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

                                   FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934
                 For the fiscal year ended December 31, 1998

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

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

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

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

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

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

      Securities registered pursuant to Section 12(g) of the Act: NONE   
                                                                  ----
                                                           (Title of class)

      Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. [X] Yes  [ ] No

      Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [X]

Aggregate market value of the voting stock held by non-affiliates of the 
Registrant at March 12, 1999 was $18,229,230 (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 March 1, 1999, the number of shares outstanding of each class of 
the Registrant's common stock was as follows: 5,292,000 shares of Class A 
common stock and 3,650,000 shares of Class B common stock.

                     DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's Notice of Annual Meeting and Proxy 
Statement for the Annual Meeting of Shareholders to be held May 6, 1999 (the 
"1999 Proxy Statement"), are incorporated by reference into Part III of this 
Report on Form 10-K.

                                    PART I

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

BACKGROUND
----------
Huntco Inc. ("Huntco" or "the Company") 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 (i) portable compressed air vessels for sale through 
mass merchandisers and to manufacturers of air compressors, and (ii) 
compressed air cylinders for use in tractor-trailer brake systems.  

The Company's products are delivered from facilities in Arkansas, Illinois, 
Kentucky, Missouri, Oklahoma, South Carolina, Tennessee, and Texas to over 
1,500 customers located primarily in the midwestern and southern regions of 
the United States.  The strategic location of the Company's steel processing 
plants, with access to major suppliers via the inland waterway system or by 
ocean port, allows the Company to take delivery of raw materials by barge or 
ocean going vessel, 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.  Intermediate steel processors are also 
positioned between the primary steel mill producers and general steel service 
centers and distributors who handle broad product lines of processed metal 
products, and who tend to specialize more in distribution than in processing. 
Intermediate steel processors specialize in value-added processing of steel 
coils, such as cutting-to-length, slitting, blanking, shape correction and 
surface improvement, pickling, cold reduction, annealing, 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. 
Most manufacturers are not willing to commit to the investment in technology, 
equipment and inventory required to process steel for use in their own 
operations.  These industry forces have created a market in which the success 
of an intermediate steel processor is based upon its ability to purchase, 
process and deliver steel to the end user in a more efficient and cost 
effective manner than the end user could achieve in dealing directly with the 
primary producer of the steel or with another intermediate steel processor.

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

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

The Company uses techniques such as cold rolling, annealing, tempering, 
pickling, cutting-to-length, slitting, blanking, 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.  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, for air compressors, and portable compressed air vessels to 
inflate objects, such as automobile tires, which are sold to mass 
merchandisers and automotive specialty stores.  The air cylinders are 
fabricated from components processed 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
--------------------

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

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

The Flat Rolled Products Division processes approximately one-half of the 
total volume of steel output of the Company.  This division includes all of 
the Company's operations in Berkeley County, South Carolina; Catoosa, 
Oklahoma; Chattanooga, Tennessee; Gallatin County, Kentucky; Madison, 
Illinois; and Pasadena, Texas; as well as the hot rolled steel cut-to-length 
and slitting operation at the Company's Blytheville, Arkansas location.  The 
Company operates cut-to-length equipment at all these locations. The Berkeley 
County, Blytheville, Chattanooga, and Madison facilities also operate coil 
slitting equipment, affording the Company the ability to process both heavy 
gauge hot rolled steel coils, as well as lighter gauge pickled and oiled and 
cold rolled products. 

     Blytheville, Arkansas:

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

     Chattanooga, Tennessee:

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

     Berkeley County, South Carolina:

Located in Berkeley County, South Carolina, near Charleston, this facility is 
in close proximity to a new Nucor steel mill that 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.


     Madison, Illinois:

Located in the St. Louis metropolitan area with access to the Mississippi 
River, the Madison, Illinois facility commenced operations in 1983. The 
facility operates a cut-to-length line, acquired early in calendar 1996, to 
process cold rolled and pickled and oiled steel.  The facility is also 
equipped with a coil slitting line primarily used to process cold rolled and 
pickled and oiled steel.  During 1996, the Company expanded this location by 
constructing inside rail access to better facilitate the handling of cold 
rolled products.  Late in 1998, the Company disposed of the slitting line used 
to process narrower width heavy gauge, hot rolled material, given the 
facility's lack of success in garnering an acceptable level of sales on this 
particular line since its acquisition in the Company's fiscal year ended April 
30, 1995. The facility provides processed steel products to a diverse group of 
customers, including metal fabricators, service centers and tube, consumer 
durable and transportation equipment manufacturers. 

     Catoosa, Oklahoma:

Located at the Port of Catoosa, near Tulsa, Oklahoma, the Catoosa facility is 
situated on the western edge of the inland waterway system on the Arkansas 
River.  This facility commenced operations in 1978 and is equipped with a 
heavy gauge, cut-to-length line that 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, Texas:

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

     Gallatin County, Kentucky:

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


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

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

The Rolling Mill Division operates a four-high reversing mill, annealing 
furnaces, and a temper mill for processing of cold rolled coils up to 60 
inches wide.  The Division has the capacity to produce up to 360,000 tons of 
fully annealed cold rolled master coils on an annual basis.  Huntco has put 
great emphasis on enhancing the quality of its cold rolled product since it 
opened its cold rolling mill in 1995.  These improvements include the addition 
of shape meter rolls and a new filtration system to the reversing mill and an 
electrostatic oiler to the temper mill.  

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

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

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

The Custom Products Division includes the Company's cylinder manufacturing and 
assembly operation located in Strafford, Missouri, as well as the metal 
stamping and custom blanking and slitting business located in Blytheville, 
Arkansas. 

     Blytheville, Arkansas:

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

The Custom Products Division's metal stamping operation concentrates on high 
volume metal stamping orders.  The Division utilizes its stamping presses to 
form previously processed steel (i.e., slit coils) into parts, such as those 
used by the Company in the manufacture of air cylinders. The Division also 
operates light gauge, close tolerance slitting and blanking equipment designed 
to process cold rolled and pickled and oiled steel.

     Strafford Facility:

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

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 1,500 customers in market 
areas reaching from the upper midwest, south to the Gulf of Mexico and from 
the southeastern coastline, west to the Rocky Mountains.  The Company's 
customer base is diverse and includes service centers and metal fabricators as 
well as various storage tank, consumer durable, energy and transportation 
related manufacturers.  The Company did not have any customers representing 
more than 5% of net sales for 1998.  Steel service centers and distributors, 
which represent the Company's largest single customer group, accounted for 
approximately one-fourth of the Company's net sales for 1998.  The large 
geographic area the Company services helps to minimize the adverse impact of 
regional economic changes.

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

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

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


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

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

EMPLOYEES
---------
As of December 31, 1998, the Company employed 723 people.  None of the 
Company's employees are covered by collective bargaining agreements.  The 
Company has never experienced a significant work stoppage and considers its 
employee relations to be good.


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

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

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

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

     Berkeley County:
     ---------------
Cutting-to-length               130,000  Owned real estate and ancillary 
Slitting                                  equipment; processing equipment is
Tension leveling                          leased with fair value purchase
Coil storage                              options to the Company.
Gauge verification and testing

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

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

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

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

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

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


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

CUSTOM PRODUCTS DIVISION:
------------------------
     Blytheville:
     -----------
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

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

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

</TABLE>

The above facilities are well maintained and in good operating condition.  
With respect to capacity and utilization, most of the Company's facilities 
operate an average of approximately 2 shifts per day on a five-day per week 
basis.


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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
No matters were submitted to the security holders of the Company during the 
three months ended December 31, 1998.

EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
Information regarding the executive officers is contained in Item 10 of Part 
III of this Report (General Instruction G) and is incorporated herein by 
reference.


<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, 1998, there were approximately 65 
holders of record of the Company's Class A common stock.

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

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

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

<TABLE>
<CAPTION>
                                               High     Low     Dividends
                                              ------   ------   ---------
  <S>                                         <C>      <C>        <C>
  Quarter ended July 31, 1996                 19.3750  15.1250    .030
  Quarter ended October 31, 1996              20.1250  15.3750    .035
  Quarter ended January 31, 1997              18.5000  13.5000    .035
  Quarter ended April 30, 1997                14.0000  10.0000    .035

  Quarter ended July 31, 1997                 15.0000  12.8750    .035
  Quarter ended October 31, 1997              14.8750  13.3750    .035
  Two-month period ended December 31, 1997    17.1250  11.6250    .035

  Quarter ended March 31, 1998                16.6250  14.3125     -
  Quarter ended June 30, 1998                 14.5625  11.8125    .035
  Quarter ended September 30, 1998            11.7500   6.7500    .035
  Quarter ended December 31, 1998              6.8750   3.2500    .035

</TABLE>


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

                                 Year      Eight months
                                 ended        ended              Year Ended April 30,
                              December 31,  December 31, ---------------------------------------
                                  1998         1997 (1)    1997      1996       1995      1994      
                               --------     ---------    -------   -------    -------   -------
<S>                            <C>          <C>          <C>       <C>        <C>       <C>
Net sales                      $391,181     $246,324     $326,563  $264,087   $197,195  $146,213
Cost of sales                   369,864      227,871      294,455   245,863(2) 171,521   126,412
                                -------      -------      -------   -------    -------   -------
Gross profit                     21,317       18,453       32,108    18,224     25,674    19,801
Selling, general and
 administrative expenses         19,939       11,757       15,383    13,147      9,638     8,183
                                -------      -------      -------   -------    -------   -------
Income from operations            1,378        6,696       16,725     5,077     16,036    11,618
Interest, net                    (8,113)      (5,194)      (6,239)   (3,268)         5      (183)   
                                -------      -------      -------   -------    -------   -------
Income (loss) 
 before income taxes             (6,735)       1,502       10,486     1,809     16,041    11,435
Provision (benefit)
 for income taxes                (2,444)         486        3,997       701      6,037     4,305
                                -------      -------      -------   -------    -------   -------
Net income (loss)                (4,291)       1,016        6,489     1,108     10,004     7,130
Preferred dividends                 200          133           50      -          -          399
                                -------      -------      -------   -------    -------   -------
Net income (loss) available
 for common shareholders        $(4,491)     $   883      $ 6,439   $ 1,108    $10,004   $ 6,731
                                =======      =======      =======   =======    =======   =======

Earnings (loss) per common share:
 Basic                            $(.50)       $0.10        $0.72     $0.12      $1.12     $0.86
 Diluted                          $(.50)       $0.10        $0.72     $0.12      $1.11     $0.85

Weighted average common shares outstanding:
 Basic                            8,942        8,942        8,942     8,942      8,940     7,805
 Diluted                          8,942        8,951        8,942     8,948      9,048     7,926

Common cash dividends per share   $0.11        $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 reported an eight-month 
transition period ended December 31, 1997, in order to change to a 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.

</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA  (in thousands):
                                                                        April 30,
                                       December 31,       -------------------------------------
                                     1998       1997        1997      1996      1995      1994
                                   -------     -------    -------   -------   -------    -------
<S>                               <C>         <C>         <C>       <C>       <C>       <C>
Working capital                   $ 71,028    $ 84,182    $ 79,502  $ 62,305  $ 84,046  $ 58,220
Total assets                       293,231     285,265     307,318   222,437   209,898   114,380
Short-term debt                      7,352         209         189       189       371       357
Long-term debt
 (net of current portion)          102,555     110,730     100,877    73,066    68,505     1,631
Preferred stock                      4,500       4,500       4,500      -         -         -
Common shareholders' equity        111,074     116,505     116,561   111,366   111,252   102,097

</TABLE>

<PAGE>

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

1999 OUTLOOK:
------------
As the Company enters 1999, we continue to see a weak market environment and 
falling prices, especially in cold rolled products.  A successful resolution 
of recent trade actions against hot rolled steel imports and less impact from 
inventory liquidations could result in a leveling of prices by the second half 
of 1999.  With a stabilization of market conditions and competitive selling 
values, the Company would anticipate a strengthening of customer demand, 
resulting in improved utilization of plant facilities -- especially at the 
Company's cold rolling mill. 

The Company has initiated certain organizational and operational changes that 
are expected to be substantially completed during the first half of 1999.  The 
move to a divisional operating structure is expected to generate improved 
results by developing better accountability and attention to the details of 
our business, and should be more conducive to providing the level of service 
demanded by our customers.  Along with these changes, the Company plans to 
realize a significant reduction in its investment in inventories by mid-
summer.  The Company is also evaluating several strategic initiatives 
involving its cold rolling mill, and expects to take steps during 1999 to 
better position this operation for long-term success and profitability.  

The Company is in the process of negotiating a new multi-year credit agreement 
to replace its existing bank revolver, as well as modifications to the terms 
of its long-term notes to provide increased near-term borrowing capacity. It 
expects to have these negotiations completed and new or amended agreements in 
place near the end of the first quarter of 1999.

RISK FACTORS - 1999 OUTLOOK:
---------------------------
This Annual Report contains certain statements that are forward-looking and 
involve risks and uncertainties.  Words such as "expects," "anticipates," 
"projects," "estimates," "plans," "believes," and variations of such words and 
similar expressions are intended to identify such forward-looking statements. 
These statements are based on current expectations and projections concerning 
the Company's plans for 1999 and about the steel processing industry in 
general, as well as assumptions made by Company management and are not 
guarantees of future performance.  Therefore, actual events, outcomes and 
results may differ materially from what is expressed or forecasted in such 
forward-looking statements.  Achievement of these forward-looking results is 
dependent upon numerous factors, circumstances and contingencies, certain of 
which are beyond the control of the Company.  Certain of the more important 
factors that the Company believes could cause actual results to differ 
materially from the forward-looking data presented include:  

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

As evidenced by the unfavorable impact on operating results recognized by the 
Company in its recent fiscal periods, changing steel prices can significantly 
impact the Company's financial results.  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 sales contracts without escalation provisions 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 1999.  No assurance can be given that volatility in steel prices will 
not again negatively impact the Company's results of operations and net 
income. 

     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 cold rolled 
and pickled products 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.

     Cyclical demand for Company products:

Many of the Company's steel processing products are sold to industries that 
experience significant fluctuations in demand based on economic conditions, 
energy prices or other matters beyond the control of the Company.  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. 

     Liquidity:

The Company's liquidity can be significantly impacted by domestic and global 
competitive conditions surrounding raw material inventory supply and sourcing 
issues for steel purchases.  The Company's investment in raw material 
inventories is substantially lower when it is able to obtain sufficient 
quantities of hot rolled steel coils at competitive prices from domestic 
sources.  Greater lead times are typically required to place orders and 
receive shipment from foreign concerns than from the Company's domestic 
suppliers.  During such times of higher import requirements, the Company is 
faced with committing a greater amount of its liquidity to its inventory.  
This greater commitment of liquidity to inventory can act to limit the 
Company's ability to negotiate and realize the benefits of quick pay discounts 
from its vendors, as it negotiates terms on such purchases in view of staying 
in compliance with its long-term debt and revolving credit financing 
commitments.

The need to invest greater amounts of the Company's liquidity into raw 
material inventories is oftentimes necessary when offshore supply sources 
offer more competitive pricing and/or payment structures than are available 
domestically. Recent global and domestic economic and competitive conditions 
compelled the Company to source a greater portion of its raw material supply 
needs via imports.

Interest rates:

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

	Year 2000 Compliance:

The Company has utilized software and related computer technologies essential 
to its operations and to certain products that use two digits rather than four 
to specify the year, which could result in a date recognition problem with the 
transition to the "Year 2000".  The Company has established a plan, utilizing 
internal resources, to assess the potential impact of Year 2000 on the 
Company's systems and operations and to implement solutions to address this 
issue. 

The Company is nearing completion of the assessment phase of its Year 2000 
plan, which in addition to the assessment of its own systems and operations 
includes surveying the Company's primary suppliers, vendors and service 
providers for Year 2000 compliance.  The Company expects to complete its 
assessment phase by March 31, 1999.  

The Company's remediation plan includes a combination of repair and 
replacement of affected systems.  For substantially all of the Company's 
internal systems, this remediation is an incidental consequence of the 
implementation of a new integrated core business system, which has been 
installed at all of the Company's steel processing facilities.  The Company 
expects its remediation phase, including testing, to be completed by June 30, 
1999.  As such, all critical internal Company systems should be Year 2000 
compliant by June 30, 1999.  

The cost of implementation of the new integrated core business system is 
approximately $.7 million, which amount was incurred by the Company through 
December 31, 1998.  The Company cannot quantify how much of this amount was 
directly related to Year 2000 compliance matters.  Similarly, the Company is 
not in a position to quantify the amount remaining to be spent on Year 2000 
concerns, although it anticipates that the direct costs to be incurred in 
addressing its remaining internal Year 2000 issues will not exceed $.2 
million.  

The Company is dependent upon various third parties, including certain product 
suppliers, to conduct its business operations.  The failure of mission-
critical third parties to achieve Year 2000 compliance could have a material 
adverse effect on the Company's operations.  The Company is diligently 
quantifying issues and developing contingency sources to mitigate the risks 
associated with interruptions in its supply chain due to Year 2000 problems.  
The bulk of the Company's primary steel suppliers have Year 2000 projects in 
process, and the Company will continue to monitor their progress on a 
quarterly basis.  The Company also continues to monitor its available inbound 
and outbound shipping suppliers concerning their ability to provide 
uninterrupted service in light of Year 2000 exposures.

The Company is reviewing its building and utility systems (electrical, heat, 
water, telephones, etc.) for the impact of Year 2000.  Many of such systems 
are currently Year 2000 compliant.  While the Company is diligently working 
with these service providers, and has no reason to expect that they will not 
meet their requirements for Year 2000 compliance, there is no assurance that 
these suppliers will in fact meet the Company's requirements.  A failure by 
any of these suppliers to adequately or timely address Year 2000 concerns 
could conceivably cause a shutdown of one or more of the Company's facilities, 
thereby potentially impacting the Company's ability to meet its delivery 
obligations to customers.  

As an important supplier of processed steel products, a significant Year 2000 
risk of the Company is the potential for shutting down production at one of 
its customer's facilities.  While lost revenues from such an event are a 
concern, the greater risks are the consequential damages for which the Company 
could be liable if it were to be found responsible for the shutdown of a 
customer facility.  Such a finding could have a material impact on the 
Company's operating results.

The most likely way in which the Company could shut down a customer's 
production is by being unable to supply material or parts to that customer.  
The material supplied by the Company in many cases is an integral component of 
the end products that the customer produces.  Breakdowns caused by Year 2000 
exposures could conceivably prevent the Company from processing and shipping 
customer orders.

Although the Company has not yet developed a contingency plan in the event of 
a failure caused by a supplier or third party, it will do so if and when a 
specific problem is identified.  The Company does, however, intend to develop 
contingency plans during the third quarter of 1999 in the event its systems or 
its mission critical vendors do not, or are not envisioned to, achieve Year 
2000 compliance.  In some cases, however, especially with respect to 
utilities, there may be no viable alternative source under which the Company 
can develop a workable contingency scenario.

Nevertheless, the Company believes the steps it has completed and plans to 
take will serve to minimize the risks and cost of Year 2000 compliance.  There 
can be no assurance, however, that the Company will not experience 
unanticipated costs and/or business interruptions due to Year 2000 problems in 
its internal systems, its supply chain, or from customer product migration 
issues.


RESULTS OF OPERATIONS:
---------------------
On October 23, 1997, the Company announced that it had determined to change 
its fiscal year end from April 30 to a calendar year.  As a result, the 
Company reported an eight-month transition period ending December 31, 1997, in 
order to change to this new calendar year end.  The following table sets forth 
comparative consolidated statements of operations for both the years ended 
December 31, 1998 ("1998") and 1997 ("1997"), as well as 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 Operations for the
                               ---------------------------------------------
                                 Year ended                Eight months
                                 December 31,            ended December 31,
                              1998        1997           1997         1996
                            (audited)  (unaudited)     (audited)   (unaudited)
                            ---------   ---------      ---------    ---------
                                (in thousands, except per share amounts)

<S>                          <C>         <C>             <C>         <C>
Net sales                    $391,181    $366,553        $246,324    $206,334
Cost of sales                 369,864     337,574         227,871     184,751
                              -------     -------         -------     -------
Gross profit                   21,317      28,979          18,453      21,583
Selling, general and
 administrative expenses       19,939      17,060          11,757      10,082
                              -------     -------         -------     -------
Income from operations          1,378      11,919           6,696      11,501
Interest, net                  (8,113)     (7,550)         (5,194)     (3,883)
                              -------     -------         -------     -------
Income (loss) 
 before income taxes           (6,735)      4,369           1,502       7,618
Provision (benefit)
 for income taxes              (2,444)      1,579             486       2,904
                              -------     -------         -------     -------
Net income (loss)              (4,291)      2,790           1,016       4,714
Preferred dividends               200         183             133         -
                              -------     -------         -------     -------
Net income (loss) available
 for common shareholders     $ (4,491)   $  2,607        $    883    $  4,714
                              =======     =======         =======     =======
Earnings (loss) per common
 share (basic and diluted)     $ (.50)     $  .29           $ .10       $ .53
                                =====       =====           =====       =====
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

     TRANSITION PERIOD -- EIGHT MONTHS ENDED DECEMBER 31, 1997 (AUDITED)
     COMPARED TO EIGHT MONTHS ENDED DECEMBER 31, 1996 (UNAUDITED):
     
Net sales for 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 was 
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 occurred at the Company's 
Blytheville facility (both processing and cold rolled sales), and at its new 
South Carolina facility.

Approximately 24.5% of the tons processed during 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. 

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

SG&A expenses of $11.8 million for 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 remained relatively steady.  During TP97, 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 was attributable to the higher level of 
business activity conducted throughout the Company, inclusive of the new 
Gallatin County, Kentucky and Berkeley County, South Carolina facilities.

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 amounts of capitalized interest.  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 was 
attributable to increased levels of tons processed.  The Company processed a 
record 941,545 tons of steel in FY97, an increase of 22.0% in comparison to 
FY96.  A substantial portion of this tonnage increase related to the sale of 
cold rolled products, which sales volume increased 98.4% over the prior year 
to 181,313 cold rolled tons for FY97.  This increase was somewhat tempered by 
lower sales prices, as average per ton selling values declined approximately 
0.7% when comparing FY97 to FY96.

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

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

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

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

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

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

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

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

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

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

For a number of years, steel imports into the United States have been on the 
rise.  During 1998, steel imports in the United States surged in the wake of 
the Asian economic crisis.  In January 1999, the U.S. Commerce Department 
found evidence that Japan, Russia, and Brazil illegally dumped hot rolled 
carbon steel into the U.S. market at prices dramatically below production 
costs.  These trade cases demonstrate that flat rolled steel coils have become 
increasingly available in the Company's market territories, much of it being 
offered at substantial discounts to similar product offered by the Company's 
domestic supply base.

In an effort to stay competitive from a raw material pricing perspective, the 
Company shifted a major portion of its steel purchases to imported coils.  Due 
to the use of imported coils and the resultant increase in inventory, the 
Company extended payment terms, primarily from its import vendors, and elected 
to forego quick pay discounts on its domestic inventory purchases.  As a 
result, the Company's investment in inventories and balance of accounts 
payable increased $10.6 million and $16.9 million, respectively, during 1998. 
 As of December 31, 1998, the Company also held approximately $25.9 million of 
vendor-owned steel coil inventory on a consignment basis for use in its steel 
processing and sales activities.

The Company has witnessed the tendency of its suppliers to price their steel 
coil offerings without regard for the inflationary or deflationary impact of 
such pricing policies on their customers' inventory positions.  Rather, steel 
coil price offerings have been based primarily on the level of supplier 
backlog.  A supplier's offered price can be significantly influenced by 
outside economic pressures, such as those faced by the economic slowdown in 
the Far East.  These external pressures have resulted in greater steel 
offerings to purchasers in the United States; including the Company, its 
competitors, and to a lesser extent certain of its steel service center 
customers.

The Company expects that its inventories will peak near the end of the first 
quarter of 1999.  The Company is focused on increasing inventory turns, and is 
concentrating efforts to better manage inventory levels.  In order to limit 
the Company's exposure to rapid inventory price inflationary and deflationary 
pressures, the Company intends to reduce its steel coil inventory holdings and 
maintain these lower levels consistent with sound business practice.  The 
Company is striving to decrease on- hand and on-order inventory positions, and 
believes it can do so through the many supply channels developed over the past 
few years.

In terms of other consequential working capital items, the Company's 
investment in accounts receivable is typically lowest at December 31, versus 
that of its interim quarter ends of March, June and September or that of its 
former April 30 year end.  The business activity level of the Company is 
typically slower during the months of November and December, when there are 
less business shipping days due to the holidays occurring during these months. 
As a result, the monthly sales levels preceding the Company's interim quarter 
ends, as well as its former April 30 year end, is typically higher than 
compared to December 31, due to the seasonal nature of its late fourth quarter 
sales activity.  The $4.8 million decrease in accounts receivable for the 
transition period follows this seasonality.  Otherwise, accounts receivable 
increased in each of the years ended December 31, 1998, April 30, 1997 and 
1996, consistent with the Company's sales growth.

The Company generated $8.8 million, $.1 million, and $29.9 million of cash 
from operating activities during 1998, the transition period, and FY96; which 
compares to net cash used by operations of $4.5 million for FY97.  During 1998 
and FY97, the Company was able to fund much if not all of its increased 
inventory with increases in accounts payable.  The transition period saw the 
reverse with a decrease in inventory providing the liquidity to reduce the 
Company's accounts payable balance. FY96 also 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 coils. 

The Company invested $6.7 million, $10.0 million, $28.1 million, and $34.2 
million of cash during 1998, TP97, FY97, and FY96, respectively, in new 
property, plant and equipment.  The Company has now completed the physical 
expansion that began with its initial public offering in 1993.  The Company 
sustained these efforts primarily by way of increased corporate borrowings. 
The Company also issued its $4.5 million of Series A Preferred Stock on 
January 30, 1997 to the shareholder of Coil-Tec in exchange for certain of its 
assets.  The Company does not contemplate any further significant level of 
capital additions over the course of the next twelve months.

During 1998, capital spending was concentrated on the Company's second coil 
pickling line and improvements to the cold rolling mill; both located in 
Blytheville, Arkansas, as well as the acquisition and installation of a heavy 
gauge cut-to-length line for the Pasadena, Texas facility.  Construction of 
the Company's new facility in South Carolina, the acquisition of certain steel 
processing equipment from Coil-Tec, Inc. on January 30, 1997 and costs related 
to the Company's second coil pickling line were the principal property 
additions attributable to TP97 and FY97.  Completion of the cold rolling 
facility was the primary capital-spending item for FY96.

On March 24, 1998, the Company amended its primary long-term debt agreements 
to provide these lenders with security interests in the accounts receivable, 
inventory and selected fixed assets of the Company.  The maximum amount of 
corporate borrowings is now based upon, among other things, percentages of 
eligible accounts receivable, inventory and selected fixed assets of the 
Company.

The Company's primary long-term debt agreements require the maintenance of 
various financial covenants and ratios.  The Company was in compliance, or had 
obtained waivers of such non-compliance, with the financial covenants and 
ratios required by these agreements as of December 31, 1998.  Within these 
arrangements, the Company agreed to limit its long-term debt, inclusive of 
current maturities (i.e., "funded debt"), to no more than 50% of total 
capitalization (i.e., the sum of the Company's funded debt and total 
shareholders' equity)(the "leverage covenant").  As of December 31, 1998, the 
ratio of funded debt to total capitalization was 48.7%.  Accordingly, as of 
December 31, 1998 the Company had unused borrowing capacity of $5.7 million 
under its leverage covenant.

Beyond the leverage covenant at December 31, 1998, the Company had unused 
borrowing capacity of an additional $14.7 million under its $80.0 million 
revolving credit facility.  In order to access this liquidity, the Company is 
negotiating a new asset-based revolving credit agreement (the "new revolver") 
that is not expected to contain a leverage covenant.  The Company is also 
negotiating with the holders of its $50.0 million 8.13% term notes (the "1995 
Notes") to accept a relaxed leverage covenant to allow access to this 
liquidity.  

The new revolver is expected to provide the Company with up to $90.0 million 
in credit at rates generally equivalent to those being incurred under the 
current lending arrangement.  The new revolver should be in place on or around 
March 31, 1999 for a term of three years; and will be secured by accounts 
receivable, inventory and selected fixed assets of the Company.  The new 
revolver is also expected to provide funds for the scheduled amortization of 
the Company's payment obligations under the 1995 Notes.  The 1995 Notes mature 
in equal annual installments of $7.1 million on each July 15, 1999-2005.  With 
a heightened focus on working capital management and the additional 
availability expected from its long-term debt refinancings, the Company once 
again would like to take advantage of quick pay discounts on its steel coil 
inventory purchases.

The Company has also accessed capital by way of off balance sheet financing 
arrangements.  As described above, the Company has recently taken advantage of 
vendor-owned steel inventory consignment for its raw material needs, primarily 
from import sources.  The Company has also entered into various operating 
leases with domestic commercial lenders for steel processing and other 
equipment at certain of its facilities.  The Company also entered into an 
operating lease on January 30, 1997, in order to obtain use of Coil-Tec's 
former plant facility in Blytheville.  Annual operating lease payments are 
expected to range between $3.8 million and $4.4 million over the next five 
years.

During 1998 and the transition period, 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 and $1.0 million during the 
years ended April 30, 1997 and 1996, respectively. 

The Company continued its practice of declaring and paying a quarterly common 
dividend of 3.5 cents per share in the first quarter of 1999.  The Company 
evaluates business conditions each quarter and makes a determination regarding 
declaration of dividends at such time.  The Company could decide to eliminate 
dividend payments in any future quarter, or series of quarters, if liquidity 
does not improve or if better uses of liquidity are available.  Further, if 
business conditions improve and the Company's Class A common stock price 
continues to trade at a substantial discount to book value, then the Company 
may implement a stock repurchase program in lieu of continuing periodic 
declarations of common dividends.

The Company's cash position, unused borrowing capacity expected under its new 
revolver, and cash anticipated to be generated from operations is expected to 
be sufficient to meet its commitments in terms of working capital growth, debt 
service, 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 
1999, although the Company's ability to pay dividends may be tied to 
compliance with the terms of its new revolver.  

The Company maintains the flexibility to issue additional equity in the form 
of Class A common stock or additional series of preferred stock junior to the 
Series A preferred stock if and when market circumstances should ever dictate. 
The Company, from time-to-time, 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.  The Company also 
continues to evaluate its business with the intent to streamline operations, 
improve productivity and reduce costs.

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


INFLATION:
---------
The Company's operations have not been, nor are 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 June 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments 
and Hedging Activities" (FAS 133), which establishes accounting and reporting 
standards for derivative instruments as well as for hedging activities.  FAS 
133 requires the recognition of all derivatives (both assets and liabilities) 
in an entity's balance sheet to be measured at fair value.  The Company does 
not anticipate that FAS 133, which is first effective for the Company's third 
quarter of 1999, will significantly impact the Company's financial reporting.

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

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

The Company has no material derivative financial instruments as of December 
31, 1998, and does not enter into derivative financial instruments for trading 
purposes. Market risks that the Company has currently elected not to hedge 
primarily relate to its floating rate debt. 




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

                                  HUNTCO INC.
                          CONSOLIDATED BALANCE SHEET
                            (amounts in thousands)
<TABLE>
<CAPTION>
                                                  December 31,       April 30,
                                                1998       1997        1997  
                                              --------   --------    --------
<S>                                           <C>        <C>         <C>
ASSETS
Current assets:
 Cash                                         $     21   $     27    $  1,124
 Accounts receivable, net                       43,579     41,643      46,452
 Inventories                                    92,240     81,612     105,569
 Other current assets                            2,914      5,015       3,983
                                               -------    -------     -------
                                               138,754    128,297     157,128

Property, plant and equipment, net             143,401    145,777     141,436
Other assets                                    11,076     11,191       8,754
                                               -------    -------     -------
                                              $293,231   $285,265    $307,318
                                               =======    =======     =======

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                             $ 56,923   $ 40,027    $ 72,569
 Accrued expenses                                3,451      3,879       4,868
 Current maturities of long-term debt            7,352        209         189
                                               -------    -------     -------
                                                67,726     44,115      77,626
                                               -------    -------     -------

Long-term debt                                 102,555    110,730     100,877
Deferred income taxes                            7,376      9,415       7,754
                                               -------    -------     -------
                                               109,931    120,145     108,631
                                               -------    -------     -------

Commitments and contingencies (see Note 8)        -          -           -
Shareholders' equity:
 Series A preferred stock
 (stated at liquidation value)                   4,500      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      86,530
 Retained earnings                              24,454     29,885      29,941
                                               -------    -------     -------
                                               115,574    121,005     121,061
                                               -------    -------     -------
                                              $293,231   $285,265    $307,318
                                               =======    =======     =======

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                                    HUNTCO INC.
                        CONSOLIDATED STATEMENT OF OPERATIONS
                      (in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                           Eight months
                             Year ended       ended       
                             December 31,  December 31,   Year Ended April 30,
                                1998           1997         1997       1996
                              ---------     ---------     -------    -------
<S>                           <C>           <C>           <C>        <C>
Net sales                     $391,181      $246,324      $326,563   $264,087

Cost of sales                  369,864       227,871       294,455    245,863
                               -------       -------       -------    -------
Gross profit                    21,317        18,453        32,108     18,224

Selling, general and
 administrative expenses        19,939        11,757        15,383     13,147
                               -------       -------       -------    -------
Income from operations           1,378         6,696        16,725      5,077

Interest, net                   (8,113)       (5,194)       (6,239)    (3,268)
                               -------       -------       -------    -------
Income (loss) 
 before income taxes            (6,735)        1,502        10,486      1,809

Provision (benefit)
 for income taxes               (2,444)          486         3,997        701
                               -------       -------       -------    -------
Net income (loss)               (4,291)        1,016         6,489      1,108

Preferred dividends                200           133            50       -
                               -------       -------       -------    -------
Net income (loss) available
 for common shareholders       $(4,491)      $   883      $  6,439   $  1,108
                               =======       =======       =======    =======


Earnings (loss) per common
 share: (basic and diluted)      $(.50)       $  .10        $  .72     $  .12
                                 =====         =====         =====      =====
Weighted average
 common shares outstanding:
  Basic                          8,942         8,942         8,942      8,942
                                 =====         =====         =====      =====
  Diluted                        8,942         8,951         8,942      8,948
                                 =====         =====         =====      =====

          See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                                 HUNTCO INC.
          CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                           (amounts in thousands)
<TABLE>
<CAPTION>
                                                Eight months
                                   Year ended      ended        Year ended  
                                  December 31,  December 31,     April 30,
                                      1998         1997       1997     1996
                                     ------       ------     ------   ------
<S>                                 <C>         <C>         <C>      <C>
Series A preferred stock
  Balance at beginning of period    $ 4,500     $ 4,500     $   -      $  -
  January 30, 1997 share issuance       -            -        4,500       -
                                     ------      ------      ------    ------
  Balance at end of period          $ 4,500     $ 4,500     $ 4,500    $  -
                                     ======      ======      ======    ======

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

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

Additional paid-in-capital
  Balance at beginning of period    $86,530     $86,530     $86,567   $86,533
  Other changes                        -            -           (37)       34
                                     ------      ------      ------    ------
  Balance at end of period          $86,530     $86,530     $86,530   $86,567
                                     ======      ======      ======    ======

Retained earnings
  Balance at beginning of period    $29,885     $29,941     $24,709   $24,629
  Net income (loss)                  (4,291)      1,016       6,489     1,108
  Dividends on:
   Common stock                        (940)       (939)     (1,207)   (1,028)
   Series A preferred stock            (200)       (133)        (50)     -
                                     ------      ------      ------    ------
  Balance at end of period          $24,454     $29,885     $29,941   $24,709
                                     ======      ======      ======    ======


          See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                                    HUNTCO INC.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                              (amounts in thousands)
<TABLE>
<CAPTION>
                                            Year      Eight months
                                           ended         ended        Year ended
                                         December 31, December 31,     April 30,
                                            1998         1997       1997      1996
                                           ------       ------     ------    ------
<S>                                       <C>         <C>         <C>       <C>

Cash flows from operating activities:
 Net income (loss)                         $(4,291)   $ 1,016     $ 6,489   $ 1,108
                                           -------    -------     -------   -------
 Adjustments to reconcile net income
  (loss) to net cash provided (used) by
  operating activities:
    Depreciation and amortization           10,265      6,018       8,225     6,561
    Other                                      (65)        50        (675)       (5)
    Decrease (increase) in: 
      accounts receivable                   (1,936)     4,809      (9,648)   (7,662)
      inventories                          (10,628)    23,957     (51,605)   23,762
      other current assets                   2,101     (1,032)     (2,057)     (961)
      other assets                          (1,049)    (2,837)     (2,632)     (910)
    Increase (decrease) in:
      accounts payable                      16,896    (32,542)     43,566     3,485
      accrued expenses                        (428)      (989)        934     2,470
      non-current deferred taxes            (2,039)     1,661       2,875     2,091
                                           -------    -------     -------   -------
        Total adjustments                   13,117       (905)    (11,017)   28,831
                                           -------    -------     -------   -------
 Net cash provided (used) by operations      8,826        111      (4,528)   29,939
                                           -------    -------     -------   -------
Cash flows from investing activities:
 Acquisition of property, 
  plant and equipment, net                  (6,661)   (10,008)    (28,102)  (34,153)
                                           -------    -------     -------   -------
 Net cash used by investing activities      (6,661)   (10,008)    (28,102)  (34,153)
                                           -------    -------     -------   -------
Cash flows from financing activities:
 Issuance of Series A preferred stock         -          -          4,500      -
 Net proceeds from newly-issued debt           978     10,000      28,000    50,000
 Net payments on long-term debt             (2,010)      (128)       (189)  (45,621)
 Common stock dividends                       (939)      (939)     (1,207)   (1,028)
 Preferred stock dividends                    (200)      (133)        (50)     -
 Other                                         -         -            (37)       34
                                           -------    -------     -------   -------
 Net cash provided 
  (used) by financing activities            (2,171)     8,800      31,017     3,385
                                           -------    -------     -------   -------
Net decrease in cash                            (6)    (1,097)     (1,613)     (829)
Cash, beginning of period                       27      1,124       2,737     3,566
                                           -------    -------     -------   -------
Cash, end of period                        $    21    $    27     $ 1,124   $ 2,737
                                           =======    =======     =======   =======

             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.  Management is 
required to make estimates and assumptions that affect the reported amounts of 
assets and liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the reporting period.  Actual 
results could differ from these estimates.  The significant accounting 
policies followed by the Company are described below:

     Change in fiscal year end:

On October 23, 1997, the Company filed a Form 8-K announcing that it had 
determined to change its fiscal year end from April 30 to a calendar year.  As 
a result, the Company reported an eight-month transition period 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, to compressor manufacturers, as well as through mass merchandisers. 
Concentration of credit risk with respect to trade receivables is limited due 
to the size of the customer base and its dispersion.  The Company performs on-
going credit evaluations of its customers and generally does not require 
collateral.  The Company maintains reserves for potential credit losses and 
such losses have been within management's expectations.  As of December 31, 
1998 and 1997, and April 30, 1997, the Company's allowance for doubtful 
accounts balance was $530, $333, and $544, respectively. 

     Relationships with suppliers:

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

     Inventories:

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

     Property, plant and equipment:

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

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

     Environmental policy:

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

     Income taxes:

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

     Earnings per common share:

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

     New accounting standards:

In June 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.  Adoption of FAS 130 did not 
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. Adoption of FAS 131 did not 
significantly impact the Company's financial reporting.

2.   INVENTORIES

Inventories consisted of the following as of:

<TABLE>
<CAPTION>
                                       December 31,      April 30,
                                     1998       1997       1997
                                   --------   --------   --------
     <S>                           <C>        <C>        <C>
     Raw materials                 $ 66,063   $ 55,991   $ 84,046
     Finished goods                  26,177     25,621     21,523
                                   --------   --------   --------
                                   $ 92,240   $ 81,612   $105,569
                                   ========   ========   ========
</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.


3.   PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>

                                       December 31,       April 30,
                                    1998        1997        1997        
                                   ------      -------    --------
<S>                               <C>         <C>         <C>
Land and improvements             $  5,032    $  3,664    $  3,730
Buildings and improvements          62,632      58,930      55,525
Machinery and equipment            112,815      96,925      94,603
                                  --------    --------    --------
                                   180,479     159,519     153,858
Less accumulated depreciation       37,395      28,870      23,499
                                  --------    --------    --------
                                   143,084     130,649     130,359
Construction in progress               317      15,128      11,077
                                  --------    --------    --------
                                  $143,401    $145,777    $141,436
                                  ========    ========    ========
</TABLE>

4.   LONG-TERM DEBT

The Company's long-term debt includes $50,000 of term notes (the "Notes") 
issued 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 balance of long-term debt primarily consists of amounts outstanding under 
a revolving credit agreement entered into with a group of domestic commercial 
banks (the "bank revolver").  The bank revolver provides for borrowings and 
issuances of letters of credit in amounts totaling up to $80,000 until 
termination on October 31, 1999.  The bank revolver 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.  Under the bank 
revolver, compensating balances are not required.

The Notes and the bank revolver 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, 1998. 
The Company was also in compliance, or received necessary waivers for areas of 
non-compliance, with the financial covenants and ratios required under the 
bank revolver as of December 31, 1998. 

The Company agreed in the Notes and under the bank revolver 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).  As of December 31, 1998, the ratio of funded 
debt to total capitalization was 48.7%.  Accordingly, the Company had unused 
borrowing capacity of $5,667 as of December 31, 1998, in accordance with this 
debt covenant.

On March 24, 1998, the Company amended the bank revolver 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 bank revolver is based upon 
percentages of eligible accounts receivable, inventory and selected fixed 
assets, as defined in the amended revolver.

The Company is negotiating a new revolving credit facility with an asset-based 
lending institution (the "asset-based revolver").  The asset-based revolver is 
expected to provide the Company with up to $90.0 million in credit at rates 
generally equivalent to those being incurred under the bank revolver.  The 
asset-based revolver should be in place on or around March 31, 1999 for a term 
of three years or more; and will be secured by the accounts receivable, 
inventory and selected fixed assets of the Company.  The asset-based revolver 
is expected to provide funds for the scheduled amortization of the Company's 
payment obligations under the Notes and will be used to refinance the bank 
revolver.  Given this anticipated refinancing, the $58,500 balance due on the 
bank revolver as of December 31, 1998 would become due on or around March 31, 
2002, rather than October 31, 1999 as provided under the terms of the bank 
revolver. Given the likelihood of a successful conclusion to the Company's 
refinancing effort described herein, principal payments due on the Company's 
long-term debt for each of the five years following December 31, 1998 will be 
as follows:

<TABLE>
                  <S>                      <C>
                  1999                     $  7,352
                  2000                        8,012
                  2001                        7,365
                  2002                       65,749
                  2003                        7,143
                  Thereafter                 14,286
                                           --------
                                           $109,907
                                           ========
</TABLE>

Total cash paid for interest during 1998, the eight months ended December 31, 
1997, and the years ended April 30, 1997 and 1996 was $9,392, $5,295, $7,552, 
and $4,450, respectively.  Of the Company's total interest costs, it 
capitalized $1,189, $774, $1,244, and $2,091 to construction in progress 
during 1998, the eight months ended December 31, 1997, and the years ended 
April 30, 1997 and 1996, 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.  The Series A Preferred carries a liquidation 
preference of $20.00 per share.  The Series A Preferred is convertible on a 
one-for-one basis into shares of Class A common stock at any time at the 
option of the holder, and at the option of the Company under certain 
circumstances, including if at any time the closing price of the Class A 
common stock is at least $25.00 per share for thirty consecutive trading days. 
Under the Company's Restated Articles of Incorporation, authorized but 
unissued preferred stock is issuable in series under such terms and conditions 
as the Company's Board of Directors may determine.  However, no further shares 
of Series A Preferred may be issued by the Company.  The Company issued all 
225,000 shares of 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, 1998 and 1997, and 
April 30, 1997.  The Company is authorized to issue 10,000,000 shares of Class 
B common stock, of which 3,650,000 shares were issued as of December 31, 1998 
and 1997, and April 30, 1997.  Shares of Class B common stock are not 
transferable to persons or entities unaffiliated with Mr. B. D. Hunter, 
Chairman of the Board and Chief Executive Officer of the Company, who is in 
control of all issued and outstanding shares of Class B common stock through 
his personal and family interests.  All shares of Class B common stock are 
convertible into a like number of shares of Class A common stock at the sole 
discretion of the holder of such Class B common stock, with such conversion 
becoming mandatory at the date which follows ten years after the death of Mr. 
B. D. Hunter.

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 
term, over periods determined by the committee.  

A summary of the status of the Company's stock option plan as of December 31, 
1998 and 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 canceled or forfeited            (8,000)             $23.13
                                         -------
Balance at April 30, 1997                836,000              $18.00
 Options granted                         353,000              $13.50
 Options canceled or forfeited          (342,750)             $20.57
                                         -------
Balance at December 31, 1997             846,250              $15.08
Options canceled or forfeited           (113,750)             $16.57
                                         -------
Balance at December 31, 1998             732,500              $14.85
                                         =======
</TABLE>

The following table summarizes stock options outstanding and exercisable as of 
December 31, 1998:

<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        306,000   4.5 yrs   $17.00         306,000      $17.00
$12.50-$13.50     426,500   2.4 yrs   $13.31          34,125      $12.90
                  -------   -------                  -------
                  732,500   3.3 yrs   $14.85         340,125      $16.59
                  =======   =======                  =======
</TABLE>

No compensation expense has been recognized by the Company for its incentive 
stock plan in accordance with the Company's continued use of Accounting 
Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to 
Employees.  Had the fair value method of accounting contemplated by Statement 
of Financial Accounting Standards No. 123, "Accounting for Stock-Based 
Compensation," been applied to the Company's incentive stock plan, the 
Company's net income and earnings per common share would have been reduced to 
the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                               Eight
                              Year ended    months ended
                              December 31,  December 31,  Year ended April 30,
                                 1998          1997         1997        1996
                                ------        ------       ------      ------
<S>                             <C>          <C>          <C>         <C>
Net income (loss) available
 for common shareholders:
  As reported                   $(4,491)     $ 883        $6,439      $1,108
  Pro forma                      (4,766)       827         6,402       1,106

Earnings (loss) per common
 share (basic and diluted):
  As reported                     $(.50)     $ .10        $  .72      $  .12
  Pro forma                        (.53)       .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 options granted 
during 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 1998, the transition 
period ended December 31, 1997, and for the years ended April 30, 1997 and 
1996, respectively, are as follows:

<TABLE>
<CAPTION>
                                              Eight
                             Year ended    months ended  Years ended April 30,
                             December 31,  December 31,  ---------------------
                                 1998         1997         1997        1996
                                 ----         ----         ----        ----
 <S>                            <C>          <C>          <C>         <C>
 Current:
   Federal                      $   196      $(1,528)     $1,284      $  -
   State                            (58)          65          43         (24)
                                 ------       ------      ------      ------
                                    138       (1,463)      1,327         (24)
                                 ------       ------      ------      ------
 Deferred (primarily Federal):
   Current                         (543)         288        (205)     (1,366)
   Non-current                   (2,039)       1,661       2,875       2,091
                                 ------       ------      ------      ------
                                 (2,582)       1,949       2,670         725
                                 ------       ------      ------      ------
 Provision (benefit)
  for income taxes              $(2,444)     $   486      $3,997      $  701
                                 ======       ======      ======      ======
</TABLE>

Deferred income taxes reflect the tax impact of temporary differences between 
the amount of assets and liabilities for financial reporting purposes and such 
amounts as measured by tax laws and regulations.  The net deferred income tax 
liabilities of the Company are comprised of the following as of:
<TABLE>
<CAPTION>
                                              December 31,        April 30,
                                             1998      1997         1997
                                            ------    ------       ------ 
<S>                                         <C>       <C>          <C>
Total deferred tax liabilities, 
 primarily related to property basis
 differences and related effects,
 including accelerated tax depreciation     $18,781   $14,580      $8,929
                                            -------    ------      ------ 
Deferred tax assets attributable to:
  Non-deductible liabilities and reserves     1,741     1,247       1,588
  Net operating loss carryovers
   expiring through the year ending
   December 31, 2018                         11,385     5,095       1,052
                                            -------    ------      ------ 
Total deferred tax assets                    13,126     6,342       2,640
                                            -------    ------      ------ 
Net deferred tax liabilities, net of
 $1,721, $1,177, and $1,465, respectively,
 reflected in other current assets          $ 5,655   $ 8,238      $6,289
                                            =======    ======      ======
</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>
                                  Year      Eight months
                                  ended        ended        Years ended 
                               December 31, December 31,     April 30,
                                  1998         1997       1997      1996
                                  ----         ----       ----      ----
 <S>                             <C>          <C>        <C>       <C>
 Tax at statutory Federal rate   $(2,357)     $ 526      $3,670    $ 633
 State income taxes, net
  of federal tax benefit            (347)      (143)        195      (94)
 Goodwill amortization               101         67         101      101
 Other                               159         36          31       61
                                  ------      -----      ------    -----
                                 $(2,444)     $ 486      $3,997    $ 701
                                  ======      =====      ======    =====
</TABLE>

During 1998, the eight months ended December 31, 1997, and the years ended 
April 30, 1997 and 1996, the Company made cash payments for income taxes of 
$317, $1,016, $3,000, and $50, respectively.  Of the amount paid during 1998, 
$200 was claimed as a Federal refund in January 1999.  During 1998, the 
Company received Federal tax refunds totaling $2,097.  During the year ended 
April 30, 1997, the Company claimed Federal tax refunds of $1,871, which were 
received in May 1997. 

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, cash flows, or the results of 
operations of the Company.

The Company leases a variety of assets for use in its operations.  With 
respect to operating leases of steel processing equipment and certain real 
property, the Company has negotiated purchase options that are effective prior 
to or at the end of the lease term of such operating lease agreements.  With 
respect to the Company's operating lease commitments, net aggregate future 
lease payments as of December 31, 1998, are payable as follows:

<TABLE>
                    <S>                      <C>
                    1999                     $ 4,426
                    2000                       4,289
                    2001                       3,972
                    2002                       3,910
                    2003                       3,827 
                    Thereafter                 7,604
                                             -------
                                             $28,028
                                             =======
</TABLE>



9.   Quarterly financial data (unaudited)

Summarized quarterly financial data for the calendar years ended December 31, 
1998 and 1997 follows:

<TABLE>
<CAPTION>
                            First     Second      Third    Fourth 
                           quarter    quarter    quarter   quarter     Year
                           -------    -------    -------   -------    ------
<S>                        <C>        <C>        <C>       <C>       <C>
Net sales:
  December 1998            $110,373   $104,724   $95,646   $80,438   $391,181 
  December 1997              85,501     93,657    93,903    93,492    366,553

Gross profit (loss):
  December 1998               7,756      7,762     5,156       643     21,317
  December 1997               7,349      9,056     8,167     4,407     28,979 
     
Net income (loss):
  December 1998                 651        482    (1,103)   (4,321)    (4,291)
  December 1997               1,224      1,572     1,197    (1,203)     2,790

Earnings (loss) per common share
 (basic and diluted):
  December 1998                .07        .05      (.13)     (.49)      (.50)
  December 1997                .13        .17       .13      (.14)       .29



</TABLE>
REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of Huntco Inc.

In our opinion, the accompanying consolidated balance sheet and the related 
consolidated statements of operations, of cash flows, and of changes in 
shareholders' equity present fairly, in all material respects, the financial 
position of Huntco Inc. and its subsidiaries at December 31, 1998, 1997, and 
April 30, 1997, and the results of their operations and their cash flows for 
the year ended December 31, 1998, the eight months ended December 31, 1997, 
and for each of the two 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.


PRICEWATERHOUSECOOPERS LLP

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri
February 5, 1999

<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 22, 1999 Regarding the Board's Nominees for Election as Directors 
at the 1999 Annual Meeting for Terms to Expire at the Annual Meeting in 2002"; 
and "--Information as of March 22, 1999 Regarding the Directors Who are Not 
Nominees for Election and Whose Terms Continue Beyond 1999," contained within 
the Company's 1999 Proxy Statement.  The individuals identified in the 1999 
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 1999 Proxy 
Statement;  "Executive Compensation --Summary Compensation Table", "--
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR 
Values", "-Employment Agreements; Separation Agreements", and "--Compensation 
Committee Interlocks and Insider Participation" contained within the Company's 
1999 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 1999 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 1999 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 PricewaterhouseCoopers LLP dated February 5, 1999, 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:

     10(iii)(A)(5):  Description of Performance Bonus Arrangement for 
executive officers for the calendar year ending December 31, 1999.

     10(iii)(A)(9):  Severance Agreement and Release entered into by and 
between Huntco Inc. and Terry J. Heinz, dated as of March 8, 1999.

     23(ii):  Consent of PricewaterhouseCoopers LLP.

     24:  Powers of Attorney submitted by B. D. Hunter, Robert J. Marischen, 
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)(8).  


(b) Reports on Form 8-K

The Company filed a Form 8-K on October 23, 1998, which discussed under Item 
5, "Other Events", its earnings for the three and nine months ended September 
30, 1998, and certain forward-looking data for the years ending December 31, 
1998 and 1999.

The Company filed a Form 8-K on February 8, 1999, which discussed under Item 
5, "Other Events", its earnings for the three and twelve months ended December 
31, 1998, updated the Company's financial risk factors, and discussed certain 
forward-looking data for the year ending December 31, 1999.


<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, 1999                          By:/s/ Robert J. Marischen
                                                 -----------------------
                                                  Robert J. Marischen,
                                                   Vice Chairman, President,
                                                   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, 1999
---------------------------------   Board and Chief Executive
      B. D. Hunter                  Officer
                                    (Principal Executive Officer)

    /s/ Robert J. Marischen        Director, Vice Chairman of   March 25, 1999
---------------------------------   the Board, President and 
      Robert J. Marischen           Chief Financial Officer 
                                    (Principal Financial
                                    and Accounting Officer)

    /s/ Donald E. Brandt           Director                     March 25, 1999
---------------------------------
      Donald E. Brandt

    /s/ James J. Gavin, Jr.        Director                     March 25, 1999
---------------------------------
      James J. Gavin, Jr.

    /s/ Michael M. McCarthy        Director                     March 25, 1999
---------------------------------
      Michael M. McCarthy

<PAGE>
                                 EXHIBIT INDEX

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

2:  Omitted - not applicable.

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

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

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

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

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

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

4(ii)(a)(1): 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, incorporated 
herein by reference to Exhibit 4(ii)(b)(1) of the Company's Form 10-K filed on 
March 30, 1998.

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, incorporated herein by reference to Exhibit 4(ii)(b)(2) of the Company's 
Form 10-K filed on March 30, 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, incorporated herein by 
reference to Exhibit 4(ii)(c)(2) of the Company's Form 10-K filed on March 30, 
1998.

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, incorporated herein by reference to Exhibit 
4(ii)(c)(5) of the Company's Form 10-K filed on March 30, 1998.

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, 
incorporated herein by reference to Exhibit 4(ii)(d)(1) of the Company's Form 
10-K filed on March 30, 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, incorporated herein by reference to 
Exhibit 4(ii)(d)(2) of the Company's Form 10-K filed on March 30, 1998.

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

10(iii)(A)(5):  Description of Performance Bonus Arrangement for executive 
officers for the calendar year ending December 31, 1999.

10(iii)(A)(6):  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)(7):  Form of Option Agreement for Awards of Options under 1993 
Incentive Stock Plan, incorporated herein by reference to Exhibit 
10(iii)(A)(9) of the Company's Form 10-K filed on March 30, 1998.

10(iii)(A)(8):  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.

10(iii)(A)(9):  Severance Agreement and Release entered into by and between 
Huntco Inc. and Terry J. Heinz, dated as of March 8, 1999.

11:  Omitted - not applicable.

12:  Omitted - not applicable.

13:  Omitted - not applicable.

16:  Omitted - not applicable.

18:  Omitted - not applicable.

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

22:  Omitted - not applicable.

23(ii):  Consent of PricewaterhouseCoopers LLP.

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

27:  Financial Data Schedule.

99:  Omitted - not applicable.