##### 



SECURITIES AND EXCHANGE COMMISSION
   FORM 10-K
  x
    Annual report pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of
    1934 for the fiscal year ended March 31, 2007o
    Transition report pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of
    1934 for the transition period from
    
    to    FRIEDMAN INDUSTRIES,
    INCORPORATED
   Texas

74-1504405(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)4001 Homestead Road, Houston,
    Texas

77028(Address of principal executive
    offices)

(Zip Code)   (713) 672-9433
    Name
    of each exchangeTitle
    of each class

on
    which registeredCommon Stock, $1 Par Value

American Stock Exchange   Securities registered pursuant to
    Section 12(g) of the Act:
  None
  Indicate
    by check mark if the registrant is well-known seasoned issuer as
    defined in Rule 405 of the Securities Act.
  Yes
         No
    X
  Indicate
    by check mark if the registrant is not required to file reports
    pursuant to Section 13 or Section 15(d) of the
    Act.
  Yes
         No
    X
  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 if disclosure of delinquent filers pursuant to
    Item 405 of
    Regulation S-K
    is not contained herein, and will not be contained, to the best
    of registrants knowledge, in definitive proxy or
    information statements incorporated by reference in Part III of
    this
    Form 10-K
    or any amendment to this
    Form 10-K.
  X
  Indicate
    by check mark whether the registrant is a large accelerated
    filer, an accelerated filer, or a non-accelerated filer. See
    definition of accelerated filer and large accelerated
    filer in Rule 12b-2 of the Exchange Act. (Check one):
  Large accelerated
    filer ( )     Accelerated
    filer ( )     Non-accelerated
    filer (X)
  Indicate
    by check mark whether the registrant is a shell company (as
    defined in Rule 12b-2 of the Act).
  Yes
         No
    X
  The
    aggregate market value of the Common Stock held by
    non-affiliates of the registrant as of September 30, 2006
    (computed by reference to the closing price on such date), was
    approximately $49,660,000.
  The
    number of shares of the registrants Common Stock
    outstanding at June 14, 2007 was 6,712,108 shares.




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##### 



DOCUMENTS
    INCORPORATED BY REFERENCE
      PART
    I
  Item 1. Business
      Coil
    Products
      cut-to-length 2-Hi one-half
    Tubular
    Products
    3 8 5 8 3 8
   2




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##### 



Marketing
    Product and
    Service Groups

2007


2006


2005Coil Products


48
%


52
%


55
%Tubular Products


52
%


48
%


45
%   Coil Products.
      Tubular Products.
    Competition
      Employees
   3




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##### 



Executive
    Officers of the Company
    Position, Offices
    with the CompanyName

Age


and Family
    Relationships, if anyWilliam E. Crow


59


Chief Executive Officer since 2006
    and President since 1995; formerly Chief Operating Officer since
    1995, Vice President since 1981 and President of Texas Tubular
    Products Division since August 1990Benny Harper


61


Senior Vice President 
    Finance since 1995 (formerly Vice President since 1990),
    Treasurer since 1980 and Secretary since May 1992Thomas Thompson


56


Senior Vice President 
    Sales and Marketing since 1995; formerly Vice
    President  Sales since 1990   Item 1A.
    Risk
    Factors  Lead time and the
    cost of our products could increase if we were to lose one of
    our primary suppliers.
      Our future
    operating results may be affected by fluctuations in raw
    material prices. We may not be able to pass on increases in raw
    material costs to our customers.
  just-in-time
  Our business is
    highly competitive, and increased competition could reduce our
    gross profit and net income.
   4




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##### 



We are
    susceptible to the cyclicality of the steel industry.
    We may not be
    able to manage and integrate future capital expansions
    successfully.
    Equipment
    downtime or shutdowns could adversely affect our business,
    financial condition or results of operations.
    Increases in
    energy prices will increase our operating costs, and we may be
    unable to pass all these increases on to our customers in the
    form of higher prices for our products.
    Steel companies
    are susceptible to changes in governmental policies and
    international economic conditions.
    Steel companies
    are subject to stringent environmental regulations, and we may
    be required to spend considerable amounts of money in order to
    comply with such regulations.
      Durable goods
    account for a significant portion of our sales, and reduced
    demand from this sector of the U.S. economy is likely to
    adversely affect our profitability and cash flow.
   5




---



##### 



Competition from
    other materials may have a material adverse effect on our
    business, financial condition or results of operations.
    Product liability
    claims could adversely affect our operations.
    Our common stock
    is subject to price volatility unrelated to our operations.
      Certain
    provisions of our articles of incorporation may discourage a
    third party from making a takeover proposal.    Item 1B.
    Unresolved Staff
    Comments   6




---



##### 



Item 2. Properties
    ApproximateLocation

Size

OwnershipLone Star, TexasPlant  Texas Tubular
    Products

118,260 sq. feet

Owned(1)Offices  Texas
    Tubular
    Products

9,200 sq. feet

Owned(1)Land  Texas Tubular
    Products

81.70 acres

Owned(1)Longview, Texas Offices

2,600 sq. feet

Leased(3)Houston, TexasOffices

4,000 sq. feet

Leased(3)Hickman, ArkansasPlant and Warehouse 
    Coil Products

42,600 sq. feet

Owned(1)Offices  Coil Products

2,500 sq. feet

Owned(1)Land  Coil Products

26.19 acres

Owned(1)Decatur, Alabama

47.3 acres

Owned(1)     (1)
    All of the Companys owned real estate, plants and offices
    are held in fee and are not subject to any mortgage or deed of
    trust.(2)
    The office lease is with a nonaffiliated party, expires
    April 30, 2008, and provides for an annual rental of
    $27,264.(3)
    In September 2006, the Company sold real property in Houston,
    Texas and signed a 12-month lease agreement to rent office space
    at this location. The office lease is with a nonaffiliated
    party, expires in September 2007, is renewable month to
    month thereafter and provides for a monthly rental of $1,400.  Item 3. Legal
    Proceedings
    Item 4. Submission
    of Matters to a Vote of Security Holders
   7




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##### 



PART II
  Item 5.
    Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities        Item 6. Selected
    Financial Data
    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Item 7A. Quantitative
    and Qualitative Disclosures about Market Risk
    Item 8. Financial
    Statements and Supplementary Data
                 8




---



##### 



Item 9.
    Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure.    Item 9A. Controls
    and Procedures
  Evaluation
    of Disclosure Controls and Procedures
    Changes
    in Internal Controls
    Item
    9B.
    Other
    Information   9




---



##### 



PART
    III
  Item 10. Directors
    and Executive Officers of the Registrant
        Item 11. Executive
    Compensation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    Compensation Plan Information    Equity
    Compensation Plan Information
  Number ofNumber of



Securities
    RemainingSecurities to



Available forbe Issued

Weighted-Average
    Exercise

Future
    Issuanceupon Exercise

Price of

under Equity
    Compensationof Outstanding

Outstanding
    Options,

Plans
    (ExcludingOptions,
    Warrants

Warrants and

Securities
    ReflectedPlan
    Category

and
    Rights

Rights

in
    Column(a))(a)(b)(c)Equity compensation plans approved
    by security holders


88,836


$
2.33



0Equity compensation plans not
    approved by security holders


N/A



N/A



0   Security
    Ownership Information   10




---



##### 



Item 13.
    Certain Relationships and Related Transactions
    Item 14.
    Principal
    Accountant Fees and Services   11




---



##### 



PART IV
  Item 15.
    Exhibits, Financial Statement Schedules and Reports on Form
    8-K
                      page S-1.
        ExhibitNo.

Description3
.1

 Articles of
    Incorporation of the Company, as amended (filed as an exhibit to
    and incorporated by reference from the Companys Annual
    Report on
    Form 10-K
    for the year ended March 31, 1982).3
.2

 Articles of Amendment
    to the Articles of Incorporation of the Company, as filed with
    the Texas Secretary of State on September 22, 1987 (filed
    as an exhibit to and incorporated by reference from the
    Companys Annual Report on
    Form 10-K
    for the year ended March 31, 1988).3
.3

 Amended and Restated
    By-laws of the Company (incorporated by reference from
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed on February 8, 2006).4
.1

 Reference is made to
    Exhibits 10.2, 10.5, 10.6, 10.8, 10.10, 10.11, 10.13, 10.14 and
    10.15 described in this Item 15(a).*10
.1

 Friedman Industries,
    Incorporated 1989 Incentive Stock Option Plan (filed as an
    exhibit to and incorporated by reference from the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 1991).10
.2

 Amended and Restated
    Letter Agreement dated April 1, 1995, between the Company
    and Texas Commerce Bank National Association (TCB)
    regarding an $8,000,000 revolving line of credit (filed as an
    exhibit to and incorporated by reference from  the
    Companys Annual Report on
    Form 10-K
    for the year ended March 31, 1995).10
.3

 Lease Agreement
    between Judson Plaza, Inc. and the Company dated March 16,
    1996, regarding the lease of office space (filed as an exhibit
    to and incorporated by reference from the Companys Annual
    Report on
    Form 10-K
    for the year ended March 31, 1996).*10
.4

 Friedman Industries,
    Incorporated 1996 Stock Option Plan (filed as an exhibit to and
    incorporated by reference from the Companys Annual Report
    on
    Form 10-K
    for the year ended March 31, 1997). 12




---



##### 



ExhibitNo.

Description10
.5

 First Amendment to
    Amended and Restated Letter Agreement between the Company and
    TCB dated April 1, 1997 (filed as an exhibit to and
    incorporated by reference from the Companys Annual Report
    on Form 10-K for the year ended March 31, 1997).10
.6

 Second Amendment to
    Amended and Restated Letter Agreement between the Company and
    TCB dated July 21, 1997 (filed as an exhibit to and
    incorporated by reference from the Companys Report on
    Form 10-Q
    for the three months ended June 30, 1997).*10
.7

 First Amendment to the
    Friedman Industries, Incorporated 1989 Incentive Stock Option
    Plan (filed as an exhibit to and incorporated by reference from
    the Companys Report on
    Form 10-Q
    for the three months ended September 30, 1997).10
.8

 Third Amendment to the
    Amended and Restated Letter Agreement dated April 1, 1999
    between the Company and Chase Bank of Texas (filed as an exhibit
    to and incorporated by reference from the Companys report
    on
    Form 10-Q
    for the three months ended June 30, 1999).10
.9

 Addendum to Lease
    Agreement between Judson Plaza, Inc. and the Company dated
    April 12, 2001 (filed as an exhibit to and incorporated by
    reference from the Companys report on
    Form 10-Q
    for the three months ended June 30, 2001).10
.10

 Fourth Amendment to
    the Amended and Restated Letter Agreement dated June 1,
    2001 between The Chase Manhattan Bank and the Company (filed as
    an exhibit to and incorporated by reference from the
    Companys report on Form 10-Q for the three months
    ended June 30, 2001).10
.11

 Fifth Amendment to the
    Amended and Restated Letter Agreement dated effective as of
    April 1, 2003 between JPMorgan Chase Bank N.A. and the
    Company (filed as an exhibit to and incorporated by reference
    from the Companys report on
    Form 10-Q
    for the three months ended June 30, 2003).10
.12

 Agreement dated
    December 13, 2004, by and between Harold Friedman and the
    Company (incorporated by reference from Exhibit 10.2 to the
    Companys current report on
    Form 8-K
    filed on December 13, 2004).10
.13

 Sixth Amendment to the
    Amended and Restated Letter Agreement dated effective as of
    April 1, 2005 between JPMorgan Chase Bank N.A. and the
    Company (filed as an exhibit to and incorporated by reference
    from the Companys report on
    Form 10-Q
    for the three months ended June 30, 2005).**10
.14

 Seventh Amendment to
    the Amended and Restated Letter Agreement dated effective as of
    May 18, 2007 between JPMorgan Chase Bank N.A. and the
    Company.**10
.15

 Revolving Promissory
    Note dated effective May 18, 2007 between the Company and
    J.P. Morgan Chase Bank.10
.16

 Resignation of Jack
    Friedman from the Company on February 8, 2006 (incorporated
    by reference from Exhibit 10.2 to the Companys
    current report on
    Form 8-K
    filed on February 8, 2006).**13
.1

 The Companys
    Annual Report to Shareholders for the fiscal year ended
    March 31, 2007.**14
.1

 Friedman Industries,
    Incorporated Code of Conduct and Ethics.**21
.1

 List of Subsidiaries.**23
.1

 Consent of Malone
    & Bailey, PC, Independent Registered Public Accounting Firm.**23
.2

 Consent of Ernst
    & Young LLP, Independent Registered Public Accounting Firm.**31
.1

 Certification Pursuant
    to Section 302 of the
    Sarbanes-Oxley
    Act of 2002, signed by William E. Crow. 13




---



##### 



ExhibitNo.

Description**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.   *
    Management contract or compensation plan.**
    Filed herewith.   14




---



##### 



SIGNATURES
      By:
    /s/  William
    E. Crow  William E. Crow
 Chief Executive Officer
    and
 President
    Signature

Title

Date/s/  WILLIAM
    E. CROWWilliam
    E. Crow

Chief Executive Officer and
    President and Director (Principal Executive Officer)

June 28, 2007/s/  BENNY
    B. HARPERBenny
    B. Harper

Senior Vice President 
    Finance Secretary/Treasurer (Principal Financial and Accounting
    Officer)

June 28, 2007/s/  HAROLD
    FRIEDMANHarold
    Friedman

Director

June 28, 2007/s/  JACK
    FRIEDMANJack
    Friedman

Director

June 28, 2007Durga
    D. Agrawal

Director

June   , 2007/s/  CHARLES
    W. HALLCharles
    W. Hall

Director

June 28, 2007/s/  ALAN
    M. RAUCHAlan
    M. Rauch

Director

June 28, 2007/s/  HERSHEL
    M. RICHHershel
    M. Rich

Director

June 28, 2007/s/  JOEL
    SPIRAJoel
    Spira

Director

June 28, 2007/s/  JOE
    L. WILLIAMSJoe
    L. Williams

Director

June 28, 2007  15




---



##### 



SCHEDULE
    II  VALUATION AND QUALIFYING ACCOUNTS
  FRIEDMAN INDUSTRIES, INCORPORATED
  Column A

Column B


Column C


Column D


Column EAdditionsBalance at


Charged to


Charged toBeginning


Costs and


Other Accounts 


Deductions 


Balance atDescription

of Period


Expenses


Describe(A)


Describe(B)


End of PeriodYear ended March 31, 2007Allowance for doubtful accounts
    receivable and cash discounts (deducted from related asset
    account)

$
37,276


$
10,252


$
977,735


$
987,987


$
37,276Year ended March 31, 2006Allowance for doubtful accounts
    receivable and cash discounts (deducted from related asset
    account)

$
37,276


$
611


$
928,683


$
929,294


$
37,276Year ended March 31, 2005Allowance for doubtful accounts
    receivable and cash discounts (deducted from related asset
    account)

$
44,776


$
166,201


$
808,775


$
982,476


$
37,276      (A)
    Cash discounts allowed on sales and charged against revenue.(B)
    Accounts receivable written off and cash discounts allowed on
    sales. S-1




---



##### 



EXHIBIT
    INDEX
  ExhibitNo.

Description3
.1

 Articles of
    Incorporation of the Company, as amended (filed as an exhibit to
    and incorporated by reference from the Companys Annual
    Report on
    Form 10-K
    for the year ended March 31, 1982).3
.2

 Articles of Amendment
    to the Articles of Incorporation of the Company, as filed with
    the Texas Secretary of State on September 22, 1987 (filed
    as an exhibit to and incorporated by reference from the
    Companys Annual Report on
    Form 10-K
    for the year ended March 31, 1988).3
.3

 Amended and Restated
    By-laws of the Company (incorporated by reference from
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed on February 8, 2006).4
.1

 Reference is made to
    Exhibits 10.2, 10.5, 10.6, 10.8, 10.10, 10.11, 10.13, 10.14 and
    10.15 described in this Item 15(a).*10
.1

 Friedman Industries,
    Incorporated 1989 Incentive Stock Option Plan (filed as an
    exhibit to and incorporated by reference from the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 1991).10
.2

 Amended and Restated
    Letter Agreement dated April 1, 1995, between the Company
    and Texas Commerce Bank National Association (TCB)
    regarding an $8,000,000 revolving line of credit (filed as an
    exhibit to and incorporated by reference from the Companys
    Annual Report on
    Form 10-K
    for the year ended March 31, 1995).10
.3

 Lease Agreement
    between Judson Plaza, Inc. and the Company dated March 16,
    1996, regarding the lease of office space (filed as an exhibit
    to and incorporated by reference from the Companys Annual
    Report on
    Form 10-K
    for the year ended March 31, 1996).*10
.4

 Friedman Industries,
    Incorporated 1996 Stock Option Plan (filed as an exhibit to and
    incorporated by reference from the Companys Annual Report
    on
    Form 10-K
    for the year ended March 31, 1997).10
.5

 First Amendment to
    Amended and Restated Letter Agreement between the Company and
    TCB dated April 1, 1997 (filed as an exhibit to and
    incorporated by reference from the Companys Annual Report
    on Form 10-K for the year ended March 31, 1997).10
.6

 Second Amendment to
    Amended and Restated Letter Agreement between the Company and
    TCB dated July 21, 1997 (filed as an exhibit to and
    incorporated by reference from the Companys Report on
    Form 10-Q
    for the three months ended June 30, 1997).*10
.7

 First Amendment to the
    Friedman Industries, Incorporated 1989 Incentive Stock Option
    Plan (filed as an exhibit to and incorporated by reference from
    the Companys Report on
    Form 10-Q
    for the three months ended September 30, 1997).10
.8

 Third Amendment to the
    Amended and Restated Letter Agreement dated April 1, 1999
    between the Company and Chase Bank of Texas (filed as an exhibit
    to and incorporated by reference from the Companys report
    on
    Form 10-Q
    for the three months ended June 30, 1999).10
.9

 Addendum to Lease
    Agreement between Judson Plaza, Inc. and the Company dated
    April 12, 2001 (filed as an exhibit to and incorporated by
    reference from the Companys report on
    Form 10-Q
    for the three months ended June 30, 2001).10
.10

 Fourth Amendment to
    the Amended and Restated Letter Agreement dated June 1,
    2001 between The Chase Manhattan Bank and the Company (filed as
    an exhibit to and incorporated by reference from the
    Companys report on Form 10-Q for the three months
    ended June 30, 2001).10
.11

 Fifth Amendment to the
    Amended and Restated Letter Agreement dated effective as of
    April 1, 2003 between JPMorgan Chase Bank N.A. and the
    Company (filed as an exhibit to and incorporated by reference
    from the Companys report on
    Form 10-Q
    for the three months ended June 30, 2003).10
.12

 Agreement dated
    December 13, 2004, by and between Harold Friedman and the
    Company (incorporated by reference from Exhibit 10.2 to the
    Companys current report on
    Form 8-K
    filed on December 13, 2004).




---



##### 



ExhibitNo.

Description10
.13

 Sixth Amendment to the
    Amended and Restated Letter Agreement dated effective as of
    April 1, 2005 between JPMorgan Chase Bank N.A. and the
    Company (filed as an exhibit to and incorporated by reference
    from the Companys report on
    Form 10-Q
    for the three months ended June 30, 2005).**10
.14

 Seventh Amendment to
    the Amended and Restated Letter Agreement dated effective as of
    May 18, 2007 between JPMorgan Chase Bank N.A. and the
    Company.**10
.15

 Revolving Promissory
    Note dated effective May 18, 2007 between the Company and
    J.P. Morgan Chase Bank.10
.16

 Resignation of Jack
    Friedman from the Company on February 8, 2006 (incorporated
    by reference from Exhibit 10.2 to the Companys
    current report on
    Form 8-K
    filed on February 8, 2006).**13
.1

 The Companys
    Annual Report to Shareholders for the fiscal year ended
    March 31, 2007.**14
.1

 Friedman Industries,
    Incorporated Code of Conduct and Ethics.**21
.1

 List of Subsidiaries.**23
.1

 Consent of Malone
    & Bailey, PC, Independent Registered Public Accounting Firm.**23
.2

 Consent of Ernst
    & Young LLP, Independent Registered Public Accounting Firm.**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.   *
    Management contract or compensation plan.**
    Filed herewith.