UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.  20549
                               FORM 10-K

   
 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the fiscal year ended     December 31, 1995   
                                  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    0-3855   

                        Laclede Steel Company  
        (Exact name of Registrant as specified in its charter)

              Delaware                       43-0368310         
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)              Identification No.)

     One Metropolitan Square
     211 North Broadway
     St. Louis, Missouri                          63102                
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code  (314) 425-1400  
Securities registered pursuant to Section 12(b) of the Act:
                                                                        
    Name of each exchange on
Title of each class which registered
               None                                  None           

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

                       $13.33 par value, Common Stock               
                           (Title of class)

     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 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]

     At the date of filing of this report there were 4,056,140 shares
of $13.33 par value common stock outstanding.  At March 8, 1996 the
aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $12,136,000.

                 Documents Incorporated by Reference     

     Definitive Proxy Statement for the 1996 Annual Meeting of
Stockholders is incorporated herein by reference in Part III.<PAGE>
                              PART I      

     Item 1.   Business.

               (a)  General Development of Business

               Laclede Steel Company is a low cost manufacturer
of a wide range of carbon and alloy steel products, including
pipe and tubular products, hot rolled products (primarily special
quality bars), rod and wire products, and welded chain.  The
Company's business strategy includes vertically integrating its
modernized steelmaking operations with low cost finishing
facilities.  The Company has lower steelmaking costs afforded by
"mini-mill" technology and converts its semi-finished steel into
a variety of products through its finishing plants.  Each of the
Company's downstream facilities is strategically located near its
end markets, is specialized by product to optimize efficiency,
and benefits from lower employment costs per ton.

               The Company is one of three full-line domestic
producers of continuous weld pipe in the United States.  In
addition, the Company believes it is a dominant North American
producer of oil tempered wire, which is used for applications
such as mechanical springs and overhead garage door springs.  Oil
tempered wire has metallurgical properties that typically command
a price premium over commodity grades of wire, and therefore
produces higher profit margins.  The Company's manufactured and
imported chain products give it a significant position in the
truck and automobile tire chain and the hardware and industrial
chain markets.  The Company's special quality bars are primarily
sold to forgers for finishing into a variety of products.

               Due to favorable energy costs and modernized
facilities, the Company is a low cost producer of semi-finished
steel at the Alton, Illinois Plant, which has a rated annual
steelmaking capacity of over 780,000 tons.  Through 1995, the
Alton Plant has supplied nearly all of the semi-finished steel
used to finish products at the Company's downstream facilities. 
The Company will begin purchasing rods for its two wire mills and
the Chain Company in the second half of 1996.  In accordance with
the Company's business strategy, over the last eleven years the
Company has acquired or leased five additional finishing
facilities, constructed a new finishing facility and relocated
much of its labor-intensive work to lower cost labor areas.  The
Company has also modified its continuous caster to eliminate its
reliance on the ingot process for production of tubular products
and therefore experiences significantly lower pipe production
costs.  Upon the completion of a Ladle Furnace facility now under
construction, in the second quarter of 1996 the Company will
produce all of its steel by the more efficient continuous cast
method.

               At December 31, 1995 Ivaco Inc. of Montreal,
Canada owned 2,018,650 shares of the Company's common stock or
49.8% of the total number of shares outstanding.  On January 22,
1993 the Company was advised that Ivaco is exploring the
possibility of disposing of its interest in Laclede Steel
Company.

                              - 2 -<PAGE>
               (b)  Financial Information

               The following table sets forth certain financial
information relating to Registrant's operations:

                                   Year Ended December 31,      
(Thousands of Dollars)        1995          1994          1993

Net Sales                   $320,350      $341,289      $328,766

Earnings (Loss) Before
 Cumulative Effect of Change
 in Accounting Principle    $(10,137)     $  4,462      $  3,107

 Cumulative Effect of Change
  in Accounting Principle
  for Postretirement Medical
  Benefits, Net of Tax            --            --       (46,543)

Net Earnings (Loss)         $(10,137)     $  4,462      $(43,436)

Identifiable Assets         $349,778      $343,251      $349,814


               (c)  Description of Business

               The following table lists the Company's wide range
of steel products:

Pipe and Tubular Products:    Continuous Weld Pipe
                              - A53 Standard and Extra Heavy
                              - API 5L Line Pipe
                              - Coupling Stock
                              - Fence Pipe
                              - Rigid Conduit Shells
 
                              Electric Resistance Weld Tubing
                              - A500 Structural

Hot Rolled Products:          Carbon and Alloy SBQ Bars
                              Forging Billets
                              Special Shapes

Wire Products:                Cold Drawn Wire
                              - High Carbon
                              - Oil Tempered
                              - Low Carbon
                              - Annealed Wire and Rod

Chain:                        Welded Chain







                              - 3 -<PAGE>

               The following table presents, for the years
indicated, the percentage of the Company's total sales by product
class:

     Product             1995      1994      1993

     Pipe and tube       40.8%     40.1%     35.7%
     
     Hot Rolled          34.7      32.5      32.2

     Wire                16.4      18.5      22.9

     Chain                8.1       8.9       9.2

     Total               100%      100%      100%

               Pipe and Tubular Products.  The Company's pipe and
tubular products are comprised of continuous butt weld ("CBW")
pipe and electric resistance weld ("ERW") tubing, which are sold
in the U.S. and Canada to distributors and manufacturers.  Pipe
and tubular products are produced and finished at the Company's
Alton Plant; Benwood, West Virginia; Fairless Hills,
Pennsylvania; and Vandalia, Illinois Facilities.  Prior to 1993,
the majority of the Company's CBW pipe was finished at the Alton
Plant or at the Fairless Facility, as discussed below.  While
semi-finished pipe continues to be produced at the Alton Plant,
in 1993 the Company moved the majority of the Alton Plant's
finishing operations to the Company's new, lower cost Vandalia
Facility.  By the end of 1993, the majority of CBW pipe was no
longer finished at the Alton Plant.

               The Company is one of only three producers of CBW
pipe in the United States, due in part to the Company's long-term
lease from former competitor USX Corporation of its pipe
manufacturing facilities at the Fairless Facility. 

               In 1996 the Company will complete the final
modifications in the Melt Shop at the Alton Plant by installation
of a Ladle Furnace Facility that will allow the Company to shift
its entire production of steel used in pipe making from the ingot
process to continuous cast.















                              - 4 -<PAGE>

               Hot Rolled Products.  The Company's hot rolled
products are produced at the Alton Plant and consist primarily of
special quality ("SBQ") bars sold to manufacturers to be cold
drawn or forged.  The Company's goal in 1996 is to increase
shipments of this high quality product.

               Wire Products.  The Company is a major
manufacturer of wire products.  These products include high and
low carbon wire, oil tempered wire, and annealed wire.  The
Company believes it is a dominant participant in the oil tempered
wire market.  Wire products are currently manufactured and
finished at the Company's Memphis, Tennessee and Fremont, Indiana
Facilities.  The Fremont Facility is the Company's state-of-the-art, stand-alone
oil tempered wire facility.  In 1996 Fremont
will begin producing oil tempered wire for automobile suspension
springs and for brake springs.  This is a recently developed new
product which is expected to have a positive effect on
profitability.

               Chain Products.  Laclede Chain, one of the
Company's wholly owned subsidiaries, produces welded chain and
also imports a significant amount of chain for resale.  Laclede
Chain generated in excess of $26 million in sales in 1995,
approximately 41% of which was attributable to sales of anti-skid
devices for trucks and automobiles.  The balance of the Company's
chain products sales is in the hardware and industrial chain
business.  

               At December 31, 1995 the Company had a sales
backlog of over $20 million.  This backlog does not have
significant seasonal variation.  Long-term sales commitments do
not represent a significant portion of the business.  Because of
its size in relation to the industry and its diversified product
mix, in periods of normal demand, the Company expects to operate
near full steelmaking capacity.  For further information and also
for discussion of future capital expenditure plans, please refer
to Management's Discussion and Analysis of Financial Condition
and Results of Operations (MD&A).

               Research and development activities of the Company
have not been material.

               The Company manufactures steel from steel scrap
generated in the course of its steel production and purchased in
the open market from numerous scrap suppliers.  Since it does not
produce its own raw materials, the Company is subject to the
fluctuation in prices and availability of scrap.








                              - 5 -<PAGE>

               The Company's business strategy has been to
modernize its basic steelmaking facilities at the Alton Plant
while growing and modernizing its lower cost, downstream
finishing facilities.  The Company believes that the major
elements of this strategy are currently in place.

               The center of the Company's business is the Alton
Plant, which has the advantages of a central location, low
utility costs, and good sources for raw materials.  In addition,
the Alton Plant provides the necessary strategic flexibility to
manufacture the grades of steel needed to produce the Company's
various products.  Each of the Company's downstream facilities is
strategically located near its end markets, is specialized by
product to optimize efficiency, and benefits from lower
employment costs per ton.

               The Company began its business expansion with the
acquisition of a chain manufacturer in northwestern Missouri in
1984.  Since 1984 the Company has acquired four additional
facilities and constructed one new facility.  Most notable among
these new and/or expanded facilities are the Company's lease of
the pipe manufacturing facilities at the Fairless Facility, the
Company's expanded oil tempered wire operations at the Fremont
Facility, and the construction of the Vandalia Facility, a
tubular finishing plant.

               Operations at the Fairless Facility began in May
1992, and have achieved an annual production rate in excess of
60,000 tons.  The Fremont Facility was expanded in order to
handle the majority of oil tempered wire volume previously
produced at the Alton Plant's wire mill.  Relatively minor
amounts of oil tempered wire are produced at the Memphis Plant. 
The Vandalia Facility, constructed in 1992, processes semi-finished pipe 
produced at the Alton Plant.

               In December 1995 a decision was made to initiate
the final phase of the Company's strategic plan, leading to a
restructuring of the steel-making facilities at the Alton Plant. 
When the Company's new Ladle Furnace Facility becomes operational
in the second quarter of 1996, all steel will be produced using
the more efficient continuous cast method.  At that time the
Company will cease production of rods, and begin purchasing the
rod requirements for its wire operations on the open market, at a
significant reduction in costs.

               In connection with this restructuring, the Company
will shut down its Blooming Mill and Rod Mill operations.  The
Company believes that the shutdown of these facilities, together
with the move to 100% continuous cast steel, will result in much
more efficient operations at the Alton Plant, when fully
effective in the second half of 1996.  The Company also expects
to lower inventory levels, improving cash flow.




                              - 6 -<PAGE>

               Capital Improvements.  While the Company has
expanded and improved its downstream finishing facilities, it has
also completed important capital improvements to the steelmaking
operations at the Alton Plant.  The primary objective of these
improvements was to substantially reduce production costs and
also provide access to new markets.

               Continuous caster modifications added the
capability to cast a slab suitable for the production of the
majority of pipe sizes.  Previously, all pipe skelp, which is the
intermediate rolled strip used as input material for pipe
production, was produced from ingots, passing through a blooming
mill before entering the 22" rolling mill at the Alton Plant. 
The modified caster adds the capability to feed continuous cast
slabs directly into the 22" rolling mill and the Fairless
Facility's 18" rolling mill.  In 1995 the Company produced 76% of
its total steel output by the continuous cast process, compared
to 67% in 1994.  The Company will become a 100% cast steel
producer in 1996.

     Competition

               Price sensitivity in markets for the Company's
products is driven by competitive factors and the cost of steel
production.

               Domestic.  The Company faces competition from
regional mini-mill companies and fully integrated steel mills,
and such competition can be expected to continue.  However, the
Company believes its emphasis on producing higher grade steel
products, its competitive production costs, substantially
completed repositioning, established market positions, diverse
product lines, and strategic geographic locations will all enable
the Company to continue to compete effectively in its markets.

               Foreign.  The Company also faces competition from
foreign steel producers.  However, in recent years increased
efficiency in the U.S. steel industry have improved the
competitive position of U.S. steel companies, including the
Company.

     Environmental Matters

               In general, the Company is subject to a broad
range of federal, state and local environmental regulations,
including those governing discharges into the air and water, the
handling and disposal of solid and/or hazardous wastes and the
remediation of contamination associated with the release of
hazardous substances.  The domestic steel industry, including the 





                              - 7 -<PAGE>

Company, has spent substantial amounts to comply with these
requirements.  Although the Company believes it is in substantial
compliance with the various environmental regulations applicable
to its business, there can be no assurance that future changes in
environmental regulations will not require the Company to incur
significant costs in order to comply with such future
regulations.

               Specifically, like all electric arc furnace (EAF)
steel producers, the Company generates EAF dust as part of the
steelmaking process.  For some time, the EPA has classified EAF
dust as a designated hazardous waste.  Over the past decade, the
Company has accumulated approximately 145,000 tons of this
material on site at the Alton Plant, pending development of
technology for economical treatment.  Currently, approximately
45,000 tons of EAF dust are located in a building at the Alton
Plant (the "Indoor Pile") and the remaining 100,000 tons are
piled outdoors at the Alton Plant (the "Outdoor Pile").  The
Company believes that it has remained in compliance with EPA
regulations during this period of accumulation and believes that
it continues to be in compliance with current EPA regulations.
          
               The Company has filed a modified closure plan for
disposition of existing EAF dust piles with the Illinois EPA
which provides for the closure of all piles in place at the
location of the Outdoor Pile, and has received approval in
principal.  It appears that the cost of this plan will
approximate the $3.7 million liability existing at December 31,
1995 for the disposal of the existing EAF dust.

               In 1989, the Company reached an agreement with
Elkem Technology ("Elkem") to construct the High Temperature
Metals Recovery (HTMR) System at the Alton Plant, intended to
treat newly generated EAF dust as well as the existing storage
piles.  In 1990 the Company completed the permanent financing for
this facility through the issuance of $25 million in Solid Waste
Disposal Revenue Bonds.

               In the second quarter of 1993 the Company was
advised by Elkem that the HTMR System would not be able to meet
its original goals, including the recovery of prime western grade
zinc, which was an essential criterion under the Company's
agreement with Elkem and, accordingly, commissioning of the
facility would cease.  On May 17, 1993, the Company and Elkem
negotiated a settlement of the original contract, under which 
Elkem refunded $13.6 million to the Company and relinquished
control of and legal title to the HTMR System.  Under provisions
of the related Bond Agreement financing the project, funds
recovered from Elkem were deposited in trust in the Bond Project
Fund and used to modify the HTMR System.  The remaining $8.1
million of unused funds were used to prepay a portion of the
Bonds under the terms of the Bond indenture.  The Company's
investment in the HTMR System at December 31, 1995 is
approximately $16.7 million.  The HTMR System is now used to
treat the current generation of dust with improving efficiency.



                              - 8 -<PAGE>

               Employees.  As of December 31, 1995, the Company
employed approximately 1,815 employees, 360 of whom are
classified as management, administrative and sales personnel.

               The Company's 920 hourly employees at the Alton
Plant are covered by a collective bargaining agreement that
expires in September of 1997.  The compensation for the majority
of the Company's employees is based partially on productivity in
accordance with various incentive plans.  Less than 50 of the
Company's other employees are covered by a collective bargaining
agreement.  The Company has never experienced a strike, and it
believes that its relations with its employees are good.      

     Item 2.   Properties.

               The Company's steelmaking facilities are located
on a 400-acre site in Alton, Illinois, and consist of two
electric furnaces with a combined rated production capacity of
over 780,000 net tons per year, a continuous bloom casting
facility, a roughing mill and 14-inch bar mill, soaking pits,
bloom rolling mill, billet rolling mill, 8-inch bar mill, rod
mill, 22-inch strip mill, facilities for the manufacture of
continuous butt-weld pipe and wire finishing facilities.  The
Company also has a rail-water terminal at Alton, a pipe finishing
plant in Vandalia, Illinois, a chain manufacturing plant in
Maryville, Missouri, a wire mill in Memphis, Tennessee, a wire
oil tempering facility in Fremont, Indiana and an electric
resistance weld tubing mill in Benwood, West Virginia.  The
Company operates a pipe mill in Bucks County, Pennsylvania which
is leased from USX Corporation.  The lease expires September 30,
1996 with options to renew until September 30, 2006.

               The Company's property is well maintained and
adequate for efficient production of its existing product line. 
The majority of the Company's properties are owned in fee.  For
its executive offices the Company presently leases space in the
Metropolitan Square Building in downtown St. Louis under a lease
expiring on April 30, 2004.

















                              - 9 -<PAGE>
     Item 3.   Legal Proceedings.

               There are various claims pending involving the
Company and its subsidiaries with respect to environmental,
hazardous substance, product liability, personal injury, and
other matters arising out of the routine conduct of it business. 
The Company believes it has meritorious defenses with respect to
all claims and litigation and the ultimate disposition of such
matters will not materially affect its financial position or
results of operations.
               
     Item 4.   Submission of Matters to a Vote of Security
               Holders.

                               NONE

                           * * * * * *

               The executive officers of the Company and their
ages are as follows:

     Name                Age            Position

John B. McKinney         63   President, Chief Executive Officer and Director

Michael H. Lane          53   Vice President-Finance, Treasurer and Secretary

J. William Hebenstreit   50   Vice President-Operations

Larry J. Schnurbusch     49   Vice President-Administration

H. Bruce Nethington      54   Vice President-Human Resources

               John B. McKinney was elected President and Chief
Executive Officer of the Company in January 1983.  Mr. McKinney
has been a director of the Company since 1981 and is also a
director of Boatmen's Trust Company and The Automobile Club of
Missouri.

  Michael H. Lane was elected Vice President-Finance, Treasurer and Secretary 
of the Company in 1983.

  J. William Hebenstreit was elected Vice President-Operations of the Company 
in 1983.

  Larry J. Schnurbusch was elected Vice President-Administration in 1993.  
Prior to 1993, he served as Director of Corporate Administration of the Company.

  H. Bruce Nethington was elected Vice President-Human Resources in 1993.  
Prior to 1993, he served as Director of Industrial Relations of the Company.

                           * * * * * *

                              - 10 -<PAGE>
                             PART II       
               
     Item 5.   Market for the Registrant's Common Equity and
               Related Stockholder Matters.

               Laclede's common stock is traded on the NASDAQ
National Market System and the symbol is LCLD.  As  of January
1996 there were approximately 575 stockholders of record.

     Market              
     Price Range              1995                   1994
     Quarter            High        Low         High        Low

       First          $12-1/2     $10         $18-3/4    $15-1/4
       Second         $12         $10-1/2     $16-3/4    $12-3/4
       Third          $14-1/2     $10-1/4     $14-3/4    $11-1/2
       Fourth         $10-3/4     $ 6-1/4     $12-1/2    $ 9-3/4


     Dividends Per
     Share Paid on
     Common Stock            1995                  1994
                              None                  None                     
                                                        
<TABLE>
     Item 6.   Selected Financial Data.

               Five-Year Financial Summary

               (In Thousands of Dollars Except Per Share Data)
<CAPTION>
                                    1995        1994        1993        1992        1991
<S>                               <C>         <C>         <C>         <C>         <C>
Net Sales                         $320,350    $341,289    $328,766    $274,468    $260,938   
Earnings (Loss) Before Cumulative
 Effect of Change in Accounting
 Principle                        $(10,137)*  $  4,462    $  3,107    $ (7,547)** $ (8,332)  
Net Earnings (Loss)               $(10,137)*  $  4,462    $(43,436)   $ (7,547)** $ (8,332)
Net Earnings (Loss) per share     $  (2.50)*  $   1.10    $ (10.71)   $  (1.86)** $  (2.05)
Other Financial Data
  Total assets                    $349,778    $343,251    $349,814    $312,142    $301,724
  Working capital                   87,759      88,906      88,833      83,403      85,823
  Capital expenditures              13,847      14,747      12,782      19,845      16,149
  Long-term debt                   118,791     100,801     100,926     103,908      93,179
  Stockholders' equity              16,518      53,743      42,590      98,013     108,671 
  Stockholders' equity per share  $   4.07    $  13.25    $  10.50    $  24.16    $  26.79
  Cash dividends per share        $     --    $     --    $     --    $     --    $    .20
<FN>
*    Includes restructuring, asset impairment and other charges which reduced net earnings
     by $11.4 million or $2.81 per share.

**   Includes special charges which reduced net earnings by $11.6 million or $2.86 per
     share.
</TABLE>








                              - 11 -<PAGE>

     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations.

Operating Results 1993 to 1995

               Net earnings for 1995 were $1.3 million before the
effect of restructuring, asset impairment and other charges
described in Note 6 to the Consolidated Financial Statements. 
The net loss for 1995 was $10.1 million after deducting the $11.4
million after tax effect of the special charges.

               Net earnings for 1994 of $4.5 million represent a
44% increase over 1993 earnings before the cumulative effect of a
change in accounting principle of $3.1 million.  As discussed in
Note 5 to the Consolidated Financial Statements, effective
January 1, 1993 the Company adopted the new accounting standard
for postretirement medical benefits which resulted in the
recording of a one-time after tax charge of $46.5 million.  As a
result of this accounting change the Company incurred a net loss
for the year 1993 of $43.4 million.

               The change in net sales for the last three fiscal
years is analyzed as follows:

                                   (In Thousands)
                      1995 Vs. 1994  1994 Vs. 1993  1993 Vs.1992

Increase (Decrease)      
 in net sales            $(20,939)       $12,523        $54,298
Comprised of:
  Increase (Decrease) 
    in volume            $(24,788)      $(14,044)       $42,575
  Increase in price      $  3,849       $ 26,567        $11,723

Steel Operations

               In 1995 net sales decreased by $20.9 million as a
result of a 6.4% reduction in steel shipments.  While sales
prices declined in the second half of 1995, average prices for
the year were slightly higher than 1994.

               Cost of products sold decreased by 6.4% compared
to 1994, reflecting lower volume.  As discussed below,
production costs in 1995 include the effects of further
increases in the cost of the Company's basic raw material,
ferrous scrap.

               Net sales in 1994 increased by $12.5 million or
3.8% from 1993, reflecting a significant increase in average
selling prices partially offset by a lower volume of tons
shipped.  Cost of products sold increased by $8.7 million or
2.9%, primarily as a result of higher ferrous scrap costs.  





                             - 12 -<PAGE>


               Net sales in 1993 increased by $54.3 million or
19.8% from 1992, as a result of a 15.0% increase in steel
shipments and an increase in average sales prices of about 4.3%. 
Cost of products sold increased by $53.9 million or 22.1% in
1993.  The increase in cost of products sold is proportionately
higher than the increase in 1993 steel shipments, primarily as a
result of higher scrap costs.  

               As overall demand for steel increases, the
Company has experienced a sharp rise in the price of scrap.  The
average scrap usage cost in 1994 and 1993 each represents an
increase over the prior year of approximately 25%.  In 1995
scrap prices were approximately 5% higher than 1994.

               In addition to demand for steel, there are other
factors affecting the supply of scrap that could be considered
structural factors, including the growth in electric furnace
production which is almost totally dependent on ferrous scrap as
a raw material.

               In 1993, 1994 and the first half of 1995, the
Company was able to recover the increased scrap costs through
higher selling prices for its products.  In the second half of
1995 however declining sales prices and lower volume had a
negative impact on product margins.

               In December 1995 a decision was made to initiate
the final phase of the Company's strategic plan, leading to a
restructuring of the steel-making facilities at the Alton Plant.

               When the Company's new Ladle Furnace Facility
becomes operational in the second quarter of 1996, all steel
will be produced using the more efficient continuous cast
method.  At that time the Company will cease production of rods,
and begin purchasing requirements for its wire operations on the
open market, at a significant reduction in costs.

               In connection with this restructuring, the
Company will shut down its Blooming Mill and Rod Mill
operations.  The Company believes that the shutdown of these
facilities, together with the move to 100% continuous cast
steel, will result in much more efficient operations at the
Alton Plant, when fully effective in the second half of 1996. 
The Company also expects to lower inventory levels, improving
cash flow.

               As a result of this decision, accounting charges
totaling $9.8 million after taxes were recorded in the fourth
quarter of 1995.  These charges, which are primarily non-cash in
nature, include recognition of impairment loss for equipment,
retirement costs for affected employees, and adjustments of rod
and wire inventories to market value.




                             - 13 -<PAGE>



               The Company also recognized a charge of $1.6
million, after taxes, related to inventory write-downs in its
tubular product operations.  This inventory adjustment, which
reduces the carrying cost to net realizable value, reflects
higher second half production costs together with significant
reductions in selling prices for tubular products since the end
of the third quarter.  Pressure on sales prices has been caused
by lower prices for sheet steel, the raw material for the
Company's competitors in the pipe market.

               Because of its size in relation to the steel
industry, as well as its diverse product mix, under normal
economic conditions the Company is able to operate at high
levels of capacity utilization.

               The $46.5 million charge for postretirement
medical benefits in 1993 is net of $28.5 million in deferred tax
benefits.  Non-current assets at December 31, 1995 includes
$44.1 million in net deferred income taxes.  In recording these
deferred tax benefits, no valuation allowance was deemed
necessary as a result of management's evaluation of the
likelihood that all of the deferred tax assets will be realized. 
In making this evaluation management considered historical
earnings trends and the impact which changes in operations are
expected to have on future earnings.  Additionally,
consideration was given to the inherent long-term nature of the
Company's most significant deferred tax assets for the related
pension liabilities and postretirement benefit obligations other
than pensions, for which recovery upon payment is expected to be
spread over many future years.  

               The general level of historical earnings, along
with expected improvements in future earnings as a result of
actions taken by management to implement its strategic plan for
various cost reductions, is expected to be sufficient to allow
for utilization of all recorded net deferred income tax assets,
including net operating loss and minimum tax carryovers, as they
reverse or within the related expiration periods.

               In order to comply with EPA regulations, since
1991 the Company has incurred costs for outside processing of
currently generated electric arc furnace dust, pending
completion and operation of the High Temperature Metals Recovery
(HTMR) facility at the Alton Plant.  Such costs amounted to $2.1
million in 1993, $2.3 million in 1994 and $.6 million in the









                             - 14 -<PAGE>



first quarter of 1995 at which time the HTMR plant began to
process the dust.  See Note 9 to the Consolidated Financial
Statements and "Liquidity and Capital Resources" for further
discussion.

               Slight increases in selling, general and
administrative expenses in 1994 and 1995 were primarily a result
of higher salaried employment costs.  The increase in interest
expense in 1994 is primarily the result of an increase in short-term interest 
rates.  In 1995 the $3.2 million increase in
interest expense reflects higher borrowing rates under the
Company's loan agreement entered into in September 1994, as well
as an increase in long-term borrowings.  In addition, in the
second quarter of 1995 the Company began expensing interest
costs on the Solid Waste Disposal Revenue Bonds used to finance
its High Temperature Metals Recovery System at the Alton Plant. 
These interest costs had previously been capitalized until
modification of the facility was complete.  See Note 9 to the
Consolidated Financial Statements and "Liquidity and Capital
Resources" for further discussion.

               In 1994 the Company recorded a gain of $1.1
million related to the sale of various items of steel mill
equipment.  In the second quarter of 1995 the Company completed
the sale of approximately 3% of the common stock of its
subsidiary, Laclede Mid America, Inc.  Accordingly a non-taxable
gain of $728,000 representing the excess of the sales price over
the net book value of the stock sold, is included in the results
for 1995.  Higher depreciation expense each year is a result of
increased capital expenditure levels.

               General inflation and changing prices have not
had a significant effect on the Company's sales and revenues,
which are more related to factors such as domestic steel
capacity, currency levels, demand for the Company's products,
and the impact of foreign steel imports.  Imported steel
typically has the greatest impact on the Company's tubular
products.

Divisions and Subsidiaries

               The Company operates a cold drawn wire mill in
Memphis, Tennessee and an oil tempered wire facility in Fremont,
Indiana.  In 1996 the Fremont Plant will begin producing oil
tempered wire for automotive suspension springs, a recently
developed new product which will have a positive effect on
earnings.  The Memphis and Fremont Plants will benefit from
lower rod costs when the Company's restructuring program is
effective in the second half of 1996.






                             - 15 -<PAGE>



               The Company's wholly-owned subsidiary, Laclede
Chain Manufacturing Company, operates a manufacturing plant in
Maryville, Missouri and a warehouse and sales operation in
Portland, Oregon.  The Laclede Chain operation made a
significant contribution to consolidated earnings in the fourth
quarter of 1993 and 1994.  Unusually mild weather in the
northwest adversely affected the Chain Company's tire chain
business in the fourth quarter of 1995.  Severe weather in the
early part of 1996, however, will increase first quarter 1996
chain sales.

               Laclede's Benwood, West Virginia Plant
manufactures electric resistance weld tubular products for the
structural pipe industry.  This tubing is made using slabs from
the Alton Plant.  Operating results of the Benwood facility
improved substantially in 1994 as a result of higher volume,
sales price increases, lower cost skelp produced from continuous
cast steel at the Alton Plant, and productivity improvements. 
In 1995 demand for structural tubing diminished, affecting sales
prices and product margins.

               In 1991, Laclede completed an agreement with USX
Corporation to purchase the pipe inventory and lease the Pipe
Mill Operations located at the Fairless Works in Bucks County,
Pennsylvania.  The Company successfully began operation of one
of the two continuous weld mills with the production and
shipment of a substantial quantity of tubular products from this
low cost facility in the second half of 1992.  Shipments of
continuous weld pipe from the Fairless Plant increased
significantly since that time and will increase again in 1996 as
the Company expands its pipe business.

               In 1992 the Company constructed a tubular
finishing plant in Vandalia, Illinois.  The Vandalia facility
processes semi-finished pipe produced at the Alton Pipe Mill. 
Shipping from the Vandalia Plant began in the second half of
1992.  In 1993 the Company completed the equipment installation
and transfer of all planned finishing operations from the Alton
Plant to this low cost processing plant.  In 1994 and 1995 the
majority of Laclede's continuous weld pipe shipments were made
from either the Fairless or Vandalia Plants.

Liquidity and Capital Resources

               At December 31, 1995 the Company had $87.8
million in net working capital with the ratio of current assets
to current liabilities at 2.5 to 1.  During 1995 the Company
increased total long and short-term debt by approximately $18.0
million, reflecting increased inventories and the capital
spending program.





                             - 16 -<PAGE>



               For the year 1995 net earnings before deducting
non-cash restructuring, asset impairment and other charges were
$1.3 million.  After adjustment for deferred taxes, depreciation
and an unusual gain, cash flow generation was $9.5 million.

               For the years 1994 and 1993 earnings before the
cumulative effect of a change in accounting principle plus
depreciation and the change in deferred taxes generated $ 13.8
million and $11.9 million in cash flow, respectively.

               Inventories increased by $4.8 million in 1995,
after the effect of $7.6 million in write-downs, primarily as a
result of lower shipping levels in the second half of the year. 
Accounts payable at December 31, 1995 were $4.8 million lower
than the balance at the beginning of the year, reflecting lower
scrap purchases in the fourth quarter.  For the three years
ended December 31, 1995 inventories increased by $19.5 million,
while in the same period $28.3 million was contributed to the
Company's pension trust funds.

               In September 1994 the Company entered into a new
five-year Loan and Security Agreement with three banks which
provided for a total availability of up to $95 million,
consisting of an $85.0 million revolving credit facility and a
$10.0 million term loan.  The Agreement has been amended to
provide revolving credit availability of up to $100 million.  In
January 1996, the banks agreed to modifications to the Agreement
related to the Company's restructuring of operations.   See Note
4 to the Consolidated Financial Statements for additional
discussion.  At December 31, 1995 $84.5 million in borrowings
and $2.6 million in letters of credit were outstanding under the
Revolving Credit Facility.  At the beginning of 1996 average
interest rates under the Agreement are approximately 9%. 
Management believes that internally generated funds and its
banking arrangements will be adequate to finance its operations
and all planned capital expenditures, which will be
approximately $10.0 million in 1996.

               In the second quarter of 1993 the Company was
advised by the Contractor, Elkem Technology, that the High
Temperature Metals Recovery (HTMR) System to process electric
furnace dust at the Alton Plant would not be able to meet its
original goal to recover prime western grade zinc from the dust. 
Accordingly, management negotiated a settlement of the contract
with Elkem and the Company received a refund of $13.6 million,
as well as title to the HTMR System.  The Company has modified
the facility in order to treat current generation of dust
economically and in accordance with EPA standards.  A portion of






                             - 17 -<PAGE>



the funds received from Elkem together with additional Company
funds was used to complete this modification of the HTMR System. 
The remaining refund from Elkem of $8.1 million was applied as a
prepayment of a portion of the outstanding Solid Waste Disposal
Revenue Bonds in 1994.  Refer to Note 9 to the Consolidated
Financial Statements for additional discussion of these issues.

               The Company presently is not paying dividends on
its common stock.  Restoration of common stock dividends will
depend on various factors including an improvement in business
conditions and sustained profitability.

               The Company knows of no other trends, demands,
commitments, events or uncertainties that will or are likely to
materially affect its liquidity.


     Item 8.   Financial Statements and Supplementary Data.

               The index to the Financial Statements of the
Company and the independent auditors' report of Deloitte &
Touche LLP appear on pages 19 and 41.


     Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.

                              NONE


                            PART III       

               As permitted by General Instruction G, with the
exception of information on Executive Officers of the Registrant
set forth in Part I hereof, information required in Part III is
incorporated by reference to the definitive proxy statement of
Registrant for the 1996 Annual Meeting which the Registrant will
file with the Commission no later than April 30, 1996.
















                             - 18 -<PAGE>


                             PART IV       


     Item 14.  Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K.

               (a)  Documents Filed as Part of This Report

               The following is an index of the financial
statements and schedules included in this Report.

         (1)   Financial Statements

               LACLEDE STEEL COMPANY AND SUBSIDIARIES

                                                                 
                                                           Page
Consolidated Statements of Operations and Retained Earnings 
  for the years ended December 31, 1995, 1994 and 1993 . . . 22  
    
Consolidated Balance Sheets, December 31, 1995 and 1994  . . 23  
   
Consolidated Statements of Cash Flows for the years ended
  December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . 25  
      
Notes to Consolidated Financial Statements . . . . . . . . . 26  
      
Independent Auditors' Report on Financial Statements . . . . 41  
      


         (2)   Consolidated Financial Statement Schedules

                              NONE




















                             - 19 -<PAGE>
         (3)   Exhibits

               The following is an index of the exhibits
included in this Report or incorporated herein by reference.

     (3)(a)    Registrant's Certificate of Incorporation as
               amended October 7, 1988.  (Incorporated by
               reference to Exhibit (3)(a) in Registrant's
               Annual Report on Form 10-K for the fiscal year
               ended December 31, 1993.)

     (3)(b)    By-laws of Registrant amended May 22, 1987. 
               (Incorporated by reference to Exhibit (3)(b) in
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1993.)

     (4)(a)    Registrant's Loan and Security Agreement dated as
               of September 7, 1994.  (Incorporated by reference
               to Exhibit (4)(a) in Registrant's quarterly
               report on Form 10-Q for September 30, 1994.)

     (4)(b)    First Amendment dated February 15, 1995 to
               Registrant's Loan and Security Agreement. 
               (Incorporated by reference to Exhibit (4)(b) in
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1994.)

     (4)(c)    Second Amendment dated May 10, 1995 to
               Registrant's Loan and Security Agreement. 
               (Incorporated by reference to Exhibit (4)(c) in
               Registrant's Quarterly Report on Form 10-Q for
               the period ended September 30, 1995.)

     (4)(d)    Third Amendment dated June 1, 1995 to
               Registrant's Loan and Security Agreement. 
               (Incorporated by reference to Exhibit (4)(c) in
               Registrant's Quarterly Report on Form 10-Q for
               the period ended September 30, 1995.)
 
     (4)(e)    Fourth Amendment dated December 7, 1995 to
               Registrant's Loan and Security Agreement.  

     (4)(f)    Fifth Amendment dated January 26, 1996 to
               Registrant's Loan and Security Agreement.

     (10)(a)*  Discretionary incentive compensation plan for
               Executive Officers of the Registrant. 
               (Incorporated by reference to Exhibit (10)(a) in
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1993.)

     (10)(b)*  1989 Stock Appreciation Rights Plan for Officers
               of the Registrant.  (Incorporated by reference to
               Exhibit A of Registrant's Proxy Statement for the
               1989 Annual Meeting of the Stockholders).



                             - 20 -<PAGE>

     
     (10)(c)*  Employment Agreements dated October 19, 1994,
               between the Registrant and Messrs. John B.
               McKinney, Michael H. Lane, J. William
               Hebenstreit.  H. Bruce Nethington and Larry J.
               Schnurbusch.
               (Incorporated by reference to Registrant's Annual
               Report on Form 10-K for the fiscal year ended
               December 31, 1994.)

     (10)(d)*  Key Employee Retirement Plan.  (Incorporated by
               reference to section entitled Benefit Plans from
               Registrant's Proxy Statement for the 1996 Annual
               Meeting of the Stockholders).

     (22)      Subsidiaries of Registrant.

               NOTE
                    Copies of exhibits will be supplied upon
                    written request and payment of the
                    Registrant's fee of$.25 per page requested.


*    Represents management contract or compensatory plan or
     arrangement required to be filed as an exhibit pursuant to
     Item 14(c) of Form 10-K.


                    (b)  Reports on Form 8-K

               During the quarter ended December 31, 1995, no
reports on Form 8-K were filed by Registrant.

























                             - 21 -<PAGE>
LACLEDE STEEL COMPANY AND SUBSIDIARIES
Consolidated Statements of Operations
and Retained Earnings
(In Thousands of Dollars except Per Share Amounts)
<TABLE>
<CAPTION>
                                                         Year Ended December 31,
                                                         1995        1994        1993
<S>                                                      <C>         <C>         <C>     
NET SALES                                                $ 320,350   $ 341,289   $ 328,766

COSTS AND EXPENSES:
 Cost of products sold                                     286,632     306,351     297,670
 Selling, general and administrative expenses               14,209      14,039      13,755
 Depreciation                                                8,151       7,625       7,464
 Interest expense, net                                      10,125       6,940       4,866
 Restructuring, asset impairment and other charges          18,422        ----        ----
 Gain on sale of subsidiary stock                             (728)       ----        ----
 Gain on sale of equipment                                    ----      (1,103)       ----
 Total costs and expenses                                  336,811     333,852     323,755
EARNINGS (LOSS) BEFORE INCOME TAXES
 AND CUMULATIVE EFFECT OF CHANGE
 IN ACCOUNTING PRINCIPLE                                   (16,461)      7,437       5,011

PROVISION (CREDIT) FOR INCOME TAXES                         (6,324)      2,975       1,904

EARNINGS (LOSS) BEFORE CUMULATIVE EFFECT
 OF CHANGE IN ACCOUNTING PRINCIPLE                         (10,137)      4,462       3,107
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
 PRINCIPLE FOR POSTRETIREMENT MEDICAL 
 BENEFITS, NET OF TAX                                         ----        ----     (46,543)

NET EARNINGS (LOSS)                                        (10,137)      4,462     (43,436)

RETAINED EARNINGS AT BEGINNING OF YEAR                       7,822       3,360      46,796

RETAINED EARNINGS (DEFICIT) AT END OF YEAR               $  (2,315)  $   7,822   $   3,360

PER SHARE DATA:
 Earnings (loss) before cumulative effect
    of change in accounting principle                    $   (2.50)  $    1.10   $    0.77
 Cumulative effect of change in accounting principle
    for postretirement medical benefits, net of tax           ----        ----      (11.48)

 Net earnings (loss)                                     $   (2.50)  $    1.10   $  (10.71)


</TABLE>
See Notes to Consolidated Financial Statements.






- 22 -

Consolidated Balance Sheets
Assets
(In Thousands of Dollars except Per Share Amounts)

                                               December 31,
                                               1995          1994



CURRENT ASSETS:
 Cash and cash equivalents                     $      161    $      159
 Accounts receivable, less allowances
  of $2,224 in 1995 and $2,635 in 1994             37,287        45,587
 Prepaid expenses                                     744         1,202
 Income taxes recoverable                           1,479           546
 Inventories:
  Finished                                         56,377        45,407
  Semi-finished                                    28,683        26,193
  Raw materials                                     8,415        15,853
  Supplies                                         13,807        15,013
 Total inventories                                107,282       102,466
 Total current assets                             146,953       149,960


NON-CURRENT ASSETS:
 Intangible pension asset                          17,409        18,550
 Other intangible assets                            2,407         2,551
 Bond funds in trust                                2,385         2,385
 Prepaid pension contributions                      6,586        17,795
 Deferred income taxes                             44,062        21,726
 Other                                              3,785         3,522
 Total non-current assets                          76,634        66,529


PLANT AND EQUIPMENT, AT COST:
 Land                                               1,615         1,615
 Buildings                                         28,478        29,559
 Machinery and equipment                          213,480       225,063
                                                  243,573       256,237
 Less - accumulated depreciation                  117,382       129,475
 Net plant and equipment                          126,191       126,762


TOTAL ASSETS                                   $  349,778    $  343,251











- 23 -


Liabilities and Stockholders' Equity


                                                           December 31,
                                                           1995      1994



CURRENT LIABILITIES:
 Accounts payable                                          $ 31,617  $ 36,462
 Accrued compensation                                         7,667     9,798
 Current portion of long-term debt                            2,459     2,484
 Accrued costs of pension plans                              15,449     9,830
 Other                                                        2,002     2,480
 Total current liabilities                                   59,194    61,054


NON-CURRENT LIABILITIES:
 Accrued costs of pension plans                              67,123    41,413
 Accrued postretirement medical benefits                     81,431    79,180
 Other                                                        6,721     7,060


LONG-TERM DEBT                                              118,791   100,801


COMMITMENTS AND CONTINGENCIES - NOTE 9                         ----      ----



STOCKHOLDERS' EQUITY:
 Preferred stock without par value, authorized
  2,000,000 shares with none issued                            ----      ----
 Common stock, $13.33 par value, authorized
  5,000,000 shares, issued and outstanding 4,056,140 shares  54,081    54,081
 Capital in excess of par                                       247       247
 Retained earnings (deficit)                                 (2,315)    7,822
 Minimum pension liability adjustment                       (35,495)   (8,407)
 Total stockholders' equity                                  16,518    53,743



TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $349,778  $343,251

See Notes to Consolidated Financial Statements.









- 24 -

<PAGE>

LACLEDE STEEL COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                                1995       1994       1993
<S>                                                             <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings (loss)                                            $ (10,137) $   4,462  $ (43,436)
 Adjustments to reconcile net earnings (loss) to net
  cash provided by (used in) operating activities:
   Cumulative effect of change in accounting principle
         for postretirement medical benefits                         ----       ----     46,543
   Depreciation                                                     8,151      7,625      7,464
   Gain on sale of subsidiary stock                                  (728)      ----       ----
   Gain on sale of equipment                                         ----     (1,103)      ----
   Restructuring, asset impairment and other charges               18,422       ----       ----
   Change in deferred income taxes                                 (6,185)     1,708      1,303
   Changes in assets and liabilities that provided (used) cash:
          Accounts receivable                                       8,300        940     (5,897)
          Inventories                                             (12,483)    (5,040)    (1,959)
          Accounts payable and accrued expenses                    (8,861)    11,601     (7,197)
          Pension cost less than funding                           (2,526)    (2,742)    (5,723)
          Accrued postretirement medical benefits                   1,162      1,379      2,732
 Net cash provided by (used in) operating activities               (4,885)    18,830     (6,170)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                             (13,847)   (14,747)   (11,358)
 Proceeds from sale of equipment                                     ----      1,000       ----
 Net cash used in investing activities                            (13,847)   (13,747)   (11,358)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net borrowing (repayments) under revolving credit loan            18,453    (16,412)    15,500
 Proceeds from term loan                                             ----     10,000       ----
 Proceeds from long term debt                                       2,000       ----       ----
 Payments on long-term debt                                        (2,488)    (9,710)      (929)
 Proceeds from sale of stock of subsidiary                          1,000       ----       ----
 Proceeds from (additions to) bond funds in trust                    ----     12,789    (11,707)
 Refund under contract for HTMR facility                             ----       ----     13,600
 Payment of financing costs                                          (231)    (2,485)      ----
 Net cash provided by (used in) financing activities               18,734     (5,818)    16,464

CASH AND CASH EQUIVALENTS:
 Net increase (decrease) during the year                                2       (735)    (1,064)
 At beginning of year                                                 159        894      1,958
 At end of year                                                 $     161  $     159  $     894

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
  Cash paid during the year for:
   Interest (net of amount capitalized)                         $  10,209  $   7,147  $   4,760
   Income taxes paid, net of refunds                            $     794  $   1,218  $   1,010

</TABLE>

See Notes to Consolidated Financial Statements.

- 25 -
<PAGE>


           Notes to Consolidated Financial Statements


Note 1
Nature of Operations:

               Laclede Steel Company and Subsidiaries (the
Company) is a manufacturer of carbon and alloy steel products,
including pipe and tubular products, hot rolled products, wire
products and welded chain.  The Company's pipe and tubular
products are comprised of continuous butt weld pipe and electric
resistance weld tubing, which are sold in the U.S. and Canada to
distributors and manufacturers.  Hot rolled products consist
primarily of special quality bars sold to manufacturers to be
cold drawn or forged.  Wire products include high and low carbon
wire, oil tempered wire used for mechanical springs, overhead
door springs and, in the future, automotive suspension and brake
springs, and annealed wire and rod.  Laclede Chain Manufacturing
Company, a wholly owned subsidiary, produces chain products and
also imports a significant amount of chain.  Approximately half
of the chain business is attributable to sales of anti-skid
devices for trucks and automobiles and the balance is in sales
of hardware and industrial chain.

Note 2
Accounting Policies:

               The Company's significant accounting policies are
summarized as follows:

Principles of Consolidation

               The consolidated financial statements include the
accounts of Laclede Steel Company and its wholly-owned
subsidiaries.  All intercompany accounts and transactions have
been eliminated.

Cash Equivalents

               The Company considers all highly liquid debt
instruments with a maturity of three months or less at date of
purchase to be cash equivalents.

Inventories

               Inventories of finished and semi-finished
products, raw materials and supplies are stated at the lower of
cost, predominantly moving average, or market.  Market
determination is based on the net realizable value of the total
of the components of each major category of inventory.





                             - 26 -<PAGE>


Plant and Equipment

               Plant and equipment, consisting primarily of
steel making and related facilities, are carried at cost.  Major
renewals and betterments are capitalized, while replacements,
rebuilding costs and repairs are charged to operations.  The
cost of normal retirements is charged to accumulated
depreciation and salvage realized, if any, is credited thereto.

Depreciation

               The Company follows the policy of providing for
depreciation of plant and equipment by charging operations with
amounts sufficient to amortize the cost over the following
estimated useful lives:

          Buildings and improvements         20 to 45 years
          Machinery and equipment             4 to 25 years
          Office furniture and equipment      6 to 10 years
     
               Depreciation is computed on the straight-line
method for financial reporting purposes.  Accelerated
depreciation methods are used for tax purposes.

Long-Lived Assets

               In 1995 the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of.  The general requirements
of this statement are applicable to the properties and
intangible assets of the Company and require impairment to be
considered whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. 
See Note 6 for discussion of asset impairment charges in 1995.

Other Intangible Assets

               Other intangible assets include the excess of the
purchase price of acquisitions over the fair value of the net
assets acquired and these amounts are amortized on a straight-line basis over
25 years.

               Management periodically reviews the value of its
intangible assets to determine if an impairment has occurred or
whether changes have occurred that would require a revision to
the remaining useful life.  In making such determination,
management evaluates the performance, on an undiscounted basis,
of the underlying operations or assets which give rise to such
amount.  Based on this review, management does not believe that
any such impairment has occurred.





                             - 27 -<PAGE>



Income Taxes

               Deferred income taxes are provided for the
temporary differences between the tax basis of the Company's
assets and liabilities and their financial reporting amounts at
each year end, utilizing currently enacted tax rates.  See Note
3 for details of significant temporary differences.

Earnings Per Share

               Earnings per common share are based on the
weighted average shares outstanding during the year.  Weighted
average shares outstanding were 4,056,140 for 1995, 1994 and
1993.

Use of Estimates in the Preparation of Financial Statements

               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 and
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.

Certain Significant Estimates

               Amounts reported for pensions and postretirement
medical benefits and their related deferred tax assets are
subject to significant fluctuation due to changes in interest
rates.  Estimates of environmental remediation-related
obligations are discussed in Note 9.

Current Vulnerability Due to Certain Concentrations

               The Company manufactures steel from steel scrap
generated in the course of its steel production and purchased in
the open market from numerous scrap suppliers.  Since it does
not produce its own raw materials, the Company is subject to the
fluctuation in prices and availability of scrap.  

               Approximately 62% of the Company's production
employees are covered by a collective bargaining agreement,
which extends beyond one year.










                             - 28 -<PAGE>
    
Note 3
Income Taxes:
    
     Effective January 1, 1993 the Company adopted FASB Statement No. 109,
"Accounting for Income Taxes".  This statement requires the use of the asset
and liability approach for financial accounting and reporting for income
taxes.  The provision for income taxes represents an effective combined 
federal and state tax rate of 40% for 1994 and 38% for 1995 and 1993.  See
the reconciliation of these tax rates to the statutory rate below.  The 
provision (credit) for income taxes consists of the following (thousands of
dollars):
    
                                     1995           1994         1993
    
         Current income taxes        $   (139)   $   1,268    $    601
         Deferred income taxes         (6,185)       1,707       1,303
                                     $ (6,324)   $   2,975    $  1,904
    
     In 1993 deferred taxes were recorded in the amount of $28,526,000 as a
result of the change in accounting principle for postretirement medical
benefits.  Recognition of this tax benefit resulted in a net deferred tax
asset on the consolidated balance sheets.
    
    Deferred tax assets were increased in 1995 by $16,151,000, decreased in 
1994 by $3,650,000 and increased in 1993 by $7,348,000 as a result of the tax
effects of the minimum pension liability adjustment.  These amounts are not
reflected in the tax provision of these years.  See Note 5 for further
discussion.  No deferred tax valuation allowance is deemed necessary as a
result of management's evaluation of the likelihood that all of the deferred
tax assets will be realized.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     - 29 -
    
<PAGE>
    
     Deferred tax assets and liabilities are comprised of the following at
December 31 (thousands of dollars):
    
                                                     1995         1994
             Deferred tax liabilities:
                Depreciation                         $ (26,966)   $(27,064)
                Accrued costs of pension plans          (1,138)       (327)
                  Total deferred tax liabilities       (28,104)    (27,391)
    
             Deferred tax assets:
                Minimum pension liability adjustment    21,756       5,605
                Postretirement medical benefits         31,921      31,672
                Active employee benefit liabilities      2,733       2,550
                Environmental costs                      1,456       1,524
                Allowances on receivables                  871         967
                Net operating loss and alternative
                  minimum tax carryovers                11,536       5,901
                Other                                    1,893         898
                  Total deferred tax assets             72,166      49,117
                  Net deferred tax assets            $  44,062    $ 21,726
    
    
     The applicable statutory federal income tax rate of 34% for each of the
three years is reconciled to the effective income tax rate as follows
(thousands of dollars):
    
                                         1995           1994         1993
    
             Federal income tax provision
             (credit) computed at statutory
             tax rate                    $ (5,604)   $   2,529    $  1,704
             Non-taxable gain on sale of
             subsidiary stock                (277)          --          --
             State income taxes, net         (542)         388         140
             Other                             99           58          60
             Provision (credit) for
             income taxes                $ (6,324)   $   2,975    $  1,904
    
    
    
    
    
    
    
    
    
     - 30 -
    
<PAGE>

Note 4 
Debt:

               Long-term debt consists of the following at
December 31 (thousands of dollars):
                                                1995         1994

Bank Loan and Security Agreement:
   Revolving Loan                             $84,541     $66,088
   Term Loan                                    8,209       9,642

Note Payable Due December 31, 2001              2,000          --

Solid Waste Disposal Revenue Bonds:
  7.5% Bonds due August 1, 1995                    --         295

  8.375% Bonds due from 1996 to 2008            6,930       6,930

  8.5% Bonds due from 2015 to 2020              9,430       9,430

8% Pollution Control Revenue Bonds due
  October 1, 2001 (annual sinking fund
  payments began in 1993)                      9,360      10,020

8% Industrial Development Revenue Bonds 
  due October 1, 2001 (annual sinking fund
  payments began in 1992)                        780         835

11% Industrial Revenue Bonds due in monthly
  installments until March 1, 1995                 --          45
                                              121,250     103,285

Less amounts payable within one year            2,459       2,484
                                             $118,791    $100,801


               The Company has a Loan and Security Agreement with
three banks, expiring in September 1999, which has been amended
to include a $100,000,000 Revolving Loan.  It also includes a
$10,000,000 Term Loan, payable monthly through September 1999.

               Interest on the Revolving Loan is payable at
either prime plus 1-1/2% or a Eurodollar rate, at the Company's
option.  Interest on the Term Loan is payable at either prime
plus 2% or a Eurodollar rate, also at the Company's option.  At
December 31, 1995, the interest rates ranged from 8.9% to 10%. 
In October 1994 the Company entered into a two-year interest rate
cap agreement covering $40,000,000 in borrowings, which limits
interest costs if LIBOR rates reach 7%.








                              - 31 -<PAGE>



               Under terms of the Loan and Security Agreement the
Company granted security interests in accounts receivable and
inventory to the participating banks to support the Revolving
Loan.  The Term Loan is secured by certain Plant and Equipment.

               The most restrictive provisions of the Company's
loan agreements, as amended, include the following:

A.   The Company shall maintain specified net worth levels as
     defined in the Loan and Security Agreement.  As of December
     31, 1995 the Company's consolidated net worth exceeded the
     minimum required amount by approximately $500,000.

B.   The Company shall maintain a consolidated fixed charge
     coverage ratio, as defined, of not less than 1.1 to 1.0,
     calculated at the end of each quarter for the preceding four
     quarters.  In connection with amendments related to the
     Company's restructuring program, the coverage ratio was
     suspended for the fourth quarter of 1995, and the first half
     of 1996, and modified through 1997.

C.   Payment of cash dividends is limited to 50% of cumulative
     net earnings after December 31, 1993.  As of December 31,
     1995 no funds are available for dividends.


               The Company has no compensating balance
arrangements.  Excluding the Revolving Loan, aggregate maturities
of long-term borrowings at December 31, 1995 for the next five
years are as follows:

               1996             $2,459,000
               1997              2,484,000                  
               1998              2,514,000
               1999              5,062,000
               2000              1,190,000

               The Company estimates that the fair value of its
long-term debt in the aggregate approximates the carrying value
at December 31, 1995 and 1994.















                              - 32 -<PAGE>
    
Note 5
Employee Benefits:
DEFINED BENEFIT PENSION PLANS -
    
     The Company has several non-contributory defined benefit pension plans 
providing retirement benefits for substantially all employees.  Benefits
under the plans are primarily based on years of service and employee's
compensation prior to retirement.  Annual pension plan funding is based on
the range of deductible contributions permitted by ERISA regulations, taking
into account the Company's current income tax situation.

     The components of pension cost are as follows (thousands of dollars):
    
                                         1995           1994         1993
    
             Service cost                $  1,538    $   2,021    $  1,904
             Interest cost on projected
               benefit obligation          14,767       13,340      14,219
             Actual return on plan assets (22,502)       4,322     (11,409)
             Net amortization and deferral 14,921      (14,003)        205
    
             Net periodic pension cost      8,724        5,680       4,919
             Curtailment loss recognized    2,966           --          --
    
             Total pension cost          $ 11,690    $   5,680    $  4,919
    
    
     In the fourth quarter of 1995 the Company recorded a special
restructuring charge which included a $2,966,000 curtailment loss related to
planned work force reductions. See Note 6 to the Consolidated Financial
Statements for additional discussion.

     The projected benefit obligations at December 31, 1995 and 1994 were
determined using assumed discount rates of 7.25% and 8.75%, respectively.
The assumed discount rate is based on market conditions and reflects annuity
purchase rates available to theoretically settle plan obligations.  For all
plans other than the Alton Plant Hourly Employees' Plan, the assumed rate of
increase in compensation levels was 2% for all years.  Reflecting the
Labor Agreement for Alton hourly employees, a 3% rate of increase in 
compensation was assumed for 1993 and 1% thereafter.  The weighted average
assumed long-term rate of return on the market-related value of plan assets
was 9.9% for 1995 and 11.7% for 1994 and 1993.
    
    
    
    
    
    
    
    
    
     - 33 -
<PAGE>
    A summary of the funded status of the plans is as follows (thousands of
dollars):
<TABLE>
<CAPTION>
                              December 31
                              1995                                    1994
                              Assets Exceed  Accumulated              Assets Exceed  Accumulated
                              Accumulated     Benefits                Accumulated     Benefits
                              Benefits       Exceed Assets   Total    Benefits       Exceed Assets   Total
<S>                           <C>           <C>          <C>         <C>            <C>          <C>    
    Actuarial present value
    of accumulated benefit
    obligation:
       Vested                 $     (5,947) $  (186,296) $  (192,243) $    (40,394) $  (105,317) $  (145,711)
       Non-Vested                     (258)      (7,861)      (8,119)       (1,534)      (6,280)      (7,814)
    Total                     $     (6,205) $  (194,157) $  (200,362) $    (41,928) $  (111,597) $  (153,525)
    
    
    Projected benefit
    obligation                $     (7,249) $  (194,935) $  (202,184) $    (43,279) $  (111,943) $  (155,222)
    
    Plan assets at fair value        7,210      113,560      120,770        43,830       61,956      105,786
    
    Projected benefit
    obligation (in excess of)
    less than plan assets              (39)     (81,375)     (81,414)          551      (49,987)     (49,436)
    
    Unrecognized net (asset)
    obligation at transition
    date, January 1, 1987              379        9,118        9,497        (1,151)      12,233       11,082
    
    Unrecognized losses,
    net                              1,219       59,369       60,588        14,524       14,357       28,881
    
    Unrecognized prior
    service cost                     3,087        6,916       10,003         2,280        6,307        8,587
    
    Adjustment required to
    recognize minimum
    liability                           --      (74,660)     (74,660)           --      (32,562)     (32,562)
    
    Net pension cost
    recorded on balance
    sheet                     $      4,646  $   (80,632) $   (75,986) $     16,204  $   (49,652) $   (33,448)
    
</TABLE>    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
                                                          - 34 -
<PAGE>
    
     In accordance with FASB Statement No. 87, the Company has recorded an 
additional minimum pension liability for underfunded plans of $74,660,000 at 
December 31, 1995 and $32,562,000 at December 31, 1994, representing the 
excess of unfunded accumulated benefit obligations over previously recorded
pension cost liabilities.  A corresponding amount is recognized as an
intangible asset except to the extent that these additional liabilities
exceed related unrecognized prior service cost and net transition obligation,
in which case the increase in liabilities is charged directly to stockholders'
equity.  As of December 31, 1995, $57,251,000 of the excess minimum pension
liability resulted in a charge to equity, net of income taxes, of $35,495,000.
As of December 31, 1994, the excess minimum liability was $14,012,000 and the
after-tax charge to equity was $8,407,000.
    
PROFIT SHARING PLAN -

     The Company maintains a defined contribution profit sharing thrift plan
covering a majority of its salaried employees.  Company contributions for
1994 amounted to $684,000 and for 1993 amounted to $652,000.  There was no
profit sharing contribution for 1995.
    
POSTRETIREMENT MEDICAL BENEFIT PLANS -

     In addition to providing pension benefits, the Company provides certain 
health care and life insurance benefits for active and retired employees.  A
significant portion of the Company's employees may become eligible for the
retiree benefits if they reach retirement age while working for the Company.

     Effective January 1, 1993 the Company adopted FASB Statement No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions",
which requires accounting for the cost of retiree medical benefits other
than pensions on an accrual basis.  Implementation of this new standard also
requires the recognition of a transition obligation based on the
aggregate amount that would have been accrued in prior years had the new
standard been in effect for those years.  In accordance with this new
standard the Company elected to recognize the entire transition obligation
as of January 1, 1993 and, accordingly, recorded a non cash charge of
$46,543,000, after recognition of $28,526,000 in deferred tax benefits.

     The components of net periodic postretirement medical benefit costs are as
follows (thousands of dollars):
    
                                         1995           1994      1993
    
             Service cost                $    638    $     846    $    759
             Interest cost                  5,708        5,658       6,612
             Amortization of
               unrecognized net gain         (215)          --          --
             Net periodic cost              6,131        6,504       7,371
             Curtailment loss recognized    1,089           --          --
             Recognition of transition
               obligation                      --           --      75,069
             Total cost                  $  7,220    $   6,504    $ 82,440
    
    
The actual postretirement medical benefits paid amounted to $4,969,000 in 1995,
$5,439,000 in 1994 and $4,863,000 in 1993.  See Note 6 for discussion of
curtailment loss.
    
    
     - 35 -
<PAGE>
    
    
     A summary of the status of the plans is as follows (thousands of dollars):
    
                                         December 31,          December 31,
                                         1995                        1994
    
             Accumulated postretirement
                benefit obligation (APBO):
                   Retirees              $(47,719)                $(41,390)
                   Fully eligible active
                     employees            (14,522)                 (15,709)
                   Other active employees (12,897)                 (13,944)
             Total                        (75,138)                 (71,043)
    
             Fair value of plan assets         --                       --
    
             Funded status                (75,138)                 (71,043)
    
             Unrecognized net gain         (6,293)                  (8,137)
             Accrued postretirement
                benefit cost             $(81,431)             $   (79,180)
    
    
     The assumed discount rate used to measure the APBO was 7.25% at 
December 31, 1995 and 8.75% at December 31, 1994.  The assumed future health 
care cost trend rate is approximately 9.5%, gradually declining to 3.25% in 
nine years.  A one percentage point increase in the assumed health care cost
trend rates for each future year would have increased the aggregate of the
service and interest cost components of the net periodic postretirement
benefit cost by $603,000 for 1995, $607,000 for 1994 and $716,000 for 1993,
and would have increased the APBO by $6,958,000 as of December 31, 1995 and
$5,924,000 as of December 31, 1994.
    
STOCK APPRECIATION RIGHTS PLANS -

     In 1989, the Board of Directors adopted the 1989 Stock Appreciation Rights
Plan for Non-Officers and the 1989 Stock Appreciation Rights Plan for
Officers.  All rights under the plans have been granted and as of
December 31, 1995, 26,400 rights had not been exercised.  Compensation
expense of $849,000 was recorded in 1993 for the excess of market price over
grant prices on the Company's Stock Appreciation Rights Plans.  There
was no expense for the plans in 1995 or 1994 and the market price is below 
grant prices.
    
    
    
    
    
    
    
    
      - 36 -
<PAGE>
                                                                 

Note 6
Restructuring, Asset Impairment and Other Charges:

               In December 1995, the Company recorded a non-cash charge of 
$18.4 million ($11.4 million after taxes), relating to the restructuring of its
operations, asset impairments and inventory write-offs.  This charge is
primarily the result of a decision to initiate the final phase of the 
Company's strategic plan, leading to a restructuring of the steel-making 
facilities at the Alton Plant.

               When the new Ladle Furnace Facility becomes operational in the
second quarter, all steel will be produced using the more efficient continuous
cast method.  At this time the Company will also cease production of rods, and
begin purchasing requirements for its wire operations on the open market, at
a significant reduction in costs.  In connection with this restructuring, the 
Company will shut down its Blooming Mill and Rod Mill operations.

               As a result of this decision, non-cash accounting charges 
totaling $15.8 million were recorded, which are included in the $18.4 million
charge mentioned above.  These charges include $6.2 million for recognition of
impairment loss for equipment and $4.6 million for employee termination
benefits and pension and postretirement benefit curtailment losses.  In
addition inventories relating to these operations have been written-down by 
$5.0 million to reduce their carrying cost to their net realizable value.

               The Company also recognized a charge of $2.6 million related
to inventory write-downs in its tubular product operations, which are also part
of the $18.4 million charge.  This inventory adjustment, which reduces the
carrying cost to net realizable value, reflects higher second half production
costs together with significant reductions in selling prices for tubular 
products since the end of the third quarter of 1995.

Note 7
Interest Expense, Net:

               Interest expense capitalized in 1995, 1994 and 1993 was 
$484,000, $2,148,000 and $2,014,000, respectively.  The majority of this 
interest in 1994 and 1993 relates to the Solid Waste Disposal Revenue Bond
funds used to finance the construction of the HTMR facility.










                              - 37 -<PAGE>
    
        
Note 8
Quarterly Results of Operations:  (Unaudited)
    
    The results of operations by quarter for 1995 and 1994 were as follows (in
thousands of dollars except per share data):
<TABLE>
<CAPTION>    
                 QUARTER ENDED
                 1995                                 1994
                  Mar. 31  Jun. 30  Sep. 30  Dec. 31   Mar. 31  Jun. 30  Sep. 30  Dec. 31
<S>              <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
    
    Net sales    $87,327  $80,858  $76,561  $ 75,604  $84,697  $80,559  $85,308  $90,725
    
    Cost of products
    sold          76,115   70,807   70,569    69,162   77,614   72,457   77,153   79,127
    
    Net sales less
    cost of products
    sold         $11,212  $10,051  $ 5,992  $  6,442  $ 7,083  $ 8,102  $ 8,155  $11,598
    
    Net earnings
    (loss)       $ 2,094  $ 1,782  $(1,348) $(12,665) $   127  $   862  $   763  $ 2,710
    
    Net earnings
    (loss)
    per share    $  0.52  $  0.44  $ (0.34) $  (3.12) $  0.03  $  0.21  $  0.19  $  0.67
    
</TABLE>





                               -38-<PAGE>
                                                                  
Note 9
Commitments And Contingencies:

               The Company has non-cancelable operating leases
for office space and certain equipment through 2004.  Future
minimum lease commitments required under these leases are as
follows:

                   1996                          $2,635,800
                   1997                           2,177,000
                   1998                           1,784,800
                   1999                           1,733,800
                   2000                           1,492,000
                   Thereafter                     3,631,400          
                   TOTAL                        $13,454,800

               Rent expense under all leases in 1995, 1994 and
1993 was $2,777,000, $2,578,000 and $2,333,000, respectively.

               There are various claims pending involving the
Company and its subsidiaries with respect to environmental,
hazardous substance and other matters arising out of the routine
conduct of the business.  Such claims either have not been
reduced to litigation or if suit has been filed are in the
discovery stage.  Therefore the total liability on pending claims
at December 31, 1995, if any, cannot be determined.

               The Company believes it has meritorious defenses
with respect to all claims and litigation and the ultimate
disposition of such matters will not materially affect its
financial position or results of operations.

               In connection with its Melt Shop operations the
Company generates electric furnace dust, which the Environmental
Protection Agency (EPA) has designated as a hazardous waste.

               Prior to August 1988, with EPA approval, the
Company had temporarily stored electric furnace dust on site at
the Alton Plant.  In 1988 the EPA issued new regulations
requiring the Company to treat electric furnace dust prior to
disposition or permanent storage.

               In 1989 the Company reached an agreement with
Elkem Technology to construct a High Temperature Metals Recovery
(HTMR) System at the Alton Plant intended to treat newly
generated dust as well as the existing storage pile, and reclaim
zinc in the process.  Management's studies at the time indicated
that the amount of zinc recoveries from the process would
substantially reduce or even offset the facility's cost of
operations.  The total cost of this project was estimated at
$25,000,000; however, the final capital cost was to be based on
performance tests prior to the Company's assuming control of the
operation.




                              - 39 -<PAGE>



               In the second quarter of 1993 the Company was
advised by Elkem Technology that the HTMR System would not be
able to meet its original goals, including the recovery of prime
western grade zinc, which is an essential criterion under the
contract, and accordingly commissioning of the facility would
cease.  On May 17, 1993, the Company and Elkem Technology
negotiated a settlement of the original contract, under which
Elkem refunded $13,600,000 to the Company and relinquished
control of and legal title to the HTMR System.  A portion of the
funds received from Elkem together with additional Company funds
was used to modify the HTMR System in order to treat current
generation of dust economically, and in accordance with EPA
standards.  The remaining refund from Elkem of $8,070,000 was
applied as a prepayment of a portion of the outstanding Solid
Waste Disposal Revenue Bonds in 1994.  The Company's investment
in the HTMR System at December 31, 1995 is approximately
$16,700,000.

               The Company's prior closure plan, approved by the
Illinois Environmental Protection Agency (IEPA), is based upon
utilization of the HTMR System to process existing electric
furnace dust piles.  However, because the HTMR System did not
meet its original goal and is being modified to treat only
current generation of dust, the Company developed a modified
closure plan which has been approved in principal by the IEPA. 
This plan provides for the closure of existing electric furnace
dust piles in place.  Based on estimates provided by an
independent consultant it appears that the cost of this plan will
approximate the $3,716,000 amount included in non-current
liabilities at December 31, 1995 for the disposal of the existing
EAF dust.
























                              - 40 -<PAGE>



INDEPENDENT AUDITORS' REPORT


To The Board Of Directors 
And Stockholders Of 
Laclede Steel Company:

     We have audited the accompanying consolidated balance sheets
of Laclede Steel Company and subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of operations
and retained earnings and of cash flows for each of the three
years in the period ended December 31, 1995.  These financial
statements are the responsibility of the Company's management. 
Our responsibility is to express an opinion on the financial
statements based on our audits.
     We conducted our audits in accordance with generally
accepted auditing standards.  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, such consolidated financial statements
present fairly, in all material respects, the financial position
of Laclede Steel Company and subsidiaries as of December 31, 1995
and 1994, and the results of their operations and their cash
flows for each of the three years in the period ended December
31, 1995 in conformity with generally accepted accounting
principles.    
     As discussed in Note 5 to the Consolidated Financial
Statements, effective January 1, 1993, the Company changed its
method of accounting for postretirement medical benefits to
conform with Statement of Financial Accounting Standards No. 106.



Deloitte & Touche LLP
January 26, 1996
St. Louis, Missouri












                              - 41 -<PAGE>
                            SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

      3/20/96                           /s/ John B. Mckinney      
           Date                              John B. McKinney
                                               President
                                     Principal Executive Officer
                                               Director


      3/20/96                           /s/ Michael H. Lane       
           Date                              Michael H. Lane 
                                       Vice President-Finance
                                       Treasurer and Secretary
                                      (Principal Financial and
                                         Accounting Officer)

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


        3/21/96                       /s/ Donald F. Gunning       
           Date                              Donald F. Gunning
                                               Director

        3/21/96                       /s/ A. William Hager        
           Date                              A. William Hager 
                                               Director

                                                                  
           Date                            E. Lawrence Keyes, Jr.
                                               Director

         3/25/96                      /s/ Robert H. Quenon        
           Date                              Robert H. Quenon 
                                                Director

         3/21/96                      /s/ Lawrence K. Roos        
           Date                              Lawrence K. Roos 
                                               Director

                                                                  
           Date                            Edwin J. Spiegel, Jr. 
                                               Director

                                                                  
           Date                            Lester Varn, Jr. 
                                                Director

         3/21/96                      /s/ George H. Walker III    
           Date                            George H. Walker III
                                                Director