LMI AEROSPACE, INC.

                               SECOND AMENDMENT TO
                           RESTRICTED STOCK AGREEMENT


         THIS AMENDMENT is made as of the 26th day of March,  1999,  between LMI
AEROSPACE,  INC., a Missouri  corporation (the  "Corporation"),  and LAWRENCE J.
LEGRAND ("LeGrand").

                                    RECITALS

         A. The Corporation awarded LeGrand 10,000 shares of common stock ($0.02
par value) of the  Corporation as an inducement to become employed as an officer
of the  Corporation  and to work  for the  success  of the  Corporation  and its
subsidiaries.

         B.  All  of  the  common  stock  awarded  to  LeGrand  was  subject  to
restrictions  and  substantial  risks of  forfeiture  under a  Restricted  Stock
Agreement  dated as of  April  27,  1998,  as  amended  (the  "Restricted  Stock
Agreement").

         The parties  hereby amend the  Restricted  Stock  Agreement by deleting
Section 4 thereof in its entirety.

         The parties  hereto have executed  this  Amendment as of the date first
above written.

                                            LMI AEROSPACE, INC.


                                            By:   /s/ Ronald S. Saks
                                                --------------------------------
                                                 (Authorized Officer)

                                              /s/ Lawrence J. LeGrand
                                            ------------------------------------
                                                 Lawrence J. LeGrand