,168
                                             ===================================

4. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

                                                December 31,          March 31,
                                                    1999                 2000
                                             -----------------------------------
Land                                            $      705           $      705
Buildings                                           11,873               11,925
Machinery and equipment                             24,522               24,566
Leasehold improvements                                 770                  774
Construction in progress                               114                  903
Other assets                                         1,096                1,016
                                             -----------------------------------
                                                    39,080               39,889
Less accumulated depreciation                      (16,735)             (17,442)
                                             -----------------------------------
                                                  $ 22,345             $ 22,447
                                             ===================================


<PAGE>

5. Long-Term Debt

Long-term debt consists of the following:

                                                 December 31,         March 31,
                                                    1999                 2000
                                              ----------------------------------
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%                         215                 194
Capital lease obligations                               16                  12
                                              ----------------------------------
                                                     2,731               2,706
Less current installments                            2,597               2,594
                                              ----------------------------------
                                                   $   134             $   112
                                              ==================================


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 March 31,
2000, 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
(5.6  percent  and 4.1  percent  at  December  31,  1999  and  March  31,  2000,
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.

6. 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 that involve 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 in the section entitled Management's  Discussion and
Analysis of Financial Conditions and Results of Operations.

Overview

LMI Aerospace,  Inc. is a leader in  fabricating,  machining and  integrating of
formed close tolerance  aluminum and specialty  alloy  components for use by the
aerospace 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-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.

Quarter Ended March 31, 2000 vs. March 31, 1999

Net Sales. Net sales for the quarter were $14.8 million,  up 9.1% from the first
quarter of 1999.  Shipments  to  customers  for  ultimate  assembly  into Boeing
commercial  aircraft  represented  56.8% in 1999 of net sales  for the  quarter.
During the quarter,  shipments on the 737NG were $3.9  million,  up $0.6 million
from the first quarter of 1999.  The Company's  strategic  plan to diversify its
customer and aircraft base has begun to show some results.  In the first quarter
of 2000,  shipments  on  Gulfstream's  G-IV and G-V were $2.0  million,  up $1.2
million from 1999. Also, new contracts for tools and parts on Lockheed  Martin's
F-16  contributed  $0.8 million in 2000,  up $0.5  million  from 1999.  Sales on
Boeing military  aircraft were down $0.7 million in the first quarter of 2000 to
$0.5 million.  Shut down of the F-15  production line accounted for $0.6 million
of this decrease.

Gross  Profit.  Gross profit  during the first  quarter of 2000 was $2.2 million
(15.2% of net sales), down from $3.1 million (22.5% of net sales). Manufacturing
costs were negatively  impacted by start up costs on newer contracts,  including
components and  assemblies  for the under-wing  fuselage of the 767 and winglets
for the 737NG.  The  start-up of this new work has also  required the Company to
sub-contract  certain  components and tooling to meet customer  delivery  dates,
driving up manufacturing costs by $0.4 million.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  ("SG&A") expenses increased in the first quarter of 2000 by $0.6
million.  Included in SG&A is a one-time  charge of $0.4  million to establish a
reserve for exposure related to a customer  implementing a reorganization  plan.
An increase in professional services accounted for $0.1 million.

Liquidity and Capital Resources

The Company decreased its cash reserves during the first quarter of 2000 by $1.1
million,  net of investments in marketable equity  securities  purchased of $0.5
million.  Cash flow used by operations was $0.2 million as the increased revenue
during the  quarter  caused a growth in  accounts  receivable  of $0.7  million.
Accounts payable decreased by $0.4 million,  mainly attributable to payments for
property taxes.

Capital expenditures were higher than expected as the Company replaced a bladder
press in its Wichita  facility at a total cost of $0.6 million.  The old bladder
press is being  repaired  and will likely be offered for sale during  2000.  The
Company  also  purchased  four drop  hammers  for $0.2  million to support a new
program.  The Company expects to limit capital  expenditures to $1.5 million for
the balance of the year.

Impact of Year 2000

The advent of the year 2000 posed  certain  technological  challenges  resulting
from concern that computer  technologies that recognized and processed  calendar
years by the last two digits rather than all four digits of each year (e.g. "98"
for "1998") would not properly  process the year 2000 and subsequent  years. The
risks to the Company  and the  Company's  Year 2000 plan and related  mitigation
efforts had been described in the Company's most recent quarterly report on Form
10-Q for the quarter ended September 30, 1999.

<PAGE>

         In late 1999, the Company completed its plan, including all remediation
and  testing  of  systems.  As a result  of those  planning  and  implementation
efforts, the Company experienced no significant  disruptions in mission critical
information technology and non-information technology systems and believes those
systems  successfully  responded  to the Year  2000  date  change.  The  Company
expensed less than $0.1 million during 1999 in connection  with  remediating its
systems.  The Company is not aware of any material problems  resulting from Year
2000 issues, either with its products,  its internal systems or the products and
services of third parties.  However,  because the Company's continued compliance
in calendar  2000 is dependent on the  continued  compliance  of third  parties,
there can be no assurance  that the  Company's  efforts  alone have resolved all
Year  2000  issues  or that key  third  parties  will not  experience  Year 2000
compliance  failures as calendar 2000  progresses.  The Company will continue to
monitor its mission  critical  computer  applications and those of its suppliers
and vendors throughout the year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.


                                     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 March 31, 2000.


<PAGE>


                                   SIGNATURES

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


                                   LMI AEROSPACE, INC.



Date:  May 15, 2000                By:  /s/ Lawrence E. Dickinson
                                       -----------------------------------------
                                       Lawrence E. Dickinson
                                       Chief Financial Officer and Secretary

<PAGE>



                                  EXHIBIT INDEX

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

        27               Financial Data Schedule