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, 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.

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

   Common Stock, par value
   $.02 per share                             8,129,595
                                             -----------


<PAGE>
                               LMI AEROSPACE, INC.

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

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

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

         Condensed  Consolidated  Statements  of Income for the three months and
         the six months ending June 30, 1998 and 1999

         Condensed Consolidated Statements of Cash Flows for the
         six months ending June 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 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.
                      Condensed Consolidated Balance Sheets
             (Amounts in thousands, except share and per share data)



                                                December 31,          June 30,
                                                    1998                1999
                                                                    (unaudited)
                                                --------------------------------
Assets
Current assets:
   Cash and cash equivalents                      $ 11,945            $  8,794
   Investments                                       1,250                  --
   Trade accounts receivable                         7,535               7,762
   Inventories                                      12,619              13,781
   Prepaid expenses                                    279                 247
   Other current assets                                256                 232
   Deferred income taxes                               876                 876
                                                --------------------------------
Total current assets                                34,760              31,692

Property, plant, and equipment, net                 19,489              20,848
Other assets                                         1,934               2,121
                                                --------------------------------
                                                  $ 56,183            $ 54,661
                                                ================================

Liabilities and stockholders' equity
  Current liabilities:
   Accounts payable                               $  3,768            $  3,116
   Accrued expenses                                  2,437               2,058
   Income taxes payable                                442                 (27)
   Current installments of long-term debt              142                 113
                                                --------------------------------
Total current liabilities                            6,789               5,260

Long-term debt, less current installments            2,732               2,679
Deferred income taxes                                1,371               1,371
                                                --------------------------------
Total noncurrent liabilities                         4,103               4,050

Stockholders' equity:
   Common stock of $.02 par value;
     authorized 28,000,000 shares; issued
     8,734,422 at December 31, 1998
     and at June 30, 1999                              175                 175
   Additional paid-in capital                       26,164              26,120
   Treasury Stock, at cost, 384,000 and
     604,827 shares in 1998
     and 1999                                       (2,628)             (3,723)
   Retained earnings                                21,580              22,779
                                                --------------------------------
Total stockholders' equity                          45,291              45,351
                                                ================================
                                                  $ 56,183            $ 54,661
                                                ================================

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

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

                                             For the Three Months Ended June 30           For the Six Months Ended June 30
                                                1998                     1999                 1998                   1999
                                       ------------------------------------------------------------------------------------------
<S>                                      <C>                      <C>                 <C>                     <C>

Net sales                                     $ 15,657                $ 12,449             $ 31,993               $ 25,979
Cost of sales                                   10,841                   9,896               22,343                 20,325
                                       ------------------------------------------------------------------------------------------
Gross profit                                     4,816                   2,553                9,650                  5,654

Selling, general, and administrative
expenses                                         1,850                   2,176                3,734                  4,123
                                       ------------------------------------------------------------------------------------------
Income from operations                           2,966                     377                5,916                  1,531

Interest (expense)/income                         (209)                     50                 (462)                   150
                                       ------------------------------------------------------------------------------------------

Income before income taxes                       2,757                     427                5,454                  1,681
Provision for income taxes                       1,034                      42                2,072                    482
                                       ==========================================================================================
Net income                                    $  1,723                   $ 385             $  3,382               $  1,199
                                       ==========================================================================================

Net income per common share                      $ .29                   $ .05                $ .57                  $ .14
                                       ==========================================================================================

Net income per common share -
   assuming dilution                             $ .28                   $ .05                $ .56                  $ .14
                                       ==========================================================================================

Weighted average common shares
   outstanding                               5,988,860               8,258,720            5,948,666              8,276,591
                                       ==========================================================================================
Weighted average dilutive stock
   options outstanding                         149,346                 116,181              131,478                122,507
                                       ==========================================================================================

</TABLE>

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>


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

                                                                For the Six Months Ended June 30
                                                                   1998                1999
                                                           -----------------------------------------
<S>                                                           <C>                  <C>

Operating activities
Net income                                                       $ 3,382              $  1,199
Adjustments to reconcile net income to

net cash provided by operating activities:
   Net cash provided by operating activities:
     Depreciation and amortization                                 1,246                 1,552
     Changes in operating assets and liabilities:
       Trade accounts receivable                                  (1,133)                 (227)
       Inventories                                                  (839)               (1,162)
       Prepaid expenses and other assets                            (103)                 (307)
       Income taxes payable                                          (92)                 (469)
       Accounts payable                                              529                  (652)
       Accrued expenses                                              807                  (379)
                                                           ------------------------------------------
Net cash from operating activities                                 3,797                  (445)

Investing activities
Additions to property, plant, and equipment, net                  (3,160)               (2,735)
Purchases of investments                                              --                  (210)
Proceeds from sale of investments, net                                --                 1,460
                                                           -----------------------------------------
Net cash from investing activities                                (3,160)               (1,485)

Financing activities
Proceeds from issuance of long-term debt                           2,073                    --
Principal payments on long-term debt                              (2,068)                  (82)
Treasury stock transactions, net                                      --                (1,151)
Payments for consummation of initial public offering                (492)                   --
Proceeds from exercise of stock options                               29                    12
                                                           -----------------------------------------
Net cash from financing activities                                  (458)               (1,221)
Activities

Net change in cash and cash equivalents                              179                (3,151)
Cash and cash equivalents, beginning of period                       244                11,945
                                                           =========================================
Cash and cash equivalents, end of period                        $    423              $  8,794
                                                           =========================================

</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)
                                  June 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 six months ended June 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 $1,557,  was allocated to goodwill,
and  is  being  amortized  over  a  25-year  period  on a  straight-line  basis.
Accumulated  amortization  of goodwill  through June 30, 1999 was  approximately
$55.

<PAGE>

4. Inventories

Inventories consist of the following:

                                           December 31,          June 30,
                                               1998                1999
                                      ------------------------------------------
Raw materials                                $ 3,483             $ 4,029
Work in process                                3,717               4,018
Finished goods                                 5,419               5,734
                                      ==========================================
                                            $ 12,619            $ 13,781
                                      ==========================================

5. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

                                           December 31,            June 30,
                                                1998                 1999
                                      ------------------------------------------
Land                                       $      690             $    691
Buildings                                       8,714                8,817
Machinery and equipment                        21,660               22,335
Leasehold improvements                            950                  764
Construction in progress                        1,037                2,884
Other assets                                      875                  986
                                      ------------------------------------------
                                               33,926               36,477
Less accumulated depreciation                 (14,437)             (15,629)
                                      ==========================================
                                             $ 19,489             $ 20,848
                                      ==========================================

6. Long-Term Debt

Long-term debt consists of the following:

                                              December 31,           June 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                 253
Capital lease obligations                             66                  39
                                           -------------------------------------
                                                   2,874               2,792
Less current installments                            142                 113
                                           =====================================
                                                 $ 2,732             $ 2,679
                                           =====================================


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 March 30, 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 June 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  June  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  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 June 30, 1999 vs. June 30, 1998

Net Sales.  Net sales for the quarter  ended June 30,  1999 were $12.4  million,
down from $15.7  million in 1998.  Shipments  remained  strong on the Boeing 737
Next  Generation,  contributing  $2.9 million in the current quarter compared to
$2.8  million  in 1998.  The  Company  continues  to feel the  impact of reduced
requirements and inventory  adjustments  caused by production rate reductions on
the  Boeing  747.  Net sales on the 747  program  were down $2.9  million in the
quarter to $1.4 million.  Also impacting the quarter was the continuation of the
phase out of the Boeing  737  Classic,  which  resulted  in a  decrease  of $1.2
million in the quarter to $0.3 million. Offsetting a portion of this decline was
the beneficial impact of sales on Boeing's F-15, F/A-18, and C-17, a program the
Company  began  shipping  in the fourth  quarter of 1998,  which  produced  $1.2
million  of net  sales in the  second  quarter.  Additionally,  Precise  Machine
Company, acquired in August 1998, contributed $1.1 million in the quarter.

Gross  Profit.  The Company  experienced a decline in gross profit in the second
quarter of 1999, dropping to $2.6 million (20.5% of net sales) from $4.8 million
(30.8% of net sales).  The  production  rate  declines  at Boeing  have  reduced
production  lot  quantities,  thereby  reducing  efficiencies,  and the  overall
decline  in  net  sales  has  reduced  fixed  overhead  coverage.  Additionally,
manufacturing payroll costs and fringes did not decrease commensurately with the
reduction  in net  sales,  totalling  $6.3  million  in the  quarter,  a  slight
reduction  from  $6.5  million  in  the  second  quarter  of  1998,  but a  more
significant  reduction from the $6.7 million in the first quarter of 1999.  This
reduction is due to a 8.8% headcount reduction from the beginning of 1999.

Selling,  General and  Administrative  Expenses.  These expenses  climbed in the
second  quarter of 1999 to $2.2 million from $1.9 million in 1998.  The majority
of this  increase  was caused by  increases  in payroll and fringe costs of $0.1
million and  professional  fees  related to legal,  accounting,  and  employment
searches of $0.1 million.

Interest  (Expense)/Income.  Interest  expense declined in the second quarter of
1999 to $0.1  million  from $0.2  million in 1998 due to the  extinguishment  of
certain  outstanding  debt  in  conjunction  with  the  public  offering  of the
Company's  common stock in June 1998.  Interest income on the unused proceeds of
the public offering of the Company's common stock was $0.1 million. There was no
interest income in the second quarter of 1998.

Income Taxes.  During the second quarter of 1999,  the Company  recorded a state
income tax refund from the prior year of $0.1 million. Excluding the refund, the
Company  record  income  taxes at a rate of 35% in the  second  quarter of 1999,
compared to 37.5% in the second quarter of 1998.

Six Months Ended June 30, 1999 vs. Six Months Ended June 30, 1998

Net Sales.  Net sales for the six months ended June 30, 1999 were $26.0 million,
down  from  $32.0  million  in 1998.  The  Company's  net  sales on the 737 Next
Generation  were $6.3  million  during  the first six  months of 1999,  a slight
increase of $0.1 million over 1998.  Net sales on the 747 were down $5.5 million
to $3.1 million as a result of production rate cuts and inventory  reductions by
Boeing and its major  subcontractors.  Net sales on the 737 Classic dropped $2.8
million, contributing $0.8 million in the six months ended June 30, 1999 as this
model is  phased  out of  production.  Shipments  on a new  program  to  produce
components on Boeing's F-15,  F/A-18,  and C-17 aircraft increased net sales for
the six months ended June 30, 1999 by $2.0 million. Precise Machine Company also
added net sales for the current year of $2.3 million.

Gross  Profit.  Gross  profit for the six months  ended June 30, 1999 dropped to
$5.7 million  (21.8% of net sales) from $9.7 million  (30.2% of net sales).  The
Company's  decision  to manage  headcount  levels  through the  production  rate
declines while preparing for new work,  principally from Gulfstream and Lockheed
Martin, caused payroll and related fringe benefit costs to remain basically flat
at $13.1  million for the six months ended June 30, 1999 versus $13.0 million in
1998. As previously  mentioned,  headcounts  have been reduced by  approximately
8.8% since the  beginning  of 1999 and which the  Company  believes  should have
beneficial impacts on gross profit in future quarters.

Selling,  General and  Administrative  Expenses.  For the period  ended June 30,
1999,  selling,  general and  administrative  expenses increased $0.4 million to
$4.1 million.  This  increase was  primarily  caused by increases in payroll and
related fringe benefits of $0.2 million and professional  fees related to legal,
accounting, and employee search fees of $0.2 million.

Interest (Expense)/Income.  Interest expense was $0.1 million for the six months
ended June 30, 1999, a reduction of $0.4 million. This decrease was attributable
to the  retirement  of  certain  debt  with a  portion  of the  proceeds  of the
Company's  sale of its common  stock in June 1998.  The unused  proceeds  of the
Company's  sale of its common stock were invested in money market  accounts that
generated $0.2 million of interest income in 1999.  There was no interest income
in 1998.

Income  Taxes.  Income taxes were  recorded at 35% of book income  excluding the
recognition  of a $0.1 million state income tax refund from the prior year.  The
effective tax rate for 1998 was 38%.  Strategies  undertaken by the Company have
successfully  reduced the income tax rate for 1999 and should  continue  for the
balance of 1999.

Liquidity and Capital Resources

During the six months  ended June 30,  1999,  the Company had a net  decrease in
cash flow from  operations  as it added  $1.2  million to  inventory  in working
through the production  rate cutbacks and inventory  adjustments at Boeing.  The
Company has seen scheduled  deliveries of many  components  produced for the 747
and 777 delayed  into the fourth  quarter of this year and later while  reorders
have been very low.

Capital expenditures totaled $2.7 million. The Company spent $1.7 million in the
first six months of 1999 as it continued the expansion of both facilities in St.
Charles.  This project should be completed in the third quarter at an additional
cost of approximately $0.9 million.  In addition,  the Company added two milling
machines at its Precise Machine  subsidiary at a cost of $0.2 million and a spot
welder in St. Charles for $0.1 million.  Total capital  expenditures planned for
the balance of the year are $1.5 million.

The Company  continues  to purchase  its common  stock  purchasing  over 220,000
shares at a cost of $1.1 million in 1999.

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 June 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.  Finally, 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.

What remains of this assessment  phase is the completion of an assessment of the
Tulsa facility.  Based on its preliminary results, the Y2K concerns at the Tulsa
facility  (which  supplies  services to the other  divisions  of the Company and
operates  with a backlog of less than 30 days) should be limited and  immaterial
to the Company.

Updating and replacing critical IT systems and components, other than its system
in Tulsa,  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 June 30,  1999.  The  Company  has the upgrade and will
install it in the third quarter.

Monitoring of Y2K concerns generally, is on-going and the Company anticipates it
will continue throughout 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 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             The Annual Meeting of Shareholders was held on May 13, 1999.

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

             Name                        Votes For             Votes Withheld
             ----                        ---------             --------------
             Sanford S. Neuman           8,011,325                 11,800
             Duane E. Hahn               8,011,325                 11,800

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

                                         Votes For              Votes Withheld
                                         ---------              --------------
                                         8,007,625                  15,500


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 June 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:  August 16, 1999             By:  /s/ Lawrence E. Dickinson
                                       -----------------------------------------
                                       Lawrence E. Dickinson
                                       Chief Financial Officer and Secretary

<PAGE>

                                  EXHIBIT INDEX

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

        27             Financial Data Schedule