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, 2002.

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

Commission file number:    0-24293

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

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

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

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

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

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

     Title of class of                       Number of Shares outstanding
      Common Stock                               as of March 31, 2002

Common Stock, par value $.02 per share              8,026,886


<PAGE>


                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                  FOR THE FISCAL QUARTER ENDING March 31, 2002

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets as of December 31, 2001
         and March 31, 2002

         Condensed Consolidated Statements of Income for the three months
         ending March 31, 2001 and 2002

         Condensed Consolidated Statements of Cash Flows for the
         three months ended March 31, 2001 and 2002

         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 5.   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)


<TABLE>
<CAPTION>

                                                                      December 31,          March 31,
                                                                          2000                2002
                                                                                          (unaudited)
                                                                  -----------------------------------------

<S>                                                             <C>                 <C>

Assets
Current assets:
   Cash and cash equivalents                                             $ 4,645           $  2,693
   Investments                                                               643                528
   Trade accounts receivable, net                                          6,285              8,078
   Inventories                                                            23,045             23,630
   Prepaid expenses                                                          787              1,366
   Deferred income taxes                                                     886                886
                                                                  -----------------------------------------
Total current assets                                                      36,291             37,181

Property, plant, and equipment, net                                       24,014             23,514
Other assets                                                                 277                309
Goodwill, net                                                              7,420              7,422
                                                                  -----------------------------------------
                                                                        $ 68,002           $ 68,426
                                                                  =========================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                      $ 3,547           $  4,552
   Accrued expenses                                                        2,659              2,309
   Current installments of long-term debt                                  2,334              2,312
                                                                  -----------------------------------------
Total current liabilities                                                  8,540              9,173

Long-term debt, less current installments                                 12,621             12,048
Deferred income taxes                                                      1,192              1,191
                                                                  -----------------------------------------
Total noncurrent liabilities                                              13,813             13,239

Stockholders' equity:
   Common stock of $.02 par value; authorized 28,000,000 shares; issued
     8,736,427 and 8,736,427  at December 31, 2001
     and at March 31, 2002, respectively                                     175                175
   Additional paid-in capital                                             26,171             26,171
   Treasury Stock, at cost, 716,676 and 709,541 shares at
     December 31, 2001 and March 31, 2002, respectively                   (3,402)            (3,366)
   Accumulated other comprehensive loss                                        -               (115)
   Retained earnings                                                      22,705             23,150
                                                                  -----------------------------------------
Total stockholders' equity                                                45,649             46,014
                                                                  -----------------------------------------
                                                                        $ 68,002          $  68,426
                                                                  =========================================
<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>


                                            For the Three Months Ended March 31
                                                2001                  2002
                                       -----------------------------------------

<S>                                     <C>                   <C>

Net sales                                      $ 16,048              $ 17,908
Cost of sales                                    12,345                14,102
                                       -----------------------------------------
Gross profit                                      3,703                 3,806
Selling, general and administrative
   expenses                                       2,342                 2,792
                                       -----------------------------------------
Income from operations                            1,361                 1,014

Interest income (expense)                            (4)                 (271)
                                       -----------------------------------------

Income before income taxes                        1,357                   743
Provision for income taxes                          475                   279
                                       -----------------------------------------
Net Income                                      $   882                   464
                                       =========================================

Amounts per common share:
Net income per common share                     $   .11                 $ .06
                                       =========================================
Net income per common share -
assuming dilution                               $   .11                 $ .06
                                       =========================================
Weighted average common shares
   outstanding                                8,080,969             8,023,930
                                       =========================================
Weighted average dilutive stock
   options outstanding                           11,593               123,053
                                       =========================================

<FN>

See accompanying notes.

</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



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

                                                           For the Six Months Ended March 31
                                                                   2001                2002
                                                           -----------------------------------------
<S>                                                          <C>                <C>

Operating activities
Net income (loss)                                                 $   882             $    464
Adjustments to reconcile net income to
  net cash generated from (used by) operating activities:
     Depreciation and amortization                                    868                  980
     Changes in operating assets and liabilities:
       Trade accounts receivable                                   (1,075)              (1,793)
       Inventories                                                    (36)                (585)
       Prepaid expenses and other assets                             (130)                (613)
       Income taxes payable                                           527                  (25)
       Accounts payable                                              (135)                 876
       Accrued expenses                                               180                 (196)
                                                            ----------------------------------------
Net cash generated from operating activities                        1,081                 (892)

Investing activities
Additions to property, plant, and equipment, net                     (958)                (480)
                                                            ----------------------------------------
Net cash used by investing activities                                (958)                (480)

Financing activities
Principal payments on long-term debt                                  (25)                (596)
Treasury stock transactions, net                                      (89)                  16
                                                           -----------------------------------------
Net cash used by financing activities                                (114)                (580)

Net change in cash and cash equivalents                                 9               (1,952)
Cash and cash equivalents, beginning of period                      1,676                4,645
                                                           -----------------------------------------
Cash and cash equivalents, end of period                         $  1,685             $  2,693
                                                           =========================================



</TABLE>

<PAGE>


                               LMI Aerospace, Inc.
              Notes to Condensed Consolidated Financial Statements (Dollar
         amounts in thousands, except share and per share data))
                                   (Unaudited)
                                 March 31, 2002

1. Accounting Policies

Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information  and footnotes  required by accounting  principles  generally
accepted in the United States for complete financial statements.  In the opinion
of  management,  all  adjustments  (consisting  of  normal  recurring  accruals)
considered  necessary for a fair  representation  have been included.  Operating
results for the three months ended March 31, 2002 are not necessarily indicative
of the results that may be expected for the year ended December 31, 2002.  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, 2001 as filed with the SEC.

Use of Estimates

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

2. Acquisitions

On April 2, 2001, the Company  acquired  certain  assets of Tempco  Engineering,
Inc. and Hyco  Precision,  Inc.  ("Tempco"),  two  privately  held related metal
machining companies based in Southern  California.  The purchase was funded by a
secured  note  with  the  Company's  lender.   Tempco  produces  components  for
photolithography  equipment used in the manufacture of  semiconductors,  as well
as,  components for the defense and commercial  aerospace  industries.  Tempco's
sales were approximately  $16,000 in 2000. The purchase price for the net assets
acquired, net of acquired cash, was approximately  $15,200,  including the final
purchase price adjustment of $300 which the Company expects to pay in the second
quarter of 2002. The company may pay additional  contingent  consideration of up
to $1,250 if Tempco's EBITDA,  as defined,  exceeds certain limits at the end of
each  quarter  beginning  June 30, 2001 and ending March 31, 2002 or for the two
years ended March 31, 2003. No contingent  consideration  was due for the period
ending  March 31, 2002.  The excess of the  purchase  price over the fair market
value of net assets acquired,  totaling $5,943, was allocated to goodwill.  This
acquisition has been accounted for under the purchase  method,  and accordingly,
the results of operations  were included in the Company's  financial  statements
from the date of acquisition.

3. Adoption of FASB Statement No. 142

Effective  January 1, 2002 the company adopted SFAS No.142,  "Goodwill and Other
tangible  Assets," which  establishes new accounting and reporting  requirements
for  goodwill  and other  intangible  assets.  Under SFAS No. 142,  all goodwill
amortization ceased effective January 1, 2002. As of March 31, 2002, the Company
has not completed  its initial  impairment  test.  The Company will complete the
impairment  test prior to June 30,  2002.  Any  impairment  resulting  from this
initial analysis will be reflected as a cumulative  effect of accounting  change
at January 1, 2002 and will require restatement of the first quarter of 2002.

Actual  results of operations  for the three months ended March 31, 2002 and pro
forma  results of  operations  for the three  months ended March 31, 2001 had we
applied the non amortization provisions of SFAS 142 in that period follow.


<TABLE>

                                                                       Three Months Ended March 31
                                                                         2001               2002
                                                                 ------------------------------------------
<S>                                                               <C>                <C>

     Reported net income                                                $ 882              $ 464
       Add: Goodwill amortization, net of tax                              19                  -
                                                                 ------------------------------------------
       Adjusted net income                                              $ 901              $ 464
                                                                 ==========================================

     Basic earnings per share
       Reported net income                                              $ .11              $ .06
       Goodwill amortization                                                -                  -
                                                                 ------------------------------------------
       Adjusted net income                                              $ .11              $ .06
                                                                 ==========================================

     Diluted earnings per share
       Reported net income                                              $ .11              $ .06
       Goodwill amortization                                                -                  -
                                                                 ------------------------------------------
       Adjusted net income                                              $ .11              $ .06
                                                                 ==========================================

</TABLE>


4. Inventories

Inventories consist of the following:

<TABLE>

                                                                     December 31,           March 31,
                                                                         2001                 2002
                                                                 ------------------------------------------
<S>                                                               <C>                  <C>

Raw materials                                                          $ 3,742               $ 4,036
Work in process                                                          6,127                 6,456
Finished goods                                                          13,176                13,138
                                                                 ------------------------------------------
                                                                      $ 23,045              $ 23,630
                                                                 ==========================================

</TABLE>

<PAGE>

5. Long-Term Debt

Long-term debt consists of the following:

<TABLE>

                                                                        December 31,           March 31,
                                                                            2001                 2002
                                                                     -----------------------------------------

<S>                                                                  <C>                 <C>

Term loan                                                                $ 13,741             $ 13,232

Notes payable, principal and interest payable monthly, at
   fixed rates, ranging from 4.98% to 9.00%                                 1,100                1,026
Capital lease obligations                                                     114                  102
                                                                     -----------------------------------------
                                                                           14,955               14,360
Less current installments                                                   2,334                2,312
                                                                     -----------------------------------------
                                                                         $ 12,621             $ 12,048
                                                                     =========================================

</TABLE>


In order to  facilitate  the  acquisition  of Tempco,  the  Company  amended its
current loan agreement with Union Planters entering into a three-year  Borrowing
Agreement  ("Borrowing  Agreement") on April 1, 2001.  This Borrowing  Agreement
provides financing up to $15,500 and bears interest at ninety day LIBOR plus 3%,
subject  to a cap of 8.5%  and a floor of 7.0%.  The  interest  rate was 7.0% at
March 31, 2002. The Company drew $14,250 on this Borrowing Agreement on April 1,
2001.  Interest payments are due monthly.  Principal is due monthly beginning in
October,  2001,  using a seven year  amortization.  The  Borrowing  Agreement is
secured by all assets of the  Company,  excluding  real  property,  and contains
financial covenants requiring minimum levels of cash flow coverage,  EBITDA, and
tangible  net worth.  Under the  Borrowing  Agreement,  the  Company  has $1,250
available to fund any additional contingent  consideration which may be required
under the terms of the Tempco acquisition (see note 2).

The Company  entered  into  various  notes  payable for the  purchase of certain
equipment.  The notes are  payable in monthly  installments  including  interest
ranging from 6.99% - 9.0% through November,  2006. The notes payable are secured
by equipment.

The company  entered into capital lease  agreements  for the purchase of certain
equipment.  The leases are payable in monthly installments including interest at
4.98% through February, 2004.

On October 31, 2000,  the Company  obtained a $7,000 secured line of credit with
Union Planters Bank 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  May  31,  2003,  and  requires  compliance  with  certain
non-financial and financial  covenants  including minimum tangible net worth and
EBITDA,  as  defined,  requirements.  The  line  of  credit  is  secured  by the
inventories  and  accounts  receivable  of  the  Company.  The  credit  facility
prohibits  the  payment of cash  dividends  on common  stock  without  the prior
written consent of Union  Planters.  The Company has not drawn upon this line at
March 31, 2002.


6.  Comprehensive Income

LMI Aerospace's total comprehensive income (loss) is as follows:

<TABLE>

                                                                       Three Months Ended March 31,
                                                                         2001               2002
                                                                 ------------------------------------------
<S>                                                               <C>                <C>

     Net income (loss)                                                  $ 882              $ 464
     Other comprehensive income (loss):
        Unrealized gain (loss) on investments                              28               (115)
                                                                 ------------------------------------------
     Total comprehensive income (loss)                                  $ 910              $ 349
                                                                 ==========================================

     Basic earnings per share

</TABLE>



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  and  laser  cutting  industries.  The  Company  has been  engaged  in
manufacturing   components  for  a  wide  variety  of  applications.   Aerospace
components  manufactured by the Company  include leading edge wing slats,  flaps
and lens  assemblies;  cockpit  window  frame  assemblies;  fuselage  skins  and
supports,  and  passenger  and cargo door  frames and  supports.  Non  aerospace
components are critical  components in the chamber section of lasers used in the
production of semiconductors and cutting equipment used in preparation for Lasic
surgery.  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,  PPG, Litton,
Cymer,  and  InterLase.  The Company  manufactures  more than  15,000  parts for
integration  into 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,  Lockheed Martin's F-16 and C-130
military aircraft,  Litton Industries guidance control systems, Cymer lasers for
cutting silicon wafers, and IntraLase lasers used in Lasik surgery

Results of Operations

Quarter Ended March 31, 2002 versus March 31, 2001

Net Sales.  Net sales for the quarter  ended  March 31, 2002 were $17.9  million
compared to $16.0  million in the same quarter of the prior year, an increase of
11.9% Net sales for the current quarter were aided by the acquisition of Tempco,
which added $5.7 million (31.8% of net sales).  Excluding the  acquisition,  net
sales were $12.2 million in the quarter, a decrease of 23.8%.

Net sales on Boeing  commercial  aircraft were $6.7 million (37.4% of net sales)
in the current  quarter,  down from $9.4 million in the prior year. Net sales of
components  during the quarter for the 737 were $3.7  million,  a decrease  from
$3.9 million in the prior year. Additionally,  the Company experienced net sales
declines  on all Boeing  models on which it  participates,  consistent  with the
overall reduction in production rates of Boeing Aircraft.

Net sales for military  programs  were $4.6 million  (25.7% of net sales) in the
quarter,  an increase from $2.4 million in the prior year.  The  acquisition  of
Tempco added $2.2 million in the current quarter.

The Company's  net sales during the quarter on corporate  and regional  aircraft
platforms  totaled  $1.9  million  (10.6% of net sales),  down from $3.1 million
(17.3% of net sales), primarily due to reduction at Learjet and Gulfstream.

Tempco  generated net sales of $2.9 million  (16.2% of net sales) for components
used by  laser  equipment  manufacturers  serving  the  technology  and  medical
markets.

Gross Profit.  The Company's  gross profit was $3.8 million (21.3% of net sales)
in the current  quarter,  compared to $3.7 million (23.1% of net sales) in 2001.
The  acquisition  of Tempco  added $1.2  million  (27.0% of Tempco's net sales).
Excluding the  acquisition,  gross profit declined to $2.6 million (18.5% of net
sales). The decline in sales, excluding Tempco, caused the Company's fixed costs
to become a larger percentage of overall manufacturing costs.

Selling,   General,   and  Administrative   Expenses.   Selling,   general,  and
administrative  expenses  increased to $2.8 million  (15.6% of net sales) in the
quarter ended March 31, 2002 from $2.3 million (14.5% of net sales) in the prior
year.  Approximately $0.3 million was attributable to the additional expenses at
Tempco.

Interest Expense.  Net interest expense was $0.3 million in the first quarter of
2002,  up from $0.0  million  in 2001.  This  increase  in  interest  expense is
attributable to the debt incurred to acquire Tempco

Liquidity and Capital Resources

The Company had a net use of cash by  operations  in the first  quarter of 2002.
The  Company's  increased  sales from the fourth  quarter of 2001 resulted in an
increase of accounts receivable of $1.8 million,  offsetting the benefits of its
earnings,  depreciation and amortization.  Capital  expenditures for the quarter
were $0.5  million,  down from the first quarter of the prior year total of $1.0
million.  Low  financing  rate  opportunities  have led the  Company  to utilize
certain operating leases that will reduce its capital  expenditure total for the
year.  The Company has not  borrowed  under its $7.0  million  revolving  credit
facility,  which expires on May 31, 2003. The Company  anticipates  executing an
agreement  prior to that date to extend  the  revolving  credit  facility  for a
minimum of one year.  The Company  feels its ability to generate  cash flow from
operations and its  availability  under the revolving  credit  facility  provide
adequate flexibility to support its operations


<PAGE>


                                     PART II

                                OTHER INFORMATION

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

(a)       Exhibit No.                    Description

            10.1                Seventh Amendment to Loan Agreement

(b)       The Company filed a report on Form 8-K during quarter ended March 31,
          2002:

          (i)  On August 2, 2002, the Company filed a Report on Form 8-K
          relating to the issuance of a press release relating to its financial
          performance during the fourth quarter of 2001;

          (ii) On August 8, 2001, the Company filed a Report on Form 8-K
          relating to its financial outlook for 2002.

<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 14, 2002               By: /s/ Lawrence E. Dickinson
                                          ------------------------------
                                          Lawrence E. Dickinson
                                          Chief Financial Officer and Secretary


<PAGE>

                                 EXHIBIT INDEX

Exhibit No.                             Description

  10.1                          Seventh Amendment to Loan Agreement