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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

|     |  |                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[X]  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005                                      
|     |  |                                                                                                                                                                           
|OR  
|     |  |                                                                                                                                                                           
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FROM THE TRANSITION PERIOD FROM                                                TO

COMMISSION FILE NUMBER 1-7521

FRIEDMAN INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)


|                                                                     |  |                                                   
|-------------------------------------------------------------------- |  | --------------------------------------------------
|TEXAS
(State or other jurisdiction of
incorporation or organization) |  | 74-1504405
(I.R.S. Employer Identification
Number)

4001 HOMESTEAD ROAD, HOUSTON, TEXAS 77028-5585
(Address of principal executive office) (zip code)
Registrants telephone number, including area code (713) 672-9433



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

| |           |  |  |  |   
| | --------- |  |  |  | --
| | Yes     X |  |  |  | No

Indicate by check
mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).

| |     |  |  |  |         
| | --- |  |  |  | --------
| | Yes |  |  |  | No     X

At June 30, 2005, the number of shares outstanding of the issuers only
class of stock was 7,139,747 shares of Common Stock.



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TABLE OF CONTENTS



|                                                         |                                                                                               |                                                   |  |  |  |  |  | 
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                          
|                                                         | Item 1. Financial Statements                                                                 
|                                                         |                                                                                               | CONSOLIDATED BALANCE SHEETS                      
|                                                         |                                                                                               | CONSOLIDATED STATEMENTS OF EARNINGS  UNAUDITED  
|                                                         |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
|                                                         |                                                                                               | NOTES TO QUARTERLY REPORT  UNAUDITED            
|                                                         | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                         | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                         | Item 4. Controls and Procedures                                                              
|Part II  OTHER INFORMATION                             
|                                                         | Item 1. Legal Proceedings                                                                    
|                                                         | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                          
|                                                         | Item 3. Defaults upon senior securities                                                      
|                                                         | Item 4. Submission of matters to a vote of security holders                                  
|                                                         | Item 5. Other Information                                                                    
|                                                         | Item 6. Exhibits                                                                             
|SIGNATURES                                              
|EXHIBIT INDEX                                           
|Sixth Amendment to Amended and Restated Letter Agreement
|Revolving Promissory Note                               
|Certification Pursuant to Section 302 - Jack Friedman   
|Certification Pursuant to Section 302 - Ben Harper      
|Certification Pursuant to Section 906 - Jack Friedman   
|Certification Pursuant to Section 906 - Ben Harper      



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Part I  FINANCIAL
INFORMATION




Item 1. Financial Statements




FRIEDMAN INDUSTRIES,
INCORPORATEDCONDENSED CONSOLIDATED BALANCE SHEETS

|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |             |           |            | 
|------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------------ | ----------- | ------------- | ---------- | -------------- | ----------- | --------- | ---------- | 
|                                            |                                                                                                                  |                                                               |                                            |             | JUNE 30,
2005 |            | MARCH 31,
2005
|                                            |                                                                                                                  |                                                               |                                            |             | Unaudited     |            |               
|ASSETS                                     
|CURRENT ASSETS:                             |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            | Cash and cash equivalents                                                                                        |                                                               | $                                          | 5,755,798   |               |            | $              | 205,375     |          
|                                            | Accounts receivable, net of allowances for bad debts and cash
discounts of $37,276 at June 30 and March 31, 2005 |                                                               |                                            | 13,982,027  |               |            |                | 16,403,036  |          
|                                            | Inventories                                                                                                      |                                                               |                                            | 22,820,977  |               |            |                | 25,857,240  |          
|                                            | Prepaid
federal income taxes                                                                                     |                                                               |                                            | 291,156     |               |            |                | 892,104     |          
|                                            | Other                                                                                                            |                                                               |                                            | 35,945      |               |            |                | 141,004     |          
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            |                                                                                                                  |                                                               | TOTAL CURRENT ASSETS                       |             |               | 42,885,903 |                |             |           | 43,498,759 | 
|PROPERTY, PLANT AND EQUIPMENT:              |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            | Land                                                                                                             |                                                               |                                            | 478,618     |               |            |                | 478,618     |          
|                                            | Buildings
and yard improvements                                                                                  |                                                               |                                            | 4,088,149   |               |            |                | 4,088,149   |          
|                                            | Machinery and equipment                                                                                          |                                                               |                                            | 18,948,776  |               |            |                | 18,896,907  |          
|                                            | Less accumulated depreciation                                                                                    |                                                               |                                            | (16,956,869 | )             |            |                | (16,725,869 | )        
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            |                                                                                                                  |                                                               | 6,558,674                                  |             |               |            | 6,737,805      |            
|OTHER ASSETS:                               |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            | Cash value of officers life insurance                                                                           |                                                               |                                            | 568,834     |               |            |                | 559,778     |          
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            |                                                                                                                  |                                                               | TOTAL ASSETS                               |             | $             | 50,013,411 |                |             | $         | 50,796,342 | 
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|LIABILITIES AND STOCKHOLDERS EQUITY       
|CURRENT LIABILITIES:                        |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            | Accounts payable and accrued expenses                                                                            |                                                               | $                                          | 12,418,030  |               |            | $              | 13,474,128  |          
|                                            | Current portion of long-term debt                                                                                |                                                               |                                            |            |               |            |                | 2,897       |          
|                                            | Dividends payable                                                                                                |                                                               |                                            | 571,180     |               |            |                | 571,180     |          
|                                            | Contribution to profit sharing plan                                                                              |                                                               |                                            | 72,000      |               |            |                | 274,000     |          
|                                            | Employee compensation and related expenses                                                                       |                                                               |                                            | 562,894     |               |            |                | 637,311     |          
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            |                                                                                                                  |                                                               | TOTAL CURRENT LIABILITIES                  |             |               | 13,624,104 |                |             |           | 14,959,516 | 
|DEFERRED
INCOME TAXES                       |                                                                                                                  |                                                               | 68,424                                     |             |               |            | 86,856         |            
|POSTRETIREMENT BENEFITS OTHER THAN PENSIONS |                                                                                                                  |                                                               | 406,745                                    |             |               |            | 395,420        |            
|STOCKHOLDERS EQUITY:                       |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            | Common stock, par value $1:                                                                                      |                                                               |                                            |             |               |            |                |             |          
|                                            |                                                                                                                  | Authorized
shares  10,000,000                                |                                            |             |               |            |                |             |           |           
|                                            |                                                                                                                  | Issued
shares  7,764,215 at June 30, 2005 and March 31, 2005 |                                            |             | 7,764,215     |            |                |             | 7,764,215 |           
|                                            | Additional paid-in capital                                                                                       |                                                               |                                            | 28,492,619  |               |            |                | 28,492,619  |          
|                                            | Treasury
stock at cost (624,468 shares at June 30, 2005 and March 31, 2005)                                      |                                                               |                                            | (2,768,785  | )             |            |                | (2,768,785  | )        
|                                            | Retained
earnings                                                                                                |                                                               |                                            | 2,426,089   |               |            |                | 1,866,501   |          
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            |                                                                                                                  |                                                               | TOTAL STOCKHOLDERS EQUITY                 |             |               | 35,914,138 |                |             |           | 35,354,550 | 
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            
|                                            |                                                                                                                  |                                                               | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |             | $             | 50,013,411 |                |             | $         | 50,796,342 | 
|                                            |                                                                                                                  |                                                               |                                            |             |               |            |                |            





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FRIEDMAN INDUSTRIES, INCORPORATED




CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS  UNAUDITED

|                                             |                                           |   |                             |            |      |   |            |            | 
|-------------------------------------------- | ----------------------------------------- | - | --------------------------- | ---------- | ---- | - | ---------- | ---------- | 
|                                             |                                           |   | THREE MONTHS ENDED JUNE 30,
|                                             |                                           |   |                            
|                                             |                                           |   | 2005                        |            | 2004
|                                             |                                           |   |                             |            |     
|Net sales                                    |                                           | $ | 46,057,585                  |            |      | $ | 44,915,704 |           
|Costs and expenses                           |                                           |   |                             |            |      |   |            |           
|                                             | Costs of goods sold                       |   |                             | 42,944,172 |      |   |            | 40,715,157 | 
|                                             | General, selling and administrative costs |   |                             | 1,344,980  |      |   |            | 1,652,481  | 
|
|                                             |                                           |   |                             |            |      |   |            |           
|                                             |                                           |   | 44,289,152                  |            |      |   | 42,367,638 |           
|Interest and other income                    |                                           |   | (45,535                     | )          |      |   | (9,963     | )         
|                                             |                                           |   |                             |            |      |   |            |           
|Earnings before income taxes                 |                                           |   | 1,813,968                   |            |      |   | 2,558,029  |           
|Provision (benefit) for income taxes:        |                                           |   |                             |            |      |   |            |           
|                                             | Current                                   |   |                             | 701,633    |      |   |            | 915,200    | 
|                                             | Deferred                                  |   |                             | (18,432    | )    |   |            | 24,000     | 
|                                             |                                           |   |                             |            |      |   |            |           
|                                             |                                           |   | 683,201                     |            |      |   | 939,200    |           
|                                             |                                           |   |                             |            |      |   |            |           
|Net earnings                                 |                                           | $ | 1,130,767                   |            |      | $ | 1,618,829  |           
|                                             |                                           |   |                             |            |      |   |            |           
|Average number of common shares outstanding: |                                           |   |                             |            |      |   |            |           
|                                             | Basic                                     |   |                             | 7,139,747  |      |   |            | 7,575,239  | 
|                                             | Diluted                                   |   |                             | 7,278,541  |      |   |            | 7,728,236  | 
|Net earnings per share:                      |                                           |   |                             |            |      |   |            |           
|                                             | Basic                                     |   | $                           | 0.16       |      |   | $          | 0.21       | 
|                                             | Diluted                                   |   | $                           | 0.16       |      |   | $          | 0.21       | 
|Cash dividends declared per common share     |                                           | $ | 0.08                        |            |      | $ | 0.05       |           

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FRIEDMAN INDUSTRIES, INCORPORATED




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED

|                                                 |                                                                               |                                             |                                                  |           |                             |           |           |           |            |          |  
|------------------------------------------------ | ----------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------------ | --------- | --------------------------- | --------- | --------- | --------- | ---------- | -------- | -
|                                                 |                                                                               |                                             |                                                  |           | THREE MONTHS ENDED JUNE 30,
|                                                 |                                                                               |                                             |                                                  |           |                            
|                                                 |                                                                               |                                             |                                                  |           | 2005                        |           | 2004     
|                                                 |                                                                               |                                             |                                                  |           |                             |           |          
|OPERATING ACTIVITIES                             |                                                                               |                                             |                                                  |           |                             |           |           |          
|                                                 | Net earnings                                                                  |                                             | $                                                | 1,130,767 |                             |           | $         | 1,618,829 |           
|                                                 | Adjustments to reconcile net income to cash provided by
operating activities: |                                             |                                                  |           |                             |           |           |           |           
|                                                 |                                                                               | Depreciation                                |                                                  |           | 231,000                     |           |           |           | 220,800    |         
|                                                 |                                                                               | Provision (benefit) for deferred taxes      |                                                  |           | (18,432                     | )         |           |           | 24,000     |         
|                                                 |                                                                               | Change
in post retirement benefits          |                                                  |           | 11,325                      |           |           |           |           |         
|                                                 | Decrease (increase) in operating assets:                                      |                                             |                                                  |           |                             |           |           |           |           
|                                                 |                                                                               | Accounts receivable                         |                                                  |           | 2,421,009                   |           |           |           | (1,769,433 | )       
|                                                 |                                                                               | Inventories                                 |                                                  |           | 3,036,263                   |           |           |           | (911,264   | )       
|                                                 |                                                                               | Prepaid
federal income taxes                |                                                  |           | 600,948                     |           |           |           |           |         
|                                                 |                                                                               | Other current assets                        |                                                  |           | 105,059                     |           |           |           | (229,512   | )       
|                                                 | Increase (decrease) in operating liabilities:                                 |                                             |                                                  |           |                             |           |           |           |           
|                                                 |                                                                               | Accounts payable and accrued expenses       |                                                  |           | (1,056,098                  | )         |           |           | 839,876    |         
|                                                 |                                                                               | Contribution to profit-sharing plan payable |                                                  |           | (202,000                    | )         |           |           | (214,000   | )       
|                                                 |                                                                               | Employee compensation and related expenses  |                                                  |           | (74,417                     | )         |           |           | 39,885     |         
|                                                 |                                                                               | Federal income taxes payable                |                                                  |           |                            |           |           |           | (201,800   | )       
|                                                 |                                                                               |                                             |                                                  |           |                             |           |           |          
|                                                 |                                                                               |                                             | NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES |           |                             | 6,185,424 |           |           |            | (582,619 | )
|INVESTING ACTIVITIES                             |                                                                               |                                             |                                                  |           |                             |           |           |          
|                                                 | Purchase of property, plant and equipment                                     |                                             |                                                  | (51,868   | )                           |           |           | (456,009  | )         
|                                                 | Decrease
(increase) in cash surrender value of officers life
insurance       |                                             |                                                  | (9,056    | )                           |           |           | 435,117   |           
|                                                 | Proceeds
from sale of asset                                                   |                                             |                                                  |          |                             |           |           | 542       |           
|                                                 |                                                                               |                                             |                                                  |           |                             |           |           |          
|                                                 |                                                                               |                                             | NET CASH USED IN INVESTING ACTIVITIES            |           |                             | (60,924   | )         |           |            | (20,350  | )
|FINANCING ACTIVITIES                             |                                                                               |                                             |                                                  |           |                             |           |           |          
|                                                 | Cash dividends paid                                                           |                                             |                                                  | (571,180  | )                           |           |           | (151,500  | )         
|                                                 | Principal payments on notes payable                                           |                                             |                                                  | (2,897    | )                           |           |           | (22,832   | )         
|                                                 |                                                                               |                                             |                                                  |           |                             |           |           |          
|                                                 |                                                                               |                                             | NET CASH PROVIDED (USED) IN FINANCING
ACTIVITIES |           |                             | (574,077  | )         |           |            | (174,332 | )
|                                                 |                                                                               |                                             |                                                  |           |                             |           |           |          
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                               |                                             | 5,550,423                                        |           |                             |           | (777,301  | )        
|                                                 | Cash and cash equivalents at beginning of period                              |                                             |                                                  | 205,375   |                             |           |           | 1,984,763 |           
|                                                 |                                                                               |                                             |                                                  |           |                             |           |           |          
|CASH AND CASH EQUIVALENTS AT END OF PERIOD       |                                                                               | $                                           | 5,755,798                                        |           |                             | $         | 1,207,462 |          
|                                                 |                                                                               |                                             |                                                  |           |                             |           |           |          

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FRIEDMAN INDUSTRIES, INCORPORATED




CONDENSED NOTES TO QUARTERLY REPORT  UNAUDITED
THREE MONTHS ENDED JUNE 30, 2005

NOTE A  BASIS OF PRESENTATION

The accompanying unaudited condensed, consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. For further information,
refer to the financial statements and footnotes included in the Companys annual
report on Form 10-K for the year ended March 31, 2005.

NOTE B  INVENTORIES

Inventories consist
of prime coil, non-standard coil and tubular materials.
Prime coil inventory consists primarily of raw materials,
non-standard coil inventory consists primarily of finished goods and tubular
inventory consists of both raw materials and finished goods. Inventories are
valued at the lower of cost or replacement market. Cost for prime
coil inventory is
determined under the last-in, first-out (LIFO) method. Cost for
non-standard coil inventory is determined using the specific identification method. Cost for tubular
inventory is determined using the weighted average method.

A summary of inventory values follows:

June 30,
    

March 31,2005
    
    2005Prime
Coil Inventory
    
    $
    8,970,313
    
    
    $
    7,497,674Non-Standard
Coil Inventory
    
    
    371,713
    
    
    
    530,084Tubular Raw Material
    
    
    3,452,157
    
    
    
    4,341,204Tubular Finished Goods
    
    
    10,026,794
    
    
    
    13,488,278$
    22,820,977
    
    
    $
    25,857,240


NOTE C  LONG-TERM DEBT

The following summary reflects long-term debt including the current portion thereon:

June 30,
2005
    

March 31,
2005Notes payable on equipment purchases
    
    $
    
    
    
    $
    2,897


The Company has a $6 million
revolving credit facility which expires April 1, 2008. There
were no amounts outstanding pursuant to the facility at June 30,
2005 and March 31, 2005.

NOTE D  STOCK BASED COMPENSATION

The Company follows
Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), for its
employee stock options. Under APB 25, because the exercise price
of the Companys employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense
is recognized.

The following
schedule reflects the impact on net income and earnings per common
share if the Company had applied the fair value recognition
provisions of Statements of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation, to stock
based employee compensation for each period indicated:

|                                                         |  |   |           |                            |  |      |           |  |  | 
|-------------------------------------------------------- |  | - | --------- | -------------------------- |  | ---- | --------- |  |  | 
|                                                         |  |   |           | Three
Months EndedJune 30,
|                                                         |  |   |           |                           
|                                                         |  |   |           | 2005                       |  | 2004
|                                                         |  |   |           |                            |  |     
|Reported
net income                                      |  | $ | 1,130,767 |                            |  | $    | 1,618,829 | 
|Less:
compensation expenses per SFAS No. 123, net of tax |  |   | .00       |                            |  |      | .00       | 
|                                                         |  |   |           |                            |  |      |           | 
|Pro
forma net income                                     |  | $ | 1,130,767 |                            |  | $    | 1,618,829 | 
|                                                         |  |   |           |                            |  |      |           | 
|BASIC
EARNINGS PER COMMON SHARE:                         |  |   |           |                            |  |      |           | 
|Reported
net income                                      |  |   | .16       |                            |  |      | .21       | 
|Less:
compensation expense per SFAS No. 123, net of tax  |  |   | .00       |                            |  |      | .00       | 
|                                                         |  |   |           |                            |  |      |           | 
|Pro
forma net income                                     |  |   | .16       |                            |  |      | .21       | 
|                                                         |  |   |           |                            |  |      |           | 
|DILUTED
EARNINGS PER COMMON SHARE:                       |  |   |           |                            |  |      |           | 
|Reported
net income                                      |  |   | .16       |                            |  |      | .21       | 
|Less:
compensation expense per SFAS No. 123, net of tax  |  |   | .00       |                            |  |      | .00       | 
|                                                         |  |   |           |                            |  |      |           | 
|Pro
forma net income                                     |  |   | .16       |                            |  |      | .21       | 
|                                                         |  |   |           |                            |  |      |           | 

There were no options
granted in the quarter ended June 30, 2005 or June 30, 2004.

NEW ACCOUNTING
PRONOUNCEMENT: In December 2004, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment
(SFAS 123(R)). SFAS 123(R) requires all share-based
payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values.
The SEC has deferred the implementation date and the Company is now
required to adopt SFAS 123(R) no later than April 1, 2006.
SFAS 123(R) permits adoption using one of two methods, a
modified prospective method (Prospective Method) or a
modified retrospective method (Retrospective Method).
With the Prospective Method, costs are recognized beginning with the
effective date based on the requirements of SFAS 123(R) for
(i) all share-based payments granted after the effective date of
SFAS 123(R), and (ii) all awards granted to employees prior
to the effective date of SFAS 123(R) that remain unvested on the
effective date. The Retrospective Method applies the requirements of
the Prospective Method but further permits entities to restate all
prior periods presented based on the amounts previously recognized
under SFAS 123 for purposes of pro forma disclosures. The
Company has currently not determined which method it will use and
therefore, the impact of the adoption of SFAS 123(R) cannot be
reasonably estimated at this time.

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NOTE E  SEGMENT INFORMATION

|                 |                         |                             |   |                    |        |      |   |        |        | 
|---------------- | ----------------------- | --------------------------- | - | ------------------ | ------ | ---- | - | ------ | ------ | 
|                 |                         |                             |   | THREE MONTHS ENDED
|                 |                         |                             |   | JUNE 30,          
|                 |                         |                             |   |                   
|                 |                         |                             |   | 2005               |        | 2004
|                 |                         |                             |   |                    |        |     
|Net sales        |                         |                             |   |                    |        |      |   |       
|                 | Coil                    |                             | $ | 23,051             |        |      | $ | 26,536 |       
|                 | Tubular                 |                             |   | 23,007             |        |      |   | 18,380 |       
|                 |                         |                             |   |                    |        |      |   |       
|                 |                         | Total net sales             |   | $                  | 46,058 |      |   | $      | 44,916 | 
|                 |                         |                             |   |                    |        |      |   |       
|Operating profit |                         |                             |   |                    |        |      |   |       
|                 | Coil                    |                             | $ | 878                |        |      | $ | 1,375  |       
|                 | Tubular                 |                             |   | 1,734              |        |      |   | 2,310  |       
|                 |                         |                             |   |                    |        |      |   |       
|                 |                         | Total operating profit      |   |                    | 2,612  |      |   |        | 3,685  | 
|                 | Corporate expenses      |                             |   | 844                |        |      |   | 1,137  |       
|                 | Interest expense        |                             |   |                   |        |      |   |       |       
|                 | Interest & other income |                             |   | (46                | )      |      |   | (10    | )     
|                 |                         |                             |   |                    |        |      |   |       
|                 |                         | Total earnings before taxes |   | $                  | 1,814  |      |   | $      | 2,558  | 
|                 |                         |                             |   |                    |        |      |   |       

|               |                  |  |   |              |        |               |   |        |        | 
|-------------- | ---------------- |  | - | ------------ | ------ | ------------- | - | ------ | ------ | 
|               |                  |  |   | June
30,2005 |        | March
31,2005
|               |                  |  |   |              |        |              
|Segment assets |                  |  |   |              |        |               |   |       
|               | Coil             |  | $ | 20,730       |        |               | $ | 20,724 |       
|               | Tubular          |  |   | 22,547       |        |               |   | 28,301 |       
|               |                  |  |   |              |        |               |   |       
|               |                  |  |   | 43,277       |        |               |   | 49,025 |       
|               | Corporate assets |  |   | 6,736        |        |               |   | 1,771  |       
|               |                  |  |   |              |        |               |   |       
|               |                  |  |   | $            | 50,013 |               |   | $      | 50,796 | 
|               |                  |  |   |              |        |               |   |       

Segment amounts
reflected above are stated in thousands. General corporate expenses
reflect general and administrative expenses not directly associated
with segment operations and consist primarily of corporate executive
and accounting salaries, professional fees and services, bad debts,
accrued profit sharing expense, corporate insurance expenses and
office supplies. Corporate assets consists primarily of cash and cash
equivalents and the cash value of officers life insurance.

6



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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Results of OperationsThree
Months Ended June 30, 2005 Compared to Three Months Ended June 30,
2004 During the three months ended June 30, 2005, sales and costs
of goods sold increased $1,141,881 and $2,229,015, respectively, as related gross profit
decreased $1,087,134 from the comparable amounts recorded during the three months ended
June 30, 2004. In the 2005 quarter, increases in selling prices and related costs were
partially offset by a decrease in tons sold.  During the June 2005 quarter, the average
per ton selling price and average per ton cost of goods sold increased approximately 20%
and 23.5%, respectively, from levels recorded in the June 2004 quarter.   Total tons sold
decreased from approximately 81,000 tons in the 2004 quarter to 70,000 tons in the 2005
quarter.   In the 2005 quarter, gross profit and costs of goods as percentage of sales were
approximately 6.8% and 93.2%, respectively, compared to 9.4% and 90.6%, respectively, in the
2004 quarter.  The decline in gross profit margin contributed substantially to the overall
decline in gross profit. During the 2004 quarter, the Company experienced strong market
conditions for its products as compared to market conditions in the 2005 quarter which were
characterized by softer market conditions. Coil product segment sales decreased approximately $3,485,000
during the 2005 quarter compared to the 2004 quarter.  An increase in average selling price was more than offset by a
decrease in tons sold in the 2005 quarter.  Each of the Companys coil operations experienced a decline in tons
sold.  Tons of coil products sold declined from approximately 41,000 tons in the 2004 quarter
to 34,000 tons in the 2005 quarter.  Coil operating profit as a percentage of coil segment sales
decreased from approximately 5.2% in the 2004 quarter to 3.8% in the
2005 quarter.   In the 2005
quarter, the Company experienced softer market conditions for coil products than were present
in the 2004 quarter. In the 2005 quarter, the
Companys Lone Star coil facility
(LSCF) continued to experience a reduced supply of coil products from its primary coil
supplier, Lone Star Steel Company (LSS).  LSCF, which accounted for approximately 6% of
total sales in the 2005 quarter, has from time to time purchased coils from other suppliers.
However, freight costs associated with these purchases diminishes the
Companys competitiveness
in a very competitive industry.  LSCF produced a profit from operations in the 2005 quarter.
A further reduction in supply could have an adverse effect on coil segment operations.
Management confers regularly with LSS and continues to monitor this situation closely. In May 2004, XSCP, which markets non-standard coils
received from Nucor Steel Company (NSC), agreed with NSC to suspend the purchase of
non-standard coils.  Subsequently, in December 2004, NSC began
supplying limited amounts of non-standard coils to XSCP.  Currently,
XSCP continues to receive limited
shipments of non-standard coils from NSC and expects these limited shipments to continue.
The Company expects XSCP, which accounted for approximately 3% of
total sales in the 2005 quarter, to continue operating.  XSCP operating assets, when not used by XSCP, can be used at the
Companys Hickman coil facility
(Hickman). The Company is dependent on LSS and NSC for its supply of
coil inventory.  While current levels are adequate to
sustain the Companys
operations at both Hickman and LSCF, a reduction in the supply of steel coils could have an
adverse effect on the Companys coil operations. Tubular product segment sales increased approximately
$4,627,000 during the 2005 quarter.  This increase resulted from an approximate 43% increase
in the average per ton selling price which was partially offset by 12% decrease in tons sold.
Tons shipped decreased from approximately 41,000 tons in the 2004 quarter to 36,000 tons in
the 2005 quarter.  Tubular product segment operating profits as a percentage of segment sales
were approximately 7.5% and 12.6% in the 2005 and 2004 quarters, respectively.  The  Company
experienced softer market conditions for its pipe products in the 2005 quarter as compared to
conditions in the 2004 quarter. During the 2005 quarter, LSS, the
Companys primary supplier of tubular products and coil material used in pipe
manufacturing, continued to supply such products in amounts that were adequate for the
Companys purposes.  The Company does not currently anticipate any significant change
in such supply from LSS. During the 2005 quarter, general, selling and
administrative costs decreased $307,501 from the amount recorded during the 2004 quarter.
This decrease was related primarily to reduced commissions and bonuses associated with the
decline in earnings and volume and a decrease in bad debt expense. Income taxes decreased  $255,999 from the comparable
amount recorded during the 2004 quarter. This decrease was primarily related to the decrease
in earnings before taxes.  Effective tax rates were 37.7% and 36.7% in the 2005 and 2004
quarters, respectively. 7




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##### Table of Contents



FINANCIAL POSITION, LIQUIDITY AND
CAPITAL RESOURCES

The
Company remained in a strong, liquid position at June 30, 2005.
Current ratios were 3.1 and 2.9 at June 30, 2005 and
March 31, 2005, respectively. Working
capital was $29,261,799 at June 30, 2005 and $28,539,243 at
March 31, 2005.

During
the three months ended June 30, 2005, the Company maintained
assets and liabilities at levels it believed were commensurate with
operations. Cash increased as accounts receivable and inventories
declined. The Company expects to
continue to monitor, evaluate and manage balance sheet components depending on changes in market conditions and the Companys operations.

During
the quarter ended June 30, 2004, the Company purchased approximately $456,000 in fixed
assets. This purchase was related primarily to the small diameter pipe mill which began
operation in April 2004.

In
June 2004 and July 2004, the Company surrendered for cash, certain
split-dollar life insurance policies on the lives of Jack and Harold
Friedman, respectively. The Company received the total cash surrender value of
$812,432.

The Company has an arrangement with a bank which provides for a
revolving line of credit facility (the revolving facility).
Pursuant to the revolving facility, which expires April 1, 2008, the Company may borrow up to $6 million at the banks
prime rate or 1.5% over LIBOR. The Company uses
the revolving facility to support cash flow and will borrow and repay
the note as working capital is required. At June 30, 2005 and
March 31, 2005, the Company had no borrowings
outstanding under the revolving facility.

The Company has
in the past and may in the future borrow funds on a term basis to build or improve facilities. The Company
currently has no plans to borrow funds on a term basis.

Notwithstanding the current market conditions, the Company believes its
cash flows from operations and borrowing capability under its revolving facility
are adequate to fund its expected cash requirements for the next twenty-four
months.

CRITICAL ACCOUNTING POLICIES

The preparation of consolidated financial statements requires the Company
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. One such accounting policy which requires
significant estimates and judgments is the valuation of LIFO inventories in the
Companys quarterly reporting. The quarterly valuation of inventory
requires estimates of the year end quantities which is inherently difficult.
Historically, these estimates have been materially correct. In
addition, the Company maintains an allowance for doubtful accounts
receivable by providing for specifically identified accounts where
collectibility is doubtful. On an ongoing basis, the Company evaluates estimates and
judgments. The Company bases its estimates on historical experience and on
various other assumptions that it believes to be reasonable under the
circumstances.

FORWARD-LOOKING STATEMENTS

From time to time, the Company may make certain statements that contain
forward-looking information (as defined in the Private Securities Litigation
Reform Act of 1996) and that involve risk and uncertainty. These forward-looking
statements may include, but are not limited to, future results of operations,
future production capacity and product quality. Forward-looking statements may
be made by management orally or in writing including, but not limited to, this
Managements Discussion and Analysis of Financial Condition and Results of
Operations and other sections of the Companys filings with the Securities and
Exchange Commission under the Securities Act of 1933 and the Securities Exchange
Act of 1934. Actual results and trends in the future may differ materially
depending on a variety of factors including but not limited to changes in the
demand and prices of the Company products, changes in the demand for steel and
steel products in general and the Companys success in executing its internal
operating plans.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal
course of business the Company is exposed to market risks primarily
from changes in the cost of steel in inventory and in interest rates.
The Company closely monitors exposure to market risks and develops
appropriate strategies to manage risk. With respect to steel
purchases, there is no recognized market to purchase derivative
financial instruments to reduce the inventory exposure risk on
changing commodity prices. The exposure to market risk associated
with interest rates relates primarily to debt. Recent debt balances
are minimal and, as a result, direct exposure to interest rates
changes is not significant.




Item 4. Controls and Procedures

The
Companys management, with the participation of the Companys principal
executive officer (CEO) and principal financial officer (CFO), evaluated the effectiveness of the
Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended
(the Exchange Act)) as
of the end of the fiscal quarter ended June 30, 2005. Based on this evaluation, the CEO and CFO
have concluded that the Companys disclosure controls and procedures were effective as of the
end of the fiscal quarter ended June 30, 2005 to ensure that information that is required to be
disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SECs rules and
forms.

There were no changes in the Companys internal control over financial reporting that
occurred during the fiscal quarter ended June 30, 2005 that have
materially affected, or are
reasonably likely to materially affect, the Companys internal control over financial reporting.

8



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##### Table of Contents



FRIEDMAN INDUSTRIES, INCORPORATED

Three Months Ended June 30, 2005





Part II  OTHER INFORMATION




Item 1. Legal Proceedings

Not applicable




Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



| |                   
| | ------------------
| | a). Not applicable
|
| | b). Not applicable
|
| | c). Not applicable




Item 3. Defaults upon senior securities



| |                   
| | ------------------
| | a). Not applicable
|
| | b). Not applicable




Item 4. Submission of matters to a vote of security
holders

None




Item 5. Other Information

Not applicable




Item 6. Exhibits



| |             
| | ------------
| | a). Exhibits



| |        |                                                                                                                                                        
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1  | Sixth Amendment to Amended and Restated Letter
Agreement dated effective April 1, 2005 between the Company and
JPMorgan Chase Bank, N.A.               
|
| | 10.2  | Revolving Promissory Note dated April 1, 2005
between the Company and JPMorgan Chase Bank, N.A.                                                        
|
| | 31.1  | Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Jack Friedman                                                       
|
| | 31.2  | Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Ben Harper                                                          
|
| | 32.1  | Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002, signed by Jack Friedman
|
| | 32.2  | Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002, signed by Ben Harper   

9



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##### Table of Contents






SIGNATURES

Pursuant to the requirements 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.



|                     |                                              |  |                
|-------------------- | -------------------------------------------- |  | ---------------
|                     | FRIEDMAN INDUSTRIES, INCORPORATED           
|Date August 12, 2005 |                                              |  |                
|                     | By                                           |  | /s/  BEN HARPER
|                     |                                              |  |                
|                     | Ben Harper, Senior Vice President-Finance   
|                     | (Principal Financial and Accounting Officer)
|                     |                                              |  |                

10



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##### Table of Contents






EXHIBIT INDEX

|             |  |                                                                                                                                                              
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.  |  | Description                                                                                                                                                  
|             |  |                                                                                                                                                              
|            
|Exhibit 10.1 |  |  Sixth Amendment to Amended and Restated Letter
Agreement dated effective April 1, 2005 between the Company and
JPMorgan Chase Bank, N.A.                   
|            
|Exhibit 10.2 |  |  Revolving Promissory Note dated April
1, 2005 between the Company and JPMorgan Chase Bank, N.A.                                                            
|            
|Exhibit 31.1 |  |  Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Jack Friedman                                                           
|            
|Exhibit 31.2 |  |  Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Ben Harper                                                              
|            
|Exhibit 32.1 |  |  Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of The Sarbanes-Oxley Act of 2002, signed
    by Jack Friedman
|            
|Exhibit 32.2 |  |  Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of The Sarbanes-Oxley Act of 2002, signed
    by Ben Harper