##### Table of Contents



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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 SEPTEMBER 30, 2006                                 
|     |  |                                                                                                                                                                           
|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







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

At September 30, 2006, the number of shares outstanding of the issuers only
class of stock was 6,666,626 shares of Common Stock.



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TABLE OF CONTENTS



|                                      |                                                                                               |                                                             |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION       
|                                      | Item 1. Financial Statements                                                                 
|                                      |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                      
|                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS  UNAUDITED  
|                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
|                                      |                                                                                               | CONDENSED 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 1A. Risk Factors                                                                        
|                                      | 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                        
|Certification Pursuant to Section 302
|Certification Pursuant to Section 302
|Certification Pursuant to Section 906
|Certification Pursuant to Section 906



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##### Table of Contents






Part I  FINANCIAL
INFORMATION




Item 1. Financial Statements




FRIEDMAN INDUSTRIES,
INCORPORATEDCONDENSED CONSOLIDATED BALANCE SHEETS

|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |             |           |            | 
|------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ------------------------------------------ | ----------- | ------------------ | ---------- | -------------- | ----------- | --------- | ---------- | 
|                                            |                                                                                                                       |                                                                    |                                            |             | SEPTEMBER 30,
2006 |            | MARCH 31,
2006
|                                            |                                                                                                                       |                                                                    |                                            |             | Unaudited          |            |               
|ASSETS                                     
|CURRENT ASSETS:                             |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            | Cash and cash equivalents                                                                                             |                                                                    | $                                          | 4,132,198   |                    |            | $              | 1,982,526   |          
|                                            | Accounts receivable, net of allowances for bad debts and cash
discounts of $37,276 at September 30 and March 31, 2006 |                                                                    |                                            | 18,221,454  |                    |            |                | 17,494,313  |          
|                                            | Inventories                                                                                                           |                                                                    |                                            | 26,895,802  |                    |            |                | 27,956,921  |          
|                                            | Other                                                                                                                 |                                                                    |                                            | 377,933     |                    |            |                | 117,243     |          
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            |                                                                                                                       |                                                                    | TOTAL CURRENT ASSETS                       |             |                    | 49,627,387 |                |             |           | 47,551,003 | 
|PROPERTY, PLANT AND EQUIPMENT:              |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            | Land                                                                                                                  |                                                                    |                                            | 1,082,331   |                    |            |                | 486,653     |          
|                                            | Buildings
and yard improvements                                                                                       |                                                                    |                                            | 4,183,601   |                    |            |                | 4,088,149   |          
|                                            | Machinery and equipment                                                                                               |                                                                    |                                            | 22,328,096  |                    |            |                | 20,852,126  |          
|                                            | Less accumulated depreciation                                                                                         |                                                                    |                                            | (17,435,508 | )                  |            |                | (17,653,265 | )        
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            |                                                                                                                       |                                                                    | 10,158,520                                 |             |                    |            | 7,773,663      |            
|OTHER ASSETS:                               |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            | Cash value of officers life insurance                                                                                |                                                                    |                                            | 631,011     |                    |            |                | 606,223     |          
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            |                                                                                                                       |                                                                    | TOTAL ASSETS                               |             | $                  | 60,416,918 |                |             | $         | 55,930,889 | 
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|LIABILITIES AND STOCKHOLDERS EQUITY       
|CURRENT LIABILITIES:                        |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            | Accounts payable and accrued expenses                                                                                 |                                                                    | $                                          | 17,592,532  |                    |            | $              | 16,713,944  |          
|                                            | Income taxes payable                                                                                                  |                                                                    |                                            |            |                    |            |                | 143,196     |          
|                                            | Deferred credit for LIFO replacement                                                                                  |                                                                    |                                            | 271,403     |                    |            |                |            |          
|                                            | Dividends payable                                                                                                     |                                                                    |                                            | 533,330     |                    |            |                | 533,330     |          
|                                            | Contribution to profit sharing plan                                                                                   |                                                                    |                                            | 135,000     |                    |            |                | 256,000     |          
|                                            | Employee compensation and related expenses                                                                            |                                                                    |                                            | 790,698     |                    |            |                | 736,723     |          
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            |                                                                                                                       |                                                                    | TOTAL CURRENT LIABILITIES                  |             |                    | 19,322,963 |                |             |           | 18,383,193 | 
|DEFERRED
INCOME TAXES                       |                                                                                                                       |                                                                    | 126,927                                    |             |                    |            | 4,618          |            
|POSTRETIREMENT BENEFITS OTHER THAN PENSIONS |                                                                                                                       |                                                                    | 469,467                                    |             |                    |            | 445,743        |            
|STOCKHOLDERS EQUITY:                       |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            | Common stock, par value $1:                                                                                           |                                                                    |                                            |             |                    |            |                |             |          
|                                            |                                                                                                                       | Authorized
shares  10,000,000                                     |                                            |             |                    |            |                |             |           |           
|                                            |                                                                                                                       | Issued
shares  7,842,342 at September 30, 2006 and March 31, 2006 |                                            |             | 7,842,342          |            |                |             | 7,842,342 |           
|                                            | Additional paid-in capital                                                                                            |                                                                    |                                            | 28,717,696  |                    |            |                | 28,663,814  |          
|                                            | Treasury
stock at cost (1,175,716 shares at September 30, 2006 and March 31, 2006)                                    |                                                                    |                                            | (5,475,964  | )                  |            |                | (5,475,964  | )        
|                                            | Retained
earnings                                                                                                     |                                                                    |                                            | 9,413,487   |                    |            |                | 6,067,143   |          
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            |                                                                                                                       |                                                                    | TOTAL STOCKHOLDERS EQUITY                 |             |                    | 40,497,561 |                |             |           | 37,097,335 | 
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            
|                                            |                                                                                                                       |                                                                    | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |             | $                  | 60,416,918 |                |             | $         | 55,930,889 | 
|                                            |                                                                                                                       |                                                                    |                                            |             |                    |            |                |            

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FRIEDMAN INDUSTRIES, INCORPORATED




CONDENSED CONSOLIDATED STATEMENTS
OF EARNINGS  UNAUDITED

|                                             |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |            |  
|-------------------------------------------- | ----------------------------------------- | - | -------------------------------- | ---------- | ------------------------------ | - | ---------- | ---------- | ---- | - | ----------- | ---------- | - | - | ---------- | ---------- | -
|                                             |                                           |   | Three
Months Ended September 30, |            | Six
Months Ended September 30,
|                                             |                                           |   |                                  |            |                               
|                                             |                                           |   | 2006                             |            | 2005                           |   | 2006       |            | 2005
|                                             |                                           |   |                                  |            |                                |   |            |            |     
|Net sales                                    |                                           | $ | 51,629,944                       |            |                                | $ | 42,730,045 |            |      | $ | 104,253,674 |            |   | $ | 88,787,630 |           
|Costs and expenses                           |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|                                             | Costs of goods sold                       |   |                                  | 48,223,703 |                                |   |            | 38,990,994 |      |   |             | 95,970,757 |   |   |            | 81,935,166 |  
|                                             | General, selling and administrative costs |   |                                  | 1,306,226  |                                |   |            | 1,249,705  |      |   |             | 2,880,683  |   |   |            | 2,594,685  |  
|                                             | Gain on sale of assets                    |   |                                  | (1,312,839 | )                              |   |            |           |      |   |             | (1,312,839 | ) |   |            |          
|                                             |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |            |  
|                                             |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|                                             |                                           |   | 48,217,090                       |            |                                |   | 40,240,699 |            |      |   | 97,538,601  |            |   |   | 84,529,851 |           
|Interest and other income                    |                                           |   | (66,335                          | )          |                                |   | (49,372    | )          |      |   | (123,783    | )          |   |   | (94,907    | )         
|                                             |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|Earnings before income taxes                 |                                           |   | 3,479,189                        |            |                                |   | 2,538,718  |            |      |   | 6,838,856   |            |   |   | 4,352,686  |           
|Provision (benefit) for income taxes:        |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|                                             | Current                                   |   |                                  | 1,036,186  |                                |   |            | 973,535    |      |   |             | 2,303,543  |   |   |            | 1,675,168  |  
|                                             | Deferred                                  |   |                                  | 175,140    |                                |   |            | (3,924     | )    |   |             | 122,309    |   |   |            | (22,356    | )
|                                             |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|                                             |                                           |   | 1,211,326                        |            |                                |   | 969,611    |            |      |   | 2,425,852   |            |   |   | 1,652,812  |           
|                                             |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|Net earnings                                 |                                           | $ | 2,267,863                        |            |                                | $ | 1,569,107  |            |      | $ | 4,413,004   |            |   | $ | 2,699,874  |           
|                                             |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|Average number of common shares outstanding: |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|                                             | Basic                                     |   |                                  | 6,666,626  |                                |   |            | 7,139,747  |      |   |             | 6,666,626  |   |   |            | 7,139,747  |  
|                                             | Diluted                                   |   |                                  | 6,763,464  |                                |   |            | 7,276,483  |      |   |             | 6,765,259  |   |   |            | 7,277,526  |  
|Net earnings per share:                      |                                           |   |                                  |            |                                |   |            |            |      |   |             |            |   |   |            |           
|                                             | Basic                                     |   | $                                | 0.34       |                                |   | $          | 0.22       |      |   | $           | 0.66       |   |   | $          | 0.38       |  
|                                             | Diluted                                   |   | $                                | 0.34       |                                |   | $          | 0.22       |      |   | $           | 0.65       |   |   | $          | 0.37       |  
|Cash dividends declared per common share     |                                           | $ | 0.08                             |            |                                | $ | 0.08       |            |      | $ | 0.16        |            |   | $ | 0.16       |           

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FRIEDMAN INDUSTRIES, INCORPORATED




CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS  UNAUDITED

|                                                 |                                                                               |                                             |                                                  |            |                                |            |           |            |           |            |  
|------------------------------------------------ | ----------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------------ | ---------- | ------------------------------ | ---------- | --------- | ---------- | --------- | ---------- | -
|                                                 |                                                                               |                                             |                                                  |            | Six
Months Ended September 30,
|                                                 |                                                                               |                                             |                                                  |            |                               
|                                                 |                                                                               |                                             |                                                  |            | 2006                           |            | 2005     
|                                                 |                                                                               |                                             |                                                  |            |                                |            |          
|OPERATING ACTIVITIES                             |                                                                               |                                             |                                                  |            |                                |            |           |           
|                                                 | Net earnings                                                                  |                                             | $                                                | 4,413,004  |                                |            | $         | 2,699,874  |          
|                                                 | Adjustments to reconcile net income to cash provided by
operating activities: |                                             |                                                  |            |                                |            |           |            |          
|                                                 |                                                                               | Depreciation                                |                                                  |            | 475,201                        |            |           |            | 462,000   |           
|                                                 |                                                                               | Provision (benefit) for deferred taxes      |                                                  |            | 122,309                        |            |           |            | (22,356   | )         
|                                                 |                                                                               | Provision
for postretirement benefits       |                                                  |            | 23,724                         |            |           |            | 22,652    |           
|                                                 |                                                                               | Gain
on sale of assets                      |                                                  |            | (1,312,839                     | )          |           |            |          |           
|                                                 | Decrease (increase) in operating assets:                                      |                                             |                                                  |            |                                |            |           |            |          
|                                                 |                                                                               | Accounts receivable                         |                                                  |            | (727,141                       | )          |           |            | 397,630   |           
|                                                 |                                                                               | Prepaid
federal income taxes                |                                                  |            |                               |            |           |            | 892,104   |           
|                                                 |                                                                               | Inventories                                 |                                                  |            | 1,061,119                      |            |           |            | 2,157,920 |           
|                                                 |                                                                               | Other                                       |                                                  |            | (260,690                       | )          |           |            | (108,704  | )         
|                                                 | Increase (decrease) in operating liabilities:                                 |                                             |                                                  |            |                                |            |           |            |          
|                                                 |                                                                               | Accounts payable and accrued expenses       |                                                  |            | 878,588                        |            |           |            | (909,355  | )         
|                                                 |                                                                               | Contribution to profit-sharing plan payable |                                                  |            | (121,000                       | )          |           |            | (130,000  | )         
|                                                 |                                                                               | Employee compensation and related expenses  |                                                  |            | 53,974                         |            |           |            | 27,138    |           
|                                                 |                                                                               | Income taxes payable                        |                                                  |            | (143,196                       | )          |           |            | 446,096   |           
|                                                 |                                                                               | Deferred credit for LIFO replacement        |                                                  |            | 271,403                        |            |           |            |          |           
|                                                 |                                                                               |                                             |                                                  |            |                                |            |           |           
|                                                 |                                                                               |                                             | NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES |            |                                | 4,734,456  |           |            |           | 5,934,999  |  
|INVESTING ACTIVITIES                             |                                                                               |                                             |                                                  |            |                                |            |           |           
|                                                 | Purchase of property, plant and equipment                                     |                                             |                                                  | (2,935,538 | )                              |            |           | (443,572   | )        
|                                                 | (Increase)
decrease  in cash  value of officers life
insurance               |                                             |                                                  | (24,788    | )                              |            |           | (18,112    | )        
|                                                 | Proceeds
from the sale of assets                                              |                                             |                                                  | 1,388,318  |                                |            |           |           |          
|                                                 |                                                                               |                                             |                                                  |            |                                |            |           |           
|                                                 |                                                                               |                                             | NET
CASH PROVIDED (USED) IN INVESTING ACTIVITIES |            |                                | (1,572,008 | )         |            |           | (461,684   | )
|FINANCING ACTIVITIES                             |                                                                               |                                             |                                                  |            |                                |            |           |           
|                                                 | Cash dividends paid                                                           |                                             |                                                  | (1,066,660 | )                              |            |           | (1,142,360 | )        
|                                                 | Principal payments on notes payable                                           |                                             |                                                  |           |                                |            |           | (2,897     | )        
|                                                 | Tax benefit related to stock options                                          |                                             |                                                  | 53,884     |                                |            |           |           |          
|                                                 |                                                                               |                                             |                                                  |            |                                |            |           |           
|                                                 |                                                                               |                                             | NET CASH PROVIDED (USED) IN FINANCING
ACTIVITIES |            |                                | (1,012,776 | )         |            |           | (1,145,257 | )
|                                                 |                                                                               |                                             |                                                  |            |                                |            |           |           
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                               |                                             | 2,149,672                                        |            |                                |            | 4,328,058 |           
|                                                 | Cash and cash equivalents at beginning of period                              |                                             |                                                  | 1,982,526  |                                |            |           | 205,375    |          
|                                                 |                                                                               |                                             |                                                  |            |                                |            |           |           
|CASH AND CASH EQUIVALENTS AT END OF PERIOD       |                                                                               | $                                           | 4,132,198                                        |            |                                | $          | 4,533,433 |           
|                                                 |                                                                               |                                             |                                                  |            |                                |            |           |           

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FRIEDMAN INDUSTRIES, INCORPORATED




CONDENSED NOTES TO QUARTERLY REPORT  UNAUDITED
THREE MONTHS ENDED SEPTEMBER 30, 2006

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, 2006.

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.

During
the quarter ended September 30, 2006, LIFO inventories were reduced but
are expected to be replaced by March 31, 2007. A deferred credit of
$271,403 was recorded at September 30, 2006 to reflect replacement costs in
excess of LIFO cost.

A summary of inventory values follows:

September 30,
    

March 31,2006
    
    2006Prime
Coil Inventory
    
    $
    8,410,897
    
    
    $
    10,525,848Non-Standard
Coil Inventory
    
    
    1,000,714
    
    
    
    788,266Tubular Raw Material
    
    
    8,112,186
    
    
    
    3,889,206Tubular Finished Goods
    
    
    9,372,005
    
    
    
    12,753,601$
    26,895,802
    
    
    $
    27,956,921


NOTE C  LONG-TERM DEBT


The Company has a $6 million
revolving credit facility which expires April 1, 2008. There
were no amounts outstanding pursuant to the facility at September 30,
2006 and March 31, 2006.

NOTE D  STOCK BASED COMPENSATION

The Company followed
Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), for its
employee stock options through March 31, 2006. Under APB 25, because the exercise price
of the Companys employee stock options was equal to the market price
of the underlying stock on the date of grant, no compensation expense
was recognized.

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 of the periods ended
September 30, 2006 and September 30, 2005, net income and earnings
per common share would be the same as reported income and earnings
per common share as no options were granted or unvested in the six months ended September 30, 2006 or September 30, 2005.

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 Company adopted SFAS 123(R) effective 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

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2006
    
    
    2005Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    ExerciseShares
    
    Price
    
    Shares
    
    PriceOutstanding
at beginning of period
    
    
    137,212
    
    
    $
    2.35
    
    
    
    224,718
    
    
    $
    2.62Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Canceled or expired
    
    
    (2,894
    )
    
    $
    3.13
    
    
    
    (10,979
    )
    
    $
    2.40Outstanding at end of period
    
    
    134,318
    
    
    $
    2.33
    
    
    
    213,739
    
    
    $
    2.63Exercisable
at the end of the period
    
    
    134,318
    
    
    $
    2.33
    
    
    
    213,739
    
    
    $
    2.63Weighted average fair value of options
granted during the period
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A




Outstanding
    
    
    ExercisableWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageRange of
    
    Remaining
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseExercise Price
    

Years
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    Price$2.33
    
    
    6.2
    
    
    
    134,318
    
    
    $
    2.33
    
    
    
    134,318
    
    
    $
    2.33


The aggregate intrinsic value of
exercisable and outstanding options at September
30, 2006 was $811,281.

NOTE E  NEW ACCOUNTING PRONOUNCEMENTS

The FASB issued Statement
Financial Accounting Standards No. 151, Inventory
Costs, an Amendment of ARB No. 43, Chapter 4, (SFAS 151)
regarding current period expenses generated from abnormal inventory
costs associated with idle facility expense, freight, handling costs and
spoilage. Effective in fiscal 2007, SFAS 151 will be applicable  to the
Company. SFAS 151 did not have a material impact in the period ended
September 30, 2006 and the Company does not expect that the adoption of SFAS 151 will
have a material impact in future periods.
     See also note D regarding the adoption of SFAS 123(R).

6



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##### Table of Contents



NOTE F  SEGMENT INFORMATION

|                 |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |        |        | 
|---------------- | ----------------------- | --------------------------- | - | ------------------ | ---------------- | ---- | ---- | ------ | ------ | - | ------ | ------- |  | - | ------ | ------ | 
|                 |                         |                             |   | Three Months Ended | Six Months Ended
|                 |                         |                             |   | September 30,      | September 30,   
|                 |                         |                             |   |                    |                 
|                 |                         |                             |   | 2006               |                  | 2005 | 2006 |        | 2005  
|                 |                         |                             |   |                    |                  |      |      |        |       
|Net sales        |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |       
|                 | Coil                    |                             | $ | 26,806             |                  |      | $    | 21,548 |        | $ | 54,691 |         |  | $ | 44,599 |       
|                 | Tubular                 |                             |   | 24,824             |                  |      |      | 21,182 |        |   | 49,563 |         |  |   | 44,189 |       
|                 |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |       
|                 |                         | Total net sales             |   | $                  | 51,630           |      |      | $      | 42,730 |   | $      | 104,254 |  |   | $      | 88,788 | 
|                 |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |       
|Operating profit |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |       
|                 | Coil                    |                             | $ | 505                |                  |      | $    | 1,509  |        | $ | 2,057  |         |  | $ | 2,387  |       
|                 | Tubular                 |                             |   | 2,202              |                  |      |      | 1,650  |        |   | 4,988  |         |  |   | 3,384  |       
|                 |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |       
|                 |                         | Total operating profit      |   |                    | 2,707            |      |      |        | 3,159  |   |        | 7,045   |  |   |        | 5,771  | 
|                 | Corporate expenses      |                             |   | 608                |                  |      |      | 669    |        |   | 1,643  |         |  |   | 1,513  |       
|                 | Gain
on sale of assets  |                             |   | (1,313             | )                |      |      |       |        |   | (1,313 | )       |  |   |       |       
|                 | Interest & other income |                             |   | (67                | )                |      |      | (49    | )      |   | (124   | )       |  |   | (95    | )     
|                 |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |       
|                 |                         | Total earnings before taxes |   | $                  | 3,479            |      |      | $      | 2,539  |   | $      | 6,839   |  |   | $      | 4,353  | 
|                 |                         |                             |   |                    |                  |      |      |        |        |   |        |         |  |   |       

|               |                  |  |   |                   |        |               |   |        |        | 
|-------------- | ---------------- |  | - | ----------------- | ------ | ------------- | - | ------ | ------ | 
|               |                  |  |   | September
30,2006 |        | March
31,2006
|               |                  |  |   |                   |        |              
|Segment assets |                  |  |   |                   |        |               |   |       
|               | Coil             |  | $ | 24,178            |        |               | $ | 24,528 |       
|               | Tubular          |  |   | 31,376            |        |               |   | 28,684 |       
|               |                  |  |   |                   |        |               |   |       
|               |                  |  |   | 55,554            |        |               |   | 53,212 |       
|               | Corporate assets |  |   | 4,863             |        |               |   | 2,719  |       
|               |                  |  |   |                   |        |               |   |       
|               |                  |  |   | $                 | 60,417 |               |   | $      | 55,931 | 
|               |                  |  |   |                   |        |               |   |       

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.

NOTE G  SALE OF ASSETS

In September 2006,
the Company closed on the sale of real property owned by the Company
in Houston, Texas. This sale resulted in a before tax gain of
$1,312,839. The proceeds from the sale of this property were used to
purchase and improve real property associated with the new coil
facility to be located in Decatur, Alabama.

7



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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Results of OperationsSix
Months Ended September 30, 2006 Compared to Six Months Ended September 30,
2005 During the six months ended September 30, 2006, sales, costs of goods sold and gross profit increased
$15,466,044, $14,035,591 and $1,430,453, respectively, from the comparable amounts recorded during the
six months ended September 30, 2005. The increase in sales was related to an increase in tons sold as well
as an increase in the average per ton selling price.   Tons shipped increased from approximately 143,000
tons in the 2005 period to 157,000 tons in the 2006 period as the average per ton selling price increased
from approximately $620 per ton in the 2005 period to approximately $664 per ton in the 2006 period.
The increase in costs of goods sold was primarily related to the increase in sales.  Average per ton costs of
goods sold increased from approximately $572 in the 2005 period to $611 in the 2006 period.  Gross profit
as a percentage of sales remained approximately the same at approximately 7.7% and 7.9% in the 2005 and
2006 periods, respectively. Coil product segment sales increased approximately $10,092,000 during the 2006 period.  This segment
experienced increases in both tons sold and average selling prices.  Tons of coil products sold increased
from approximately 71,000 tons in the 2005 period to 78,000 tons in the 2006 period while the average per
ton selling price increased from approximately $631 per ton to approximately $700 per ton.  Coil operating
profit decreased approximately $330,000 as increased costs of material could not be passed along in total to
customers in the short term. Coil operating profit as a percentage of coil segment sales decreased from
approximately 5.4% in the 2005 period to 3.8% in the 2006 period. In the 2006 period, the Company phased out its Lone Star coil facility located in Lone Star, Texas ("LSCF").  LSCF accounted for
approximately 1% of total sales and generated a loss of approximately
$8,000 in the 2006 period. Certain LSCF assets will be
redeployed to the Companys new coil operation to be located in Decatur, Alabama. The Company is dependent on Nucor Steel Company ("NSC") for its supply of coil inventory.  In the 2006
period, NSC continued to supply steel coils in amounts that were adequate for the Companys purposes.
The Company does not currently anticipate any significant change in such supply from NSC. Tubular product segment sales increased approximately $5,374,000 during the 2006 period.  This increase
was primarily related to an increase in tons shipped in the 2006 period.  Tons shipped increased from
approximately 73,000 tons in the 2005 period to 79,000 tons in the 2006 period.  Tubular product segment
operating profits as a percentage of segment sales were approximately
10.1% and 7.6% in the 2006 and 2005
periods, respectively.   The Company experienced somewhat improved market conditions for its pipe
products in the 2006 period as compared to conditions in the 2005 period. During the 2006 period, Lone Star Steel Company ("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 2006 period, general, selling and administrative costs increased $285,998 from the amount
recorded during the 2005 period.  This increase was related primarily to increases in commissions and
bonuses associated with the increase in earnings and volume. In September 2006, the Company sold the real property owned by the Company in Houston, Texas.  This
sale resulted in a before tax gain of $1,312,839.  Proceeds received from the sale were used to purchase and
improve real property associated with the Companys new coil operation to be located in Decatur,
Alabama.  The Company signed a 12 month rental agreement to rent corporate office space at this location for $1,400 per month. Interest and other income increased $28,876 from the comparable amount recorded in the 2005 period.
This increase was associated primarily with an increase in the average interest rates paid on invested cash
positions in the 2006 period. Federal income taxes increased $773,040 from the comparable amount recorded during the 2005 period.
This increase was primarily related to the increase in earnings before taxes.  Effective tax rates were 38.0%
and 35.5% in the 2005 and 2006 periods, respectively.  In the 2006 period, the Company benefited from a
reduction in state taxes and from a tax decrease associated with manufacturing companies. Three
Months Ended September 30, 2006 Compared to Three Months Ended
September 30, 2005 During the three months ended September 30, 2006, sales and costs of goods sold increased $8,899,899 and
$9,232,709, respectively, and gross profit decreased $332,810, from the comparable amounts recorded
during the three months ended September 30, 2005.  The increase in sales was related primarily to an
increase in the average selling price per ton as the average increased from approximately $579 per ton in
the 2005 quarter to $682 per ton in the 2006 quarter.  In the 2005 quarter, the Company sold approximately
74,000 tons compared to approximately 76,000 tons in the 2006 quarter. The increase in costs of goods sold
was primarily related to increased material costs.  The average per ton cost of goods increased from
approximately $529 in the 2005 quarter to $637 in the 2006 quarter.  The decrease in gross profit resulted
primarily from a reduction in margins earned on sales as average
selling prices increased at a lower rate
than did the average cost of material. The Company could not pass
along all of the increased material costs
to customers in the short term. Gross profit as a percentage of sales declined from approximately 8.8% in the
2005 quarter to approximately 6.6% in the 2006 quarter. Coil product segment sales increased approximately $5,258,000 during the 2006 quarter.  This increase was
related primarily to an increase in average selling prices which increased from approximately $586 per ton
in the 2005 quarter to $731 per ton in the 2006 quarter.  The Company sold approximately 37,000 tons of
coil products in both the 2005 and 2006 quarters.  Coil operating profit decreased approximately
$1,004,000 from the amount recorded in the 2005 quarter.  Coil operations were adversely affected by an
increase in the cost of material that could not be passed along to customers in the short term.  Coil operating
profits as a percentage of sales were approximately 7.0% and 1.9% in the 2005 and 2006 quarters,
respectively. Tubular product segment sales increased approximately $3,642,000 during the 2006 quarter. This increase
was related primarily to an increase in the average per ton selling price which increased from approximately $572
per ton in the 2005 quarter to $636 per ton in the 2006 quarter.  In addition, tons sold increased from
approximately 37,000 tons in the 2005 quarter to 39,000 tons in the 2006 quarter.  Tubular product segment
operating profits as a percentage of segment sales were approximately 7.8% and 8.9% in the 2005 and 2006
quarters, respectively.  The Company experienced somewhat improved market conditions for its pipe
products in the 2006 quarter as compared to conditions in the 2005 quarter. In September 2006, the Company sold the real property owned by the Company in Houston, Texas.  This
sale resulted in a before tax gain of $1,312,839.  Proceeds received from the sale were used to purchase and
improve real property associated with the Companys new coil operation to be located in Decatur,
Alabama.  The Company signed a 12 month rental agreement to rent corporate office space at this location for $1,400 per month. Interest and other income increased $16,963 from the comparable amount recorded in the 2005 quarter.
This increase was associated primarily with an increase in the average interest rates paid on invested cash
positions in the 2006 quarter. Federal income taxes increased $241,715 from the comparable amount recorded during the 2005 quarter.
This increase was primarily related to the increase in earnings before taxes.  Effective tax rates were 38.2%
and 34.8% in the 2005 and 2006 quarters, respectively.  In the 2006 quarter, the Company benefited from a
reduction in state taxes and from a tax decrease associated with manufacturing companies. 8




---



##### Table of Contents



FINANCIAL POSITION, LIQUIDITY AND
CAPITAL RESOURCES
















CRITICAL ACCOUNTING POLICIES




FORWARD-LOOKING STATEMENTS







Item 3. Quantitative and Qualitative Disclosures About Market Risk







Item 4. Controls and Procedures










---



##### Table of Contents



FRIEDMAN INDUSTRIES, INCORPORATED

Three Months Ended September 30, 2006





Part II  OTHER INFORMATION




Item 1. Legal Proceedings

Not applicable




Item 1A. Risk Factors

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

At the
Annual Meeting of Shareholders held on September 7, 2006, the
Companys shareholders elected eight directors to the
Companys Board of Directors. The number of shares voted for and
withheld with respect to the election of each director was as follows:

Name
    

Shares
Voted For

    
Shares
WithheldJack Friedman
    
    
    5,530,775
    
    
    
    708,881Harold Friedman
    
    
    5,595,829
    
    
    
    643,827William E. Crow
    
    
    5,599,357
    
    
    
    640,299Charles W. Hall
    
    
    5,491,963
    
    
    
    747,693Alan M. Rauch
    
    
    6,014,077
    
    
    
    225,579Hershel M. Rich
    
    
    6,097,159
    
    
    
    142,497Kirk K. Weaver
    
    
    6,097,389
    
    
    
    142,267Joe L. Williams
    
    
    5,589,672
    
    
    
    649,984





Item 5. Other Information

Not applicable




Item 6. Exhibits



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



| |        |                                                                                                                                                          
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31.1  | Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by William E. Crow                                                       
|
| | 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 William E. Crow
|
| | 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     

10



---



##### 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 November 14, 2006 |                                              |  |                
|                       | By                                           |  | /s/  BEN HARPER
|                       |                                              |  |                
|                       | Ben Harper, Senior Vice President-Finance   
|                       | (Principal Financial and Accounting Officer)
|                       |                                              |  |                

11



---



##### Table of Contents






EXHIBIT INDEX

|             |  |                                                                                                                                                                
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.  |  | Description                                                                                                                                                    
|             |  |                                                                                                                                                                
|            
|Exhibit 31.1 |  |  Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by William E. Crow                                                           
|            
|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 William E. Crow
|            
|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