UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                  Form 10-Q/A

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

                      For the Quarter Ended June 30, 1997
                        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 office)

                                (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 June 30, 1997

      Common Stock, $.001 par value                       3,954,465
      -----------------------------                   -----------------
                 (Class)                              (Number of Shares)



                              EXPLANATORY NOTE

     This Amendment on Form 10-Q/A to the Quarterly Report on Form
10-Q of Niagara Corporation ("Niagara") for the quarter ended June 30, 1997
(the "Form 10-Q") amends and restates in their entirety Items 1 and 2 of 
Part I thereof. 

INDEX TO JUNE 30, 1997 FORM 10-Q/A

-----------------------------------------------------------------------------


                                                                        PAGE

PART I - FINANCIAL INFORMATION (UNAUDITED)

  FINANCIAL STATEMENTS (UNAUDITED):
      NIAGARA CORPORATION
            BALANCE SHEETS............................................     3
            STATEMENTS OF INCOME......................................   4-5
            STATEMENT OF STOCKHOLDERS' EQUITY.........................     6
            STATEMENTS OF CASH FLOWS..................................     7
            NOTES TO FINANCIAL STATEMENTS.............................  8-12

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS........................................ 13-15

SIGNATURES                                                                16


<TABLE>
<CAPTION>

                                                     NIAGARA CORPORATION
                                                        AND SUBSIDIARIES

                                                          BALANCE SHEETS

-----------------------------------------------------------------------------------------
                                                           December 31,          June 30,
                                                               1996 (a)          1997 (b)
-----------------------------------------------------------------------------------------
                                                                              (unaudited)

ASSETS
CURRENT:

<S>                                                        <C>             <C>           
  Cash and cash equivalents                                $  1,587,927    $    3,828,135
  Trade accounts receivable, net of allowance for
    doubtful accounts                                         5,952,896        27,543,946
  Inventories                                                14,446,473        38,768,009
  Other current assets                                          253,078           499,668
------------------------------------------------------------------------------------------
        TOTAL CURRENT ASSETS                                 22,240,374        70,639,758
PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED
  DEPRECIATION                                               21,649,219        91,227,403
INTANGIBLE ASSETS                                             2,543,294        12,232,095
OTHER ASSETS, NET                                               914,928         2,087,321
------------------------------------------------------------------------------------------
                                                           $ 47,347,815     $ 176,186,577
==========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
  Trade accounts payable                                   $  4,109,731     $  26,041,173
  Accrued expenses and other current                          4,380,691        16,060,823
  Current maturities of long-term debt                        1,662,039         1,139,491
------------------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                              10,152,461        43,241,487
------------------------------------------------------------------------------------------
LONG-TERM DEBT, LESS CURRENT MATURITIES                      18,075,147        83,277,692
------------------------------------------------------------------------------------------
DEFERRED POST RETIREMENT AND PENSION                                           27,919,848
------------------------------------------------------------------------------------------
DEFERRED INCOME TAXES                                         3,594,000         3,514,000
------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value - shares
    authorized 500,000;
    none outstanding                                                  -                 -
  Common stock, $.001 par value - shares authorized
    15,000,000;outstanding 3,668,750 and 3,954,465                3,669             3,955
  Additional paid-in capital                                 15,560,127        16,881,273
  Retained earnings (deficit)                                  (37,589)         1,348,322
------------------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                             15,526,207        18,233,550
------------------------------------------------------------------------------------------
                                                           $ 47,347,815     $ 176,186,577
==========================================================================================
</TABLE>

(a) Includes the balance sheets of Niagara Corporation and Niagara Cold 
    Drawn Corp.

(b) Includes the balance sheets of Niagara Corporation, Niagara Cold 
    Drawn Corp. and LaSalle Steel Company.

                            See accompanying notes to financial statements.



<TABLE>
<CAPTION>


                                                           NIAGARA CORPORATION
                                                              AND SUBSIDIARIES

                                                          STATEMENTS OF INCOME
                                                               (UNAUDITED)
=========================================================================================

<S>                                                        <C>                   <C>     
Three months ended June 30,                                1996 (a)              1997 (b)
------------------------------------------------------------------------------------------
NET SALES                                             $  21,618,202         $  69,397,329

COST OF PRODUCTS SOLD                                    18,579,650            59,468,687
------------------------------------------------------------------------------------------
    GROSS PROFIT                                          3,038,552             9,928,642

OPERATING EXPENSES:
  Selling, general and administrative                     2,173,658             6,492,529
------------------------------------------------------------------------------------------
      INCOME FROM OPERATIONS                                864,894             3,436,113

OTHER INCOME (EXPENSE):
  Interest income                                            19,281                11,990
  Interest expense                                         (338,197)           (1,750,031)
------------------------------------------------------------------------------------------
      INCOME BEFORE TAXES ON INCOME                         545,978             1,698,072

TAXES ON INCOME                                             197,000               662,612
------------------------------------------------------------------------------------------
NET INCOME FOR THE PERIOD                               $   348,978         $   1,035,460
==========================================================================================
NET INCOME PER SHARE                                    $       .10         $         .27
==========================================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                3,668,750             3,901,090
==========================================================================================
</TABLE>

(a) Includes the results of Niagara Corporation, Niagara Cold Drawn Corp. 
    and Southwest Steel Company, Inc. from April 1, 1996.  On November 1, 
    1996, Southwest Steel Company, Inc. was merged into Niagara Cold Drawn 
    Corp.

(b) Includes the results of Niagara Corporation, Niagara Cold Drawn Corp. 
    and LaSalle Steel Company from April 1, 1997.

                           See accompanying notes to financial statements.



                                                          NIAGARA CORPORATION
                                                             AND SUBSIDIARIES

                                                         STATEMENTS OF INCOME
                                                               (UNAUDITED)
============================================================================
Six months ended June 30,                         1996 (a)         1997 (b)
----------------------------------------------------------------------------
NET SALES                                     $ 40,421,929     $ 90,582,209
COST OF PRODUCTS SOLD                           34,633,352       77,636,244
----------------------------------------------------------------------------
    GROSS PROFIT                                 5,788,397       12,945,965
OPERATING EXPENSES:
  Selling, general and administrative            4,186,558        8,571,274
----------------------------------------------------------------------------
      INCOME FROM OPERATIONS                     1,601,839        4,374,691
OTHER INCOME (EXPENSE):
  Interest income                                   44,572           26,471
  Interest expense                                (636,197)      (2,146,819)
----------------------------------------------------------------------------
      INCOME BEFORE TAXES ON INCOME              1,010,214        2,254,343
TAXES ON INCOME                                    364,000          868,432
----------------------------------------------------------------------------
NET INCOME FOR THE PERIOD                     $    646,214      $ 1,385,911
============================================================================
NET INCOME PER SHARE                          $        .18      $       .37
============================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING       3,668,750        3,785,562
============================================================================

(a) Includes the results of Niagara Corporation and Niagara Cold Drawn Corp. 
    from January 1, 1996 and the results of Southwest Steel Company, Inc. 
    from February 1, 1996.

(b) Includes the results of Niagara Corporation and Niagara Cold Drawn 
    Corp. from January 1, 1997 and the results of LaSalle Steel Company 
    from April 1, 1997.

                           See accompanying notes to financial statements.



<TABLE>
<CAPTION>


                                                                               NIAGARA CORPORATION
                                                                                  AND SUBSIDIARIES
   
                                                                 STATEMENT OF STOCKHOLDERS' EQUITY
                                                                                       (UNAUDITED)

========================================================================================================
Period January 1, 1997 to June 30, 1997
--------------------------------------------------------------------------------------------------------
                                   Common Stock                               
                                 --------------------    Additional
                                 Number of                 paid-in      Retained earnings
                                  shares       Amount      capital          (deficit)          Total
--------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>       <C>              <C>              <C>         
BALANCE, JANUARY 1, 1997         3,668,750     $3,669    $15,560,127      $   (37,589)     $ 15,526,207
Shares issued (a)                  285,715        286      1,321,146                -         1,321,432
Net income for the period                -          -              -         1,385,911        1,385,911
--------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1997           3,954,465     $3,955    $16,881,273      $  1,348,322     $ 18,233,550
=======================================================================================================
</TABLE>

(a)On April 18, 1997, Niagara Corporation issued 285,715 shares of common
   stock in connection with the subordinated debt portion of the financing for
   the acquisition of LaSalle Steel Company. (See note 1)

                              See accompanying notes to financial statements.


<TABLE>
<CAPTION>


                                                           NIAGARA CORPORATION
                                                              AND SUBSIDIARIES

                                                      STATEMENTS OF CASH FLOWS
                                                                   (UNAUDITED)
==========================================================================================
<S>                                                        <C>                   <C>     
Six months ended June 30,                                  1996 (a)              1997 (b)
------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                             $  646,214           $ 1,385,911
------------------------------------------------------------------------------------------
  Adjustments to reconcile net income to
    net cash provided
    by (used in) operating activities:
      Depreciation and amortization                         847,736             2,304,092
      Deferred income taxes                                (112,000)               80,000
      Provision for doubtful accounts                        37,000                40,903
      Changes in assets and liabilities,
        net of effects from purchase of 
        Southwest in 1996 and LaSalle in
        1997:
         Increase in accounts receivable                 (1,403,136)           (2,601,675)
         Decrease (increase) in inventories               3,643,111               (63,092)
         Increase in other current assets                   (93,781)             (125,598)
         Increase (decrease) in other
           assets, net                                     (305,392)              337,401
         Increase (decrease) in trade
           accounts payable and accrued 
           expenses                                        (182,918)            5,349,038
------------------------------------------------------------------------------------------
             TOTAL ADJUSTMENTS                            2,430,620             5,321,069
------------------------------------------------------------------------------------------
             NET CASH PROVIDED BY (USED IN)
               OPERATING ACTIVITIES                       3,076,834             6,706,980
------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Southwest, net of cash
    acquired                                             (3,004,999)                    -
  Acquisition of LaSalle, net of cash
    acquired                                                      -           (67,240,635)
  Acquisitions of fixed assets, net                      (2,422,091)           (1,362,269)
------------------------------------------------------------------------------------------
             NET CASH USED IN INVESTING ACTIVITIES       (5,429,090)          (68,602,904)
------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from financing                             1,630,574            65,701,213
  Financing fees                                                               (1,565,081)
------------------------------------------------------------------------------------------
             NET CASH PROVIDED BY FINANCING ACTIVITY                           64,136,132
------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                              (719,682)            2,240,208
------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                  2,186,897             1,587,927
------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $ 1,467,215           $ 3,828,135
===========================================================================================
</TABLE>

(a) Includes the cash flows of Niagara Corporation and Niagara Cold Drawn
    Corp. from January 1, 1996 and the cash flows of Southwest Steel
    Company, Inc. from February 1, 1996.

(b) Includes the cash flows of Niagara Corporation and Niagara Cold Drawn
    Corp. from January 1, 1997 and the cash flows of LaSalle Steel Company
    from April 1, 1997.

                           See accompanying notes to financial statements.





                                                         NIAGARA CORPORATION
                                                            AND SUBSIDIARIES

                           NOTES TO FINANCIAL STATEMENTS - INFORMATION AS OF
                                     JUNE 30, 1997 AND FOR THE PERIODS ENDED
                                        JUNE 30, 1996 AND 1997 IS UNAUDITED.
=============================================================================


1.  BASIS OF               The accompanying financial statements are  
    PRESENTATION           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 notes thereto as of and for the
                           year ended December 31, 1996.

2.  ACQUISITION OF         On April 18, 1997, Niagara Corporation ("Niagara")
      LASALLE              and Niagara Cold Drawn Corp. ("Niagara Cold Drawn")  
                           entered into a stock purchase agreement with
                           Quanex Corporation ("Quanex"), pursuant to
                           which, and at a closing occurring simultaneously
                           therewith, Niagara Cold Drawn purchased from
                           Quanex all of the outstanding shares of capital
                           stock of LaSalle Steel Company ("LaSalle").
                           Pursuant to the LaSalle stock purchase agreement
                           and in consideration for the sale of the LaSalle
                           shares (i) Niagara Cold Drawn paid Quanex
                           $65,500,000 in cash at the closing and (ii)
                           Quanex or Niagara Cold Drawn, as the case may
                           be, will pay the other an amount based on
                           changes in LaSalle's stockholder's equity
                           between October 31, 1996 and March 31, 1997. The
                           LaSalle stock purchase agreement also provides
                           that Quanex or Niagara Cold Drawn, as the case
                           may be, pay the other an amount based on cash
                           activity in the intercompany account between
                           Quanex and LaSalle from April 1, 1997 through
                           April 18, 1997. The acquisition was accounted
                           for as a purchase and the financial statements
                           include the results of LaSalle from April 1,
                           1997. The transaction purchase price including
                           acquisition costs and other estimated
                           liabilities at acquisition date was
                           approximately $70,000,000. The purchase price
                           exceeded LaSalle's stockholder's equity by
                           approximately $56,000,000, and based on an
                           appraisal, the excess was primarily allocated to
                           property, plant and equipment.

                           The acquisition of LaSalle and the refinancing
                           of existing Niagara Cold Drawn indebtedness was
                           financed pursuant to (i) a revolving credit and
                           term loan agreement with Niagara Cold Drawn and
                           LaSalle (guaranteed by Niagara), providing for a
                           $50,000,000 three-year revolving credit facility
                           and a $40,000,000 term loan and (ii) the
                           issuance and sale of $20,000,000 aggregate
                           principal amount of 12.5% senior subordinated
                           notes of Niagara Cold Drawn due April 18, 2005.
                           In connection with the subordinated debt portion
                           of this financing, the purchasers of these notes
                           were issued 285,715 shares of Niagara common
                           stock. 

                           Pro forma results of operations, assuming
                           the acquisition had occurred on January 1, 1996,
                           are unaudited and detailed below. Pro forma
                           adjustments primarily include additional
                           depreciation and amortization on excess purchase
                           price allocated to property, plant, equipment
                           and intangible assets and additional interest
                           expense related to debt incurred for the
                           acquisition.  

                           This pro forma data does not purport to be 
                           indicative of the results which actually would 
                           have been obtained had such transactions been 
                           completed as of the assumed dates or of the results 
                           which may be obtained in the future.

                           -------------------------------------------------
                           SIX MONTHS ENDED      June 30, 1996 June 30, 1997
                           -------------------------------------------------
                           NET SALES             $126,095,929   $134,831,209
                           NET INCOME            $    803,152   $  1,171,045
                           NET INCOME PER SHARE  $        .22   $        .30
                           -------------------------------------------------

3.  INVENTORIES            Inventories consisted of the following:

                                            December 31,      June 30,
                                               1996            1997

                           Raw materials     $6,302,827     $18,468,743
                           Work-in-process    1,252,278       6,494,761
                           Finished goods     6,891,368      13,592,454
                           --------------------------------------------------
                                            $14,446,473     $38,768,009
                           ==================================================

                           Inventories are stated using the LIFO method.

4.  CONTINGENCIES          On January 31, 1996, Niagara Cold Drawn entered 
                           into a stock purchase agreement with the
                           stockholders of Southwest Steel Company, Inc.
                           ("Southwest"), pursuant to which, and
                           simultaneously therewith, Niagara Cold Drawn
                           purchased all of the outstanding capital stock
                           of Southwest for $1,920,000 in cash and
                           $1,156,773 principal amount of Niagara Cold
                           Drawn promissory notes guaranteed by Niagara. On
                           May 8, 1996, pursuant to the provisions of the
                           Southwest stock purchase agreement, Niagara Cold
                           Drawn asserted indemnification claims in the
                           aggregate amount of approximately $1,300,000
                           against the former Southwest stockholders. On
                           May 22, 1996, Niagara Cold Drawn brought an
                           action against such stockholders relating to
                           these claims. The defendants have denied
                           liability in their answer. On January 17, 1997,
                           Niagara Cold Drawn notified the former Southwest
                           stockholders that in light of the ongoing claim
                           for indemnification, Niagara Cold Drawn was
                           asserting its common law right of offset and
                           would not be making principal and interest
                           payments (the first of which was due on January
                           31, 1997) under the terms of the promissory
                           notes issued to such individuals in connection
                           with the acquisition.

                           Under applicable state and federal laws,
                           including the Comprehensive Environmental
                           Response, Compensation and Liability Act of 1980
                           as amended ("CERCLA"), LaSalle may be
                           responsible for parts of the costs required to
                           remove or remediate previously disposed wastes
                           or hazardous substances at the locations LaSalle
                           owns or operates or at which it arranged for
                           disposal of such materials. The costs are
                           largely covered by insurance, in certain cases
                           LaSalle is classified as a de minimis
                           contributor and a reserve has been established
                           for these matters which management believes is
                           adequate. Niagara believes any settlement of
                           these matters will not have a material adverse
                           effect on its financial position. Niagara Cold
                           Drawn and LaSalle are also subject to federal,
                           state and local environmental laws and
                           regulations concerning, among other matters,
                           water emissions and waste disposal. Management
                           believes that both companies currently are in
                           material compliance with all applicable
                           environmental laws and regulations.

                           Under Niagara Cold Drawn's insurance programs,
                           coverage is obtained for catastrophic exposures
                           as well as those risks required to be insured by
                           law or contract. It is the policy of Niagara
                           Cold Drawn 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 Niagara Cold
                           Drawn'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.

5.  SUBSEQUENT EVENTS      Pursuant to the LaSalle stock purchase agreement, 
                           Quanex or Niagara Cold Drawn, as the case may
                           be, will pay the other an amount based on
                           changes in LaSalle's stockholder's equity
                           between October 31, 1996 and March 31, 1997. On
                           July 2, 1997, Niagara and Niagara Cold Drawn
                           submitted to Quanex a statement disputing the
                           amounts reflected on the balance sheet of
                           LaSalle as of March 31, 1997 for inventory
                           reserves, doubtful account allowances and
                           certain accrued expenses and reserves, in the
                           aggregate amount of $2,136,584. Any dispute
                           between Niagara and Quanex concern ing such
                           financial statements is subject to binding
                           arbitration by an indepen dent accounting firm.
                           There is no assurance that these disputed items
                           will be resolved in favor of Niagara and Niagara
                           Cold Drawn.



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

     Niagara was organized in April of 1993. With the acquisition of
Niagara Cold Drawn in August 1995, Niagara entered the cold finished steel
bar industry. With plants in Buffalo, New York and Chattanooga, Tennessee,
Niagara Cold Drawn had an established position in the northeast and
southeast regions of the United States cold finished steel bar market.

     In January 1996, Niagara Cold Drawn acquired Southwest. During 1996,
Southwest completed construction of a new plant outside of Dallas, Texas
and closed existing facilities in Tulsa, Oklahoma. With this acquisition,
Niagara gained an established position in the southwest region of the
United States because Southwest was the leading cold finished steel bar
producer servicing that area.

     In April 1997, Niagara Cold Drawn completed its acquisition of
LaSalle, which has plants in Hammond and Griffith, Indiana. This
acquisition gave Niagara Cold Drawn a strong market position in the midwest
region of the United States and broadened Niagara Cold Drawn's product
range by adding thermal treated and chrome plated bars to its product
range.

     After the acquisition of LaSalle, Niagara became the largest
independent producer of cold finished steel bars in the United States. The
geographic position of Niagara's plants create competitive advantages
because of freight savings and the ability to supply efficiently multiple
locations of steel service center companies.

     THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH JUNE 30, 1996

     Net sales for the three months ended June 30, 1997 were $69,397,239,
representing an increase of $47,779,127, or 221%, over the same period in
1996. This increase resulted primarily from the acquisition of LaSalle.

     Cost of sales for the three months ended June 30, 1997 increased by
$40,889,037 to $59,468,687, representing an increase of 220% over the same
period in 1996. This increase was primarily attributable to the increase in
sales. Gross margins for the second quarter of 1997 were unchanged.

     Selling, general and administrative expenses for the three months
ended June 30, 1997 increased by $4,318,871 to $6,492,529, or 9.4% of
sales, compared to 10.1% of sales for the same period in 1996. This dollar
increase was due to the increased sales and the decline as a percentage of
sales was caused by the consolidation of the LaSalle and Niagara Cold Drawn
sales forces and other personnel reductions at LaSalle.

     Net interest expense for the three months ended June 30, 1997
increased $1,419,125 to $1,738,041, due primarily to the increased level of
debt incurred in connection with the acquisition of LaSalle.

     Net income for the three months ended June 30, 1997 was $1,035,460, an
increase of $686,482, or approximately 197%, as compared to the net income
for the three months ended June 30, 1996. Of this increase, 154% was
attributable to the acquisition of LaSalle and 43% was attributable to
pre-existing operations.


         SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH JUNE 30, 1996

     Net sales for the six months ended June 30, 1997 were $90,582,209,
representing an increase of $50,160,280, or 124%, over the same period in
1996. This increase resulted primarily from the acquisition of LaSalle.

     Cost of sales for the six months ended June 30, 1997 increased by
$43,002,892 to $77,636,244, representing an increase of 124% over the same
period in 1996. This increase was primarily attributable to the increase in
sales. Gross margins for the first half of 1997 were unchanged from those
in 1996.

     Selling, general and administrative expenses for the six months ended
June 30, 1997 increased by $4,384,716 to $8,571,274, or 9.5% of sales,
compared to 10.4% of sales for the same period in 1996. This increase was
primarily due to the increased sales, and the decline as a percentage of
sales was caused by the consolidation of the LaSalle and Niagara Cold Drawn
sales forces and other personnel reductions at LaSalle.

     Net interest expense for the six months ended June 30, 1997 increased
$1,528,723 to $2,120,348, due primarily to the increased level of debt
incurred in connection with the acquisition of LaSalle.

     Net income for the six months ended June 30, 1997 was $1,385,911, an
increase of $739,697, or approximately 115%, over the net income for the
six months ended June 30, 1996. Of this increase, 154% was attributable to
the acquisition of LaSalle and 43% was attributable to pre-existing
operations.

     On a pro forma basis, and as disclosed in Note 2 to the financial
statements, net income for the six months ended June 30, 1997 was
1,171,045 compared to $803,152 for the same period in 1996.  This increase
resulted primarily from an increase in sales of $8,735,280.


     LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 1997, Niagara had a $3,828,135 in cash and cash
equivalents. Such funds are used for working capital and other corporate
purposes.

     Cash flows provided by operations were $6,706,980 for the six months
ended June 30, 1997 (which included cash flows of LaSalle from April 1,
1997) compared to $3,076,834 for the six months ended June 30, 1996 (which
included the cash flows of Southwest from February 1, 1996). This increase
of $3,630,146 over the same period in 1996 is primarily attributable to an
increase of $739,697 in net income, an increase of $1,456,356 in
depreciation and amortization, an increase of $5,531,956 in accounts
payable and accrued expenses, a decrease of $642,793 in other assets and
offset by a $1,198,537 increase in accounts receivable and a $3,706,203
increase in inventories.

     The increase in trade accounts payable and accrued expenses of
$5,531,956 over the comparable period in 1996 consisted primarily of a
$2,138,600 increase in accounts payable (due to the timing of receipt of
raw materials and resultant payment due dates) and increases in accrued
expenses at June 30, 1997, including $550,802 of fees associated with the
closing of the LaSalle acquisition, $819,002 in interest expense payable,
$500,000 in employee profit sharing expense payable and $916,013 in federal
and state income taxes payable.

     Cash flows provided by operations during the six months ended June 30, 
1997 together with the financing discussed in more detail below (net proceeds 
of $64,136,132) were utilized in the acquisition of LaSalle ($67,240,635 
including $65,500,000 paid at closing and certain acquisition costs) and 
$1,362,269 in acquisition of fixed assets for Niagara's various manufacturing 
facilities.

     Niagara's principal long-term liquidity requirement has been and is
expected to be the funding of capital expenditures to modernize, improve
and expand its facilities, machinery and equipment. Capital expenditures
for the six months ended June 30, 1997 totaled approximately $1,360,000
compared to approximately $2,422,000 for the same period in 1996.

     On April 18, 1997 and in connection with the acquisition of LaSalle,
Niagara Cold Drawn and LaSalle entered into a revolving credit and term
loan agreement (the "Credit Agreement") with Manufacturers and Traders
Trust Company ("M&T"), CIBC Inc. and National City Bank. The Credit
Agreement provides for a $50,000,000 revolving credit facility and a
$40,000,000 term loan. The obligations of Niagara Cold Drawn and LaSalle
under the Credit Agreement are guaranteed by Niagara and secured by
substantially all of the assets of Niagara Cold Drawn and LaSalle. In
addition, all of the outstanding capital stock of Niagara Cold Drawn and
LaSalle was pledged to M&T, as Agent. In connection with the execution of
the Credit Agree ment, Niagara Cold Drawn terminated its previously
existing term loan and revolving credit agreements with M&T.

     Principal of the term loan under the Credit Agreement amortizes in
monthly installments commencing on November 1, 1997 and ending on April 1,
2004. The principal repayment installments on the term loan escalate
throughout the term of such loan. Interest on the term loan is payable in
monthly installments either at the LIBOR rate (for a period specified by
Niagara Cold Drawn from time to time) plus 285 basis points, or M&T's prime
rate plus 50 basis points. Revolving credit loans made pursuant to the
Credit Agreement will be based on a percentage of eligible accounts
receivable and inventory and will mature on April 17, 2000. Interest on
such loans is payable in monthly installments and will be either 250 basis
points above the LIBOR rate (for a period specified by Niagara Cold Drawn
from time to time) or M&T's prime rate plus 25 basis points.

     Note and stock purchase agreements were entered into on April 18,
1997, by and among Niagara, Niagara Cold Drawn, LaSalle and, respectively,
The Prudential Insurance Company of America, The Equitable Life Assurance
Society of the United States and United States Fidelity and Guaranty
Company (collectively, the "Note and Stock Purchase Agreements") providing
for, among other things, the issuance and sale of $20,000,000 aggregate
principal amount of 12.5% senior subordinated notes of Niagara Cold Drawn
due April 18, 2005 (the "Notes"). In connection with this financing, the
purchasers of the Notes were issued 285,715 shares of Niagara common stock.

     The Note and Stock Purchase Agreements also provide for the payment of
interest on the outstanding principal amount of the Notes on each April 18
and October 18 until such principal has been paid in full. Niagara Cold
Drawn may at any time on or after August 13, 2000 prepay all or part of the
amount owing under the Notes at amounts ranging from 112.5% to 100% of the
outstanding principal amount (plus accrued interest). Niagara Cold Drawn is
obligated to prepay the Notes at 107% of the outstanding principal amount
(plus accrued interest) with the net proceeds from any exercise of Niagara's 
warrants.

     The Credit Agreement and the Note and Stock Purchase Agreements carry
restrictions on, among other things, indebtedness, liens, capital
expenditures, dividends, asset dispositions and changes in control of
Niagara and Niagara Cold Drawn, and require minimum levels of net worth
through maturity. Also included in these agreements 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 was in
compliance with all of these requirements as of June 30, 1997.

     At June 30, 1997, Niagara Cold Drawn had borrowed $23,000,000 under
its revolving credit facility and had $25,419,000 in available credit
thereunder. Working capital of Niagara and its subsidiaries at June 30,
1997 was $27,398,271 as compared to $12,087,913 on December 31, 1996.



                                 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: October 27, 1997           NIAGARA CORPORATION
                                 --------------------
                                       (Registrant)

                                 /s/ GILBERT D. SCHARF
                                 ----------------------------------
                                 Gilbert D. Scharf, Vice President


Date: October 27, 1997           /s/ GILBERT D. SCHARF
                                 ----------------------------------
                                 Gilbert D. Scharf, Principal 
                                    Accounting Officer