SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549


                                FORM 10-K/A

                     FOR ANNUAL AND TRANSACTION REPORTS
                  PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 2000
                                                       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 0-22206

                            NIAGARA CORPORATION
           (Exact name of registrant as specified in its charter)

         Delaware                                        59-3182820
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                  Identification No.)

 667 Madison Avenue, New York, New York                     10021
 --------------------------------------                     -----
(Address of Principal Executive Offices)                  Zip Code

     Registrant's telephone number, including area code: (212) 317-1000

      Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, par value $.001 per share

     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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein. |X|

     As of April 26, 2001, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $9,410,601
(assumes the registrant's officers, directors and all stockholders holding
5% of the outstanding shares are affiliates).

     There were 8,363,817 shares of the Registrant's Common Stock
outstanding as of April 26, 2001.

     Documents Incorporated by Reference: None.

     This filing amends the previously filed Annual Report on Form 10-K of
Niagara Corporation ("Niagara") for the fiscal year ended December 31,
2000, as subsequently amended on April 30, 2001, to amend and restate in
its entirety Item 11 of Part III thereof.


ITEM 11. EXECUTIVE COMPENSATION


Summary Compensation Table

     The following table summarizes compensation paid by Niagara and its
subsidiaries during each of the last three fiscal years to its Chief
Executive Officer and its other executive officers as of December 31, 2000
(collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                                                 Long-Term Compensation
                                                                                 Securities Underlying         All Other
         Executive Officer             Year         Annual Compensation          Options (No. of Shares)     Compensation(2)
         -----------------             ----         -------------------          -----------------------     ------------
                                                  Base Salary      Bonus(1)
                                                  -----------      -----
<S>                                    <C>     <C>                <C>                       <C>             <C>
Michael J. Scharf                      2000    $  480,000         $240,000                         --       $   12,563
  Chairman, Chief Executive Officer    1999    $  480,000               --                    600,000       $   11,857
    and President                      1998    $  480,000         $200,000                         --       $   12,074

Frank Archer                           2000    $  225,000         $125,000                         --       $   12,563
   President of Niagara LaSalle        1999    $  225,000               --                    100,000       $   12,000
   and LaSalle                         1998    $  225,000         $150,000                         --       $   13,940

Raymond Rozanski                       2000    $  225,000               --                         --       $   12,563
   Vice President and Treasurer        1999    $  225,000               --                    100,000       $   12,000
                                       1998    $  225,000         $150,000                         --       $   13,904

Marc J. Segalman                       2000    $  225,000          $75,000                         --       $   12,563
   Vice President and General Counsel  1999    $  225,000               --                         --       $   12,000
                                       1998    $  225,000          $50,000                  25,000 (3)      $    6,882
---------------------------
(1)    Paid in subsequent year.

(2)    Amounts include (i) employer matching and additional contributions under the Niagara LaSalle 401(k) Retirement Savings

       Plan equal to a 100% match for the first 3% of employee contributions, a 50% match for the next 2% of employee
       contributions and an additional employer contribution equal to 2% of earnings, subject, in each case, to certain
       limitations, (ii) annual premiums ranging from $1,080 to $1,255 on life insurance policies providing coverage for such
       officers of two times annual salary, up to a maximum of $250,000 and (iii) annual premiums ranging from $1,095 to
       $1,283 on long-term disability policies providing for, in the event of disability, two-thirds of monthly earnings, up
       to a maximum of $10,000 per month. Certain perquisites and other personal benefits that aggregate in each case to less
       than the lesser of either $50,000 or 10% of the Named Executive Officer's annual salary and bonus have been omitted
       pursuant to Item 402(b)(2)(iii)(C)(1) of Regulation S-K.

(3)    Reflects the repricing on December 15, 1998 of an option granted on September 8, 1997.
</TABLE>


Stock Option Grants

         No stock options were granted to any of the Named Executive
Officers during 2000.


Stock Option Exercises and Fiscal Year End Values

         No stock options were exercised by any of the Named Executive
Officers during 2000.

     The following table sets forth, for each Named Executive Officer, the
number of shares of Niagara Common Stock underlying the total number of
stock options held by him at Niagara's December 31, 2000 fiscal year end.
Based on the closing price for Niagara Common Stock as of such date, none
of the stock options granted by Niagara to its Named Executive Officers
were in-the-money.


                 EXERCISABLE/UNEXERCISABLE STOCK OPTIONS AT
                              FISCAL YEAR END

                                   Number of Shares Underlying
                                 Options at 2000 Fiscal Year End
   Name                         Exercisable        Unexercisable

   Michael J. Scharf                340,000           560,000

   Frank Archer                     260,000            90,000

   Raymond Rozanski                 260,000            90,000

   Marc J. Segalman                  40,000            10,000


Pension Plan Table

     The following table sets forth estimated annual benefits payable to
Michael Scharf upon his retirement from Niagara under his Employment
Agreement (see "EXECUTIVE COMPENSATION-Employment Contracts - Michael
Scharf") based upon estimates of his Final Average Pay (as described below)
and years of service with Niagara.


                             PENSION PLAN TABLE

                              Years of Service

 Final Average Pay              10                  15                 20
 -----------------              --                  --                 --
      $500,000               $125,000            $187,500           $250,000
      $550,000               $137,500            $206,250           $275,000
      $600,000               $150,000            $225,000           $300,000
      $650,000               $162,500            $243,750           $325,000
      $700,000               $175,000            $262,500           $350,000
      $750,000               $187,500            $281,250           $375,000
      $800,000               $200,000            $300,000           $400,000
      $850,000               $212,500            $318,750           $425,000
      $900,000               $225,000            $337,500           $450,000
      $950,000               $237,500            $356,250           $475,000
    $1,000,000               $250,000            $375,000           $500,000


     Mr. Scharf's Employment Agreement provides that he will be entitled,
commencing on the first day of the month following his termination of
employment with Niagara, to receive an annual retirement benefit equal in
amount to his Final Average Pay, multiplied by the product of his years of
service with Niagara and 2.5%, with 50% of such annual amount to be paid to
his surviving spouse during her lifetime. Final Average Pay is defined in
Mr. Scharf's Employment Agreement to mean the highest average of his
combined annual salary and bonus over a three-consecutive-year period
during the ten-year period immediately preceding the year in which he
incurs a termination of his employment with Niagara. Accordingly, Mr.
Scharf's current Final Average Pay is $706,667. He has 7.67 years of
service with Niagara as of December 31, 2000. The estimated annual benefits
set forth in the Pension Plan Table are computed on a straight-life annuity
basis, commencing at normal retirement age, and are not subject to any
deduction for social security or other offsetting amounts.

Employment Contracts

Michael Scharf

     Niagara and Niagara LaSalle entered into an employment agreement with
Michael Scharf dated as of January 1, 1999 (the "Employment Agreement"),
providing, among other things, that he will continue to serve as the
Chairman, Chief Executive Officer and President of Niagara and the Chairman
and Chief Executive Officer of Niagara LaSalle for the term of the
Employment Agreement. Such term will be for five years, subject to annual
one-year extensions commencing on January 1, 2002 unless Niagara or Mr.
Scharf provides the other with timely notice not to extend. The Employment
Agreement provides that Mr. Scharf will be entitled to (i) an annual base
salary ("Annual Base Salary") of not less than $480,000; (ii) a
performance-based annual incentive bonus subject to the approval of
Niagara's stockholders (which was approved at Niagara's 1999 Annual Meeting
of Stockholders); (iii) a supplemental annual retirement benefit ("SERP")
equal in amount to Mr. Scharf's Final Average Pay (as defined in the
Employment Agreement), multiplied by the product of Mr. Scharf's years of
service with Niagara and 2.5%, with 50% of such annual amount to be paid to
Mr. Scharf's surviving spouse during her lifetime; (iv) annual grants of
stock options as determined by the Compensation Committee of Niagara's
Board of Directors; and (v) medical coverage and specified fringe benefits.

     If Mr. Scharf's employment is terminated by Niagara without Cause (as
defined in the Employment Agreement) or by Mr. Scharf due to a breach of
the Employment Agreement by Niagara, Niagara will (i) provide Mr. Scharf
with a lump sum amount equal to the product of (A) the greater of three and
the number of years remaining in the term of the Employment Agreement
("Severance Multiple"), and (B) the sum of Mr. Scharf's then current Annual
Base Salary and the greater of Mr. Scharf's three-year average annual
bonus and the target bonus for the year of termination; (ii) provide Mr.
Scharf with a pro rata bonus for the year of termination; (iii) for the
number of years equal to the Severance Multiple provide Mr. Scharf with
additional years of service credit under the SERP, continued life insurance
benefits and continued exercisability of stock options; and (iv) cause all
of Mr. Scharf's outstanding equity awards to vest. Mr. Scharf would also
receive a gross-up payment for any excise tax payable under Section 4999 of
the Internal Revenue Code of 1986, as amended.

Other Named Executive Officers

     No Named Executive Officer other than Michael Scharf is a party to an
employment agreement with Niagara or any of its subsidiaries which is
currently in effect.

Compensation of Directors

     The members of the Board of Directors are compensated in a manner and
at a rate determined from time to time by the full Board. Each member of
the Board of Directors, other than Michael Scharf and Frank Archer,
received as compensation for his service as a director during 2000 (i)
$10,000 and (ii) a non-qualified stock option to purchase 10,000 shares of
Niagara Common Stock granted on April 3, 2000 and exercisable at $5.50 per
share (collectively, the "Director Options"). Each Director Option became
exercisable as to 2,000 of the underlying shares on the date of grant and
becomes exercisable as to an additional 2,000 of the underlying shares on
each of the first through fourth anniversaries of the date of grant,
provided the holder is then serving as a director of Niagara. Upon a
"change in control" of Niagara (as defined in Niagara's 1995 Stock Option
Plan), each Director Option will become exercisable in full.

     Niagara maintains directors and officers liability insurance which
insures directors and officers of Niagara and its subsidiaries against
certain liabilities by them while serving in such capacities, and
reimburses Niagara for certain indemnification payments made by Niagara to
directors and officers of Niagara and its subsidiaries. These policies
extend through March 12, 2002 at a total annual premium of $108,750. No
claims have been made under these policies.


Compensation Committee Interlocks and Insider Participation

     The Compensation Committee of the Board of Directors is comprised of
Gerald L. Cohn and Douglas T. Tansill. There are no "interlocks" as defined
by the SEC with respect to any director who serves or for any part of 2000
served as a member of the Compensation Committee.


                                 SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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, on the
third day of May, 2001.

                                   NIAGARA CORPORATION



                                   By:  /s/ Michael J. Scharf
                                        ---------------------------
                                        Michael J. Scharf
                                        Chairman of the Board
                                        Chief Executive Officer and President



     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                       <C>                                   <C>
                                          Chairman of the Board,
 /s/  Michael J. Scharf                   Chief Executive Officer               May 3, 2001
--------------------------------------    and President
      Michael J. Scharf


                                          Vice President,
                                          Chief Financial and
 /s/  Raymond Rozanski                    Principal Accounting                  May 3, 2001
--------------------------------------    Officer
      Raymond Rozanski


/s/   Gilbert D. Scharf                   Secretary and Director                May 3, 2001
--------------------------------------
      Gilbert D. Scharf

/s/   Frank Archer                        Director                              May 3, 2001
--------------------------------------
      Frank Archer


/s/   Gerald L. Cohn                      Director                              May 3, 2001
--------------------------------------
      Gerald L. Cohn


/s/   Andrew R. Heyer                    Director                               May 3, 2001
--------------------------------------
      Andrew R. Heyer


 /s/  Douglas T. Tansill                  Director                              May 3, 2001
--------------------------------------
      Douglas T. Tansill
</TABLE>