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EXHIBIT 10.1
 SIXTH AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENT
 FRIEDMAN INDUSTRIES,
INCORPORATED
 PRELIMINARY
STATEMENT
   Termination Date Section 5
 Exhibit A Exhibit A
  
 
   
   BORROWER:
    
    FRIEDMAN INDUSTRIES,
INCORPORATEDBy:
    
    /s/ Ben HarperName:
    
    BEN HARPERTitle:
    
    SENIOR VICE PRESIDENT  FINANCEBANK:
    
    JPMORGAN CHASE BANK, N.A.By:Name:Title:
 Page 1 of 2 Pages




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FRIEDMAN INDUSTRIES, INCORPORATED Borrower Bank
 REPORTING
REQUIREMENTS, FINANCIAL COVENANTS
AND  COMPLIANCE CERTIFICATE FOR CURRENT REPORTING PERIOD ENDING
,
200_(END DATE)
 REPORTING PERIOD
  Financial
Reporting. Borrower will provide the following financial
information within the times indicated:

    Compliance
Certificate
 Compliance(Circle)WHO
    
    when due
    
    what
    
    Yes NoBORROWER
    
    (i) Quarterly at such time as this statement is
submitted to the Securities and Exchange
Commission (SEC)
    
    Borrowers 10-Q together with
a certificate
of compliance duly executed by an officer
of Borrower
    
    Yes No(ii) On an annual basis at such time as this
statement is submitted to the Securities and
Exchange Commission (SEC)
    
    Borrowers 10-K together with a certificate
of compliance duly executed by an officer
of Borrower
    
    Yes No
  FINANCIAL
COVENANTS. Borrower will comply with the
following financial covenants, defined in
accordance with GAAP incorporating the
calculation adjustments indicated on the
Compliance Certificate:
    
    COMPLIANCE CERTIFICATE
 ComplianceREQUIRED
    
    ACTUAL REPORTED
    
    (Circle)Except as specified otherwise, each covenant will be maintained at all
times and reported for each Reporting Period or as of each Reporting
Period End Date, as appropriate:
    
    For Current Reporting Period/as of the End Date
    
    Yes No
 1. Maintain a Working Capital of at least $10,000,000.00
    
    $

  -
    
    $

  =
    
    $
    
    Yes NoCurrent Assets
    
    Current Liabilities
    
    Working Capital2. Maintain a Tangible Net Worth as adjusted of at
    
    Stockholders Equity
    
    
    
    $
    
    Yes Noleast $27,000,000.00.
    
    Minus:
    
    Goodwill
    
    $Other Intangible Assets
    
    $Plus:
    
    Subordinated Debt
    
    $Equals:
    
    Tangible Net Worth
    
    $3. Maintain a Current Ratio of at least 2.00 to 1.00.
    
    $

  /
    
    $

  -
    
    $
    
    Yes NoCurrent Assets
    
    Current Liabilities
    
    Current Ratio4. Maintain a ratio of Total Indebtedness to Tangible
Net Worth plus
Subordinated Debt of no more than 1.10 to 1.00.
    
    Total Indebtedness (GAAP)
    
    $
    
    Yes NoTangible Net Worth
    
    
    
    $$

  /
    
    $

  -
    
    $Total Indebtedness
    
    Tangible Net Worth
    
    Ratio
   o
    
    No default or Event of Default has occurred under the Note during the current
Reporting Period, or been discovered from a prior period, and not
reported.o
    
    A default or Event of Default (as described below) has occurred during the current
Reporting Period or has been discovered from a prior period and is
being reported for the first time and:
 o
    
    was cured on .o
    
    was waived by Bank in writing on  .o
    
    is continuing.
 Description of Event of Default:
 EXHIBIT A Page 1 of 2 Pages




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BORROWER:     FRIEDMAN
INDUSTRIES, INCORPORATED
 SIGNATURE:NAME:TITLE:ADDRESS:
 EXHIBIT A Page 2 of 2 Pages