UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-K/A

                       FOR ANNUAL AND TRANSITION 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, 2002 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, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

     As of June 28, 2002, the aggregate market value of the voting stock held
by non-affiliates of the registrant was approximately $9,845,395 (assumes the
registrant's officers, directors and all stockholders holding 5% or more of
outstanding shares are affiliates).

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes __ No [X].
                                               ---
     There were 8,238,517 shares of the registrant's Common Stock outstanding
as of April 25, 2003.

     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, 2002
(the "Form 10-K"). As stated in the Form 10-K, certain Items comprising Part
III thereof would be filed by amendment or incorporated by reference from
Niagara's Proxy Statement for its 2003 Annual Meeting of Stockholders.


                                   PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Directors

         Certain information with respect to the directors of Niagara is set
forth below.

         Michael J. Scharf, 60, has been the Chairman of the Board, President
and Chief Executive Officer of Niagara since its inception in 1993. He has
also served as the Chairman of the Board and Chief Executive Officer of
Niagara LaSalle Corporation ("Niagara LaSalle") and LaSalle Steel Company
("LaSalle") since the dates of their acquisition by Niagara and Niagara
LaSalle, respectively, and currently holds various other positions with such
subsidiaries. Since March 1999, Mr. Scharf has also been the Chairman of the
Board and a director of Niagara LaSalle (UK) Limited ("Niagara UK"), a
subsidiary of Niagara which acquired eight U.K. steel bar businesses during
May 1999. Since August 1994, Mr. Scharf has been a director of Maxcor (see
below), and until August 1997, was also a Vice President of Maxcor and its
Secretary and Treasurer. Mr. Scharf received an A.B. degree from Princeton
University and an M.B.A. from the Harvard Business School.

         Gilbert D. Scharf, 54, has been the Secretary and a director of
Niagara since its inception, and until March 1998, was also a Vice President
of Niagara and its Treasurer. He has also served as a director of Niagara
LaSalle and LaSalle since the dates of their acquisition by Niagara and
Niagara LaSalle, respectively. Since August 1994, Mr. Scharf has been Chairman
of the Board, President and Chief Executive Officer of Maxcor Financial Group
Inc., a holding company with operating subsidiaries in the financial services
industry ("Maxcor"), and currently holds the same positions with Euro Brokers
Investment Corporation, a financial services company and subsidiary of Maxcor,
as well as of a number of its subsidiaries. Mr. Scharf received a B.A. degree
from Duke University.

         Frank Archer, 66, has been a director of Niagara since May 1998. Mr.
Archer has been the President and a director of Niagara LaSalle since its
formation in 1986 and the President and a director of LaSalle since April 1997
when it was acquired by Niagara LaSalle. Mr. Archer received a Certificate in
Tool and Die Design from the Cleveland Engineering Institute and an Associates
degree from John Carroll University. He also attended the Advanced Management
Program at the Harvard Business School.

         Gerald L. Cohn, 74, has been a director of Niagara since its
inception. Mr. Cohn is a private investor who, since 1968, has been involved
in the financing and acquisition of companies, including AgMet, Inc., a
refiner of precious metals and a recycler of ferrous and non-ferrous metals,
Cadillac Cable Corp., a multi-plant manufacturer of copper and aluminum
building wire, Pepco, Inc., a ferrous and non-ferrous metal recycler and
ferrous stevedoring and shipping company, and DVI, Inc., a health service
finance company for which Mr. Cohn currently serves as a financial advisory
consultant and a director. He is also a director of Diametrics Medical, Inc.
and Frazier Healthcare Investments, L.P. Mr. Cohn attended Penn State
University. He is a member of the Board's Audit Committee and the Chairman of
its Compensation Committee.

         Andrew R. Heyer, 44, has been a director of Niagara since its
inception. Since February 2000, Mr. Heyer has been a Managing Director of
Trimaran Fund Management, L.L.C., the investment advisor to Trimaran Fund II,
L.L.C., a private equity fund. Since July 1998, Mr. Heyer has also been a
member of the Investment Committee of Trimaran Advisors, L.L.C, the investment
advisor to Caravelle Investment Fund, L.L.C. and Caravelle Investment Fund II,
L.L.C., each of which is a collateralized debt obligation fund. Since June
2001, Mr. Heyer has been a Vice Chairman, and from August 1995 through June
2001, he was a Managing Director and co-head of the Leveraged Finance Group,
of CIBC World Markets Corp., an investment banking firm. Since August 1995,
Mr. Heyer has also been co-head of CIBC Argosy Merchant Banking Funds. He is
also a director of Hain Celestrial Food Group, Inc. and Fairfield
Manufacturing Company, Inc. Mr. Heyer received a B.S. degree and an M.B.A.
from the Wharton School of the University of Pennsylvania. He is the Chairman
of the Board's Audit Committee.

         Douglas T. Tansill, 64, has been a director of Niagara since March
1998. Since January 2000, Mr. Tansill has been a private investor and
financial consultant. From November 2000 to January 2002, Mr. Tansill was an
Advisor to UBS Warburg, an investment banking firm. From December 1994 through
August 1998, Mr. Tansill was a Managing Director, and from August 1998 through
November 2000, he was an Advisory Director, in the Investment Banking Division
at Paine Webber Incorporated, an independent national securities firm. Mr.
Tansill received a B.A. degree from Trinity College and an M.B.A. from the
Harvard Business School. He is a member of the Board's Audit and Compensation
Committees.


Executive Officers

         Set forth below is certain information with respect to each of the
executive officers of Niagara who is not also a director of Niagara.

         Marc J. Segalman, 44, has been the Executive Vice President and
General Counsel of Niagara since January 2002, and from September 1997 through
January 2002, he was a Vice President of Niagara and its General Counsel. Mr.
Segalman has also been an Executive Vice President and the General Counsel of
Niagara LaSalle and LaSalle since March 2000. From October 1987 through August
1997, Mr. Segalman practiced law in the mergers and acquisitions group of
Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Segalman received an A.B. degree
from Dartmouth College and a J.D. degree from the Boston University School of
Law.

         Raymond Rozanski served as Vice President and the Treasurer of
Niagara from March 1998 until his death in April 2003, as an Executive Vice
President, the Secretary, Treasurer and a director of Niagara LaSalle since
its formation until April 2003, and an Executive Vice President, the Treasurer
and a director of LaSalle since it was acquired by Niagara LaSalle until April
2003. Mr. Rozanski also served as the Secretary and a director of Niagara UK
from March 1999 until April 2003. Mr. Rozanski received a B.S. degree in
Business Administration from the State University of New York at Buffalo. As
of the date hereof, no replacement for Mr. Rozanski has been appointed by
Niagara's Board of Directors.

         David Sinclair, 33, has been Vice President for Information
Technology of Niagara, Niagara LaSalle and LaSalle since January 2002. From
June 1999 through January 2002, he was the Director of Information Technology
for Niagara LaSalle and LaSalle. From August 1997 through December 1998, Mr.
Sinclair was the Manager of Internet Development for QAD, Inc., a vendor of
enterprise resource planning software. Mr. Sinclair received a B.S. degree in
Business Administration from the State University of New York at Buffalo.

         Michael J. Scharf and Gilbert D. Scharf are brothers. There are no
other family relationships among Niagara's directors or executive officers.


Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires Niagara's directors, officers and persons who
beneficially own more than 10% of a registered class of Niagara's equity
securities ("10% stockholders") to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and changes in ownership
in Niagara's equity securities and to furnish Niagara with copies of all such
forms. Based solely on its review of copies of such forms received by it, and
written representations that no other reports were required, Niagara believes
that, other than the filing of the Initial Statement of Beneficial Ownership
by David Sinclair which was filed late, all such Section 16(a) filing
requirements applicable to its directors, officers and 10% stockholders with
respect to Niagara's fiscal year ended December 31, 2002 and its prior fiscal
years were complied with on a timely basis.

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, 2002
(collectively, the "Named Executive Officers").

<table>
<caption>

                                                          Annual Compensation
                                                          -------------------

                                                                                             All Other
            Executive Officer                Year      Base Salary        Bonus(1)        Compensation(2)
            -----------------                ----      -----------        --------        ---------------


                                          <c>       <c>                 <c>            <c>
Michael J. Scharf                            2002      $  480,000          $ 200,000      $    15,251
  Chairman, Chief Executive Officer          2001      $  480,000                  -      $    13,229
     and President                           2000      $  480,000          $ 240,000      $    12,563

Frank Archer                                 2002      $  325,000          $ 100,000      $    39,339 (3)
   President of Niagara LaSalle and          2001      $  325,000                  -      $    37,317 (3)
       LaSalle                               2000      $  225,000          $ 125,000      $    12,563

Marc J. Segalman                             2002      $  300,000           $ 75,000      $    15,251
   Executive Vice President and              2001      $  300,000                  -      $    13,229
       General Counsel                       2000      $  225,000           $ 75,000      $    12,563

Raymond Rozanski (4)                         2002      $  225,000           $ 75,000      $    15,251
   Vice President and Treasurer              2001      $  225,000                  -      $    13,229
                                             2000      $  225,000                  -      $    12,563

David Sinclair (5)                           2002      $  250,000           $ 50,000      $    15,251
    Vice President for Information
        Technology

</table>

(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 of up to $1,740 on life
        insurance policies providing coverage for such officers of two times
        annual salary, up to a maximum of $500,000, (iii) annual premiums of
        up to $1,350 on long-term disability policies providing for, in the
        event of disability, two-thirds of monthly earnings, up to a maximum
        of $15,000 per month and (iv) annual premiums of up to $41 on travel
        accident policies providing for, in the event of death or injury to
        the insured while traveling, up to $250,000, and in the event of death
        or injury to the insured's spouse while traveling with the insured on
        business, $250,000. 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)     Amount includes annual premiums of (i) $ 20,000 on approximately $ 3.5
        million of supplemental life insurance coverage and (ii) $ 4,088 on
        long-term care policy providing for, in the event of certain
        disabilities, $ 300 per day up to a maximum of $ 657,000.

(4)     Raymond Rozanski died on April 13, 2002. As of the date hereof, no
        replacement for Mr. Rozanski has been appointed by Niagara's Board of
        Directors.

(5)     David Sinclair became Niagara's Vice President for Information
        Technology during January 2002.


Stock Option Grants

         No stock options were granted to any of the Named Executive Officers
during 2002.


Stock Option Exercises and Fiscal Year End Values

         No stock options were exercised by any of the Named Executive
Officers during 2002.

         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, 2002 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 2002 Fiscal Year End
                                          --------------------------------
          Name                          Exercisable           Unexercisable
          ----                          -----------           -------------
          Michael J. Scharf               660,000                240,000

          Frank Archer                    310,000                 40,000

          Raymond Rozanski                310,000                 40,000

          Marc J. Segalman                 50,000                   -

          David Sinclair                   30,000                 20,000


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 "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

         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. Mr. Scharf's current Final Average
Pay is $626,667. He has 9.67 years of service with Niagara as of December 31,
2002. 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
$15,000 as compensation for his service as a director during 2002.

         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, 2004
at a total annual premium of $125,780. 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 2002 served
as a member of the Compensation Committee.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
           AND RELATED STOCKHOLDER MATTERS


         Set forth below is certain information concerning beneficial
ownership of Niagara's Common Stock as of April 25, 2003 by (i) each director
of Niagara, (ii) each Named Executive Officer, (iii) all directors and
executive officers of Niagara as a group and (iv) based on public filings made
through April 25, 2003, persons known by Niagara to be the beneficial owners
of 5% or more of the outstanding shares of Niagara Common Stock.

<table>
<caption>

                                                                                                         Percentage
                                Name (1)                                     Number of Shares (2)    Beneficially Owned (3)
                                ----                                         ----------------        ------------------


                                                                                <c>                     <c>
Michael J. Scharf .............................................................    3,249,300               36.0%

Gilbert D. Scharf .............................................................      599,700                7.2%

Raymond Rozanski ..............................................................      336,250                3.9%

Frank Archer ..................................................................      330,000                3.9%

Andrew R. Heyer ...............................................................       76,500                 *

Gerald L. Cohn ................................................................       63,000                 *

Marc J. Segalman ..............................................................       50,000                 *

Douglas T. Tansill ............................................................       50,000                 *

David Sinclair ................................................................       30,000                 *

All directors and executive officers as a group (nine persons) ................    4,784,750               48.1%

Wynnefield Group (7) ..........................................................      539,619                6.5%

Dimensional Fund Advisors Inc. (8) ............................................      535,300                6.5%

</table>

*     Less than 1%

(1)   The address of each stockholder, other than Dimensional and the
      Wynnefield Group (each as defined below), is c/o Niagara Corporation,
      667 Madison Avenue, 11th Floor, New York, New York 10021.

(2)   Includes shares of Niagara Common Stock issuable upon the exercise of
      stock options held by the stockholder that are currently exercisable or
      exercisable within 60 days ("Exercisable Options"). Beneficial Ownership
      of Exercisable Options is as follows: Michael J. Scharf -- 780,000;
      Gilbert D. Scharf -- 53,000; Raymond Rozanski -- 330,000; Frank Archer
      -- 330,000; Andrew R. Heyer -- 53,000; Gerald L. Cohn -- 53,000; Marc J.
      Segalman -- 50,000; David Sinclair -- 30,000; Douglas T. Tansill --
      28,000; and all directors and executive officers as a group --
      1,707,000.

(3)   Based upon 8,238,517 shares of Niagara Common Stock outstanding as of
      April 25, 2003, plus any shares of Niagara Common Stock issuable upon
      the exercise of Exercisable Options held by the stockholder (but not by
      any other stockholder).

(4)   Includes 205,000 shares of Niagara Common Stock held by the Michael J.
      Scharf 1987 Grantor Income Trust and 194,500 shares of Common Stock held
      by the Scharf Family 1989 Trust. Michael Scharf is trustee of both of
      these trusts.

(5)   Includes 433,700 shares of Niagara Common Stock held by the Gilbert D.
      Scharf Living Trust, of which Gilbert Scharf is the sole trustee and
      5,000 shares held by Gilbert Scharf for his son under the New York
      Uniform Transfer to Minor Act.

(6)   Includes 6,250 shares of Niagara Common Stock held by a trust for the
      benefit of Mr. Rozanski's children, of which Mr. Rozanski was trustee.

(7)   Information with respect to Wynnefield Partners Small Cap Value, L.P.,
      Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield Partners
      Small Cap Value, L.P. I , Wynnefield Capital Management LLC and
      Wynnefield Capital, Inc. (collectively, the "Wynnefield Group") and
      their holdings of Niagara Common Stock is based on the Wynnefield
      Group's Schedule 13D/A dated November 27, 2002. The business address of
      each member of the Wynnefield Group is 450 Seventh Avenue, Suite 509,
      New York, New York 10123.

(8)   Information with respect to Dimensional Fund Advisors, Inc.
      ("Dimensional") and its holdings of Niagara Common Stock is based on
      Dimensional's Schedule 13G/A dated February 3, 2003. The address of
      Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
      90401.


Equity Compensation Plan Information

         Set forth below is certain information concerning securities
authorized for issuance under Niagara's equity compensation plans as of
December 31, 2002:

<table>
<caption>

                                        Number of securities to be    Weighted average          Number of securities remaining
                                         issued upon exercise of      exercise price of       available for future issuance under
                                          outstanding options,       outstanding options,     equity compensation plans (excluding
                                         warrants and rights (a)    warrants and rights (b)    securities reflected in column (a))
                                         -----------------------    ----------------------    ------------------------------------


                                             <c>                        <c>                               <c>
Equity compensation plans approved
  by security holders                           2,310,000                  $5.70                             190,000

Equity compensation plans not
  approved by security holders                          -                    -                                  -
                                                ----------                                                   --------
Total                                           2,310,000                  $5.70                             190,000
                                                ==========                                                   ========
</table>


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Andrew Heyer, a director of Niagara, is a Vice Chairman, and through
June 2001, he was a Managing Director, of CIBC World Markets Corp. CIBC World
Markets Corp. is a subsidiary of CIBC Inc., which, through March 28, 2002, was
a party to a $90 million revolving credit and term loan agreement with Niagara
LaSalle and LaSalle, the obligations of which are guaranteed by Niagara. CIBC
Inc.'s commitments under this credit agreement totaled approximately $21.8
million at such time.

         On March 19, 2002, Niagara LaSalle loaned Frank Archer $110,000. The
loan was evidenced by a Promissory Note (the "Original Note") executed by Mr.
Archer in favor of Niagara LaSalle and due on July 19, 2002. Interest on the
unpaid principal amount of the Original Note accrued at 4.32% per annum. The
Original Note permitted prepayments of principal without premium or penalty.
On July 18, 2002, Niagara LaSalle extended the maturity date of the Original
Note to September 19, 2002. All other terms of the Original Note remained the
same. The foregoing was reflected in an Amended and Restated Promissory Note
(the "Amended Note") issued by Mr. Archer to Niagara LaSalle in exchange for
the Original Note. On August 7, 2002, Mr. Archer paid Niagara LaSalle all
amounts due on the Amended Note. Mr. Archer is a director of Niagara and the
President of Niagara LaSalle and LaSalle.


ITEM 15.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Independent accountant fees incurred in respect of services rendered
to Niagara and its subsidiaries for 2002, including the audit of its December
31, 2002 financial statements, will be contained in Niagara's Proxy Statement
for its 2003 Annual Meeting of Stockholders. Additional disclosures required
by new Item 15, "Principal Accountant Fees and Services," are effective for
periodic annual filings for the first fiscal year ending after December 15,
2003, and Niagara will provide such disclosure in its Annual Report on
Form 10-K for the year ending December 31, 2003.

<page>


                                  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 30th day
of April, 2003.

                                     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.


                                    Chairman of the Board,
   /s/ Michael J. Scharf            Chief Executive Officer    April 30, 2003
------------------------------      and President
       Michael J. Scharf


   /s/ Gilbert D. Scharf            Secretary and Director     April 30, 2003
-----------------------------
       Gilbert D. Scharf


   /s/ Frank Archer                 Director                   April 30, 2003
-----------------------------
       Frank Archer


   /s/ Gerald L. Cohn               Director                   April 30, 2003
-----------------------------
       Gerald L. Cohn


   /s/ Andrew R. Heyer              Director                   April 30, 2003
-----------------------------
       Andrew R. Heyer


   /s/ Douglas T. Tansill           Director                   April 30, 2003
-----------------------------
       Douglas T. Tansill