<PAGE>
                                 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, 1999

Commission File Number: 1-13600
                        -------
                                   HUNTCO INC.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

         MISSOURI                                              43-1643751
-------------------------------                           -------------------
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                            Identification No.)

    14323 SOUTH OUTER FORTY, SUITE 600N, TOWN & COUNTRY, MISSOURI     63017
    -------------------------------------------------------------------------
              (Address of principal executive offices)             (Zip Code)

                                 (314) 878-0155
                                 --------------
              (Registrant's telephone number, including area code)

         Securities Registered pursuant to Section 12(b) of the Act:

     CLASS A COMMON STOCK,
        $0.01 PAR VALUE                     NEW YORK STOCK EXCHANGE
     ---------------------         -------------------------------------------
      (Title of class)             (Name of each exchange on which registered)

      Securities registered pursuant to Section 12(g) of the Act: NONE
                                                                  ----
                                                           (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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes  [ ] 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]

Aggregate market value of the voting common stock held by non-affiliates
of the Registrant at March 1, 2000 was $18,853,811 (computed by reference to
the closing price of the registrant's Class A common stock, as quoted by the
New York Stock Exchange, Inc. on such date).  All of the Company's Class B
common stock, which is the only other voting common stock of the Company, is
held by affiliates of the Company.

As of March 1, 2000, the number of shares outstanding of each class of
the Registrant's common stock was as follows: 5,292,000 shares of Class A
common stock and 3,650,000 shares of Class B common stock.

                     DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's Notice of Annual Meeting and Proxy
Statement for the Annual Meeting of Shareholders to be held May 4, 2000 (the
"2000 Proxy Statement"), are incorporated by reference into Part III of this
Report on Form 10-K.

                                    PART I

ITEM 1.  BUSINESS
-----------------

BACKGROUND
----------
Huntco Inc. ("Huntco" or "the Company"), a Missouri corporation, indirectly
holds the common stock of Huntco Steel, Inc., a Delaware corporation ("Huntco
Steel") and Midwest Products, Inc., a Missouri corporation ("Midwest").  The
Company, through Huntco Steel, is a major intermediate steel processor,
specializing in the processing of flat rolled carbon steel to specified close
tolerances.  Through Midwest, the Company is a leading manufacturer of (i)
portable compressed air vessels for sale through mass merchandisers and to
manufacturers of air compressors, and (ii) compressed air cylinders for use in
tractor-trailer brake systems.

The Company's products are delivered from facilities in Arkansas, Illinois,
Kentucky, Missouri, Oklahoma, Tennessee, and Texas to approximately 1,500
customers located primarily in the midwestern and southern regions of the
United States. The strategic location of the Company's steel processing
plants, with access to major suppliers via the inland waterway system, allows
the Company to take delivery of raw materials by barge, in addition to rail
and truck, thereby minimizing inbound transportation costs.  The Company's
primary processed products include hot rolled, hot rolled pickled and oiled,
hot rolled tempered and cold rolled steel, which is cut-to-length into sheets,
plates, or custom blanks; slit; or in the case of pickled and oiled, tempered
and cold rolled products, sold as master coils.

INDUSTRY OVERVIEW
-----------------
Intermediate steel processors occupy a niche between the primary steel
producers and industrial customers who need processed steel for their end-
product manufacturing purposes.  Intermediate steel processors are also
positioned between the primary steel mill producers and general steel service
centers and distributors who handle broad product lines of processed metal
products, and who tend to specialize more in distribution than in processing.
Intermediate steel processors specialize in value-added processing of steel
coils, such as cutting-to-length, slitting, blanking, shape correction and
surface improvement, pickling, cold reduction, annealing and tempering.  These
processes produce steel to specified lengths, widths, shapes and surface
characteristics pursuant to specific customer orders.  The processing
techniques typically require specialized equipment and require high volume
production in order to be performed economically.  Intermediate steel
processors typically have lower cost structures and provide better service in
value-added processing than the primary producers.  The intermediate steel
processors are able to perform many of these processes more efficiently than
steel service centers and distributors because the intermediate steel
processors specialize in a narrower range of products and therefore are able
to attract sufficient volume to justify the investment in specialized
processing equipment.

Primary steel producers historically have emphasized the sale of steel to
large volume purchasers, and generally have viewed intermediate steel
processors as an integral part of their customer base.  Furthermore, end
product manufacturers, service centers and distributors seek to purchase steel
on shorter lead times and with more frequent and reliable deliveries than
normally can be provided by the primary producers. Most manufacturers are not
willing to commit to the investment in technology, equipment and inventory
required to process steel for use in their own operations.  These industry
forces have created a market in which the success of an intermediate steel
processor is based upon its ability to purchase, process and deliver steel to
the end user in a more efficient and cost effective manner than the end user
could achieve in dealing directly with the primary producer of the steel or
with another intermediate steel processor.

PRODUCTS AND PROCESSING SERVICES
--------------------------------
The Company maintains a substantial inventory of steel coils purchased from
the primary producers.  This steel is in the form of a continuous sheet,
typically 36 to 84 inches wide, between .015 and .500 inches thick, and rolled
into 10 to 30-ton coils.  Because of the size and weight of these coils and
the equipment required to move and process them into smaller sizes, such coils
do not meet the requirements, without further processing, of a majority of the
Company's customers.  By purchasing various kinds of steel in large quantities
and at predetermined intervals, the Company attempts to purchase its raw
materials at the lowest competitive price for the quality purchased.

Customer orders are entered in a computerized order entry system, and
appropriate inventory is then selected and scheduled for processing in
accordance with the customer's specified delivery date.  The Company attempts
to maximize yield by combining customer orders for processing to use each
purchased coil to the fullest extent practicable.

The Company uses techniques such as cold rolling, annealing, tempering,
pickling, cutting-to-length, slitting, and blanking to process steel to
specified lengths, widths and shapes pursuant to specific customer orders.
Cold rolling and tempering reduce the thickness of the steel by passing the
steel through pressure reduction rolls, which also improves the surface
characteristics of the steel being processed.  Annealing involves heating the
steel to soften it for further finishing after it has been cold reduced.
Pickling cleans the mill scale from the steel by subjecting the steel to a
series of hydrochloric acid baths.  A portion of the steel that the Company
pickles serves as feed stock for the cold rolling mill.  Cutting-to-length
involves cutting steel along the width of the coil.  Slitting involves cutting
steel to specified widths along the length of the coil.  Blanking cuts the
steel into close tolerance, specific shapes.  Shape correction improves the
physical appearance of the steel by removing edge wave, center buckle, crown
or camber from the steel by a process known as elongation, which includes
equalizing and tension leveling, and which achieves shape correction by
stretching the fibers of the steel.

The Company also manufactures compressed air cylinders for tractor-trailer air
brake systems, for air compressors, and portable compressed air vessels to
inflate objects, such as automobile tires, which are sold to mass
merchandisers and automotive specialty stores.  The air cylinders are
fabricated from components processed internally, including the stamped heads,
legs and handles and the blanked wraps.  The components are welded, painted,
tested and packaged as required.

REVIEW OF OPERATIONS
--------------------

The Company conducts its steel processing business in three operating
divisions - the Flat Rolled Products Division, the Rolling Mill Division, and
the Custom Products Division.  Each division is involved in the processing,
use and/or sale of flat rolled carbon steel.  The Company segregates its
operations on this product orientation basis to concentrate attention on its
commercial organization.  The Company is intent on maintaining and fine tuning
an efficient, responsive and low cost operating structure in order to service
its diverse customer base.

     Flat Rolled Products Division:
     -----------------------------

The Flat Rolled Products Division includes all of the Company's operations in
Catoosa, Oklahoma; Chattanooga, Tennessee; Gallatin County, Kentucky; Madison,
Illinois; and Pasadena, Texas; as well as the hot rolled steel cut-to-length
and slitting operation at the Company's Blytheville, Arkansas location.  The
Company operates cut-to-length equipment at all of these locations. The
Blytheville, Chattanooga, and Madison facilities also operate coil slitting
equipment.

     Blytheville, Arkansas:

The Company's Blytheville, Arkansas facility, which has access to the
Mississippi River, is located adjacent to Nucor Steel's Hickman, Arkansas flat
rolled mini-mill. The Company began operation at this location in October 1992
with a new, heavy gauge, cut-to-length line. The Company followed this
investment in June 1993 with the opening of a new, heavy gauge, slitting line.
These two processing lines comprise the nucleus of the Flat Rolled Products
Division's operation in Blytheville, which services customers such as service
centers, pipe and tube manufacturers, and metal building companies.

     Chattanooga, Tennessee:

Located in an industrial park on the Tennessee River, the Chattanooga,
Tennessee facility opened in July 1994 with a heavy gauge, cut-to-length line.
In April 1995 a new slitting line was added, and in June 1995 a new cut-to-
length line was installed, both of which were designed to process lighter
gauge cold rolled and pickled and oiled steel.  The Chattanooga facility
provides the Company access to markets in the southeastern United States,
servicing customers such as service centers, appliance and furniture
manufacturers, tube mills, and other end users of both hot rolled and cold
rolled steel.

     Madison, Illinois:

Located in the St. Louis metropolitan area with access to the Mississippi
River, the Madison, Illinois facility commenced operations in 1983. The
facility operates a cut-to-length line, acquired early in calendar 1996, to
primarily process lighter gauge flat rolled steel products.  The facility is
also equipped with a coil slitting line primarily used to process cold rolled
and pickled and oiled steel.  During 1996, the Company expanded this location
by constructing inside rail access to better facilitate the handling of cold
rolled products. The facility provides processed steel products to a diverse
group of customers, including metal fabricators, service centers and tube,
consumer durable and transportation equipment manufacturers.

     Catoosa, Oklahoma:

Located at the Port of Catoosa, near Tulsa, Oklahoma, the Catoosa facility is
situated on the western edge of the inland waterway system on the Arkansas
River.  This facility opened in 1978 and is equipped with a heavy gauge, cut-
to-length line that was purchased new in 1985.  An early 1996 expansion
included the addition of a cut-to-length line to process cold rolled and
pickled and oiled steel, as well as a doubling of the physical plant to allow
for inside coil storage.  The facility processes coils into sheets and plates,
primarily for heavy equipment manufacturers, manufacturers of tanks for
petroleum products and for wet and dry bulk storage, construction and metal
building companies.

Pasadena, Texas:

Located on a 20-acre tract of land on the shipping channel in Pasadena, Texas,
near Houston, this facility commenced operations in 1982.  The facility is
equipped with two heavy gauge cut-to-length lines.  One of these lines was
acquired in December 1994 and the second was added during 1998 to replace a
lower capacity line that had been in place since 1982.  The facility operates
its own unloading facility and is capable of directly discharging barges.  The
physical plant was also expanded in 1996, with the addition of a new climate
controlled warehouse used to store cold rolled steel master coils prior to
final sale in this facility's market territory.  The facility produces
processed hot rolled sheets and plates for manufacturers of heavy farm and
construction equipment, storage tanks, metal building companies, and various
energy related concerns and distributes unprocessed master coils of cold
rolled steel, primarily to manufacturers of metal drums.

     Gallatin County, Kentucky:

This facility is situated in Gallatin County, Kentucky, on a 20-acre tract of
land immediately adjacent to the Gallatin Steel mill, and with access to the
Ohio River.  The Company opened this location in May 1996 with a new, heavy
gauge, sheet and plate cut-to-length line.  The facility sells processed
sheets and plates to manufacturers servicing the transportation and heavy
machinery industries.

	Berkeley County, South Carolina:

The Company sold this Charleston-area facility, which operated a heavy gauge
cut-to-length line and a light gauge slitting line, on December 15, 1999. The
following factors contributed to the Company's decision to dispose of this
facility.  This location was the Company's only steel processing facility not
located on the inland waterway system.  As such, it was the least integrated
of the Company's locations with the rest of its operations.  This relative
isolation to the remainder of the Company's facilities contributed to
difficulties in competitively supplying this location from many of the
Company's domestic suppliers and from import sources.  All of the Company's
other steel processing facilities have their import supply delivered into the
United States at ports along the Gulf of Mexico (i.e., either New Orleans,
Louisiana or Houston, Texas).  Further, the Company desired to improve its
liquidity and reduce debt obligations, which were additional factors in the
decision to sell this facility.


     Rolling Mill Division:
     ---------------------

This Division is primarily focused on the production and processing of cold
rolled master coils from hot rolled steel coil substrate acquired from the
Company's various vendors. The Company is also actively pursuing the
conversion of as much as one-half of its cold rolling capacity to toll
conversion business on an ongoing basis.  The Division intends to emphasize
the use of its incremental available capacity to produce full hard cold rolled
coils, which serve as feedstock for producers of galvanized steel.
Emphasizing the sale of its cold reducing services on a toll conversion basis
should reduce the working capital needs of the Rolling Mill Division, simplify
material procurement and result in more consistent financial performance.

     Mill and pickling operations:

The Rolling Mill Division includes the Company's cold rolling, tempering and
pickling operations located in Blytheville, Arkansas. The Rolling Mill
Division produces: (1) pickled and oiled coils, (2) full hard cold rolled
coils, (3) fully annealed and tempered cold rolled coils, and (4) hot rolled
tempered coils. Both cold rolling and tempering are processes whereby the
thickness of the steel coil is reduced by passing it through pressure
reduction rolls.  Pickling removes mill scale from hot rolled steel by
subjecting the coils to hydrochloric acid cleansing.  The Rolling Mill
Division sells its master coil production to both end users or to sister
divisions of the Company, where such coils may be converted into cut-to-length
sheets or blanks, slit coils or stamped and fabricated parts prior to final
sale.

The Rolling Mill Division operates a four-high reversing mill, annealing
furnaces, and a temper mill for processing of cold rolled coils up to 60
inches wide.  This division has the capacity to produce up to 360,000 tons of
fully annealed cold rolled master coils on an annual basis, with additional
capacity available to produce full hard cold rolled coils.  Great emphasis has
been placed on enhancing the quality of cold rolled products produced since
the cold rolling mill was opened in 1995. Shape meter rolls and a new
filtration system were added to the reversing mill and an electrostatic oiler
was added to the temper mill during 1997 and 1998.

The Company has operated a push-pull coil pickling line in Blytheville since
June 1994.  A new coil pickling line with greater agitation and tension
recoiling capabilities became operational during 1998 at this division's
Blytheville location.  The new pickling line provides a higher quality
feedstock for use on the reversing mill or for sale to customers.  With this
addition, the Rolling Mill Division has the capacity to pickle and oil
approximately 900,000 tons of steel annually.

Since January 30, 1997, the Division has also operated a two-high hot rolled
steel tempering mill, and is looking to expand the use of this value-added
processing service through sale to end users or via tolling arrangements.

     Custom blanking and slitting:

As of January 1, 2000, the custom blanking and slitting business, formerly a
part of the Custom Products Division, was reassigned to the Rolling Mill
Division.  As a result, the Rolling Mill Division now operates the light
gauge, close tolerance slitting and blanking equipment that the Company
acquired new in 1996.  This equipment is designed to process galvanized, cold
rolled and pickled and oiled steel, all of which are readily available from
the Company or nearby from Nucor's new galvanizing mill in Hickman, Arkansas.

     Custom Products Division:
     ------------------------

The Company's cylinder manufacturing and assembly operation located in
Strafford, Missouri comprises the Custom Products Division. As of January 1,
2000, the Company's custom blanking and slitting business located in
Blytheville, Arkansas, formerly a part of the Custom Products Division, was
reassigned to the Rolling Mill Division.

     Strafford Facility:

Located in Strafford, Missouri, this facility is home for the Company's
cylinder operation, which produces approximately 1.0 million units annually.
These products include air cylinders used in tractor-trailer brake systems and
portable compressed air vessels used to fill inflatable objects such as
automobile tires, and for construction compressors.  The air cylinders are
fabricated from pickled steel components, including stamped heads, legs,
handles and blanked wraps, which have been processed at the Division's
Blytheville location prior to delivery to Strafford for final assembly,
welding and painting.  The Company installed an electrostatic, powder coating
paint system at this facility during fiscal 1996, resulting in higher product
quality and lower costs, as well as opening new markets for the Company.

     Blytheville, Arkansas:

During the 1999 second quarter, the Company elected to dispose of its third-
party metal stamping business.  The Company's stamping operation had not
performed up to management's expectations since its relocation to Blytheville
from Springfield, Missouri in 1996.  The Company incurred operating losses of
approximately $1.0 million in its stamping operations during 1999.  Certain
equipment related to this operation was sold during the third quarter of 1999
for approximately $.5 million.  However, the Custom Products Division
continues to utilize certain stamping equipment that produces components for
its air cylinder operations.

QUALITY CONTROL
---------------
The procurement of high quality steel from suppliers on a consistent basis is
critical to the Company's business.  Historically, about 2% of raw materials
have failed to conform to order specifications, with most of the nonconforming
raw material being diverted to less critical applications.  The Company has
instituted quality control measures to attempt to assure that the quality of
purchased raw material will allow the Company to meet the specifications of
its customers and to reduce the costs and inefficiencies of production
interruptions.  Physical and chemical analyses are performed on selected raw
materials to verify that their mechanical and dimensional properties,
cleanliness and surface characteristics meet the Company's requirements.  The
Company believes that maintenance of high standards for accepting raw
materials ultimately results in reduced return rates from its customers.
Similar analyses are conducted on processed steel on a selected basis before
delivery to the customer.  The Company also uses statistical process control
techniques to monitor its slitting process so management can document to
customers that required tolerances have been continuously maintained
throughout processing.  The Company also maintains a test laboratory at its
Blytheville facility to provide timely and economical testing and quality
certifications.

Certain of the Company's processing locations are also ISO certified.  The
Chattanooga, Tennessee and Madison, Illinois flat rolled products facilities
are ISO 9002 certified, as is the Strafford, Missouri air cylinder
manufacturing operation of the Custom Products Division.  The Rolling Mill
Division's cold rolling operation is presently in the pre-assessment phase,
with ISO certification expected sometime during the summer of 2000.  The
custom blanking and slitting facility located in Blytheville, Arkansas has
been recommended for ISO certification, and the Company expects to receive
this certification and approval sometime during the second quarter of 2000.

SUPPLIERS
---------
The Company purchases steel coils for processing at regular intervals from a
number of primary steel producers including AK Steel Corporation, Gallatin
Steel, National Steel Corporation, Nucor Corporation, Trico, and various
foreign suppliers (generally through trading companies).  The Company orders
steel to specified physical qualities and alloy content.  By purchasing in
large quantities at consistent predetermined intervals, the Company attempts
to purchase its raw materials at the lowest competitive prices for the quality
purchased.  The Company believes that it is not dependent on any one of its
suppliers for raw materials and that it has good relationships with its
suppliers.

MARKETING
---------
The Company's products and services are primarily sold by the Company's
network of inside and outside sales personnel.  The Company generally produces
its processed steel products to specific customer orders rather than for
inventory.  The Company generally does not enter into fixed-price sales
contracts with its steel processing customers with terms longer than three
months.  Many of the Company's customers commit to purchase on a quarterly
basis with the customer notifying the Company of specific release dates, as
they require the processed products. Customers typically notify the Company of
release dates anywhere from a just-in-time basis up to approximately three
weeks before the release date.  The Company is therefore required to carry
sufficient inventory of raw materials to meet the short lead-time and just-in-
time delivery requirements of its customers.  Because the Company ships most
steel processing orders on short lead-times, the amount of backlog at any
point is not significant.

The Company is also actively pursuing the conversion of as much as one-half of
its cold rolling capacity to toll conversion business on an ongoing basis.
Servicing these customer relationships is the responsibility of Rolling Mill
Division management, with support from the sales staff of this division.

CUSTOMERS AND DISTRIBUTION
--------------------------
Huntco sells its processed steel products to approximately 1,500 customers in
market areas reaching from the upper midwest, south to the Gulf of Mexico and
from the southeastern coastline, west to the Rocky Mountains.  The Company's
customer base is diverse and includes service centers and metal fabricators as
well as various storage tank, consumer durable, energy and transportation
related manufacturers.  The Company did not have any customers representing
more than 10% of net sales for 1999.  Steel service centers and distributors,
which represent the Company's largest single customer group, accounted for
over one-third of the Company's net sales for 1999.  The large geographic area
the Company services helps to minimize the adverse impact of regional economic
changes.

While the Company ships products throughout the United States, its customers
are primarily located in the midwestern and southern regions of the United
States.  Most of its steel processing customers are located within a 250-mile
radius of each of the Company's steel processing plants, facilitating an
efficient delivery system capable of handling a high frequency of short lead-
time orders.  The Company transports a major portion of its products directly
to customers via independent trucking firms, supplemented by rail and barge.
The Company believes that its long-term relationships with many of its
customers are a significant factor in its business and that pricing and
service capabilities are the most critical factors in maintaining these
relationships.

COMPETITION
-----------
Intermediate steel processing is a highly competitive industry in which
companies compete based on price, service and their ability to process and
deliver steel products based on short lead-time customer orders.  The Company
competes primarily with other intermediate steel processors.  Geographic
proximity to a customer is a significant factor.  Specific, reliable data
concerning the size of the market in products that the Company processes, by
region, generally is not available. The Company believes that it is a
significant competitor in all of the market areas it serves, and that it is
one of the larger companies specializing in the processing of flat rolled
carbon steel.  The Company's largest competitors currently include Cargill,
Inc., Feralloy Corp., Heidtman Steel Products Inc., and Metals USA, Inc.  The
primary competitors of the Company's Cold Mill are various foreign suppliers,
USX Corporation, Gulf States Steel, Worthington Industries and Nucor.

SEASONALITY
-----------
Shipping volumes are lowest during the November and December holiday periods,
and also tend to be slow during mid-summer as many of the Company's customers
schedule plant shutdowns for vacations.  These factors tend to result in lower
net sales and net income during these periods.  Quarterly results can also be
affected, either negatively or positively, by changing steel prices. Reference
should be made to the topic "Impact of changing steel prices on the Company's
results of operations" located within the "Risk Factors-2000 Outlook" portion
of "Management's Discussion and Analysis of Financial Condition and Results of
Operations" found under Item 7 of this Form 10-K.

GOVERNMENTAL REGULATION
-----------------------
The Company's processing centers and manufacturing facilities are subject to
many federal, state and local requirements relating to the protection of the
environment.  The Company continually examines ways to reduce emissions and
waste and to effect cost savings relating to environmental compliance.
Management believes that it is in material compliance with all laws, does not
anticipate any material expense to meet environmental requirements and
generally believes that its processes and products do not present any unusual
environmental concerns.  Expenditures incurred in connection with compliance
with federal, state and local environmental laws have not had, and are not
expected to have during the current calendar year, a material adverse effect
upon the capital expenditures, cash flows, earnings or competitive position of
the Company or any of its subsidiaries.

The Company's operations are also governed by laws and regulations relating to
workplace safety and worker health, principally the Occupational Safety and
Health Act and regulations thereunder which, among other requirements,
establish noise and dust standards.  Management believes that it is in
material compliance with these laws and regulations and does not believe that
future compliance with such laws and regulations will have a material adverse
effect on its results of operations, cash flows, or financial condition.

EMPLOYEES
---------
As of December 31, 1999, the Company employed 604 people.  None of the
Company's employees are covered by collective bargaining agreements.  The
Company has never experienced a significant work stoppage and considers its
employee relations to be good.


ITEM 2.  PROPERTIES
-------------------
Reference should be made to the "REVIEW OF OPERATIONS" information found
within ITEM 1 (which is incorporated into this ITEM 2 by reference) for a
further discussion of the Company's operating plant facilities.  The following
sets forth certain additional information with respect to each of these
facilities:

<TABLE>
<CAPTION>
                                Square
          Utilization           Footage             Owned or leased
------------------------------  -------  -------------------------------------
FLAT ROLLED PRODUCTS DIVISION:

     Blytheville:
     -----------
<S>                             <C>      <C>
Cutting-to-length                80,000  Capital lease ($100 purchase option).
Slitting                                 Owned equipment.
Tension leveling, shape
 correction or elongation
Gauge verification and testing
Coil storage

     Chattanooga:
     -----------
Cutting-to-length               126,000  Owned.
Slitting
Tension leveling
Coil storage
Gauge verification and testing

     Gallatin County:
     ---------------
Cutting-to-length                65,000  Owned.
Tension leveling
Coil storage
Gauge verification and testing

     Pasadena:
     --------
Cutting-to-length                45,000  Owned.
Gauge verification and testing
Humidity controlled coil storage 21,000  Owned.
Barge unloading equipment

     Madison:
     -------
Cutting-to-length               128,000  Owned.
Slitting
Tension leveling
Coil storage
Gauge verification and testing

     Catoosa:
     -------
Cutting-to-length                80,000  Owned improvements on leased land.
Tension leveling
Coil storage
Gauge verification and testing

ROLLING MILL DIVISION:
---------------------
     Blytheville:
     -----------
Push-pull coil pickling          30,000  Owned improvements on capital
Coil warehouse and storage       32,000   lease of land.
Second coil pickling line        96,000  Leased equipment with fair value
                                          purchase option; other owned
                                          improvements on capital lease of
                                          land.

Cold rolling, annealing         194,000  Lease with $100 purchase option (1).
 and tempering                           Certain annealing furnaces leased
                                          with fair value purchase options.


Heavy gauge tempering           130,000  Leased facility and equipment, with
Gauge verification and testing            certain fair value purchase options.

Cutting-to-length, blanking     152,000  Leased facility with $100 purchase
 and slitting                             option (1).

CUSTOM PRODUCTS DIVISION:
------------------------
     Strafford:
     ---------
Gauge verification and testing  100,000  Owned.
Cylinder Assembly
Welding
Painting

     Blytheville:
     -----------
Stamping for cylinder assembly  (located within 152,000 square foot building
                                 listed above under the Rolling Mill Division)

(1) These leases represent arrangements under which title is held by the municipality
involved for tax abatement purposes and are considered capital leases, whereby the
underlying lease obligation of the operating subsidiary (i.e., Huntco Steel) is owed
to the Company's Huntco Nevada, Inc. finance subsidiary.  As such, these amounts are
eliminated in consolidation, and such property is reflected as owned property on the
Company's consolidated balance sheet.

</TABLE>

The above facilities are well maintained and in good operating condition.
With respect to capacity and utilization, most of the Company's facilities
operate an average of approximately 2 shifts per day on a five-day per week
basis.  However, the Rolling Mill Division's cold rolling, annealing and light
gauge tempering equipment is expected to operate on a continuous seven-day per
week basis later in calendar year 2000.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------
From time to time, the Company is named as a defendant in legal actions
arising out of the normal course of business.  The Company is not currently a
party to any pending legal proceedings other than routine litigation
incidental to the business.  Management believes the resolution of such
matters will not have a material adverse effect on the Company's results of
operations, cash flows or financial condition.  The Company maintains
liability insurance against risks arising out of the normal course of
business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
No matters were submitted to the security holders of the Company during the
three months ended December 31, 1999.

EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
      Name            Age                       Office
  ------------        ---    -------------------------------------------------
B. D. Hunter          70     Chairman of the Board and Chief Executive Officer
Robert J. Marischen   47     Vice Chairman & President
Anthony J. Verkruyse  41     Vice President, Chief Financial Officer,
                              Secretary and Treasurer

B. D. Hunter is the Chairman of the Board and Chief Executive Officer of the
Company, a position he has held since May 1993.

Robert J. Marischen has held the office of President of the Company since
January 1999, and has been Vice Chairman of the Board since May 1993. From May
1993 until October 1999, Mr. Marischen also served as the Company's Chief
Financial Officer.

Anthony J. Verkruyse has been Chief Financial Officer of the Company since
October 1999.  Mr. Verkruyse continues to serve as Vice President, Secretary
and Treasurer of the Company, positions he has held since May 1993.

The individuals identified above as executive officers of the Company have
been appointed to serve as such until their respective successors are duly
elected and have qualified, or until their earlier death, resignation or
removal.

                                   PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------
Class A common stock of the Company is traded on the New York Stock Exchange,
under the symbol "HCO".  As of December 31, 1999, there were approximately 71
holders of record of the Company's Class A common stock.

The only other class of common equity authorized for issuance under the
Company's Restated Articles of Incorporation (the "Articles") is Class B
common stock (the "Class B Shares").  All of the Company's outstanding
3,650,000 Class B Shares are held by Huntco Acquisitions Holding, Inc. and
Huntco Farms, Inc., corporations controlled by Mr. B. D. Hunter, the Company's
Chairman of the Board and Chief Executive Officer.

There is no established public trading market for the Class B Shares.  The
Articles provide that the Class B Shares are not transferable except:  (i)
upon conversion into Class A Shares; (ii) to the Company for cancellation; or
(iii) to any "Hunter Affiliate" or any member of the "Hunter Group", as those
terms are defined in the Articles.

The table below shows the Company's quarterly high and low Class A common
stock sales prices as reported by the New York Stock Exchange, and quarterly
per share dividend amounts paid on the Class A common stock and the Class B
common stock for the periods presented.

<TABLE>
<CAPTION>
                                               High     Low     Dividends
                                              ------   ------   ---------
  <S>                                         <C>      <C>        <C>
  Quarter ended March 31, 1998                16.6250  14.3125     -
  Quarter ended June 30, 1998                 14.5625  11.8125    .035
  Quarter ended September 30, 1998            11.7500   6.7500    .035
  Quarter ended December 31, 1998              6.8750   3.2500    .035

  Quarter ended March 31, 1999                 6.0000   2.5000    .035
  Quarter ended June 30, 1999                  4.4375   2.4375     -
  Quarter ended September 30, 1999             4.4375   2.7500     -
  Quarter ended December 31, 1999              3.5000   2.0625     -

</TABLE>

Future common dividends may or may not be declared, at the discretion of the
Board of Directors, depending on restrictions imposed by the Company's
revolving credit agreement, industry conditions, evaluation of the Company's
performance and current liquidity situation.  The Company's new revolving
credit agreement executed on April 15, 1999 contains restrictions on the
Company's ability to declare and pay common dividends.  Pursuant to the terms
of such revolving credit agreement, the Company was not in a position to
declare and pay common dividends during the second, third or fourth quarter of
1999.


<PAGE>
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA
---------------------------------------------
<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS DATA  (in thousands, except per share amounts):

                                                         Eight months
                                       Year ended           ended         Year Ended April 30,
                                       December 31,      December 31, ----------------------------
                                     1999        1998       1997 (1)    1997      1996       1995
                                   -------    --------    --------    -------   -------    -------
<S>                                 <C>         <C>        <C>         <C>       <C>       <C>
Net sales                           $349,947    $391,181   $246,324    $326,563  $264,087  $197,195
Cost of sales                        332,215     369,864    227,871     294,455   245,863   171,521
                                     -------     -------    -------     -------   -------   -------
Gross profit                          17,732      21,317     18,453      32,108    18,224    25,674
Selling, general and
 administrative expenses              19,062      19,939     11,757      15,383    13,147     9,638
Non-recurring loss on
 sale of plant facility                1,720(2)     -          -           -         -         -
                                     -------     -------    -------     -------   -------   -------
Income (loss) from operations         (3,050)      1,378      6,696      16,725     5,077    16,036
Interest, net                        (10,140)     (8,113)    (5,194)     (6,239)   (3,268)        5
                                     -------     -------    -------     -------   -------   -------
Income (loss)
 before income taxes                 (13,190)     (6,735)     1,502      10,486     1,809    16,041
Provision (benefit)
 for income taxes                     (4,687)     (2,444)       486       3,997       701     6,037
                                     -------     -------    -------     -------   -------   -------
Net income (loss) before
 extraordinary item                   (8,503)     (4,291)     1,016       6,489     1,108    10,004
Extraordinary item, net of tax        (2,644)(3)     -          -           -         -        -
                                     -------     -------    -------     -------   -------   -------
Net income (loss)                    (11,147)     (4,291)     1,016       6,489     1,108    10,004
Preferred dividends                      200         200        133          50       -        -
                                     -------     -------    -------     -------   -------   -------
Net income (loss) available
 for common shareholders            $(11,347)    $(4,491)   $   883     $ 6,439   $ 1,108   $10,004
                                    ========     =======    =======     =======   =======   =======

Earnings (loss) per common share
 (basic and diluted, except as noted):
 Net loss before extraordinary item   $ (.97)     $(.50)     $ .10       $ .72     $ .12    $1.12(4)
 Extraordinary item, net of tax         (.30)(3)    -          -           -         -         -
                                      ------      -----      -----       -----     -----    -----
 Net earnings (loss) per common share $(1.27)     $(.50)     $ .10       $ .72     $ .12    $1.12(4)
                                      ======      =====      =====       =====     =====    =====

Weighted average common shares outstanding:
 Basic                                 8,942      8,942      8,942       8,942     8,942    8,940
 Diluted                               8,942      8,942      8,951       8,942     8,948    9,048

Common cash dividends per share        $ .04      $ .11      $ .11       $ .14     $ .12    $ .10


(1) On October 23, 1997, the Company filed a Form 8-K announcing that it had determined to change its
fiscal year end from April 30 to a calendar year.  As a result, the Company reported an eight-month
transition period ended December 31, 1997, in order to change to a calendar year end.

(2) On December 15, 1999, the Company sold its South Carolina steel processing facility and related
inventory, resulting in a non-recurring loss on sale of plant facility.

(3) Incurred in connection with the early retirement of the Company's previously outstanding long term
debt agreements on April 15, 1999.

(4) $1.11 diluted earnings per common share for the year ended April 30, 1995.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
BALANCE SHEET DATA  (in thousands):
                                            December 31,                      April 30,
                                    ---------------------------        ------------------------
                                    1999        1998       1997        1997      1996      1995
                                  -------     -------    -------     -------   -------   -------
<S>                              <C>         <C>         <C>         <C>       <C>       <C>
Working capital                  $ 76,277    $ 71,028    $ 84,182    $ 79,502  $ 62,305  $ 84,046
Total assets                      256,734     293,231     285,265     307,318   222,437   209,898
Short-term debt
 and current maturities               248       7,352         209         189       189       371
Long-term debt
 (net of current portion)         105,470     102,555     110,730     100,877    73,066    68,505
Preferred stock                     4,500       4,500       4,500       4,500      -         -
Common shareholders' equity        99,414     111,074     116,505     116,561   111,366   111,252

</TABLE>

<PAGE>

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

2000 OUTLOOK:
------------
Early in the 2000 fiscal year the Company secured several commitments for toll
conversion at its cold rolling mill, and is negotiating and conducting trials
for additional commitments.  The Company expects these commitments to commence
around the beginning of the second quarter, ramping up to a level of
approximately 15,000 tons per month by the middle of 2000.  Included is an
anticipated 10,000 tons per month of full hard cold rolled steel, which
product utilizes previously unsold capacity on the Company's coil pickling
lines and on the cold rolling mill itself.  This incremental business is
expected to increase the Company's cold rolled product sales to over 30,000
tons per month.  The Company's objective is to convert up to one-half of its
cold rolling capacity to toll conversion business on an ongoing basis.  This
is expected to reduce working capital needs for the Rolling Mill Division,
simplify material procurement and to result in more consistent financial
performance.  The Company believes that its recent successes in this area
provide evidence of the significant improvements made in product quality and
service capabilities in its cold rolling operation.

The addition of a significant complement of full hard cold rolled business,
which utilizes previously unsold capacity, should further lower the Company's
conversion costs due to higher absorption of fixed costs and should increase
the Company's ability to compete at more acceptable levels of profitability
within its cold rolling operation.  This change in the Company's sales mix
along with generally improving market conditions cause the Company to believe
that its Rolling Mill Division could achieve pretax profitability by the end
of the 2000 first quarter, with continuing improvement expected over the
balance of 2000.

The largest component of the Company's processing business, the Flat Rolled
Products Division, was solidly profitable during 1999, especially during the
second half of the year, and is expected to be so throughout 2000.  The
Company's cylinder operations, which are included in its Custom Products
Division, achieved record sales and earnings in 1999, and are expected to
generate consistent earnings during 2000.

RISK FACTORS - 2000 OUTLOOK:
---------------------------
This Annual Report contains certain statements that are forward-looking and
involve risks and uncertainties.  Words such as "expects," "anticipates,"
"projects," "estimates," "plans," "believes," and variations of such words and
similar expressions are intended to identify such forward-looking statements.
These statements are based on current expectations and projections concerning
the Company's plans for 2000 and about the steel processing industry in
general, as well as assumptions made by Company management and are not
guarantees of future performance.  Therefore, actual events, outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking statements.  Achievement of these forward-looking results is
dependent upon numerous factors, circumstances and contingencies, certain of
which are beyond the control of the Company.  Certain of the more important
factors that the Company believes could cause actual results to differ
materially from the forward-looking data presented include:

     Changing steel prices:

Changing steel prices can cause the Company's results of operations and
financial position to fluctuate significantly. The Company's principal raw
material is flat rolled carbon steel coils.  The steel industry is highly
cyclical in nature and prices for the Company's raw materials are influenced
by numerous factors beyond the control of the Company, including general
economic conditions, competition, labor costs, import duties and other trade
restrictions and currency exchange rates.

To respond promptly to customer orders for its products, the Company maintains
a substantial inventory of steel coils in stock and on order.  The Company's
commitments for steel purchases are generally at prevailing market prices in
effect at the time the Company places its orders.  The Company generally does
not enter into long-term, fixed-price steel purchase contracts, and does not
normally enter into fixed-price sales contracts with its steel processing
customers with terms longer than three months.  With respect to the cold
rolled toll conversion business being pursued by the Company, these processing
commitments may be for as long as one year.  However, the Company is not
exposed to inventory price fluctuations in such instances as it does not take
title to the hot rolled steel coil feedstock utilized in such toll conversion
business.

As steel producers change the effective selling price for the Company's raw
materials, competitive conditions may influence the amount of the change, if
any, in the Company's selling prices to its customers.  Changing steel prices
could therefore affect the Company's net sales and results of operations,
particularly as it liquidates its inventory position.  The Company believes
that a major portion of the effect of a steel price change on results of
operations is likely to be experienced within three months of the effective
date of the change.  When a series of steel price changes occurs, or the
Company's inventories are at greater than normal levels at the time of such
steel price changes, the period in which operating results may be affected can
extend beyond a three-month period of time.  Accordingly, the Company believes
that comparisons of its quarterly results of operations are not necessarily
meaningful in periods of changing steel prices.

Steel prices charged by the primary producers of hot rolled steel coils, both
domestic and foreign, have been extremely volatile over the previous three
years.  No assurance can be given that volatility in steel prices will not
again negatively impact the Company's results of operations.

     Continued internal growth:

The Company may not succeed in further developing its pickling, cold rolling,
and hot roll tempering operations in Blytheville, Arkansas.  Successful
development of these business units requires the Company to develop new
customers, in new market territories, and absolute assurance cannot be given
that this will occur on the timetable that the Company expects, if ever. The
Company is attempting to convert a significant portion of its cold rolling
capacity to toll conversion as opposed to direct steel sales.  There is no
guarantee that the Company will be successful in these attempts or that the
toll conversion business will be more profitable or sustainable over the long-
term than direct steel sales.

     Competition:

The principal markets served by the Company are highly competitive.  The
Company has different competitors within each of its product lines.
Competition is based principally on price, service, production and delivery
scheduling.

     Cyclical demand for Company products:

Many of the Company's steel processing products are sold to industries that
experience significant fluctuations in demand based on economic conditions,
energy prices or other matters beyond the control of the Company.  Over the
past five years the Company has either increased or substantially maintained
the amount of steel it has sold and processed.  However, no assurance can be
given that the Company will be able to increase or maintain its level of tons
shipped, especially in periods of economic stagnation or downturn.

     Liquidity:

The Company's liquidity can be significantly impacted by domestic and global
competitive conditions surrounding raw material inventory supply and sourcing
issues for steel purchases.  The Company's investment in raw material
inventories is substantially lower when it is able to obtain sufficient
quantities of hot rolled steel coils at competitive prices from domestic
sources.  Greater lead times are typically required to place orders and
receive shipment from foreign concerns than from the Company's domestic
suppliers.  However, the resulting need to invest greater amounts of the
Company's liquidity into raw material inventories is oftentimes necessary when
such import sources offer similar product at more competitive prices than are
available domestically.  During such times of higher import requirements, the
Company is faced with committing a greater amount of its liquidity to its
inventory.

Interest rates:

Borrowings under the Company's revolving credit agreement are at interest
rates that float generally with the prime rate or with LIBOR.  The level of
interest expense incurred by the Company under the revolving credit agreement
will therefore fluctuate in line with changes in these rates of interest and
based upon outstanding borrowings under the revolving credit agreement.

RESULTS OF OPERATIONS:
---------------------
The Company reported an eight-month transition period ending December 31,
1997, in order to change from an April 30 to a calendar year end.  The
following table sets forth comparative consolidated statements of operations
for the years ended December 31, 1999 ("1999"), 1998 ("1998") and unaudited
1997 ("1997"), as well as for the eight month transition period ended December
31, 1997 ("TP97" or "transition period") and the corresponding unaudited
period in 1996 ("TP96"):

<TABLE>
<CAPTION>
                                   Consolidated Statements of Operations for the
                                   ---------------------------------------------
                                                                     Eight months
                                     Year ended December 31,      ended December 31,
                                  1999       1998       1997       1997       1996
                                (audited)  (audited) (unaudited) (audited) (unaudited)
                                 -------    -------   ---------   -------   ---------
                                      (in thousands, except per share amounts)

<S>                              <C>        <C>        <C>        <C>        <C>
Net sales                        $349,947   $391,181   $366,553   $246,324   $206,334
Cost of sales                     332,215    369,864    337,574    227,871    184,751
                                  -------    -------    -------    -------    -------
Gross profit                       17,732     21,317     28,979     18,453     21,583
Selling, general and
 administrative expenses           19,062     19,939     17,060     11,757     10,082
Non-recurring loss on
 sale of plant facility             1,720        -          -          -          -
                                  -------    -------    -------    -------    -------
Income (loss) from operations      (3,050)     1,378     11,919      6,696     11,501
Interest, net                     (10,140)    (8,113)    (7,550)    (5,194)    (3,883)
                                  -------    -------    -------    -------    -------
Income (loss) before income taxes (13,190)    (6,735)     4,369      1,502      7,618
Provision (benefit)
 for income taxes                  (4,687)    (2,444)     1,579        486      2,904
                                  -------    -------    -------    -------    -------
Net income (loss) before
 extraordinary item                (8,503)    (4,291)     2,790      1,016      4,714
Extraordinary item, net of tax     (2,644)       -          -          -          -
                                  -------    -------    -------    -------    -------
Net income (loss)                 (11,147)    (4,291)     2,790      1,016      4,714
Preferred dividends                   200        200        183        133        -
                                  -------    -------    -------    -------    -------
Net income (loss) available
 for common shareholders         $(11,347)   $(4,491)   $ 2,607    $   883    $ 4,714
                                  =======    =======    =======    =======    =======
Earnings (loss) per common share
 (basic and diluted):
 Net income (loss) before
  extraordinary item               $ (.97)     $(.50)     $ .29      $ .10      $ .53
 Extraordinary item, net of tax      (.30)        -          -          -          -
                                    -----      -----      -----      -----      -----
Net income (loss) per common
 share (basic and diluted)         $(1.27)     $(.50)     $ .29      $ .10      $ .53
                                    =====      =====      =====      =====      =====
</TABLE>

     1999 COMPARED TO 1998:

Net sales for the year ended December 31, 1999 were $349.9 million, a decrease
of 10.5% in comparison to net sales of $391.2 million for the year ended
December 31, 1998. The Company's lower net sales are primarily the result of
declining selling prices.  The effect of historically high imports of steel
products into the United States during late 1998 and early 1999 resulted in
significant declines in selling values realized by the Company and the steel
processing industry in general.  The Company's average per ton selling values
declined 9.2% for 1999 in comparison to 1998, although steel pricing slowly
recovered after the first half of 1999.

Also reflected in the lower net sales for 1999 were reduced direct sales
volumes.  Direct (i.e., non-tolling) sales volume measured in tons shipped
decreased 2.1% for 1999.  The Company processed and shipped 1,203,972 and
1,208,255 tons of steel in 1999 and 1998, respectively.  Approximately 23.9%
and 22.5% of the tons processed in 1999 and 1998, respectively, represented
customer-owned material processed on a per ton, fee basis. Processing
customer-owned material generally results in lower revenues per ton, but
higher gross profit expressed as a percentage of net sales, in comparison to
when the Company processes and sells its own steel inventory.  The Company
sold 257,780 and 261,914 tons of cold rolled products in 1999 and 1998,
respectively.

Gross profit, expressed as a percentage of net sales, was 5.1% and 5.5% for
1999 and 1998, respectively. The gross profit margin percentages realized by
the Company steadily increased after bottoming out in the fourth quarter of
1998 and the first quarter of 1999, as steel pricing and sales and production
volumes slowly recovered from the depressed levels of late 1998 and early
1999. The lower year-over-year gross profit percentage reflects the
devastating impact that steel selling price declines had on the Company in
early 1999, especially in cold rolled steel product pricing and volumes.

Selling, general and administrative ("SG&A") expenses of $19.1 million for
1999 reflect a decrease of $0.8 million from the prior year.  This decrease is
the result of management's efforts to streamline its administrative efforts
between 1998 and 1999.  During 1999, the Company centralized certain of its
management and administrative functions at its corporate office towards this
end.  SG&A expenses expressed as a percentage of net sales increased year over
year from 5.1% during 1998 to 5.4% during 1999, primarily reflecting the
decline in net sales noted above.  Certain of the Company's SG&A expenses are
fixed and do not decline with a drop in selling values or volumes.

Income (loss) from operations was also negatively impacted during 1999 by
losses incurred during the first six months of 1999 related to the operation
of the Company's third-party metal stamping business conducted in Blytheville,
Arkansas, as well as the the fourth quarter non-recurring loss on the sale of
the Company's South Carolina steel processing facility. The Company's third-
party stamping operation had not performed up to management's expectations
since its relocation to Blytheville in 1996.  The Company incurred operating
losses of $1.0 million in its stamping operations prior to the disposition of
related equipment in mid-1999. However, the Company continues to utilize
certain stamping equipment in the production of components for its air
cylinder operations.  On December 15, 1999, the Company sold its South
Carolina facility and related inventory to Feralloy Corporation. The Company
recognized a non-recurring loss of $1.7 million, before income tax benefits,
on the sale of its South Carolina facility, which loss included certain
liabilities and contractual obligations incurred by the Company.

The Company recognized a $3.1 million loss from operations in 1999, which
compares to 1998's income from operations of $1.4 million.  This decrease
reflects the factors discussed in the preceding paragraphs.

Net interest expense of $10.1 million was incurred during 1999, an increase of
$2.0 million over the prior year.  This increase was the result of generally
higher 1999 borrowings to support higher working capital levels, especially
early in 1999, as well as lower capitalized interest during 1999 versus 1998,
as substantially all of the Company's capital projects have been placed into
service.  The Company capitalized $1.2 million of interest costs to
construction in progress in 1998, versus none for 1999.

The effective income tax (benefit) rates experienced by the Company were
(35.5)% and (36.3)% for 1999 and 1998, respectively.  These rates reflect the
impact of non-deductible expenses, such as goodwill amortization, as well as
the recognition of certain state income tax benefits during both years.

The Company incurred an extraordinary charge of $2.6 million, net of income
tax benefits of approximately $1.4 million related to the early retirement of
its primary long-term debt obligations on April 15, 1999.  See LIQUIDITY AND
CAPITAL RESOURCES below for a further discussion of this matter.

During 1999 the Company incurred a net loss for common shareholders of $11.3
million, or $1.27 per share both basic and diluted, which compares to a 1998
net loss for common shareholders of $4.5 million, or $.50 per share both basic
and diluted.  Included in the 1999 net loss is an extraordinary charge of $2.6
million ($.30 per share both basic and diluted) incurred during the Company's
second quarter in connection with the early retirement of the Company's
previously outstanding long term debt agreements.  The 1999 net loss also
includes the non-recurring loss on the sale of the South Carolina facility of
$.12 per share (both basic and diluted), net of related tax benefits,
recognized by the Company during the fourth quarter of 1999. The remaining
changes reflect the factors discussed in the preceding paragraphs.

     1998 (AUDITED) COMPARED TO 1997 (UNAUDITED):

Net sales for 1998 were $391.2 million, an increase of 6.7% over the prior
year's net sales of $366.6 million.  The improvement in net sales is
attributable to increased levels of tons processed.  The Company processed
1,208,255 tons of steel during 1998, an increase of 10.7% in comparison to
1997.  A substantial portion of this tonnage increase occurred at the
Company's new South Carolina facility.

Direct (i.e., non-tolling) sales volume measured in tons shipped increased
12.1% for 1998 versus 1997, the vast majority of which increase occurred in
the first half of 1998. Tolling volume increased 6.1% year over year, but
declined sharply in the last half of 1998. Approximately 22.5% and 23.5% of
the tons processed in the years ended December 31, 1998 and 1997, represented
customer-owned material processed on a per ton, fee basis. In addition, the
Company sold 261,914 and 216,028 tons of cold rolled products during 1998 and
1997, which rate of increase also slowed considerably in the last half of
1998.

The volume slowdown during the second half of 1998 reflected lower shipping
volumes, primarily at the Company's Blytheville, Arkansas facility, where the
Company experienced a slow-down in its tolling volume, and lower sales levels
for processed hot rolled steel products and cold rolled master coil sales.
Tons shipped from the Blytheville facility can represent up to 50% of the
Company's total shipments.  The reduced level of tolling volume at Blytheville
reflected a move to off-shore purchasing by certain of the Company's tolling
customers, who traditionally bought from the Nucor mill at Hickman, Arkansas
and used the Company's Blytheville facility for toll slitting and pickling,
and increased competition for toll pickle business.

Also negatively impacting volume levels and the Company's total net sales was
the rapid deterioration in steel prices.  An environment of steel price
declines typically encourages delays in purchases by the Company's customers,
as they wait for prices to find their lowest levels before reentering the
market for needed supply.  This was especially acute in the markets served by
the Company's cold rolling mill located at its Blytheville facility.  Weighted
average per ton selling values declined 6.3% for 1998 versus 1997, with
softness in selling values continuing into early 1999.

Gross profit, expressed as a percentage of net sales, declined from 7.9% in
1997 to 5.5% for 1998, primarily reflecting lower steel prices throughout the
year and lower sales and production volumes during the second half of 1998,
especially at the Company's Blytheville facility.

With respect to the Company's Blytheville facility, lower production volume at
the cold rolling operation, combined with an extremely weak pricing
environment for cold rolled products, resulted in a pretax loss of
approximately $2.8 million from cold rolling operations in the 1998 fourth
quarter. The poor market fundamentals for cold rolled products at the end of
1998 was the result of high levels of foreign cold rolled steel available in
the Company's market territories at extremely depressed prices. Further, the
Company's metal stamping and custom slitting and blanking operations caused
pretax losses of approximately $2.5 million in the balance of the Company's
Blytheville operations in the 1998 fourth quarter due to low pricing and low
utilization of equipment.

In addition to the negative results incurred during the fourth quarter at its
Blytheville facility, the Company's Madison facility incurred a pretax loss of
approximately $.7 million during the 1998 fourth quarter relating to the sale
of one of the slitters operated at this plant and liquidation of related
inventory.

Selling, general and administrative ("SG&A") expenses of $19.9 million for
1998 reflected an increase of $2.9 million over the prior year.  This increase
was attributable to the higher level of business activity conducted throughout
the Company.  SG&A expenses expressed as a percentage of net sales also
increased year over year from 4.7% during 1997 to 5.1% during 1998.  Staffing
of the Company's operations for anticipated higher business activity levels,
versus the lower selling value and reduced volume levels experienced in the
latter half of 1998 contributed to this percentage increase.

Income from operations was $1.4 million in 1998, a decrease of $10.5 million
from 1997's income from operations of $11.9 million.  This decrease reflects
the factors discussed in the preceding paragraphs.

Net interest expense of $8.1 million was incurred during 1998, an increase of
$.6 million over the prior year.  This increase was the result of generally
higher 1998 borrowings to support higher working capital levels, as well as
lower capitalized interest during 1998 versus 1997, as substantially all of
the Company's capital projects have been placed into service.  The Company
capitalized $1.2 million of interest costs to construction in progress in 1998
versus $1.4 million for 1997.

The effective income tax (benefit) rates experienced by the Company were
(36.3)% and 36.1% for 1998 and 1997, respectively.  These rates reflect the
impact of non-deductible expenses, such as goodwill amortization, as well as
the recognition of certain state income tax benefits during both years.

The Company incurred a net loss for common shareholders of $4.5 million, or
$(.50) per share both basic and diluted, for 1998.  During 1997, the Company
generated net income available for common shareholders of $2.6 million, or
$.29 per share both basic and diluted.  These decreases reflect the factors
discussed in the preceding paragraphs.

     TRANSITION PERIOD -- EIGHT MONTHS ENDED DECEMBER 31, 1997 (AUDITED)
     COMPARED TO EIGHT MONTHS ENDED DECEMBER 31, 1996 (UNAUDITED):

Net sales for TP97 were $246.3 million, an increase of 19.4% over the TP96's
net sales of $206.3 million.  The improvement in net sales was primarily
attributable to increased levels of tons processed.  The Company processed
744,468 tons of steel during TP97, an increase of 23.3% in comparison to the
eight months ended December 31, 1996.  A substantial portion of this tonnage
increase occurred at the Company's Blytheville facility (both processing and
cold rolled sales), and at its new South Carolina facility.

Approximately 24.5% of the tons processed during TP97 represented customer-
owned material processed on a per ton, fee basis.  For the eight months ended
December 31, 1996, approximately 22.3% of the tons processed by the Company
represented customer-owned material.

Reflecting lower cost material available in the Company's markets, average per
ton selling values declined approximately 2.7% for TP97, as compared to TP96.

The Company's gross profit margins came under pressure late in TP96, and this
margin pressure extended into and throughout TP97.  The narrowing of gross
profit margins was partially attributable to higher domestic prices incurred
by the Company for its primary raw material, hot rolled steel coils, as
significant quantities of lower priced imported material became available in
its market territories.  Gross profit was also negatively impacted during TP97
due to production inefficiencies realized by the Company at its recently
relocated Blytheville stamping operation, as well as additional costs incurred
in conjunction with the ramp-up of the Company's newly expanded cold rolling
capacity.  As a result of these gross margin pressures, gross profit expressed
as a percentage of net sales dropped to 7.5% for TP97, versus 10.5% for TP96.

SG&A expenses of $11.8 million for TP97 reflected an increase of $1.7 million
over TP96.  However, the Company's SG&A expenses expressed as a percentage of
net sales remained relatively steady.  During TP97, SG&A expenses expressed as
a percentage of net sales decreased only .1 percentage point from the 4.9% of
net sales figure realized for the eight months ended December 31, 1996.  The
increase in SG&A expenses was attributable to the higher level of business
activity conducted throughout the Company, inclusive of the new Kentucky and
South Carolina facilities.

Income from operations was $6.7 million in TP97, a decrease of $4.8 million
from TP96's income from operations of $11.5 million.  This decrease reflects
the factors discussed in the preceding paragraphs.

Net interest expense of $5.2 million was incurred during TP97, an increase of
$1.3 million over TP96.  This increase was the result of higher transition
period borrowings on the Company's revolving credit facility to support higher
working capital levels, as well as lower amounts of capitalized interest.  The
Company capitalized $.8 million of interest costs to construction in progress
during TP97, versus $.9 million for the eight months ended December 31, 1996.

The effective income tax rate experienced by the Company was 32.4% during
TP97, which is lower than the 38.1% rate recognized by the Company during
TP96, due to certain state income tax benefits recorded by the Company during
TP97.

Net income available for common shareholders for TP97 was $.9 million, or $.10
per share, which amounts decreased from net income available for common
shareholders for the eight months ended December 31, 1996 of $4.7 million, or
$.53 per share.  These decreases reflect the factors discussed in the
preceding paragraphs, as well as the accrual of preferred dividends of $.1
million during TP97, related to preferred stock issued subsequent to the end
of TP96.

     FISCAL YEAR ENDED APRIL 30, 1997 ("FY97") COMPARED TO FISCAL YEAR ENDED
     APRIL 30, 1996 ("FY96"):

Net sales for FY97 were $326.6 million, an increase of 23.7% over the prior
year's net sales of $264.1 million.  The improvement in net sales was
attributable to increased levels of tons processed.  The Company processed a
record 941,545 tons of steel in FY97, an increase of 22.0% in comparison to
FY96.  A substantial portion of this tonnage increase related to the sale of
cold rolled products, which sales volume increased 98.4% over the prior year
to 181,313 cold rolled tons for FY97.  This increase was somewhat offset by
lower sales prices, as average per ton selling values declined approximately
0.7% when comparing FY97 to FY96.

Approximately 22.2% of the tons processed during FY97 represented customer-
owned material processed on a per ton, fee basis, versus approximately 23.9%
during FY96.

The Company's gross profit margins came under pressure late in the second
quarter of FY97, and this margin pressure extended through the balance of the
fiscal year.  The narrowing of gross profit margins during the second half of
FY97 was primarily due to higher domestic prices incurred by the Company for
its primary raw material, hot rolled steel coils, as significant quantities of
lower priced imported material became available in its market territories.

Gross profit margins were negatively impacted during FY97 due to costs
stemming from the start-up of new plants, primarily the relocated Blytheville
stamping operation and the new Kentucky and South Carolina facilities.  In
addition, shipments declined during the Company's third quarter of FY97 as
Coil-Tec, Inc. liquidated a substantial amount of hot-rolled steel inventory
in the Company's market territories prior to the sale of certain of its
operating assets to the Company on January 30, 1997.  This volume decline
served to reduce the absorption of fixed manufacturing costs during the third
quarter of FY97, contributing to lower gross profit margins realized by the
Company.

Despite these gross margin pressures, gross profit expressed as a percentage
of net sales increased to 9.8% for FY97, versus 6.9% for FY96.  However, the
improvement in the Company's gross profit percentage was attributable to a
very low gross profit percentage in FY96 caused primarily by declining steel
prices and start-up expenses related to the Company's cold rolling mill.

SG&A expenses of $15.4 million for FY97 reflect an increase of $2.2 million
over the prior year.  However, SG&A expenses declined as a percentage of net
sales from 5.0% during FY96 to 4.7% of net sales during FY97.  The increase in
SG&A expenses was attributable to the higher level of business activity
conducted throughout the Company, inclusive of its new facilities.

Income from operations was $16.7 million in FY97, an increase of $11.6 million
over FY96's income from operations of $5.1 million.  This increase reflects
the factors discussed in the preceding paragraphs.

Net interest expense of $6.2 million was incurred during FY97, an increase of
$2.9 million over the prior year.  This increase was the result of higher FY97
borrowings on the Company's revolving credit facility in order to support
higher working capital levels, as well as lower capitalized interest during
FY97 versus FY96, as the Company's largest capital projects (e.g., the cold
rolling operation) were placed into service during FY96.  As a result, the
Company capitalized $1.2 million of interest costs to construction in progress
in FY97, versus $2.1 million for FY96.

The effective income tax rate experienced by the Company was 38.1% during
FY97, which compared to a rate of 38.8% during the prior year.  The decrease
in the effective rate reflects the impact of non-deductible expenses, such as
goodwill amortization, which have a lesser percentage impact upon the
Company's effective income tax rate at higher levels of taxable income.

Net income available for common shareholders for FY97 was $6.4 million, or
$.72 per share, which amounts increased over net income available for common
shareholders for FY96 of $1.1 million, or $.12 per share.  These increases
reflect the factors discussed in the preceding paragraphs.

LIQUIDITY AND CAPITAL RESOURCES:
-------------------------------

Investment in steel coil inventories and the associated payment terms offered
by vendors materially influence the Company's liquidity.  Inventory levels can
be heavily influenced by the source of the Company's raw material supply.  Use
of imported steel typically requires the Company to maintain higher levels of
inventory.  Receipt of imported steel is normally by large ocean-going vessel,
with longer lead times required and less predictable delivery schedules for
such bulk import orders, as compared to the procurement process faced when
purchasing steel coils from domestic producing mills.  In addition, the timing
of receipt of imported steel coils can significantly impact the balance of the
Company's inventories on any given day.

It is the Company's experience that steel coil price offerings are based
primarily on the level of supplier backlog.  A supplier's offered price can be
significantly influenced by outside economic pressures, such as those faced by
the economic slowdown in the Far East during 1998.  During the latter half of
1998, these external pressures resulted in greater steel offerings to
purchasers in the United States; including the Company, its competitors, and
to a lesser extent certain of its steel service center customers.  Late in
1998, steel imports in the United States surged in the wake of the Asian
economic crisis.  In January 1999, the U.S. Commerce Department found evidence
that Japan, Russia, and Brazil illegally dumped hot rolled carbon steel into
the U.S. market at prices dramatically below production costs.  These trade
cases demonstrate that flat rolled steel coils became increasingly available
in the Company's market territories, much of it being offered at substantial
discounts to similar product offered by the Company's domestic supply base.

In an effort to stay competitive from a raw material pricing perspective,
during 1998 the Company shifted a major portion of its steel purchases to
imported coils.  Due to the use of imported coils and the resultant increase
in inventory, the Company received extended payment terms, primarily from its
import vendors, and elected to forego quick pay discounts on its domestic
inventory purchases.  As a result, the Company's investment in inventories and
balance of accounts payable increased in the latter half of 1998 and into the
first quarter of 1999.  As of December 31, 1998, the Company also held
approximately $25.9 million of vendor-owned steel coil inventory on a
consignment basis for use in its steel processing and sales activities.  This
consigned material was billed to the Company during the first quarter of 1999,
and has subsequently been substantially used in operations.  The Company does
not currently possess any significant amount of vendor-owned consigned
material.  As discussed further below, the Company utilized proceeds from its
long-term debt refinancing to substantially reduce its outstanding accounts
payable balance during the second quarter of 1999.

The Company's inventories peaked near the end of the first quarter of 1999,
and management focused on increasing inventory turns and better managing
inventory levels.  In order to limit the Company's exposure to rapid inventory
price inflationary and deflationary pressures, the Company reduced its steel
coil inventory holdings and intends to maintain these lower levels consistent
with sound business practice.  The Company succeeded in its efforts to reduce
its inventory position during 1999, and continues to strive to limit its on-
hand inventory position.  The Company believes it can successfully operate its
business on inventory levels lower than those maintained in late 1998 and
early 1999, and believes it can do so through the many supply channels
developed over the past few years and adherence to sound inventory management
practices.

In terms of other consequential working capital items, the Company's
investment in accounts receivable is typically lowest at December 31, versus
that of its interim quarter ends of March, June and September, or that of its
former April 30 year end.  The business activity level of the Company is
typically slower during the months of November and December, when there are
less business shipping days due to the holidays occurring during these months.
As a result, the monthly sales levels preceding the Company's interim quarter
ends, as well as its former April 30 year end, is typically higher than
compared to December 31, due to the seasonal nature of its late fourth quarter
sales activity.  The $4.8 million decrease in accounts receivable for the
transition period follows this seasonality, while the 1999 decline of $1.7
million is attributable to lower sales transaction prices in 1999 versus 1998.
Otherwise, accounts receivable increased in each of the years ended December
31, 1998 and April 30, 1997, consistent with the Company's sales growth during
those years.

The Company generated $1.6 million, $8.8 million, and $.1 million of cash from
operating activities during 1999, 1998, and the transition period; which
compares to net cash used by operations of $4.5 million for FY97.  During 1998
and FY97, the Company was able to fund much if not all of its increased
inventory with increases in accounts payable. 1999 and the transition period
saw the reverse with inventory decreases providing the liquidity to reduce the
Company's accounts payable balance.

The Company generated $8.9 million in cash from investing activities during
1999, primarily related to the sale of the Company's South Carolina facility
on December 15, 1999.  The Company also generated approximately $.5 million of
cash from the disposition of certain of its stamping assets from its
Blytheville location during the summer of 1999.  The proceeds from these 1999
asset sales were utilized to meet current obligations with trade creditors,
and assisted in reducing the Company's long-term debt.  See Note 2 to the
Consolidated Financial Statements for further discussion.

During 1998, the Company completed the physical expansion of its facilities
and operations that began in earnest with its initial public stock offering in
1993.  The Company invested, net of routine asset sales, cash of $6.7 million,
$10.0 million, and $28.1 million during 1998, TP97, and FY97, respectively, in
property, plant and equipment additions. The Company sustained these efforts
primarily by way of increased corporate borrowings. The Company also issued
its $4.5 million of Series A Preferred Stock on January 30, 1997 to the
shareholder of Coil-Tec in exchange for certain of its assets.  The Company
does not contemplate any further significant level of capital additions over
the course of the next twelve months.

During 1998, capital spending was concentrated on the Company's second coil
pickling line and improvements to the cold rolling mill; both located in
Blytheville, Arkansas, as well as the acquisition and installation of a heavy
gauge cut-to-length line for the Pasadena, Texas facility.  Construction of
the Company's new facility in South Carolina, the acquisition of certain steel
processing equipment from Coil-Tec, Inc. on January 30, 1997 and costs related
to the Company's second coil pickling line were the principal property
additions attributable to TP97 and FY97.

Through the end of the 1999 first quarter, the Company's primary long-term
debt agreements required the maintenance of various financial covenants and
ratios.  Within these arrangements, the Company agreed to limit its long-term
debt, inclusive of current maturities (i.e., "funded debt"), to no more than
50% of total capitalization (i.e., the sum of the Company's funded debt and
total shareholders' equity)(the "leverage covenant").  However, the Company
was operating very close to its leverage covenant near the end of 1998 and
throughout the first quarter of 1999.  In order to access additional
liquidity, the Company entered into negotiations with various domestic
commercial lenders to establish a new asset-based revolving credit agreement
that would either relax or remove the leverage covenant mentioned above.

On April 15, 1999, the Company refinanced substantially all of its long-term
debt obligations by entering into a new revolving credit facility with an
asset-based lending institution.  This new financing has a three-year term and
provides the Company with up to $140.0 million in credit at varying rates of
interest set either below the prime rate for LIBOR-based loans or generally
0.5% above the prime rate for daily revolving credit advances, payable
monthly.  These rates are generally equivalent to those incurred by the
Company under its former bank revolver, and as of the refinancing were less
than those incurred under the Company's former 8.13% term notes.  In
conjunction with this refinancing, the Company retired early its $50.0 million
of 8.13% term notes, which were due in installments through July 15, 2005.  As
a result of this early retirement, the Company incurred a prepayment penalty
and related charges of approximately $4.1 million, before income tax benefits,
which amount is reported as an extraordinary item in 1999.  The Company also
incurred approximately $1.6 million in costs associated with the issuance of
this new debt.

The new credit agreement eliminated the limitation on the amount of debt that
could be incurred by the Company, which was limited to 50% of total capital
pursuant to the terms of the previous bank revolver and term notes.  The
Company used the proceeds of the incremental borrowings, net of the amounts
required for debt retirement and transaction expenses, including the
prepayment penalty, to reduce its obligations to trade vendors which were
unusually high because of abnormally high inventory levels.

Total borrowings under the new agreement were approximately $105.2 million at
December 31, 1999.  Security under the new agreement consists of the accounts
receivable, inventory, fixed assets and other assets of the Company.  The
maximum amount of borrowings available to the Company under the new revolver
is based upon percentages of eligible accounts receivable and inventory, as
defined in the new agreement, as well as amounts attributable to selected
fixed assets of the Company.  Close attention is given to managing the
liquidity afforded under the Company's asset-based revolving credit agreement,
which availability was relatively limited as of December 31, 1999.

The Company has also accessed capital by way of off balance sheet financing
arrangements. The Company has entered into various operating leases with
domestic commercial lenders for steel processing and other equipment at
certain of its facilities.  The Company also entered into an operating lease
on January 30, 1997, in order to obtain use of Coil-Tec's former plant
facility in Blytheville.  Annual operating lease payments are expected to
range between $3.3 million and $3.9 million over the next five years.  During
late 1998 and early 1999, the Company also took advantage of vendor-owned
steel inventory consignment for its raw material needs, primarily from import
sources.

Subsequent to the first quarter 1999 common dividend of $.3 million, the
Company suspended the payment of common dividends.  Future common dividends
may or may not be declared, at the discretion of the Board of Directors,
depending on restrictions imposed by the Company's revolving credit agreement,
industry conditions, evaluation of the Company's performance and current
liquidity situation. During 1998, the transition period, and FY'97, the
Company paid dividends of $.9 million, $.9 million and $1.2 million on its
common stock. However, the Company continues to declare and pay the $50,000
quarterly preferred dividend associated with its outstanding Series A
preferred stock.

The Company's operations and unused borrowing capacity available under its
asset-based revolving credit facility is expected to generate sufficient funds
to meet the Company's working capital commitments, debt service requirements,
necessary capital expenditures, and the payment of Series A preferred stock
dividends over the next twelve months.

The Company maintains the flexibility to issue additional equity in the form
of Class A common stock or additional series of preferred stock junior to the
Series A preferred stock if and when market circumstances should ever dictate.
The Company, from time-to-time, also explores financing alternatives such as
the possibility of issuing additional debt, entering into further operating
lease financings, and pursuing strategic alternatives.  The Company also
continues to evaluate its business with the intent to streamline operations,
improve productivity and reduce costs.

QUARTERLY EFFECTS AND SEASONALITY:
---------------------------------
Shipping volumes are lowest during the November and December holiday periods
and also tend to be lower during mid-summer, as many of the Company's
customers schedule plant shutdowns for vacations.  These factors tend to
result in lower net sales and net income during these time periods.  Quarterly
results can also be affected, either negatively or positively, by changing
steel prices, as described previously herein.

INFLATION:
---------
The Company's operations have not been, nor are they expected to be,
materially affected by inflation.  However, the Company is affected by changes
in the price of steel charged by the primary producers, which are not
considered to be inflation-sensitive, but rather sensitive to changes in steel
demand as the primary producers use pricing policy to attempt to control their
order levels and backlog.

YEAR 2000 COMPLIANCE:
--------------------

The Company did not experience any significant malfunctions or errors in its
operating or business systems when the date changed from 1999 to 2000, nor
with any leap year issues after February 29, 2000.  Based on operations of the
Company in early 2000, the Company does not expect any significant impact to
its on-going business as a result of the "Year 2000 issue."  The Company
currently is not aware of any significant Year 2000 or similar problems that
have arisen for its customers or suppliers.

As of December 31, 1998, the Company spent approximately $.7 million in
implementing a new integrated core business system.  The Company did not incur
any further significant amounts during 1999 related to the implementation of
its new business system, and the Company cannot quantify how much of these
costs were directly related to Year 2000 compliance matters.

NEW ACCOUNTING STANDARDS:
------------------------
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (FAS 133), which establishes
accounting and reporting standards for derivative instruments and for hedging
activities, and requires that all derivatives be recognized as either assets
or liabilities in the statement of financial position and that such
instruments be measured at fair value.  In June 1999, the FASB issued
Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date
of FASB Statement No. 133" (FAS 137), delaying the effective date of FAS 133
until fiscal years beginning after June 15, 2000.  Given that the Company has
not entered into hedging transactions or obtained derivative financial
instruments, adoption of FAS 133/FAS 137 is not expected to significantly
impact the Company's financial reporting.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
-------------------------------------------------------------------

INTEREST RATE RISK

In the ordinary course of business, the Company is exposed to interest rate
risks by way of changes in short-term interest rates.  The Company has
currently elected not to hedge the market risk associated with its floating
rate debt.  With the completion of the Company's debt refinancing during 1999,
as of December 31, 1999, approximately $105.2 million of the Company's debt
obligations bear interest at variable rates.  Accordingly, the Company's
earnings and cash flow are affected by changes in interest rates.  Assuming
the current level of borrowings at variable rates and assuming a one-half
point increase in average interest rates under these borrowings, it is
estimated that the Company's annual interest expense would increase by
approximately $.5 million.  In the event of an adverse change in interest
rates, management would likely take actions to mitigate the Company's exposure
to interest rate risk; however, due to the uncertainty of the actions that
would be taken and their possible effects, this analysis assumes no such
action.  Further, this analysis does not consider the effects of the change in
the level of overall economic activity that could exist in such an
environment.

OTHER RISKS

The Company does not have any significant amount of export sales denominated
in foreign currencies, and acquires its raw material supply needs in U.S.
dollar denominated transactions.  Therefore, the Company is not viewed as
being exposed to foreign currency fluctuation market risks.  In addition,
although the Company both acquires and sells carbon steel coils and products,
no commodity exchange exists that the Company might access to hedge its risk
to carbon steel price fluctuations.

The Company has no material derivative financial instruments as of December
31, 1999, and does not enter into derivative financial instruments for trading
purposes.




<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

                                 HUNTCO INC.
                         CONSOLIDATED BALANCE SHEET
                           (amounts in thousands)
<TABLE>
<CAPTION>
                                                       December 31,
                                                     1999       1998
                                                   --------   --------
<S>                                                <C>        <C>
ASSETS
Current assets:
 Cash     		                                $    414    $     21
 Accounts receivable, net                           41,835      43,579
 Inventories                                        77,832      92,240
 Other current assets                                2,380       2,914
                                                   -------     -------
                                                   122,461     138,754

Property, plant and equipment, net                 123,548     143,401
Other assets                                        10,725      11,076
                                                   -------     -------
                                                  $256,734    $293,231
                                                   =======     =======

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                 $ 43,279    $ 56,923
 Accrued expenses                                    2,657       3,451
 Current maturities of long-term debt                  248       7,352
                                                   -------     -------
                                                    46,184      67,726
                                                   -------     -------

Long-term debt                                     105,470     102,555
Deferred income taxes                                1,166       7,376
                                                   -------     -------
                                                   106,636     109,931
                                                   -------     -------

Commitments and contingencies (see Note 9)            -           -

Shareholders' equity:
 Series A preferred stock
 (stated at liquidation value)                       4,500       4,500
 Common stock:
  Class A (issued and outstanding, 5,292)               53          53
  Class B (issued and outstanding, 3,650)               37          37
 Additional paid-in-capital                         86,530      86,530
 Retained earnings                                  12,794      24,454
                                                   -------     -------
                                                   103,914     115,574
                                                   -------     -------
                                                  $256,734    $293,231
                                                   =======     =======

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                                    HUNTCO INC.
                        CONSOLIDATED STATEMENT OF OPERATIONS
                      (in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                        Eight months      Year
                                     Year ended             ended         ended
                                    December 31,         December 31,   April 30,
                                 1999          1998          1997         1997
                              ---------     ---------     ---------     ---------
<S>                            <C>           <C>           <C>           <C>
Net sales                      $349,947      $391,181      $246,324      $326,563
Cost of sales                   332,215       369,864       227,871       294,455
                                -------       -------      --------       -------
Gross profit                     17,732        21,317        18,453        32,108
Selling, general and
 administrative expenses         19,062        19,939        11,757        15,383
Non-recurring loss on
 sale of plant facility           1,720          -             -             -
  					  -------       -------       -------       -------
Income (loss) from operations    (3,050)        1,378         6,696        16,725
Interest, net                   (10,140)       (8,113)       (5,194)       (6,239)
                                -------       -------       -------       -------
Income (loss)
 before income taxes            (13,190)       (6,735)        1,502        10,486
Provision (benefit)
 for income taxes                (4,687)       (2,444)          486         3,997
                                -------       -------       -------       -------
Net income (loss) before
 extraordinary item              (8,503)       (4,291)        1,016         6,489
Extraordinary item, net of tax   (2,644)         -             -             -
                                -------       -------       -------       -------
Net income (loss)               (11,147)       (4,291)        1,016         6,489
Preferred dividends                 200           200           133            50
                                -------       -------       -------       -------
Net income (loss) available
 for common shareholders       $(11,347)     $ (4,491)     $    883      $  6,439
                                =======       =======       =======       =======

Earnings (loss) per common
 share (basic and diluted):
  Net income (loss) before
   extraordinary item            $ (.97)       $ (.50)       $  .10        $  .72
  Extraordinary item, net of tax   (.30)          -             -             -
                                  -----         -----         -----         -----
Net income (loss) for
 common shareholders             $(1.27)       $ (.50)       $  .10        $  .72
                                  =====         =====         =====         =====

Weighted average
 common shares outstanding:
  Basic                           8,942         8,942         8,942         8,942
                                  =====         =====         =====         =====
  Diluted                         8,942         8,942         8,951         8,942
                                  =====         =====         =====         =====

             See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                                 HUNTCO INC.
          CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                           (amounts in thousands)
<TABLE>
<CAPTION>
                                                           Eight months
                                           Year ended         ended     Year ended
                                          December 31,     December 31,  April 30,
                                       1999        1998        1997        1997
                                      ------      ------      ------      ------
<S>                                  <C>         <C>         <C>         <C>
Series A preferred stock
  Balance at beginning of period     $ 4,500     $ 4,500     $ 4,500     $  -
  January 30, 1997 share issuance       -           -           -          4,500
                                      ------      ------      ------      ------
  Balance at end of period           $ 4,500     $ 4,500     $ 4,500     $ 4,500
                                      ======      ======      ======      ======

Class A common stock
  Balance at beginning of period     $    53     $    53     $    53     $    53
                                      ------      ------      ------      ------
  Balance at end of period           $    53     $    53     $    53     $    53
                                      ======      ======      ======      ======

Class B common stock
  Balance at beginning of period     $    37     $    37     $    37     $    37
                                      ------      ------      ------      ------
  Balance at end of period           $    37     $    37     $    37     $    37
                                      ======      ======      ======      ======

Additional paid-in-capital
  Balance at beginning of period     $86,530     $86,530     $86,530     $86,567
  Other changes                         -           -            -           (37)
                                      ------      ------      ------      ------
  Balance at end of period           $86,530     $86,530     $86,530     $86,530
                                      ======      ======      ======      ======

Retained earnings
  Balance at beginning of period     $24,454     $29,885     $29,941     $24,709
  Net income (loss)                  (11,147)     (4,291)      1,016       6,489
  Dividends on:
   Common stock                         (313)       (940)       (939)     (1,207)
   Series A preferred stock             (200)       (200)       (133)        (50)
                                      ------      ------      ------      ------
  Balance at end of period           $12,794     $24,454     $29,885     $29,941
                                      ======      ======      ======      ======

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                                    HUNTCO INC.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                              (amounts in thousands)
<TABLE>
<CAPTION>
                                                              Eight months
                                              Year ended         ended     Year ended
                                              December 31,    December 31,  April 30,
                                            1999        1998      1997        1997
                                          -------     -------   -------     -------
<S>                                       <C>         <C>        <C>        <C>
Cash flows from operating activities:
 Net income (loss)                       $(11,147)    $(4,291)   $ 1,016     $ 6,489
                                          -------     -------    -------     -------
 Adjustments to reconcile net income
  (loss) to net cash provided (used) by
  operating activities:
    Depreciation and amortization          11,395      10,265      6,018       8,225
    Loss on early extinguishment of debt    4,067         -          -           -
    Loss (gain) on property sales           1,732         (65)        50        (675)
    Decrease (increase) in:
      accounts receivable                   1,744      (1,936)     4,809      (9,648)
      inventories                          14,409     (10,628)    23,957     (51,605)
      other current assets                    534       2,101     (1,032)     (2,057)
      other assets                           (446)     (1,049)    (2,837)     (2,632)
    Increase (decrease) in:
      accounts payable                    (13,645)     16,896    (32,542)     43,566
      accrued expenses                       (795)       (428)      (989)        934
      non-current deferred taxes           (6,211)     (2,039)     1,661       2,875
                                          -------     -------    -------     -------
        Total adjustments                  12,784      13,117       (905)    (11,017)
                                          -------     -------    -------     -------
 Net cash provided (used) by operations     1,637       8,826        111      (4,528)
                                          -------     -------    -------     -------
Cash flows from investing activities:
 Property, plant and equipment:
  Acquisitions                               (904)     (8,783)   (11,379)    (30,210)
  Proceeds from facility and asset sales    9,815       2,121      1,371       2,108
                                          -------     -------    -------     -------
 Net cash provided (used)
  by investing activities                   8,911      (6,661)   (10,008)    (28,102)
                                          -------     -------    -------     -------
Cash flows from financing activities:
 Revolving credit facility net proceeds    46,661         978     10,000      28,000
 Payments for debt issuance costs          (1,638)       -          -           -
 Retirement of long-term notes            (50,000)       -          -           -
 Debt repurchase premiums                  (3,816)       -          -           -
 Other debt and capital lease payments       (849)     (2,010)      (128)       (189)
 Preferred stock dividends                   (200)       (200)      (133)        (50)
 Common stock dividends                      (313)       (939)      (939)     (1,207)
 Issuance of Series A preferred stock        -           -          -          4,500
 Other                                       -           -          -            (37)
                                          -------     -------    -------     -------
 Net cash provided
  (used) by financing activities          (10,155)     (2,171)     8,800      31,017
                                          -------     -------    -------     -------
Net increase (decrease) in cash               393          (6)    (1,097)     (1,613)
Cash, beginning of period                      21          27      1,124      2,737
                                          -------     -------    -------    -------
Cash, end of period                       $   414     $    21    $    27    $ 1,124
                                          =======     =======    =======    =======

             See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                                 HUNTCO INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (dollars in thousands, except per share amounts)
         -----------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The policies utilized by the Company in the preparation of the financial
statements conform to U.S. generally accepted accounting principles.
Management is required to make estimates and assumptions that affect the
reported amounts of 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 these estimates.  The
significant accounting policies followed by the Company are described below:

     Change in fiscal year end:

On October 23, 1997, the Company filed a Form 8-K announcing that it had
determined to change its fiscal year end from April 30 to a calendar year.  As
a result, the Company reported an eight-month transition period ended December
31, 1997, in order to change to its new calendar year end.

     Organization and operations:

Huntco Inc. ("Huntco" or "the Company") conducts its operations through its
wholly-owned subsidiaries Huntco Steel, Inc. ("Huntco Steel") and Midwest
Products, Inc. ("Midwest").  Huntco Steel operates six steel processing
centers specializing in the processing and distribution of flat rolled carbon
steel, and sells its processed steel products to a diverse group of industrial
customers, steel service centers and distributors.  See Note 2 concerning the
disposition of Huntco Steel's South Carolina facility on December 15, 1999.
Midwest is principally engaged in the manufacture of compressed air cylinders
used in the transportation industry and sold through mass merchandisers.

     Principles of consolidation:

The consolidated financial statements include the accounts of the Company and
its majority-owned subsidiaries.  All significant intercompany balances and
transactions have been eliminated.

     Revenue recognition:

Revenue from the sale of processed steel and compressed air cylinders is
recognized upon shipment to the customer.  Costs and related expenses to
process steel and manufacture compressed air cylinders are recorded as cost of
sales when the related revenue is recognized.  Sales returns and allowances
are treated as reductions to net sales.

     Cash and cash equivalents:

For purposes of the consolidated statement of cash flows, the Company
considers cash on hand and demand deposits with financial institutions with an
original maturity of three months or less to be cash.

     Concentration of credit risk:

Huntco Steel sells its products to a wide variety of customers, including
steel service centers and distributors, general fabricators and stampers,
manufacturers of consumer durables, tank manufacturers and energy-related
users, primarily in the midwestern and southern regions of the United States.
Midwest sells its compressed air cylinders to customers in the transportation
industry, to compressor manufacturers, as well as through mass merchandisers.
Concentration of credit risk with respect to trade receivables is limited due
to the size of the customer base and its dispersion.  The Company performs on-
going credit evaluations of its customers and generally does not require
collateral.  The Company maintains reserves for potential credit losses and
such losses have been within management's expectations.  As of December 31,
1999, 1998 and 1997, and April 30, 1997, the Company's allowance for doubtful
accounts balance was $324, $530, $333, and $544, respectively.

     Relationships with suppliers:

The Company procures raw materials from numerous primary steel producers.
Management believes it is not dependent on any one of its suppliers for raw
materials and that its relationships therewith are strong.

     Inventories:

Inventories are valued at the lower of cost or market.  Cost is determined
using the specific identification method for steel processing inventories and
on a first-in, first-out (FIFO) basis for its compressed air cylinder
products.

     Property, plant and equipment:

Property, plant and equipment is recorded at cost and is depreciated using the
straight-line method over the estimated useful lives of the respective
property, ranging from three to thirty years.  Expenditures for repairs,
maintenance and renewals are charged to income as incurred.  Expenditures that
improve an asset or extend its useful life are capitalized.  When properties
are retired or otherwise disposed of, the related cost and accumulated
depreciation are removed from the accounts and any gain or loss is included in
income.

Leases meeting the criteria of a capital lease are recorded at the present
value of the non-cancelable lease payments over the term of the lease.
Properties held under capital leases are amortized over the estimated useful
lives of the assets, ranging from five to twenty years.  The interest portion
of the respective capital lease payment is charged to operations.

     Environmental policy:

Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate.  Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the costs can be
reasonably estimated.  The Company has not been notified by regulatory
authorities of non-compliance with any federal, state or local environmental
law or regulation, nor is the Company aware of any such non-compliance.

     Income taxes:

Deferred income taxes are accounted for under the liability method, whereby
deferred tax assets and liabilities are recognized based upon temporary
differences between the financial statement and tax bases of assets and
liabilities using presently enacted tax rates.

     Earnings per common share:

Earnings per common share is computed by dividing net income (loss) available
for common shareholders by the weighted average number of common shares
outstanding for basic earnings per common share, and by the weighted average
number of common shares and share equivalents outstanding during the period
for diluted earnings per common share.

     New accounting standards:

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (FAS 133), which establishes
accounting and reporting standards for derivative instruments and for hedging
activities, and requires that all derivatives be recognized as either assets
or liabilities in the statement of financial position and that such
instruments be measured at fair value.  In June 1999, the FASB issued
Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date
of FASB Statement No. 133" (FAS 137), delaying the effective date of FAS 133
until fiscal years beginning after June 15, 2000.  Given that the Company has
not entered into hedging transactions or obtained derivative financial
instruments, adoption of FAS 133/FAS 137 is not expected to significantly
impact the Company's financial reporting.

2.   SALE OF SOUTH CAROLINA FACILITY

On December 15, 1999, the Company sold its South Carolina steel processing
facility and related inventory to Feralloy Corporation. The facility, which
had been newly constructed and opened in early 1996, contained cut-to-length
and slitting equipment, both of which processing lines were utilized pursuant
to operating leases.

The net proceeds from the sale were used to retire a short-term note payable to
one of the Company's trade creditors, which represented all of the Company's
short-term debt, with the balance of the proceeds being applied to reduce the
Company's long-term, revolving credit facility. The Company retained the trade
accounts receivable related to the facility's pre-closing sales.  In connection
with the sale, the Company was also relieved of its long-term operating lease
commitments on the processing equipment installed at the South Carolina
facility, totaling approximately $663 per year over the next four years.

The Company recognized a non-recurring loss of $1,720, before income tax
benefits, on the sale of its South Carolina facility, which loss included
certain liabilities and contractual obligations incurred by the Company.

3.   INVENTORIES

Inventories consisted of the following as of:

<TABLE>
<CAPTION>
                                             December 31,
                                           1999       1998
                                         --------   --------
     <S>                                 <C>        <C>
     Raw materials                       $ 57,013   $ 66,063
     Finished goods                        20,819     26,177
                                         --------   --------
                                         $ 77,832   $ 92,240
                                         ========   ========
</TABLE>

As of December 31, 1998, the Company also held approximately $25.9 million of
vendor-owned steel coil inventory on a consignment basis for use in its steel
processing and sales activities.  This consigned material was billed to the
Company during the first quarter of 1999, and the Company did not possess any
substantial amount of vendor-owned consigned material as of December 31, 1999.
The Company's investment in finished goods includes cold rolled steel coils
produced at the Company's Blytheville, Arkansas facility.  These cold rolled
coils can either be sold as master coils, without further processing, or may
be slit, blanked or cut-to-length by the Company prior to final sale.

4.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of the dates
presented:

<TABLE>
<CAPTION>
                                             December 31,
                                           1999        1998
                                          ------      -------
<S>                                      <C>         <C>
Land and improvements                    $  4,047    $  5,032
Buildings and improvements                 55,989      62,632
Machinery and equipment                   107,873     112,815
                                         --------    --------
                                          167,909     180,479
Less accumulated depreciation              44,566      37,395
                                         --------    --------
                                          123,343     143,084
Construction in progress                      205         317
                                         --------    --------
                                         $123,548    $143,401
                                         ========    ========
</TABLE>

5.   LONG-TERM DEBT

On April 15, 1999, the Company refinanced substantially all of its long-term
debt obligations by entering into a new revolving credit facility with an
asset-based lending institution (the "asset-based revolver").  The asset-based
revolver has a three-year term and provides the Company with up to $140.0
million in credit at varying rates of interest set either below the prime rate
for LIBOR-based loans or generally 0.5% above the prime rate for daily
revolving credit advances, payable monthly.  These rates are generally
equivalent to those incurred by the Company under its former bank revolver,
and at the time of the refinancing were less than those incurred under the
Company's former 8.13% term notes.

In conjunction with the April 15, 1999 refinancing, the Company satisfied its
obligations under its former bank revolving credit agreement and retired early
its $50.0 million of 8.13% term notes, which term notes were due in
installments through July 15, 2005.  As a result of this early retirement, the
Company incurred a prepayment penalty and related charges of approximately
$4.1 million, before income tax benefits, which amount is reflected as an
extraordinary item during 1999 within the Company's Statement of Operations.
The Company also incurred approximately $1.6 million in costs associated with
the issuance of the asset-based revolver, which amount is being amortized over
the three-year term of the new asset-based revolver.

Entering into the asset-based revolver eliminated the limitation on the amount
of debt that could be incurred by the Company.  Under the previous bank
revolver and the 8.13% term notes, the Company's interest-bearing debt was
limited to 50% of total capitalization (i.e., generally the sum of the
Company's interest-bearing debt and total shareholders' equity).  The Company
used the proceeds of the incremental borrowings, net of the amounts required
for debt retirement and transaction expenses, including the prepayment
penalty, to reduce its obligations to trade vendors which were unusually high
because of abnormally high inventory levels maintained by the Company in early
1999.  The Company's inventory levels peaked near the end of the first quarter
of 1999, and significantly decreased through the end of 1999.

Security under the asset-based revolver consists of the accounts receivable,
inventory, fixed assets and other assets of the Company.  The maximum amount
of borrowings available to the Company under the asset-based revolver is based
upon percentages of eligible accounts receivable and inventory, as well as
amounts attributable to selected fixed assets of the Company.  Only a limited
amount of unused borrowing capacity was available to the Company as of
December 31, 1999. The asset-based revolver does not require the maintenance
of financial covenants and ratios beyond the maintenance of the Company's
borrowing base.

Principal payments due on the Company's long-term debt for each of the five
years following December 31, 1999 are as follows:

<TABLE>
                  <S>                      <C>
                  2000                     $    248
2001     175
2002 105,295
                  2003                         -
                  2004                         -
                                           --------
                                           $105,718
                                           ========
</TABLE>

Total cash paid for interest during 1999, 1998, the eight months ended
December 31, 1997, and the year ended April 30, 1997 was $10,226, $9,392,
$5,295, and $7,552, respectively.  Of the Company's total interest costs, it
capitalized $1,189, $774, and $1,244, to construction in progress during 1998,
the eight months ended December 31, 1997, and the year ended April 30, 1997,
respectively. The Company did not capitalize interest during 1999.

6.   Capital stock

The Company is authorized to issue 5,000,000 shares of $.01 per share par
value preferred stock.  The Company is also authorized to issue two classes of
common stock, both of which possess a par value of $.01 per share and have
identical rights, preferences and powers, except the Class B common stock is
entitled to ten votes per share.

On January 30, 1997, the Company issued 225,000 shares of its $.01 par value
Series A preferred stock (the "Series A Preferred").  Shares of Series A
Preferred are cumulative and non-voting, and accrue dividends at the annual
rate of $.888889 per share, with such dividends being payable quarterly
beginning March 1, 1997.  The Series A Preferred carries a liquidation
preference of $20.00 per share.  The Series A Preferred is convertible on a
one-for-one basis into shares of Class A common stock at any time at the
option of the holder, and at the option of the Company under certain
circumstances, including if at any time the closing price of the Class A
common stock is at least $25.00 per share for thirty consecutive trading days.
Under the Company's Restated Articles of Incorporation, authorized but
unissued preferred stock is issuable in series under such terms and conditions
as the Company's Board of Directors may determine.  However, no further shares
of Series A Preferred may be issued by the Company.  The Company issued all
225,000 shares of its Series A Preferred in connection with the Company's
acquisition of $4,500 of depreciable assets and certain other operating assets
of Coil-Tec, Inc. on January 30, 1997.

The Company is authorized to issue 25,000,000 shares of Class A common stock,
of which 5,292,000 shares were issued as of December 31, 1999, 1998 and 1997,
and April 30, 1997.  The Company is authorized to issue 10,000,000 shares of
Class B common stock, of which 3,650,000 shares were issued as of December 31,
1999, 1998 and 1997, and April 30, 1997.  Shares of Class B common stock are
not transferable to persons or entities unaffiliated with Mr. B. D. Hunter,
Chairman of the Board and Chief Executive Officer of the Company, who is in
control of all issued and outstanding shares of Class B common stock through
his personal and family interests.  All shares of Class B common stock are
convertible into a like number of shares of Class A common stock at the sole
discretion of the holder of such Class B common stock, with such conversion
becoming mandatory at the date which follows ten years after the death of Mr.
B. D. Hunter.

7.   Incentive stock plan

The Company maintains an incentive stock plan, which provides for the grant of
non-qualified stock options, incentive stock options, restricted shares and
stock appreciation rights to officers and key employees, as well as directors,
of the Company selected by a committee of the Board of Directors.  A maximum
of 900,000 shares of Class A common stock may be issued under the plan.
Options issued under the plan may be exercised, subject to a ten-year maximum
term, over periods determined by the committee.

A summary of the status of the Company's stock option plan as of December 31,
1999, 1998 and 1997, and April 30, 1997, and changes during the periods ending
on those dates, is as follows:
<TABLE>
<CAPTION>
                                         Options         Weighted Average
                                       Outstanding        Exercise Price
                                       -----------       ----------------
<S>                                     <C>                  <C>
Balance at April 30, 1996                745,500              $18.78
 Options granted                          98,500              $12.50
 Options canceled or forfeited            (8,000)             $23.13
                                         -------
Balance at April 30, 1997                836,000              $18.00
 Options granted                         353,000              $13.50
 Options canceled or forfeited          (342,750)             $20.57
                                         -------
Balance at December 31, 1997             846,250              $15.08
 Options canceled or forfeited          (113,750)             $16.57
                                         -------
Balance at December 31, 1998             732,500              $14.85
 Options granted                         390,000              $ 7.00
 Options canceled or forfeited          (445,500)             $15.74
                                         -------
Balance at December 31, 1999             677,000              $ 9.74
                                         =======

</TABLE>


The following table summarizes stock options outstanding and exercisable as of
December 31, 1999:

<TABLE>
<CAPTION>
                           Outstanding                   Exercisable
                  ----------------------------       ---------------------
                           Remaining  Average                    Average
  Exercise        No. of    Average   Exercise       No. of      Exercise
 Price Range      Options    Life      Price         Options      Price
-------------     -------   -------   -------        -------     --------
<S>               <C>       <C>       <C>            <C>         <C>
    $7.00         383,500   4.1 yrs   $ 7.00         246,750      $ 7.00
$12.50-$13.50     293,500   1.4 yrs   $13.32         247,750      $13.39
                  -------                            -------
                  677,000   3.0 yrs   $ 9.74         494,500      $10.20
                  =======                            =======
</TABLE>

No compensation expense has been recognized by the Company for its incentive
stock plan in accordance with the Company's continued use of Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to
Employees", as the exercise price of options granted has either been
equivalent to or higher than the market price of the Company's stock on the
date of grant.  Had the fair value method of accounting contemplated by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation," been applied to the Company's incentive stock plan, the
Company's net income (loss) and earnings (loss) per common share would have
been revised to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                     Eight
                                  Years ended     months ended  Year ended
                                  December 31,    December 31,   April 30,
                                1999       1998       1997         1997
                              -------    -------     ------       ------
<S>                           <C>        <C>        <C>         <C>
Net income (loss) available
 for common shareholders:
  As reported                 $(11,347)  $(4,491)   $ 883        $6,439
  Pro forma                    (11,536)   (4,766)     827         6,402
Earnings (loss) per common
 share (basic and diluted):
  As reported                  $(1.27)    $(.50)    $ .10        $  .72
  Pro forma                     (1.29)     (.53)      .09           .72

</TABLE>

The pro forma impact only takes into account options granted since April 1996,
and is likely to increase in future years as additional options are granted
and amortized ratably over the vesting period.  The fair value of each option
grant is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions used for options granted
during the year ended December 31, 1999, the eight months ended December 31,
1997, and the year ended April 30, 1997, respectively: risk-free interest
rates of 5.0%, 5.7%, and 6.7%; dividend yield of 0% in 1999 and .9% prior
thereto; expected common stock market price volatility factor of 47.9%, 47.0%,
and 50.1%; and a weighted average expected life of the options of three to
five years.  The weighted average fair value of options granted for the year
ended December 31, 1999, the eight months ended December 31, 1997, and the
year ended April 30, 1997, respectively, was zero, $1.90, and $3.84.

8.   Income taxes

The components of the provision (benefit) for income taxes for 1999, 1998, the
transition period ended December 31, 1997, and for the year ended April 30,
1997, respectively, are as follows:

<TABLE>
<CAPTION>
                                                        Eight
                                   Years ended       months ended  Year ended
                                   December 31,      December 31,   April 30,
                                 1999       1998         1997         1997
                                 ----       ----         ----         ----
 <S>                            <C>        <C>         <C>          <C>
 Current:
   Federal                      $ 1,011    $  196      $(1,528)     $1,284
   State                             91       (58)          65          43
                                 ------    ------       ------      ------
                                  1,102       138       (1,463)      1,327
                                 ------    ------       ------      ------
 Deferred (primarily Federal):
   Current                          421      (543)         288        (205)
   Non-current                   (6,210)   (2,039)       1,661       2,875
                                 ------    ------       ------      ------
                                 (5,789)   (2,582)       1,949       2,670
                                 ------    ------       ------      ------
 Provision (benefit)
  for income taxes              $(4,687)  $(2,444)     $   486      $3,997
                                 ======    ======       ======      ======

The above amounts for 1999 do not include the approximate $1,423 of tax
benefits related to the extraordinary charge on refinancing of debt as
described in Note 5.

</TABLE>

Deferred income taxes reflect the tax impact of temporary differences between
the amount of assets and liabilities for financial reporting purposes and such
amounts as measured by tax laws and regulations.  The net deferred income tax
liabilities of the Company are comprised of the following as of:


<TABLE>
<CAPTION>
                                                         December 31,
                                                       1999       1998
                                                      ------     ------
<S>                                                   <C>        <C>
Total deferred tax liabilities, primarily related
 to property basis differences and related effects,
 including accelerated tax depreciation               $20,240    $18,781
                                                       ------     ------
Deferred tax assets attributable to:
  Non-deductible liabilities and reserves               1,299      1,741
  Net operating loss carryovers expiring through
   the year ending December 31, 2018                   19,073     11,385
                                                       ------     ------
Total deferred tax assets                              20,373     13,126
                                                       ------     ------
Net deferred tax (assets) liabilities, net of
 $1,299 and $1,721, respectively, reflected in
 other current assets                                 $  (133)   $ 5,655
                                                       ======     ======
</TABLE>

A reconciliation of the provision (benefit) for income taxes to the maximum
statutory Federal rate of 35% is as follows for the following periods:

<TABLE>
<CAPTION>
                                                    Eight months
                                    Year ended         ended      Year ended
                                    December 31,     December 31,  April 30,
                                  1999       1998       1997         1997
                                  ----       ----       ----         ----
 <S>                             <C>        <C>        <C>         <C>
 Tax at statutory Federal rate   $(4,617)   $(2,357)    $ 526       $3,670
 State income taxes (benefits),
  net of federal tax benefit        (295)      (347)     (143)         195
 Goodwill amortization               101        101        67          101
 Other                               124        159        36           31
                                  ------     ------     -----        -----
                                 $(4,687)   $(2,444)    $ 486       $3,997
                                  ======     ======     =====        =====
</TABLE>

During 1999, 1998, the eight months ended December 31, 1997, and the year
ended April 30, 1997, the Company made cash payments for income taxes of $105,
$317, $1,016, and $3,000, respectively.  Of the amount paid during 1998, $200
was claimed as a Federal refund in January 1999.  During 1998, the Company
received Federal tax refunds totaling $2,097.  During the year ended April 30,
1997, the Company claimed Federal tax refunds of $1,871, which were received
in May 1997.

9.   Commitments and contingencies

The Company is a party to various claims and legal proceedings generally
incidental to its business.  Although the ultimate disposition of these
proceedings is not presently determinable, management does not believe that
adverse determination in any or all of such proceedings will have a material
adverse effect upon the financial condition, cash flows, or the results of
operations of the Company.

The Company leases a variety of assets for use in its operations.  With
respect to operating leases of steel processing equipment and certain real
property, the Company has negotiated purchase options that are effective prior
to or at the end of the lease term of such operating lease agreements.  With
respect to the Company's operating lease commitments, net aggregate future
lease payments as of December 31, 1999, are payable as follows:

<TABLE>
                    <S>                      <C>
                    2000                       3,937
                    2001                       3,588
                    2002                       3,411
2003 3,336
2004 3,274
                    Thereafter                 3,757
                                             -------
                                             $21,303
                                             =======
</TABLE>

The Company is a party to certain severance and employment agreements with its
executive officers and other members of senior management, which agreements
provide termination and other benefits to such individuals.


10.   Quarterly financial data (unaudited)

Summarized quarterly financial data for the calendar years ended December 31,
1999 and 1998 follows:

<TABLE>
<CAPTION>
                          First      Second       Third     Fourth
                         quarter     quarter     quarter    quarter      Year
                         -------     -------     -------    -------     ------
<S>                      <C>         <C>         <C>        <C>        <C>
Net sales:
  1999                   $ 90,377    $ 90,863    $84,199    $84,508    $349,947
  1998                    110,373     104,724     95,646     80,438     391,181

Gross profit:
  1999                      2,147       3,588      5,610      6,387      17,732
  1998                      7,756       7,762      5,156        643      21,317

Net income (loss) before
 extraordinary item:
  1999 (a)                 (3,177)     (3,048)      (946)    (1,332)     (8,503)
  1998                        651         482     (1,103)    (4,321)     (4,291)

Net income (loss):
  1999 (a)(b)              (3,177)     (5,692)      (946)    (1,332)    (11,147)
  1998                        651         482     (1,103)    (4,321)     (4,291)

Earnings (loss) per common
 share (basic and diluted):
  Net income (loss) before
   extraordinary item:
    1999 (a)                 (.36)       (.35)      (.11)      (.15)       (.97)
    1998                      .07         .05       (.13)      (.49)       (.50)
  Net income (loss):
    1999 (a)(b)              (.36)       (.65)      (.11)      (.15)      (1.27)
    1998                      .07         .05       (.13)      (.49)       (.50)

(a) In the fourth quarter, the Company incurred a pre-tax non-recurring loss of $1,720
on the sale of its South Carolina facility as more fully described in Note 2.
(b) In the second quarter, the Company incurred a net of tax extraordinary loss of
$2,644 (or $.30 per common share, basic and diluted) on refinancing of the Company's
long-term debt, as more fully described in Note 5.

</TABLE>

REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of Huntco Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of cash flows, and of changes in
shareholders' equity present fairly, in all material respects, the financial
position of Huntco Inc. and its subsidiaries at December 31, 1999 and 1998,
and the results of their operations and their cash flows for the years ended
December 31, 1999 and 1998, the eight months ended December 31, 1997, and for
the year ended April 30, 1997, in conformity with accounting principles
generally accepted in the United States.  These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits.  We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States, which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for the
opinion expressed above.


PRICEWATERHOUSECOOPERS LLP

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri
January 28, 2000

<PAGE>

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

None.



                                   PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
Information regarding the Company's directors is incorporated herein by
reference to the information included under the title "Proposal 1: Election of
Directors --Nominees for Directors", "--Information as of March 15, 2000
Regarding the Board's Nominees for Election as Directors at the 2000 Annual
Meeting for Terms to Expire at the Annual Meeting in 2003"; and "--Information
as of March 15, 2000 Regarding the Directors Who are Not Nominees for Election
and Whose Terms Continue Beyond 2000," contained within the Company's 2000
Proxy Statement.

Information regarding the Company's executive officers is contained at the end
of Part I of this Annual Report on Form 10-K (General Instruction G) under the
heading EXECUTIVE OFFICERS OF THE REGISTRANT, and is incorporated herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------
Information regarding executive compensation is incorporated herein by
reference to the information included under the titles "Proposal 1: Election
of Directors --Directors' Fees" contained within the Company's 2000 Proxy
Statement;  "Executive Compensation --Summary Compensation Table", "-
Option/SAR Grants in Last Fiscal Year", "--Aggregated Option/SAR Exercises in
Last Fiscal Year and FY-End Option/SAR Values", "- Severance and Employment
Agreements", and "--Compensation Committee Interlocks and Insider
Participation" contained within the Company's 2000 Proxy Statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------
Information regarding security ownership of certain beneficial owners and
management is incorporated herein by reference to the information included
under the title "Voting, Voting Securities and Principal Holders Thereof --
Holdings of Management and Principal Shareholders" contained within the
Company's 2000 Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
Information regarding certain relationships and related transactions is
incorporated herein by reference to the information included under the title
"Certain Transactions" contained within the Company's 2000 Proxy Statement.

<PAGE>
                                   PART IV

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

(a)   Documents filed as a part of this Report:

      (1)   Financial Statements -- The Company's financial statements
together with the report thereon of PricewaterhouseCoopers LLP dated January
28, 2000, are set forth herein under Item 8.

      (2)   Financial Statement Schedules -- Omitted, not applicable.

      (3)   Exhibits -- Exhibits attached are numbered in accordance with the
Exhibit Table at Item 601 of Regulation S-K.  For a listing of each management
contract or compensatory plan or arrangement required to be filed as an
exhibit to this Report, see the Exhibits listed under Exhibit Nos.
10(iii)(A)(1) through 10(iii)(A)(11).  The following Exhibits listed in the
Exhibit Index are filed with this Report:

     10(iii)(A)(1):  Severance Agreement dated as of January 1, 2000 executed
by and between Huntco Inc. and B. D. Hunter

     10(iii)(A)(2):  Employment Agreement dated as of January 1, 2000 executed
by and between Huntco Inc. and Robert J. Marischen

     10(iii)(A)(3):  Employment Agreement dated as of January 1, 2000 executed
by and between Huntco Inc. and Anthony J. Verkruyse

     10(iii)(A)(7):  Description of Performance Bonus Arrangement for
executive officers for the calendar year ending December 31, 2000.

     10(iii)(A)(9):  Form of Option Agreement for Awards of Options under
Amended and Restated 1993 Incentive Stock Plan.

     10(iii)(A)(10):  Description of tax reimbursement arrangement between the
Company and Mr. Robert J. Marischen, upon exercise of certain non-qualified
stock options.

     23(ii):  Consent of PricewaterhouseCoopers LLP.

     24:  Powers of Attorney submitted by B. D. Hunter, Robert J. Marischen,
Anthony J. Verkruyse, James J. Gavin, Jr., Donald E. Brandt and Michael M.
McCarthy.

     27:  Financial Data Schedule.

(b) Reports on Form 8-K

The Company filed a Form 8-K on October 14, 1999 that incorporated by
reference into Item 5, "Other Events", and filed as an exhibit to such Form 8-
K, the press release issued by the Company that discussed (i) its earnings for
the three and nine months ended September 30, 1999, (ii) certain forward-
looking data for the year ending December 31, 1999, and (iii) the appointment
of the Company's new Chief Financial Officer.

The Company filed a Form 8-K on December 10, 1999 that incorporated by
reference into Item 5, "Other Events", and filed as an exhibit to such Form 8-
K, the press release issued by the Company reporting that it had agreed to the
sale of its steel processing facility located in South Carolina.


<PAGE>
                                  SIGNATURES

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

                                              HUNTCO INC.
                                              (Registrant)

Date: March 24, 2000                          By:/s/ Anthony J. Verkruyse
                                                 ------------------------
                                                  Anthony J. Verkruyse,
                                                   Vice President and
                                                   Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints B. D. Hunter, Robert J. Marischen and Anthony J.
Verkruyse, and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this report and any and all amendments to this
report, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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


    /s/ B. D. Hunter               Director, Chairman of the    March 24, 2000
---------------------------------   Board and Chief Executive
      B. D. Hunter                  Officer
                                    (Principal Executive Officer)

    /s/ Robert J. Marischen        Director, Vice Chairman of   March 24, 2000
---------------------------------   the Board & President
      Robert J. Marischen

    /s/ Anthony J. Verkruyse       Vice President and Chief     March 24, 2000
---------------------------------   Financial Officer
      Anthony J. Verkruyse          (Principal Financial
                                    and Accounting Officer)

    /s/ Donald E. Brandt           Director                     March 24, 2000
---------------------------------
      Donald E. Brandt

    /s/ James J. Gavin, Jr.        Director                     March 24, 2000
---------------------------------
      James J. Gavin, Jr.

    /s/ Michael M. McCarthy        Director                     March 24, 2000
---------------------------------
      Michael M. McCarthy

<PAGE>
                                 EXHIBIT INDEX

These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.

2:  Omitted - not applicable.

3(i):     Restated Articles of Incorporation of Huntco Inc. incorporated by
reference to Exhibit 3(i) of the Company's 1995 Annual Report on Form 10-K,
filed on July 28, 1995.

3(ii):    Amended and Restated Bylaws of Huntco Inc., incorporated by
reference to Exhibit 3(ii) of the Company's Form 10-Q for the quarter ended
October 31, 1997, filed on December 15, 1997.

4(i)(a):  Reference is made to Articles III and VIII of the Restated Articles
of Incorporation of Huntco Inc., incorporated by reference to Exhibit 3(i) of
the Company's 1995 Annual Report on Form 10-K filed July 28, 1995.

4(i)(b):  Certificate of Designation defining the terms and provisions of the
Company's Series A Preferred Stock, incorporated by reference to Exhibit
4(v)(a) of the Company's Form 10-Q for the quarter ended January 31, 1997,
filed on March 14, 1997.

4(i)(c):  Registration Rights Agreement dated January 30, 1997, issued in
conjunction with the issuance of the Company's Series A Preferred Stock,
incorporated by reference to Exhibit 4(v)(b) of the Company's Form 10-Q for
the quarter ended January 31, 1997, filed on March 14, 1997.

4(i)(d):  Reference is made to Articles III, IV, V, XI, XII, and XIII of the
Amended and Restated Bylaws of Huntco Inc., incorporated by reference to
Exhibit 3(ii) of the Company's Form 10-Q for the quarter ended October 31,
1997, filed on December 15, 1997.

4(ii)(a)(1): Loan and Security Agreement dated April 15, 1999, by and among
Congress Financial Corporation (Central), as Lender; Huntco Steel, Inc. and
Midwest Products, Inc., as Borrowers; and Huntco Inc., Huntco Nevada, Inc.,
and HSI Aviation, Inc., as Guarantors; incorporated by reference to Exhibit
4(ii)(a) of the Company's Form 10-Q for the quarter ended March 31, 1999,
filed on May 14, 1999.

4(ii)(a)(2): Form of Security Agreement dated April 15, 1999, executed by each
of Huntco Inc., Huntco Nevada, Inc., and HSI Aviation, Inc., in favor of
Congress Financial Corporation, executed in connection with the Loan and
Security Agreement dated April 15, 1999 by and among Congress Financial
Corporation (Central), as Lender; Huntco Steel, Inc. and Midwest Products,
Inc., as Borrowers; and Huntco Inc., Huntco Nevada, Inc., and HSI Aviation,
Inc., as Guarantors; incorporated by reference to Exhibit 4(ii)(b) of the
Company's Form 10-Q for the quarter ended March 31, 1999, filed on May 14,
1999.

4(ii)(b)(1):  Lease Agreement dated as of June 1, 1992 by and between the City
of Blytheville, Arkansas and Huntco Steel, Inc., which Lease Agreement
represents a capital lease, incorporated herein by reference to Exhibit
10(ii)(D)(1) of the Company's Registration Statement on Form S-1 (33-62936)
and filed on May 19, 1993.

4(ii)(b)(2):  First Amendment to Lease Agreement dated as of August 17, 1993
by and between the City of Blytheville, Arkansas and Huntco Steel, Inc., which
Lease Agreement represents a capital lease, incorporated herein by reference
to Exhibit 10(ii)(D)(1)(ii) to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (33-71426) and filed on November 23, 1993.

9:  Omitted - not applicable.

10(iii)(A)(1):  Severance Agreement dated as of January 1, 2000 executed by
and between Huntco Inc. and B. D. Hunter

10(iii)(A)(2):  Employment Agreement dated as of January 1, 2000 executed by
and between Huntco Inc. and Robert J. Marischen

10(iii)(A)(3):  Employment Agreement dated as of January 1, 2000 executed by
and between Huntco Inc. and Anthony J. Verkruyse

10(iii)(A)(4):  Description of Performance Bonus Arrangement for executive
officers for the fiscal year ending April 30, 1997, incorporated by reference
to Exhibit 10(iii)(A)(5) of the Company's 1996 Annual Report on Form 10-K,
filed on July 26, 1996.

10(iii)(A)(5):  Description of Performance Bonus Arrangement for executive
officers for the calendar year ending December 31, 1998, incorporated herein
by reference to Exhibit 10(iii)(A)(7) of the Company's Form 10-K filed on
March 30, 1998.

10(iii)(A)(6):  Description of Performance Bonus Arrangement for executive
officers for the calendar year ending December 31, 1999, incorporated herein
by reference to Exhibit 10(iii)(A)(5) of the Company's Form 10-K filed on
March 29, 1999.

10(iii)(A)(7):  Description of Performance Bonus Arrangement for executive
officers for the calendar year ending December 31, 2000.

10(iii)(A)(8):  Huntco Inc. 1993 Incentive Stock Plan, as Amended and Restated
in 1996, incorporated herein by reference to Exhibit 10(iii)(A)(2) of the
Company's Form 10-Q for the quarter ended July 31, 1996, filed on August 13,
1996.

10(iii)(A)(9):  Form of Option Agreement for Awards of Options under the
Amended and Restated 1993 Incentive Stock Plan.

10(iii)(A)(10):  Description of tax reimbursement arrangement between the
Company and Mr. Robert J. Marischen, upon exercise of certain non-qualified
stock options.

10(iii)(A)(11):  Severance Agreement and Release entered into by and between
Huntco Inc. and Terry J. Heinz, dated as of March 8, 1999, incorporated herein
by reference to Exhibit 10(iii)(A)(9) of the Company's Form 10-K filed on
March 29, 1999.

11:  Omitted - not applicable.

12:  Omitted - not applicable.

13:  Omitted - not applicable.

16:  Omitted - not applicable.

18:  Omitted - not applicable.

21:  Subsidiaries of the Company, incorporated by reference to Exhibit 21 of
the Company's fiscal 1997 Annual Report on Form 10-K, filed on July 25, 1997.

22:  Omitted - not applicable.

23(ii):  Consent of PricewaterhouseCoopers LLP.

24:  Powers of attorney contained on the signature page found herein.

27:  Financial Data Schedule.

99:  Omitted - not applicable.