##### Table of Contents









UNITED STATES

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 September 30, 1999, or



|     |                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|[  ] | 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 0-17028

IRONTON IRON, INC.



|                                               |  |                    
|---------------------------------------------- |  | -------------------
|                                              
|                                              
|                                              
|                                              
|OHIO                                           |  | 31-1117407         
|(State or other jurisdiction of                |  | (IRS Employer      
|incorporation or organization)                 |  | Identification No.)
|                                              
|                                              
|                                              
|                                              
|                                              
|5445 Corporate Drive, Suite 200, Troy Michigan |  | 48098-2683         
|(Address of principal executive offices)       |  | (Zip code)         

(248) 952-2500



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

At November 12, 1999 there
were 23,000 shares of Common Stock, no par value, outstanding.



---






---

TABLE OF CONTENTS



|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Part I Financial Information                                                                
|Item 1. Financial Statements                                                                 
|Interim Condensed Balance Sheets                                                             
|Interim Condensed Statements of Operations                                                   
|Interim Condensed Statements of Cash Flows                                                   
|Notes to Interim Condensed Financial Statements                                              
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Year 2000 Readiness Disclosure                                                               
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|Part II Other Information                                                                   
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Use of Proceeds                                            
|Item 3. Defaults upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     
|Signatures                                                                                   
|Exhibits Index                                                                               
|Exhibit 27 - Financial Data Schedule                                                         



---








PART I  FINANCIAL INFORMATION







Item 1.  Financial Statements


Ironton Iron, Inc.






Interim Condensed Balance Sheets


|                                  |                               |                                                                               |        |              |       |   |        |        |       | 
|--------------------------------- | ----------------------------- | ----------------------------------------------------------------------------- | ------ | ------------ | ----- | - | ------ | ------ | ----- | 
|                                  |                               | September 30,                                                                 |        | December 31,
|                                  |                               | 1999                                                                          |        | 1998        
|                                  |                               |                                                                               |        |             
|                                  |                               | (Unaudited)                                                                   |        |             
|                                  |                               |                                                                              
|                                  |                               | (in thousands of dollars)                                                    
|                                 
|                                 
|                                 
|                                 
|Assets                            |                               |                                                                               |        |              |       |   |        |       
|                                 
|                                 
|                                 
|                                 
|Current assets:                   |                               |                                                                               |        |              |       |   |        |       
|                                 
|                                 
|                                 
|                                 
|                                  | Cash and cash equivalents     |                                                                               | $      | 88           |       |   | $      | 13     |      
|                                 
|                                 
|                                 
|                                 
|                                  | Accounts receivable:          |                                                                               |        |              |       |   |        |        |      
|                                 
|                                 
|                                 
|                                 
|                                  |                               | Trade, less allowance for doubtful accounts of $446 in 1999 and
	$412 in 1998 |        |              | 7,318 |   |        |        | 7,908 | 
|                                 
|                                 
|                                 
|                                 
|                                  |                               | Other                                                                         |        |              | 665   |   |        |        | 410   | 
|                                 
|                                 
|                                 
|                                 
|                                  | Inventories                   |                                                                               |        | 3,610        |       |   |        | 3,026  |      
|                                 
|                                 
|                                 
|                                 
|                                  | Other current assets          |                                                                               |        | 15           |       |   |        | 102    |      
|                                  |                               |                                                                               |        |              |       |   |        |       
|Total current assets              |                               |                                                                               | 11,696 |              |       |   | 11,459 |       
|                                 
|                                 
|                                 
|                                 
|                                 
|Property, plant and equipment:    |                               |                                                                               |        |              |       |   |        |       
|                                 
|                                 
|                                 
|                                 
|                                  | Land                          |                                                                               |        | 295          |       |   |        | 295    |      
|                                 
|                                 
|                                 
|                                 
|                                  | Building and improvements     |                                                                               |        | 5,959        |       |   |        | 5,858  |      
|                                 
|                                 
|                                 
|                                 
|                                  | Machinery and equipment       |                                                                               |        | 32,656       |       |   |        | 29,749 |      
|                                 
|                                 
|                                 
|                                 
|                                  | Construction in progress      |                                                                               |        | 1,029        |       |   |        | 2,159  |      
|                                  |                               |                                                                               |        |              |       |   |        |       
|                                  |                               |                                                                               | 39,939 |              |       |   | 38,061 |       
|                                 
|                                 
|                                 
|                                 
|                                 
|                                  | Less accumulated depreciation |                                                                               |        | 24,273       |       |   |        | 22,218 |      
|                                  |                               |                                                                               |        |              |       |   |        |       
|Net property, plant and equipment |                               |                                                                               | 15,666 |              |       |   | 15,843 |       
|                                 
|                                 
|                                 
|                                 
|                                 
|Other noncurrent assets           |                               |                                                                               | 407    |              |       |   | 15     |       
|                                  |                               |                                                                               |        |              |       |   |        |       
|                                  |                               | $                                                                             | 27,769 |              |       | $ | 27,317 |       
|                                  |                               |                                                                               |        |              |       |   |        |       

2



---



##### Table of Contents



Ironton Iron, Inc.

Interim Condensed Balance Sheets

|                                         |                               |                           |         |              |   |   |         |         |  
|---------------------------------------- | ----------------------------- | ------------------------- | ------- | ------------ | - | - | ------- | ------- | -
|                                         |                               | September 30,             |         | December 31,
|                                         |                               | 1999                      |         | 1998        
|                                         |                               |                           |         |             
|                                         |                               | (Unaudited)               |         |             
|                                         |                               |                          
|                                         |                               | (in thousands of dollars)
|                                        
|                                        
|                                        
|                                        
|Liabilities and shareholders deficiency |                               |                           |         |              |   |   |         |        
|                                        
|                                        
|                                        
|                                        
|Current liabilities:                     |                               |                           |         |              |   |   |         |        
|                                        
|                                        
|                                        
|                                        
|                                         | Accounts payable              |                           | $       | 3,913        |   |   | $       | 4,020   |  
|                                        
|                                        
|                                        
|                                        
|                                         | Accrued wages and benefits    |                           |         | 1,072        |   |   |         | 858     |  
|                                        
|                                        
|                                        
|                                        
|                                         | Accrued workers compensation |                           |         | 425          |   |   |         | 375     |  
|                                        
|                                        
|                                        
|                                        
|                                         | Other accrued liabilities     |                           |         | 431          |   |   |         | 522     |  
|                                         |                               |                           |         |              |   |   |         |        
|Total current liabilities                |                               |                           | 5,841   |              |   |   | 5,775   |        
|                                        
|                                        
|                                        
|                                        
|                                        
|Due to affiliates                        |                               |                           | 65,279  |              |   |   | 52,570  |        
|                                        
|                                        
|                                        
|                                        
|                                        
|Redeemable preferred stock               |                               |                           | 3,594   |              |   |   | 3,506   |        
|                                        
|                                        
|                                        
|                                        
|Shareholders deficiency:                |                               |                           |         |              |   |   |         |        
|                                        
|                                        
|                                        
|                                        
|                                         | Common stock                  |                           |         | 2,000        |   |   |         | 2,000   |  
|                                        
|                                        
|                                        
|                                        
|                                         | Additional paid-in capital    |                           |         | 49,523       |   |   |         | 49,523  |  
|                                        
|                                        
|                                        
|                                        
|                                         | Accumulated deficit           |                           |         | (98,468      | ) |   |         | (86,057 | )
|                                         |                               |                           |         |              |   |   |         |        
|Shareholders deficiency                 |                               |                           | (46,945 | )            |   |   | (34,534 | )      
|                                         |                               |                           |         |              |   |   |         |        
|                                         |                               | $                         | 27,769  |              |   | $ | 27,317  |        
|                                         |                               |                           |         |              |   |   |         |        

See accompanying notes.

3



---



##### Table of Contents



Ironton Iron, Inc.






Interim Condensed Statements of Operations


|                                                                     |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |        |  
|-------------------------------------------------------------------- | ----------------------------- | ------------------------- | ------ | ----------------- | - | ------------- | ------ | ------------- | - | - | ------- | ------ | - | - | ------ | ------ | -
|                                                                     |                               |                           |        |                  
|                                                                     |                               | Three months ended        |        | Nine months ended
|                                                                     |                               |                           |        |                  
|                                                                     |                               | September 30,             |        | September 30,     |   | September 30, |        | September 30,
|                                                                     |                               | 1999                      |        | 1999              |   | 1999          |        | 1999         
|                                                                     |                               |                           |        |                   |   |               |        |              
|                                                                     |                               |                          
|                                                                     |                               | (Unaudited)              
|                                                                     |                               |                          
|                                                                     |                               | (in thousands of dollars)
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Net sales                                                            |                               | $                         | 13,939 |                   |   | $             | 12,518 |               |   | $ | 44,757  |        |   | $ | 40,453 |       
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Cost of sales                                                        |                               |                           | 18,083 |                   |   |               | 15,589 |               |   |   | 55,427  |        |   |   | 44,856 |       
|                                                                     |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |       
|Gross profit                                                         |                               |                           | (4,144 | )                 |   |               | (3,071 | )             |   |   | (10,670 | )      |   |   | (4,403 | )     
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Operating income (expense):                                          |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |       
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Corporate charges from parent |                           |        | (383              | ) |               |        | (420          | ) |   |         | (1,148 | ) |   |        | (1,260 | )
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Other operating income        |                           |        | 0                 |   |               |        | 107           |   |   |         | 0      |   |   |        | 386    |  
|                                                                     |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |       
|Operating loss                                                       |                               |                           | (4,527 | )                 |   |               | (3,384 | )             |   |   | (11,818 | )      |   |   | (5,277 | )     
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Interest expense              |                           |        | 157               |   |               |        | 196           |   |   |         | 505    |   |   |        | 556    |  
|                                                                     |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |       
|Loss before income taxes and cumulative effect of accounting
	change |                               |                           | (4,684 | )                 |   |               | (3,580 | )             |   |   | (12,323 | )      |   |   | (5,833 | )     
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Provision for income taxes                                           |                               |                           |       |                   |   |               |       |               |   |   |        |        |   |   |       |       
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Loss before cumulative effect of accounting change                   |                               |                           | (4,684 | )                 |   |               | (3,580 | )             |   |   | (12,323 | )      |   |   | (5,833 | )     
|                                                                     |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |       
|                                                                    
|Cumulative effect of accounting change                               |                               |                           |       |                   |   |               |       |               |   |   |        |        |   |   | 290    |       
|                                                                     |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |       
|Net loss                                                             |                               | $                         | (4,684 | )                 |   | $             | (3,580 | )             |   | $ | (12,323 | )      |   | $ | (5,543 | )     
|                                                                     |                               |                           |        |                   |   |               |        |               |   |   |         |        |   |   |        |       

See accompanying notes.

4



---



##### Table of Contents



Ironton Iron, Inc.






Interim Condensed Statements of Cash Flows


|                                                                         |                                              |                                          |         |               |      |   |        |        |      |  
|------------------------------------------------------------------------ | -------------------------------------------- | ---------------------------------------- | ------- | ------------- | ---- | - | ------ | ------ | ---- | -
|                                                                         |                                              |                                         
|                                                                         |                                              | Nine months ended                       
|                                                                         |                                              |                                         
|                                                                         |                                              | September 30,                            |         | September 30,
|                                                                         |                                              | 1999                                     |         | 1998         
|                                                                         |                                              |                                          |         |              
|                                                                         |                                              |                                         
|                                                                         |                                              | (Unaudited)                             
|                                                                         |                                              |                                         
|                                                                         |                                              | (in thousands of dollars)               
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Operating activities:                                                    |                                              |                                          |         |               |      |   |        |       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Net loss                                                                 |                                              | $                                        | (12,323 | )             |      | $ | (5,543 | )     
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Adjustments to reconcile net loss to cash used in operating
	activities: |                                              |                                          |         |               |      |   |        |       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Depreciation and amortization                |                                          |         | 2,149         |      |   |        | 2,036  |     
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Cumulative effect of accounting change       |                                          |         |              |      |   |        | (290   | )   
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Changes in operating assets and liabilities: |                                          |         |               |      |   |        |        |     
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         |                                              | Accounts receivable                      |         |               | 335  |   |        |        | (887 | )
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         |                                              | Inventories                              |         |               | (584 | ) |        |        | (647 | )
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         |                                              | Accounts payable and accrued liabilities |         |               | 66   |   |        |        | 79   |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         |                                              | Other assets and liabilities             |         |               | 87   |   |        |        | 50   |  
|                                                                         |                                              |                                          |         |               |      |   |        |       
|Net cash used in operating activities                                    |                                              |                                          | (10,270 | )             |      |   | (5,202 | )     
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Investing activities:                                                    |                                              |                                          |         |               |      |   |        |       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Additions to property, plant and equipment   |                                          |         | (1,878        | )    |   |        | (2,151 | )   
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Other                                        |                                          |         | (486          | )    |   |        |       |     
|                                                                         |                                              |                                          |         |               |      |   |        |       
|Net cash used in investing activities                                    |                                              |                                          | (2,364  | )             |      |   | (2,151 | )     
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Financing activities:                                                    |                                              |                                          |         |               |      |   |        |       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Increase in due to affiliates                |                                          |         | 12,709        |      |   |        | 7,410  |     
|                                                                         |                                              |                                          |         |               |      |   |        |       
|Net cash provided by financing activities                                |                                              |                                          | 12,709  |               |      |   | 7,410  |       
|                                                                         |                                              |                                          |         |               |      |   |        |       
|Net increase in cash and cash equivalents                                |                                              |                                          | 75      |               |      |   | 57     |       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Cash and cash equivalents at beginning of period                         |                                              |                                          | 13      |               |      |   | 21     |       
|                                                                         |                                              |                                          |         |               |      |   |        |       
|Cash and cash equivalents at end of period                               |                                              | $                                        | 88      |               |      | $ | 78     |       
|                                                                         |                                              |                                          |         |               |      |   |        |       

See accompanying notes.

5



---



##### Table of Contents



Ironton Iron, Inc.






Notes to Interim Condensed Financial Statements


September 30, 1999 (Unaudited)


1.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of
Ironton Iron, Inc. (Company) 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 presentation have been included.
Operating results for the three and nine months ended
September 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending
December 31, 1999. For further information, refer to the
financial statements and footnotes thereto included in the
Companys annual report on Form 10-K for the year ended
 December 31, 1998.

Inventories

Inventories consist of the following (in thousands of dollars):

|                      |  |               |       |              |  |   |       | 
|--------------------- |  | ------------- | ----- | ------------ |  | - | ----- | 
|                      |  | September 30, |       | December 31,
|                      |  | 1999          |       | 1998        
|                      |  |               |       |             
|Finished goods        |  | $             | 246   |              |  | $ | 40    | 
|                     
|                     
|                     
|                     
|Work in process       |  |               | 307   |              |  |   | 366   | 
|                     
|                     
|                     
|                     
|Raw materials         |  |               | 770   |              |  |   | 686   | 
|                     
|                     
|                     
|                     
|Supplies and patterns |  |               | 2,287 |              |  |   | 1,934 | 
|                      |  |               |       |              |  |   |       | 
|                      |  | $             | 3,610 |              |  | $ | 3,026 | 
|                      |  |               |       |              |  |   |       | 

Dependency on Parent

The Company has incurred significant operating losses since its
inception. Intermet Corporation (Intermet), the
Companys parent, has provided financial support by funding
losses, capital expenditures and working capital increases. The
Company remains dependent on Intermet and Intermet intends to
continue providing financial support, through intercompany cash
advances, for the Companys ongoing operations.

Loss per Common Share

Because Intermet owns all common stock of the Company, no income
or loss per common share information is included herein.

6



---



##### Table of Contents



Ironton Iron, Inc.

Notes to Interim Condensed Financial Statements (continued)

September 30, 1999 (Unaudited)


2.  Reporting for Business Segments

The Company is a single operating unit with essentially one
product line. Virtually all sales are made to one geographic area
 (United States). Thus, the Company has only one reportable
segment.

3.  Comprehensive Income

The Companys comprehensive losses for the three and nine
months ended September 30, 1999 and 1998 are the same as the
 net losses reported, respectively.

4.  Subsequent Events

On November 5, 1999, Intermet signed a five-year
$300 million unsecured revolving credit agreement with a
bank group. This agreement replaces the $200 million unsecured
revolving credit facility, which was to expire January 1,
2000. In addition, Intermet executed a $100 million 364-day
unsecured revolving credit agreement. Standby letters of credit
reduce the borrowing limits of these two agreements. The
revolving credit agreement provides Intermet with several
interest rate-pricing mechanisms. Intermet must also pay a fee,
at rates of 0.20% per annum and 0.175% per annum, on any unused
portion of the $300 million and $100 million loan
commitments, respectively. These revolving credit agreements
require Intermet to maintain specified financial ratios and
impose limitations on activities. The Company and other material
subsidiaries of Intermet have jointly and severally guaranteed
borrowings under these agreements.

7



---



##### Table of Contents



Forward Looking Statement

The following Item 2. Managements Discussion and Analysis
of Financial Condition and Results of Operations and Item 3.
 Quantitative and Qualitative Disclosures about Market Risk
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. When used in
this section, the words anticipate,
believe, estimate and expect
and similar expressions are generally intended to identify
forward-looking statements. Readers are cautioned that any
forward-looking statements, including statements regarding the
intent, belief or current expectations of the Company or its
management, are not guarantees of future performance and involve
risks and uncertainties. In addition, readers are cautioned that
actual results may differ materially from those in the
forward-looking statements as a result of various factors
including, but not limited to:



| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | general economic conditions in the markets in which the Company
	operates                                                         
|
| |  | fluctuations in worldwide or regional automobile and light and
	heavy truck production                                            
|
| |  | labor disputes involving the Company or its significant customers                                                                 
|
| |  | changes in practices and/or policies of the Companys
	significant customers toward outsourcing automotive components
	and systems
|
| |  | interest rate fluctuations                                                                                                        
|
| |  | commodity price fluctuations                                                                                                      
|
| |  | factors affecting the ability of the Company or its key suppliers
	 to resolve Year 2000 issues in a timely manner                
|
| |  | changes in the level of financial support provided by Intermet to
	 the Company, and                                              
|
| |  | other risks detailed from time to time in the Companys
	filings with the Securities and Exchange Commission.                     

The Company does not intend to update these forward-looking
statements.






|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
	Condition and Results of Operations

Material Changes in Financial Condition

Operating activities used $10.3 million in the nine months
ended September 30, 1999 due primarily to the operating
losses incurred during that period. Depreciation and amortization
 expense was $2.1 million. Accounts receivable decreased
$0.3 million from December 31, 1998 because although
June 1999s sales were greater than December 1998s,
the Company enhanced its accounts receivable collection efforts.
Additions to property, plant and equipment were $1.9 million
 during the nine months ended September 30, 1999. The cash
consumed in operating and investing activities was fully funded
by advances from Intermet. The Companys financial condition
 has deteriorated since the fourth quarter of 1995 and the
Company remains dependent on Intermet for continued intercompany
cash advances. Cumulative losses since 1988, when the Company was
 acquired by Intermet, are approximately $98.5 million.

On November 5, 1999, Intermet signed a five-year
$300 million unsecured revolving credit agreement with a
bank group. This agreement replaces the $200 million unsecured
revolving credit facility, which was to expire January 1,
2000. In addition, Intermet executed a $100 million 364-day
unsecured revolving credit agreement. Standby letters of credit
reduce the borrowing limits of these two agreements. The Company
and other material subsidiaries of Intermet have jointly and
severally guaranteed borrowings under these agreements.

8



---



##### Table of Contents



Material Changes in Results of Operations

Sales for the quarters ended September 30, 1999 and 1998
were $13.9 and $12.5 million, respectively. Sales for the nine
months ended September 30, 1999 and 1998 were $44.8 and
$40.5 million, respectively. The Company launched the
enhanced compacted graphite bedplate on the dry sand process line
 in June 1998 and moved it to the SPO line in the first
quarter of 1999. This business has provided additional volume for
 the Company. The Company continues to evaluate alternatives to
improve profitability as it is currently operating below
breakeven levels due to less than optimal manufacturing and labor
 performance. Because of the Companys continuing
operational difficulties, customers representing a significant
portion of the Companys sales volumes have informed the
Company that they have decided to place their business with
alternative sources. A portion of this business has already
ceased production and we anticipate that we may lose the
remaining volume in 2000, which is expected to have a significant
 adverse impact on the Company.

Gross profit as a percentage of sales for the third quarter of
1999 was negative 29.7% compared to a negative 24.5% for the
third quarter of 1998. Gross profit as a percentage of sales for
the nine-month period ended September 30, 1999 was negative 23.8%
 compared to a negative 10.9% for the same period in 1998.
Beginning in the second quarter of 1998 and continuing through
the third quarter of 1999, the Company experienced and continues
to experience various labor and operational difficulties. In
addition, there were costs associated with the launch and
production ramp-up of its newest product during the first quarter
 of 1999.

Intermet files a consolidated federal income tax return that
includes the Company. The Companys income tax provision is
calculated and reported as if the Company filed a separate
federal income tax return. The Company has incurred significant
operating losses since its inception and has reserved its net
operating loss carryforwards. As such, the Company has zero tax
benefit recorded for the three and nine-month periods ended
September 30, 1999 and 1998.

As a result of the continued operational performance problems,
the Company incurred losses of $4.7 million and
$12.3 million for the three and nine months ended
September 30, 1999, respectively.






Year 2000 Readiness Disclosure


The Company completed a Year 2000 readiness assessment of its
business critical Informational Technology (IT) and
non-IT systems. As a result of the assessment, the Company
developed and implemented corrective action plans designed to
address Year 2000 issues. The Company modified, upgraded and/or
replaced the Companys critical administrative, production,
and research and development computer systems, where necessary,
to make them Year 2000 ready. The Company believes its critical
systems are Year 2000 ready and will continue to test and monitor
 these systems.

Because the Companys operations depend on the uninterrupted
 flow of materials and services from its suppliers, the Company
has requested and has been receiving and analyzing information
from its suppliers with regard to their progress toward Year 2000
 readiness. Based on this information, the Company is confident
that its suppliers will be able to continue to provide materials
and services. The Company intends to continue to monitor the Year
 2000 readiness of its key suppliers.

9



---



##### Table of Contents



The Companys estimated pro-rata portion of Intermets
cost for Year 2000 compliance is less than $150,000. It is
possible that the actual cost of the Companys Year 2000
readiness effort could exceed these estimates.

Although the Company has a process in place to assess Year 2000
readiness on the part of its suppliers, the Company considers the
 most reasonably likely worst case scenario is that one or more
of the Companys suppliers might encounter a Year 2000
problem and be unable to supply materials. If this was to occur
and the Company could not obtain the same materials from another
vendor, production could be interrupted, which could result in
lost sales and profits. However, it is likely that the Company
could obtain the same materials from another vendor. In addition,
 while the Company is taking action to correct deficiencies in
its own systems, it is possible that one or more of the
Companys facilities or critical business systems might not
achieve Year 2000 readiness as anticipated. This could also
result in disruption of operations and lost sales and profits.

The Company has developed and is continually refining contingency
 plans for its critical systems. These contingency plans are
intended to avoid or mitigate the risks that key suppliers might
not achieve Year 2000 readiness in time to avoid disruption of
the Companys operations.

Readers are cautioned that forward looking statements contained
in this Year 2000 discussion should be read in conjunction with
the Companys disclosures under the cautionary statement for
 the purposes of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995, included before
 Managements Discussion and Analysis of Financial Condition
 and Results of Operations.






|        |                                                           
|------- | ----------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to market risk with regard to interest
rate and commodity pricing. The Company has analyzed the effect
of these risks on the balance sheet, results of operations and
cash flows and it anticipates that the impact will be immaterial.






PART II  OTHER INFORMATION







Item 1.  Legal Proceedings


The Company is engaged in various legal proceedings and other
matters incidental to its normal business activities. The Company
 does not believe there are any pending or threatened legal
proceedings to which it is a party, or to which any of its
property is subject, that will have a material effect on its
consolidated financial position, results of operations or
liquidity taken as a whole.






Item 2.  Changes in Securities and Use of Proceeds


None






Item 3.  Defaults upon Senior Securities


None

10



---



##### Table of Contents








Item 4.  Submission of Matters to a Vote of Security
 Holders


None






Item 5.  Other Information


None






Item 6.  Exhibits and Reports on Form 8-K


(a)  The following exhibits are filed with this Report
pursuant to Item 601 of Regulation S-K:

|        |  |                         
|------- |  | ------------------------
|Exhibit |  |                         
|Number  |  | Description of Exhibit  
|        |  |                         
|27      |  | Financial Data Schedule.

(b)  The Company filed no reports on Form 8-K for the
three months ended September 30, 1999.

11



---



##### Table of Contents








SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
 behalf by the undersigned thereunto duly authorized.



| |                   
| | ------------------
| | Ironton Iron, Inc.



| |     |                         
| | --- | ------------------------
| | By: | /s/ DORETHA J. CHRISTOPH

| |                                     
| | ------------------------------------
| |                                     
| | Doretha J. Christoph                
| | Vice President, Secretary, Treasurer
| | and Director (Principal Financial   
| | and Accounting Officer)             



12



---



##### Table of Contents








Exhibits Index





|               |    |                        |  |                         
|-------------- | -- | ---------------------- |  | ------------------------
|Exhibit Number |    | Description of Exhibit
|               |    |                       
|               | 27 |                        |  | Financial Data Schedule.

13