AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999
                                                Registration No. 333-__________

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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
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                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
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                               LMI AEROSPACE, INC.
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             (Exact Name of Registrant as Specified in its Charter)

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

      3600 Mueller Road
      St. Charles, Missouri                                63302
- ---------------------------------------     ------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

          LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust
                   LMI Aerospace, Inc. 1998 Stock Option Plan
                    1989 Employee Incentive Stock Option Plan
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                            (Full Title of the Plan)

                              Lawrence E. Dickinson
                             Chief Financial Officer
                    P.O. Box 900, St. Charles, Missouri 63302
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                     (Name and Address of Agent for Service)

                                 (314) 946-6525
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                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                        Copies of All Correspondence to:

                              Douglas J. Bates, Esq
                         Gallop, Johnson & Neuman, L.C.
                        101 South Hanley Road, 16th Floor
                            St. Louis, Missouri 63105

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                         CALCULATION OF REGISTRATION FEE
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Title of                       Proposed maximum  Proposed maximum   Amount of 
securities to   Amount to be   offering price    aggregate          Registration
be registered   registered(1)  per share(2)      offering price     fee
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Common Stock     2,424,086         $5.125          $12,423,440       $3,457
$.02 par value
per share
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(1)  Represents:  (i) the number of shares (964,259) held by the trustee of, and
     the  estimated  number of  Shares  (600,000)  to be  acquired  by,  the LMI
     Aerospace,  Inc.  Profit  Sharing and Savings  Plan and Trust (the  "401(k)
     Plan");  (ii) the  number of  underlying  shares  (600,000)  available  for
     issuance  under the LMI Aerospace,  Inc. 1998 Stock Option Plan;  (iii) the
     number of  underlying  shares  (259,827)  subject  to  unexercised  options
     granted under the 1989 Employee  Incentive  Stock Option Plan. In addition,
     represents  such shares as may be issued by reason of stock  splits,  stock
     dividends or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration  fee. Such
     estimate  has been  calculated  in  accordance  with Rule 457(h)  under the
     Securities  Act of 1933, and is based upon the average of the bid and asked
     prices  per  share of the  Registrant's  Common  Stock as  reported  by the
     National  Association of Securities  Dealers Automated  Quotation  National
     Market System on December 30, 1998.

     In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests  to be offered and sold  pursuant  to the 401(k)  Plan  described
     herein.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

         (a) The Registrant's  latest  prospectus filed pursuant to Rule 424 (b)
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  that
contains audited  financial  statements for the Registrant's  latest fiscal year
for which such statements have been filed;

         (b) All reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") since
the end of the  fiscal  year  covered by the annual  report  referred  to in (a)
above; and

         (c) The description of the Registrant's common stock which is contained
in the  Registrant's  Registration  Statement  on Form 8-A (File No.  000-24293)
filed on May 20, 1998 under the Exchange Act,  including any amendment or report
filed for the purpose of updating such description.

         All documents  subsequently filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated  by reference  herein and filed prior to the filing hereof shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a statement  contained  herein  modifies or  supersedes  such
statement,  and  any  statement  contained  herein  or  in  any  other  document
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained in any other subsequently filed document which also is incorporated by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.


Item 5.  Interests of Counsel for Registrant

         The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Gallop, Johnson & Neuman, L.C., St. Louis,  Missouri.  Sanford
S. Neuman,  a member of such firm, is the beneficial  owner of 282,940 shares of
Common Stock and serves as a director of the Company.


Item 6.  Indemnification of Directors and Officers

         Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri provide that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action,  suit or proceeding by reason of the fact that he is or was
a director,  officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  action,  suit or  proceeding  if the  person  acted in good faith and in a
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful,  except  that,  in the case of an action or suit by or in the right of
the  corporation,  the  corporation  may  not  indemnify  such  persons  against
judgments and fines and no person shall be indemnified as to any claim, issue or
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct  in the  performance  of  the  person's  duty  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  determines  upon  application  that such person is fairly and
reasonably  entitled  to  indemnity  for  proper  expenses.  Section  351.355(3)
provides that, to the extent that a director,  officer, employee or agent of the
corporation  has been  successful  in the  defense of any such  action,  suit or
proceeding or in defense of any claim, issue or matter therein, the person shall
be  indemnified  against  expenses,  including  attorney's  fees,  actually  and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding.   Section  351.355(7)   provides  that  a  corporation  may  provide
additional  indemnification to any person  indemnifiable under subsection (1) of
(2), provided such additional indemnification is authorized by the corporation's
articles of incorporation or an amendment  thereto or by a  shareholder-approved
bylaw or  agreement,  and  provided  further  that no person  shall  thereby  be
indemnified  against  conduct which was finally  adjudged to have been knowingly
fraudulent,  deliberately  dishonest or willful  misconduct or which involves an
accounting for profits  pursuant to Section 16(b) of the Exchange Act. Article 9
of the Articles permits the Company to enter into agreements with its directors,
officers,  employees  and  agents  to  provide  such  indemnification  as deemed
appropriate.  Article  9 also  provides  that  the  Company  may  extend  to its
directors  and   executive   officers  such   indemnification   and   additional
indemnification.

         The Company may procure and maintain a policy of insurance  under which
the directors and officers of the Company will be insured, subject to the limits
of the policy,  against  certain  losses  arising  from claims made against such
directors  and  officers by reason of any acts or omissions  covered  under such
policy in their respective capacities as directors or officers.


Item 8.  Exhibits

         The following exhibits are filed as part of this registration statement
or incorporated by reference herein.

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

5.1          Opinion of Gallop, Johnson & Neuman, L.C. filed herewith.

10.1         1989 Stock Option Plan,  as amended,  previously  filed on Form S-1
             (Registration No. 333-51357) and incorporated herein by reference.

10.12        Profit Sharing and Savings Plan and Trust,  as amended,  previously
             filed  on Form  S-1  (Registration  Statement  No.  333-51357)  and
             incorporated herein by reference.

10.19        1998 Stock Option Plan,  as amended,  previously  filed on Form S-1
             (Registration No. 333-51357) and incorporated herein by reference.

23.1         Consent of Ernst & Young LLP filed herewith.

23.2         Consent of Gallop, Johnson & Neuman, L.C.(included in Exhibit 5.1).

24           Power of  Attorney (included on signature page of  the registration
             statement).




Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective  date of this  registration  statement (or
                  the  most  recent  post-effective   amendment  hereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  registration
                  statement;

                  (iii) To include any material  information with respect to the
                  plan  of  distribution   not  previously   disclosed  in  this
                  registration   statement  or  any  material   change  to  such
                  information in this registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 that are
         incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of St.  Charles,  State of Missouri,  on January 7,
1998.

                                   LMI AEROSPACE, INC.


                                   By:  /s/ Lawrence E. Dickinson
                                      ------------------------------------------
                                      Lawrence E. Dickinson
                                      Chief Financial Officer and Secretary


                                POWER OF ATTORNEY

         We, the  undersigned  officers and  directors of LMI  Aerospace,  Inc.,
hereby  severally and  individually  constitute  and appoint  Ronald S. Saks and
Lawrence  E.  Dickinson,  and each of them,  the true and lawful  attorneys  and
agents  of each of us to  execute  in the  name,  place  and stead of each of us
(individually  and in any capacity  stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection  therewith  and to file the same  with the  Securities  and  Exchange
Commission,  each of said  attorneys and agents to have the power to act with or
without the other and to have full power and  authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever  necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the  undersigned  might or could do in person,  and we hereby  ratify and
confirm our  signatures  as they may be signed by our said  attorneys and agents
and each of them to any and all such amendments and instruments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                        Title                              Date
- ---------                        -----                              ----

/s/ Ronald S. Saks
- -------------------------    Chief Executive Officer,          January 7, 1999
Ronald S. Saks               President, and Director


- -------------------------    Chairman of the Board,            January ___, 1999
Joseph Burstein              and Director

/s/ Lawrence J. LeGrand
- -------------------------    Chief Operating Officer           January 7, 1999
Lawrence J. LeGrand          and Director

/s/ Lawrence E. Dickinson
- -------------------------    Chief Financial Officer           January 7, 1999
Lawrence E. Dickinson        and Secretary

/s/ Duane Hahn
- -------------------------    Vice President, Regional          January 7, 1999
Duane Hahn                   Manager and Director


/s/ Sanford S. Neuman
- -------------------------    Assistant Secretary and           January 7, 1999
Sanford S. Neuman            Director


- -------------------------    Director                          January ___, 1999
Thomas M. Gunn


- -------------------------    Director                          January ___, 1999
Alfred H. Kerth, III





         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the Trustee  (or other  person who administers  the 401(k) Plan) has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly  authorized,  in the City of St. Charles,  State of Missouri,  on
January 7, 1999.


                               LMI AEROSPACE, INC. PROFIT SHARING AND
                               SAVINGS PLAN AND TRUST

                               By:  LMI AEROSPACE, INC., as Plan Administrator


                                    By:  /s/ Lawrence E. Dickinson
                                       -----------------------------------------
                                       Lawrence E. Dickinson
                                       Chief Financial Officer and Secretary


                                    FORM S-8

                               LMI AEROSPACE, INC.

                                  EXHIBIT INDEX

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

5.1          Opinion of Gallop, Johnson & Neuman, L.C. filed herewith.

10.1         1989 Stock Option Plan,  as amended,  previously  filed on Form S-1
             (Registration No. 333-51357) and incorporated herein by reference.

10.12        Profit Sharing and Savings Plan and Trust,  as amended,  previously
             filed  on Form  S-1  (Registration  Statement  No.  333-51357)  and
             incorporated herein by reference.

10.19        1998 Stock Option Plan,  as amended,  previously  filed on Form S-1
             (Registration No. 333-51357) and incorporated herein by reference.

23.1         Consent of Ernst & Young LLP filed herewith.

23.2         Consent of Gallop, Johnson & Neuman, L.C.(included in Exhibit 5.1).

24           Power of  Attorney (included  on signature page of the registration
             statement).