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, 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 June 30, 2000
---------------                    -----------------------------

Common Stock, par value                      8,239,953
$.02 per share                               ---------


<PAGE>


                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                   FOR THE FISCAL QUARTER ENDING JUNE 30, 2000

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets as
         of December 31, 1999 and June 30, 2000

         Condensed Consolidated Statements of Operations for the three months
         and the six months ending June 30, 1999 and 2000

         Condensed Consolidated Statements of Cash Flows for the
         six months ending June 30, 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 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,
                                                         1999             2000
                                                                     (unaudited)
                                                    ----------------------------
Assets
Current assets:
   Cash and cash equivalents                           $ 5,908         $  4,217
   Investments                                              --              839
   Trade accounts receivable                             6,947            7,884
   Inventories                                          15,311           15,514
   Prepaid expenses                                        226              305
   Other current assets                                    956              311
   Deferred income taxes                                   720              720
                                                    ----------------------------
Total current assets                                    30,062           29,790

Property, plant, and equipment, net                     22,345           21,521
Other assets                                             2,262            2,505
                                                    ----------------------------
                                                      $ 54,669         $ 53,816
                                                    ============================

Liabilities and stockholders' equity
  Current liabilities:
   Accounts payable                                   $  4,020         $  3,559
   Accrued expenses                                      2,028            2,148
   Current installments of long-term debt                2,597            2,590
                                                    ----------------------------
Total current liabilities                                8,645            8,297

Long-term debt, less current installments                  134               90
Deferred income taxes                                    1,404            1,404
                                                    ----------------------------
Total noncurrent liabilities                             1,538            1,494

Stockholders' equity:
   Common stock of $.02 par value; authorized
     28,000,000 shares; issued
     8,734,422 at December 31, 1999
     and at June 30, 2000                                  175              175
   Additional paid-in capital                           26,164           26,164
   Treasury Stock, at cost, 521,174 and
     494,469 shares in 1999
     and 2000                                           (3,046)          (2,855)
   Accumulated other comprehensive income (loss)            --             (115)
   Retained earnings                                    21,193           20,656
                                                    ----------------------------
Total stockholders' equity                              44,486           44,025
                                                    ----------------------------
                                                      $ 54,669        $  53,816
                                                    ============================

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>


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

                                                For the Three Months                   For the Six Months
                                                  Ended June 30                          Ended June 30
                                             1999               2000              1999               2000
                                       --------------------------------------------------------------------
<S>                                     <C>               <C>                <C>               <C>

Net sales                                 $ 12,449           $ 13,735          $ 25,979           $ 28,496
Cost of sales                                9,896             11,927            20,325             24,447
                                       --------------------------------------------------------------------
Gross profit                                 2,553              1,808             5,654              4,049

Selling, general, and administrative
expenses                                     2,176              2,169             4,123              4,705
                                       --------------------------------------------------------------------
Income (loss) from operations                  377               (361)            1,531               (656)

Interest income (expense)                       50                (19)              150                 (2)
                                       --------------------------------------------------------------------

Income (loss) before income taxes              437               (380)            1,681               (658)
Provision for (benefit from) income
taxes                                           42               (133)              482               (230)
                                       --------------------------------------------------------------------
Net income (loss)                           $  385            $  (247)         $  1,199            $  (428)
                                       ====================================================================

Net income (loss) per common share
                                            $  .05            $ (0.03)           $  .14            $ (0.05)
                                       ====================================================================

Net income (loss) per common share
   - assuming dilution                      $  .05            $ (0.03)           $  .14            $ (0.05)
                                       ====================================================================

Weighted average common shares
   outstanding                           8,258,720          8,203,395         8,276,591          8,205,932
                                       ====================================================================
Weighted average dilutive stock
   options outstanding                     116,181                  0           122,507                  0
                                       ====================================================================

See accompanying notes.

</TABLE>


<PAGE>


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

                                                           For the Six Months
                                                              Ended June 30
                                                          1999            2000
                                                     --------------------------
Operating activities
Net income (loss)                                      $ 1,199         $  (428)
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
   Net cash provided by operating activities:
     Depreciation and amortization                       1,552           1,789
     Changes in operating assets and liabilities:
       Trade accounts receivable                          (227)           (943)
       Inventories                                      (1,162)           (204)
       Prepaid expenses and other assets                  (307)            (89)
       Income taxes payable                               (469)            583
       Accounts payable                                   (652)           (461)
       Accrued expenses                                   (379)            241
                                                     ---------------------------
Net cash from operating activities                        (445)            488

Investing activities
Additions to property, plant, and equipment, net        (2,735)         (1,135)
Purchases of investments                                  (210)           (954)
Proceeds from sale of investments, net                   1,460              --
                                                     --------------------------
Net cash from investing activities                      (1,485)         (2,089)

Financing activities
Principal payments on long-term debt                       (82)            (50)
Treasury stock transactions, net                        (1,151)            (40)
Proceeds from exercise of stock options                     12              --
                                                     --------------------------
Net cash from financing activities                      (1,221)            (90)
Activities

Net change in cash and cash equivalents                 (3,151)         (1,691)
Cash and cash equivalents, beginning of period          11,948           5,908
                                                     --------------------------
Cash and cash equivalents, end of period              $  8,794        $  4,217
                                                     ==========================


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, 2000

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, 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.


<PAGE>


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 or losses included,  in accumulated other  comprehensive  income (loss) in
shareholder's equity.

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 $3,500 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  $723,  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,           June 30,
                                                   1999                 2000
                                            ------------------------------------
Raw materials                                      $ 4,140             $ 4,021
Work in process                                      4,053               3,941
Finished goods                                       7,118               7,552
                                            ------------------------------------
                                                  $ 15,311            $ 15,514
                                            ====================================

<PAGE>


4.   Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

                                               December 31,           June 30,
                                                    1999                 2000
                                              ----------------------------------
Land                                            $      705             $    705
Buildings                                           11,873               11,938
Machinery and equipment                             24,522               24,766
Leasehold improvements                                 770                  792
Construction in progress                               114                  476
Other assets                                         1,096                1,018
                                              ----------------------------------
                                                    39,080               39,695
Less accumulated depreciation                       16,735               18,174
                                              ----------------------------------
                                                  $ 22,345             $ 21,521
                                              ==================================

5. Long-Term Debt

Long-term debt consists of the following:

                                                 December 31,           June 30,
                                                     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                 175
Capital lease obligations                                16                   5
                                              ----------------------------------
                                                      2,731               2,680
Less current installments                             2,597               2,590
                                              ----------------------------------
                                                    $   134             $    90
                                              ==================================


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 June 30,
2000, there were no borrowings under the line of credit.

The  Industrial  Development  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 3.8 percent at December 31, 1999 and June 30,
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.

7.   Profit Sharing Contribution

On June 6, 2000,  the Company  fulfilled its 1999 profit  sharing  obligation by
transferring  40,105  shares of stock out its treasury  account to the financial
institution that acts as the trustee of the profit sharing trust.


<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.  These statements can be identified
by  forward-looking  words such as  "expect",  "believe",  anticipate",  "goal",
"plan",  "intend",  "estimate",  "may",  "will", or similar words. 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, 2000 vs. the Quarter ended June 30, 1999

Net Sales. Net sales for the quarter ended June 30, 2000 were $13.7 million,  up
from $12.4 million in 1999. Total shipments on Boeing  commercial  aircraft were
$7.8 million  (56.9% of net sales) in the second  quarter of 2000  compared with
$6.3 million  (50.8% of net sales) in 1999.  Net sales  increased on most Boeing
models,  led by sales  on the 737 NG,  which  contributed  $3.7  million  in the
quarter,  up from $2.9 million in 1999.  The increased  sales on the 737 NG were
primarily the result of an increase in the  production  rate to 24 ship sets per
month and new parts the Company is producing for Boeing Kansas.  Sales were also
higher on the 747 model,  which  generated $1.9 million in 2000 compared to $1.4
million in 1999.  Looking ahead, the Company was notified during the 2nd quarter
that its  contract to produce the leading  edge wing  components  for the 737 NG
with Boeing Tulsa will not be renewed.  The project  accounted for approximately
$2.4 million  during the second  quarter of 2000,  or 16% of total  revenues for
that period, and approximately $2 million in 1999, or 15% of the Company's total
revenues for that period.  Production  under this contract is expected to end in
the 2nd  quarter  of  2001,  and the  Company  is now  actively  marketing  this
capacity.

The Company's  participation on Gulfstream's G-IV and G-V aircraft  increased to
$1.8  million  in 2000 from $1.4  million  in 1999,  primarily  the  result of a
contract for steel  components  the Company won in 1999.  Sales for the Lockheed
F-16  were  $0.7  million  in  2000,  up from  $0.3  million  in 1999 due to new
components  awarded to the Company in late 1999.  The Company's  sales on Boeing
military aircraft, which were negatively impacted by the shut down of production
of the F-15, were $0.3 million in 2000, down from $1.3 million in 1999.

Gross Profit.  The Company's  gross profit was $1.8 million (13.2% of net sales)
in 2000,  down from $2.6  million  (20.5% of net  sales) in 1999.  Margins  were
adversely  affected by higher raw material costs  relative to sales,  higher sub
contracted costs, the impact of negotiated price  reductions,  and losses on two
start-up contracts.

Selling,   General,   and  Administrative   Expenses.   Selling,   general,  and
administrative expenses were unchanged in 2000 as compared to 1999.

Income  Taxes.  The Company  continues to record  income taxes at a rate of 35%.
However,  in the 2nd  quarter of 1999,  the  Company  recorded a benefit of $0.1
million in state tax refunds.

<PAGE>

Six Months ended June 30, 2000 vs. the Six Months ended June 30, 1999

Net Sales.  Net sales for the six months ended June 30, 2000 were $28.5 million,
up 9.7% from 1999. Sales on Boeing commercial  models  contributed $15.9 million
in 2000,  up from  $14.0  million  in 1999.  Shipments  on the 737 NG were  $7.5
million in 2000, up from $6.3 million in 1999. Included in the sales for the 737
NG was $4.8 million in 2000 and $4.0 million from the contract with Boeing Tulsa
that the Company expects to terminate in the 2nd quarter of 2001. Please see the
discussion of net sales for the second  quarter of 2000 for more  information on
the Boeing  Tulsa  contract.  The  Company's  contract  with Vought  Aircraft to
provide  various  assemblies  used in the fuselage of the 767 increased sales on
that aircraft to $1.9 million in 2000, up from $1.4 million in 1999.

Sales on  Gulfstream's  G-IV and G-V increased to $3.8 million in 2000 from $2.2
million in 1999.  Also, sales on the F-16 increased to $1.5 million in 2000 from
$0.6 million in 1999. The drop in sales on Boeing's  military  aircraft was $1.7
million, dipping to $0.8 million. The majority of this decline, $1.1 million was
due to the shut down of the F-15 production line.

Gross Profit.  The Company's  gross profit declined to $4.0 million in 2000 from
$5.7  million in 1999.  Margins were  adversely  affected by higher raw material
costs relative to sales,  higher sub contracted  costs, the impact of negotiated
price reductions, and losses on two start-up contracts.

Selling,   General,   and   Administrative   Expenses.   Selling,   general  and
administrative  expenses increased to $4.7 million during 2000 from $4.1 million
in 1999. This increase was primarily caused by a loss reserve established by the
Company or $0.4 million to cover the bankruptcy of a customer.

Liquidity and Capital Resources

During the six months ended June 30, 2000, the Company's cash balance  decreased
$1.7 million.  Of significant impact were capital  expenditures of $1.1 million,
marketable  securities of $0.9 million,  and  operating  cash  generated of $0.5
million.

The Company has significantly  curtailed capital  expenditures.  Included in the
$1.1 million of additions  this year is a $0.6 million  replacement of a bladder
press in the Company's Wichita,  KS facility that was unplanned.  Even with this
unexpected  replacement,  the Company intends to restrict  capital  expenditures
below $2.0 million for the year.

The  Company's  line of credit  expires  at the end of the 3rd  quarter of 2000.
Negotiations  for a new line of  credit  are under  way and are  expected  to be
finalized prior to the expiration date.

The Company has a $2.5 million bond payment due in November  2000 and intends to
pay this balance from its' current cash balance.


<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 24, 2000.

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

         Name                           Votes For                 Votes Withheld
         ----                           ---------                 --------------

         Thomas M. Gunn                 7,052,075                       58,600
         Alfred H. Kerth III            7,052,075                       58,600
         Thomas Unger                   7,052,075                       58,600

         At the Meeting, the shareholders also voted for a proposal to adopt the
         Amended and Restated LMI Aerospace, Inc. 1998 Stock Option Plan

                                        Votes For                 Votes Withheld
                                        ---------                 --------------

                                        7,033,275                      77,400


         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
                                        ---------                 --------------

                                        7,104,475                      6,200


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, 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:  August 14, 2000              By:  /s/ Lawrence E. Dickinson
                                         --------------------------------------
                                         Lawrence E. Dickinson
                                         Chief Financial Officer and Secretary


<PAGE>


                                  EXHIBIT INDEX


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

        27               Financial Data Schedule