##### Table of Contents



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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )



| |                                               
| | ----------------------------------------------
| | Filed by the Registrant
  þ                   
| | Filed by a Party other than the Registrant   o
|
| | Check the appropriate box:                    



| |                                                                                    
| | -----------------------------------------------------------------------------------
| | o   Preliminary Proxy Statement                                                    
| | o  
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
| | þ   Definitive Proxy Statement                                                     
| | o   Definitive Additional Materials                                                
| | o  
Soliciting Material Pursuant to §240.14a-12                                    



FRIEDMAN INDUSTRIES, INCORPORATED
(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



| |                                                                             
| | ----------------------------------------------------------------------------
| | þ   No fee required.                                                        
| | o  
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.



| |                                                                   
| | ------------------------------------------------------------------
| | 1) Title of each class of securities to which transaction applies:

---



| |                                                                
| | ---------------------------------------------------------------
| | 2) Aggregate number of securities to which transaction applies:

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| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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| |                                                    
| | ---------------------------------------------------
| | 4) Proposed maximum aggregate value of transaction:

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| |                   
| | ------------------
| | 5) Total fee paid:

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| | o   Fee paid previously with preliminary materials.

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| | o   Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.



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| | 1) Amount Previously Paid:

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TABLE OF CONTENTS  NOTICE OF ANNUAL MEETING OF SHAREHOLDERSPROXY STATEMENTELECTION OF DIRECTORSBOARD OF DIRECTORSEXECUTIVE COMPENSATIONSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSRELATIONSHIP WITH INDEPENDENT ACCOUNTANTSPROPOSALS OF SHAREHOLDERSGENERAL    Table of Contents  FRIEDMAN INDUSTRIES,
    INCORPORATED
   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                 Ben Harper
 Secretary
      IMPORTANT
  Whether or not you expect to attend the meeting, please sign
    and date the enclosed proxy card and mail it in the enclosed
    envelope to assure representation of your shares. If you attend
    the meeting, you may vote either in person or by your proxy.




---



##### Table of Contents



FRIEDMAN INDUSTRIES,
    INCORPORATED
    PROXY STATEMENT
    For Annual Meeting of
    Shareholders
 To Be Held on September 6,
    2007
  713-672-9433)
       1




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##### Table of Contents



ELECTION
    OF DIRECTORS
          Principal Occupation andBusiness Experience for more

DirectorNominee

than the Last Five Years

Since


AgeWilliam E. Crow

Chief Executive Officer since
    February 2006; President of the Company since 1996; President of
    Texas Tubular Products Division since 1990; formerly Vice
    President of the Company since 1981; formerly Chief Operating
    Officer of the Company since 1996


1998



60Harold Friedman

Chairman of the Board since May
    2006; formerly Vice Chairman of the Board of the Company since
    1995; formerly President and Chief Operating Officer of the
    Company since 1975


1965



77Jack Friedman

Retired; formerly Chairman of the
    Board and Chief Executive Officer of the Company since 1972


1965



86Charles W. Hall

Attorney, Fulbright &
    Jaworski L.L.P. (law firm),
    Houston, Texas


1974



77Durga D. Agrawal

President, Piping Technology
    & Products, Inc.
    (pipe fabrication), Houston, Texas


2006



62Alan M. Rauch

President, Ener-Tex International
    Inc. (oilfield equipment sales), Houston, Texas


1980



72Hershel M. Rich

Private investor and business
    consultant, Houston, Texas


1979



82Joel Spira

Private investor; formerly
    Partner, Weinstein, Spira & Company (accounting firm),
    Houston, Texas


2007



69 2




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##### Table of Contents



Principal Occupation andBusiness Experience for more

DirectorNominee

than the Last Five Years

Since


AgeJoe L. Williams

Business Development Manager Wells
    Fargo Insurance Services of Texas, Inc. (insurance and risk
    management), Houston, Texas, since February 2007; formerly
    Senior Vice President, Acordia of Texas, Inc., Houston, Texas,
    since 2005; formerly Managing Director, Acordia of Texas, Inc.
    since 2003; formerly for more than five years, Chairman and
    Chief Executive Officer, Wisenberg Insurance + Risk
    Management (insurance and risk management), Houston, Texas


2000



61  
  BOARD OF
    DIRECTORS
    Director
    Qualifications
    Identifying
    and Evaluating Nominees for Directors
    Sources
    for New Nominees
   3




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##### Table of Contents



Board of
    Directors Independence
    Attendance
    at the Annual Meeting of Shareholders
    Communications
    with the Board
      Investor
    Information
    Director
    Compensation
      Change inPensionValue andNon-Equity


NonqualifiedFees Earned or


Stock


Option


Incentive Plan


Deferred


All OtherPaid in Cash


Awards


Awards


Compensation


Compensation


Compensation


TotalName

($)


($)


($)


($)


Earnings


($)


($)Harold Friedman






















13,200
(1)


13,200Jack Friedman






















2,400
(2)


2,400Durga Agrawal, Ph.D.(3)


2,000























2,000Charles W. Hall


8,000























8,000Alan M. Rauch


14,000























14,000Hershel M. Rich


8,000























8,000Joel Spira(4)


























Kirk K. Weaver(5)


16,000























16,000Joe L. Williams


14,000























14,000  4




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##### Table of Contents



(1)
    
    In December 2004, the Company entered into a Service Agreement
    with H. Friedman, former Vice Chairman of the Board, a director
    of the Company and, since May 2006, Chairman of the Board.
    Pursuant to the Service Agreement, effective as of
    December 31, 2004, Mr. Friedman resigned as Vice
    Chairman of the Board and retired as a full-time employee of the
    Company. The Service Agreement provides that Mr. H.
    Friedman will remain a part-time employee of the Company at an
    annual salary of $13,200 for an initial term beginning
    January 1, 2005, and ending December 31, 2009 (subject
    to earlier termination upon certain specified events), and,
    thereafter, for automatically renewing successive one-year terms
    (subject to earlier termination upon such specified events and
    the Companys right to terminate the agreement as of the
    end of any such one-year term).(2)
    
    Effective as of the close of business on February 8, 2006,
    Mr. J. Friedman retired as Chairman of the Board and
    Chief Executive Officer and as an employee of the Company. The
    Company has agreed to continue to provide Mr. J. Friedman
    office facilities and secretarial assistance for his future use.(3)
    
    Named as a director in December 2006.(4)
    
    Named as a director in March 2007.(5)
    
    Mr. Weaver resigned as a director effective June 1,
    2007.  Board of
    Directors Affiliations
    Policies
    and Procedures with Respect to Approval of Related Party
    Transactions
    Compensation
    Committee Interlocks and Insider Participation
  Regulation S-K.
    Committees
    of the Board of Directors and Meeting Attendance
   5




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##### Table of Contents



Audit
    Committee Qualifications
    Audit
    Committee Report
  Form 10-K
 6




---



##### Table of Contents



Form 10-K
        Procedures
    and Processes for Determining Executive and Director
    Compensation
      Compensation
    Committee Report
       7




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##### Table of Contents



EXECUTIVE
    COMPENSATION
  Summary
    Compensation Table
    Change inPension ValueandNonqualifiedDeferredName and










Stock


Option


Non-Equity


Compensation


All OtherPrincipal




Salary


Bonus


Awards


Awards


Incentive Plan


Earnings


Compensation


TotalPosition

Year


($)(1)


($)(2)


($)


($)


Compensation


($)


($)(3)


($)William E. Crow


2007



86,000



276,394



















5,737



368,131Chief Executive Officer
    and PresidentBen Harper


2007



77,750



231,328



















5,172



314,250Senior Vice President 
    
    Finance and Secretary/TreasurerThomas Thompson


2007



77,750



231,328



















5,172



314,250Senior Vice President 
    
    Sales and Marketing    (1)
    
    Represents base salary.(2)
    
    Includes quarterly bonuses based on a percentage of the
    Companys quarterly net income and Christmas bonuses, each
    of which is paid at the discretion of the Board of Directors.(3)
    
    Reflects contributions by the Company to the Friedman
    Industries, Inc. Employees Retirement Plan and the
    Friedman Industries, Inc. Employees 401 (K) Plan for
    the benefit of the Named Executive Officers.  Compensation
    Discussion and Analysis
     8




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##### Table of Contents



Option
    Exercises and Stock Vested Table
    Option Awards

Stock AwardsNumber of



Number ofShares



SharesAcquired

Value Realized

Acquired

Value Realizedon Exercise

on Exercise

on Vesting

on VestingName

(#)

($)

(#)

($)William E. Crow







Ben Harper

45,482

427,531



Thomas Thompson







  9




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End Table
    Option Awards


Stock AwardsEquity


EquityIncentive


IncentivePlan


Plan Awards:Equity














Awards:


Market orIncentive Plan














Number of


Payout ValueAwards:














Unearned


of UnearnedNumber of


Number of


Number of








Number of





Shares,


Shares,Securities


Securities


Securities








Shares or


Market Value


Units or


Units orUnderlying


Underlying


Underlying








Units of


of Shares or


Other


OtherUnexercised


Unexercised


Unexercised


Option





Stock That


Units of Stock


Rights


RightsOptions


Options


Unearned


Exercise


Option


Have Not


That Have


That Have


That HaveExercisable


Unexercisable


Options


Price


Expiration


Vested


Not Vested


Not Vested


Not VestedName

(#)


(#)


(#)


($)


Date


(#)


($)


(#)


($)William E. Crow


42,918










$
2.33



11/20/12















Ben Harper


42,918










$
2.33



11/20/12















Thomas Thompson


































   Grants of
    Plan-Based Awards Table
  
  Pension
    Benefits
    Nonqualified
    Deferred Compensation
    Potential
    Payments upon Termination or Change-in-Control
    SECTION
    16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   10




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##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    Amount and


PercentageNature of


of SharesName

Beneficial Ownership(a)


OutstandingDimensional Fund Advisors LP


509,478
(b)


7.6
%1299 Ocean AvenueSanta Monica, California 90401LSV Asset Management


378,200
(c)


5.6
%1 N. Wacker Drive, Suite 4000Chicago, Illinois 60606Jack Friedman


363,020



5.4
%P.O. Box 21147Houston, Texas 77226Harold Friedman


29,206



*Durga D. Agrawal


0



*Charles W. Hall


7,268



*Alan M. Rauch


2,740



*Hershel M. Rich


39,677
(d)


*Joel Spira


0



*Joe L. Williams


2,420



*William E. Crow


50,555
(e)


*Ben Harper


61,808
(e)


*Thomas Thompson


0



*Officers and directors as a group
    (12 persons)


556,694
(e)


8.2
%   *
    
    Less than 1%.(a)
    
    Based upon information obtained from the officers, directors,
    director nominees and beneficial owners.  Includes all shares
    beneficially owned according to the definition of
    beneficial ownership in the rules promulgated under
    the Exchange Act. Except as otherwise indicated, the indicated
    person has sole voting and investment power with respect to the
    shares. To the Companys knowledge, the only other record
    owner of Common Stock having more than 5% of the voting power of
    such class of security is Cede & Co. The Company is
    informed that Cede & Co. is a nominee name for The
    Depository Trust Company, a stock clearing corporation. The
    shares of Common Stock held by Cede & Co. are believed to
    be held for the accounts of various brokerage firms, banks and
    other institutions, none of which, to the Companys
    knowledge, owns beneficially more than 5% of the Common Stock
    except as described above.(b)
    
    Based upon information contained in a Schedule 13G/A filed
    with the Securities and Exchange Commission on February 9,
    2007, and otherwise received from the listed owner, Dimensional
    Fund Advisors LP (Dimensional). Dimensional is
    deemed to have beneficial ownership of 509,478 shares of
    the Common Stock as of December 31, 2006. Dimensional, an
    investment advisor registered under Section 203 of the
    Investment Advisors Act of 1940, furnishes investment advice to
    four investment companies registered under the Investment
    Company Act of 1940, and serves as investment manager to certain
    other commingled group trusts and separate accounts
    (collectively referred to herein as the Funds). In
    its role as investment advisor or manager, Dimensional possesses
    voting and/or investment power over the securities of the
    Company that are owned by the Funds and may be deemed to be the
    beneficial owner of the shares of the Company held by the Funds.
    All of the shares of Common Stock described in the table are
    owned by the Funds, and Dimensional disclaims beneficial
    ownership of such securities.(c)
    
    Based upon information contained in a Schedule 13G filed
    with the Securities and Exchange Commission on February 14,
    2007.(d)
    
    Does not include 14,796 shares beneficially owned and voted
    by the spouse of Mr. Rich, as to which shares beneficial
    ownership is disclaimed.(e)
    
    Includes 42,918 shares and 42,918 shares for Messrs.
    Crow and Harper, respectively, all of which are subject to
    issuance upon the exercise of stock options within 60 days
    after July 13, 2007. 11




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##### Table of Contents



RELATIONSHIP
    WITH INDEPENDENT ACCOUNTANTS
          Form 8-K, Form 8-K
    Audit
    Fees
    2007


2006Actual Fees


Actual FeesAudit Fees(1)

$
115,026(2
)

$
160,000Audit-Related Fees






Tax Fees






All Other Fees


7,116(3
)


Total Fees

$
122,142


$
160,000     (1)
    
    Includes fees and expenses paid to date related to the fiscal
    year audit and interim reviews, notwithstanding when the fees
    and expenses were billed or when the services rendered.(2)
    
    Includes $44,500 paid to E&Y regarding quarterly reviews in
    fiscal 2007. Also, includes $70,526 paid to M&B for audit
    fees associated with the fiscal 2007 audit.(3)
    
    Fees paid to E&Y regarding the filing of an 8-K associated
    with the change in auditors and a consent letter regarding the
    Form 10-K
    for fiscal 2007. 12




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##### Table of Contents



Rule 2-01 Regulation S-X
 
  PROPOSALS
    OF SHAREHOLDERS
   
  GENERAL
     13




---



##### Table of Contents



Appendix A
  FRIEDMAN
    INDUSTRIES, INCORPORATED
    SECOND AMENDED AND RESTATED
    AUDIT COMMITTEE CHARTER
    I.
    Structure
    and Qualifications    II.
    Compensation    III.
    Meetings    IV.
    Responsibilities    1.
    The Committee shall have the sole authority to select, engage,
    evaluate, retain, and, when appropriate, terminate the
    independent auditor of the Company as well as approve all audit
    engagement fees and terms and all non-audit engagements with
    independent public accountants. The Committee shall consult with
    management regarding such engagements but shall not delegate
    these responsibilities thereto; provided, however, that, in
    addition to those permissible non-audit services pre-approved by
    the Committee, pre-approvals of further permissible non-audit
    services may be delegated to a single member of the Committee,
    provided such approvals are reviewed with the Committee at its
    next meeting. The Committee shall be directly responsible for
    the oversight of the work of the independent auditor for the
    purpose of preparing or issuing an audit report or related work
    and the independent auditor shall report directly to the
    Committee.2.
    The Committee shall review with the independent auditor the
    planned scope of its examination and the results thereof.3.
    The Committee shall review with the independent auditor any
    audit problems or difficulties and managements response
    thereto, and, upon the request of the Committee, the independent
    auditor shall provide to the Committee copies of all written
    communications to Company management in any way related to such
    problems or difficulties.4.
    The Committee shall review any financial reporting issues and
    practices, including changes in or adoption of accounting
    principles and disclosure practices having a material impact on
    the obligations or financial statements of the Company.5.
    The Committee shall review filings made with the SEC when such
    review is required by the SEC.6.
    The Committee shall review disclosures made by the
    Companys principal executive officer or officers and
    principal financial officer or officers regarding compliance
    with their certification obligations as A-1




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##### Table of Contents



required under the Sarbanes-Oxley Act of 2002 and the rules
    promulgated thereunder, including: (a) the Companys
    disclosure controls and procedures and evaluations thereof; and
    (b) internal controls for financial reporting and
    evaluations thereof.  7.
    The Committee shall review and discuss the annual and quarterly
    financial statements with management and the independent auditor
    prior to release to the public.8.
    The Committee shall recommend whether the audited financial
    statements should be included in the Companys annual
    reports.9.
    The Committee shall obtain and review, at least annually, a
    formal written statement from the Companys independent
    auditor delineating: (a) the independent auditors
    internal quality-control procedures; (b) any issues raised
    by the most recent quality-control review, or peer review, of
    the firm and the procedures or solutions used to address them;
    and (c) all relationships between the independent auditor
    and the Company.10.
    The Committee shall inquire of management and the independent
    auditor to assure that the independent auditor has not engaged
    in any prohibited activities within the provisions of
    section 10A(g) of the Securities Exchange Act of 1934.11.
    The Committee shall review and consider the independence of the
    independent auditor.12.
    The Committee shall set hiring policies for employees or former
    employees of the independent auditor.13.
    The Committee shall ensure that the lead audit partner of the
    independent auditor and that firms audit partner
    responsible for reviewing the audit are rotated at least every
    five years as required by the Sarbanes-Oxley Act of 2002.14.
    The Committee shall establish procedures for: (a) the
    receipt, retention and treatment of complaints received from any
    third party by the Company regarding accounting, internal
    accounting controls, or auditing matters; and (b) the
    confidential, anonymous submission by employees of the Company
    of concerns regarding questionable accounting or auditing
    matters.15.
    The Committee may obtain advice and assistance from outside
    legal, accounting or other advisors, as appropriate. Pursuant to
    approval of this Charter, no further requirement of Board
    approval for such engagements is required.16.
    The Committee shall review and oversee any related party
    transactions between the Company and any of its directors or
    executive officers.17.
    The Committee may hold such other conferences and conduct such
    other reviews with the independent auditor or with management as
    may be desired either by the Committee or the independent
    auditor.18.
    The Committee shall report regularly to the Board and submit to
    the Board any recommendations the Committee may have from time
    to time.19.
    The Committee shall review and reassess this Charter annually
    and conduct an annual review of the work of the Committee,
    including review of: (a) major issues regarding accounting
    principles and financial statement presentations;
    (b) analyses prepared by management or the independent
    auditor setting forth significant financial reporting issues and
    judgments made in connection with the preparation of the
    financial statements; (c) the effect of regulatory and
    accounting initiatives, as well as off-balance sheet structures,
    if any, on the financial statements of the Company; and
    (d) earnings press releases.20.
    The Committee, from time to time, may adopt rules and make
    provisions as deemed appropriate for (a) the conduct of its
    meetings; (b) considering, acting upon and recording
    matters within its authority; and (c) making such reports
    to the Board as it may deem appropriate, giving due
    consideration to the Committees need to treat certain
    matters confidentially, provided only that such rules and
    provisions do not conflict with the articles of incorporation or
    the bylaws of the Company. A-2




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##### Table of Contents



Appendix B
  FRIEDMAN
    INDUSTRIES, INCORPORATED
    CHARTER OF THE NOMINATING COMMITTEE
    I.
    Structure
    and Qualifications    II.
    Meetings    III.
    Responsibilities    1.
    The Committee shall work together with the Chairman of the Board
    and the Chief Executive Officer to identify and consider
    candidates to be nominated for election as directors. In
    connection therewith, the Committee shall consider that a
    majority of the members of the Board must qualify as independent
    as defined by AMEX. In addition, the Committee shall consider
    the following qualifications in assessing director candidates:  (a)
    An understanding of business and financial affairs and the
    complexities of a business organization;(b)
    A record of competence and accomplishments through leadership in
    industry, education, the professions or government;(c)
    A genuine interest in representing all of the shareholders and
    the interest of the Company overall;(d)
    A willingness to maintain a committed relationship with the
    Company as a director;(e)
    A willingness and ability to spend the necessary time required
    to function effectively as a director;(f)
    A reputation for honesty and integrity; and(g)
    Such other additional qualifications as the Committee may
    establish from time to time, taking into account the composition
    and expertise of the entire Board.  2.
    The Committee shall recommend to the Board (i) the nominees
    for directors to be elected at the Companys annual meeting
    and (ii) individuals to be elected to fill any vacancies
    occurring on the Board from time to time.3.
    The Committee shall review potential conflicts of interest of
    directors which might interfere with Board service.4.
    The Committee shall make determinations, with the advice of
    legal counsel, concerning the independence of Board
    members for corporate governance purposes and to make other
    determinations as required under SEC and AMEX rules and
    regulations.5.
    The Committee shall review the appropriateness of continued
    Board membership of a director who experiences a change in
    employment, board membership of another company or other
    relevant matter.6.
    The Committee shall perform such other functions as required by
    law or SEC or AMEX requirements.7.
    The Committee shall report to the Board at least annually and at
    the Board meeting immediately following each meeting of the
    Committee. B-1




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##### Table of Contents



ANNUAL MEETING OF SHAREHOLDERS OF

FRIEDMAN INDUSTRIES, INCORPORATED

September 6, 2007











Please date, sign and mailyour proxy card in
the
envelope provided as soonas possible.





êPlease
detach along perforated line and mail in the envelope provided.ê



---

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE x







|                                                                                                                                                                                                                                       |                                                                                                                                                                      |                                        |  |                                                                                                                                                                                                   |  |                                                                                                                      |    |                                                                                                                                                   |  |  |  |  |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  | 
|1.   Election of Directors:                                                                                                                                                                                                            |                                                                                                                                                                      |                                        |  |                                                                                                                                                                                                   |  |                                                                                                                      | 2. | In their discretion, the proxies are authorized
to vote on such other matters as may properly come before the
meeting or any adjournment thereof.
|                                                                                                                                                                                                                                       |                                                                                                                                                                      |                                        |  |                                                                                                                                                                                                   |  | NOMINEES:                                                                                                            |    |                                                                                                                                                   |  |  |  |  |  |  |  | 
|                                                                                                                                                                                                                                       |                                                                                                                                                                      |                                        |  |                                                                                                                                                                                                   |  | o   J. Friedmano   H. Friedmano   W. Crowo   D. Agrawalo   C. Hallo   A. Raucho   H. Richo   J. Spirao   J. Williams |    |                                                                                                                                                   |  |  |  |  |  |  |  | 
|o                                                                                                                                                                                                                                      |                                                                                                                                                                      | FOR ALL NOMINEES                       |  | For additional disclosure, please
see the Notice of Annual Meeting of Shareholders and the Proxy
Statement dated July 27, 2007 relating to such meeting, receipt
of which is hereby acknowledged.
|o                                                                                                                                                                                                                                      |                                                                                                                                                                      | WITHHOLD
AUTHORITYFOR ALL NOMINEES     |  | Unless otherwise directed by the
shareholder, this proxy will be voted for the director nominees
listed above. Any proxy or proxies heretofore given by the
undersigned are hereby revoked.      
|o                                                                                                                                                                                                                                      |                                                                                                                                                                      | FOR ALL
EXCEPT(See instructions below) |  | Please sign below and return in
the enclosed envelope.                                                                                                                                           
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|INSTRUCTION:                                                                                                                                                                                                                           | To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT
and fill
in the circle next to each nominee you wish to withhold, as shown
here:l |                                        |  |                                                                                                                                                                                                   |  |                                                                                                                      |   
|                                                                                                                                                                                                                                       |                                                                                                                                                                      |                                        |  |                                                                                                                                                                                                   |  |                                                                                                                      |    |                                                                                                                                                   | 
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|To change the address on your
account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the
registered name(s) on the account may not be submitted via this
method. | o                                                                                                                                                                    |                                        |  |                                                                                                                                                                                                   |  |                                                                                                                      |    |                                                                                                                                                   |  | 
|                                                                                                                                                                                                                                       |                                                                                                                                                                      |                                        |  |                                                                                                                                                                                                   |  |                                                                                                                      |    |                                                                                                                                                   |  | 





|                         |  |  |  |       |  |  |  |                          |  |  |  |       |  |  | 
|------------------------ |  |  |  | ----- |  |  |  | ------------------------ |  |  |  | ----- |  |  | 
|Signature of Shareholder |  |  |  | Date: |  |  |  | Signature of Shareholder |  |  |  | Date: |  | 



| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 
| |  | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | Note: |  | Please sign exactly as your name or names appear on this
Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving
full title as such. If signer is a partnership, please sign in
partnership name by authorized person. |  | 



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##### Table of Contents









































































FRIEDMAN INDUSTRIES INCORPORATED

PROXY  ANNUAL MEETING OF
SHAREHOLDERS  SEPTEMBER 6, 2007

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

The undersigned shareholder of
Friedman Industries, Incorporated (the Company) hereby
appoints Ben Harper and William Crow, and each of them, proxies
of the undersigned, with full power of substitution, to vote at the
Annual Meeting of Shareholders of the Company to be held in the
offices of Fulbright & Jaworski L.L.P., 1301 McKinney,
Suite 5100, Houston, Texas, on Thursday, September 6, 2007, at
11:00 a.m. (local time), and at any adjournment thereof, the
number of votes which the undersigned would be entitled to cast if
personally present.








(Continued and to be signed on the reverse side)