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, 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                                 63302-0900
(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 March 31, 1999
         ---------------                         ------------------------------

Common Stock, par value $.02 per share                   8,298,591
                                                        -----------


<PAGE>


                               LMI AEROSPACE, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                  FOR THE FISCAL QUARTER ENDING MARCH 31, 1999

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

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

         Condensed Consolidated Statements of Income for the
         three months ending March 31, 1998 and 1999

         Condensed  Consolidated  Statements of Cash Flows for the three 
         months ending March 31, 1998 and 1999

         Notes to Unaudited Condensed Consolidated Financial Statements


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


                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


Signature Page


Exhibit Index

<PAGE>

                               LMI Aerospace, Inc.

                      Condensed Consolidated Balance Sheets
             (Amounts in thousands, except share and per share data)



                                                 December 31,         March 31,
                                                     1998                1999
                                                                     (unaudited)
                                                 -------------------------------
Assets
Current assets:
   Cash and cash equivalents                       $ 11,945           $  10,675
   Investments                                        1,250                  --
   Trade accounts receivable                          7,535               8,649
   Inventories                                       12,619              13,299
   Prepaid expenses                                     279                 311
   Other current assets                                 256                 253
   Deferred income taxes                                876                 876
                                                 -------------------------------
Total current assets                                 34,760              34,063

Property, plant, and equipment, net                  19,489              20,163
Other assets                                          1,934               2,130
                                                 -------------------------------
                                                   $ 56,183            $ 56,356
                                                 ===============================

Liabilities and stockholders' equity 
Current liabilities:
   Accounts payable                                $  3,768               3,440
   Accrued expenses                                   2,437               2,162
   Income taxes payable                                 442                 761
   Current installments of long-term debt               142                 124
                                                 -------------------------------
Total current liabilities                             6,789               6,487

Long-term debt, less current installments             2,732               2,705
Deferred income taxes                                 1,371               1,371
                                                 -------------------------------
Total noncurrent liabilities                          4,103               4,076

Stockholders' equity:
     Common stock of $.02 par value; authorized
     28,000,000 shares; issued 8,734,422 at 
     December 31, 1998 and at March 31, 1999            175                 175
   Additional paid-in capital                        26,164              26,136
   Treasury Stock, at cost, 384,000 and 
     435,831 shares in 1998 and 1999                 (2,628)             (2,911)
   Retained earnings                                 21,580              22,393
                                                 -------------------------------
Total stockholders' equity                           45,291              45,793
                                                 -------------------------------
                                                   $ 56,183            $ 56,356
                                                 ===============================


See accompanying notes.


<PAGE>


                               LMI Aerospace, Inc.

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

                                         For the Three Months Ended March 31
                                             1998                   1999
                                     -------------------------------------------

Net sales                                $ 16,335               $  13,530
Cost of sales                              11,502                  10,480
                                     -------------------------------------------
Gross profit                                4,833                   3,050

Selling, general, and 
  administrative expenses                   1,883                   1,896
                                     -------------------------------------------
Income from operations                      2,950                   1,154

Interest (expense)/income)                   (253)                     99
                                     -------------------------------------------

Income before income taxes                  2,697                   1,253
Provision for income taxes                  1,038                     438
                                     ===========================================
Net income                               $  1,659                 $   815
                                     ===========================================

Net income per common share                 $ .28                   $ .10
                                     ===========================================

Net income per common share - 
  assuming dilution                         $ .28                   $ .10
                                     ===========================================

Weighted average common shares 
  outstanding                           5,908,471               8,315,786
                                     ===========================================
Weighted average dilutive stock 
  options outstanding                     116,614                 132,639
                                     ===========================================


See accompanying notes.


<PAGE>
<TABLE>
<CAPTION>


                               LMI Aerospace, Inc.

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

                                                           For the Three Months Ended March 31
                                                                   1998                1999
                                                           -----------------------------------------
<S>                                                            <C>                 <C>    
Operating activities
Net income                                                        $ 1,659              $   815
Adjustments to reconcile net income to

net cash provided by operating activities:
   Net cash provided by operating activities:
     Depreciation and amortization                                   644                   762
     Changes in operating assets and liabilities:
       Trade accounts receivable                                  (1,686)               (1,114)
       Inventories                                                  (427)                 (680)
       Prepaid expenses and other assets                             (30)                 (302)
       Income taxes payable                                          786                   319
       Accounts payable                                              590                  (328)
       Accrued expenses                                              841                  (275)
                                                           ------------------------------------------
Net cash from operating activities                                 2,377                  (803)

Investing activities
Additions to property, plant, and equipment, net                  (1,396)               (1,360)
Purchases of investments                                              --                  (210)
Proceeds from sale of investments, net                                --                 1,460
                                                           -----------------------------------------
Net cash from investing activities                                (1,396)                 (110)

Financing activities
Proceeds from issuance of long-term debt                           1,292                    --
Principal payments on long-term debt                              (1,913)                  (45)
Treasury stock transactions, net                                      --                  (318)
Proceeds from exercise of stock options                               --                     6
                                                           -----------------------------------------
Net cash from financing activities                                  (621)                 (357)
Activities

Net change in cash and cash equivalents                              360                (1,270)
Cash and cash equivalents, beginning of period                       244                11,945
                                                           =========================================
Cash and cash equivalents, end of period                        $    604             $  10,675
                                                           =========================================

</TABLE>

See accompanying notes.


<PAGE>

                               LMI Aerospace, Inc.

              Notes to Condensed Consolidated Financial Statements
         (Dollar amounts in thousands, except share and per share data))
                                   (Unaudited)
                                 March 31, 1999

1. Accounting Policies

Basis of Presentation

LMI  Aerospace,  Inc.  (the  Company)  (formerly  Leonard's  Metal,  Inc.)  is a
fabricator,  finisher,  and integrator of formed,  close tolerance  aluminum and
specialty alloy components for use by the aerospace  industry.  The Company is a
Missouri  corporation with  headquarters in St. Charles,  Missouri.  The Company
maintains  facilities in St.  Charles,  Missouri;  Seattle,  Washington;  Tulsa,
Oklahoma; Wichita, Kansas; and Irving, Texas.

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


<PAGE>

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 Operations  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 March 31, 1999 was  approximately
$39.

4. Inventories

Inventories consist of the following:

                                       December 31,          March 31,
                                           1998                 1999
                                   ------------------------------------------
Raw materials                            $  3,483            $  3,739
Work in process                             3,717               4,116
Finished goods                              5,419               5,444
                                   ==========================================
                                         $ 12,619            $ 13,299
                                   ==========================================


<PAGE>

5. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

                                        December 31,          March 31,
                                            1998                 1999
                                    ------------------------------------------
Land                                     $      690             $    691
Buildings                                     8,714                8,742
Machinery and equipment                      21,660               22,103
Leasehold improvements                          950                  758
Construction in progress                      1,037                1,888
Other assets                                    875                  949
                                    ------------------------------------------
                                             33,926               35,131
Less accumulated depreciation                14,437               14,968
                                    ==========================================
                                           $ 19,489             $ 20,163
                                    ==========================================

<TABLE>
<CAPTION>

6. Long-Term Debt

Long-term debt consists of the following:

                                                                       December 31,          March 31,
                                                                           1998                 1999
                                                                    -----------------------------------------
<S>                                                                    <C>                <C> 
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                 277
Capital lease obligations                                                      66                  52
                                                                    -----------------------------------------
                                                                            2,874               2,829
Less current installments                                                     142                 124
                                                                    =========================================
                                                                          $ 2,732             $ 2,705
                                                                    =========================================

</TABLE>

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 March 31,
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 3.2  percent  at  December  31,  1998  and  March  31,  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 that involve risks and uncertainties.  The
Company's  actual results could differ  materially  from those  discussed  here.
Factors that could cause or contribute to such differences  include, but are not
limited to, those discussed in the section entitled Management's  Discussion and
Analysis of Financial Conditions and Results of Operations.

Overview

LMI Aerospace,  Inc. is a leader in  fabricating,  machining and  integrating of
formed close tolerance  aluminum and specialty  alloy  components for use by the
aerospace industry. The Company has been engaged in manufacturing components for
a wide variety of aerospace applications. Components manufactured by the Company
include leading edge wing slats, flaps and lens assemblies; cockpit window frame
assemblies; fuselage skins and supports, and passenger and cargo door frames and
supports.  The Company  maintains  multi-year  contracts  with leading  original
equipment  manufacturers and primary  subcontractors  of commercial,  corporate,
regional and military aircraft. Such contracts, which govern the majority of the
Company's  sales,  designate  the Company as the sole  supplier of the aerospace
components sold under the contracts.  Customers include Boeing, Lockheed Martin,
Northrop  Grumman,  Gulfstream,  Learjet,  Canadair,  DeHavilland  and PPG.  The
Company  manufactures more than 15,000 parts for integration into such models as
Boeing's 737, 747, 757, 767 and 777  commercial  aircraft and F-15,  F-18,  C-17
military aircraft,  Canadair's RJ regional  aircraft,  Gulfstream's G-IV and G-V
corporate aircraft, and Lockheed Martin's F-16 and C-130 military aircraft.

Management Discussion and Analysis

Quarter Ended March 31, 1999 vs. March 31, 1998

Net Sales. Net sales for the quarter were $13.5 million, down from $16.3 million
in the first quarter of 1998. The reduction in production rate of the Boeing 747
and the resulting  inventory  adjustments of detail components and assemblies by
Boeing and its major  subcontractors  combined to reduce net sales on this model
to $1.7 million in 1999 from $4.3  million in 1998.  The Company  expects  these
trends  to  continue  to  reduce   sales   through  the  balance  of  the  year.
Additionally,  the  Company's  net sales on the 737  Classic  model  continue to
decline as Boeing phases out this model.  Net sales on the 737 Classic were $0.5
million in the  quarter,  down from $2.1  million in 1998.  The Company  expects
after-market  business on the 737 Classic to stabilize at or near first  quarter
1999 levels.  Sales on the 737 Next Generation ("737NG") continued to be strong,
contributing $3.3 million in 1998 compared to $3.4 million in 1998.

The Company began  significant  shipments of components used on the F-15,  F-18,
and C-17 to  Boeing-St.  Louis  (formerly  McDonnell  Douglas)  during the first
quarter of 1999, with revenues  exceeding $1.1 million.  There was no revenue on
this  program  in the  first  quarter  of 1998.  Additionally,  Precise  Machine
Company, purchased in the third quarter of 1998, contributed $1.2 million to net
sales in the first quarter of 1999.

Gross Profit.  During the first  quarter of 1999,  gross profit was $3.1 million
(22.5% of net sales), down 36.9% from $4.8 million (29.6% of net sales) in 1998.
Payroll  costs and fringes  included in cost of goods sold  increased in 1999 to
$6.7 million  (49.5% of net sales) from $6.3 million (38.6% of net sales) as the
Company  prepared  for new  business  planned  in the second  half of 1999.  The
stretching out of delivery  requirements by our customers  combined with smaller
lot quantities resulted in lower labor efficiencies and fixed overhead coverage.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses were basically unchanged at $1.9 million.

Interest Expense. Interest expense was only $33,000 in 1999, a reduction of over
$0.2  million from 1998.  This  decrease  was the result of debt  reductions  in
conjunction with the June 1998 initial public offering.

Other,  net. Other income of $0.1 million was predominantly the income generated
by the  investment  of proceeds of the June 1998  initial  public  offering in a
money market account.

Income  Taxes.  The  effective  tax rate for the Company in the first quarter of
1999 was 35%,  down  from  38.5% in 1998 due to the  state  income  tax  credits
available to the Company.  The Company expects the effective rate to continue at
35% for the balance of the year.

Net  Income.  The  Company  generated  net  income in the first  quarter of $0.8
million  (6.0% of net sales)  compared to $1.7  million  (10.2% of net sales) in
1998.

Liquidity and Capital  Resources.  During the first quarter of 1999, the Company
had a net decrease in cash from operating  activities of $0.8 million,  stemming
mainly from a  reduction  in accounts  payable and accrued  expenses  related to
normal first quarter  payments for employee  bonuses of $0.3  million,  property
taxes of $0.2 million,  and amortization of deferred revenue associated with the
leading-edge  wing  slat  program  on the 737NG of $0.1  million.  Additionally,
accounts  receivable  grew by $1.1 million in the quarter as shipments grew late
in the quarter compared with the lower shipments near the end of 1998.

Capital  expenditures  for the quarter were $1.4 million.  The Company  expended
$0.6 million  related to the  expansion of both  facilities  in St.  Charles and
added to the machining capacity of its new subsidiary,  Precise Machine Partners
LLP, by adding 2 new machining  centers at a cost of $0.2  million.  The Company
plans to make remaining  capital  expenditures of approximately  $2.1 million in
1999.

Also  during  the first  quarter  of 1999,  the  Company  used $0.4  million  to
repurchase approximately 69,000 of the Company's outstanding shares. The Company
contributed 14,000 shares of treasury stock to the employee's profit sharing and
401(k) plan.

Year 2000 Preparedness

The  advent of the year  2000  (sometimes  referred  to as  "Y2K") 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" (the "Year 2000 Problem"). If not corrected,  such computer
technologies  could  produce,  among other  problems,  inaccurate,  erroneous or
unpredictable results or system failures.

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 March 31, 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 plans to replace 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.  Updating  and  replacing
noncritical IT systems is scheduled to be completed prior to June 30, 1999.

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 not yet  engaged  in  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.

                                    PART II

                               OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K.

    (a)     See Exhibit Index.

    (b)     No current reports on Form 8-K have been filed by the Company during
            the nine month period ended March 31, 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: May 17, 1999                     By:  /s/  Lawrence E. Dickinson
                                           -------------------------------------
                                           Lawrence E. Dickinson
                                           Chief Financial Officer and Secretary
<PAGE>

                                 EXHIBIT INDEX

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

        27             Financial Data Schedule