SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM 10-Q

                   Quarterly Report Pursuant to Section 13 or 15(d)
                        of the Securities Exchange Act of 1934

                         For the Quarter Ended March 31, 2000

                            Commission File Number 0-22206


                                  NIAGARA CORPORATION
                ------------------------------------------------------
                (Exact name of Registrant as specified in its charter)


                   Delaware                             59-3182820
        -------------------------------           ----------------------
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)            Identification Number)


                             667 Madison Avenue
                          New York, New York 10021
                  ----------------------------------------
                  (Address of principal executive offices)

                               (212) 317-1000
                        ----------------------------
                          (Registrant's telephone
                        number, including area code)

                                    N/A
          -------------------------------------------------------
          (Former name, former address and former fiscal year, if
                        changed since last report.)


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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    YES  X    NO
                                                     -----     ------

Number of shares of Common Stock outstanding at March 31, 2000

      Common Stock, par value $.001 per share              8,738,246
      ---------------------------------------          ------------------
                 (Class)                               (Number of Shares)




NIAGARA CORPORATION

INDEX TO MARCH 2000 FORM 10-Q
----------------------------------------------------------------------------
                                                                      PAGE

PART I - FINANCIAL INFORMATION

  FINANCIAL STATEMENTS (UNAUDITED):
      NIAGARA CORPORATION
            BALANCE SHEETS.........................................       3
            STATEMENTS OF OPERATIONS...............................       4
            STATEMENT OF STOCKHOLDERS' EQUITY......................       5
            STATEMENTS OF CASH FLOWS...............................       6
            NOTES TO FINANCIAL STATEMENTS..........................    7-11

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS.....................................   12-17

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ......      17

  CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
     PROVISIONS OF THE PRIVATE SECURITIES REFORM ACT OF 1995.......      18

PART II - OTHER INFORMATION........................................      18

SIGNATURES.........................................................      22




<TABLE>
<CAPTION>
                                                                       NIAGARA CORPORATION
                                                                          AND SUBSIDIARIES

                                                                            BALANCE SHEETS
==========================================================================================
                                                           December 31,        March  31,
                                                                  1999             2000
------------------------------------------------------------------------------------------
                                                                              (unaudited)
<S>                                                       <C>               <C>
ASSETS
CURRENT:
  Cash and cash equivalents                               $   2,234,181     $   5,412,046
  Trade accounts receivable, net of allowance for
    doubtful accounts of $925,000 and $981,000               53,126,071        63,977,544
  Accounts receivable, other                                  2,255,687                 -
  Inventories                                                59,441,872        62,958,693
  Deferred income taxes                                         957,000           957,000
  Other current assets                                        3,112,453         5,638,286
------------------------------------------------------------------------------------------
       TOTAL CURRENT ASSETS                                 121,127,264       138,943,569
Property, plant and equipment, net of accumulated
  depreciation of $21,160,043 and $23,606,178               102,983,882       101,101,506
Goodwill, net of accumulated amortization of
  $300,077 and $319,460                                       2,022,061         2,002,678
Deferred financing costs, net of accumulated
  amortization of $295,168 and $322,840                         479,832           452,160
Intangible pension asset                                        474,000           474,000
Other assets, net of accumulated amortization of
  $414,213 and $445,513                                         847,260           725,714
------------------------------------------------------------------------------------------
                                                          $ 227,934,299     $ 243,699,627
==========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
  Accounts payable                                        $  50,191,265     $  61,555,009
  Accrued expenses                                            9,506,238        15,440,403
  Current maturities of long-term debt                        6,410,741         6,891,888
------------------------------------------------------------------------------------------
       TOTAL CURRENT LIABILITIES                             66,108,244        83,887,300
OTHER:
  Long-term debt, less current maturities                    87,387,943        84,790,943
  Accrued pension cost                                        2,690,987         2,411,490
  Accrued other postretirement benefits                       5,331,586         5,240,110
  Deferred income taxes                                       9,849,000         9,849,000
  Other noncurrent liabilities                                  105,261            92,520
------------------------------------------------------------------------------------------
       TOTAL LIABILITIES                                    171,473,021       186,271,363
------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value - 500,000 shares
    authorized; none outstanding                                      -                 -
  Common stock, $.001 par value - 15,000,000 shares
    authorized; 9,997,455 issued                                  9,998             9,998
  Additional paid-in capital                                 50,111,675        50,111,675
  Retained earnings                                          12,141,460        14,277,149
  Accumulated other comprehensive loss                         (175,644)         (369,373)
------------------------------------------------------------------------------------------
                                                             62,087,489        64,029,449
  Treasury stock, at cost, 1,034,509 and 1,259,209
   shares                                                    (5,626,211)       (6,601,185)
------------------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                             56,461,278        57,428,264
------------------------------------------------------------------------------------------
                                                          $ 227,934,299     $ 243,699,627
==========================================================================================

                                           See accompanying notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
                                                                NIAGARA CORPORATION
                                                                   AND SUBSIDIARIES

                                                           STATEMENTS OF OPERATIONS
                                                                        (UNAUDITED)
===================================================================================
Three months ended March 31,                              1999             2000 (a)
-----------------------------------------------------------------------------------
<S>                                              <C>                 <C>
NET SALES                                        $  49,380,153       $  89,999,423
COST OF PRODUCTS SOLD                               42,139,536          76,896,650
-----------------------------------------------------------------------------------
      GROSS PROFIT                                   7,240,617          13,102,773
OPERATING EXPENSES:
  Selling, general and administrative                4,104,668           7,889,529
-----------------------------------------------------------------------------------
      INCOME FROM OPERATIONS                         3,135,949           5,213,244
OTHER INCOME (EXPENSE):
  Interest income                                        7,327                 187
  Interest expense                                    (895,780)         (1,867,929)
  Other income                                          71,258              68,187
-----------------------------------------------------------------------------------
      INCOME BEFORE INCOME TAXES                     2,318,754           3,413,689
INCOME TAXES                                           900,000           1,278,000
NET INCOME                                       $   1,418,754       $   2,135,689
-----------------------------------------------------------------------------------
EARNINGS PER SHARE (BASIC)                       $         .15       $         .24
-----------------------------------------------------------------------------------
EARNINGS PER SHARE (DILUTED)                     $         .15       $         .24
-----------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  BASIC                                              9,511,575           8,881,632
  DILUTED                                            9,677,847           8,881,632
===================================================================================

(a) Includes the results of Niagara LaSalle (UK) Limited.

                                    See accompanying notes to financial statements.
</TABLE>




<TABLE>
<CAPTION>
                                                                                                        NIAGARA CORPORATION
                                                                                                           AND SUBSIDIARIES

                                                                                          STATEMENT OF STOCKHOLDERS' EQUITY
                                                                                                                (UNAUDITED)
===========================================================================================================================
Three Months ended March 31, 2000
---------------------------------------------------------------------------------------------------------------------------
                                 Common Stock                                  Accumulated
                             ------------------     Additional                     other        Treasury
                             Number of                paid-in     Retained    comprehensive       stock
                              shares     Amount       capital     earnings          loss         at cost           Total
----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>       <C>           <C>             <C>           <C>             <C>
BALANCE, JANUARY 1, 2000     9,997,455   $9,998    $50,111,675   $12,141,460     $(175,644)    $(5,626,211)    $56,461,278
Net income for the
 period                           -         -            -         2,135,689          -               -          2,135,689
Foreign currency
 translation adjustments
 (Note 2)                         -         -            -              -         (193,729)           -           (193,729)
Purchase of treasury
 stock, at cost (a)               -         -            -              -             -           (974,974)       (974,974)
============================================================================================================================
BALANCE, MARCH 31, 2000      9,997,455   $9,998    $50,111,675   $14,277,149     $(369,373)    $(6,601,185)    $57,428,264
============================================================================================================================

(a) During the three months ended March 31, 2000, Niagara Corporation repurchased 224,700 of its Common Stock at a cost of
    $974,974. The shares repurchased are held as treasury stock.

                                                                             See accompanying notes to financial statements.
</TABLE>





<TABLE>
<CAPTION>
                                                                       NIAGARA CORPORATION
                                                                          AND SUBSIDIARIES

                                                                  STATEMENTS OF CASH FLOWS
                                                                               (UNAUDITED)
==========================================================================================
Three months ended March 31,                                      1999            2000(a)
------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                            $    1,418,754     $    2,135,689
------------------------------------------------------------------------------------------
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                          1,799,284          2,524,490
      Provision for doubtful accounts                           26,105             56,211
      Deferred income taxes                                    674,000                  -
      Accrued pension costs                                        350           (279,498)
      Accrued other postretirement benefits                       (215)           (91,477)
      Changes in assets and liabilities:
         Increase in accounts receivable                   (10,724,140)       (10,907,683)
         Decrease in accounts receivable - other                     -          2,255,687
         Increase in inventories                            (2,228,345)        (3,516,821)
         Increase in other assets, net                        (951,101)        (2,435,588)
         Increase in accounts payable and accrued
           expenses                                          9,536,579         17,297,911
------------------------------------------------------------------------------------------
           TOTAL ADJUSTMENTS                                (1,867,483)         4,903,232
------------------------------------------------------------------------------------------
           NET CASH (USED IN) PROVIDED BY OPERATING
             ACTIVITIES                                       (448,729)         7,038,921
------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and equipment                     (1,954,891)          (563,759)
------------------------------------------------------------------------------------------
           NET CASH USED IN INVESTING ACTIVITIES            (1,954,891)          (563,759)
------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                               2,074,243                  -
  Repayment of long-term debt                                        -         (2,128,594)
  Payments to acquire treasury stock                                 -           (974,974)
------------------------------------------------------------------------------------------
           NET CASH PROVIDED BY (USED IN) FINANCING
             ACTIVITIES                                      2,074,243         (3,103,568)
------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
  EQUIVALENTS                                                        -           (193,729)
------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS          (329,377)         3,177,865
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 440,654          2,234,181
------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $      111,277     $    5,412,046
===========================================================================================
(a) Includes the cash flows of Niagara LaSalle (UK) Limited.

                                            See accompanying notes to financial statements.
</TABLE>





                                                           NIAGARA CORPORATION
                                                              AND SUBSIDIARIES

                             NOTES TO FINANCIAL STATEMENTS - INFORMATION AS OF
                                      MARCH 31, 2000 AND FOR THE PERIODS ENDED
                                         MARCH 31, 1999 AND 2000 IS UNAUDITED.
------------------------------------------------------------------------------
1.  BASIS OF PRESENTATION    The accompanying financial statements are
                             unaudited; however, in the opinion of management,
                             all adjustments necessary for a fair statement of
                             financial position and results for the stated
                             periods have been included. These adjustments are
                             of a normal recurring nature. Selected
                             information and footnote disclosures normally
                             included in financial statements prepared in
                             accordance with generally accepted accounting
                             principles have been condensed or omitted.
                             Results for interim periods are not necessarily
                             indicative of the results to be expected for an
                             entire fiscal year. It is suggested that these
                             condensed financial statements be read in
                             conjunction with the audited financial statements
                             and accompanying notes for the year ended
                             December 31, 1999.

2.  FOREIGN CURRENCY         Niagara LaSalle (UK) Limited ("Niagara UK"), an
    TRANSLATION AND          English company and a subsidiary of Niagara
    TRANSACTIONS             Corporation ("Niagara," and together with its
                             subsidiaries, the "Company"), uses British pounds
                             sterling ("(pound)") as its functional currency
                             and its accounts are translated to United States
                             dollars in conformity with Statement of Financial
                             Accounting Standards ("SFAS") No. 52, "Foreign
                             Currency Translation." Assets and liabilities of
                             this subsidiary are translated at the exchange
                             rate in effect on March 31, 2000 and the related
                             revenues and expenses have been translated at
                             rates prevailing at the transaction date, which
                             approximates average rates for the period.
                             Translation adjustments arising from the use of
                             different exchange rates from period to period
                             are included as accumulated other comprehensive
                             income within the Statement of Stockholders'
                             Equity. Gains and losses resulting from foreign
                             currency transactions are included in other
                             income within the Statements of Operations.

3.  ACQUISITION OF U.K.      On May 21, 1999, Niagara UK purchased the
    STEEL BAR BUSINESSES     equipment, inventory and certain other assets of
                             the eight steel bar businesses of Glynwed Steels
                             Limitied ("Glynwed Steels"), an English company
                             and a subsidiary of Glynwed International plc
                             ("Glynwed"). In consideration for the sale of
                             such assets, Niagara UK paid Glynwed Steels
                             (pound)21,202,000 (approximately $34 million) in
                             cash at the closing, (pound)3,015,500
                             (approximately $4.9 million) of which was
                             returned to Niagara UK during the third quarter
                             of 1999 as an adjustment to reflect the value of
                             the net assets transferred. These steel bar
                             businesses, which are engaged in hot rolling,
                             cold finishing and distribution, currently
                             consist of the following unincorporated
                             trading units: Ductile Wesson, Gadd Dudley
                             Port, GB Longmore, Macreadys, Midland
                             Engineering Steels and W Wesson.

                             The financial statements include the results of
                             Niagara UK from May 22, 1999. Accordingly,
                             Niagara UK's results are included in the first
                             quarter of 2000 but not in the first quarter of
                             1999.

                             The acquisition of the U.K. steel bar businesses
                             was accounted for as a purchase. The purchase
                             price for these businesses was approximately
                             (pound)21,275,000 (approximately $34.4 million)
                             which amount includes approximately
                             (pound)1,302,000 (approximately $2.1 million) of
                             acquisition costs and approximately
                             (pound)1,787,000 (approximately $2.9 million) of
                             estimated costs relating to the intended closure
                             of certain facilities and intended consolidation
                             of certain operations.

                             In connection with the acquisition of the U.K.
                             steel bar businesses, Niagara and Niagara UK
                             entered into agreements with subsidiaries of
                             Glynwed providing for the lease or sublease by
                             Niagara UK of 10 operating facilities and the
                             assignments of 5 sales office leases. Pursuant to
                             these agreements (i) the initial term of the
                             lease is 10 years for 9 of the operating
                             facilities and 5 years for the remaining
                             operating facility at aggregate rents of
                             (pound)50,000 (approximately $80,000) for the
                             first two years; (pound)850,000 (approximately
                             $1.3 million) for years 3-6; and (pound)1,000,000
                             (approximately $1.6 million) for years 7-10, (ii)
                             each operating facility lease can be terminated
                             by Niagara UK on one year's notice and (iii)
                             Niagara UK has the option to purchase any or all
                             of the 7 primary operating facilities at prices
                             fixed for 10 years (which prices total
                             (pound)9,468,000 (approximately $15.1 million)),
                             or to renew the leases with respect thereto for
                             an additional term of 15 years at commercial
                             market rates.

                             The purchase of the U.K. steel bar businesses was
                             financed by (i) borrowings under a bank
                             facilities agreement entered into on May 21, 1999
                             by Niagara UK providing for a (pound)10 million
                             (approximately $16 million) seven-year term loan
                             and a (pound)9.8 million (approximately $15.7
                             million) three-year revolving credit facility,
                             (ii) a (pound)3.75 million (approximately $6
                             million) equity investment by Niagara in Niagara
                             UK, (iii) a (pound)3.75 million (approximately $6
                             million) subordinated loan from Niagara to
                             Niagara UK and (iv) a (pound)2.5 million
                             (approximately $4 million) short-term loan from
                             Niagara to Niagara UK. The equity investment and
                             subordinated and short-term loans were financed
                             by borrowings under a revolving credit and term
                             loan agreement dated April 18, 1997, as amended,
                             with Niagara's U.S. subsidiaries, Niagara LaSalle
                             Corporation ("Niagara LaSalle") and LaSalle Steel
                             Company ("LaSalle," and together with Niagara
                             LaSalle, "Niagara US").

                             On August 23, 1999, Niagara UK entered into a
                             three-year invoice discounting agreement with
                             Lombard Natwest Discounting Limited providing for
                             up to (pound)20 million (approximately $32.2
                             million) of advances to Niagara UK based upon a
                             formula tied to the receivables purchased by such
                             institution. In connection with the execution of
                             this agreement, the revolving credit facility
                             under Niagara UK's bank facilities agreement was
                             reduced to (pound)4.9 million (approximately $7.9
                             million). This facility was further reduced to
                             (pound)2.5 million (approximately $4.0 million)
                             as of December 31, 1999.

                             Pro forma results of operations, assuming the
                             acquisition of the U.K. steel bar businesses had
                             occurred on January 1, 1999 are unaudited and
                             detailed below. Pro forma adjustments primarily
                             include reductions in depreciation and
                             amortization based on changes in the useful lives
                             of the assets acquired, additional interest
                             expense relating to the debt incurred in
                             connection with the acquisition, and changes in
                             rent expense based on property leases entered
                             into in connection with the acquisition.

                                                       March 31,     March 31,
                             Three Months ended            1999           2000
                             -------------------------------------------------
                             Net Sales               $92,568,000   $89,999,423
                             Net Income (Loss)       $(3,921,000)   $2,135,689
                             Net Income (Loss) per
                               share (basic)               $(.41)         $.24
                             Net Income (Loss) per
                               share (diluted)             $(.41)         $.24
                             -------------------------------------------------

4.  INVENTORIES              Inventories consisted of the following at
                             December 31, 1999 and March 31, 2000:

                                                  December 31,       March 31,
                                                          1999            2000
                                                  ----------------------------
                             Raw materials        $25,231,191      $26,636,701
                             Work-in-process        5,260,767        6,689,454
                             Finished goods        28,949,914       29,632,538
                                                  ----------------------------
                                                  $59,441,872      $62,958,693

                             At March 31, 2000, inventories totaling
                             $39,393,461 and owned by Niagara US are stated
                             using the LIFO method and inventories totaling
                             $23,565,232 and owned by Niagara UK are stated
                             using the FIFO method.

5.  CONTINGENCIES            Niagara US and Niagara UK are subject to
                             environmental laws and regulations concerning,
                             among other things, water and air emissions and
                             waste disposal. Under such laws, including the
                             Comprehensive Environmental Response,
                             Compensation and Liability Act of 1980 as amended
                             ("CERCLA"), Niagara US and Niagara UK may be
                             responsible for parts of the costs required to
                             remove or remediate previously disposed wastes or
                             hazardous substances at the locations they own or
                             operate or at the locations which they arranged
                             for disposal of such materials. The costs
                             expended through March 31, 2000 have been largely
                             covered by insurance. Management believes any
                             resolution of these matters will not have a
                             material adverse effect on the Company's
                             financial position or operations.

                             Under the Company's insurance programs, coverage
                             is obtained for catastrophic exposures as well as
                             those risks required to be insured by law or
                             contract. In connection with these programs,
                             Niagara US has provided certain insurance
                             carriers with irrevocable standby letters of
                             credit totaling $350,000 as of March 31, 2000. It
                             is the policy of the Company to retain a portion
                             of certain expected losses related primarily to
                             workers' compensation, physical loss to property,
                             business interruption resulting from such loss,
                             and comprehensive general, product, vehicle,
                             medical and life benefits and liability.
                             Provisions for losses expected under these
                             programs are recorded based upon the Company's
                             estimates of the aggregate liability, actual and
                             estimated, for claims. Such estimates utilize
                             certain actuarial assumptions followed in the
                             insurance industry and are included in accrued
                             expenses.

6.  SEGMENTS AND RELATED     The Company operates in two reportable segments:
    INFORMATION              (i) Niagara US which has operations in the United
                             States and (ii) Niagara UK which has operations
                             in the United Kingdom. The Company operates these
                             segments as separate strategic business units and
                             measures the segment performance based on
                             earnings before interest, taxes, depreciation and
                             amortization ("EBITDA"). Niagara UK uses British
                             pounds sterling as its functional currency and
                             its accounts are translated to United States
                             dollars in conformity with SFAS No. 52, "Foreign
                             Currency Translations." Assets and liabilities
                             have been translated at the exchange rate in
                             effect on March 31, 2000 and the related revenues
                             and expenses have been translated at rates
                             prevailing at the transaction date, which
                             approximates average rates for the period.

                             The following table sets forth certain
                             performance and other information by reportable
                             segment.

                             Three months ended
                             March 31, 2000           Niagara US   Niagara UK
                             -------------------------------------------------
                             Net sales                $54,649,088  $35,350,335
                             Segment profit (EBITDA)    6,149,852    2,091,123
                             Depreciation and
                               amortization             1,960,045      552,765
                             Interest expense           1,191,499      676,430
                             Segment assets           159,838,442   82,736,809
                             Acquisition of property
                               and equipment              164,941      380,669
                             -------------------------------------------------

                             Certain of the foregoing segment information
                             (profit, depreciation and amortization, assets
                             and acquisition of property and equipment) does
                             not include components attributable to Niagara or
                             incurred by Niagara on behalf of its operating
                             subsidiaries. Prior to the acquisition of the
                             U.K. steel bar businesses, the Company had one
                             segment as all of its operations were in the
                             United States.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

      Niagara was organized in April of 1993. In August 1995, Niagara
acquired Niagara LaSalle . With plants in Buffalo, New York and
Chattanooga, Tennessee, Niagara LaSalle was an established cold finished
steel bar producer in the northeast and southeast regions of the United
States.

      In January 1996, Niagara LaSalle acquired Southwest Steel Company,
Inc.("Southwest"), the leading cold drawn steel bar producer servicing the
southwest region of the United States. During 1996, Southwest completed
construction of a new plant in Midlothian, Texas and relocated its Tulsa,
Oklahoma operations to this new facility.

      In April 1997, Niagara LaSalle acquired LaSalle, which had plants in
Hammond and Griffith, Indiana. This acquisition gave Niagara LaSalle a
strong market position in the midwest region of the United States and
broadened Niagara LaSalle's product range by adding thermal treated and
chrome plated bars. With this acquisition, Niagara US became the largest
independent producer of cold drawn steel bars in the United States.

      On May 21, 1999, Niagara UK purchased the equipment, inventory and
certain other assets of the eight steel bar businesses of Glynwed Steels.
These steel bar businesses are engaged in hot rolling, cold finishing and
distribution and represent the largest independent steel bar concern in the
United Kingdom.

      The Company has announced a restructuring plan for its hot rolling
operations in the United Kingdom. Under the plan, Niagara UK will close its
Ductile Hot Mill facility in Willenhall, transfer most of the production
from this facility to its W Wesson facility in Moxley ( which has been
renamed Ductile Wesson) and invest approximately $1.6 million in its
remaining hot rolling businesses. The Company has also determined to
consolidate certain additional U.K. operations. These restructurings are
scheduled to be completed during 2000 and are expected to expand Niagara
UK's product range, improve its product quality and enhance its customer
service capabilities.

      The results of operations for the quarter ended March 31, 2000
include the results of Niagara UK.

Three Months ended March 31, 2000 compared with March 31, 1999

      Net sales for the three months ended March 31, 2000 were $89,999,423,
representing an increase of $40,619,270, or 82.3%, over the same period in
1999. This increase was primarily attributable to the inclusion of
$35,350,335 of Niagara UK sales.

      Cost of sales for the three months ended March 31, 2000 increased by
$34,757,114 to $76,896,650, representing an increase of 82.5% over the same
period in 1999. This increase was primarily attributable to the inclusion
of $29,697,816 of Niagara UK's cost of products sold, with the balance
primarily attributable to increased sales volume from the Company's U.S.
operations.

      Gross margins for the three months ended March 31, 2000 remained
stable as compared to the same period in 1999.

      Selling, general and administrative expenses for the three months
ended March 31, 2000 increased by $3,784,861 to $7,889,529, or 8.8% of
sales, compared to 8.3% of sales for the same period in 1999. Both the
increase in dollar amount and increase as a percentage of sales were due to
the inclusion of $4,265,007 of Niagara UK's expenses for the quarter, which
was offset in part by reduced selling, general and administration expenses
from the Company's U.S. operations.

      Interest expense for the three months ended March 31, 2000 increased
by $972,149 to $1,867,929, due primarily to increased levels of borrowing
resulting from the acquisition of the steel bar businesses in the U.K.

      Net income for the three months ended March 31, 2000 was $2,135,689,
an increase of $716,935, or 50.5%, as compared to the net income for the
three months ended March 31, 1999. Approximately 60% of this increase was
attributable to the Company's U.K. operations and the balance, 40%, was
attributable to the Company's U.S. operations. Net income for the three
months ended March 31, 2000 included income of $418,075 at Niagara UK for
the period.

      On a pro forma basis, and as disclosed in Note 3 to the financial
statements, net income for the three months ended March 31, 2000 was
$2,135,689 compared to a net loss of $3,921,000 for the same period in
1999. The pro forma results for the first quarter of 1999 were negatively
impacted by an inventory adjustment of approximately $5,700,000 to
estimated net realizable value at Niagara UK.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's short-term liquidity requirement for day-to-day
operating expenses has been, and is expected to continue to be, funded by
cash provided by operations, borrowings under its revolving credit
facilities and advances under its invoice discounting agreement. The
Company's principal long-term liquidity requirement has been, and is
expected to continue to be, the funding of capital expenditures to
modernize, improve and expand its facilities, machinery and equipment.
Capital expenditures for the three months ended March 31, 2000 totaled
$563,759 as compared to $1,954,891 for the same period in 1999. This
decrease was attributable to an increase in equipment leases by U.S.
operations.

      Cash flows provided by operating activities were $7,038,921 for the
three months ended March 31, 2000, an increase of $7,487,650 as compared to
cash flows used by operating activities of $448,729 for the same period in
1999. This increase is largely attributable to an increase in net income of
$716,935 and an increase in accounts payable and accrued expenses of
$17,297,911 ($8,122,956 attributable to Niagara UK), which was offset in
part by an increase in accounts receivable of $10,907,683 ($5,140,000
attributable to Niagara UK). Cash and cash equivalents at March 31, 2000
was $5,412,046, an increase of $3,177,865 as compared to December 31, 1999.
Such funds are used for working capital and other corporate purposes.

      On April 18, 1997 and in connection with the acquisition of LaSalle,
Niagara US entered into a revolving credit and term loan agreement (the
"Credit Agreement") with Manufacturers and Traders Trust Company ("M&T"),
CIBC Inc., National City Bank, National Bank of Canada and the Prudential
Insurance Company of America, and Niagara LaSalle terminated its previously
existing credit agreements with M&T. The Credit Agreement provides for a
$50,000,000 four-year revolving credit facility and a $40,000,000
eight-year term loan. The obligations of Niagara US under the Credit
Agreement are guaranteed by Niagara and secured by substantially all of the
assets and a pledge of all outstanding capital stock of Niagara US.

      Principal of the term loan under the Credit Agreement amortizes in
monthly installments that commenced on November 1, 1997 and end on April 1,
2004. The principal repayment installments on the term loan escalate
throughout its term. Interest on the term loan is payable in monthly
installments either at the LIBOR rate (for a period specified by Niagara US
from time to time) plus 210 basis points, or M&T's prime rate plus 50 basis
points. Revolving credit loans made pursuant to the Credit Agreement are
based on a percentage of eligible accounts receivable and inventory and
will mature on April 17, 2001. Interest on such loans is payable in monthly
installments and is either 175 basis points above the LIBOR rate (for a
period specified by Niagara US from time to time) or M&T's prime rate plus
25 basis points.

      The Credit Agreement carries restrictions on, among other things,
indebtedness, liens, capital expenditures, dividends, asset dispositions
and changes in control of Niagara US and requires minimum levels of net
worth through maturity. Also included in this agreement are requirements
regarding the ratio of consolidated current assets to consolidated current
liabilities and the ratio of net income before interest, taxes,
depreciation and amortization to cash interest expense. Niagara US was in
compliance with all of these requirements as of March 31, 2000.

      On May 20, 1998, Niagara's Board of Directors authorized the
repurchase, from time to time, of up to one million shares of Niagara
Common Stock in open market and privately negotiated transactions. On
October 6, 1999, Niagara's Board authorized the repurchase of an additional
one million Niagara shares. Such repurchases are subject to market and
other conditions and financed with internally generated funds, borrowings
under the Company's revolving credit facilities or advances under Niagara
UK's invoice discounting agreement. Shares of Niagara Common Stock
repurchased are held as treasury stock and are available for use in the
Company's benefit plans and for general corporate purposes. As of March 31,
2000, Niagara had repurchased 1,259,209 shares of its Common Stock at a
cost of $6,601,185, of which 224,700 shares were repurchased at a cost of
$974,974 during the three months ended March 31, 2000.

      On May 21, 1999 and in connection with the acquisition of the steel
bar businesses from Glynwed Steels, Niagara UK entered into a bank
facilities agreement (the "Facilities Agreement") with National Westminster
Bank Plc ("National Westminster"). The Facilities Agreement provides for a
(pound)10 million (approximately $16 million) seven-year term loan and a
(pound)9.8 million (approximately $15.7 million) three-year revolving
credit facility. The obligations of Niagara UK under the Facilities
Agreement are secured by standby letters of credit issued by M&T to
National Westminster (respectively, the "Term Letter of Credit" and the
"Revolving Letter of Credit," and, together, the "Letters of Credit") and
substantially all of the assets of Niagara UK (for the benefit of M&T).
Niagara UK's agreement to reimburse M&T for drawdowns under the Letters of
Credit is guaranteed by Niagara and Niagara US, which guarantees are
secured by substantially all of the assets of Niagara US on a second
priority basis. As consideration for the issuance of the Letters of Credit,
Niagara UK paid M&T a total of (pound)178,400 (approximately $285,440) at
the time of issuance and agreed to pay further annual fees (in monthly
installments) of 3% and 2.75% in respect of the Revolving and Term Letters
of Credit, respectively.

      Principal of the term loan under the Facilities Agreement amortizes
in monthly installments commencing on May 31, 2000 and ending on April 30,
2006. The principal repayment installments on the term loan escalate
throughout its term. Revolving credit loans made pursuant to the Facilities
Agreement are based upon a percentage of eligible inventory and will mature
on May 21, 2002. Interest of the term and revolving credit loans under the
Facilities Agreement accrue at the LIBOR rate (for periods specified by
Niagara UK from time to time) plus 15 basis points and is payable at the
conclusion of such interest periods.

      The purchase of the U.K. steel bar businesses was also financed
pursuant to (i) a (pound)3.75 million (approximately $6 million) equity
investment by Niagara in Niagara UK (the "Equity Investment"), (ii) a
(pound)3.75 million (approximately $6 million ) subordinated loan from
Niagara to Niagara UK which accrues interest at 7.5% per annum (the
"Subordinated Loan") and (iii) a (pound)2.5 million (approximately $4
million) non-interest bearing short-term loan from Niagara to Niagara UK
(the "Short-Term Loan"). The Equity Investment, the Subordinated Loan and
the Short-Term Loan were financed by borrowings under the Credit Agreement.
The Short-Term Loan was repaid during the third quarter of 1999.

      On August 23, 1999, Niagara UK entered into a three-year Invoice
Discounting Agreement (the "Discount Agreement") with Lombard Natwest
Discounting Limited ("Lombard") providing for up to (pound)20 million
(approximately $32.2 million) of advances to Niagara UK based upon a
formula tied to the receivables purchased by Lombard. Interest on such
advances accrues at the National Westminster base rate plus 2.25%. The
obligations of Niagara UK under the Discount Agreement are guaranteed by
Niagara and secured by substantially all of the assets of Niagara UK. In
connection with the execution of the Discount Agreement, the Revolving
Letter of Credit and the revolving credit facility under the Facilities
Agreement were reduced to (pound)4.9 million (approximately $7.9 million)
and subsequently reduced to (pound)2.5 million (approximately $4.0 million)
as of December 31, 1999.

      The Facilities and Discount Agreements carry restrictions on, among
other things, security interests, borrowed money, asset dispositions,
dividends, transactions with affiliates, capital expenditures, changes in
control and mergers and acquisitions. Also included in these agreements are
requirements regarding tangible net worth, the ratio of profit before
interest and taxes to interest and the ratio of current assets to current
liabilities. Niagara UK was in compliance with all of these requirements as
of March 31, 2000.

      In connection with the execution of the Facilities and Discount
Agreements, Niagara and Niagara UK entered into intercreditor agreements
which, among other things (i) restrict the payment of dividends in respect
of the Niagara UK shares, (ii) prohibit the repayment of the Subordinated
Loan until after the discharge of all of Niagara UK's liabilities under the
Facilities and Discount Agreements and (iii) permit the repayment of the
Short-Term Loan upon demand unless payments of principal or interest under
these agreement are owing, certain financial covenants in these agreements
have not been met or an event of default thereunder has occurred and is
continuing.

      At March 31, 2000, the Company had borrowed or been advanced
$44,785,000 under its revolving credit facilities and the Discount
Agreement and had approximately $33,000,000 in available credit thereunder,
and the outstanding balance of its term loans was $46,057,000. Working
capital of the Company at March 31, 2000 was $55,056,269 as compared to
$55,019,020 on December 31, 1999.


YEAR 2000

      The Company could be adversely affected if the information technology
or operating systems which it or its suppliers, customers or service
providers use do not properly accommodate the "Year 2000" dating changes
necessary to permit the recording of year dates for 2000 and later years.

      During the fourth quarter of 1999, the Company completed its Year
2000 readiness program. Under this program, the Company's personnel,
together with outside consultants and engineers, assessed the Company's
information technology and operating systems for Year 2000 readiness.
Management took steps to correct any problems identified by this assessment
or to minimize the impact of any interruptions or performance degradations
caused by the Year 2000. In addition, the Company inquired into the Year
2000 readiness status of its suppliers, customers and essential service
providers and formulated contingency plans to prepare for any Year 2000
issues.

      Since December 31, 1999, the Company has not experienced any
significant Year 2000 interruptions or performance degradations in any of
its internal systems. In addition, the Company has not experienced or been
notified of any such problems from its suppliers, customers or service
providers. However, because of the reliance on and involvement of a great
many third parties, and since it may take additional time for Year 2000
problems to emerge, disruptions in the Company's operations could still
occur which may have a material effect on the Company's results of
operations.

      Total costs associated with the Company's Year 2000 readiness program
have not been material to the Company's results of operations. Based on
current conditions and assessments as well as third party assurances,
management does not expect that such costs will be material to the
Company's results of operations in the future.


          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company's primary market risks include fluctuations in interest
rates, variability in interest rate spreads (i.e., prime to LIBOR spreads)
and exchange rate variability. The Company does not trade in derivative
financial instruments. Substantially all of the Company's non-trade
indebtedness relates to loans made pursuant to the Credit and Facilities
Agreements and advances under the Discount Agreement. Interest on the term
loan under the Credit Agreement accrues at either the LIBOR rate (for a
period specified by Niagara US from time to time) plus 210 basis points, or
M&T's prime rate plus 50 basis points. Interest on revolving credit loans
made pursuant to such agreement accrues at either 175 basis points above
the LIBOR rate (for a period specified by Niagara US from time to time) or
M&T's prime rate plus 25 basis points. Interest on the term and revolving
credit loans under the Facilities Agreement accrues at the LIBOR rate (for
a period specified by Niagara UK from time to time) plus 15 basis points.
Interest on advances under the Discount Agreement accrues at National
Westminster's base rate plus 2.25%. Management attempts to reduce market
risks associated with the fluctuations in interest rates through the
selection of LIBOR periods under the Credit and Facilities Agreements and
advance amounts under the Discount Agreement.

      The Company sells its products primarily to customers in North
America and Europe. Niagara UK's revenues are generally collected in the
local currency of its customers. To reduce the Company's sensitivity to
fluctuations in exchange rates, Niagara UK purchases foreign exchange
contracts in amounts and with expiration dates in line with customer
orders. Revenues from sales by Niagara US are collected exclusively in U.S.
dollars.

       CAUTIONARY STATEMENT FOR PURPOSES OF THE" SAFE HARBOR" PROVISIONS
                 OF THE PRIVATE SECURITIES REFORM ACT OF 1995

      The Private Securities Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Some of the statements in this Form
10-Q, including, without limitation, in "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," may constitute
forward-looking statements. When used in this Form 10-Q, the words "may,"
"will," "should," "could," "expects," "plans," "anticipates," "intends,"
"believes," "estimates," "predicts," "projects," "potential," "likely" or
"continue" and other similar expressions are intended to identify such
forward-looking statements. These statements involve known and unknown
risks, uncertainties and other factors, many of which are beyond the
control of the Company, that may cause the Company's actual results to be
materially different from those expressed or implied by such forward-
looking statements or in future filings by Niagara with the Securities and
Exchange Commission, in the Company's press releases and in oral statements
made by authorized officers of the Company. The factors discussed under
"CAUTIONARY STATEMENTS FOR PURPOSES OF THE 'SAFE HARBOR' PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" in Niagara's Report on
Form 10-K for the fiscal year ended December 31, 1999, among others, could
cause actual results to differ materially from those contained in
forward-looking statements made in this Form 10-Q.


                        PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

      Niagara US and Niagara UK are subject to extensive environmental laws
and regulations concerning, among other matters, water and air emissions
and waste disposal. Under such laws, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), Niagara US and Niagara UK may be responsible for costs required
to remove or remediate previously disposed wastes or hazardous substances
at locations owned or operated by them or at locations owned or operated by
third parties where they, or a company from which they acquired assets,
arranged for the disposal of such materials. Claims for such costs have
been made against LaSalle with respect to five such third-party sites.
Management believes that, in four cases, the volumes of the waste allegedly
attributable to LaSalle and the share of costs for which it may be liable
are de minimis. At three of these sites, LaSalle has entered into de
minimis settlement agreements resolving the pending claims of liability,
one of which awaits further governmental approval. In the fifth case,
LaSalle has entered into an agreement with a group of other companies
alleged to be responsible for remediation of the site in an effort to share
proportionately the cost of remediation. LaSalle and this group of
companies have also signed an Administrative Order on Consent with the
United States Environmental Protection Agency and agreed to perform a
limited remediation at the site. LaSalle has received an insurance
settlement in an amount that largely covers the financial contributions it
has been required to make for these sites through March 31, 2000. Because
liability under CERCLA and analogous state laws is generally joint and
several, and because further remediation work may be required at these
sites, LaSalle may be required to contribute additional funds. However,
based on its volumetric share of wastes disposed and the participation of
other potentially liable parties, management does not believe that
LaSalle's share of the additional costs will have a material adverse effect
on the Company's financial position or results of operations.

ITEM 2.  CHANGES IN  SECURITIES AND USE OF PROCEEDS.

                 Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

                 None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

                 Not applicable.

ITEM 5.  OTHER INFORMATION.

                 Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

            (a) Exhibits

      +3.1  Registrant's Restated Certificate of Incorporation, as amended
            on May 16, 1996.
      *3.2  Registrant's By-laws.
      *4.1  Form of Common Stock Certificate.
  !!!!!4.2  Revolving Credit and Term Loan Agreement, dated as of April 18,
            1997, by and among Niagara Cold Drawn Corp., LaSalle Steel
            Company, Manufacturers and Traders Trust Company (individually
            and as Agent), CIBC Inc. and National City Bank (the "Credit
            Agreement").
    +++4.3  First Amendment to the Credit Agreement, dated as of
            September 4, 1997.
    +++4.4  Second Amendment to the Credit Agreement, effective as of
            December 31, 1997.
    !!!4.5  Third Amendment to the Credit Agreement, effective May 15, 1998.
     **4.6  Fourth Amendment to the Credit Agreement, effective as of
            December 1, 1998.
   ****4.7  Fifth Amendment to the Credit Agreement, effective as of
            May 21, 1999.
  +++++4.8  Sixth Amendment to the Credit Agreement, effective as of
            December 31, 1999.
  !!!!!4.9  Stockholders Agreement, dated as of April 18, 1997, among the
            Registrant, Niagara Cold Drawn Corp., Michael J. Scharf, The
            Prudential Insurance Company of America, The Equitable Life
            Assurance Society of the United States and United States
            Fidelity and Guaranty Company.
    **4.10  Amended and Restated Promissory Note, dated December 15, 1998,
            made by Gilbert D. Scharf in favor of Niagara Corporation.
  ****4.11  Bank Facilities Agreement, dated May 21, 1999 between National
            Westminster Bank Plc and Niagara LaSalle (UK) Limited.
  ****4.12  Intercreditor Agreement, dated May 21, 1999, between National
            Westminster Bank Plc, Niagara Corporation and Niagara LaSalle
            (UK) Limited.
  ++++4.13  Invoice Discounting Agreement, dated August 23, 1999, between
            Niagara LaSalle (UK) Limited and Lombard Natwest Discounting
            Limited.
  ++++4.14  Intercreditor Agreement, dated August 23, 1999, between Lombard
            Natwest Discounting Limited, Niagara Corporation and Niagara
            LaSalle (UK) Limited.
  ++++4.15  Deed of Priority, dated August 23, 1999, between Lombard
            Natwest Discounting Limited, National Westminster Bank Plc,
            Manufacturers and Traders Trust Company, Niagara LaSalle (UK)
            Limited and Niagara Corporation.
   ***10.1  Employment Agreement, dated as of January 1, 1999, by and
            among Niagara Corporation, Niagara LaSalle Corporation and
            Michael Scharf.
    **10.2  Employment Agreement, dated August 16, 1995, between
            International Metals Acquisition Corporation, Niagara Cold
            Drawn Corp. and Frank Archer.
    **10.3  Employment Agreement, dated August 16, 1995, between
            International Metals Acquisition Corporation, Niagara Cold
            Drawn Corp. and Raymond Rozanski.
     !10.4  Amended and Restated Promissory Note made by Southwest Steel
            Company, Inc. in favor of the Cohen Family Revocable Trust,
            u/t/a dated June 15, 1988, in the principal amount of $898,000,
            dated January 31, 1996.
     !10.5  Guaranty, made by the Registrant in favor of the Cohen Family
            Revocable Trust, u/t/a dated June 15, 1988, dated January 31,
            1996.
    !!10.6  International Metals Acquisition Corporation 1995 Stock Option
            Plan.
  !!!!10.7  First Amendment to the International Metals Acquisition
            Corporation 1995 Stock Option Plan, dated October 5, 1996.
    ++10.8  Second Amendment to the Niagara Corporation 1995 Stock Option
            Plan, dated June 8, 1998.
    ++10.9  Niagara Corporation Employee Stock Purchase Plan.
   **10.10  First Amendment to Lease, dated May 4, 1998, between Niagara
            LaSalle Corporation and North American Royalties, Inc.
*****10.11  Sale of Business Agreement, dated April 16, 1999, between
            Glynwed Steels Limited, Glynwed International plc,
            Niagara  LaSalle (UK) Limited and Niagara Corporation
*****10.12  Property Agreement, dated April 16, 1999, between Glynwed
            Property Management Limited, Glynwed Properties Limited,
            Niagara LaSalle (UK) Limited, Niagara Corporation and Glynwed
            International plc.
*****10.13  Agreement For Lease of Unit 6-8 Eagle Industrial Estate, dated
            April 16, 1999, between Glynwed Property Management Limited,
            Glynwed Properties Limited, Niagara LaSalle (UK) Limited and
            Niagara Corporation.
+++++10.14  Form of Niagara LaSalle (UK) Limited Lease.
+++++10.15  Form of Niagara LaSalle (UK) Limited Side Deed.
+++++10.16  Form of Niagara LaSalle (UK) Limited Option Agreement.
+++++10.17  Form of Niagara LaSalle (UK) Limited Lease Renewal Deed.
     27     Financial Data Schedule.
--------------------------
     +  Incorporated by reference to exhibit 3.1 filed with the
        Registrant's Report on Form 10-Q for the quarter ended June 30,
        1996.
    ++  Incorporated by reference to Annexes to the Registrant's Proxy
        Statement for the Annual Meeting of Stockholders held on July 7,
        1998.
   +++  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-K for the fiscal year ended December 31, 1997.
  ++++  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-Q for the quarter ended September 30, 1999.
 +++++  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-K for the fiscal year ended December 31, 1999.
     *  Incorporated by reference to exhibits filed with the Registrant's
        Registration Statement on Form S-1, Registration No. 33-64682.
    **  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-K for the fiscal year ended December 31, 1998.
   ***  Incorporated by reference to exhibit 10.1 filed with the
        Registrant's Report on Form 10-K/A for the fiscal year ended
        December 31, 1998.
  ****  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 8-K, dated June 4, 1999.
 *****  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 8-K, dated April 27, 1999.
     !  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-K for the year ended December 31, 1995.
    !!  Incorporated by reference to Annex A to the Registrant's Proxy
        Statement for the Annual Meeting of Stockholders held on May 16,
        1996.
   !!!  Incorporated by reference to exhibit 4.8 to the Registrant's
        Report on Form 10-Q for the quarter ended June 30, 1998.
  !!!!  Incorporated by reference to exhibit 10.10 to the Registrant's
        Report on Form 10-K for the fiscal year ended December 31, 1996.
 !!!!!  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 8-K, dated May 2, 1997.

        (b) Reports on Form 8-K
            None.




                                 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.


Date: May 12, 2000               NIAGARA CORPORATION
                                 -------------------------------
                                      (Registrant)


                                 /s/ Michael Scharf
                                 -------------------------------
                                 Michael Scharf, President



Date: May 12, 2000               /s/ Raymond Rozanski
                                 --------------------------------
                                 Raymond Rozanski, Vice President
                                 and Treasurer




                               EXHIBIT INDEX

Exhibit No.               Description                            Page No.
-----------               ---------------                        --------

27                   Financial Data Schedule                        24