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

                                   FORM 10-K

[x]   TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the eight months ended December 31, 1997

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

         MISSOURI                                              43-1643751
-------------------------------                           -------------------
(State or other jurisdiction of                           (I.R.S. 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 stock held by non-affiliates of the
Registrant at February 28, 1998 was $74,489,019 (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 stock of the Company, is held by
affiliates of the Company.

     As of February 28, 1998, 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 definitive Proxy Statement for the Annual
Meeting of Shareholders to be held May 7, 1998 (the "1998 Proxy Statement"),
are incorporated by reference into Part III of this report.

                                    PART I

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

BACKGROUND
----------

Huntco Inc. ("Huntco" or "the Company") was incorporated under Missouri law in
May 1993, to indirectly hold 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 portable compressed air vessels for sale through mass
merchandisers and compressed air cylinders for use in tractor-trailer brake
systems.

The Company's products are delivered from facilities in Arkansas, Illinois,
Kentucky, Missouri, Oklahoma, South Carolina, Tennessee, and Texas to over
1,400 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 its 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; edge conditioned; or in the case
of pickled and oiled, tempered and cold rolled products, sold as master coils.
The Company also produces custom metal stampings.


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 and between the primary 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,
tempering, edge rolling, shearing and stamping.  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 and service centers and distributors increasingly have
sought to purchase steel on shorter lead times and with more frequent and
reliable deliveries than normally can be provided by the primary producers.
Additionally, most manufacturers are not willing to commit to the investment
in technology, equipment and inventory required to process steel for use in
their own manufacturing 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, blanking, edge rolling, shearing and
stamping 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.  Edge rolling imparts
round or smooth edges to produce strips or coils.  Shearing cuts the steel
into small pieces.  Stamping involves using presses to form previously
processed steel (e.g. slit coils) into parts.

The Company also manufactures compressed air cylinders for tractor-trailer air
brake systems 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
by a Company processing center, including the stamped heads, legs and handles
and the blanked wraps.  The components are welded, painted, tested and
packaged as required.


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

     Blytheville Facility:

Located in Blytheville, Arkansas, with access to the Mississippi River, the
Blytheville facility continues to drive the Company's growth.  The Company
began operations in Blytheville in October, 1992 with a new, heavy gauge, cut-
to-length line, followed by a new, heavy gauge, slitting line in June, 1993.
A push-pull coil pickling line was next placed into service in June, 1994.

The Company's cold rolling operation, which includes a cold rolling mill,
annealing furnaces, and a temper mill for coils up to 60 inches wide (the
"Cold Mill"), began limited production during the quarter ended July 31, 1995.
The initial phase of the Cold Mill had a productive capacity of up to 240,000
tons per year.  During 1997, the Company completed capacity and quality
enhancements to the Cold Mill by adding more annealing furnaces and installing
shape meter rolls to the cold rolling mill, thereby increasing the capacity of
the Cold Mill to produce fully annealed cold rolled master coils to
approximately 360,000 tons per year.  The Company plans to add a new
filtration system to the cold rolling mill and an electrostatic oiler to the
temper mill during 1998.  These enhancements to the Cold Mill are expected to
result in higher product quality.  The Company has also substantially
completed the installation of a second coil pickling line, beginning
production on this line in January, 1998.  The new pickling line should
increase the Company's pickling capacity to approximately 900,000 tons per
year, and is expected to provide a higher quality feedstock for the Cold Mill.

During the summer of 1996, the Company completed the relocation of its
stamping operations from a facility located in Springfield, Missouri to a new
plant located within the Blytheville facility.  In conjunction with this
relocation, the Company added new slitting and blanking equipment designed to
process both cold rolled and pickled and oiled steel.

On January 30, 1997, the Company acquired a hot rolled steel tempering
facility from Coil-Tec, Inc.  The acquired plant was located immediately
adjacent to the Company's existing Blytheville operation, and has been
integrated into the Company's Blytheville facility.

The Company sells its hot rolled, pickled and oiled, and tempered products to
service centers, pipe and tube manufacturers, transportation equipment
manufacturers, metal building companies, original equipment manufacturers,
stampers, and fabricators.  Cold rolled and stamping products are sold to
service centers, tube manufacturers, metal building companies, original
equipment manufacturers, stampers, and fabricators.

     Chattanooga Facility:

Located in Chattanooga, Tennessee, on the Tennessee River, the Chattanooga
facility opened in July, 1994 with a heavy gauge, cut-to-length line.  The
facility was expanded in April, 1995 with the addition of a new slitting line
and in June, 1995 with the addition of a new cut-to-length line, both of which
were designed to process 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.

     Berkeley Facility:

Located in Berkeley County, South Carolina, near Charleston, this new facility
is in close proximity to a new Nucor steel mill which produces both hot rolled
and cold rolled steel.  The Company opened this facility late in its fiscal
year ended April 30, 1997 with a new, heavy gauge, sheet and plate cut-to-
length line and added a new high-speed, light gauge slitting line shortly
thereafter.  The South Carolina facility has rail access as well as waterway
access to the Atlantic Ocean.  The Company is serving markets along the
Atlantic seaboard to the north and south, as well as to the west, with
processed products from this location.

     Gallatin Facility:

Located 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, this
facility was opened by the Company 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.


     Madison Facility:

Located in the St. Louis metropolitan area with access to the Mississippi
River, the Madison, Illinois facility commenced operations in 1983.  The
facility is equipped with two slitting lines.  One of the slitting lines is
used to process heavy gauge, hot rolled steel while the other primarily
processes cold rolled and pickled and oiled steel.  The facility also operates
a new cut-to-length line to process cold rolled and pickled and oiled steel
which was added in the quarter ended April 30, 1996.  Early in the fiscal year
ended April 30, 1997, the Company expanded this facility to provide 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 durables and
transportation equipment manufacturers.

     Catoosa Facility:

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 commenced operations in 1978 and is equipped with a
heavy gauge, cut-to-length line which was purchased new in 1985.  The facility
was expanded during the year ended April 30, 1996, to include a doubling of
the physical plant and the addition of a cut-to-length line to process cold
rolled and pickled and oiled steel.  The building expansion also allows 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 Facility:

Located on a 20-acre tract of land on the shipping channel near Houston,
Texas, the Pasadena facility commenced operations in 1982.  The facility is
equipped with two heavy gauge cut-to-length lines, the first of which was
purchased new in 1982 and the second of which was added in December, 1994.
The Company plans to replace the original cut-to-length line during 1998.  The
facility operates its own unloading facility and is capable of directly
discharging barges.  The facility was expanded in 1996 with the addition of a
new climate controlled warehouse used to store cold rolled steel master coils.
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 and tempered steel.

     Strafford Facility:

Located in Strafford, Missouri, this facility is home for the Company's
cylinder operation which produces approximately 800,000 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.  The major raw material used in the manufacture of the
cylinders is pickled steel, which has been blanked, slit or stamped by the
Company's stamping operation prior to delivery to the Strafford facility 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.


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.


SUPPLIERS
---------

The Company purchases steel coils for processing at regular intervals from a
number of primary steel producers including Nucor Corporation, Gallatin Steel,
AK Steel Corporation, Trico, National Steel Corporation, USX Corporation,
Geneva Steel, Inland Steel Company, Bethlehem Steel Corporation, 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 sold primarily by Company sales
personnel supported by executive management of Huntco Steel, and by the
Company's technical support staff.  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.


CUSTOMERS AND DISTRIBUTION
--------------------------

Huntco sells its processed steel products to over 1,400 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 includes service centers and metal fabricators as well as
various storage tank, consumer durable, energy and transportation related
manufacturers.  Other than one customer which accounted for 5.6% of the
Company's net sales, no other customer accounted for more than 5% of the
Company's net sales for the eight month transition period ended December 31,
1997.  Steel service centers and distributors, which represent the Company's
largest single customer group, accounted for approximately one-third of the
Company's net sales for the transition period ended December 31, 1997.  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 which the Company processes, by
region, generally is not available.  However, based on the Company's knowledge
of the market for processed steel, the amount of processed steel which it
sells to its customers, and a general knowledge of its competitors, 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., Ferralloy Corp. and Heidtman Steel Products
Inc.  The primary competitors of the Company's Cold Mill are various foreign
suppliers, USX Corporation, Gulf States Steel and Nucor.


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 periods.  Quarterly
results can also be affected, either negatively or positively, by changing
steel prices.


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 expenditures in order 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, 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 or financial condition.



EMPLOYEES
---------

As of December 31, 1997, the Company employed 752 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.


YEAR 2000
---------

The Company utilizes computer information systems to internally record and
track information, as well as to interact with certain customers, suppliers,
financial institutions, and other organizations.  Management has preliminarily
assessed risks and costs related to addressing Year 2000 issues as they
pertain to the Company and its information systems.  Based upon this
assessment, the Company does not believe that the modification of the
Company's systems to address such matters will have a material impact on the
Company's financial position or results of operations.  However, there are
numerous uncertainties relating to addressing Year 2000 issues.  These include
actual implementation of measures to address Year 2000 concerns, the impact of
outside parties appropriately addressing their Year 2000 issues, and other
factors, some of which may be out of the Company's control, and all of which
may cause results to be different than currently anticipated by the Company.


ITEM 2.  PROPERTIES
-------------------

Reference should be made to the "REVIEW OF OPERATIONS" information found
within ITEM 1 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
------------------------------  -------  -------------------------------------

     Blytheville, Arkansas:
     ---------------------
<S>                             <C>      <C>
Cutting-to-length                80,000  Lease with a $100 purchase option.
Slitting
Tension leveling, shape
 correction or elongation
Gauge verification and testing
Coil storage
Edge conditioning

Coil pickling                    30,000  Owned improvements on leased realty.
Coil warehouse and storage       32,000  Owned improvements on leased realty.
Second coil pickling line        96,000  Leased equipment, with fair value
                                          purchase option, other owned
                                          improvements on leased realty

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

Cutting-to-length               152,000  Lease with $100 purchase option (1).
Slitting
Blanking
Tension leveling
Shearing and stamping
Gauge verification and testing
Design and tool engineering

Heavy gauge tempering           130,000  Leased facility and equipment, with
Gauge verification and testing            certain fair value purchase options.
Cutting-to-length                        Selected owned improvements.

     Chattanooga, Tennessee:
     ----------------------

Cutting-to-length               126,000  Lease with $10 purchase option (1).
Slitting
Tension leveling
Coil storage
Gauge verification and testing

     Berkeley County, South Carolina:
     -------------------------------

Cutting-to-length               130,000  Owned real estate;
Slitting                                  leased processing equipment with
Tension leveling                          certain fair value purchase options.
Coil storage
Gauge verification and testing

     Gallatin County, Kentucky:
     -------------------------

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

     Madison, Illinois:
     ------------------

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

     Catoosa, Oklahoma:
     -----------------

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

     Pasadena, Texas:
     ---------------

Cutting-to-length                45,000  Owned.
Gauge verification and testing
Coil storage                     21,000  Owned.

     Strafford, Missouri:
     -------------------

Gauge verification and testing  100,000  Owned.
Welding
Painting

(1) These leases represent arrangements by which title is held by the
respective County or municipality involved for tax abatement purposes via
capital lease arrangements, whereby the underlying capital lease obligation of
the operating subsidiary 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 of such facilities, most of the
Company's steel processing plants operate an average of approximately 2 shifts
per day on a five day per week basis.  The compressed air cylinder
manufacturing facility in Strafford, Missouri operates approximately 1.5
shifts per day.


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 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
two months ended December 31, 1997.


<PAGE>
                                   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, 1997, there were 74 holders of
record of the Company's Class A common stock and two holders of record of the
Company's Class B common stock.

All of the Company's 3,650,000 Class B Shares, the only other class of common
equity authorized for issuance under the Company's Restated Articles of
Incorporation (the "Articles"), 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 as the
Articles provide that the Class B Shares are not transferrable except:  (i)
upon conversion into Class A Shares as provided in the Articles; (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 prices 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 July 31, 1995        $19.750  $14.250    $.025
     Quarter ended October 31, 1995      18.375   12.375     .030
     Quarter ended January 31, 1996      17.625   12.500     .030
     Quarter ended April 30, 1996        21.750   15.375     .030

     Quarter ended July 31, 1996         19.375   15.125     .030
     Quarter ended October 31, 1996      20.125   15.375     .035
     Quarter ended January 31, 1997      18.500   13.500     .035
     Quarter ended April 30, 1997        14.000   10.000     .035

     Quarter ended July 31, 1997         15.000   12.875     .035
     Quarter ended October 31, 1997      14.875   13.375     .035
     Two-month period
      ended December 31, 1997            17.125   11.625     .035



</TABLE>


<PAGE>
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA
---------------------------------------------
<TABLE>
<CAPTION>
INCOME STATEMENT DATA  (in thousands, except per share amounts):

                                Eight months
                                   ended                    Year Ended April 30,
                                December 31, --------------------------------------------------
                                  1997 (1)     1997      1996       1995      1994      1993
                                 ---------   -------   -------    -------   -------   -------
<S>                              <C>         <C>       <C>        <C>       <C>       <C>
Net sales                        $246,324    $326,563  $264,087   $197,195  $146,213  $116,236
Cost of sales                     227,871     294,455   245,863(2) 171,521   126,412   101,950
                                  -------     -------   -------    -------   -------   -------
Gross profit                       18,453      32,108    18,224     25,674    19,801    14,286
Selling, general and
 administrative expenses           11,757      15,383    13,147      9,638     8,183     7,076
                                  -------     -------   -------    -------   -------   -------
Income from operations              6,696      16,725     5,077     16,036    11,618     7,210
Interest, net                      (5,194)     (6,239)   (3,268)         5      (183)   (2,523)
                                  -------     -------   -------    -------   -------   -------
Income before income taxes
 and extraordinary item             1,502      10,486     1,809     16,041    11,435     4,687
Provision for income taxes            486       3,997       701      6,037     4,305     1,942
                                  -------     -------   -------    -------   -------   -------
Income before extraordinary item    1,016       6,489     1,108     10,004     7,130     2,745
Extraordinary item, net of tax       -           -         -          -         -         (683)(3)
                                  -------     -------   -------    -------   -------   -------
Net income                          1,016       6,489     1,108     10,004     7,130     2,062
Preferred dividends                   133          50      -          -         (399)     -
                                  -------     -------   -------    -------   -------   -------
Net income available
 for common shareholders          $   883     $ 6,439   $ 1,108    $10,004   $ 6,731   $ 2,062
                                  =======     =======   =======    =======   =======   =======

Earnings per common share (basic):
 Income before extraordinary item   $0.10       $0.72    $0.12      $1.12      $0.86     $0.61
 Net income                         $0.10       $0.72    $0.12      $1.12      $0.86     $0.46
 Weighted average common
  shares outstanding                8,942       8,942    8,942      8,940      7,805     4,500

Earnings per common share (diluted):
 Income before extraordinary item   $0.10       $0.72    $0.12      $1.11      $0.85     $0.61
 Net income                         $0.10       $0.72    $0.12      $1.11      $0.85     $0.46
 Weighted average common
  shares outstanding                8,951       8,942    8,948      9,048      7,926     4,500

Common cash dividends per share     $0.11       $0.14    $0.12      $0.10      $0.06       -


(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 is reporting an eight-month
transition period ending December 31, 1997, in order to change to this new calendar year end.

(2) Includes an $8,000 lower of cost or market inventory adjustment recorded in the second quarter of the
year ended April 30, 1996. See Note 2 to the Consolidated Financial Statements.

(3) Relates to expensing of prepayment premiums and unamortized loan costs upon early retirement of
certain indebtedness.

</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA  (in thousands):
                                                                  April 30,
                                 December 31,  ------------------------------------------------
                                     1997        1997      1996      1995      1994      1993
                                   -------     -------   -------   -------   -------   -------
<S>                               <C>         <C>       <C>       <C>       <C>       <C>
Working capital                   $ 84,182    $ 79,502  $ 62,305  $ 84,046  $ 58,220  $ 23,796
Total assets                       285,265     307,318   222,437   209,898   114,380    67,034
Short-term debt                        209         189       189       371       357     2,782
Long-term debt
 (net of current portion)          110,730     100,877    73,066    68,505     1,631    31,438
Preferred stock                      4,500       4,500      -         -         -        5,470
Common shareholders' equity        116,505     116,561   111,366   111,252   102,097    11,530

</TABLE>

<PAGE>

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

CALENDAR 1998 FORECAST:

The Company enters calendar 1998 with strong forward sales momentum and
expects that its net sales could increase by approximately 15% over calendar
1997 net sales of $366.6 million.  The anticipated increase in net sales is
expected to reflect higher levels of tons sold which are expected to increase
to approximately 1.3 million tons (up from 1.1 million tons in calendar 1997).
While the Company expects that 1998 will likely begin with gross profit
margins at levels similar to those experienced during the eight-month
transition period ended December 31, 1997, as the year progresses, it expects
that its operating results should benefit from 1) a broader supply base and
increased inventory turnover; 2) greater operating efficiencies at its
stamping and cold rolling complex in Blytheville, at its South Carolina
facility and at its other facilities that have been expanded in recent years,
with such efficiencies resulting from equipment enhancements, higher volume
levels, improved product quality and more consistent on-time deliveries; and
3) a more focused sales and marketing effort as the Company will not be
challenged with the start-up of any further significant new operations during
1998, beyond the start-up of its expanded pickling capacity in Blytheville.

The Company recently commenced production on a new coil pickling line at its
Blytheville facility.  This new pickling line is expected to provide a better
quality feed stock for the Company's cold rolling mill, in addition to
expanding the Company's pickling capacity.  The Company has been operating its
other pickling line in Blytheville at full capacity levels for well over a
year.

In addition to its expanded pickling capacity, the Company plans to 1) replace
a cut-to-length line at its Pasadena facility; 2) install a new filtration
system on its cold rolling mill and an electrostatic oiler on its temper mill,
both at its Blytheville facility; and 3) add certain yield enhancing ancillary
equipment to its slitting lines at its Chattanooga, Madison and Blytheville
facilities.  These and other projects currently planned for 1998 are
anticipated to result in capital expenditures of approximately $3.0 to $4.0
million.


RISK FACTORS - 1998 FORECAST:

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 1998 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 which the Company believes could cause actual results to differ
materially from the forward-looking data presented include:


     Impact of changing steel prices on the Company's results of operations:

As evidenced by the unfavorable impact on net income in the years ended April
30, 1996 and 1997, as well as the eight month transition period ended December
31, 1997, the Company's financial results can be significantly impacted by
changing steel prices.  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.  Changing steel prices may cause the Company's
results of operations to fluctuate significantly.

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 has no
long-term, fixed-price steel purchase contracts.  The Company generally does
not enter into fixed-price sales contracts with its steel processing customers
with terms longer than three months.

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 net income, particularly as
it liquidates its inventory position.  The Company believes that a major
portion of the effect of a steel price change on net income is likely to be
experienced within three months of the effective date of the change. When a
series of changes in steel prices occurs, the period in which net income 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, and conditions exist which could cause this volatility to continue
during 1998.  No assurance can be given that volatility in steel prices will
not again negatively impact the Company's results of operations and net
income.


     Continued internal expansion involving new processes and markets:

Notwithstanding the fact that the growth in the Company's net sales has
resulted from increasing levels of tons processed and sold, with such
increases in tonnage primarily occurring at newly constructed facilities,
there can be no assurance that the Company will be successful in the continued
development and expansion of its pickling, cold rolling, stamping and hot
rolled tempering operations at its Blytheville, Arkansas facility, or that
these expansions will proceed as quickly as the Company anticipates.
Successful development of these projects requires the Company to develop new
customers, in new market territories and absolute assurance cannot be given
that this will occur on the timetable which the Company expects, if ever.

In addition, the continued ramp-up of the Company's stamping plant in
Blytheville, and the continued maturation of the Company's pickling, cold
rolling and tempering operations in Blytheville and of its South Carolina
facility will cause the Company to face new competition.


     Cyclicality of 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.  The Company
has increased the level of tons of steel sold and processed in each of its
last five fiscal years.  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. The expected increase in tons
processed and shipped assumes that the Company is able to maintain the base
volume of tons processed and shipped that it has realized through the period
ended December 31, 1997.  This assumption is based upon the Company's
experience, the most relevant experience being over the previous five years,
and an assumption that economic conditions in the Company's primary market
areas will reflect a stable, slow-growth environment.  There can be no
assurance, however, that economic conditions will continue to reflect a
stable, slow-growth environment or that other circumstances will not occur
leading to an economic stagnation or downturn.


     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.  Further, new competition is expected in the sale of pickled and
cold rolled products over the next few years as new pickling and/or cold
rolling capacity is added by Nucor in Hickman, Arkansas and by Worthington
Industries, Steel Technologies (through its Mi-Tech joint venture) and Trico
in Decatur, Alabama.


     Interest rates:

Borrowings under the Company's revolving credit agreement are at interest
rates which 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:

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

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 is reporting an eight-month transition period ending
December 31, 1997, in order to change to this new calendar year end.  The
following table sets forth comparative consolidated statements of income for
the eight month transition period ended December 31, 1997 ("TP97" or
"transition period") and the corresponding period in 1996 ("TP96"):

<TABLE>
<CAPTION>
                                          Consolidated Statements of Income
                                       for the eight months ended December 31,
                                                  1997          1996
                                                (audited)   (unaudited)
                                                --------      --------
                                      (in thousands, except per share amounts)

  <S>                                          <C>           <C>
  Net sales                                    $246,324      $206,334
  Cost of sales                                 227,871       184,751
                                                -------       -------
  Gross profit                                   18,453        21,583
  Selling, general and administrative expenses   11,757        10,082
                                                -------       -------
  Income from operations                          6,696        11,501
  Interest, net                                  (5,194)       (3,883)
                                                -------       -------
  Income before income taxes                      1,502         7,618
  Provision for income taxes                        486         2,904
                                                -------       -------
  Net income                                    $ 1,016       $ 4,714
  Preferred dividends                               133          -
                                                -------       -------
  Net income available for common shareholders  $   883       $ 4,714
                                                =======       =======
  Earnings per common share
   (basic and diluted)                            $ .10         $ .53
                                                  =====         =====
  Weighted average
   common shares outstanding:
    Basic                                         8,942         8,942
                                                  =====         =====
    Diluted                                       8,951         8,942
                                                  =====         =====
</TABLE>

Net sales for the transition period were $246.3 million, an increase of 19.4%
over the TP96's net sales of $206.3 million.  The improvement in net sales is
primarily attributable to increased levels of tons processed.  The Company
processed 744,468 tons of steel during the transition period, an increase of
23.3% in comparison to the eight months ended December 31, 1996.  A
substantial portion of this tonnage increase related to higher sales 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 the transition period
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.  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.

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

The Company's gross profit margins came under pressure in late 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 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.

Selling, general and administrative ("SG&A") expenses of $11.8 million for the
transition period reflect an increase of $1.7 million over TP96.  However,
the Company's SG&A expenses expressed as a percentage of net sales have
remained relatively steady.  During the transition period, SG&A expenses
expressed as a percentage of net sales decreased only .1% from the 4.9% of net
sales figure realized for the eight months ended December 31, 1996.  The
increase in SG&A expenses is attributable to the higher level of business
activity conducted throughout the Company, including the new facilities in
Kentucky and South Carolina.

Income from operations was $6.7 million in the transition period, 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 capitalized interest during TP97
versus TP96.  The Company capitalized $.8 million of interest costs to
construction in progress during the transition period, versus $.9 million for
the eight months ended December 31, 1996.

The effective income tax rate experienced by the Company was 32.4% during the
transition period, 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 the transition period.

Net income available for common shareholders for the transition period 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 the transition period, 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 is primarily
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.

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

Reflecting low cost imported material available in the Company's markets
during FY97 and relatively high domestic prices for hot rolled steel at the
beginning of FY96, average per ton selling values declined approximately 0.7%
for the year ended April 30, 1997, as compared to the prior year.

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 also negatively impacted during FY97 due to costs
stemming from the start-up of the Company's new plants, primarily the
relocated Blytheville stamping operation and the new facilities in Gallatin
County, Kentucky and Berkeley County, South Carolina.  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 third quarter 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.  For
a further discussion of the prior year impact of declining steel prices and
the related lower of cost or market inventory adjustment, see Note 2 to the
Company's Consolidated Financial Statements, as well as the discussion
included in the comparison of the results of operations between FY96 and the
year ended April 30, 1995 which follows.

Selling, general and administrative ("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 is attributable to
the higher level of business activity conducted throughout the Company, and
the new facilities in Kentucky and South Carolina.

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 many of the Company's capital projects have been placed
into service.  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 compares 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.



     FISCAL YEAR ENDED APRIL 30, 1996 ("FY96") COMPARED TO FISCAL YEAR ENDED
     APRIL 30, 1995 ("FY95"):

Net sales for FY96 were $264.1 million, an increase of 34.0% in comparison to
the $197.2 million of net sales for FY95.  The improvement in net sales was
attributable to increased levels of tons sold.  For FY96, the Company sold
771,937 tons of steel, an increase of 36.2% over the prior year.  Included in
the FY96 tons sold figures were 91,373 tons of cold rolled steel products
produced at the Company's new cold rolling operation in Blytheville, Arkansas.
Net sales of cold rolled products totaled approximately $40.5 million for the
year ended April 30, 1996.

Approximately 23.9% and 26.2% of the tons sold in the years ended April 30,
1996 and 1995, respectively, represented customer-owned material processed and
sold on a per ton, fee basis.

Average per ton selling values for the Company's traditional hot rolled and
pickled and oiled products declined 3.7% in comparison to the previous fiscal
year.  These selling price declines were primarily reflective of the lower
base price of hot rolled steel available from the primary domestic producers,
as discussed further below.

Starting late in FY95, and continuing through the second quarter of FY96, the
primary domestic steel producers introduced multiple reductions in the price
of hot rolled steel, which is the primary raw material used in the Company's
steel processing business.  These raw material price reductions accelerated
during the second quarter of FY96, as the base price charged by the Company's
suppliers of hot rolled steel declined from $350.00 per ton as of August 1,
1995, to as low as $280.00 per ton during September 1995.  As a result of
these price reductions, the Company recorded a lower of cost or market
inventory adjustment in the second quarter of FY96, which reduced the carrying
value of its on hand inventories by approximately $8.0 million (before related
income tax benefits) as of October 31, 1995.

The decreases in the base price of hot rolled steel initiated or accelerated
inventory stock reductions by steel processors, including the Company, as well
as by many of the Company's customers.  In response to this changed market
situation, the Company at first delayed planned increases in its selling
prices, but as the first quarter of FY96 progressed, began lowering its
selling prices in advance of receiving lower cost raw materials.

The downward pressure on raw material hot rolled steel pricing during FY95
began at a time when the average cost of steel in the Company's inventory was
increasing.  The Company had previously sold most of the lower cost foreign
material purchased during FY95, and was beginning to sell steel purchased from
domestic suppliers, which was purchased at prices in effect before the series
of sheet price reductions were implemented.  Also, due to (1) unpredictable
lead times for receipt of the imported material purchased by the Company
during FY95, (2) delay in the start-up of the Company's new cold rolling mill
and (3) steel purchased in advance of further announced price increases, the
Company's on hand inventory position was at higher than normal levels when
this series of price reductions was initiated by the primary domestic steel
producers.

In addition to the negative effects on the Company's net sales and gross
profit caused by the declining price of steel discussed above, lower
absorption of manufacturing costs associated with the start-up and ramp-up of
the Company's new cold rolling operation served to keep the Company's gross
profit under pressure during FY96.

As a result of the factors discussed in the preceding paragraphs, gross profit
as a percentage of net sales decreased from 13.0% in FY95 to 6.9% for FY96.

Selling, general and administrative ("SG&A") expenses increased $3.5 million
from FY95 to FY96, due to the increased sales activity of the Company and its
continued operational expansion.  However, SG&A expenses remained relatively
constant as a percentage of net sales, showing only a negligible increase over
the prior year (i.e., 5.0% for FY96 versus 4.9% for FY95).

Income from operations declined to $5.1 million for FY96, from $16.0 million
for FY95.  This decrease reflects the factors discussed in the preceding
paragraphs.

Net interest expense of $3.3 million was incurred during FY96, versus a
negligible amount of net interest income for FY95.  The increase in interest
expense arose from borrowings to fund the Company's capital expansion program.
In addition, the Company capitalized $2.1 million and $1.8 million of interest
costs to construction in progress during FY96 and FY95, respectively.

The effective income tax rate experienced by the Company was 38.8% for FY96
versus 37.6% for FY95.  The difference between the effective tax rate and the
federal statutory rate of 35.0% is primarily the result of state income taxes
and the non-deductible amortization of goodwill and other costs, the effect of
which is greater when the Company experiences lesser amounts of income before
income taxes.

The Company reported net income for FY96 of $1.1 million, or $.12 per common
share (basic), which compares to net income of $10.0 million, or $1.12 per
common share (basic) in the prior year.  This decrease reflects the factors
discussed in the preceding paragraphs.


LIQUIDITY AND CAPITAL RESOURCES:

The Company invested $10.0 million, $28.1 million, $34.2 million, and $54.3
million of cash during the transition period, FY97, FY96, and FY95,
respectively, in new property, plant and equipment, as expenditures were made
in conjunction with the Company's capital expansion projects -- most
significantly the Company's second coil pickling line during the transition
period; the new Kentucky facility, the new stamping plant at the Blytheville
facility, the new South Carolina facility and the acquisition of certain
equipment from Coil-Tec, Inc. during FY97, and the new Blytheville cold
rolling operation during FY96 and FY95.  Cash remaining from the Company's
November 1993 public stock offering provided the funds to allow the Company to
continue its capital expansion program into FY95.  The Company has been able
to sustain its capital expansion efforts since this time primarily by way of
increased corporate borrowings.

During the transition period, the Company generated $.1 million of cash from
operations, within which it saw its inventory balance drop $24.0 million as
the Company concentrated its efforts on decreasing on hand and on order
inventory positions during the relatively slow November and December business
activity months.  The drop in inventory, combined with other transition period
results of operations, allowed the Company to decrease its accounts payable
balance by $32.5 million by the end of the transition period.

During FY97 and FY95, net cash used by operations was $4.5 million and $22.6
million, respectively.  Inventories registered significant increases in both
of these years (a) in support of the substantial growth in sales volumes
experienced by the Company, (b) in order to stage material for throughput on
the Company's new processing lines, and (c) as of April 30, 1995 as a
defensive measure by the Company in light of rising steel prices throughout
much of FY95.  However, FY96 saw a large reduction in the Company's investment
in raw materials as the Company sought to reduce its exposure to raw material
price changes by maintaining a relatively lower balance of domestically
supplied steel coil inventory.  At the same time, the Company continued to
increase its investment in accounts receivable consistent with the Company's
sales growth.  As a result, net cash provided by operations in FY96 was $29.9
million.

In order to assist in the funding of the Company's investment in inventory
during FY97, the Company borrowed additional funds on its revolving credit
facility and significantly increased its trade accounts payable balance as of
April 30, 1997, electing to forego quick pay discounts on much of its
inventory purchases occurring late in FY97.

With respect to cash flows from financing activities, the Company refinanced
$50.0 million in long-term debt during FY96.  On July 14, 1995, the Company
issued $50.0 million of ten-year term notes (the "1995 Notes") to a group of
domestic commercial lenders.  The 1995 Notes bear interest at the fixed rate
of 8.13% per annum and mature in equal annual installments of $7.1 million on
each July 15, 1999-2005.  The proceeds from the issuance of the 1995 Notes
were used to reduce the Company's outstanding borrowings on its line of credit
facility with a group of domestic commercial banks.  As of December 31, 1997,
the Company had unused borrowing capacity of $18.9 million under its revolving
credit facility, which total facility was increased from $60.0 million to
$80.0 million effective December 17, 1996.  However, the amount of unused
borrowing capacity was effectively limited to $10.1 million as of December 31,
1997, as discussed in the following paragraph.

The Company established a policy 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 Company formalized this policy in connection with
the issuance of the 1995 Notes, agreeing with the purchasers of the 1995 Notes
to a covenant limiting the Company's funded debt to no more than 50% of total
capitalization.  As of December 31, 1997, the ratio of funded debt to total
capitalization was 47.8%.  As such, the Company had unused borrowing capacity
of approximately $10.1 million as of December 31, 1997, in accordance with
this debt covenant.

During FY97, the Company entered into operating leases with domestic
commercial lenders for (a) a new cut-to-length line and a new slitting line
for its South Carolina facility, (b) the additional annealing furnaces
acquired for the expansion of its cold rolling facility, (c) a two-high temper
mill for processing hot rolled steel coils, and (d) the second coil pickling
line for the Blytheville facility.  The Company also entered into an operating
lease with an affiliate of Coil-Tec, Inc. 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 $3.7 million and $4.2
million over the next five years.

On January 30, 1997, the Company issued 225,000 shares of 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.  Shares of Series A Preferred
carry a liquidation preference of $20.00 per share, and are convertible on a
one-for-one basis into shares of the Company's Class A common stock (a) at any
time at the option of the holder, and (b) at the option of the Company under
certain circumstances, including if at any time the applicable holding period
under Rule 144(k) of Regulation C promulgated under the Securities Act of 1933
has been satisfied and the closing price of the Company's Class A common
stock, as reported by the New York Stock Exchange, 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 Series A Preferred
to Coil-Tec, Inc. in connection with the Company's acquisition of $4.5 million
of depreciable assets and certain other operating assets of Coil-Tec, Inc. on
January 30, 1997.

During the eight months ended December 31, 1997, the Company paid dividends of
$.9 million on its Class A and Class B common stock ("common stock").  The
Company paid dividends on its common stock of $1.2 million, $1.0 million, and
$.8 million during the years ended April 30, 1997, 1996, and 1995,
respectively.

Beyond completion of the second pickling line at the Blytheville facility
early in 1998, which line has been substantially completed and funded as of
December 31, 1997, the Company plans to: (a) replace a cut-to-length line at
its Pasadena facility, (b) install a new filtration system on its cold rolling
mill and an electrostatic oiler on its temper mill, both at its Blytheville
facility, and (c) add certain yield enhancing ancillary equipment to its
slitting lines at its Chattanooga, Madison and Blytheville facilities.  These
and other projects currently planned are anticipated to result in capital
expenditures of approximately $3.0 million to $4.0 million for 1998.  The
Company expects to fund these projects with cash provided from operations,
through the sale of excess cut-to-length lines located in Pasadena and
Blytheville, and by additional lease financing.

The Company's cash position, unused borrowing capacity, and cash anticipated
to be generated from operations is expected to be sufficient to meet its
commitments in terms of working capital growth, capital expenditures and the
payment of dividends on the outstanding shares of Series A preferred stock and
Class A and Class B common stock during 1998.

The Company maintains the flexibility to issue additional equity in the form
of Class A common stock or additional series of preferred stock if and when
market circumstances dictate.  The Company, from time-to-time, explores
financing alternatives such as increasing its borrowing capacity on its
revolving credit facility, the possibility of issuing additional long-term
debt, or pursuing further operating lease financing for new business
expansions.


<PAGE>

COMPARATIVE CALENDAR 1997 VERSUS 1996 QUARTERLY DATA:

Summarized unaudited quarterly financial data for the calendar years ended
December 31, 1997 and 1996 appears below (dollars in thousands, except per
share amounts):

<TABLE>
<CAPTION>
                     First     Second       Third     Fourth
                    quarter    quarter     quarter    quarter        Year
                    -------    -------     -------    -------     ----------
<S>                 <C>        <C>         <C>        <C>         <C>
Net sales:
  December 1997     $85,501    $93,657     $93,903    $93,492     $366,553
  December 1996      78,345     79,960      82,102     72,081      312,488

Gross profit:
  December 1997       7,349      9,056       8,167      4,407       28,979
  December 1996       8,380      9,259       8,338      7,283       33,260

Net income (loss):
  December 1997       1,224      1,572       1,197     (1,203)       2,790
  December 1996       2,370      2,815       2,043      1,067        8,295

Earnings (loss) per
 common share (basic
 and diluted):
  December  1997        .13        .17         .13      (.14)         .29
  December 1996         .27        .31         .23       .12          .93

</TABLE>

Summarized unaudited quarterly sales volume data for the Company for the
calendar years ended December 31, 1997 and 1996 appears below:

<TABLE>
<CAPTION>
                     First     Second       Third     Fourth
                    quarter    quarter     quarter    quarter        Year
                    -------    -------     -------    -------     ----------
<S>                 <C>        <C>         <C>        <C>         <C>
Tons sold:
  December 1997     193,010    212,776     219,447    209,547       834,780
  December 1996     182,398    183,015     187,250    163,247       715,910

Tons toll processed:
  December 1997      55,297     58,639      76,088     66,508       256,532
  December 1996      50,728     48,653      55,810     43,062       198,253

Total tons sold and processed:
  December 1997     248,307    271,415     295,535    276,055     1,091,312
  December 1996     233,126    231,668     243,060    206,309       914,163

</TABLE>

<PAGE>

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.


NEW ACCOUNTING STANDARDS:

In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128), which
requires public entities to present both basic and diluted earnings per share
amounts on the face of their financial statements, replacing the former
calculations of primary and fully diluted earnings per share.  The Company has
adopted FAS 128 in these financial statements, which adoption did not have a
material effect on its reported earnings per common share for the transition
period or for prior years.


In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (FAS
130), which establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general purpose financial statements.  The Company does not anticipate that
FAS 130, which is first effective for the Company's calendar 1998 first
quarter, will significantly impact the Company's financial reporting.


In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (FAS 131), which requires public entities
to report information about operating segments in annual financial statements
and requires that selected information about operating segments be reported in
interim financial reports issued to shareholders.  The Company does not
anticipate that FAS 131, which is first effective for the Company's calendar
1998 first quarter, will significantly impact the Company's financial
reporting.

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

                                  HUNTCO INC.
                          CONSOLIDATED BALANCE SHEET
                            (amounts in thousands)
<TABLE>
<CAPTION>

                                             December 31,       April 30,
                                                1997         1997       1996
                                             -----------   --------   --------
<S>                                           <C>           <C>        <C>
ASSETS
Current assets:
 Cash                                         $     27     $  1,124   $  2,737
 Accounts receivable, net                       41,643       46,452     36,804
 Inventories                                    81,612      105,569     53,964
 Other current assets                            5,015        3,983      1,926
                                               -------      -------    -------
                                               128,297      157,128     95,431

Property, plant and equipment, net             145,777      141,436    120,338
Other assets                                    11,191        8,754      6,668
                                               -------      -------    -------
                                              $285,265     $307,318   $222,437
                                               =======      =======    =======

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                             $ 40,027     $ 72,569   $ 29,003
 Accrued expenses                                3,879        4,868      3,934
 Current maturities of long-term debt              209          189        189
                                               -------      -------    -------
                                                44,115       77,626     33,126
                                               -------      -------    -------

Long-term debt                                 110,730      100,877     73,066
Deferred income taxes                            9,415        7,754      4,879
                                               -------      -------    -------
                                               120,145      108,631     77,945
                                               -------      -------    -------

Commitments and contingencies (see Note 8)        -            -          -

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         53
  Class B (issued and outstanding, 3,650)           37           37         37
 Additional paid-in-capital                     86,530       86,530     86,567
 Retained earnings                              29,885       29,941     24,709
                                               -------      -------    -------
                                               121,005      121,061    111,366
                                               -------      -------    -------
                                              $285,265     $307,318   $222,437
                                               =======      =======    =======

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
                                 HUNTCO INC.
                      CONSOLIDATED STATEMENT OF INCOME
                   (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                          Eight months ended       Year Ended April 30,
                           December 31, 1997    1997       1996       1995
                           -----------------  -------    -------    ------
<S>                             <C>           <C>        <C>        <C>
Net sales                       $246,324      $326,563   $264,087   $197,195

Cost of sales                    227,871       294,455    245,863    171,521
                                 -------       -------    -------    -------
Gross profit                      18,453        32,108     18,224     25,674

Selling, general and
 administrative expenses          11,757        15,383     13,147      9,638
                                 -------       -------    -------    -------
Income from operations             6,696        16,725      5,077     16,036

Interest, net                     (5,194)       (6,239)    (3,268)         5
                                 -------       -------    -------    -------
Income before income taxes         1,502        10,486      1,809     16,041

Provision for income taxes           486         3,997        701      6,037
                                 -------       -------    -------    -------
Net income                       $ 1,016      $  6,489   $  1,108   $ 10,004

Preferred dividends                  133            50       -          -
                                 -------       -------    -------    -------
Net income available
 for common shareholders         $   883      $  6,439   $  1,108   $ 10,004
                                 =======       =======    =======    =======


Earnings per common share:
  Basic                           $  .10        $  .72     $  .12     $ 1.12
                                   =====         =====      =====      =====
  Diluted                         $  .10        $  .72     $  .12     $ 1.11
                                   =====         =====      =====      =====
Weighted average
 common shares outstanding:
  Basic                            8,942         8,942      8,942      8,940
                                   =====         =====      =====      =====
  Diluted                          8,951         8,942      8,948      9,048
                                   =====         =====      =====      =====

          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 ended       Year Ended April 30,
                               December 31, 1997    1997      1996       1995
                               -----------------   ------    ------     ------
<S>                                   <C>         <C>       <C>       <C>
Series A preferred stock
  Balance at beginning of period      $ 4,500     $  -      $  -     $   -
  January 30, 1997 share issuance        -          4,500      -         -
                                       ------      ------    ------    ------
  Balance at end of period            $ 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     $86,567   $86,533   $86,533
  Other changes                          -            (37)       34      -
                                       ------      ------    ------    ------
  Balance at end of period            $86,530     $86,530   $86,567   $86,533
                                       ======      ======    ======    ======

Retained earnings
  Balance at beginning of period      $29,941     $24,709   $24,629   $15,474
  Net income                            1,016       6,489     1,108    10,004
  Dividends on:
   Common stock                          (939)     (1,207)   (1,028)     (849)
   Series A preferred stock              (133)        (50)     -         -
                                       ------      ------    ------    ------
  Balance at end of period            $29,885     $29,941   $24,709   $24,629
                                       ======      ======    ======    ======


          See Accompanying Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
                                    HUNTCO INC.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                              (amounts in thousands)
<TABLE>
<CAPTION>

                                      Eight months ended     Year Ended April 30,
                                      December 31, 1997    1997      1996     1995
                                      -----------------   -------   -------  -------
<S>                                       <C>            <C>       <C>      <C>
Cash flows from operating activities:
 Net income                               $ 1,016        $ 6,489   $ 1,108  $ 10,004
                                           ------        -------   -------   -------
 Adjustments to reconcile net income
  to net cash provided (used) by
  operating activities:
    Depreciation and amortization           6,018          8,225     6,561     3,589
    Other                                      50           (675)       (5)       (5)
    Decrease (increase) in:
      accounts receivable                   4,809         (9,648)   (7,662)   (9,977)
      inventories                          23,957        (51,605)   23,762   (45,085)
      other current assets                 (1,032)        (2,057)     (961)       94
      other assets                         (2,837)        (2,632)     (910)     (653)
    Increase (decrease) in:
      accounts payable                    (32,542)        43,566     3,485    18,057
      accrued expenses                       (989)           934     2,470       300
      non-current deferred taxes            1,661          2,875     2,091     1,118
                                           ------        -------   -------   -------
        Total adjustments                    (905)       (11,017)   28,831   (32,562)
                                           ------        -------   -------   -------
 Net cash provided (used) by operations       111         (4,528)   29,939   (22,558)
                                           ------        -------   -------   -------
Cash flows from investing activities:
 Acquisition of property,
  plant and equipment, net                (10,008)       (28,102)  (34,153)  (54,252)
                                           ------        -------   -------   -------
 Net cash used by investing activities    (10,008)       (28,102)  (34,153)  (54,252)
                                           ------        -------   -------   -------
Cash flows from financing activities:
 Issuance of Series A preferred stock        -             4,500      -         -
 Net proceeds from newly-issued debt       10,000         28,000    50,000    67,250
 Net payments on long-term debt              (128)          (189)  (45,621)     (362)
 Common stock dividends                      (939)        (1,207)   (1,028)     (849)
 Preferred stock dividends                   (133)           (50)     -         -
 Other                                       -               (37)       34      -
                                           ------        -------   -------   -------
 Net cash provided by financing activities  8,800         31,017     3,385    66,039
                                           ------        -------   -------   -------
Net decrease in cash                       (1,097)        (1,613)     (829)  (10,771)

Cash, beginning of period                   1,124          2,737     3,566    14,337
                                           ------        -------   -------   -------
Cash, end of period                       $    27       $  1,124  $  2,737   $ 3,566
                                           ======        =======   =======   =======

             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 generally accepted accounting principles, and require
management 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 is reporting an eight-month transition period ending
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 seven 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.  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, 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, 1997, April 30, 1997 and
April 30, 1996, the Company's allowance for doubtful accounts balance was
$333, $544 and $430, 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
which 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 noncancellable 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 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.

In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128), which
requires public entities to present both basic and diluted earnings per share
amounts on the face of their financial statements, replacing the former
calculations of primary and fully diluted earnings per share.  The Company has
adopted FAS 128 in these financial statements, which adoption did not have a
material effect on its reported earnings per common share for the transition
period or for prior years.


2.   INVENTORIES

Inventories consisted of the following as of:

<TABLE>
<CAPTION>
                                  December 31,           April 30,
                                     1997            1997         1996
                                  -----------      --------     -------
     <S>                           <C>             <C>          <C>
     Raw materials                 $ 55,991        $ 84,046     $39,426
     Finished goods                  25,621          21,523      14,538
                                   --------        --------     -------
                                   $ 81,612        $105,569     $53,964
                                   ========        ========     =======
</TABLE>

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.

The Company's cost of sales and gross profit were negatively impacted during
the year ended April 30, 1996, due to the recording of an $8,000 lower of cost
or market inventory adjustment. During the first half of the year ended April
30, 1996, the primary steel producers introduced multiple reductions in the
price of hot rolled steel, which is the primary raw material used in the
Company's steel processing business.  These rapid price reductions impacted
the Company when its inventory volume of hot rolled steel coils was at higher
than normal levels.  Due to unpredictable lead times for the receipt of
imported hot rolled steel coils purchased by the Company during fiscal 1995,
the delay in the start up of the Company's new cold rolling mill, and as a
result of steel purchased in advance of previously announced increases in raw
material steel prices from the primary producers, which price increases did
not come to pass, the Company's on hand inventory position became higher than
normal during the last half of fiscal 1995 and remained high into the first
half of fiscal 1996.  Given the rapid decline in the price of hot rolled steel
coils during this time frame, the Company was not able to turn all of its on
hand inventory, which had been acquired at these higher prices, prior to
granting price accommodations to its customers due to competitive market
circumstances.


3.   PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                      April 30,
                                 December 31,    -------------------
                                    1997          1997         1996
                                   ------       -------      --------
<S>                               <C>           <C>           <C>
Land and improvements             $  3,664      $  3,730      $  1,981
Buildings and improvements          58,930        55,525        36,587
Machinery and equipment             96,925        94,603        76,749
                                   -------       -------       -------
                                   159,519       153,858       115,317
Less accumulated depreciation       28,870        23,499        17,960
                                   -------       -------       -------
                                   130,649       130,359        97,357
                                   -------       -------       -------
Construction in progress            15,128        11,077        22,981
                                   -------       -------       -------
                                  $145,777      $141,436      $120,338
                                   =======       =======       =======
</TABLE>


4.   LONG-TERM DEBT

On July 14, 1995, the Company issued $50,000 of ten-year term notes (the
"Notes") to a group of domestic commercial lenders.  The Notes bear interest
at the fixed rate per annum of 8.13%, with interest payable semiannually each
January 15 and July 15, and mature in equal annual installments of $7,143 on
each July 15, 1999 - 2005.  The proceeds from the issuance of the Notes were
utilized to reduce the Company's outstanding borrowings on its line of credit
facility with a group of domestic commercial banks.

The balance of long-term debt primarily consists of amounts outstanding under
a revolving credit agreement entered into with a group of domestic commercial
banks, which agreement provides for borrowings and issuances of letters of
credit in amounts totaling up to $80,000 (increased from $60,000 effective
December 17, 1996) until termination of the agreement on October 31, 1999.  As
of December 31, 1997, the Company had unused borrowing capacity of $18,934
under this agreement, which was further limited as of December 31, 1997, as
discussed in the following paragraph.  The agreement provides for borrowings
at varying interest rates set either below the prime rate for LIBOR-based
loans or at or slightly above the prime rate for daily revolving credit
advances, payable monthly or at the maturity of any LIBOR-based loans.  The
agreement does not require compensating balances to be maintained.

The Company established a policy 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 Company formalized this policy in connection with
the issuance of the Notes, agreeing with the purchasers of the Notes to a
covenant limiting the Company's funded debt to no more than 50% of total
capitalization.  As of December 31, 1997, the ratio of funded debt to total
capitalization was 47.8%.  As such, the Company had unused borrowing capacity
of $10,066 as of December 31, 1997, in accordance with this debt covenant.

On March 24, 1998, the Company amended its revolving credit facility and the
agreements under which the Notes are outstanding to provide these lenders with
security interests in the accounts receivable, inventory and selected fixed
assets of the Company.  Effective with these amendments, the maximum amount of
borrowings available to the Company under its revolving credit facility will
be based upon percentages of eligible accounts receivable, inventory and
selected fixed assets, as defined in the amended revolving credit agreement.

The Notes and the revolving credit agreement both require the maintenance of
various financial covenants and ratios.  The Company was in compliance with
the financial covenants and ratios required by the Notes as of December 31,
1997.  The Company was also in compliance, or received necessary waivers for
areas of non-compliance, with the financial covenants and ratios required
under the revolving credit agreement as of December 31, 1997.  Principal
payments due on the Company's long-term debt for each of the five years
following December 31, 1997 are as follows:

<TABLE>
                  <S>                      <C>
                  1998                     $    209
                  1999                       67,352
                  2000                        7,330
                  2001                        7,364
                  2002                        7,249
                  Thereafter                 21,429
                                           --------
                                           $110,933
                                           ========

</TABLE>

Total cash paid for interest during the eight months ended December 31, 1997
was $5,295.  Total cash paid for interest in the years ended April 30, 1997,
1996, and 1995 was $7,552, $4,450, and $1,764, respectively.  Of the Company's
total interest costs, it capitalized $774, $1,244, $2,091 and $1,786 to
construction in progress during the eight months ended December 31, 1997, and
the years ended April 30, 1997, 1996, and 1995, respectively.


5.   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.  Shares of Series A Preferred carry a liquidation
preference of $20.00 per share, and are convertible on a one-for-one basis
into shares of the Company's Class A common stock (a) at any time at the
option of the holder, and (b) at the option of the Company under certain
circumstances, including if at any time the applicable holding period under
Rule 144(k) promulgated under the Securities Act of 1933 has been satisfied
and the closing price of the Company's Class A common stock, as reported by
the New York Stock Exchange, 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 Series A Preferred to
Coil-Tec, Inc. 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, 1997, and April 30,
1997 and 1996.  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, 1997,
and April 30, 1997 and 1996.  Shares of Class B common stock are not
transferrable 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.


6.   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,
over periods determined by the committee.

A summary of the status of the Company's stock option plan as of December 31,
1997, and April 30, 1997 and 1996 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, 1995                687,000              $18.73
 Options granted                          73,000              $19.50
 Options exercised                        (2,000)             $17.00
 Options canceled or forfeited           (12,500)             $20.18
                                         -------
Balance at April 30, 1996                745,500              $18.78
 Options granted                          98,500              $12.50
 Options exercised                          -                    -
 Options canceled or forfeited            (8,000)             $23.13
                                         -------
Balance at April 30, 1997                836,000              $18.00
 Options granted                         353,000              $13.50
 Options exercised                          -                    -
 Options canceled or forfeited          (342,750)             $20.57
                                         -------
Balance at December 31, 1997             846,250              $15.08
                                         =======
</TABLE>

The following table summarizes stock options outstanding and exercisable as of
December 31, 1997:

<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>
$17.00-$21.50     403,250   4.3 yrs    $17.04        385,750      $17.04
$12.50-$13.50     443,000   3.5 yrs    $13.30           -            -
                  -------   -------    ------        -------      ------
                  846,250   3.9 yrs    $15.08        385,750      $17.04
                  =======   =======    ======        =======      ======
</TABLE>

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation," requires companies to measure employee stock compensation
plans based on the fair value method of accounting.  However, the Statement
allows the alternative of continued use of Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees," with pro-forma
disclosure of net income and earnings per share determined as if the fair
value based method had been applied in measuring compensation cost.  The
Company adopted the new standard in the fiscal year ending April 30, 1997, and
elected the continued use of APB Opinion No. 25.  Accordingly, no compensation
expense has been recognized by the Company for its incentive stock plan.  Had
the fair value method of accounting been applied to the Company's incentive
stock plan, the Company's net income and earnings per common share would have
been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                      Eight
                                   months ended
                                   December 31,      Year ended April 30,
                                       1997           1997           1996
                                     --------        -----          ------
<S>                                  <C>             <C>           <C>
Net income available
 for common shareholders:
  As reported                         $ 883          $6,439         $1,108
  Pro forma                             827           6,402          1,106

Earnings per common share
 (basic and diluted):
  As reported                         $ .10          $  .72         $  .12
  Pro forma                             .09             .72            .12

</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 the eight
months ended December 31, 1997, and the years ended April 30, 1997 and 1996,
respectively: risk-free interest rates of 5.7%, 6.7%, and 5.1%; dividend yield
of .9%; expected common stock market price volatility factor of 47.0%, 50.1%,
and 54.8%; and a weighted average expected life of the options of three to
five years.  The weighted average fair value of options granted for the eight
months ended December 31, 1997, and the years ended April 30, 1997 and 1996,
respectively, was $1.90, $3.84, and $4.90.



7.   Income taxes

The components of the provision for income taxes for the transition period
ended December 31, 1997, and for the years ended April 30, 1997, 1996, and
1995, respectively, are as follows:

<TABLE>
<CAPTION>
                               Eight months
                                  ended         Years ended April 30,
                               December 31,    ------------------------
                                  1997       1997        1996       1995
                                  ----       ----        ----       ----
 <S>                            <C>          <C>         <C>        <C>
 Current:
   Federal                      $(1,528)     $1,284      $  -       $4,736
   State                             65          43         (24)       326
                                 ------      ------      ------     ------
                                 (1,463)      1,327         (24)     5,062
                                 ------      ------      ------     ------
 Deferred (primarily Federal):
   Current                          288        (205)     (1,366)      (143)
   Non-current                    1,661       2,875       2,091      1,118
                                 ------      ------      ------     ------
                                  1,949       2,670         725        975
                                 ------      ------      ------     ------
 Provision for income taxes     $   486      $3,997      $  701     $6,037
                                 ======      ======      ======     ======
</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>
                                                           April 30,
                                         December 31,    -------------
                                            1997        1997       1996
                                           ------      ------     ------
<S>                                       <C>          <C>        <C>
Total deferred tax liabilities,
 primarily related to property basis
 differentials and related effects,
 including accelerated tax depreciation   $14,580      $8,929     $5,133
                                          -------      ------     ------
Deferred tax assets attributable to:
  Non-deductible liabilities and reserves   1,247       1,588      1,514
  Net operating loss carryovers
   expiring through the year ending
   December 31, 2017                        5,095       1,052       -
                                          -------      ------     ------
Total deferred tax assets                   6,342       2,640      1,514
                                          -------      ------     ------
Net deferred tax liabilities, net of
 $1,177, $1,465 and $1,260, respectively,
 reflected in other current assets        $ 8,238      $6,289     $3,619
                                          =======      ======     ======
</TABLE>

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


<TABLE>
<CAPTION>
                               Eight months
                                  ended        Years ended April 30,
                               December 31,   ------------------------
                                  1997        1997      1996      1995
                                  ----        ----      ----      ----
 <S>                              <C>         <C>       <C>      <C>

 Tax at statutory Federal rate    $ 526       $3,670    $ 633    $5,614
 State income taxes, net
  of federal tax benefit           (143)         195      (94)      277
 Amortization of goodwill            67          101      101       101
 Other                               36           31       61        45
                                  -----       ------   ------    ------
                                  $ 486       $3,997    $ 701    $6,037
                                  =====       ======   ======    ======
</TABLE>

During the eight months ended December 31, 1997, and the years ended April 30,
1997, 1996, and 1995, the Company made cash payments for income taxes of
$1,016, $3,000, $50, and $5,587, respectively.  During the year ended April
30, 1997, the Company claimed Federal tax refunds of $1,871, which refunds
were received in May 1997.


8.   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 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 which 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, 1997, are payable as follows:


<TABLE>
                    <S>                      <C>
                    1998                     $ 4,155
                    1999                       4,059
                    2000                       3,925
                    2001                       3,774
                    2002                       3,730
                    Thereafter                11,325
                                             -------
                                             $30,968
                                             =======
</TABLE>



9.   Quarterly financial data (unaudited)

Summarized quarterly financial data for the eight month periods ended December
31, 1997 and 1996, and for the years ended April 30, 1997 and 1996 follows:

<TABLE>
<CAPTION>
                                                                                Year or
                     First     Second       Third     Fourth        Stub       transition
                    quarter    quarter     quarter    quarter    period (1)      period
                    -------    -------     -------    -------    ----------    ----------
<S>                 <C>        <C>         <C>        <C>        <C>           <C>
Net sales:
  December 1997     $90,514    $99,110        -          -       $56,700(1)    $246,324(3)
  December 1996      78,430     83,983        -          -        43,921(1)     206,334(3)
  April 1997         78,430     83,983     $73,391    $90,759       -           326,563(4)
  April 1996         55,106     62,072      68,486     78,423       -           264,087(4)

Gross profit (loss):
  December 1997       9,070      7,620        -          -         1,763(1)      18,453(3)
  December 1996       8,993      9,206        -          -         3,384(1)      21,583(3)
  April 1997          8,993      9,206       5,776      8,133       -            32,108(4)
  April 1996          4,774     (3,480)(2)   8,028      8,902       -            18,224(4)

Income (loss) before
 income taxes:
  December 1997       4,759      3,205        -          -        (1,268)(1)      6,696(3)
  December 1996       5,362      5,393        -          -           746 (1)     11,501(3)
  April 1997          5,362      5,393       2,014      3,956       -            16,725(4)
  April 1996          1,779     (6,577)(2)   4,491      5,384       -             5,077(4)

Net income (loss):
  December 1997       1,821        772        -          -        (1,577)(1)      1,016(3)
  December 1996       2,570      2,417        -          -          (273)(1)      4,714(3)
  April 1997          2,570      2,417         140      1,362       -             6,489(4)
  April 1996            906     (4,653)(2)   2,153      2,702       -             1,108(4)

Earnings (loss)
 per common share
 (basic and diluted):
  December 1997         .20        .08          -         -        (.18)(1)         .10(3)
  December 1996         .29        .27          -         -        (.03)(1)         .53(3)
  April 1997            .29        .27         .01       .15        -               .72(4)
  April 1996            .10       (.52)(2)     .24       .30        -               .12(4)


(1) Reflects the months of November and December, 1997 and 1996, respectively.
(2) See Note 2 for a discussion of the lower of cost or market inventory adjustment recorded in
     the second quarter of the year ended April 30, 1996.
(3) Reflects the eight month periods ended December 31, 1997 and 1996, respectively, related to
     the change of the Company's reporting year to December 31.
(4) Reflects results for the Company's years ended April 30, 1997 and 1996, based upon the
     Company's former fiscal year.

</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 income, 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, 1997, April 30,
1997, and April 30, 1996, and the results of their operations and their cash
flows for the eight months ended December 31, 1997, and for each of the three
years in the period ended April 30, 1997, in conformity with generally
accepted accounting principles.  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 generally accepted auditing
standards 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.


PRICE WATERHOUSE LLP

/s/ Price Waterhouse LLP

St. Louis, Missouri
January 30, 1998, except for Note 4, which is as of March 24, 1998

<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 (i) directors of the Company and (ii) the only executive
officers of the Company (who are also directors of the Company), is
incorporated herein by reference to the information included under the title
"Proposal 1:  Election of Directors --Nominees for Directors", "--Information
as of March 1, 1998 Regarding the Nominees for Directors to be Elected in 1998
for Terms Ending in 2001"; and "--Information as of March 1, 1998 Regarding
the Directors Who are Not Nominees for Election and Whose Terms Continue
Beyond 1998," contained within the Company's 1998 Proxy Statement.  The
individuals identified in the 1998 Proxy Statement 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.


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 1998 Proxy
Statement;  "Executive Compensation --Summary Compensation Table", "--Options/
SAR Grants in Last Fiscal Year", "--Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Values", "--Ten-Year Option/SAR Repricings",
"--Certain Contracts", and "--Compensation Committee Interlocks and Insider
Participation" contained within the Company's 1998 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 1998 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 1998 Proxy Statement.

<PAGE>
                                   PART IV

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

(a)   (1)   Financial Statements

         The Company's financial statements together with the report thereon
of Price Waterhouse LLP dated January 30, 1998, are set forth herein under
Item 8.

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

      (3)   Exhibits

         These Exhibits are numbered in accordance with the Exhibit Table at
Item 601 of Regulation S-K.  The following Exhibits listed in the Exhibit
Index are filed with this Report:

     4(ii)(b)(1): Amended and Restated Revolving Credit Agreement dated March
24, 1998, by and among Huntco Inc., Huntco Nevada, Inc., Huntco Steel, Inc.,
Midwest Products, Inc., HSI Aviation, Inc., Mercantile Bank National
Association, Harris Trust and Savings Bank, The First National Bank of
Chicago, Bank of America NT&SA, and SunTrust Bank, Atlanta.

     4(ii)(b)(2):  Form of Revolving Credit Note issued in connection with the
execution of the Amended and Restated Revolving Credit Agreement of March 24,
1998.

     4(ii)(c)(2): First Amendment to Note Purchase Agreement dated July 14,
1995, entered into as of March 24, 1998, by and among Huntco Inc., Principal
Mutual Life Insurance Company, Nippon Life Insurance Company of America,
TransAmerica Life Insurance and Annuity Company, TransAmerica Assurance
Company, TransAmerica Occidental Life Insurance Company, ProvidentMutual Life
and Annuity Company of America, Berkshire Life Insurance Company, and The
Security Mutual Life Insurance Company of Lincoln, Nebraska..

     4(ii)(c)(5):  Subsidiary Guaranty dated March 24, 1998, from HSI
Aviation, Inc. entered into in connection with the First Amendment to Note
Purchase Agreement dated July 14, 1995.

     4(ii)(d)(1): Form of Security Agreement dated March 24, 1998, executed by
each of Huntco Inc., Huntco Nevada, Inc., Huntco Steel, Inc., Midwest
Products, Inc., and HSI Aviation, Inc., in favor of Mercantile Bank National
Association, as Collateral Agent for the Company's creditors under that
certain Amended and Restated Revolving Credit Agreement dated March 24, 1998,
that certain Note Purchase Agreement dated July 14, 1995, as amended, and that
certain Collateral Agency and Intercreditor Agreement dated March 24, 1998.

     4(ii)(d)(2):  Collateral Agency and Intercreditor Agreement dated March
24, 1998, executed by and among Huntco Inc., Huntco Nevada, Inc., Huntco
Steel, Inc., Midwest Products, Inc., HSI Aviation, Inc.; Mercantile Bank
National Association, Harris Trust and Savings Bank, The First National Bank
of Chicago, Bank of America NT&SA, SunTrust Bank, Atlanta; Principal Mutual
Life Insurance Company, Nippon Life Insurance Company of America, TransAmerica
Life Insurance and Annuity Company, TransAmerica Assurance Company,
TransAmerica Occidental Life Insurance Company, ProvidentMutual Life and
Annuity Company of America, Berkshire Life Insurance Company, and The Security
Mutual Life Insurance Company of Lincoln, Nebraska.

     10(iii)(A)(7):  Description of performance bonus arrangement for the
executive officers for the year ending December 31, 1998.

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

     23(ii):  Consent of Price Waterhouse LLP.

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

     27:  Financial Data Schedule.


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)(10).


(b)   Reports on Form 8-K

The Company filed a Form 8-K on November 17, 1997, which filing discussed the
Company's earnings for the three and six months ended October 31, 1997, and
certain forward-looking data for the eight month transition period ending
December 31, 1997.

The Company filed a Form 8-K on February 2, 1998, which filing discussed the
Company's earnings for the eight month transition period ended December 31,
1997, and certain forward-looking data for the calendar year ending December
31, 1998.


<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 25, 1998                          By:/s/ Robert J. Marischen
                                                 -----------------------
                                                  Robert J. Marischen,
                                                   Vice Chairman of the Board
                                                   and Chief Financial Officer


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints B. D. Hunter and Robert J. Marischen, 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 25, 1998
---------------------------------   Board and Chief Executive
      B. D. Hunter                  Officer
                                    (Principal Executive Officer)


    /s/ Robert J. Marischen        Director, Vice Chairman of   March 25, 1998
---------------------------------   Board and Chief Financial
      Robert J. Marischen           Officer (Principal Financial
                                    and Accounting Officer)

    /s/ Terry J. Heinz             Director, President and      March 25, 1998
---------------------------------   Chief Operating Officer
      Terry J. Heinz


    /s/ Donald E. Brandt           Director                     March 25, 1998
---------------------------------
      Donald E. Brandt


    /s/ James J. Gavin, Jr.        Director                     March 25, 1998
---------------------------------
      James J. Gavin, Jr.


    /s/ Michael M. McCarthy        Director                     March 25, 1998
---------------------------------
      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 Article III 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(ii)(a)(1):  Revolving Credit Agreement dated December 17, 1996, by and among
Huntco Inc., Huntco Nevada, Inc., Huntco Steel, Inc., Midwest Products, Inc.,
HSI Aviation, Inc., Mercantile Bank National Association, Harris Trust and
Savings Bank, NBD Bank, Bank of America Illinois, and SunTrust Bank, Atlanta,
incorporated by reference to Exhibit 4(iii)(a) of the Company's Form 10-Q for
the quarter ended January 31, 1997, filed on March 14, 1997.

4(ii)(a)(2):  Form of Revolving Credit Note issued in connection with the
execution of the Revolving Credit Agreement of December 17, 1996 (the
"Agreement"), and a schedule of the amount of each Revolving Credit Note
issued on December 17, 1996 in conjunction with this Agreement, incorporated
by reference to Exhibit 4(iii)(b) of the Company's Form 10-Q for the quarter
ended January 31, 1997, filed on March 14, 1997.

4(ii)(a)(3):  First Amendment, dated April 30, 1997, to Revolving Credit
Agreement dated December 17, 1996, by and among Huntco Inc., Huntco Nevada,
Inc., Huntco Steel, Inc., HSI Aviation, Inc., Mercantile Bank National
Association, Harris Trust and Savings Bank, NBD Bank, Bank of America
Illinois, and SunTrust Bank, Atlanta, incorporated by reference to Exhibit
4(ii)(b)(3) of the Company's fiscal 1997 Annual Report on Form 10-K, filed on
July 25, 1997.

4(ii)(b)(1): Amended and Restated Revolving Credit Agreement dated March 24,
1998, by and among Huntco Inc., Huntco Nevada, Inc., Huntco Steel, Inc.,
Midwest Products, Inc., HSI Aviation, Inc., Mercantile Bank National
Association, Harris Trust and Savings Bank, The First National Bank of
Chicago, Bank of America NT&SA, and SunTrust Bank, Atlanta.

4(ii)(b)(2):  Form of Revolving Credit Note issued in connection with the
execution of the Amended and Restated Revolving Credit Agreement of March 24,
1998.

4(ii)(c)(1):  Note Purchase Agreement dated July 14, 1995, providing for the
issuance of $50.0 million of 8.13% ten-year term notes, maturing in equal
annual installments from July 15, 1999-2005, by and among Huntco Inc. and each
of the purchasers listed on Schedule A thereto, incorporated herein by
reference to Exhibit 4(v)(a) of the Company's Form 8-K filed on July 18, 1995.


4(ii)(c)(2): First Amendment to Note Purchase Agreement dated July 14, 1995,
entered into as of March 24, 1998, by and among Huntco Inc., Principal Mutual
Life Insurance Company, Nippon Life Insurance Company of America, TransAmerica
Life Insurance and Annuity Company, TransAmerica Assurance Company,
TransAmerica Occidental Life Insurance Company, ProvidentMutual Life and
Annuity Company of America, Berkshire Life Insurance Company, and The Security
Mutual Life Insurance Company of Lincoln, Nebraska..

4(ii)(c)(3):  Individual Notes due July 2005, sold pursuant to the Note
Purchase Agreement dated July 14, 1995, incorporated herein by reference to
Exhibits 4(b)-(j) of the Company's Form 8-K filed on July 18, 1995.

4(ii)(c)(4):  Subsidiary Guaranty dated July 14, 1995, from Huntco Nevada,
Inc., Huntco Steel, Inc., and Midwest Products, Inc. entered into in
connection with the Note Purchase Agreement dated July 14, 1995, incorporated
herein by reference to Exhibit 4(k) of the Company's Form 8-K filed on July
18, 1995.

4(ii)(c)(5):  Subsidiary Guaranty dated March 24, 1998, from HSI Aviation,
Inc. entered into in connection with the First Amendment to Note Purchase
Agreement dated July 14, 1995.

4(ii)(d)(1): Form of Security Agreement dated March 24, 1998, executed by each
of Huntco Inc., Huntco Nevada, Inc., Huntco Steel, Inc., Midwest Products,
Inc., and HSI Aviation, Inc., in favor of Mercantile Bank National
Association, as Collateral Agent for the Company's creditors under that
certain Amended and Restated Revolving Credit Agreement dated March 24, 1998,
that certain Note Purchase Agreement dated July 14, 1995, as amended, and that
certain Collateral Agency and Intercreditor Agreement dated March 24, 1998.

4(ii)(d)(2):  Collateral Agency and Intercreditor Agreement dated March 24,
1998, executed by and among Huntco Inc., Huntco Nevada, Inc., Huntco Steel,
Inc., Midwest Products, Inc., HSI Aviation, Inc.; Mercantile Bank National
Association, Harris Trust and Savings Bank, The First National Bank of
Chicago, Bank of America NT&SA, SunTrust Bank, Atlanta; Principal Mutual Life
Insurance Company, Nippon Life Insurance Company of America, TransAmerica Life
Insurance and Annuity Company, TransAmerica Assurance Company, TransAmerica
Occidental Life Insurance Company, ProvidentMutual Life and Annuity Company of
America, Berkshire Life Insurance Company, and The Security Mutual Life
Insurance Company of Lincoln, Nebraska.

4(ii)(e)(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)(e)(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):  Form of Executive Employment Agreement, incorporated by
reference to Exhibit 10(iii)(A)(1) of the Company's Form 10-Q for the quarter
ended July 31, 1993, filed on September 13, 1993.

10(iii)(A)(2):  Form of Performance Bonus Agreement for fiscal year ending
April 30, 1995, incorporated by reference to Exhibit 10(iii)(A)(3) of the
Company's 1994 Annual Report on Form 10-K, filed on July 29, 1994.

10(iii)(A)(3):  Form of Performance Bonus Agreement for fiscal year ending
April 30, 1996, incorporated by reference to Exhibit 10(iii)(A)(3) of the
Company's 1995 Annual Report on Form 10-K, filed on July 28, 1995.

10(iii)(A)(4):  Form of Amended Performance Bonus Agreement for fiscal year
ending April 30, 1996, incorporated by reference to Exhibit 10(iii)(A) of the
Company's Form 10-Q for the quarter ended January 31, 1996, filed on February
28, 1996.

10(iii)(A)(5):  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)(6):  Description of Performance Bonus Arrangement for executive
officers for the fiscal year ending April 30, 1998, incorporated by reference
to Exhibit 10(iii)(A)(6) of the Company's fiscal 1997 Annual Report on Form
10-K, filed on July 25, 1997.

10(iii)(A)(7):  Description of Performance Bonus Arrangement for executive
officers for the calendar year ending December 31, 1998.

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 1993
Incentive Stock Plan.

10(iii)(A)(10):  Description of tax reimbursement arrangement between the
Company and its executive employees upon exercise of non-qualified stock
options, incorporated herein by reference to Exhibit 10(iii)(A)(6) of the
Company's 1994 Annual Report on Form 10-K, filed on July 29, 1994.

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 Price Waterhouse.

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

27:  Financial Data Schedule.

99:  Omitted - not applicable.