SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549


                                 FORM 10-K

                     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, 2001
                                                       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. /X/

         As of March 22, 2002, the aggregate market value of the voting
stock held by non-affiliates of the registrant was approximately $7,158,423
(assumes the registrant's officers, directors and all stockholders holding
5% or more of outstanding shares are affiliates).

         There were 8,238,517 shares of the registrant's Common Stock
outstanding as of March 22, 2002.

         Documents Incorporated by Reference: The Items comprising Part III
hereof. (Items 10, 11, 12 and 13) are incorporated by reference from the
Registrant's Proxy Statement for its 2002 Annual Meeting of Stockholders or
will be filed by amendment to this Form 10-K.




                                  PART I.

ITEM 1.  BUSINESS.

Corporate History

         Niagara Corporation ("Niagara") was organized on April 27, 1993 as
a Delaware corporation under the name International Metals Acquisition
Corporation. When formed, its objective was to acquire an operating
business in the metals processing and distribution industry or in a
metals-related manufacturing industry. Between 1995 and 1999, Niagara
completed acquisitions of three cold finished steel bar producers in the
United States and one group of businesses in the United Kingdom engaged in
hot rolling, cold finishing and distributing steel bars. These acquisitions
were financed with proceeds from Niagara's initial public offering and bank
and subordinated debt financings. See Note 2 to the Financial Statements
and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- Liquidity and Capital Resources." Since they were
acquired by Niagara, these businesses have invested approximately $30
million in capital expenditures to modernize, improve and expand their
facilities, machinery and equipment.

         On August 16, 1995, Niagara purchased for $10,744,045 in cash all
of the outstanding shares of Niagara Cold Drawn Corp., which subsequently
changed its name to Niagara LaSalle Corporation ("Niagara LaSalle"). With
plants in Buffalo, New York and Chattanooga, Tennessee, Niagara LaSalle was
an established cold finished steel bar producer in the northeast and
southeast regions of the United States.

         On January 31, 1996, Niagara LaSalle purchased all of the
outstanding shares of Southwest Steel Company, Inc. ("Southwest"), the
leading cold drawn steel producer servicing the southwest region of the
United States. As consideration for such shares, Niagara LaSalle paid
$1,920,000 in cash and $1,156,773 principal amount of Niagara LaSalle
promissory notes guaranteed by Niagara. In connection with this
acquisition, Niagara LaSalle discharged $8,518,691 of Southwest
indebtedness and Niagara guaranteed $898,000 of Southwest indebtedness.
During 1996, Southwest completed construction of a new plant in Midlothian,
Texas and relocated its Tulsa, Oklahoma operations to this new facility. On
November 1, 1996, Southwest was merged into Niagara LaSalle. On November
24, 1997, Niagara LaSalle paid $525,000 to the former Southwest
stockholders in full satisfaction of all amounts owing under the $1,156,773
principal amount of promissory notes issued to such individuals in
connection with the acquisition.

         On April 18, 1997, Niagara LaSalle purchased from Quanex
Corporation ("Quanex") all of the outstanding shares of LaSalle Steel
Company ("LaSalle," and together with Niagara LaSalle, "Niagara US"), which
has plants in Hammond and Griffith, Indiana. In consideration for the sale
of such shares, Niagara LaSalle paid Quanex $65,500,000 in cash at the
closing and an additional $1,371,000, which amount was paid on January 26,
1998, based on changes in LaSalle's stockholder's equity between October
31, 1996 and March 31, 1997. Niagara LaSalle also paid Quanex an amount
based on cash activity in the intercompany account between Quanex and
LaSalle from April 1 through April 18, 1997. The acquisition of LaSalle
gave Niagara LaSalle a strong market position in the midwest region of the
United States and broadened Niagara LaSalle's product range by adding
thermal treated and chrome plated bars. With this acquisition, Niagara US
became the largest independent producer of cold drawn steel bars in the
United States.

         On May 21, 1999, Niagara LaSalle (UK) Limited ("Niagara UK," and
together with Niagara and Niagara US, the "Company"), a newly formed
English company and subsidiary of Niagara, purchased the equipment,
inventory and certain other assets of the eight steel bar businesses of
Glynwed Steels Limited ("Glynwed Steels"), an English company and a
subsidiary of Glynwed International plc ("Glynwed"). In consideration for
the sale of such assets, Niagara UK paid Glynwed Steels (pound)21,202,000
(approximately $34 million) in cash at the closing, (pound)3,015,500
(approximately $4.9 million) of which was returned to Niagara UK during the
third quarter of 1999 as an adjustment to reflect the value of the net
assets transferred. These businesses are engaged in hot rolling, cold
finishing and distribution and represent the largest independent steel bar
concern in the United Kingdom.

         In November 1999 and September 2001, the Company announced
restructuring plans for its hot rolling operations in the United Kingdom.
Under this first plan, Niagara UK closed its Ductile Hot Mill facility in
Willenhall, terminated its lease of the real property, transferred most of
the production from this facility to its W Wesson facility in Moxley (which
was renamed Ductile Wesson) and invested approximately $1.5 million in its
remaining hot rolling businesses. During the same period, Niagara UK
reorganized the management structures in each of its three operating
divisions (hot rolling, cold finishing and distribution). Under this second
plan, Niagara UK closed its Dudley Port hot rolling facility in Tipton and
transferred most of its production to its two other hot rolling facilities.
On March 15, 2002, Niagara UK entered into an agreement to sell the Tipton
property for (pound)3,600,000 (approximately $5,094,000), subject to
adjustment. This sale is subject to certain conditions.
See "PROPERTIES --Niagara UK."

         Certain financial information for each of the Company's reportable
segments (Niagara US and Niagara UK) is contained in Note 18 to the
Financial Statements.

Products

Niagara US

         Following the acquisition of LaSalle, Niagara US became the
largest independent producer of cold drawn steel bars in the United States.
This acquisition brought to Niagara a technological leader in the
development of specialized cold drawn steel products. LaSalle, which has
obtained numerous foreign and domestic patents throughout its history,
pioneered the large drawbenches commonly used in cold finishing today and
developed the principle of stress-relieving cold finished steel bars.

         The manufacture of cold drawn steel bars involves several steps.
Hot rolled steel bars are cleaned of mill scale by a process that involves
shotblasting the surface of the bars with hardened steel shot. After
shotblasting, the bars are mechanically drawn, or pulled, through a
tungsten carbide die containing an orifice one-sixteenth of an inch smaller
in cross-section than the size of the hot rolled bar. Drawing the hot
rolled steel bar in this manner elongates the bar and creates a quality
micro-finished surface. The bars are then cut to length and straightened.
As an additional step, bars may be turned, ground and/or polished to very
close tolerance levels. This process produces steel bars with (i) a smooth
and shiny surface, (ii) uniform shape, with close size tolerance, (iii)
enhanced strength characteristics and (iv) improved machinability. These
characteristics are essential for many industrial applications.

         Niagara US manufactures round bars, ranging from 1/4 inch to 6
inches in diameter, and rectangular, square and hexagonal bars in a variety
of sizes, the majority of which are drawn in sizes 1/4 inch to 6 inches
thick and up to 15 inches wide. The bars are produced in lengths from 10 to
20 feet, with most being 10 to 12 feet in length. Niagara US's products
include (i) cold drawn bars which are used in machining applications,
automotive and appliance shafts, screw machine parts and machinery guides,
(ii) turned, ground and polished bars which are used in precision shafting
and (iii) drawn, ground and polished bars which are used in chrome-plated
hydraulic cylinder shafts.

         Niagara US employs a number of advanced processing techniques in
the manufacture of value-added steel bars including thermal treatment and
chrome plating. In addition to cold drawn bars, Niagara US's products
include (i) custom-cut bars shipped on a "just-in-time" basis which are
used in automotive rack and steering systems, (ii) stress-relieved bars
which are used in high strength shafting, gears and drive mechanisms, (iii)
quench and tempered bars which are used in high strength bolting and high
impact rod cylinders and (iv) chrome-plated bars which are used in
hydraulic and pneumatic cylinders.

         During 2000, Niagara US added a quench and tempering line to its
Hammond facility and a continuous shape straightening and weighing line to
its Buffalo plant. This new equipment has increased capacity and improved
the quality and efficiency of Niagara US's operations.

Niagara UK

         With the acquisition of the eight U.K. steel bar businesses in May
1999, Niagara UK became the largest independent steel bar producer in the
United Kingdom with hot rolling, cold finishing and distribution
operations. These operations represented, respectively, 39%, 34% and 27% of
Niagara UK's total revenues from unaffiliated customers for 2001; 48%, 28%
and 24% for 2000; and 51%, 27% and 22%, for the period May 22 through
December 31, 1999.

         Niagara UK's hot rolling operations, which operate under the names
Gadd Dudley Port and Ductile Wesson, offer one of the most comprehensive
ranges of round, hexagon, flat, square and special profile bars and
sections to the manufacturing industry worldwide. These engineering bars
include value-added products that involve the use of various alloys,
customized equipment and special production procedures. The manufacture of
hot rolled steel involves several steps. Semi-finished steel in the form of
billets, blooms or slabs is heated in a furnace to between 1100 and 1200
degrees centigrade to make the steel suitable for reshaping. The heated
semi-finished product is then passed through up to 11 pairs of large
diameter, water-cooled iron rolls which create the size and shape of bar
desired. After cooling, the bars are straightened, tested for quality and
cut to desired length. Niagara UK's hot rolling facilities produce round,
hexagon and square bars up to 4 1/16 inches in diameter, rectangular bars
up to 20 inches wide and a variety of special shapes and sections for the
cold drawn, construction and engineering markets, among others.

         Niagara UK's cold finishing operations, which operate under the
names GB Longmore, Midland Engineering Steels and Wesson Bright Products,
represent the largest independent cold drawn bar producer in the United
Kingdom and one of the largest producers of cold finished rectangular bars
in Europe. These operations produce cold drawn, machined and turned bars in
sizes up to 16 inches in diameter for rounds, 6 1/4 inches for squares, 20
inches wide for rectangles and up to 4 inches across flats for hexagons.
These products are available in a wide range of specifications including
carbon alloy and are generally sold in lengths varying from 10 to 20 feet.
These cold finished bars are predominantly used in machining applications,
automotive and appliance shafts, screw machine parts, hydraulic
applications, machinery guides and precision shafting.

         Niagara UK's distribution operations operate under the name
Macreadys and represent one of the leading distributors in the U.K. of cold
finished and hot rolled engineering bars. Macreadys distributes throughout
the United Kingdom with warehousing at three sites and sales offices at an
additional five locations in the U.K.

Customers

         Niagara US sells its products primarily to steel service centers,
which accounted for approximately 75% of its sales during 2001, with the
balance of its sales to original equipment manufacturers ("OEMs") and the
screw machine industry. Steel service centers purchase and warehouse large
quantities of standardized steel products which are then sold directly to
OEMs. OEMs use cold drawn steel bars in a wide range of products. Niagara
US concentrates its sales efforts on steel service centers, which purchase
relatively standardized products on a regular basis. By focusing on this
market, Niagara US attempts to minimize the risk of holding obsolete
inventory.

         Niagara US has approximately 615 active customers in North America
with sales outside the United States representing less than 5% of its total
sales for each of 1999, 2000 and 2001. For 2001, Niagara US's 10 largest
customers (by tons shipped) represented approximately 63% of its total
sales, and its 3 largest customers, Alro Steel Corporation, Earle M.
Jorgensen Co. and Joseph T. Ryerson and Sons, Inc., represented
approximately 50% of its total sales. The loss of any of these three
largest customers would have a material adverse effect on Niagara US's
sales.

         Niagara UK sells to a wide customer base in the United Kingdom,
Europe and the rest of the world. Its customer base includes original
equipment manufacturers, component manufacturers, other cold finishers and
a large number of steel service centers. The volume of individual orders
varies significantly. For example, 100,000 lbs is not unusual for the hot
rolling businesses and Macreadys fills orders as small as 20 lbs.

         Niagara UK has approximately 7,200 active accounts. For 2001, its
largest account represented less than 3% of its total sales and its 10
largest customers represented approximately 19% of its total sales.
Approximately 65% of its sales to unaffiliated customers during 2001 were
within the U.K., with 19% to continental Europe and 16% to the rest of the
world. These amounts were, respectively, 64%, 19% and 17% for the year
ended December 31, 2000, and 67%, 16% and 17% for the period May 22 through
December 31, 1999. Niagara UK's sales to any one foreign country, excluding
the United States, represented less than 5% of its total sales for these
periods.

Marketing

         The Company markets its products through salaried in-house sales
personnel and sales representatives compensated on a commission-only basis.

Raw Materials

         The Company purchases raw materials from mini-mills and integrated
steel mills. Such materials consist of hot rolled steel bars and coils and
semi-finished billets, blooms or slabs for re-rolling. The cost of products
purchased from mini-mills is primarily dependent on the price of scrap
steel and energy. The cost of products purchased from integrated steel
mills is dependent on a number of factors including demand, the price of
scrap steel and the volume and price of foreign imports. Integrated steel
mills are more affected by demand levels and the level of foreign imports
than mini-mills. In both the U.S. and U.K., the Company obtains raw
material from domestic and foreign suppliers.

Competition

         The steel bar market is highly competitive, based on price,
product quality and customer service. Management's strategy is to seek to
remain competitive on price and surpass the Company's competitors in
product quality and customer service. The Company's principal competitors
in its home markets are other domestic companies and foreign exporters, and
in its foreign markets, local producers and other exporters. These
competitors include integrated producers, mini-mills and independent cold
drawn steel bar producers.

         Management believes that, in the U.S., the ability to offer a full
line of cold finished bar products and the proximity of facilities to major
steel service center markets are key competitive factors in the industry.
Close geographic proximity to customers results in reduced freight costs
and faster delivery of customer orders. In the U.K., management has focused
on smaller orders and orders which are more difficult to produce such as
special sections and rectangles. By accumulating smaller orders into
efficient production runs the Company can reduce customer lead times,
accept orders that larger producers cannot accommodate and improve profit
margins.

         The Company competes in a narrow segment of the steel industry,
but its business is affected by conditions within the broader steel
industry and, in particular, the automotive, agricultural and machine tool
industries. Consequently, a significant downturn in any of these industries
or in the broader steel industry may result in a similar downturn in the
cold drawn steel bar market and have an adverse effect on the Company.

         In response to an International Trade Commission finding on the
negative effects of imports on the domestic steel industry and its workers,
on March 5, 2002, President Bush announced tariffs, quotas and other
measures concerning a broad range of steel products imported into the
United States. These measures became effective on March 20, 2002 and
include tariffs on imported hot rolled and cold finished steel bar of 30%
in the first year, 24% in the second year and 18% in the third year.
Excluded from the tariffs are imports from many developing countries, as
well as Mexico and Canada. Reportedly, new requests for product exclusions
will be considered, although the rules governing these requests have not
been released. Challenges to these tariffs and other measures have been
brought before the World Trade Organization. In addition, certain
individual countries are reported to be considering responsive measures.
Management has not yet determined what impact these tariffs and other
measures will have on the Company's U.S. and U.K. operations.

Strategy

         Management's business strategy focuses on improving product
quality and customer service and on maintaining strict cost controls. In
the U.S., the Company offers a full line of cold finished products on a
national level. Through its U.K. operations, the Company offers, on a
worldwide basis, a full range of standard products and a comprehensive
range of special sections and flats (rectangles and squares) which
typically yield a higher margin. In addition, Niagara UK's distribution
operations represent one of the leading distributors of carbon, alloy and
stainless bars in the United Kingdom.

         Management seeks to obtain a competitive advantage through the
Company's ability to supply customers on a timely basis with an extensive
range of sizes and shapes of high quality steel bars often at volumes that
are not attractive to larger steel processors. In this regard, the Company
maintains finished goods inventories of the most commonly ordered sizes and
shapes of cold finished bars and minimizes lead times for its hot rolled
bar customers by employing frequent rolling cycles from a comprehensive raw
material inventory.

         In order to improve profitability, management has chosen to
specialize in higher margin and value-added products. Accordingly, the
Company has focused its capital investment on these product lines. In the
United States, the Company has added significantly to its information
technology staff and systems in order to improve customer service and
efficiency. The Company's goal in this regard is to fully integrate its
information systems with those of its suppliers and customers. In the
United Kingdom, the Company has restructured operations and consolidated
management and administrative functions in order to improve product range
and quality, more efficiently meet customer requirements and reduce costs.

Employees

         As of December 31, 2001, the Company had 1,125 employees, 510 were
located in the U.S. and 615 were located in the U.K. All of LaSalle's 190
hourly production employees at its Hammond, Indiana facility as of such
date were covered by a collective bargaining agreement with The Progressive
Steelworker's of Hammond, Inc. which expires on July 18, 2005. All of
LaSalle's 21 hourly employees at its Griffith, Indiana facility as of such
date were covered by a collective bargaining agreement with the United
Steel Workers of America and its local affiliate which expires on February
19, 2003.

         Of the 615 Niagara UK employees as of December 31, 2001, 263 were
covered by collective bargaining agreements with the Iron and Steel Trades
Confederation (192 employees), the Transport and General Workers Union (38
employees) and the General and Municipal Boilermakers Union (33 employees).
These agreements extend indefinitely and contain compensation provisions
which are reviewed annually. These reviews take place at different times
throughout the year based on the facility and the status of the employee.
All other contract terms remain the same from year to year.

ITEM 2.  PROPERTIES.

Niagara

         Niagara utilizes approximately 5,000 square feet of space for its
headquarters in New York, New York under a lease expiring on December 31,
2007.

Niagara US

         Niagara US operates manufacturing facilities in Buffalo, New York;
Chattanooga, Tennessee; Midlothian, Texas; and Hammond and Griffith,
Indiana. Niagara LaSalle owns the 207,000 square-foot Buffalo facility,
leases the 92,000 square-foot Chattanooga facility and owns the 115,000
square-foot Midlothian facility. LaSalle owns the 550,000 square-foot
Hammond facility and the 51,900 square-foot Griffith facility. The owned
facilities are mortgaged to the Company's lenders. The initial term of the
Chattanooga lease extends through November 30, 2009. Annual rent is
$189,996 through November 30, 2004 and $199,992 for the remainder of the
initial term. Niagara LaSalle has the option to extend the term of this
lease for an additional 10 years at specified rents and may terminate this
lease beginning on December 1, 2004 upon the payment of a termination fee
that varies with the date of termination.

Niagara UK

         In connection with the acquisition of the U.K. steel bar
businesses, Niagara and Niagara UK entered into agreements with
subsidiaries of Glynwed calling for the lease or sublease by Niagara UK of
10 production facilities in the West Midlands region of England and the
assignment of 5 sales office leases located throughout the United Kingdom.
Pursuant to these agreements, the initial term of the lease is 10 years for
9 of the production facilities and 5 years for the remaining production
facility (32,000 square-foot facility in Tipton) at aggregate rents of
(pound)50,000 (approximately $75,000) for the first two years;
(pound)850,000 (approximately $1.2 million) for years 3-6; and
(pound)1,000,000 (approximately $1.4 million) for years 7-10. The sales
office leases have various terms ranging to five years. Each production
facility lease can be terminated by Niagara UK on one year's notice and
Niagara UK has the option to purchase any or all of the 7 primary
production facilities (identified by an asterisk "*" below) at prices fixed
for 10 years (which prices total (pound)9,468,000 (approximately $13.7
million)), or to renew the leases with respect thereto for an additional
term of 15 years at commercial market rates.

         Niagara UK's production facilities currently consist of: 124,500
square feet in Dudley (Gadd Dudley Port)*, 204,500 square feet in Moxley
(Ductile Wesson)*, 103,000 square feet in Willenhall (GB Longmore), 32,000
(Midland Engineering Steels) square feet in Tipton, 115,600 square feet in
Darlaston (GB Longmore)*, 88,700 square feet in Rugby (Macreadys)*, 15,500
square feet in Newport (Macreadys)* and 28,800 square feet in Bolton
(Macreadys)*. The sales offices (Macreadys) range from 400 to 3,200 square
feet and are located in Waltham Cross, Medway, Southhampton, Leeds and
Glasgow.

         In connection with restructuring plans for its hot rolling
operations, Niagara UK terminated the lease of its Ductile Wesson facility
in Willenhall on February 18, 2001 and discontinued production at its
Dudley Port facility in Tipton on November 23, 2002. On March 15, 2002,
Niagara UK entered into an agreement to sell this Tipton property for
(pound)3,600,000 (approximately $5,094,000), subject to adjustment. This
transaction is subject to the buyer receiving approval from the local
planning authority of its plans to build residential property at the site.
Niagara UK's option to purchase this property is exercisable on 3 months'
notice and upon payment of (pound)1,495,000 (approximately $2,115,000).

         Management considers its manufacturing facilities, which operated
at approximately 65% of capacity in 2001, suitable for its current
operations.

ITEM 3.  LEGAL PROCEEDINGS.

         Niagara US and Niagara UK are subject to extensive environmental
laws and regulations concerning, among other matters, water and air
emissions and waste disposal. Under such laws, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), Niagara US and Niagara UK may be responsible for parts of the
costs required to remove or remediate previously disposed wastes or
hazardous substances at locations they own or operate or at locations owned
or operated by third parties where they, or a company from which they
acquired assets, arranged for the disposal of such materials. Claims for
such costs have been made against LaSalle with respect to five such
third-party sites. Management believes that, in four cases, the volumes of
the waste allegedly attributable to LaSalle and the share of costs for
which it may be liable are de minimis. In three of these cases, LaSalle has
entered into de minimis settlement agreements resolving the pending claims
of liability, one of which is subject to further governmental approval. In
connection with the fourth site, the United States Environmental Protection
Agency (the "EPA") has notified LaSalle that it does not intend to seek
cost recovery from it at this time. In the fifth case, LaSalle has entered
into an agreement with a group of other companies alleged to be responsible
for remediation of the site in an effort to share proportionately the costs
of remediation. LaSalle and this group of companies have also signed an
Administrative Order on Consent with the EPA and performed a limited
remediation at the site. LaSalle has received insurance settlements in
amounts that largely cover the financial contributions it has made for
these sites through December 31, 2001. Because liability under CERCLA and
analogous state laws is generally joint and several, and because further
remediation work may be required at these sites, LaSalle may be required to
contribute additional funds. However, based on its volumetric share of
wastes disposed and the participation of other potentially liable parties,
management believes that LaSalle's share of the additional costs will not
have a material adverse effect on the Company's financial position or
results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

              None.





                                 PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Niagara's Common Stock is traded on the Nasdaq National Market.
The following table sets forth the range of high and low sales prices by
quarter for 2000 and 2001.

                                                             High        Low
                                                             ----        ---
2000
    January 1 through March 31.........................      5.188       3.875
    April 1 through June 30............................      5.063       3.500
    July 1 through September 30........................      4.438       3.625
    October 1 through December 31......................      3.750       1.250

2001
    January 1 through March 31.........................      2.750       1.750
    April 1 through June 30............................      2.250       1.560
    July 1 through September 30........................      2.250       1.400
    October 1 through December 31......................      1.940       1.250

         As of March 22, 2002, there were 34 registered holders of Niagara
Common Stock.

         Niagara has not declared or paid any dividends on its Common Stock
since its inception. The payment of dividends is conditioned on Niagara's
earnings, which are dependent on the earnings of its subsidiaries, capital
requirements and general financial condition. Pursuant to its financing
agreements, Niagara LaSalle and Niagara UK are subject to restrictions on
their ability to declare dividends to Niagara. See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION -- Liquidity
and Capital Resources."


ITEM 6.  SELECTED FINANCIAL DATA.
<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                               1997 (1)         1998           1999 (2)         2000           2001
                                            ------------    -----------     ------------     ----------     ----------
<S>                                          <C>            <C>             <C>               <C>            <C>
                                                             (in thousands, except per share data)
Statement of Operations Data:
Net sales (3)  ........................     $ 214,962       $ 217,582       $ 281,117        $336,037        $268,637
Cost of products sold (3) .............       190,532         187,375         245,170         293,857         239,085
Gross profit(3)........................        24,430          30,207          35,947          42,180          29,552
Selling, general and administrative
   expenses(3).........................        12,450          15,645          24,441          27,996          24,814
Restructuring costs(4) ................            --              --              --              --           5,278
Interest income........................           160             172              36               7              --
Other income...........................           187             195             143             152             186
Interest expense.......................         5,874           4,154           5,631           7,417           5,373
Provision (benefit) for income taxes...         2,479           4,265           2,299           2,590          (1,100)
Extraordinary loss on early
   extinguishment of debt..............         2,062              --              --              --              --
Net income (loss) .....................
                                                1,912           6,510           3,757           4,337          (4,627)
Net income (loss) per share (basic)
   (before extraordinary loss)........         $  .94          $  .66          $  .40          $  .50          $ (.56)
Net income (loss) per share (diluted)
   (before extraordinary loss)........         $  .78          $  .64          $  .40          $  .50          $ (.56)
Net income (loss) per share (basic)....
                                               $  .45          $  .66          $  .40          $  .50          $ (.56)
Net income (loss) per share (diluted)..
                                               $  .38          $  .64          $  .40          $  .50          $ (.56)
Weighted average common shares
   outstanding (basic)................          4,247           9,880           9,350           8,659            8,329
Weighted average common shares
   outstanding (diluted)..............          5,095          10,250           9,357           8,659            8,329


                                                                         At December 31,
                                                1997            1998            1999            2000              2001
                                            ------------    -----------     ------------     ----------     ----------
<                                                                        (in thousands)
Balance Sheet Data:
Cash and cash equivalents..............      $ 13,207          $  441         $ 2,234         $ 2,351           $ 1,692
Trade accounts receivable, net.........        21,660          13,360          53,126          46,138            37,845
Inventories............................        35,190          30,132          59,442          60,901            44,114
Property, plant and equipment, net.....        89,163          89,749         102,984          98,076            89,658
Goodwill, net..........................         2,177           2,100           2,022           1,984             1,904
TOTAL ASSETS...........................       166,520         139,429         227,934         215,418           181,879
Trade accounts payable.................        20,985          14,107          50,191          44,468            32,605
Accrued expenses.......................         8,679           6,555           9,506          10,496            10,671
Current maturities of long-term debt...         3,498           4,797           6,411           7,653             9,709
Long-term debt, less current maturities        59,184          41,572          87,388          77,877            62,294
Accrued pension and other
   postretirement benefits.............        14,537          10,303           8,023           7,718             7,289
Deferred income taxes..................         5,726           7,357           9,849          11,266            10,020
TOTAL LIABILITIES......................       114,524          84,898         171,473         159,539           132,626
STOCKHOLDERS' EQUITY ..................      $ 51,996         $54,531         $56,461         $55,879          $ 49,253
</TABLE>

(1)  Includes the results of LaSalle from April 1, 1997.

(2)  Includes the results of Niagara UK from May 22, 1999.

(3)  Net sales and cost of products sold have been restated for years 1997
     through 1999 with respect to freight costs in accordance with EITF No.
     00-10. Certain additional reclassifications, primarily in respect of
     depreciation, have been made in 2000 in order to conform to current
     year presentation. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

(4)  Represents costs associated with a restructuring of Niagara UK
     operations. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS."



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

Results of Operations

         During 2001, the Company continued to experience the decline in
sales and net income that began during the third quarter of 2000. In the
U.S., demand for the Company's products by service centers, the Company's
major U.S. customer base, continued to decline in the face of weak
conditions in the manufacturing sector of the economy. In addition,
competitive pressures in the U.S. during 2001 resulted in a further decline
in prices.

         In the U.K., the Company's operations performed poorly due
primarily to weak conditions in the manufacturing sector of the U.K. and
other European countries. In addition, the high value of the pound sterling
relative to Western European currencies continued to impact negatively on
Niagara UK's export business.

         Faced with these conditions, management reviewed all operations
for cost cutting opportunities and effected reductions in raw material,
production and transportation costs and reduced capital expenditures.
Long-term debt was reduced by $12,707,710 during 2001, as the Company
focused on tighter working capital management. The Company also evaluated
its staffing needs and cut back on some shifts in both its U.S. and U.K
operations.

         On September 4, 2001, the Company announced a restructuring plan
for its hot rolled bar operations in the United Kingdom. Under this plan,
Niagara UK closed its Dudley Port facility in Tipton and transferred most
of its production to its two other hot rolling facilities. In connection
with this restructuring, the Company recorded, in the fourth quarter of
2001, a charge of $5,278,074 (approximately (pound)3,662,000), resulting in
a net loss for the quarter of $4,439,079. As described in Note 3 to the
Financial Statements, this charge consisted of equipment write-offs and
redundancy and reorganization costs including severance costs. On March 15,
2002, Niagara UK entered into an agreement to sell this Tipton property for
(pound)3,600,000 (approximately $5,094,000), subject to adjustment. This
sale is subject to certain conditions. See "PROPERTIES--Niagara UK."

         The following year-to-year comparisons reflect a reclassification
of freight costs in accordance with Emerging Issues Task Force ("EITF") No.
00-10, "Accounting for Shipping and Handling Fees and Costs." This
pronouncement, issued in September 2000, requires that all such costs
billed to customers be classified as revenue. This reclassification, to
conform to 2000 and 2001 presentation, resulted in the recording of such
amounts in both net sales and cost of products sold for 1997 through 1999,
and accordingly, resulted in no change to gross profit for such years.
Previously, net sales for such years had been stated after reduction for
freight costs. For the years ended December 31, 1997, 1998 and 1999, the
amounts involved were $10,000,000, $10,035,000 and $16,895,000,
respectively.

          Certain additional reclassifications, primarily in respect of
depreciation, have also been made in the 2000 Statement of Operations in
order to conform to current year presentation. The net effect of these
reclassifications was to decrease cost of products sold, and thereby
increase gross profit, and to increase selling, general and administrative
expenses, each by $251,569 for the year ended December 31, 2000.

         The results of operations for the year ended December 31, 1999
include the results of Niagara UK from May 22, 1999.

Year ended December 31, 2001 compared with December 31, 2000

         Net sales for the year ended December 31, 2001 were $268,636,530,
representing a decrease of $67,400,180, or 20.1%, over the same period in
2000. Approximately 64.7% of this decrease was attributable to the
Company's U.S. operations with the remainder, 35.3%, attributable to the
Company's U.K. operations. The decrease in net sales attributable to the
Company's U.S. and U.K. operations was due primarily to a marked decrease
in sales volume (18.5% and 20.1%, respectively) and, to a lesser extent, a
decrease in prices.

          Cost of products sold for the year ended December 31, 2001
decreased by $54,771,824 to $239,084,891, representing a decrease of 18.6%
over the same period in 2000. This decrease was primarily attributable to
the decreased sales volume from both the Company's U.S. and U.K.
operations.

         Gross margins for the year ended December 31, 2001 decreased by
1.6% compared to the same period in 2000 due primarily to the Company's
decreased net sales and the decline in prices in the U.S. These were
partially offset by a more favorable product mix in the U.K.

         Selling, general and administrative expenses for the year ended
December 31, 2001 decreased by $3,181,362 to $24,814,277, or 9.2% of sales,
compared to 8.3% of sales for the same period in 2000. The reduction in
dollar amount was primarily attributable to the Company's cost-cutting
measures, and the increase as a percentage of sales was due primarily to
the decrease in net sales.

         As discussed above, the Company incurred a restructuring charge of
$5,278,074 (approximately (pound)3,662,000) for the year ended December 31,
2001 in connection with a restructuring of its hot rolled bar operations in
the U.K. This charge consisted of equipment write-offs of $3,554,270
(approximately (pound)2,466,000) and redundancy and reorganization costs of
$1,723,804 (approximately (pound)1,196,000). Such costs include
approximately $1,185,000 (approximately (pound)823,000) of severance costs
in respect of approximately 100 employees. At December 31, 2001,
approximately $300,000 (approximately (pound)207,000) of these costs were
included in accrued expenses.

         Interest expense for the year ended December 31, 2001 decreased by
$2,044,274 to $5,372,356 due primarily to decreased levels of borrowing and
lower interest rates.

         For the year ended December 31, 2001, the tax benefit on the
Company's loss before income taxes ($5,726,519) was $1,100,000. As
described in Note 11 to the Financial Statements, this tax benefit (19.2%
of the loss before income taxes) differs from the statutory rate (34%)
primarily due to a valuation allowance of $631,000 relating to basis
differences on the Company's property, plant and equipment in the U.K. For
the year ended December 31, 2000, the Company's tax expense was $2,590,000.
The effective rate for such year (37.4% on $6,927,218 of income before
taxes) differs from the statutory rate (34%) primarily due to state income
taxes.

         Net loss for the year ended December 31, 2001 was $4,626,519, a
decrease of $8,963,737, as compared to net income of $4,337,218 for the
year ended December 31, 2000. Approximately 40.7% of this decrease was
attributable to the Company's U.S. operations and the balance, 59.3%, was
attributable to the Company's U.K. operations. Net loss for the year ended
December 31, 2001 includes a restructuring charge of approximately $4.3
million on an after-tax basis in respect of the Company's operations in the
U.K.

Year ended December 31, 2000 compared with December 31, 1999

         Net sales for the year ended December 31, 2000 were $336,036,710,
representing an increase of $54,919,822, or 19.5%, over the same period in
1999. Approximately 21.3% of this increase was attributable to the
Company's U.S. operations with the remainder, 78.7%, attributable to the
Company's U.K. operations. The increase in net sales attributable to the
Company's U.S. operations was due to increased volume while the increase in
net sales attributable to the Company's U.K. operations was due to their
inclusion for the entire year in 2000 as compared to the period May 22
through December 31 for 1999.

         Cost of products sold for the year ended December 31, 2000
increased by $48,687,214 to $293,856,715, representing an increase of 19.9%
over the same period in 1999. This increase was primarily attributable to
the increased sales volume from the Company's operations.

         Gross margins for the year ended December 31, 2000 decreased by
0.2% over the same period in 1999 due primarily to a less favorable product
mix.

         Selling, general and administrative expenses for the year ended
December 31, 2000 increased by $3,554,850 to $27,995,640, or 8.3% of sales,
compared to 8.7% of sales for the same period in 1999. The increase in
dollar amount was due to the inclusion of Niagara UK's expenses for the
entire year in 2000 which was offset in part by reduced selling, general
and administrative expenses due to cost reductions at the Company's U.S.
operations.

         Interest expense for the year ended December 31, 2000 increased by
$1,786,081 to $7,416,630. This increase was primarily due to increased
levels of borrowings following the acquisition of the U.K. steel bar
businesses and an increase in interest rates.

         Net income for the year ended December 31, 2000 was $4,337,218, an
increase of $580,593, or 15.5%, as compared to the net income for the year
ended December 31, 1999. Approximately 10.0% of this increase was
attributable to the Company's U.S. operations and the balance, 90.0%, was
attributable to the Company's U.K. operations.

         As disclosed in Note 2 to the Financial Statements, actual net
income for the year ended December 31, 2000 was $4,337,218 compared to a
pro forma net loss of $2,122,086 for the same period in 1999. The pro forma
results for the year ended December 31, 1999 were negatively impacted by an
inventory adjustment of approximately $5,700,000 to estimated net
realizable value at Niagara UK during the first quarter of 1999.

Liquidity and Capital Resources

         The Company's short-term liquidity requirement for day-to-day
operating expenses has been, and is expected to continue to be, funded by
cash provided by operations, borrowings under its revolving credit
facilities and advances under its invoice discounting agreement. The
Company's principal long-term liquidity requirement has been, and is
expected to continue to be, the funding of capital expenditures to
modernize, improve and expand its facilities, machinery and equipment. At
December 31, 2001, the Company had combined debt obligations and operating
lease commitments of approximately $12,892,000 payable in 2002, $53,788,000
payable in 2003, $9,177,000 payable in 2004, $6,706,000 payable in 2005,
$4,181,000 payable in 2006, and $8,480,000 payable thereafter.

          Capital expenditures for the year ending December 31, 2001 were
$3,110,207 compared to $4,897,032 for the same period in 2000. This
decrease was attributable to a decrease by both U.S. and U.K. operations in
the purchase of new machinery and equipment in response to weak operating
conditions. The Company anticipates spending approximately $2,000,000 for
capital expenditures during 2002.

         Cash flows provided by operating activities were $15,503,433 for
the year ended December 31, 2001, an increase of $1,964,060 as compared to
cash flows provided by operating activities of $13,539,373 for the same
period in 2000. This increase was largely attributable to a decrease in
inventories in 2001 as compared to 2000 (a decrease of $16,026,062 in 2001
as compared to an increase of $3,450,179 in 2000). These were partially
offset by the amount of the decrease in accounts payable, accrued expenses
and other non-current liabilities in 2001 as compared to 2000 (a decrease
of $10,918,287 in 2001 as compared to a decrease of $2,524,477 in 2000),
and a decrease in net income (net loss of $4,626,519 in 2001 as compared to
net income of $4,337,218 in 2000). Cash and cash equivalents at December
31, 2001 were $1,692,070, a decrease of $658,445 as compared to December
31, 2000. Such funds are used for working capital and other corporate
purposes.

         On April 18, 1997 and in connection with the acquisition of
LaSalle, Niagara US entered into a revolving credit and term loan agreement
(as amended, the "Credit Agreement") and Niagara LaSalle terminated its
previously existing credit agreements. The other parties to the Credit
Agreement are Manufacturers and Traders Trust Company ("M&T"), CIBC Inc.,
Citizens Business Credit Company, The Prudential Insurance Company of
America and PNC Bank. The Credit Agreement provides for a $50,000,000
revolving credit facility and a $40,000,000 term loan. The obligations of
Niagara US under the Credit Agreement are guaranteed by Niagara and secured
by substantially all of the assets and a pledge of all outstanding capital
stock of Niagara US.

         Principal of the term loan under the Credit Agreement amortizes in
monthly installments that commenced on November 1, 1997 and end on April 1,
2004. The principal repayment installments on the term loan escalate
throughout its term. Interest on the term loan is payable in monthly
installments either at the LIBOR rate (for a period specified by Niagara US
from time to time) plus 2.85%, or M&T's prime rate plus 1.00%. Revolving
credit loans made pursuant to the Credit Agreement are based on a
percentage of eligible accounts receivable and inventory and will mature on
July 31, 2003. Interest on such loans is payable in monthly installments
and is either 2.50% above the LIBOR rate (for a period specified by Niagara
US from time to time) or M&T's prime rate plus 0.75%.

         The Credit Agreement carries restrictions on, among other things,
indebtedness, liens, capital expenditures, dividends, asset dispositions,
cross-defaults and changes in control of Niagara and Niagara US, and
requires minimum levels of net worth through maturity. Also included in
this agreement are requirements regarding the ratio of consolidated current
assets to consolidated current liabilities and the ratio of net income
before interest, taxes, depreciation and amortization to cash interest
expense. Niagara US was in compliance with these requirements as of
December 31, 2001.

         On April 18, 2000, Niagara LaSalle entered into an interest rate
cap transaction with The Bank of New York ("BNY") pursuant to which, and in
exchange for $63,000, BNY agreed to make certain payments to Niagara
LaSalle in the event the applicable three-month LIBOR rate exceeds 8.28% at
any time between July 20, 2000 and April 20, 2002. In such event, BNY has
agreed to pay Niagara LaSalle, on a quarterly basis beginning on October
20, 2000, an amount equal to that which would be payable on $45 million
(for the period in question), at an interest rate equal to the difference
between such LIBOR rate and 8.28%.

         On May 20, 1998, Niagara's Board of Directors authorized the
repurchase, from time to time, of up to one million shares of Niagara
Common Stock in open market and privately negotiated transactions. On
October 6, 1999, Niagara's Board authorized the repurchase of an additional
one million Niagara shares. Such repurchases are subject to market and
other conditions and are financed with internally generated funds and
borrowings under the Company's credit facilities. Shares of Niagara Common
Stock repurchased are held as treasury stock and are available for use in
the Company's benefit plans and for general corporate purposes. As of
December 31, 2001, Niagara had repurchased 1,758,938 shares of its Common
Stock at a cost of $8,249,684, of which 125,300 shares were repurchased at
a cost of $219,275 during the year ended December 31, 2001.

         On May 21, 1999 and in connection with the acquisition of the
steel bar businesses from Glynwed Steels, Niagara UK entered into a bank
facilities agreement (the "Facilities Agreement") with National Westminster
Bank Plc ("National Westminster") providing for a (pound)10 million
(approximately $14.5 million) term loan and a (pound)9.8 million
(approximately $14.2 million) revolving credit facility. The obligations of
Niagara UK under the Facilities Agreement are secured by standby letters of
credit issued by M&T to National Westminster (respectively, the "Term
Letter of Credit" and the "Revolving Letter of Credit," and, together, the
"Letters of Credit") and substantially all of the assets of Niagara UK (for
the benefit of M&T). Niagara UK's agreement to reimburse M&T for drawdowns
under the Letters of Credit is guaranteed by Niagara and Niagara US, which
guarantees are secured by substantially all of the assets of Niagara US on
a second priority basis. As consideration for the issuance of the Letters
of Credit, Niagara UK paid M&T a total of (pound)178,400 (approximately
$285,440) at the time of issuance and agreed to pay further annual fees (in
monthly installments) of 2.5% and 2.75% in respect of the Revolving and
Term Letters of Credit, respectively.

         Principal of the term loan under the Facilities Agreement
amortizes in monthly installments commencing on May 31, 2000 and ending on
April 30, 2006. The principal repayment installments on the term loan
escalate throughout its term. Revolving credit loans made pursuant to the
Facilities Agreement are based upon a percentage of eligible inventory and
will mature on May 21, 2002. Interest of the term and revolving credit
loans under the Facilities Agreement accrue at the BBA LIBOR rate (for
periods specified by Niagara UK from time to time) plus 0.15% and is
payable at the conclusion of such interest periods.

         The purchase of the U.K. steel bar businesses was also financed
pursuant to (i) a (pound)3.75 million (approximately $6 million) equity
investment by Niagara in Niagara UK (the "Equity Investment"), (ii) a
(pound)3.75 million (approximately $6 million) subordinated loan from
Niagara to Niagara UK which accrues interest at 7.5% per annum (the
"Subordinated Loan") and (iii) a (pound)2.5 million (approximately $4
million) non-interest bearing short-term loan from Niagara to Niagara UK
(the "Short-Term Loan"). The Equity Investment, the Subordinated Loan and
the Short-Term Loan were financed by borrowings under the Credit Agreement.
The Short-Term Loan was repaid during the third quarter of 1999.

         On August 23, 1999, Niagara UK entered into an Invoice Discounting
Agreement (the "Discount Agreement") with Royal Bank of Scotland Invoice
Discounting Limited ("RBID") (formerly known as Lombard Natwest Discounting
Limited) providing for up to (pound)20 million (approximately $29.0
million) of advances to Niagara UK based upon a formula tied to the
receivables purchased by RBID. Advances under the Discount Agreement accrue
interest at the National Westminster base rate plus 2.25% and mature on
August 23, 2003. The obligations of Niagara UK under the Discount Agreement
are guaranteed by Niagara and secured by substantially all of the assets of
Niagara UK. In connection with the execution of the Discount Agreement, the
Revolving Letter of Credit and the revolving credit facility under the
Facilities Agreement were reduced to (pound)4.9 million (approximately $7.1
million) and were further reduced to (pound)2.5 million (approximately $3.6
million) as of December 31, 1999.

         The Facilities and Discount Agreements carry restrictions on,
among other things, security interests, borrowed money, asset dispositions,
dividends, transactions with affiliates, capital expenditures,
cross-defaults, changes in control of Niagara UK and mergers and
acquisitions. Also included in these agreements are requirements regarding
tangible net worth, the ratio of consolidated EBITDA to consolidated fixed
charges and the ratio of current assets to current liabilities. Niagara UK
was in compliance with these requirements as of December 31, 2001.

         In connection with the execution of the Facilities and Discount
Agreements, Niagara and Niagara UK entered into intercreditor agreements
which, among other things (i) restrict the payment of dividends in respect
of the Niagara UK shares, (ii) prohibit the repayment of the Subordinated
Loan until after the discharge of all of Niagara UK's liabilities under the
Facilities and Discount Agreements and (iii) permit the repayment of the
Short-Term Loan upon demand unless payments of principal or interest under
these agreement are owing, certain financial covenants in these agreements
have not been met or an event of default thereunder has occurred and is
continuing.

          During 2001, long-term debt was reduced by $12,707,710. At
December 31, 2001, the Company had borrowed or been advanced $39,470,451
under its revolving credit facilities and the Discount Agreement and had
approximately $12,000,000 in available credit thereunder, and the
outstanding balance of its term loans was $31,822,057. Working capital of
the Company at December 31, 2001 was $36,213,848.

Critical Accounting Policies

         On December 12, 2001, the Securities and Exchange Commission (the
"SEC") issued Financial Reporting Release No. 60 which requires a
discussion of the critical accounting policies used by companies in the
preparation of their financial statements. Note 1 to the Financial
Statements includes a summary of the significant accounting policies used
by the Company in the preparation of its financial statements. The Company
believes that the following critical accounting policies affect the
significant judgments and estimates used in the preparation of the
Company's consolidated financial statements.

         The discussion and analysis of the Company's financial condition
and results of operations are based upon the Company's consolidated
financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires that management make
estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses and the related disclosure of contingent
assets and liabilities. On an ongoing basis, management evaluates these
estimates, including those related to inventory reserves, taxes, doubtful
accounts, intangible assets, insurance, litigation, environmental
compliance and other contingencies. Management bases its estimates on
historical data, when available, professional advice, experience and
various assumptions that are believed to be reasonable under the
circumstances, the combined results of which form the basis for making
judgments about the carrying values of assets and liabilities. Actual
results could differ from these estimates.

         Revenue from the sale of products is recorded at the time the
goods are shipped. Revenue from freight charged to customers is recognized
when products are shipped. Provisions for discounts, customer returns and
other adjustments are provided for in the period the related sales are
recorded based upon historical data.

         The Company reviews the carrying values of its long-lived and
identifiable intangible assets for possible impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets
may not be recoverable. The Company assesses recoverability of these assets
by estimating future nondiscounted cash flows. Any long-lived assets held
for disposal are reported at the lower of their carrying amounts or fair
value less cost to sell.

Effects of Recent Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
141, "Business Combinations," which requires that entities use the purchase
method of accounting, and prohibits the use of the pooling-of-interests
method of accounting, for all business combinations initiated after June
30, 2001. This statement also requires that the Company recognize acquired
intangible assets apart from goodwill if the acquired intangible assets
meet certain criteria. The Company's previous business combinations were
accounted for using the purchase method. The adoption of this statement has
not had an effect on the Company's financial statements.

         In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which requires, among other things, that entities no
longer amortize goodwill and other intangible assets having indefinite
useful lives, but rather test them, at least annually, for impairment. In
accordance with this statement, intangible assets that have finite useful
lives will continue to be amortized over their useful lives. SFAS No. 142
is required to be applied in fiscal years beginning after December 15, 2001
to all goodwill and other intangible assets recognized at that date,
regardless of when such assets were initially recognized. This statement
also requires that entities complete a transitional goodwill impairment
test six months from the date of adoption and reassess the useful lives of
other intangible assets within the first quarter of its adoption. The
Company is in the process of completing this test and, accordingly, has not
yet determined what effect the adoption of this statement will have on its
financial statements. As of December 31, 2001, the net carrying amount of
goodwill was $1,904,499. Goodwill amortization for the year ended December
31, 2001 was $79,080.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for
Assets Retirement Obligations," which addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. This statement
is required to be applied for fiscal years beginning after June 15, 2002.
The adoption of this statement is not expected to have a material effect on
the Company's financial statements.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting for the impairment or disposal of long-lived assets. This
statement requires that one accounting model be used for long-lived assets
to be disposed of by sale, and broadens the presentation of discontinued
operations to include more disposal transactions. This statement is
required to be applied for fiscal years beginning after December 15, 2001.
The adoption of this statement is not expected to have a material effect on
the Company's financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's primary market risks include fluctuations in
interest rates, variability in interest rate spreads (i.e., prime to LIBOR
spreads), exchange rate variability and the credit risk of its customers.
The Company does not trade in derivative financial instruments.
Substantially all of the Company's non-trade indebtedness relates to loans
made pursuant to the Credit and Facilities Agreements and advances under
the Discount Agreement. Interest on the term loan under the Credit
Agreement accrues at either the LIBOR rate (for a period specified by
Niagara US from time to time) plus 2.85%, or M&T's prime rate plus 1.00%.
Interest on revolving credit loans made pursuant to such agreement accrues
at either 2.50% above the LIBOR rate (for a period specified by Niagara US
from time to time) or M&T's prime rate plus 0.75%. Interest on the term and
revolving credit loans under the Facilities Agreement accrues at the BBA
LIBOR rate (for a period specified by Niagara UK from time to time) plus
0.15%. Interest on advances under the Discount Agreement accrues at
National Westminster's base rate plus 2.25%. Management has attempted to
reduce market risks associated with the fluctuations in interest rates
through the selection of LIBOR periods under the Credit and Facilities
Agreements and advance amounts under the Discount Agreement. Management has
also attempted to reduce such risks by entering into an interest rate cap
agreement which protects Niagara LaSalle with respect to $45 million of
indebtedness in the event the applicable three-month LIBOR rate exceeds
8.28% (see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- Liquidity and Capital Resources").

         The Company sells its products primarily to customers in North
America and Europe. Niagara UK's revenues are generally collected in the
local currency of its customers. To reduce the Company's exposure to
fluctuations in exchange rates, Niagara UK purchases foreign exchange
contracts in amounts and with expiration dates in line with customer
orders. At December 31, 2001, Niagara UK had approximately (pound)5,402,000
(approximately $7,840,000) of such contracts all of which were due to
mature during 2002. Revenues from sales by Niagara US are collected
exclusively in U.S. dollars.

         The Company is subject to the economic conditions affecting its
customers. To reduce its customer credit risk, Niagara UK has insured
substantially all of its accounts receivable. Generally, these insurance
policies provide for payments to Niagara UK of 80% (90% through December
31, 2001) of the unpaid invoiced amounts. In the U.S., management
continuously reviews information concerning the financial condition of its
customers and believes that its allowance for doubtful accounts is
sufficient to cover such risks.


           CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
     PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain forward-looking statements. Some of the
statements in this Form 10-K, including, without limitation, those made
under "BUSINESS" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" may constitute forward-looking
statements. When used in this Form 10-K, the words "may," "will," "should,"
"could," "expects," "plans," "anticipates," "intends," " believes,"
"estimates," "predicts," "projects," "likely," or "continue" and other
similar expressions are intended to identify such forward-looking
statements. These statements involve known and unknown risks, uncertainties
and other factors, many of which are beyond the control of the Company,
that may cause the Company's actual results to be materially different from
those expressed or implied by such forward-looking statements, in future
filings by Niagara with the SEC, in the Company's press releases or in oral
statements made by authorized officers of the Company. Such factors
include, among other things:

o        Cyclicality - The Company's products are used in the automotive,
         agricultural and machine tool industries, among others. As a
         result, demand for such products is closely tied to the economic
         cycles that drive these businesses. For this reason, the Company's
         financial performance has been, and will likely continue to be,
         cyclical in nature.

o        Competition - There is excess world capacity for many of the
         products produced by the Company. In addition, the Company's
         largest competitors are vertically integrated with steelmaking,
         hot rolling and cold drawing capabilities. This integration can
         result in lower raw material costs to these competitors. See
         "BUSINESS -- Competition."

o        Foreign Imports - The presence of low-priced imports of competing
         products and low-priced manufactured products which utilize the
         Company's products can affect the market for the Company's
         products, particularly in Niagara US and Niagara UK's respective
         home markets. Recently enacted tariffs and other measures in the
         United States and the market and governmental responses thereto
         may also affect both the Company's U.S. and U.K. operations. See
         "BUSINESS--Competition."

o        Foreign Sales - Approximately 35% of Niagara UK's sales during
         2001 were to customers outside of the United Kingdom. Revenues in
         respect of such sales are generally collected in the local
         currency of the customer. While Niagara UK purchases foreign
         exchange contracts to reduce its exposure to fluctuations in
         exchange rates, its export sales have been and will remain subject
         to the value of the British pound in relation to the value of the
         local currencies. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Results of
         Operations" and "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK." Recently enacted tariffs and other measures in the
         United States and the market and governmental responses thereto
         may also affect both the Company's U.S. and U.K.
         operations.  See "BUSINESS--Competition."

o        Customer Concentration - Niagara US's 3 largest customers
         represented approximately 50% of its total sales for 2001. The
         loss of any of these customers would have a material adverse
         effect on Niagara US's sales. See "BUSINESS -- Customers."

o        Management Employment Contracts - Certain members of management do
         not have employment contracts with the Company. There is no
         assurance that the Company will be able to retain these
         individuals.

o        Expiration or Review of Union Contracts - LaSalle's hourly
         production employees at its Hammond and Griffith, Indiana
         facilities are covered by collective bargaining agreements which
         expire on July 18, 2005 and February 19, 2003, respectively. There
         is no assurance that LaSalle will be able to negotiate new
         agreements on favorable economic terms. In addition, a large
         number of Niagara UK's employees are covered by collective
         bargaining agreements containing compensation provisions which are
         reviewed annually. There is no assurance that Niagara UK will be
         able to agree with the covered employees at the time of such
         review. Accordingly, the Company may experience work stoppages or
         other labor difficulties. See "BUSINESS -- Employees."

o        Environmental Matters - Niagara US and Niagara UK are subject to
         extensive environmental laws and regulations concerning the
         discharge of materials into the environment and the removal or
         remediation of environmental contamination at locations owned or
         operated by them or at locations owned or operated by third
         parties where they, or a company from which they acquired assets,
         arranged for the disposal of such materials. While the costs of
         complying with the current regulations and the Company's share of
         remediation expenses at locations where Niagara's subsidiaries
         have been identified as a responsible party have not adversely
         affected the Company in any material respect, there is no
         assurance that substantial additional costs will not be required
         as a result of more stringent regulations, an increase in the
         Company's share of remediation costs or the discovery of
         additional contamination at the Company's facilities or at other
         locations for which the Company would be responsible. See "LEGAL
         PROCEEDINGS."


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                       INDEX TO FINANCIAL STATEMENTS

                                                                           Page
Report of Independent Certified Public Accountants.....................     19
Balance Sheets.........................................................     20
Statements of Operations...............................................     21
Statements of Stockholders' Equity.....................................     22
Statements of Cash Flows...............................................     23
Notes to Financial Statements..........................................  24-57





Report of Independent Certified Public Accountants



Niagara Corporation
New York, New York

We have audited the accompanying consolidated balance sheets of Niagara
Corporation and its subsidiaries (together, the "Company") as of December
31, 2000 and 2001, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the
period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Niagara
Corporation and its subsidiaries at December 31, 2000 and 2001, and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

/s/  BDO Seidman, LLP
BDO Seidman, LLP

New York, New York

February 22, 2002
(except as to Note 3 which is as of March 15, 2002)


<TABLE>
<CAPTION>
                                                                                               NIAGARA CORPORATION
                                                                                                  AND SUBSIDIARIES


                                                                                                    Balance Sheets

 =====================================================================================================================
 December 31,                                                                       2000                   2001
 ---------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                      <C>
 Assets
 Current:
    Cash and cash equivalents                                                   $   2,350,515           $  1,692,070
    Trade accounts receivable, net of allowance for doubtful accounts
       of $1,459,000 and $1,276,000 (Notes 6 and 12)                               46,138,149             37,844,609
    Inventories (Notes 4 and 6)                                                    60,901,482             44,113,663
    Deferred income taxes (Note 11)                                                 1,736,000              1,678,000
    Other current assets (Note 7)                                                   2,829,295              3,870,749
---------------------------------------------------------------------------------------------------------------------
         Total current assets                                                     113,955,441             89,199,091
 Property, plant and equipment, net (Notes 5 and 6)                                98,075,506             89,658,179
 Goodwill, net of accumulated amortization of $377,867 and $456,947                 1,983,579              1,904,499
 Deferred financing costs, net of accumulated amortization of $405,876
    and $516,564                                                                      369,124                258,436
 Intangible pension asset (Note 7)                                                    422,000                370,000
 Other assets, net of accumulated amortization of $744,680 and $883,293               612,338                488,725
---------------------------------------------------------------------------------------------------------------------
                                                                                $ 215,417,988          $ 181,878,930
=====================================================================================================================
 Liabilities and Stockholders' Equity
 Current liabilities:
    Accounts payable                                                            $  44,468,035          $  32,604,979
    Accrued expenses (Notes 2 and 3)                                               10,495,664             10,671,116
    Current maturities of long-term debt (Note 6)                                   7,652,774              9,709,148
---------------------------------------------------------------------------------------------------------------------
         Total current liabilities                                                 62,616,473             52,985,243
 Other:
    Long-term debt, less current maturities (Note 6)                               77,876,706             62,293,980
    Accrued pension cost (Note 7)                                                   2,400,000              1,987,000
    Accrued other postretirement benefits (Note 7)                                  5,317,536              5,302,483
    Deferred income taxes (Note 11)                                                11,266,000             10,020,000
    Other noncurrent liabilities                                                       62,550                 37,710
---------------------------------------------------------------------------------------------------------------------
         Total liabilities                                                        159,539,265            132,626,416
---------------------------------------------------------------------------------------------------------------------
 Commitments and contingencies (Notes 9, 10 and 14)
 Stockholders' equity (Notes 7, 8 and 10):
    Preferred stock, $.001 par value - 500,000 shares authorized;
       none outstanding                                                                     -                      -
    Common stock, $.001 par value - 15,000,000 shares authorized;
       9,997,455 issued                                                                 9,998                  9,998
    Additional paid-in capital                                                     50,111,675             50,111,675
    Retained earnings                                                              16,478,678             11,852,159
    Accumulated other comprehensive loss                                           (2,691,219)            (4,471,634)
 ---------------------------------------------------------------------------------------------------------------------
                                                                                   63,909,132             57,502,198
    Treasury stock, at cost, 1,633,638 and 1,758,938 shares                        (8,030,409)            (8,249,684)
 ---------------------------------------------------------------------------------------------------------------------
         Total stockholders' equity                                                55,878,723             49,252,514
 ---------------------------------------------------------------------------------------------------------------------
                                                                               $  215,417,988          $ 181,878,930
 =====================================================================================================================

                                                                     See accompanying notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
                                                                                               NIAGARA CORPORATION
                                                                                                  AND SUBSIDIARIES


                                                                                          Statements of Operations

 =====================================================================================================================
 Year ended December 31,                                             1999(a)              2000                2001
<S>                                                                  <C>                  <C>                 <C>
 ---------------------------------------------------------------------------------------------------------------------
 Net sales (Note 12)                                             $281,116,888       $336,036,710        $268,636,530
 Cost of products sold (Notes 7 and 13)                           245,169,501        293,856,715         239,084,891
 ---------------------------------------------------------------------------------------------------------------------
         Gross profit                                              35,947,387         42,179,995          29,551,639
 Operating expenses and restructuring costs:
    Selling, general and administrative
     (Note 7)                                                      24,440,790         27,995,640          24,814,278
    Restructuring costs (Note 3)                                            -                  -           5,278,074
 ---------------------------------------------------------------------------------------------------------------------
         Operating income (loss)                                   11,506,597         14,184,355            (540,713)
 Interest income                                                       36,172              7,050                   -
 Interest expense                                                  (5,630,549)        (7,416,630)         (5,372,356)
 Other income                                                         143,405            152,443             186,550
 ---------------------------------------------------------------------------------------------------------------------
         Income (loss) before income taxes                          6,055,625          6,927,218          (5,726,519)
 Provision (benefit) for income taxes (Note 11)                     2,299,000          2,590,000          (1,100,000)
 ---------------------------------------------------------------------------------------------------------------------
 Net income (loss)                                             $    3,756,625     $    4,337,218       $  (4,626,519)
 =====================================================================================================================
 Net income (loss) per share:
     Basic                                                     $          .40     $          .50       $        (.56)
 ---------------------------------------------------------------------------------------------------------------------
    Diluted                                                    $          .40     $          .50       $        (.56)
 =====================================================================================================================
 Weighted average common shares outstanding (Note 15):
       Basic                                                        9,350,189          8,659,013           8,329,145
       Diluted                                                      9,357,114          8,659,013           8,329,145
 =====================================================================================================================
 ___________
 (a)    Includes the results of Niagara LaSalle (UK) Limited from May 22, 1999.
 =====================================================================================================================

                                                                        See accompanying notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
                                                                                                              NIAGARA CORPORATION
                                                                                                                 AND SUBSIDIARIES

                                                                                               Statements of Stockholders' Equity




 Years ended December 31, 1999, 2000 and 2001
 ==================================================================================================================================
                                       Common stock
                                   -------------------
                                                                                       Accumulated
                                                          Additional                   other            Treasury          Total
                                   Number of              paid-in        Retained      comprehensive     stock,        stockholders'
                                     shares     Amount    capital        earnings      loss             at cost           equity
 ----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>         <C>       <C>             <C>           <C>              <C>             <C>
 Balance, January 1, 1999          9,997,455   $ 9,998   $50,111,675     $8,384,835    $(1,076,000)     $(2,899,965)    $54,530,543
 ----------------------------------------------------------------------------------------------------------------------------------
 Comprehensive income:
    Net income for the year                -         -             -      3,756,625              -                -       3,756,625
    Foreign currency
       translation adjustment              -         -             -              -         12,356                -          12,356
    Minimum pension liability
      adjustment ($1,456,000,
      net of tax expense of
      $568,000 - Note 7)                   -         -             -              -        888,000                -         888,000
 ----------------------------------------------------------------------------------------------------------------------------------
      Total comprehensive income                                                                                          4,656,981
 ----------------------------------------------------------------------------------------------------------------------------------
 Purchase of treasury stock,               -         -             -              -              -       (2,726,246)     (2,726,246)
    at cost (a)
 ----------------------------------------------------------------------------------------------------------------------------------
 Balance, December 31, 1999        9,997,455     9,998    50,111,675     12,141,460       (175,644)      (5,626,211)     56,461,278
 ----------------------------------------------------------------------------------------------------------------------------------
 Comprehensive income:
    Net income for the year               -         -             -       4,337,218             -                -        4,337,218
    Foreign currency translation
       adjustment                         -         -             -              -      (1,021,575)              -       (1,021,575)
    Minimum pension liability
       adjustment($2,449,000,
       net of tax benefit of
       $955,000 - Note 7)                 -         -             -              -      (1,494,000)               -      (1,494,000)
 ----------------------------------------------------------------------------------------------------------------------------------
       Total comprehensive income                                                                                         1,821,643
 ----------------------------------------------------------------------------------------------------------------------------------
 Purchase of treasury stock,
       at cost (a)                        -         -             -              -               -       (2,404,198)     (2,404,198)
 ----------------------------------------------------------------------------------------------------------------------------------
 Balance, December 31, 2000        9,997,455    $9,998   $50,111,675    $16,478,678    $(2,691,219)      (8,030,409)    $55,878,723
 Comprehensive loss:
    Net loss for the year                  -         -             -     (4,626,519)             -                -      (4,626,519)
    Foreign currency translation
       adjustment                          -         -             -              -       (476,415)               -        (476,415)
    Minimum pension liability
       adjustment ($2,137,000,
       net of tax benefit of
       $833,000 - Note 7)                  -         -             -              -     (1,304,000)               -      (1,304,000)
 ----------------------------------------------------------------------------------------------------------------------------------
     Total comprehensive loss                                                                                            (6,406,934)
 ----------------------------------------------------------------------------------------------------------------------------------
 Purchase of treasury stock,
    at cost (a)                            -         -             -              -              -         (219,275)       (219,275)
 ----------------------------------------------------------------------------------------------------------------------------------
 Balance, December 31, 2001        9,997,455    $9,998   $50,111,675    $11,852,159    $(4,471,634)     $(8,249,684)    $49,252,514
 ==================================================================================================================================

 (a)   During the years ended December 31, 1999, 2000 and 2001, Niagara Corporation repurchased 548,629 shares, 599,129 shares,
       and 125,300 shares of its Common Stock, respectively, at a cost of $2,726,246, $2,404,198 and $219,275, respectively.
===================================================================================================================================
                                                                                 See accompanying notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>

                                                                                               NIAGARA CORPORATION
                                                                                                  AND SUBSIDIARIES


                                                                                          Statements of Cash Flows
                                                                                                        (Note 17)

==========================================================================================================================
<S>                                                               <C>                  <C>                 <C>
 Year ended December 31,                                          1999(a)              2000                2001
--------------------------------------------------------------------------------------------------------------------------
 Cash flows from operating activities:
    Net income (loss)                                       $    3,756,625     $    4,337,218    $     (4,626,519)
--------------------------------------------------------------------------------------------------------------------------
 Adjustments to reconcile net income (loss)
    to net cash (used in)
    provided by operating activities:
      Depreciation and amortization                              8,144,210          9,120,844           7,684,862
      Provision for doubtful accounts                              135,778            534,000            (165,084)
      Deferred income taxes                                      1,461,000          1,593,000            (355,000)
      Pension costs                                               (740,350)        (3,021,987)         (2,498,000)
      Other postretirement benefits                               (307,053)           (14,050)            (15,053)
      Loss on disposal and write-off of equipment                  569,008             38,875           3,554,270
      Changes in assets and liabilities, net of effects
         of purchase of U.K. steel bar businesses in
         1999:
            (Increase) decrease in accounts receivable         (39,356,798)         3,846,937           7,555,242
            (Increase) decrease in accounts receivable
              - other                                           (2,255,687)         2,255,687                   -
            (Increase) decrease in inventories                  (7,563,220)        (3,450,179)         16,026,062
            (Increase) decrease in other current assets         (1,391,323)           792,733            (724,060)
            (Increase) decrease in other assets                   (423,416)            30,772             (15,000)
            Increase (decrease) in accounts payable,
              accrued expenses and other noncurrent
              liabilities                                       32,718,279         (2,524,477)        (10,918,287)
 -------------------------------------------------------------------------------------------------------------------------
                    Total adjustments                           (9,009,572)         9,202,155          20,129,952
--------------------------------------------------------------------------------------------------------------------------
                    Net cash (used in)  provided by
                       operating activities                     (5,252,947)        13,539,373          15,503,433
--------------------------------------------------------------------------------------------------------------------------
 Cash flows from investing activities:
    Acquisition of U.K. steel bar businesses                   (32,514,281)                 -                   -
    Proceeds from disposal of equipment                             25,864             15,550                   -
    Acquisition of property and equipment                       (5,180,444)        (4,897,032)         (3,110,207)
--------------------------------------------------------------------------------------------------------------------------
                    Net cash used in investing activities      (37,668,861)        (4,881,482)         (3,110,207)
--------------------------------------------------------------------------------------------------------------------------
 Cash flows from financing activities:
    Proceeds from long-term debt                                57,226,432          1,102,495                   -
    Repayment of long-term debt                                 (9,797,207)        (7,028,241)        (12,707,710)
    Payments to acquire treasury stock                          (2,726,246)        (2,404,198)           (219,275)
--------------------------------------------------------------------------------------------------------------------------
                    Net cash provided by (used in)
                       financing activities                     44,702,979         (8,329,944)        (12,926,985)
--------------------------------------------------------------------------------------------------------------------------
 Effect of exchange rate changes on cash and cash
    equivalents                                                     12,356           (211,613)           (124,686)
--------------------------------------------------------------------------------------------------------------------------
 Net increase (decrease) in cash and cash equivalents            1,793,527            116,334            (658,445)
 Cash and cash equivalents, beginning of year                      440,654          2,234,181           2,350,515
--------------------------------------------------------------------------------------------------------------------------
 Cash and cash equivalents, end of year                     $    2,234,181    $     2,350,515      $    1,692,070
==========================================================================================================================
 ___________
 (a)   Includes the cash flows of Niagara LaSalle (UK) Limited from May 22, 1999.
==========================================================================================================================

                                                                           See accompanying notes to financial statements.
</TABLE>





                                                        NIAGARA CORPORATION
                                                           AND SUBSIDIARIES


                                              Notes to Financial Statements



1.   Summary of Significant       Organization and Business Operations
     Accounting Policies

                                  Niagara Corporation ("Niagara") was
                                  incorporated in Delaware on April 27,
                                  1993 with the objective of acquiring an
                                  operating business in the metals
                                  processing and distribution industry or
                                  in a metals-related manufacturing
                                  industry.

                                  Niagara consummated an initial public
                                  offering on August 20, 1993 and raised
                                  net proceeds of $15,295,100. Since that
                                  date, it has made acquisitions of three
                                  cold finished steel bar producers in the
                                  United States and one group of businesses
                                  in the United Kingdom engaged in hot
                                  rolling, cold finishing and distributing
                                  steel bars.

                                  Niagara's subsidiaries, Niagara LaSalle
                                  Corporation ("Niagara LaSalle") and
                                  LaSalle Steel Company ("LaSalle," and
                                  together with Niagara LaSalle, "Niagara
                                  US") operate from five locations in the
                                  United States. Niagara's subsidiary,
                                  Niagara LaSalle (UK) Limited ("Niagara
                                  UK"), operates from eight locations in
                                  the United Kingdom. Niagara LaSalle and
                                  LaSalle are Delaware corporations.
                                  Niagara UK is an English company.

                                  Niagara's subsidiaries (together with
                                  Niagara, the "Company") produce cold
                                  drawn and hot rolled steel bars for
                                  distribution primarily within North
                                  America and Europe. The Company competes
                                  in a narrow segment of the steel industry
                                  and its business is affected by
                                  conditions within the broader steel
                                  industry and the automotive, agricultural
                                  and machine tool industries. It grants
                                  trade credits to its customers consistent
                                  with industry practice.

                                  Principles of Consolidation

                                  The consolidated financial statements
                                  include the accounts of Niagara and its
                                  subsidiaries, all of which are
                                  wholly-owned. All material intercompany
                                  accounts and transactions have been
                                  eliminated.

                                  Earnings Per Share

                                  The Company follows Statement of
                                  Financial Accounting Standards ("SFAS")
                                  No. 128, "Earnings per Share," which
                                  requires presentation of basic earnings
                                  per share and diluted earnings per share
                                  by all entities that have publicly traded
                                  common stock or potential common stock
                                  issuances (options, warrants, convertible
                                  securities or contingent stock
                                  arrangements). Basic earnings per share
                                  is computed by dividing income available
                                  to common stockholders by the weighted
                                  average number of common shares
                                  outstanding during the period. Diluted
                                  earnings per share gives effect to all
                                  dilutive potential common shares
                                  outstanding during the period. The
                                  computation of diluted earnings per share
                                  does not assume conversion, exercise or
                                  contingent exercise of securities that
                                  would have an antidilutive effect on
                                  earnings.

                                  Foreign Currency Translation and
                                  Transactions

                                  Niagara UK uses British pounds sterling
                                  ("(pound)") as its functional currency
                                  and its accounts are translated to United
                                  States dollars in conformity with SFAS
                                  No. 52, "Foreign Currency Translation."
                                  Assets and liabilities of this subsidiary
                                  have been translated at year-end exchange
                                  rates and the related revenues and
                                  expenses have been translated at rates
                                  prevailing at the transaction date, which
                                  approximates average rates for the
                                  period. Translation adjustments arising
                                  from the use of different exchange rates
                                  from period to period are included as
                                  accumulated other comprehensive loss
                                  within the Statements of Stockholders'
                                  Equity. Gains and losses resulting from
                                  foreign currency transactions are
                                  included in other income within the
                                  Statements of Operations.

                                  Cash Equivalents

                                  The Company considers all highly liquid
                                  investments with maturities of three
                                  months or less when purchased to be cash
                                  equivalents.

                                  Revenue Recognition

                                  Revenue from the sale of products is
                                  recorded at the time the goods are
                                  shipped. The Company has adopted the
                                  classification requirements for freight
                                  costs required by Emerging Issue Task
                                  Force ("EITF") No. 00-10, "Accounting for
                                  Shipping and Handling Fees and Costs."
                                  This pronouncement, issued in September
                                  2000, requires that all such costs billed
                                  to customers be classified as revenue.
                                  Application of EITF No. 00-10 resulted in
                                  the reclassification, to conform to 2000
                                  and 2001 presentation, of such amounts in
                                  both net sales and costs of products sold
                                  for 1999, and, accordingly, resulted in
                                  no change to gross profit. Prior to the
                                  year ended December 31, 2000, net sales
                                  had been stated after reduction for
                                  freight costs. For the year ended
                                  December 31, 1999, the amount of this
                                  reclassification was $16,895,000.

                                  Inventories

                                  Inventories are stated at the lower of
                                  cost or market, with cost being
                                  determined using the last-in, first-out
                                  ("LIFO") method for Niagara US and the
                                  first-in, first-out ("FIFO") method for
                                  Niagara UK.

                                  Property, Plant and Equipment

                                  Property, plant and equipment is stated
                                  at cost. Additions to property, plant and
                                  equipment are stated at cost and include
                                  expenditures for new facilities and those
                                  costs which substantially increase the
                                  useful lives of existing property, plant
                                  and equipment. Maintenance, repairs and
                                  minor renewals are expensed as incurred.

                                  The Company provides for depreciation of
                                  property, plant and equipment at rates
                                  designed to amortize such assets over
                                  their useful lives. Depreciation is
                                  computed on the straight-line method
                                  using lives of 3 to 15 years on machinery
                                  and equipment and furniture and fixtures,
                                  and 10 to 40 years on buildings and
                                  improvements and leasehold improvements.

                                  Intangible Assets

                                  Niagara LaSalle has a power replacement
                                  agreement with the Power Authority of New
                                  York which provides for low cost energy.
                                  This agreement, which is included in
                                  other assets, is being amortized on a
                                  straight-line basis over 10 years.

                                  Deferred financing costs are being
                                  amortized on a straight-line basis over
                                  the term of the related debt, which is 7
                                  years.

                                  Goodwill represents the excess of the
                                  cost of purchased businesses over the
                                  fair value of the net assets acquired.
                                  Amortization of goodwill was computed
                                  using the straight-line method over 30
                                  years.

                                  Evaluating Recoverability of Long-Lived
                                  Assets

                                  The Company reviews the carrying values
                                  of its long-lived and identifiable
                                  intangible assets for possible impairment
                                  whenever events or changes in
                                  circumstances indicate that the carrying
                                  amount of the assets may not be
                                  recoverable. The Company assesses
                                  recoverability of these assets by
                                  estimating future nondiscounted cash
                                  flows. Any long-lived assets held for
                                  disposal are reported at the lower of
                                  their carrying amounts or fair value less
                                  cost to sell.

                                  Income Taxes

                                  Deferred income taxes are recognized for
                                  the tax consequences of temporary
                                  differences between the financial
                                  reporting bases and the tax bases of the
                                  Company's assets and liabilities in
                                  accordance with SFAS No. 109. Valuation
                                  allowances are established when necessary
                                  to reduce deferred tax assets to the
                                  amount expected to be realized.

                                  Use of Estimates

                                  The preparation of financial statements
                                  in conformity with generally accepted
                                  accounting principles requires management
                                  to make estimates and assumptions that
                                  affect the reported amounts of assets and
                                  liabilities, the disclosure of contingent
                                  assets and liabilities at the date of the
                                  financial statements and the reported
                                  amounts of revenues and expenses during
                                  the reporting period. Actual results
                                  could differ from those estimates.

                                  Additional Reclassifications

                                  Certain additional reclassifications,
                                  primarily in respect of depreciation,
                                  have been made in the 2000 Statement of
                                  Operations in order to conform to current
                                  year presentation. The net effect of
                                  these reclassifications was to decrease
                                  cost of products sold, and thereby
                                  increase gross profit, and to increase
                                  selling, general and administrative
                                  expenses, each by $251,569 for the year
                                  ended December 31, 2000.

                                  Stock-Based Compensation

                                  The Company accounts for its stock option
                                  plan in accordance with the provisions of
                                  Accounting Principles Board ("APB")
                                  Opinion No. 25, "Accounting for Stock
                                  Issued to Employees," and related
                                  interpretations. APB No. 25 provides that
                                  compensation expense would be recorded on
                                  the date of grant only if the current
                                  market price of the underlying stock
                                  exceeded the exercise price of the
                                  option. SFAS No. 123, "Accounting for
                                  Stock-Based Compensation," permits
                                  entities to recognize as expense over the
                                  vesting period the fair value of all
                                  stock-based awards on the date of grant.
                                  Alternatively, SFAS No. 123 allows
                                  entities to continue to apply the
                                  provisions of APB No. 25 and provide pro
                                  forma net income and pro forma earnings
                                  per share disclosures for employee stock
                                  compensation as if the fair-value-based
                                  method defined in SFAS No. 123 had been
                                  applied. The Company has elected to
                                  continue to apply the provisions of APB
                                  No. 25 and provide the pro forma
                                  disclosures of SFAS No. 123 for options
                                  issued to employees.

                                  Comprehensive Income or Loss

                                  The Company has adopted the provisions of
                                  SFAS No. 130, "Reporting Comprehensive
                                  Income," which establishes standards for
                                  reporting and display of comprehensive
                                  income or loss and its components and
                                  accumulated balances. Comprehensive
                                  income or loss is defined to include all
                                  changes in equity except those resulting
                                  from investments by owners and
                                  distributions to owners. Among other
                                  disclosures, SFAS No. 130 requires that
                                  all items that are required to be
                                  recognized under current accounting
                                  standards as components of comprehensive
                                  income or loss be reported in a financial
                                  statement that is displayed with the same
                                  prominence as other financial statements.
                                  Comprehensive income or loss is displayed
                                  in the Statements of Stockholders'
                                  Equity.

                                  At December 31, 2001, the Company had an
                                  accumulated other comprehensive loss of
                                  $4,471,634. This loss was comprised of
                                  accumulated minimum pension liability
                                  adjustments of $2,986,000, representing
                                  pension plan obligations in excess of
                                  pension plan assets, and accumulated
                                  foreign currency translation adjustments
                                  of $1,485,634 arising from the declining
                                  value of the British pound with respect
                                  to the U.S. dollar.

                                  Pension and Other Postretirement Benefits

                                  The Company has adopted the provisions of
                                  SFAS No. 132, "Employers' Disclosures
                                  about Pensions and Other Postretirement
                                  Benefits," which standardizes the
                                  disclosure requirements for pensions and
                                  other postretirement benefits.

                                  Derivative Instruments and Hedging
                                  Activities

                                  The Company has adopted the provisions of
                                  SFAS No. 133, "Accounting for Derivative
                                  Instruments and Hedging Activities," as
                                  amended by SFAS No. 137, which requires
                                  entities to recognize all derivative
                                  financial instruments as either assets or
                                  liabilities in the balance sheet and
                                  measure these instruments at fair value.
                                  The adoption of this standard by the
                                  Company during 2001 did not have a
                                  material effect on the Company's
                                  financial statements.

                                  New Accounting Pronouncements

                                  SFAS No. 141, "Business Combinations"

                                  In June 2001, the Financial Accounting
                                  Standards Board (the "FASB") issued SFAS
                                  No. 141, "Business Combinations," which
                                  requires that entities use the purchase
                                  method of accounting, and prohibits the
                                  use of the pooling-of-interests method of
                                  accounting, for all business combinations
                                  initiated after June 30, 2001. This
                                  statement also requires that the Company
                                  recognize acquired intangible assets
                                  apart from goodwill if the acquired
                                  intangible assets meet certain criteria.
                                  The Company's previous business
                                  combinations were accounted for using the
                                  purchase method. The adoption of this
                                  statement has not had an effect on the
                                  Company's financial statements.

                                  SFAS No. 142, "Goodwill and Other
                                  Intangible Assets"

                                  In July 2001, the FASB issued SFAS No.
                                  142, "Goodwill and Other Intangible
                                  Assets," which requires, among other
                                  things, that entities no longer amortize
                                  goodwill and other intangible assets
                                  having indefinite useful lives, but
                                  rather test them, at least annually, for
                                  impairment. In accordance with this
                                  statement, intangible assets that have
                                  finite useful lives will continue to be
                                  amortized over their useful lives. SFAS
                                  No. 142 is required to be applied in
                                  fiscal years beginning after December 15,
                                  2001 to all goodwill and other intangible
                                  assets recognized at that date,
                                  regardless of when such assets were
                                  initially recognized. This statement also
                                  requires that entities complete a
                                  transitional goodwill impairment test six
                                  months from the date of adoption and
                                  reassess the useful lives of other
                                  intangible assets within the first
                                  quarter of its adoption. The Company is
                                  in the process of completing this test
                                  and, accordingly, has not yet determined
                                  what effect the adoption of this
                                  statement will have on its financial
                                  statements.

                                  As of December 31, 2001, the net carrying
                                  amount of goodwill was $1,904,499.
                                  Goodwill amortization for the year ended
                                  December 31, 2001 was $79,080.

                                  SFAS No. 143, "Accounting for Assets
                                  Retirement Obligations"

                                  In August 2001, the FASB issued SFAS No.
                                  143, "Accounting for Assets Retirement
                                  Obligations," which addresses financial
                                  accounting and reporting for obligations
                                  associated with the retirement of
                                  tangible long-lived assets and the
                                  associated asset retirement costs. This
                                  statement is required to be applied for
                                  fiscal years beginning after June 15,
                                  2002. The adoption of this statement is
                                  not expected to have a material effect on
                                  the Company's financial statements.

                                  SFAS No. 144, "Accounting for the
                                  Impairment or Disposal of Long-Lived
                                  Assets"

                                  In October 2001, the FASB issued SFAS No.
                                  144, "Accounting for the Impairment or
                                  Disposal of Long-Lived Assets," which
                                  addresses financial accounting for the
                                  impairment or disposal of long-lived
                                  assets. This statement requires that one
                                  accounting model be used for long-lived
                                  assets to be disposed of by sale, and
                                  broadens the presentation of discontinued
                                  operations to include more disposal
                                  transactions. This statement is required
                                  to be applied for fiscal years beginning
                                  after December 15, 2001. The adoption of
                                  this statement is not expected to have a
                                  material effect on the Company's
                                  financial statements.

2.   Acquisition of U.K.          On May 21, 1999, Niagara UK purchased the
     Steel Bar Businesses         equipment, inventory and certain other
                                  assets of the eight steel bar businesses
                                  of Glynwed Steels Limited ("Glynwed
                                  Steels"), an English company and a
                                  subsidiary of Glynwed International plc
                                  ("Glynwed"). In consideration for the
                                  sale of such assets, Niagara UK paid
                                  Glynwed Steels (pound)21,202,000
                                  (approximately $34.3 million) in cash at
                                  the closing, (pound)3,015,500
                                  (approximately $4.9 million) of which was
                                  returned to Niagara UK during the third
                                  quarter of 1999 as an adjustment to
                                  reflect the value of the net assets
                                  transferred. These steel bar businesses,
                                  which are engaged in hot rolling, cold
                                  finishing and distribution, consist of
                                  the following unincorporated trading
                                  units: Ductile Wesson, Gadd Dudley Port,
                                  GB Longmore, Midland Engineering Steels,
                                  Wesson Bright Products and Macreadys.

                                  The financial statements include the
                                  results of Niagara UK from May 22, 1999.
                                  The acquisition of the U.K. steel bar
                                  businesses was accounted for as a
                                  purchase. The purchase price for these
                                  businesses was approximately
                                  (pound)21,569,500 (approximately $34.8
                                  million), which amount includes
                                  approximately (pound)1,302,000
                                  (approximately $2.1 million) of
                                  acquisition costs and approximately
                                  (pound)2,081,000 (approximately $3.3
                                  million) of estimated costs relating to
                                  the intended closure of certain
                                  facilities and intended consolidation of
                                  certain operations. At December 31, 2001,
                                  approximately (pound)338,000
                                  (approximately $0.5 million) of such
                                  estimated costs were included in accrued
                                  expenses.

                                  In connection with the acquisition of the
                                  U.K. steel bar businesses, Niagara and
                                  Niagara UK entered into agreements with
                                  subsidiaries of Glynwed providing for the
                                  lease or sublease by Niagara UK of 10
                                  production facilities and the assignment
                                  of 5 sales office leases. Pursuant to
                                  these agreements, (i) the initial term of
                                  the lease is 10 years for 9 of the
                                  production facilities and 5 years for the
                                  remaining production facility at
                                  aggregate rents of (pound)50,000
                                  (approximately $75,000) for the first two
                                  years; (pound)850,000 (approximately $1.2
                                  million) for years 3-6; and
                                  (pound)1,000,000 (approximately $1.4
                                  million) for years 7-10, (ii) each
                                  production facility lease can be
                                  terminated by Niagara UK on one year's
                                  notice and (iii) Niagara UK has the
                                  option to purchase any or all of the 7
                                  primary production facilities at prices
                                  fixed for 10 years (which prices total
                                  (pound)9,468,000 (approximately $13.7
                                  million)), or to renew the leases with
                                  respect thereto for an additional term of
                                  15 years at commercial market rates. In
                                  connection with a restructuring plan for
                                  its hot rolling operations, Niagara UK
                                  terminated one of its production facility
                                  leases in 2001.

                                  The purchase of the U.K. steel bar
                                  businesses was financed by (i) borrowings
                                  under a bank facilities agreement entered
                                  into on May 21, 1999 by Niagara UK
                                  providing for a (pound)10 million
                                  (approximately $14.5 million) seven-year
                                  term loan and a (pound)9.8 million
                                  (approximately $14.2 million) three-year
                                  revolving credit facility, (ii) a
                                  (pound)3.75 million (approximately $6
                                  million) equity investment by Niagara in
                                  Niagara UK, (iii) a (pound)3.75 million
                                  (approximately $6 million) subordinated
                                  loan from Niagara to Niagara UK and (iv)
                                  a (pound)2.5 million (approximately $4
                                  million) short-term loan from Niagara to
                                  Niagara UK. The equity investment and
                                  subordinated and short-term loans were
                                  financed by borrowings under a revolving
                                  credit and term loan agreement dated
                                  April 18, 1997, as amended, with Niagara
                                  US.

                                  On August 23, 1999, Niagara UK entered
                                  into an invoice discounting agreement
                                  with Royal Bank of Scotland Invoice
                                  Discounting Limited (formerly known as
                                  Lombard Natwest Discounting Limited)
                                  providing for up to (pound)20 million
                                  (approximately $29.0 million) of advances
                                  to Niagara UK based upon a formula tied
                                  to the receivables purchased by such
                                  institution. In connection with the
                                  execution of this agreement, the
                                  revolving credit facility under Niagara
                                  UK's bank facilities agreement was
                                  reduced to (pound)4.9 million
                                  (approximately $7.1 million). This
                                  facility was further reduced to
                                  (pound)2.5 million (approximately $3.6
                                  million) as of December 31, 1999.

                                  Pro forma results of operations, assuming
                                  the acquisition of the U.K. steel bar
                                  businesses had occurred on January 1,
                                  1999, are unaudited and detailed below.
                                  Pro forma adjustments primarily include
                                  reductions in depreciation and
                                  amortization based on changes in the
                                  useful lives of the assets acquired,
                                  additional interest expense relating to
                                  the debt incurred in connection with the
                                  acquisition, and changes in rent expense
                                  based on property leases entered into in
                                  connection with the acquisition.

                                  Year ended December 31, 1999
                                  ---------------------------------------------
                                  Net sales (a)                    $341,406,068
                                  Net loss                           (2,122,086)
                                  Net loss per share (basic)               (.23)
                                  Net loss per share (diluted)             (.23)
                                  =============================================
                                  ____________
                                  (a) In accordance with EITF No. 00-10, net
                                      sales have been restated to include
                                      all freight costs billed to customers.
                                      See Note 1.

3.   Restructuring Costs          In the third quarter of 2001, the Company
                                  announced a restructuring plan involving
                                  the closure of Niagara UK's hot rolling
                                  facility in Tipton. In connection
                                  therewith, the Company recorded, in the
                                  fourth quarter of 2001, a restructuring
                                  charge of $5,278,074 (approximately
                                  (pound)3,662,000), consisting of
                                  equipment write-offs of $3,554,270
                                  (approximately(pound)2,466,000) and
                                  redundancy and reorganization costs of
                                  $1,723,804 (approximately (pound)
                                  1,196,000). Such costs include
                                  approximately $1,185,000 (approximately
                                  (pound)823,000) of severance costs in
                                  respect of approximately 100 employees.
                                  At December 31, 2001, approximately
                                  $300,000 (approximately(pound)207,000) of
                                  these costs were included in accrued
                                  expenses.

                                  On March 15, 2002, Niagara UK entered
                                  into an agreement to sell the Tipton
                                  property for (pound)3,600,000
                                  (approximately $5,094,000), subject to
                                  adjustment. The transaction is subject to
                                  the buyer receiving approval from the
                                  local planning authority of its plans to
                                  build residential property at the site.
                                  This property is currently leased to
                                  Niagara UK but is subject to Niagara UK's
                                  option to purchase exercisable on 3
                                  months' notice and upon payment of
                                  (pound)1,495,000 (approximately
                                  $2,115,000).


4.   Inventories                  Inventories consisted of the following at
                                  December 31, 2000 and 2001:

                                  December 31,               2000          2001
                                  ---------------------------------------------
                                  Raw materials       $21,575,657   $10,503,938
                                  Work-in-process       5,173,259     3,783,934
                                  Finished goods       34,152,566    29,825,791
                                  ---------------------------------------------
                                                      $60,901,482   $44,113,663
                                  =============================================

                                  At December 31, 2001, Niagara US
                                  inventories were $27,159,513 determined
                                  using the LIFO method and Niagara UK
                                  inventories were $16,954,150 determined
                                  using the FIFO method.


5.   Property, Plant and          Property, plant and equipment consisted of the
     Equipment                    following at December 31, 2000 and 2001:
<TABLE>
<CAPTION>
                                  December 31,                 2000          2001
                                  --------------------------------------------------------
                                  <S>                         <C>           <C>
                                  Land, buildings and
                                     improvements             $ 24,734,297    $26,040,591
                                  Leasehold improvements         1,843,214      1,884,425
                                  Machinery and equipment       99,493,817     97,564,448
                                  Furniture and fixtures         3,954,891      4,401,293
                                  --------------------------------------------------------
                                  Total                        130,026,219    129,890,757
                                  Less accumulated
                                    depreciation and
                                    amortization                31,950,713     40,232,578
                                  --------------------------------------------------------
                                                              $ 98,075,506    $89,658,179
                                  ========================================================
</TABLE>


6.  Long-Term Debt                The long-term debt consisted of the
                                  following at December 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                  December 31,                                              2000            2001
                                  ------------------------------------------------------------------------------
                                  <S>                                                      <C>             <C>
                                  Term note  payable - bank,  maturing in monthly
                                    installments   of  principal   plus  interest
                                    through   March   2004.   Scheduled   monthly
                                    installments  of principal  are $583,333 from
                                    May 1, 2001 through  April 1, 2002,  $666,666
                                    from May 1, 2002 through  April 1, 2003,  and
                                    $750,000  thereafter.  Interest is calculated
                                    at either the LIBOR  rate plus  2.85%  (2.10%
                                    from  January 1, 2000  through June 27, 2001;
                                    2.35%  from June 28,  2001  through  December
                                    31,  2001),  or the  bank's  prime  rate plus
                                    1.00%  (0.50%  from  January 1, 2000  through
                                    December 31, 2001)  (effective  rate of 4.75%
                                    at December 31, 2001)                             $26,000,015     $19,333,351

                                  Secured bank revolving line of credit
                                    up to $50,000,000 due July 31, 2003,
                                    limited to a portion of eligible
                                    accounts receivable and inventories.
                                    Interest is payable in monthly
                                    installments at either the LIBOR
                                    rate plus 2.50% (1.75% from January
                                    1, 2000 through June 27, 2001; 2.00%
                                    from June 28, 2001 through December
                                    31, 2001), or the bank's prime rate
                                    plus 0.75% (0.25% from January 1,
                                    2000 through December 31, 2001)(effective
                                    rate of 4.40% at December 31, 2001)                30,200,000      26,600,000

                                   Term note payable - bank (facilities
                                    agreement), maturing in monthly
                                    installments of principal plus interest
                                    through April 2006. From May 2001
                                    through April 2002, the monthly
                                    installments of principal are
                                    (pound)85,000. The monthly principal
                                    payment is adjusted annually each
                                    subsequent May 1 with the final
                                    installment due and payable April 2006.
                                    Interest is calculated at the BBA LIBOR
                                    rate plus 0.15%. The note is secured
                                    by, among other things, a letter of
                                    credit for the balance outstanding with
                                    a fee of 2.75% (effective rate of 6.94%
                                    at December 31, 2001)                              13,738,706      12,488,706

                                   Secured invoice discounting agreement up
                                    to (pound)20,000,000 ($29,030,000) due
                                    August 23, 2003, limited to a portion
                                    of the purchased accounts receivable.
                                    Interest is payable in monthly
                                    installments at the bank's base rate
                                    plus 2.25% (effective rate of 6.25% at
                                    December 31, 2001)                                 14,767,728      12,870,451

                                  Note payable - other, maturing
                                    $64,143 annually on January 31, through
                                    2010, plus interest at 8.5%                           641,428         577,285

                                  Note payable - other, maturing
                                    $33,333 annually on April 17, through
                                    2005, plus interest at 10%                            166,668         133,335

                                  Other notes payable                                      14,935               -
                                  ------------------------------------------------------------------------------
                                                                                       85,529,480      72,003,128
                                  Less:  Current maturities of long-term debt           7,652,774       9,709,148
                                  ------------------------------------------------------------------------------
                                                                                      $77,876,706     $62,293,980
                                  ==============================================================================
</TABLE>

                                  The obligations of Niagara US under the
                                  revolving credit and term loan agreement
                                  are guaranteed by Niagara and secured by
                                  substantially all of the assets and a
                                  pledge of all outstanding capital stock
                                  of Niagara US. This credit agreement
                                  carries restrictions on, among other
                                  things, indebtedness, liens, capital
                                  expenditures, dividends, asset
                                  dispositions, cross-defaults and changes
                                  in control of Niagara and Niagara US, and
                                  requires minimum levels of net worth
                                  through maturity. Also included in this
                                  agreement are requirements regarding the
                                  ratio of consolidated current assets to
                                  consolidated current liabilities and the
                                  ratio of net income before interest,
                                  taxes, depreciation and amortization to
                                  cash interest expense.

                                  The obligations of Niagara UK under the
                                  facilities agreement are secured by
                                  standby letters of credit and
                                  substantially all of the assets of
                                  Niagara UK (for the benefit of the issuer
                                  of such letters of credit). Niagara UK's
                                  agreement to reimburse the issuer for
                                  drawdowns under such letters of credit is
                                  guaranteed by Niagara and Niagara US,
                                  which guarantees are secured by
                                  substantially all of the assets of
                                  Niagara US on a second priority basis.
                                  The obligations of Niagara UK under the
                                  invoice discounting agreement are
                                  guaranteed by Niagara and secured by
                                  substantially all of the assets of
                                  Niagara UK. The facilities and invoice
                                  discounting agreements carry restrictions
                                  on, among other things, security
                                  interests, borrowed money, asset
                                  dispositions, dividends, transactions
                                  with affiliates, capital expenditures,
                                  cross-defaults, changes in control of
                                  Niagara UK and mergers and acquisitions.
                                  Also included in these agreements are
                                  requirements regarding tangible net
                                  worth, the ratio of consolidated EBITDA
                                  to consolidated fixed charges and the
                                  ratio of current assets to current
                                  liabilities.

                                  Approximate maturities of long-term debt
                                  are as follows:

                                  Year ended December 31,
                                  -------------------------------------------
                                  2002                           $9,709,000
                                  2003                           50,818,000
                                  2004                            6,349,000
                                  2005                            3,736,000
                                  2006                            1,134,000
                                  Thereafter                        257,000
                                  -------------------------------------------
                                                                $72,003,000
                                  ===========================================


7.   Pension Plans and Other      LaSalle sponsors two contributory defined
     Postretirement Benefits      benefit pension plans which cover certain
                                  employees of LaSalle, as well as various
                                  retiree health and welfare programs
                                  providing postretirement benefits for
                                  eligible employees hired prior to certain
                                  specified dates. Niagara LaSalle,
                                  together with Niagara, is also a party to
                                  a non-contributory defined benefit
                                  pension plan with one of the Company's
                                  officers. See Note 14.

                                  The following tables provide a
                                  reconciliation of the changes in these
                                  plans' benefit obligations and fair value
                                  of assets over the two-year period ending
                                  December 31, 2001, and a statement of the
                                  funded status of these plans as of
                                  December 31, 2000 and 2001:

                                Pension benefits             Other benefits
                             ------------------------   -----------------------
                                 2000        2001           2000        2001
 ------------------------------------------------------------------------------
 Reconciliation of benefit
   obligation
 Obligation at January 1   $22,447,000  $24,258,000      $6,348,000  $6,555,000
 Obligation -
   non-contributory plan
   at January 1                      -    1,041,000               -           -
 Service cost                  333,000      481,000          48,000      48,000
 Interest cost               1,674,000    1,892,000         463,000     485,000
 Actuarial loss              1,552,000    1,404,000         271,000     176,000
 Benefit payments           (1,748,000)  (1,860,000)       (575,000)   (615,000)
 ------------------------------------------------------------------------------
 Obligation at December 31 $24,258,000  $27,216,000      $6,555,000  $6,649,000
 ==============================================================================


                                Pension benefits             Other benefits
                             ------------------------   -----------------------
                                 2000        2001           2000        2001
-------------------------------------------------------------------------------
Reconciliation of fair
  value of plan assets
Fair value of plan assets
  at January 1              $21,110,000  $22,686,000      $       -    $      -
Actual return on plan
  assets                        429,000      502,000              -           -
Employer contributions        2,895,000    2,750,000         575,000    615,000
Benefit payments             (1,748,000)  (1,860,000)       (575,000)  (615,000)
-------------------------------------------------------------------------------
Fair value of plan assets
  at December 31            $22,686,000  $24,078,000      $       -    $      -
===============================================================================


                                Pension benefits             Other benefits
                             ------------------------   -----------------------
                                 2000        2001           2000        2001
-------------------------------------------------------------------------------
Funded status
Funded status at
  December 31              $(1,572,000)  $(3,138,000)  $(6,555,000) $(6,649,000)
Unrecognized prior
  service cost                 422,000       370,000            -             -
Unrecognized loss            2,543,000     6,699,000     1,237,464    1,346,517
--------------------------------------------------------------------------------
Net amount recognized      $ 1,393,000   $ 3,931,000   $(5,317,536) $(5,302,483)
===============================================================================


The following table provides the amounts recognized in the Company's
balance sheets at December 31, 2000 and 2001:


                                Pension benefits             Other benefits
                             ------------------------     ---------------------
                                 2000        2001          2000        2001
-------------------------------------------------------------------------------
Prepaid benefit cost        $    614,000    $ 654,000    $       -    $     -
Accrued benefit liability     (2,400,000)  (1,987,000)  (5,317,536)  (5,302,483)
Intangible asset                 422,000      370,000            -          -
Accumulated other
  comprehensive loss,
  pretax                       2,757,000    4,894,000            -          -
-------------------------------------------------------------------------------
Net amount recognized        $ 1,393,000  $ 3,931,000  $(5,317,536) $(5,302,483)
===============================================================================




LaSalle's hourly pension plan has a benefit obligation in excess of plan
assets. The plan's benefit obligation was $16,320,000 and $17,639,000 at
December 31, 2000 and 2001, respectively. Plan assets for this plan were
$13,863,000 and $15,591,000 at December 31, 2000 and 2001, respectively.
LaSalle's plans for postretirement benefits other than pensions have no
plan assets. The benefit obligation for such plans was $6,555,000 and
$6,649,000 at December 31, 2000 and 2001, respectively. The
non-contributory defined benefit pension plan to which Niagara and Niagara
LaSalle are parties has no plan assets. This plan's benefit obligation was
$1,310,000 at December 31, 2001.

The following table provides the components of net periodic benefit cost
for the Company's plans for the years ended December 31, 1999, 2000 and
2001:

<TABLE>
<CAPTION>
                                                  Pension benefits                              Other benefits
                                      -----------------------------------------    -----------------------------------------
                                           1999          2000          2001            1999           2000          2001
----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>               <C>           <C>            <C>
Service cost                          $   517,000  $    333,000    $   481,000     $    76,000    $   48,000     $  48,000
Interest cost                           1,605,000     1,674,000      1,892,000         357,000       463,000       485,000
Expected return on plan assets         (1,912,000)   (2,161,000)    (2,323,000)             -             -              -
Amortization of prior service cost         52,000        52,000         52,000              -             -              -
Amortization of unrecognized loss
  (gain)                                   25,000       (22,000)       110,000         (19,000)       49,000        67,000
----------------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost             $   287,000   $  (124,000)   $   212,000     $   414,000    $  560,000     $ 600,000
============================================================================================================================
</TABLE>



The amounts included within other comprehensive income (loss) arising from
a change in the additional minimum pension liability were $888,000 (net of
tax expense), $(1,494,000) (net of tax benefit) and $(1,304,000) (net of
tax benefit) for 1999, 2000 and 2001, respectively.

LaSalle provides certain health care and life insurance benefits for
eligible retired employees. Employees may become eligible for such benefits
if they reach the normal retirement age while working for LaSalle. LaSalle
continues to fund benefit costs on a pay as you go basis.

The assumptions used in the measurement of LaSalle's benefit obligations
are shown in the following table:

<TABLE>
<CAPTION>
                                                  Pension benefits                              Other benefits
                                      -----------------------------------------    -----------------------------------------
                                           1999          2000          2001            1999           2000          2001
----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>               <C>           <C>            <C>
Weighted average assumptions as of
  December 31:
   Discount rate:
     Used for determination of
        expense                            7.00%         7.75%         7.50%             7.00%        7.75%         7.50%
     Used for determination of
        year-end liability                 7.75%         7.75%         7.50%             7.75%        7.75%         7.50%
   Expected return on plan assets         10.00%        10.00%        10.00%              N/A          N/A           N/A
   Rate of compensation increase:
       hourly plan                         3.00%         3.00%         3.00%              N/A          N/A           N/A
       salaried plan                        N/A           N/A           N/A               N/A          N/A           N/A
       non-contributory plan                N/A           N/A          3.00%              N/A          N/A           N/A
============================================================================================================================
</TABLE>



                                  Because of changes effected during 1998
                                  to health care benefits under LaSalle's
                                  postretirement benefit plans, a zero
                                  percent health care cost trend rate has
                                  been assumed since then.

                                  Niagara LaSalle maintains a contributory
                                  salary deferral retirement plan (401(k))
                                  for all employees of Niagara and Niagara
                                  US other than those subject to a
                                  collective bargaining agreement (the
                                  "Niagara LaSalle 401(k) Plan"). Under the
                                  terms of this plan, participants may
                                  elect to defer up to 15% of their
                                  earnings. This plan provides for a 100%
                                  match for the first 3% of employee
                                  contributions and a 50% match for the
                                  next 2% of employee contributions, and an
                                  additional employer contribution equal to
                                  2% of earnings. Niagara LaSalle also
                                  maintains a contributory salary deferral
                                  retirement plan (401(k)) for all
                                  employees of LaSalle who are subject to a
                                  collective bargaining agreement (the
                                  "LaSalle 401(k) Plan"). The LaSalle
                                  401(k) Plan provides for a 25% match of
                                  the first 5% of employee contributions
                                  for all participants other than employees
                                  at the Company's Hammond, Indiana
                                  facility hired after May 18, 1998 for
                                  whom the plan provides for the same
                                  employer match and additional
                                  contribution provisions as the Niagara
                                  LaSalle 401(k) Plan. All contributions
                                  under these plans are subject to the
                                  limitations of Section 401 of the
                                  Internal Revenue Code of 1986, as
                                  amended, and the requirements of the
                                  Employee Retirement Income Security Act
                                  of 1974, as amended. The funds are
                                  invested as directed by the individual
                                  participants. Total expense related to
                                  these plans was approximately $656,000,
                                  $666,000 and $726,000 for the years ended
                                  December 31, 1999, 2000 and 2001,
                                  respectively.

                                  Niagara UK established a defined
                                  contribution group personal pension
                                  arrangement for all of its employees
                                  effective October 1, 1999. (Between May
                                  21 and October 1, 1999 (the "Transitional
                                  Period"), employees of Niagara UK were
                                  able to continue their participation in
                                  Glynwed's pension plans on a transitional
                                  basis.) Under the terms of Niagara UK's
                                  plan, participants may elect to
                                  contribute prescribed percentages of
                                  their earnings based upon their age,
                                  position and whether they were previously
                                  members of a Glynwed pension plan.
                                  Niagara UK's contributions to
                                  participants' accounts under this plan
                                  are based upon the same factors. All
                                  contributions are subject to the
                                  requirements of the U.K. Inland Revenue
                                  and related pension laws. The funds are
                                  invested as directed by the individual
                                  participants. For the period May 22
                                  through December 31, 1999 and the years
                                  ended December 31, 2000 and 2001,
                                  expenses in respect of this plan,
                                  together with Niagara UK's contributions
                                  to Glynwed's pension plans during the
                                  Transitional Period (in respect of
                                  Niagara UK employees), totaled
                                  approximately (pound)776,000
                                  ($1,249,000), (pound)633,000 ($960,000)
                                  and (pound)618,000 ($890,000),
                                  respectively.


8.  Preferred Stock               Niagara is authorized to issue 500,000 shares
                                  of Preferred Stock, par value $.001 per
                                  share, with such designations, voting and
                                  other rights and preferences as may be
                                  determined from time to time by its Board
                                  of Directors.

9.  Lease Commitments             Niagara leases office space under an
                                  operating lease expiring in December
                                  2007. Niagara US leases equipment and one
                                  operating facility under operating leases
                                  expiring through November 2009. Niagara
                                  UK leases equipment, nine operating
                                  facilities and five sales offices under
                                  operating leases expiring through May
                                  2009. At December 31, 2001, future
                                  minimum payments under operating leases
                                  were approximately as follows:

                                  ----------------------------------------------
                                  2002                                3,183,000
                                  2003                                2,970,000
                                  2004                                2,828,000
                                  2005                                2,970,000
                                  2006                                3,047,000
                                  Thereafter                          8,223,000
                                 ----------------------------------------------
                                 Total minimum lease payments       $23,221,000
                                 ==============================================

                                  Rent expense under operating leases was
                                  approximately $975,000, $1,286,000 and
                                  $2,412,000 for the years ended December
                                  31, 1999, 2000 and 2001, respectively.

10. Stock Option Plan             The Company has a stock option plan which
                                  provides that the Compensation Committee
                                  of Niagara's Board of Directors may grant
                                  options to the Company's officers,
                                  directors, employees and independent
                                  contractors for up to 2,500,000 shares of
                                  Niagara Common Stock.

                                  The Company applies APB 25, "Accounting
                                  for Stock Issued to Employees," and
                                  related interpretations in accounting for
                                  this plan. Under APB 25, no compensation
                                  cost was recognized because the exercise
                                  price of Niagara's employee stock options
                                  was equal to or greater than the market
                                  price of the underlying stock on the date
                                  of grant.

                                  FASB 123, "Accounting for Stock-Based
                                  Compensation," requires that the Company
                                  provide pro forma information regarding
                                  net income and earnings per share as if
                                  the compensation cost for the Company's
                                  stock option plan had been determined in
                                  accordance with the fair value method
                                  prescribed in such statement. The Company
                                  estimates the fair value of each stock
                                  option at the grant date by using the
                                  Black-Scholes option-pricing model with
                                  the following weighted average
                                  assumptions used for grants in 1999 and
                                  2000: dividend yield of 0%; expected
                                  volatility of 45.8% for 1999 and 44.0%
                                  for 2000; average risk-free interest
                                  rates of 4.7% and 6.2% for 1999 and 2000,
                                  respectively; expected lives of 10 years;
                                  and a discount due to marketability and
                                  dilution of 0% for 1999 and 2000. There
                                  were no stock options granted in 2001.

                                  Under the accounting provisions of FASB
                                  123, the Company's net income (loss) and
                                  earnings (loss) per share would have been
                                  reduced to the pro forma amounts
                                  indicated below:
<TABLE>
<CAPTION>
                                                                       1999            2000           2001
                                  ---------------------------------------------------------------------------
                                  <S>                             <C>            <C>           <C>
                                  Net income (loss):
                                     As reported                 $3,756,625      $4,337,218    $(4,626,519)
                                     Pro forma                    3,238,140       3,423,628     (5,218,523)
                                  Net income (loss) per
                                     share (basic):
                                        As reported                     .40             .50           (.56)
                                        Pro forma                       .35             .40           (.63)
                                  Net income (loss) per
                                     share (diluted):
                                        As reported                     .40             .50           (.56)
                                        Pro forma                       .35             .40           (.63)
                                  ===========================================================================
</TABLE>




A summary of the status of the Company's stock option plan at December 31,
1999, 2000 and 2001, and changes during the years ending on those dates, is
presented below:

<TABLE>
<CAPTION>

                                       December 31, 1999              December 31, 2000              December 31, 2001
                                   --------------------------    --------------------------      --------------------------
                                                   Weighted                       Weighted                       Weighted
                                                   average                        average                        average
                                                   exercise                       exercise                       exercise
                                      Shares        price            Shares        price            Shares        price
<S>                                   <C>          <C>               <C>          <C>               <C>          <C>
---------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year       1,250,000     $5.61          2,140,000       $5.72            2,330,000     $5.70
Granted                                  890,000      5.88            200,000        5.50                    -        -
Forfeited or cancelled                         -        -              10,000        5.75                    -        -
---------------------------------------------------------------------------------------------------------------------------

Outstanding at end of year             2,140,000     $5.72          2,330,000       $5.70            2,330,000     $5.70

---------------------------------------------------------------------------------------------------------------------------
Options exercisable at year-end        1,203,000     $5.67          1,315,000       $5.65            1,656,000     $5.66

---------------------------------------------------------------------------------------------------------------------------
Weighted average fair value of
options granted during the year                      $3.19                          $2.29                             -
---------------------------------------------------------------------------------------------------------------------------
</TABLE>



The following table summarizes information about stock options outstanding
at December 31, 2001.


                         Options outstanding              Options exercisable
                 ----------------------------------      ----------------------
                               Weighted
                                average    Weighted                   Weighted
                   Number      remaining   average         Number     average
   Range of      outstanding  contractual  exercise      exercisable  exercise
exercise prices  at 12/31/01     life        price       at 12/31/01    price
-------------------------------------------------------------------------------
  $5.50-$5.88     2,330,000   5.13 years     $5.70        1,656,000      $5.66
===============================================================================



11.  Income Taxes                 The provision (benefit) for federal and
                                  state income taxes was comprised of the
                                  following:
<TABLE>
<CAPTION>

                                 Year ended December 31,              1999          2000          2001
                                 <S>                                  <C>           <C>           <C>
                                 -------------------------------------------------------------------------
                                 Current:
                                    Federal                    $   738,000    $   879,000   $  (745,000)
                                    State                          100,000        118,000             -
                                 -------------------------------------------------------------------------
                                                                   838,000        997,000      (745,000)
                                 -------------------------------------------------------------------------
                                 Deferred:
                                    Federal                      1,130,000      1,105,000       593,000
                                    State                          185,000         90,000        14,000
                                    Foreign (UK)                   146,000        398,000      (962,000)
                                 -------------------------------------------------------------------------
                                                                 1,461,000      1,593,000      (355,000)
                                 -------------------------------------------------------------------------
                                 Total income tax provision
                                    (benefit)                   $2,299,000     $2,590,000   $(1,100,000)
                                 =========================================================================
</TABLE>

<TABLE>
<CAPTION>

                                  At December 31, 2000 and 2001, deferred tax assets (liabilities) consisted of
                                  the following:
                                  December 31,                                          2000                2001
                                  <S>                                                  <C>                  <C>
                                  ------------------------------------------------------------------------------
                                  Federal and state regular tax net            $      530,000     $    2,355,000
                                    operating loss carryforwards
                                  Accrued minimum pension liability                 1,075,000          1,908,000
                                  Federal alternative minimum tax credit
                                    carryforwards                                   2,536,000          1,898,000
                                  Accrued expenses deductible when paid               891,000            851,000
                                  New York State investment tax credits               678,000            767,000
                                  Allowance for doubtful accounts                     348,000            387,000
                                  Inventories                                         422,000            364,000
                                  Foreign, book depreciation greater than
                                    tax depreciation and basis
                                    differences on UK property, plant
                                    and equipment                                           -          1,049,000
                                  Other                                               327,000            549,000
                                  ------------------------------------------------------------------------------
                                  Gross deferred tax assets                         6,807,000         10,128,000
                                  Valuation allowance for deferred tax
                                    assets                                           (678,000)        (1,398,000)
                                  ------------------------------------------------------------------------------
                                  Net deferred tax assets                           6,129,000          8,730,000
                                  ------------------------------------------------------------------------------
                                  Tax depreciation greater than book
                                    depreciation on US  property, plant
                                    and equipment                                 (14,649,000)       (15,164,000)
                                  Postretirement benefit obligation                  (466,000)        (1,908,000)
                                  Foreign (UK)                                       (544,000)                 -
                                  ------------------------------------------------------------------------------
                                  Gross deferred tax liabilities                  (15,659,000)       (17,072,000)
                                  ------------------------------------------------------------------------------
                                  Net deferred tax liabilities                 $   (9,530,000)    $   (8,342,000)
                                  ==============================================================================


                                  Deferred taxes are included in the accompanying balance sheets as follows:


                                                                                         2000               2001
                                  ------------------------------------------------------------------------------
                                  Current asset for deferred income taxes       $   1,736,000      $   1,678,000
                                  Noncurrent liability for deferred
                                    income taxes                                  (11,266,000)       (10,020,000)
                                  ------------------------------------------------------------------------------
                                  Net deferred tax liabilities                  $  (9,530,000)     $  (8,342,000)
                                  ==============================================================================
</TABLE>



                                  At December 31, 2001, the Company had
                                  available federal alternative minimum tax
                                  credit carryforwards of approximately
                                  $1,898,000 which do not expire and can be
                                  used to offset future years' regular tax
                                  to the extent it exceeds alternative
                                  minimum tax.

                                  At December 31, 2001, the Company had
                                  available net operating loss
                                  carryforwards for regular federal and
                                  state income tax purposes of
                                  approximately $5,273,000 and $7,263,000,
                                  respectively, expiring through 2021.

                                  At December 31, 2001, Niagara LaSalle had
                                  New York state investment tax credit
                                  carryforwards of approximately $767,000,
                                  which may be available to offset certain
                                  future state income taxes. These credits
                                  expire through 2006.

                                  At December 31, 2001, the Company had a
                                  valuation allowance for deferred tax
                                  assets of $1,398,000 comprised of (i) its
                                  New York state investment tax credit
                                  carryforwards of approximately $767,000
                                  and (ii) $631,000 relating to basis
                                  differences on its UK property, plant and
                                  equipment.

                                  A reconciliation of the statutory federal
                                  income tax rate and effective rate as a
                                  percentage of pre-tax income (loss) was
                                  as follows:
<TABLE>
<CAPTION>
                                                        1999                   2000                     2001
                                                 --------------------    ------------------    -----------------------
                                                   Amount       %        Amount       %           Amount        %
                                  ------------------------------------------------------------------------------------
                                  <S>            <C>          <C>       <C>          <C>        <C>            <C>
                                  Tax            $2,059,000   34.0%     $2,355,000   34.0%    $(1,947,000)   (34.0)%
                                  (benefit) at
                                  statutory
                                  rate
                                  State income
                                  taxes net of
                                  federal
                                  income tax
                                  benefit           206,000    3.4         197,000    2.8         (11,000)     (.2)
                                  Effect of
                                  foreign (UK)
                                  operations        126,000    2.1          76,000    1.1         232,000      4.1
                                  Valuation
                                  allowance              -      -           11,000     .2         720,000     12.5
                                  Other             (92,000)  (1.5)        (49,000)   (.7)        (94,000)    (1.6)
                                  ------------------------------------------------------------------------------------
                                  Effective
                                  tax rate       $2,299,000   38.0%     $2,590,000   37.4%    $(1,100,000)   (19.2)%
                                  ------------------------------------------------------------------------------------
 </TABLE>


                                  Income (loss) before income taxes for
                                  Niagara US was $5,275,885, $5,532,268,
                                  and $(359,884), and for Niagara UK was
                                  (pound)484,310 or $779,740,
                                  (pound)919,527 or $1,394,950, and
                                  (pound)(3,726,113) or $(5,366,635), for
                                  the years ended 1999, 2000 and 2001,
                                  respectively.


12.  Major Customers              Niagara US sales to three customers
                                  in 1999 were approximately 23%, 12% and
                                  10% of its total sales.

                                  Niagara US sales to three customers in
                                  2000 were approximately 25%, 10% and 9%
                                  of its total sales. At December 31, 2000,
                                  accounts receivable from these major
                                  customers represented approximately 39%
                                  of its aggregate accounts receivable.

                                  Niagara US sales to three customers in
                                  2001 were approximately 27%, 14% and 9%
                                  of its total sales. At December 31, 2001,
                                  accounts receivable from these major
                                  customers represented approximately 52%
                                  of its aggregate accounts receivable.

                                  None of Niagara UK's customers exceeded
                                  5% of its total sales for the period May
                                  22 through December 31, 1999, or the
                                  years 2000 or 2001.

13.  Major Suppliers              Niagara US had two suppliers from which
                                  purchases were approximately 43% of its
                                  total purchases in 1999; and it had one
                                  supplier from which purchases were
                                  approximately 30% and 32% of its total
                                  purchases in 2000 and 2001, respectively.

                                  Niagara UK had one supplier from which
                                  purchases were approximately 36%, 42%,
                                  and 32% of its total purchases for the
                                  periods May 22 through December 31, 1999,
                                  and the years 2000 and 2001,
                                  respectively.

14.  Commitments and              Commitments
     Contingencies

                                  Niagara and Niagara LaSalle are parties
                                  to an employment agreement with one of
                                  the Company's officers. The contract,
                                  which expires in January 2005 (subject to
                                  extension), provides for a minimum salary
                                  level, incentive compensation and
                                  supplemental retirement benefits based on
                                  years of service and compensation (Note
                                  7). The aggregate commitment under this
                                  contract for future minimum salaries at
                                  December 31, 2001, excluding bonuses, was
                                  $1,440,000.

                                  At December 31, 2001, Niagara UK was a
                                  party to employment agreements with 13 of
                                  its executives. These agreements provide
                                  for a notice period, generally one year,
                                  prior to termination of the executive's
                                  employment with Niagara UK. If Niagara UK
                                  terminates the executive's employment
                                  prior to the expiration of such notice
                                  period, the agreement provides that the
                                  executive will receive the compensation
                                  that would have been paid for the
                                  remainder of the period.

                                  Contingencies

                                  Niagara US and Niagara UK are subject to
                                  extensive environmental laws and
                                  regulations concerning, among other
                                  matters, water and air emissions and
                                  waste disposal. Under such laws,
                                  including the Comprehensive Environmental
                                  Response, Compensation and Liability Act
                                  of 1980 as amended, Niagara US and
                                  Niagara UK may be responsible for parts
                                  of the costs required to remove or
                                  remediate previously disposed wastes or
                                  hazardous substances at the locations
                                  they own or operate or at the locations
                                  which they arranged for disposal of such
                                  materials. Claims for such costs have
                                  been made against LaSalle with respect to
                                  five third-party sites. The costs
                                  expended through December 31, 2001 have
                                  been largely covered by insurance.
                                  Management believes that the resolution
                                  of these matters will not have a material
                                  adverse effect on the Company's financial
                                  position or results of operations.

                                  Under the Company's insurance programs,
                                  coverage is obtained for catastrophic
                                  exposures as well as those risks required
                                  to be insured by law or contract. In
                                  connection with these programs, Niagara
                                  US has provided certain insurance
                                  carriers with a bond or irrevocable
                                  standby letter of credit totaling
                                  $1,367,500 as of December 31, 2001. It is
                                  the policy of the Company to retain a
                                  portion of certain expected losses. These
                                  relate primarily to workers' compensation,
                                  physical loss to property, business
                                  interruption resulting from such loss
                                  and comprehensive general, product,
                                  vehicle, medical and life benefits and
                                  liability. Provisions for losses expected
                                  under these programs are recorded based
                                  upon the Company's estimates of the
                                  aggregate liability for claims. Such
                                  estimates utilize certain actuarial
                                  assumptions followed in the insurance
                                  industry and are included in accrued
                                  expenses.


15. Earnings (Loss)               The following table sets forth the
    Per Share                     calculation of weighted average common
                                  shares outstanding for the calculation of
                                  basic and diluted earnings (loss) per
                                  share:
<TABLE>
<CAPTION>

                                  December 31,                             1999         2000           2001
                                  ---------------------------------------------------------------------------
                                  <S>                                 <C>          <C>            <C>
                                  Weighted average shares (for        9,350,189    8,659,013      8,329,145
                                    basic earnings per share)
                                  Effect of dilutive securities:
                                      Stock options                       6,925            -              -
                                  ---------------------------------------------------------------------------
                                  Adjusted weighted average
                                    shares (for diluted earnings
                                    per share)                        9,357,114    8,659,013      8,329,145
                                  ---------------------------------------------------------------------------
</TABLE>

                                  Options to purchase approximately
                                  1,435,000, 2,330,000 and 2,330,000 shares
                                  of common stock at exercise prices
                                  ranging from $5.50 to $5.88 per share
                                  were outstanding during a portion of the
                                  year ended 1999, and the entire years
                                  ended 2000 and 2001, respectively, but
                                  were not included in the computation of
                                  diluted earnings per share because they
                                  were antidilutive. These options expire
                                  through 2010.


16.  Disclosure About Fair        The following methods and assumptions
     Value of Financial           were used to estimate the fair value of
     Instruments                  each class of financial instruments for
                                  which it is practicable to estimate that
                                  value.

                                  The carrying amounts of cash, trade
                                  accounts receivable, accounts receivable
                                  - other and current liabilities
                                  approximate fair value because of the
                                  short maturity of these instruments.

                                  The carrying amount of debt approximates
                                  fair value because the interest rates on
                                  these instruments fluctuate with market
                                  interest rates or are based on current
                                  rates offered to the Company for debt
                                  with similar terms and maturities.

                                  Niagara LaSalle is a party to an interest
                                  rate cap agreement with a bank which
                                  entitles it to payments with respect to
                                  $45 million of its indebtedness in the
                                  event and to the extent that the
                                  applicable three-month LIBOR rate exceeds
                                  8.28% at any time between July 20, 2000
                                  and April 20, 2002. Through December 31,
                                  2001, no payments were paid or due
                                  Niagara LaSalle under this agreement. The
                                  fair value of this agreement was
                                  immaterial at December 31, 2001.

                                  Niagara UK enters into foreign exchange
                                  contracts in amounts and with expiration
                                  dates in line with orders from foreign
                                  customers. These contracts generally
                                  require Niagara UK to exchange foreign
                                  currencies for pounds sterling. The
                                  related amounts receivable from Niagara
                                  UK customers are included in accounts
                                  receivable. At December 31, 2001, Niagara
                                  UK had approximately (pound)5,402,000
                                  (approximately $7,840,000) of such
                                  contracts all of which were due to mature
                                  during 2002. The unrealized deferred gain
                                  with respect to such contracts at
                                  December 31, 2001 was immaterial.

17.  Supplemental Cash Flow       Interest paid during the years ended
     Information                  December 31, 1999, 2000 and 2001 was
                                  approximately $5,660,000, $7,295,000 and
                                  $5,270,000, respectively.

                                  Income tax payments made during the years
                                  ended December 31, 1999, 2000 and 2001
                                  were approximately $1,011,000, $1,402,000
                                  and $31,000, respectively. During the
                                  year ended December 31, 2001, the Company
                                  received income tax refunds of
                                  approximately $215,000.

                                  As discussed in Note 2, Niagara UK
                                  acquired certain assets of the steel bar
                                  businesses of Glynwed Steels for
                                  approximately $34,391,000 in 1999. In
                                  connection with this acquisition, net
                                  assets were acquired as follows:

                                  ----------------------------------------------
                                  Fair value of assets acquired     $38,437,000
                                  Liabilities assumed                (4,046,000)
                                  ----------------------------------------------
                                  Net assets acquired               $34,391,000
                                  ==============================================


                                  Noncash investing and financing
                                  activities consisted of the following:

<TABLE>
<CAPTION>
                                                                             1999           2000             2001
                                  ---------------------------------------------------------------------------------
                                  <S>                                       <C>            <C>              <C>
                                  Adjustment of minimum pension
                                    liability (Note 7):
                                        Prepaid benefit cost        $     275,000    $   334,000   $      40,000
                                        Intangible asset                  (52,000)       (52,000)        (52,000)
                                        Deferred tax asset               (568,000)       955,000         833,000
                                        Accumulated other
                                          comprehensive income,
                                          net of tax                     (888,000)     1,494,000       1,304,000
                                  ---------------------------------------------------------------------------------
                                  Noncash pension cost                $(1,233,000)    $2,731,000      $2,125,000
                                  =================================================================================
</TABLE>


18.  Segments and Related         Niagara operates in two reportable
     Information                  segments: (i) Niagara US which has
                                  operations in the United States and (ii)
                                  Niagara UK which has operations in the
                                  United Kingdom. Niagara operates these
                                  segments as separate strategic business
                                  units and measures the segment
                                  performance based on earnings before
                                  interest, taxes, depreciation and
                                  amortization ("EBITDA"). Niagara UK uses
                                  British pounds sterling as its functional
                                  currency and its accounts are translated
                                  to United States dollars in conformity
                                  with SFAS No. 52, "Foreign Currency
                                  Translation." Assets and liabilities of
                                  this subsidiary have been translated at
                                  year-end exchange rates and the related
                                  revenues and expenses have been
                                  translated at rates prevailing at the
                                  transaction date, which approximates
                                  average rates for the period.


                                  The following tables set forth certain
                                  performance and other information by
                                  reportable segment. Performance
                                  information for Niagara UK reflects the
                                  results from May 22, 1999.

<TABLE>
<CAPTION>
                                  Year ended December 31, 1999
                                  -------------------------------------------------------------------------------
                                                                                  Niagara US          Niagara UK
                                  -------------------------------------------------------------------------------
                                  <S>                                           <C>                  <C>
                                  Net sales(a)                                  $197,050,025         $84,066,863
                                  Segment profit (EBITDA)                         17,906,574           3,927,950
                                  Depreciation and amortization                    7,108,909           1,018,395
                                  Interest expense                                 4,081,535           1,549,014
                                  Long-lived assets                               90,637,095          15,542,647
                                  Segment assets                                 150,228,015          76,416,825
                                  Acquisition of property and equipment            4,029,562             717,726
                                  -------------------------------------------------------------------------------

                                  (a)    In  accordance  with EITF No.  00-10,  net sales have been restated to
                                         include all freight costs billed to customers. See Note 1.
                                  ===============================================================================



                                  ===============================================================================
                                  Year ended December 31, 2000
                                  -------------------------------------------------------------------------------
                                                                                  Niagara US          Niagara UK
                                  -------------------------------------------------------------------------------
                                  Net sales(a)                                  $208,718,480        $127,318,230
                                  Segment profit (EBITDA)                         18,586,422           7,239,114
                                  Depreciation and amortization                    7,405,672           1,609,223
                                  Interest expense                                 4,695,292           2,721,338
                                  Long-lived assets                               85,835,500          15,019,955
                                  Segment assets                                 141,604,755          73,182,377
                                  Acquisition of property and equipment            2,754,444           2,124,439
                                  -------------------------------------------------------------------------------

                                  (a)     Net sales  include all freight costs billed to customers in accordance
                                          with EITF No. 00-10. See Note 1.
                                  ===============================================================================


                                  Year ended December 31, 2001
                                  -------------------------------------------------------------------------------
                                                                                  Niagara US          Niagara UK
                                  -------------------------------------------------------------------------------
                                  Net sales(a)                                 $ 165,097,414       $ 103,539,116
                                  Segment profit (EBITDA) (b)                     11,352,298           3,264,838
                                  Depreciation and amortization                    7,442,515             163,732
                                  Interest expense                                 3,260,602           2,111,754
                                  Long-lived assets                               80,545,603          11,400,081
                                  Segment assets                                 126,347,255          54,474,904
                                  Acquisition of property and equipment            2,189,618             883,523
                                  -------------------------------------------------------------------------------

                                  (a)   Net sales  include all freight costs billed to customers in accordance
                                        with EITF No. 00-10. See Note 1.
                                  (b)   Segment  profit  (EBITDA) for Niagara UK does not include a $5,278,074
                                        restructuring charge. See Note 3.
                                  ===============================================================================
</TABLE>


                                  Niagara US sells its products primarily
                                  to customers in the United States.

                                  Approximately 65% of Niagara UK's sales
                                  to unaffiliated customers during 2001
                                  were within the United Kingdom, with 19%
                                  to continental Europe and 16% to the rest
                                  of the world. These amounts were 64%, 19%
                                  and 17%, and 67%, 16% and 17%,
                                  respectively, for 2000 and the period May
                                  22 through December 31, 1999,
                                  respectively. Niagara UK's sales to any
                                  one foreign country, other than the
                                  United States, for these periods
                                  represented less than 5% of its total
                                  sales.

                                  Certain of the foregoing segment
                                  information (profit, depreciation and
                                  amortization, assets and acquisition of
                                  property and equipment) does not include
                                  components attributable to Niagara or
                                  incurred by Niagara on behalf of its
                                  operating subsidiaries.



<TABLE>
<CAPTION>


19.  Quarterly Financial          The following presents certain unaudited
     Information (Unaudited)      quarterly financial information:



                                                                                    Quarter ended
                                                       ---------------------------------------------------------------------------
                                                            March 31,          June 30,       September 30,          December 31,
                                                              2000               2000             2000                  2000
                         ---------------------------------------------------------------------------------------------------------
                         <S>                                <C>                <C>               <C>                 <C>
                         Net sales                         $96,271,423        $91,424,025       $77,462,193         $70,879,069
                         Gross profit                       13,165,665         12,238,360        10,346,412           6,429,558
                         Operating income                    5,213,244          4,740,457         3,182,640           1,048,014
                         Net income                          2,135,689          1,800,383           833,804            (432,658)
                         Net income per share:
                            Basic                                 $.24               $.21              $.10               $(.05)
                            Diluted                               $.24               $.21              $.10               $(.05)
                        ============================================================================================================


                                                                                   Quarter ended
                                                      ---------------------------------------------------------------------------
                                                           March 31,          June 30,       September 30,        December 31,
                                                             2001               2001             2001                2001
                        ---------------------------------------------------------------------------------------------------------
                           Net sales                    $81,261,075        $70,294,475       $60,372,998       $  56,707,982
                           Gross profit                  10,003,365          8,097,579         5,804,722           5,645,973
                           Operating income
                             (loss) (a)                   3,019,911          1,528,209         (635,819)          (4,453,014)
                           Net income (loss) (a)            834,160            137,673       (1,159,273)          (4,439,079)
                           Net income (loss)
                             per share:(a)
                                  Basic                        $.10               $.02            $(.14)               $(.54)
                                  Diluted                      $.10               $.02            $(.14)               $(.54)
                        ---------------------------------------------------------------------------------------------------------

                        (a) Results for the quarter ended December 31, 2001, include a restructuring
                            charge of $5,278,074. See Note 3.
                        =========================================================================================================
</TABLE>




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

             None.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

       The information required by Item 10 will be contained in, and is
incorporated herein by reference from, the section entitled "Election of
Directors" of the Registrant's Proxy Statement for its 2002 Annual Meeting
of Stockholders to be filed with the SEC (the "Proxy Statement"), or will
be filed by amendment to this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

       The information required by Item 11 will be contained in, and is
incorporated herein by reference from, the section entitled "Executive
Compensation" of the Proxy Statement, or will be filed by amendment to this
Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The information required by Item 12 will be contained in, and is
incorporated herein by reference from, the section entitled "Security
Ownership of Directors and Executive Officers" of the Proxy Statement, or
will be filed by amendment to this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The information required by Item 13 will be contained in, and is
incorporated herein by reference from, the section entitled "Election of
Directors -- Certain Relationships and Related Transactions" of the Proxy
Statement, or will be filed by amendment to this Form 10-K.

                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.

       (a)    List of documents filed as a part of this Report:

       1.     Financial Statements.

              Financial Statements filed as part of this Report on Form
              10-K are listed in Item 8 on page 18.

       2.     Financial Statement Schedules:

              Schedules I and II are filed as part of this Report on Form
              10-K beginning on page S-1 hereof.


       (b)    Reports on Form 8-K.

              None.


       (c)    Exhibits
<TABLE>
<CAPTION>

           <S>         <C>
           +3.1         Registrant's Restated Certificate of Incorporation, as
                        amended on May 16, 1996.

           *3.2         Registrant's By-laws.

           *4.1         Form of Common Stock Certificate.

       !!!!!4.2         Revolving Credit and Term Loan Agreement, dated as of
                        April 18, 1997, by and among Niagara Cold Drawn
                        Corp., LaSalle Steel Company, Manufacturers and
                        Traders Trust Company (individually and as Agent),
                        CIBC Inc. and National City Bank (the "Credit
                        Agreement").

         +++4.3         First Amendment to the Credit Agreement, dated as of
                        September 4, 1997.

         +++4.4         Second Amendment to the Credit Agreement, effective as
                        of December 31, 1997.

          !!4.5         Third Amendment to the Credit Agreement, effective May
                        15, 1998.

          **4.6         Fourth Amendment to the Credit Agreement, effective
                        as of December 1, 1998.

        ****4.7         Fifth Amendment to the Credit Agreement, effective
                        as of May 21, 1999.

       +++++4.8         Sixth Amendment to the Credit Agreement, effective as
                        of December 31, 1999.

      !!!!!!4.9         Seventh Amendment to the Credit Agreement, effective
                        as of March 31, 2000.

     !!!!!!4.10         Eighth Amendment to the Credit Agreement, effective
                        as of June 8, 2000.

     ******4.11         Ninth Amendment to the Credit Agreement, effective
                        as of June 28, 2001.

           4.12         Tenth Amendment to the Credit Agreement, effective
                        as of December 31, 2001.

       ****4.13         Bank Facilities Agreement, dated May 21, 1999,
                        between National Westminster Bank Plc and Niagara
                        LaSalle (UK) Limited (the "Facilities Agreement").

     ++++++4.14         Amendment to the Facilities Agreement, effective June
                        30, 2000.

     ******4.15         Second Amendment to the Facilities Agreement,
                        effective June 30, 2001.

           4.16         Third Amendment to the Facilities Agreement, effective
                        December 31, 2001.

       ****4.17         Intercreditor Agreement, dated May 21, 1999, between
                        National Westminster Bank Plc, Niagara Corporation
                        and Niagara LaSalle (UK) Limited.

       ++++4.18         Invoice Discounting Agreement, dated August 23,
                        1999, between Niagara LaSalle (UK) Limited and
                        Lombard Natwest Discounting Limited (the "Discount
                        Agreement").

     ++++++4.19         Amendment to the Discount Agreement, effective June
                        30, 2000.

     ******4.20         Second Amendment to the Discount Agreement, effective
                        June 30, 2001.

           4.21         Third Amendment to the Discount Agreement, effective
                        December 31, 2001.

       ++++4.22         Intercreditor Agreement, dated August 23, 1999, between
                        Lombard Natwest Discounting Limited, Niagara
                        Corporation and Niagara LaSalle (UK) Limited.

       ++++4.23         Deed of Priority, dated August 23, 1999, between
                        Lombard Natwest Discounting Limited, National
                        Westminster Bank Plc, Manufacturers and Traders
                        Trust Company, Niagara LaSalle (UK) Limited and
                        Niagara Corporation.

     !!!!!!4.24         Amended Rate Cap Transaction Agreement, dated June 7,
                        2000, between The Bank of New York and Niagara
                        LaSalle Corporation.

        ***10.1         Employment Agreement, dated as of January 1, 1999,
                        by and among Niagara Corporation, Niagara LaSalle
                        Corporation and Michael Scharf.

          !10.2         Amended and Restated Promissory Note made by Southwest
                        Steel Company, Inc. in favor of the Cohen Family
                        Revocable Trust, u/t/a dated June 15, 1988, in the
                        principal amount of $898,000, dated January 31,
                        1996.

          !10.3         Guaranty, made by the Registrant in favor of the
                        Cohen Family Revocable Trust, u/t/a dated June 15,
                        1988, dated January 31, 1996.

         !!10.4         International Metals Acquisition Corporation 1995 Stock
                        Option Plan (the "Stock Option Plan").

       !!!!10.5         First Amendment to the Stock Option Plan, dated
                        October 5, 1996.

         ++10.6         Second Amendment to the Stock Option Plan, dated June
                        8, 1998.

         ++10.7         Niagara Corporation Employee Stock Purchase Plan.

         **10.8         First Amendment to Lease, dated May 4, 1998, between
                        Niagara LaSalle Corporation and North American
                        Royalties, Inc.

      *****10.9         Sale of Business Agreement, dated April 16, 1999,
                        between Glynwed Steels Limited, Glynwed
                        International plc, Niagara LaSalle (UK) Limited and
                        Niagara Corporation

     *****10.10         Property Agreement, dated April 16, 1999, between
                        Glynwed Property Management Limited, Glynwed
                        Properties Limited, Niagara LaSalle (UK) Limited,
                        Niagara Corporation and Glynwed International plc.

     *****10.11         Agreement For Lease of Unit 6-8 Eagle Industrial
                        Estate, dated April 16, 1999, between Glynwed
                        Property Management Limited, Glynwed Properties
                        Limited, Niagara LaSalle (UK) Limited and Niagara
                        Corporation.

      ++++10.12         Form of Niagara LaSalle (UK) Limited Lease.

      ++++10.13         Form of Niagara LaSalle (UK) Limited Side Deed.

      ++++10.14         Form of Niagara LaSalle (UK) Limited Option Agreement.

      ++++10.15         Form of Niagara LaSalle (UK) Limited Lease Renewal Deed.

          10.16         Agreement, dated March 15, 2002, between Niagara (UK)
                        Limited and George Wimpey Midland Limited
</TABLE>


________________________

              +         Incorporated by reference to exhibit 3.1 filed with the
                        Registrant's Report on Form 10-Q for the quarter ended
                        June 30, 1996.

             ++         Incorporated by reference to Annexes to the
                        Registrant's Proxy Statement for the Annual Meeting
                        of Stockholders held on July 7, 1998.

            +++         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 10-K for the fiscal
                        year ended December 31, 1997.

           ++++         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 10-Q for the
                        quarter ended September 30, 1999.

          +++++         Incorporated by reference to exhibits filed with the
                        Registrant's Report on Form 10-K for the fiscal year
                        ended December 31, 1999.

         ++++++         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 10-K for the fiscal
                        year ended December 31, 2000.

              *         Incorporated by reference to exhibits filed with
                        the Registrant's Registration Statement on Form
                        S-1, Registration No. 33-64682.

             **         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 10-K for the fiscal
                        year ended December 31, 1998.

            ***         Incorporated by reference to exhibit 10.1 filed
                        with the Registrant's Report on Form 10-K/A for the
                        fiscal year ended December 31, 1998.

           ****         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 8-K, dated June 4,
                        1999.

          *****         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 8-K, dated April
                        27, 1999.

         ******         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 10-Q for the
                        quarter ended September 30, 2001.

              !         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 10-K for the year
                        ended December 31, 1995.

             !!         Incorporated by reference to Annex A to the
                        Registrant's Proxy Statement for the Annual Meeting
                        of Stockholders held on May 16, 1996.

            !!!         Incorporated by reference to exhibit 4.8 to the
                        Registrant's Report on Form 10-Q for the quarter
                        ended June 30, 1998.

           !!!!         Incorporated by reference to exhibit 10.10 to the
                        Registrant's Report on Form 10-K for the fiscal
                        year ended December 31, 1996.

          !!!!!         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 8-K, dated May 2,
                        1997.

         !!!!!!         Incorporated by reference to exhibits filed with
                        the Registrant's Report on Form 10-Q for the
                        quarter ended June 30, 2000.



                                  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 27th day of March, 2002.

                                 NIAGARA CORPORATION


                                  By:  /s/ Michael Scharf
                                       --------------------------------
                                          Michael 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 Scharf                                President and Chief Executive          March 27, 2002
----------------------------------                 Officer
     Michael Scharf


                                                   Vice President,
                                                   Chief Financial and
/s/ Raymond Rozanski                               Principal Accounting                   March 27, 2002
---------------------------------                  Officer
    Raymond Rozanski


/s/  Gilbert D. Scharf                             Secretary and Director                 March 27, 2002
---------------------------------
     Gilbert D. Scharf


 /s/ Frank Archer                                  Director                               March 27, 2002
---------------------------------
     Frank Archer


 /s/ Gerald L. Cohn                                Director                               March 27, 2002
---------------------------------
     Gerald L. Cohn


 /s/ Andrew R. Heyer                               Director                               March 27, 2002
---------------------------------
     Andrew R. Heyer


 /s/ Douglas T. Tansill                            Director                               March 27, 2002
---------------------------------
     Douglas T. Tansill

</TABLE>







                            Niagara Corporation
                              and Subsidiaries


                                                 Financial Statement Schedules
                                                           Form 10-K - Item 14
                                      Years Ended December 1999, 2000 and 2001







                            Niagara Corporation
                              and Subsidiaries


                                   Index


        Report of Independent Certified Public Accountants              S-3

        Financial Statement Schedule I:
           Condensed Financial Information of Registrant:
              Balance Sheets                                            S-4
              Statements of Operations                                  S-5
              Statements of Stockholders' Equity                        S-6
              Statements of Cash Flows                                  S-7
              Notes to Condensed Financial Statements                   S-8

        Financial Statement Schedule II:
           Valuation and Qualifying Accounts                            S-9












        All other schedules have been omitted because they are inapplicable or
        not required or the information is included in the consolidated
        financial statements or the notes thereto.







Report of Independent Certified Public Accountants



Niagara Corporation
New York, New York

The audits referred to in our report dated February 22, 2002, except as to
Note 3 which is as of March 15, 2002, relating to the consolidated financial
statements of Niagara Corporation and its subsidiaries (together, the
"Company"), which is contained in Item 8 of Form 10-K, include the audits of
the financial statement schedules listed in the accompanying index. These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statement schedules based upon our audits.

In our opinion, such financial statement schedules present fairly, in all
material respects, the information set forth therein.







/s/ BDO Seidman, LLP

BDO Seidman, LLP


New York, New York

February 22, 2002




<TABLE>
<CAPTION>
                                                                                               Niagara Corporation
                                                                                                  and Subsidiaries
                                                                                                        Schedule I

                                                                     Condensed Financial Information of Registrant
                                                                                                    Balance Sheets


 December 31,                                                                           2000                   2001
 ----------------------------------------------------------------------- ---------------------- ----------------------
<S>                                                                           <C>                    <C>
 Assets
 Current:
    Cash and cash equivalents                                                 $       25,283         $       47,155
    Other current assets                                                             430,501                469,441
 ----------------------------------------------------------------------- ---------------------- ----------------------
         Total current assets                                                        455,784                516,596
 Property and equipment, net                                                         505,909                470,492
 Investment in and net advances to subsidiaries                                   63,530,039             57,213,088
 Other assets, net                                                                   101,181                 69,683
 ----------------------------------------------------------------------- ---------------------- ----------------------
                                                                              $   64,592,913         $   58,269,859
 ----------------------------------------------------------------------- ---------------------- ----------------------
 Liabilities and Stockholders' Equity
 Current liabilities:
    Accrued expenses                                                          $       43,882         $      123,296
    Advances from subsidiary                                                       8,670,308              8,894,049
 ----------------------------------------------------------------------- ---------------------- ----------------------
         Total liabilities                                                         8,714,190              9,017,345
 ----------------------------------------------------------------------- ---------------------- ----------------------
 Commitments and contingencies (see Notes 9, 10 and 14 to the
    consolidated financial statements)
 Stockholders' equity (see Notes 7, 8 and 10 to the consolidated financial
    statements):
       Preferred stock, $.001 par value - 500,000 shares authorized,
         none outstanding                                                                  -                      -
       Common stock, $.001 par value - 15,000,000 shares authorized,
         9,997,455 issued                                                              9,998                  9,998
       Additional paid-in capital                                                 50,111,675             50,111,675
       Retained earnings                                                          16,478,678             11,852,159
       Accumulated other comprehensive loss                                       (2,691,219)            (4,471,634)
 ----------------------------------------------------------------------- ---------------------- ----------------------
                                                                                  63,909,132             57,502,198
       Treasury stock, at cost, 1,633,638 and 1,758,938 shares                    (8,030,409)            (8,249,684)
 ----------------------------------------------------------------------- ---------------------- ----------------------
            Total stockholders' equity                                            55,878,723             49,252,514
 ----------------------------------------------------------------------- ---------------------- ----------------------
                                                                                 $64,592,913            $58,269,859
 ----------------------------------------------------------------------- ---------------------- ----------------------

                                                          See accompanying notes to condensed financial statements.

</TABLE>




<TABLE>
<CAPTION>
                                                                                               Niagara Corporation
                                                                                                  and Subsidiaries
                                                                                                        Schedule I

                                                                     Condensed Financial Information of Registrant
                                                                                          Statements of Operations

 Year ended December 31,                                                 1999               2000                2001
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Revenues:
<S>                                                                <C>                <C>                 <C>
    Management fees from subsidiaries (Note 2)                     $1,838,175         $1,805,100          $1,782,393
 Expenses:
    General and administrative expenses                             2,069,283          1,839,943           1,930,376
 ----------------------------------------------------------- ------------------ ------------------- ------------------
                                                                     (231,108)           (34,843)           (147,983)
 Other income (loss):
    Equity in net income (loss) of subsidiaries                     3,880,171          4,358,052          (4,536,536)
    Interest income                                                    28,562              1,009                   -
 ----------------------------------------------------------- ------------------ ------------------- ------------------
       Income before income tax recoveries                          3,677,625          4,324,218          (4,684,519)
 Income tax recoveries                                                 79,000             13,000              58,000
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Net income (loss)                                                 $3,756,625         $4,337,218         $(4,626,519)
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Earnings (loss) per share - basic:
       Net income (loss) per share - basic                   $            .40    $           .50    $           (.56)
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Earnings (loss) per share - diluted:
       Net income (loss) per share - diluted                 $            .40    $           .50    $           (.56)
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Weighted average common shares outstanding (see Note 15 to the consolidated
    financial statements):
       Basic                                                        9,350,189          8,659,013           8,329,145
       Diluted                                                      9,357,114          8,659,013           8,329,145
 ----------------------------------------------------------- ------------------ ------------------- ------------------

                                                          See accompanying notes to condensed financial statements.

</TABLE>






<TABLE>
<CAPTION>
                                                                                               Niagara Corporation
                                                                                                  and Subsidiaries
                                                                                                        Schedule I

                                                                     Condensed Financial Information of Registrant
                                                                                Statements of Stockholders' Equity

 Years ended December 31, 1999, 2000 and 2001
 ------------------------------------------- ------------------------- ----------------- -----------------
                                                   Common stock
                                             ------------- -----------


                                              Number of                   Additional         Retained
                                                shares       Amount    paid-in capital       earnings
                                             ------------- ----------- ----------------- -----------------
 ------------------------------------------- ------------- ----------- ----------------- -----------------
<S>                                           <C>           <C>          <C>                <C>
 Balance, January 1, 1999                     9,997,455     $ 9,998      $50,111,675        $8,384,835
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Comprehensive income:
    Net income for the year                           -           -                -         3,756,625
    Foreign currency translation
       adjustment                                     -           -                -                 -
    Minimum pension liability adjustment
       ($1,456,000, net of tax expense of
       $568,000)                                      -           -                -                 -
 ------------------------------------------- ------------- ----------- ----------------- -----------------
       Total comprehensive income
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Purchase of treasury stock, at cost (a)              -           -                -                 -
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Balance, December 31, 1999                   9,997,455       9,998       50,111,675        12,141,460
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Comprehensive income:
    Net income for the year                           -           -                -         4,337,218
    Foreign currency translation
       adjustment                                     -           -                -                 -
    Minimum pension liability adjustment
       ($2,449,000, net of tax benefit of
       $955,000)                                      -           -                -                 -
 ------------------------------------------- ------------- ----------- ----------------- -----------------
       Total comprehensive income
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Purchase of treasury stock, at cost (a)              -           -                -                 -
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Balance, December 31, 2000                   9,997,455      $9,998      $50,111,675       $16,478,678
 Comprehensive loss:
    Net loss for the year                             -           -                -        (4,626,519)
    Foreign currency translation
       adjustment                                     -           -                -                 -
    Minimum pension liability adjustment
       ($2,137,000, net of tax benefit of
       $833,000)                                      -           -                -                 -
 ------------------------------------------- ------------- ----------- ----------------- -----------------
    Total comprehensive loss
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Purchase of treasury stock, at cost (a)              -           -                -                 -
 ------------------------------------------- ------------- ----------- ----------------- -----------------
 Balance, December 31, 2001                   9,997,455      $9,998      $50,111,675       $11,852,159
 ------------------------------------------- ------------- ----------- ----------------- -----------------

<CAPTION>
 -------------------------------------------  ------------------ ------------------ -----------------
                                                                                         Total
                                                 Accumulated
                                                    other
                                                comprehensive     Treasury stock,    stockholders'
                                                    loss              at cost            equity
                                              ------------------ ------------------ -----------------
 -------------------------------------------  ------------------ ------------------ -----------------
<S>                                               <C>                <C>              <C>
 Balance, January 1, 1999                         $(1,076,000)       $(2,899,965)     $54,530,543
 -------------------------------------------  ------------------ ------------------ -----------------
 Comprehensive income:
    Net income for the year                                 -                  -        3,756,625
    Foreign currency translation
       adjustment                                      12,356                  -           12,356
    Minimum pension liability adjustment
       ($1,456,000, net of tax expense of
       $568,000)                                      888,000                  -          888,000
 -------------------------------------------  ------------------ ------------------ -----------------
       Total comprehensive income                                                       4,656,981
 -------------------------------------------  ------------------ ------------------ -----------------
 Purchase of treasury stock, at cost (a)                    -         (2,726,246)      (2,726,246)
 -------------------------------------------  ------------------ ------------------ -----------------
 Balance, December 31, 1999                          (175,644)        (5,626,211)      56,461,278
 -------------------------------------------  ------------------ ------------------ -----------------
 Comprehensive income:
    Net income for the year                                 -                  -        4,337,218
    Foreign currency translation
       adjustment                                  (1,021,575)                 -       (1,021,575)
    Minimum pension liability adjustment
       ($2,449,000, net of tax benefit of
       $955,000)                                   (1,494,000)                 -       (1,494,000)
 -------------------------------------------  ------------------ ------------------ -----------------
       Total comprehensive income                                                       1,821,643
 -------------------------------------------  ------------------ ------------------ -----------------
 Purchase of treasury stock, at cost (a)                    -         (2,404,198)      (2,404,198)
 -------------------------------------------  ------------------ ------------------ -----------------
 Balance, December 31, 2000                       $(2,691,219)        (8,030,409)     $55,878,723
 Comprehensive loss:
    Net loss for the year                                   -                  -       (4,626,519)
    Foreign currency translation
       adjustment                                    (476,415)                 -         (476,415)
    Minimum pension liability adjustment
       ($2,137,000, net of tax benefit of
       $833,000)                                   (1,304,000)                 -       (1,304,000)
 -------------------------------------------  ------------------ ------------------ -----------------
    Total comprehensive loss                                                           (6,406,934)
 -------------------------------------------  ------------------ ------------------ -----------------
 Purchase of treasury stock, at cost (a)                    -           (219,275)        (219,275)
 -------------------------------------------  ------------------ ------------------ -----------------
 Balance, December 31, 2001                       $(4,471,634)       $(8,249,684)     $49,252,514
 -------------------------------------------  ------------------ ------------------ -----------------

 (a)   During the years ended December 31, 1999, 2000 and 2001, Niagara Corporation repurchased 548,629 shares,
       599,129 shares, and 125,300 shares of its Common Stock, respectively, at a cost of $2,726,246, $2,404,198
       and $219,275, respectively.
 ----------------------------------------------------------------------------------------------------


                                                          See accompanying notes to condensed financial statements.

</TABLE>



<TABLE>
<CAPTION>
                                                                                               Niagara Corporation
                                                                                                  and Subsidiaries
                                                                                                        Schedule I

                                                                     Condensed Financial Information of Registrant
                                                                                          Statements of Cash Flows

 Year ended December 31,                                                 1999               2000                2001
 ----------------------------------------------------------- ------------------ ------------------- ------------------
<S>                                                              <C>                  <C>                <C>
 Cash flows from operating activities:
    Net income (loss)                                            $  3,756,625         $4,337,218         $(4,626,519)
 ----------------------------------------------------------- ------------------ ------------------- ------------------
    Adjustments to reconcile net income to net cash provided by operating
       activities:
         Amortization                                                  16,906            105,949             103,980
         Equity in net (income) loss of subsidiaries               (3,880,171)        (4,358,052)          4,536,536
         Decrease (increase) in other current assets                  780,851             (5,843)            (38,940)
         (Decrease) increase in accrued expenses                     (256,753)           (42,403)             79,414
 ----------------------------------------------------------- ------------------ ------------------- ------------------
            Total adjustments                                      (3,339,167)        (4,300,349)          4,680,990
 ----------------------------------------------------------- ------------------ ------------------- ------------------
            Net cash provided by operating activities                 417,458             36,869              54,471
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Cash flows from investing activities:
    Acquisition of property and equipment                            (433,156)           (18,149)            (37,065)
    Investment in subsidiaries                                     (6,070,875)                 -                   -
    Advances, subsidiaries, net                                     9,314,615          1,808,830             223,741
 ----------------------------------------------------------- ------------------ ------------------- ------------------
            Net cash provided by investing activities               2,810,584          1,790,681             186,676
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Cash flows from financing activities:
    Payments to acquire treasury stock                             (2,726,246)        (2,404,198)           (219,275)
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Net increase (decrease) in cash and cash equivalents                 501,796           (576,648)             21,872
 Cash and cash equivalents, beginning of year                         100,135            601,931              25,283
 ----------------------------------------------------------- ------------------ ------------------- ------------------
 Cash and cash equivalents, end of year                         $     601,931      $      25,283       $      47,155
 ----------------------------------------------------------- ------------------ ------------------- ------------------

                                                          See accompanying notes to condensed financial statements.

</TABLE>






                                                         Niagara Corporation
                                                            and Subsidiaries
                                                                  Schedule I

                                Condensed Financial Information of Registrant
                                      Notes to Condensed Financial Statements



   1.       Statement of Accounting   The accompanying condensed financial
            Policy                    statements have been prepared by Niagara
                                      Corporation ("Niagara") pursuant to
                                      the rules and regulations of the
                                      Securities and Exchange Commission.
                                      Certain information and footnote
                                      disclosures normally included in
                                      financial statements prepared in
                                      accordance with generally accepted
                                      accounting principles have been
                                      condensed or omitted pursuant to these
                                      rules and regulations. It is, therefore,
                                      suggested that these condensed financial
                                      statements be read in conjunction with
                                      the consolidated financial statements
                                      and notes thereto.


   2.       Restrictions on           Niagara's subsidiary, Niagara LaSalle
            Distributions             Corporation ("Niagara LaSalle"), which
                                      was acquired on August 16, 1995, has
                                      a revolving line of credit and term loan
                                      agreement with a group of banks which
                                      contains certain restrictions on the
                                      payment of dividends. Niagara LaSalle is
                                      permitted, however, to pay management
                                      fees to Niagara and, in each of the
                                      years ended December 31, 1999, 2000 and
                                      2001, $1,350,000 of such management fees
                                      were included as revenues in the
                                      accompanying condensed financial
                                      statements but have been eliminated in
                                      the consolidated financial statements

                                      Niagara's subsidiary, Niagara LaSalle
                                      (UK) Limited ("Niagara UK"), which
                                      acquired the equipment, inventory and
                                      certain other assets of the steel bar
                                      businesses of Glynwed Steels Limited on
                                      May 21, 1999, has bank facilities and
                                      invoice discounting agreements which
                                      contain certain restrictions on the
                                      payment of dividends. Niagara UK is
                                      permitted, however, to pay management
                                      fees to Niagara. In the period May 22
                                      through December 31, 1999 and during the
                                      years ended December 31, 2000 and 2001,
                                      $488,175 ((pound)300,000), $455,100
                                      ((pound)300,000) and $432,393
                                      ((pound)300,000), respectively, of such
                                      management fees were included as
                                      revenues in the accompanying condensed
                                      financial statements but have been
                                      eliminated in the consolidated financial
                                      statements.





<TABLE>
<CAPTION>
                                                                                               Niagara Corporation
                                                                                                  and Subsidiaries
                                                                                                       Schedule II

                                                                                 Valuation and Qualifying Accounts


 Years ended December 31, 1999, 2000 and 2001
 ---------------------------------- --------------- -------------------------------- ----------------- ---------------
                                                               Additions
                                                    --------------------------------
                                      Balance at        Other         Charged to        Deductions       Balance at
                                     beginning of                      costs and                           end of
                                         year                          expenses                             year
 ---------------------------------- --------------- --------------- ---------------- ----------------- ---------------
<S>                                   <C>              <C>              <C>               <C>            <C>
 December 31, 2001:
    Allowance for doubtful
       accounts                       $1,459,000       $    -           $(165,000)        $  18,000      $1,276,000
 ---------------------------------- --------------- --------------- ---------------- ----------------- ---------------
 ---------------------------------- --------------- --------------- ---------------- ----------------- ---------------
 December 31, 2000:
    Allowance for doubtful
       accounts                       $  925,000       $    -           $ 534,000         $       -      $1,459,000
 ---------------------------------- --------------- --------------- ---------------- ----------------- ---------------
 ---------------------------------- --------------- --------------- ---------------- ----------------- ---------------
 December 31, 1999:
    Allowance for doubtful
       accounts                       $  789,000       $    -           $ 136,000         $       -     $   925,000
 ---------------------------------- --------------- --------------- ---------------- ----------------- ---------------
</TABLE>