UNITED STATES
                       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 September 30, 2003

                         Commission File Number 0-22206


                              NIAGARA CORPORATION
                         ------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
                             ----------------------
                        (State or Other Jurisdiction of
                         Incorporation or Organization)


                                  59-3182820
                            -----------------------
                                (I.R.S. Employer
                             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____.
                                             ------
         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes ____  No   X
            ------

         There were 8,238,517 shares of the registrant's Common Stock
outstanding as of September 30, 2003.


<PAGE>
NIAGARA CORPORATION

INDEX TO SEPTEMBER 2003 FORM 10-Q
-----------------------------------------------------------------------------
                                                                        PAGE
                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):
           NIAGARA CORPORATION
                  CONSOLIDATED BALANCE SHEETS...........................   3
                  CONSOLIDATED STATEMENTS OF OPERATIONS.................   4
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY........   6
                  CONSOLIDATED STATEMENTS OF CASH FLOWS.................   7
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS................................  22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .....  32

ITEM 4. CONTROLS AND PROCEDURES ........................................  33

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS .............................................  34

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS......................  34

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES................................  34

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...........  35

ITEM 5.  OTHER INFORMATION .............................................  35

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ..............................  35

SIGNATURES..............................................................  37


<PAGE>

<TABLE>
<CAPTION>
                                                                                                             Niagara Corporation
                                                                                                                and Subsidiaries

                                                                                                     Consolidated Balance Sheets
--------------------------------------------------------------------------------------------------------------------------------


                                                                                          December 31,          September 30,
                                                                                                  2002                  2003
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  (unaudited)

<S>                                                                                         <C>                    <C>
Assets

Current:

   Cash and cash equivalents                                                               $ 5,561,090            $ 1,171,448

   Trade accounts receivable, net of allowance for doubtful accounts of
      $1,347,000 and $1,133,000                                                             34,283,089             39,376,764

   Inventories                                                                              55,662,799             57,661,951

   Deferred income taxes                                                                     1,953,000              2,040,705

   Other current assets                                                                      3,146,316              3,076,664

--------------------------------------------------------------------------------------------------------------------------------
        Total current assets                                                               100,606,294            103,327,532

Property, plant and equipment, net of accumulated depreciation and
   amortization of $50,619,348 and $57,608,189                                              85,775,275             81,585,777

Goodwill                                                                                     1,904,499              1,904,499

Deferred financing costs, net of accumulated amortization of $627,252
   and $710,268                                                                                147,748                118,161

Intangible pension asset                                                                       318,000                279,000

Other assets                                                                                   444,333                283,711
--------------------------------------------------------------------------------------------------------------------------------

                                                                                         $ 189,196,149           $187,498,680

================================================================================================================================
Liabilities and Stockholders' Equity

Current liabilities:

   Accounts payable                                                                       $ 37,656,820           $ 39,325,694

   Accrued expenses                                                                         11,455,990             15,595,316

   Current maturities of long-term debt                                                      7,509,462              8,218,157
--------------------------------------------------------------------------------------------------------------------------------
        Total current liabilities                                                           56,622,272             63,139,167

Other:

   Long-term debt, less current maturities                                                  63,816,781             54,235,662

   Accrued pension cost                                                                      6,729,000              5,396,250

   Accrued other postretirement benefits                                                     4,747,067              4,790,934

   Deferred income taxes                                                                     9,602,000              9,378,000

   Other noncurrent liabilities                                                                250,667                213,783

--------------------------------------------------------------------------------------------------------------------------------
        Total liabilities                                                                  141,767,787            137,153,796
--------------------------------------------------------------------------------------------------------------------------------
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                                                                        13,525,271             16,084,439

   Accumulated other comprehensive loss                                                     (7,968,898)            (7,611,544)
--------------------------------------------------------------------------------------------------------------------------------
                                                                                            55,678,046             58,594,568

   Treasury stock, at cost, 1,758,938 shares                                                (8,249,684)            (8,249,684)
--------------------------------------------------------------------------------------------------------------------------------
        Total stockholders' equity                                                          47,428,362             50,344,884
--------------------------------------------------------------------------------------------------------------------------------
                                                                                         $ 189,196,149          $ 187,498,680
================================================================================================================================
                                                                                 See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                                                             NIAGARA CORPORATION
                                                                                                                AND SUBSIDIARIES

                                                                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                                     (UNAUDITED)

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

Three months ended September 30,                                                               2002                       2003
-------------------------------------------------------- -------------------------------------------- ---------------------------
<S>                                                                                   <C>                        <C>
NET SALES                                                                             $  67,650,129              $  69,786,319
COST OF PRODUCTS SOLD                                                                    60,779,508                 62,253,623
-------------------------------------------------------- -------------------------------------------- ---------------------------
        GROSS PROFIT                                                                      6,870,621                  7,532,696
OPERATING (EXPENSES) INCOME:
   Selling, general and administrative                                                   (6,618,897)                (6,632,262)

   Gain on sale of property                                                               2,906,834                    565,092
-------------------------------------------------------- -------------------------------------------- ---------------------------
        INCOME FROM OPERATIONS                                                            3,158,558                  1,465,526

OTHER INCOME (EXPENSE):
   Interest expense                                                                        (889,866)                  (745,742)
   Other income                                                                               2,563                     87,107
-------------------------------------------------------- -------------------------------------------- ---------------------------
        INCOME BEFORE INCOME TAXES                                                        2,271,255                    806,891

PROVISION FOR INCOME TAXES                                                                  880,000                    240,000
-------------------------------------------------------- -------------------------------------------- ---------------------------
NET INCOME                                                                            $   1,391,255             $      566,891
================================================================================================================================
NET INCOME PER SHARE (BASIC AND DILUTED)                                              $         .17             $          .07
================================================================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  (BASIC AND DILUTED)                                                                     8,238,517                  8,238,517
================================================================================================================================

                                                                   See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                                                           NIAGARA CORPORATION
                                                                                                              AND SUBSIDIARIES

                                                                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                                    (UNAUDITED)

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

Nine months ended September 30,                                                               2002                          2003
-------------------------------------------------------- -------------------------------------------- ---------------------------
<S>                                                                                 <C>                          <C>
NET SALES                                                                           $  197,223,228                $ 222,537,317
COST OF PRODUCTS SOLD                                                                  175,467,176                  197,142,367
-------------------------------------------------------- -------------------------------------------- ---------------------------
        GROSS PROFIT                                                                    21,756,052                   25,394,950
OPERATING (EXPENSES) INCOME:

   Selling, general and administrative                                                 (19,029,165)                 (19,916,045)

   Gain on sale of property                                                              2,906,834                      450,257
-------------------------------------------------------- -------------------------------------------- ---------------------------
        INCOME FROM OPERATIONS                                                           5,633,721                    5,929,162

OTHER INCOME (EXPENSE):
   Interest expense                                                                     (2,707,440)                  (2,362,242)
   Other income                                                                            214,771                      252,248
-------------------------------------------------------- -------------------------------------------- ---------------------------
        INCOME BEFORE INCOME TAXES                                                       3,141,052                    3,819,168
PROVISION FOR INCOME TAXES                                                               1,825,000                    1,260,000
-------------------------------------------------------- -------------------------------------------- ---------------------------
NET INCOME                                                                               1,316,052                $   2,559,168
================================================================================================================================
NET INCOME PER SHARE (BASIC AND DILUTED)                                            $          .16                $         .31
================================================================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  (BASIC AND DILUTED)                                                                    8,238,517                    8,238,517
================================================================================================================================

                                                                                See accompanying notes to financial statements.

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                                                                                           NIAGARA CORPORATION
                                                                                                              AND SUBSIDIARIES

                                                                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                                                                                   (UNAUDITED)

================================================================================================================================
Nine months ended September 30, 2003
--------------------------------------------------------------------------------------------------------------------------------
                                       Common Stock
                                -------------------------                           Accumulated other                  Total
                                   Number of    Amount     Additional     Retained   comprehensive      Treasury   stockholders'
                                    shares               paid-in capital  earnings    income (loss)  stock at cost    equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>       <C>           <C>            <C>            <C>           <C>
BALANCE, JANUARY 1, 2003          9,997,455     $9,998    $50,111,675   $13,525,271    $(7,968,898)   $(8,249,684)  $47,428,362

Comprehensive income:

   Net income for the period              -          -              -     2,559,168              -              -     2,559,168

   Foreign currency
   translation
   adjustment (Note 2)                    -          -              -             -        357,354              -       357,354
---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                -          -              -             -              -              -     2,916,522
=================================================================================================================================
BALANCE, SEPTEMBER 30, 2003       9,997,455     $9,998    $50,111,675   $16,084,439    $(7,611,544)   $(8,249,684)  $50,344,884
=================================================================================================================================


                                                                    See accompanying notes to consolidated financial statements.


</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             NIAGARA CORPORATION
                                                                                                                AND SUBSIDIARIES

                                                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                     (UNAUDITED)
=================================================================================================================================
Nine months ended September 30,                                                            2002                         2003
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                                                                      $     1,316,052          $      2,559,168
----------------------------------------------------------------------------------------------------------------------------------

   Adjustments to reconcile net income to net cash provided by operating
      activities:

        Depreciation and amortization                                                    6,887,718                 6,953,524

        Gain on sale of property                                                        (2,906,834)                 (450,257)

        Provision for doubtful accounts                                                    (45,598)                  (46,315)

        Deferred income taxes                                                              414,619                  (311,705)

        Pension costs                                                                     (999,750)               (1,332,750)

        Other postretirement benefits                                                     (277,877)                   43,867

        Changes in assets and liabilities:

              Decrease (increase) in accounts receivable                                 1,153,705                (4,164,130)

              (Increase) in inventories                                                 (6,247,464)               (1,205,928)

              (Increase) decrease in other assets and other current assets                (819,587)                  148,740

              Increase in trade accounts payable, accrued
              expenses and other non-current liabilities                                10,091,794                 4,806,478
----------------------------------------------------------------------------------------------------------------------------------
                TOTAL ADJUSTMENTS                                                        7,250,726                 4,441,524
----------------------------------------------------------------------------------------------------------------------------------
                NET CASH PROVIDED BY OPERATING  ACTIVITIES                               8,566,778                 7,000,692
----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of property and equipment                                          3,109,050                   854,068

   Acquisition of property and equipment                                                  (741,302)               (2,582,769)
----------------------------------------------------------------------------------------------------------------------------------
                NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                      2,367,748                (1,728,701)

CASH FLOWS FROM FINANCING ACTIVITIES:

   Repayment of long-term debt, net                                                     (7,948,112)               (9,748,103)
----------------------------------------------------------------------------------------------------------------------------------
                NET CASH USED IN FINANCING ACTIVITIES                                   (7,948,112)               (9,748,103)
----------------------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                               363,627                    86,470
----------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     3,350,041                (4,389,642)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           1,692,070                 5,561,090
----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $     5,042,111            $    1,171,448
==================================================================================================================================

                                                                 See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

                                          NIAGARA CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - INFORMATION AS OF
                                  SEPTEMBER 30, 2003 AND FOR THE PERIODS ENDED
                                     SEPTEMBER 30, 2002 AND 2003 IS UNAUDITED.

===============================================================================
  1.  BASIS OF PRESENTATION        BASIS OF PRESENTATION
      AND CRITICAL ACCOUNTING
      POLICIES                     The accompanying condensed consolidated
                                   financial statements of Niagara Corporation
                                   ("Niagara") and its subsidiaries (together
                                   with Niagara, the "Company"), Niagara
                                   LaSalle Corporation ("Niagara LaSalle"),
                                   LaSalle Steel Company ("LaSalle," and
                                   together with Niagara LaSalle, "Niagara US")
                                   and Niagara LaSalle (UK) Limited ("Niagara
                                   UK"), 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.
                                   Certain reclassifications have been also
                                   made in order to conform to current year
                                   presentation. 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
                                   consolidated financial statements be read in
                                   conjunction with the Company's audited
                                   financial statements and accompanying notes
                                   for the year ended December 31, 2002.


                                   CRITICAL ACCOUNTING POLICIES

                                   On December 12, 2001, the Securities and
                                   Exchange Commission (the "SEC") issued
                                   Financial Reporting Release No. 60 which
                                   requires a discussion of the critical
                                   accounting policies used by companies in the
                                   preparation of their financial statements.
                                   Note 1 to the Company's audited financial
                                   statements for the year ended December 31,
                                   2002 includes a summary of the significant
                                   accounting policies used by the Company in
                                   the preparation of its financial statements.
                                   The Company believes that the following
                                   critical accounting policies affect the
                                   significant judgments and estimates used in
                                   the preparation of the Company's condensed
                                   consolidated financial statements.



                                   The preparation of these financial
                                   statements requires that management make
                                   estimates and assumptions that affect the
                                   reported amounts of assets and liabilities,
                                   revenues and expenses and the related
                                   disclosure of contingent assets and
                                   liabilities. On an ongoing basis, management
                                   evaluates these estimates, including those
                                   related to inventory reserves, taxes,
                                   doubtful accounts, intangible assets,
                                   insurance, litigation, environmental
                                   compliance and other contingencies.
                                   Management bases its estimates on historical
                                   data, when available, professional advice,
                                   experience and various assumptions that are
                                   believed to be reasonable under the
                                   circumstances, the combined results of which
                                   form the basis for making judgments about
                                   the carrying values of assets and
                                   liabilities. Actual results could differ
                                   from these estimates.



                                   Revenue from the sale of products is
                                   recorded at the time the goods are shipped
                                   and title and risk of loss has transferred.
                                   Revenue from freight charged to customers is
                                   recognized when products are shipped.
                                   Provisions for discounts, customer returns
                                   and other adjustments are provided for in
                                   the period the related sales are recorded
                                   based upon historical data.



                                   The Company reviews the carrying values of
                                   its long-lived and identifiable intangible
                                   assets for possible impairment whenever
                                   events or changes in circumstances indicate
                                   that the carrying amount of the assets may
                                   not be recoverable. The Company assesses
                                   recoverability of these assets by estimating
                                   future nondiscounted cash flows. Any
                                   long-lived assets held for disposal are
                                   reported at the lower of their carrying
                                   amounts or fair value less cost to sell.



                                    EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

                                   In August 2001, the Financial Accounting
                                   Standards Board (the "FASB") issued
                                   Statement of Financial Accounting Standards
                                   ("SFAS") No. 143, "Accounting for Asset
                                   Retirement Obligations," which addresses
                                   financial accounting and reporting for
                                   obligations associated with the retirement
                                   of tangible long-lived assets and the
                                   associated asset retirement costs. This
                                   statement is required to be applied for
                                   fiscal years beginning after June 15, 2002.
                                   The adoption of this statement as of January
                                   1, 2003 did not have an effect on the
                                   Company's financial statements.



                                   In April 2002, the FASB issued SFAS No. 145,
                                   "Rescission of FASB Statements No. 4, 44 and
                                   64, and Amendment of FASB Statement No. 13,
                                   and Technical Corrections." This statement,
                                   among other things, rescinds SFAS No. 4,
                                   "Reporting Gains and Losses from
                                   Extinguishment of Debt," which required that
                                   all gains and losses from the extinguishment
                                   of debt be aggregated and, if material,
                                   classified as an extraordinary item, net of
                                   related income tax effect. As a result, the
                                   criteria in Accounting Principles Board
                                   ("APB") Opinion No. 30, "Reporting the
                                   Results of Operations - Reporting the
                                   Effects of Disposal of a Segment of a
                                   Business, and Extraordinary, Unusual and
                                   Infrequently Occurring Events and
                                   Transactions," will now be used to classify
                                   such gains and losses. SFAS No. 145 also
                                   amends SFAS No. 13 to require that certain
                                   lease modifications that have economic
                                   effects similar to sale-leaseback
                                   transactions be accounted for in the same
                                   manner as sale-leaseback transactions. Such
                                   provisions of SFAS No. 145 are required to
                                   be applied in fiscal years beginning after
                                   May 15, 2002. The adoption of this statement
                                   as of January 1, 2003 did not have an effect
                                   on the Company's financial statements.



                                   In July 2002, the FASB issued SFAS No. 146,
                                   "Accounting for Costs Associated with Exit
                                   or Disposal Activities." This statement
                                   requires that a liability for a cost
                                   associated with an exit or disposal activity
                                   be recognized when the liability is
                                   incurred, as opposed to prior guidance which
                                   provided that liability for such exit costs
                                   be recognized at the date of an entity's
                                   commitment to an exit or disposal plan. This
                                   statement is required to be applied to exit
                                   or disposal activities that are initiated
                                   after December 31, 2002. The adoption of
                                   this statement as of January 1, 2003 did not
                                   have an effect on the Company's financial
                                   statements.



                                   In November 2002, the FASB issued
                                   Interpretation No. 45, "Guarantor's
                                   Accounting and Disclosure Requirements for
                                   Guarantees, Including Guarantees of the
                                   Indebtedness of Others," which interprets
                                   the guidance in FASB Statement No. 5,
                                   "Accounting for Contingencies," relating to
                                   a guarantor's accounting for, and disclosure
                                   of, certain types of guarantees.
                                   Interpretation No. 45 requires that a
                                   guarantor recognize, at the inception of a
                                   guarantee, a liability for the fair value of
                                   the obligation undertaken in issuing the
                                   guarantee. Under Interpretation No. 45, the
                                   recognition of the liability is required
                                   even if it is not probable that payments
                                   will be required under the guarantee.
                                   Previously, SFAS No. 5 required recognition
                                   of a liability only for a probable loss. The
                                   recognition requirements of Interpretation
                                   No. 45 apply to guarantees issued or
                                   modified after December 31, 2002. The
                                   disclosure requirements are effective for
                                   interim and annual financial statements
                                   ending after December 15, 2002. The adoption
                                   of Interpretation No. 45 as of January 1,
                                   2003 did not have an effect on the Company's
                                   financial statements.



                                   In December 2002, the FASB issued SFAS No.
                                   148, "Accounting for Stock-Based
                                   Compensation--Transition and Disclosure--an
                                   amendment of FASB Statement No. 123," which
                                   amends the disclosure requirements of SFAS
                                   No. 123 to require prominent disclosures in
                                   both annual and interim financial statements
                                   about the method of accounting for
                                   stock-based employee compensation and the
                                   effect on the method used on reported
                                   results. The adoption of this statement as
                                   of January 1, 2003 did not have an effect on
                                   the Company's financial statements.



                                   The Company accounts for its stock option
                                   plan in accordance with the provisions of
                                   APB Opinion No. 25, "Accounting for Stock
                                   Issued to Employees," and related
                                   interpretations. APB No. 25 provides that
                                   compensation expense would be recorded on
                                   the date of grant only if the current market
                                   price of the underlying stock exceeded the
                                   exercise price of the option. SFAS No. 123,
                                   "Accounting for Stock-Based Compensation,"
                                   permits entities to recognize as expense
                                   over the vesting period the fair value of
                                   all stock-based awards on the date of grant.
                                   Alternatively, SFAS No. 123 allows entities
                                   to continue to apply the provisions of APB
                                   No. 25 and provide pro forma net income and
                                   pro forma earnings per share disclosures for
                                   employee stock compensation as if the
                                   fair-value-based method defined in SFAS No.
                                   123 had been applied. The Company has
                                   elected to continue to apply the provisions
                                   of APB No. 25 and provide the pro forma
                                   disclosures required of SFAS No. 123 for
                                   options issued to employees.



                                   The following table illustrates the effect
                                   on net income (loss) and net income (loss)
                                   per share if the Company had applied the
                                   fair value recognition provisions of SFAS
                                   No. 123, as amended by SFAS No. 148, to
                                   stock-based employee compensation:

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

<TABLE>
<CAPTION>
      Three months ended September 30,                             2002                  2003
      ---------------------------------------------- ------------------------ -------------------
<S>                                                          <C>                 <C>
      Net income, as reported                                $1,391,255            $  566,891
      Deduct: Total stock-based compensation
        expense determined under fair-value based
        method for all awards, net of related tax
        effects                                                 (94,531)              (44,637)
      ---------------------------------------------- ------------------------ -------------------
      Pro-forma net income                                   $1,296,724            $  522,254
      ---------------------------------------------- ------------------------ -------------------
      Net income per share (basic and diluted):

           As reported                                       $      .17            $      .07
           Pro forma                                                .16                   .06
      ---------------------------------------------- ------------------------ -------------------
</TABLE>



<TABLE>
<CAPTION>
      Nine months ended September 30,                              2002                  2003
      ---------------------------------------------- ------------------------ -------------------
<S>                                                          <C>                   <C>
      Net income, as reported                                $1,316,052            $2,559,168
      Deduct: Total stock-based compensation
        expense determined under fair-value based
        method for all awards, net of related tax
        effects                                                (283,593)             (133,910)
      ---------------------------------------------- ------------------------ -------------------
      Pro-forma net income                                   $1,032,459            $2,425,258
      ---------------------------------------------- ------------------------ -------------------
      Net income per share (basic and diluted):
           As reported                                       $      .16            $      .31
           Pro forma                                                .13                   .29
      ---------------------------------------------- ------------------------ -------------------
</TABLE>



                                   In January 2003, the FASB issued
                                   Interpretation No. 46, "Consolidation of
                                   Variable Interest Entities, an
                                   interpretation of Accounting Research
                                   Bulletin (ARB) No. 51" which defines when a
                                   business enterprise must consolidate a
                                   variable interest entity. Interpretation No.
                                   46, as amended, applies in the first fiscal
                                   year or interim period beginning after
                                   December 15, 2003 to entities in which an
                                   enterprise holds a variable interest that it
                                   acquired before February 1, 2003 and applies
                                   immediately to variable interest entities
                                   created after January 31, 2003. The Company
                                   did not have any variable interest entities
                                   as of September 30, 2003.



                                   In April 2003, the FASB issued SFAS No. 149,
                                   "Amendment of Statement 133 on Derivative
                                   Instruments and Hedging Activities." SFAS
                                   No. 149 amends SFAS No. 133 for certain
                                   decisions made by the FASB and is effective
                                   for contracts entered into or modified after
                                   June 30, 2003 and for hedging relationships
                                   designated after June 30, 2003. SFAS No. 149
                                   is to be applied prospectively. The
                                   provisions of SFAS No. 149 that relate to
                                   SFAS No. 133 implementation issues that have
                                   been effective for fiscal quarters that
                                   began prior to June 15, 2003 continue to be
                                   applicable in accordance with their
                                   respective effective dates. The adoption of
                                   this statement as of July 1, 2003 did not
                                   have an effect on the Company's financial
                                   statements.



                                   In May 2003, the FASB issued SFAS No. 150,
                                   "Accounting for Certain Financial
                                   Instruments with Characteristics of both
                                   Liabilities and Equity" which establishes
                                   standards for classifying and measuring
                                   certain financial instruments with
                                   characteristics of both a liability and
                                   equity. SFAS No. 150 is effective for
                                   financial instruments entered into or
                                   modified after May 31, 2003, and is
                                   otherwise effective at the beginning of the
                                   first interim period beginning after June
                                   15, 2003. The adoption of this statement as
                                   of July 1, 2003 did not have an effect on
                                   the Company's financial statements.



2.  FOREIGN CURRENCY               Niagara UK, an English company, uses British
    TRANSLATION AND                pounds sterling ("(pound)") as its
    TRANSACTIONS                   functional currency and its accounts are
                                   translated to United States dollars in
                                   conformity with SFAS No. 52, "Foreign
                                   Currency Translation." Assets and
                                   liabilities of this subsidiary are
                                   translated at the exchange rate in effect at
                                   the balance sheet dates and the related
                                   revenues and expenses have been translated
                                   at the average rates for the periods.
                                   Translation adjustments arising from the use
                                   of different exchange rates from period to
                                   period are included as accumulated other
                                   comprehensive income (loss) 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.  INVENTORIES                    Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                              December 31,        September 30,
                                                                  2002                 2003
         ------------------------------------------------------------------------------------------

<S>                                                             <C>                   <C>
         Raw materials                                          $14,749,119           $19,553,647

         Work-in-process                                          4,071,318             4,326,534

         Finished goods                                          36,842,362            33,781,770
         ------------------------------------------------------------------------------------------

                                                                $55,662,799           $57,661,951
         ------------------------------------------------------------------------------------------

         At September 30, 2003, Niagara US inventories were $36,823,497 determined using the LIFO
         method and Niagara UK inventories were $20,838,454 determined using the FIFO method.
</TABLE>

4.  LONG-TERM DEBT                 At the Company's request, a number of
                                   amendments were made to the Company's credit
                                   facilities during August 2003. These
                                   amendments included (i) the extension of the
                                   maturity dates on Niagara UK's revolving
                                   credit facility and secured invoice discount
                                   agreement to July 31, 2005, (ii) a reduction
                                   in the size of Niagara UK's revolving credit
                                   facility from(pound)2.5 million
                                   (approximately $4.1 million) to (pound)1.25
                                   million (approximately $2.1 million) and
                                   (iii) the extension of the maturity dates on
                                   Niagara US's term loan and revolving credit
                                   facility to July 31, 2006.

5.    CONTINGENCIES                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, 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 September 30, 2003
                                   have been largely covered by insurance.
                                   Management believes that the resolution of
                                   these matters will not have a material
                                   adverse effect on the Company's financial
                                   position or results of 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
                                   $1,545,000 as of September 30, 2003. It is
                                   the policy of the Company to retain a
                                   portion of certain expected losses. These
                                   relate 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 for claims. Such estimates utilize
                                   certain actuarial assumptions followed in
                                   the insurance industry and are included in
                                   accrued expenses.

6.    SEGMENTS AND                 The Company operates in two reportable
      RELATED INFORMATION          segments: (i) Niagara US which has
                                   operations in the United States and (ii)
                                   Niagara UK which has operations in the
                                   United Kingdom. Management operates these
                                   segments as separate strategic business
                                   units and measures their performance based
                                   on earnings before interest, taxes,
                                   depreciation and amortization ("Adjusted
                                   EBITDA"). Management believes that Adjusted
                                   EBITDA provides the best measurement of
                                   segment performance, in as much as it is
                                   based on a widely accepted measure of
                                   financial performance and cash flows, and
                                   management regularly calculates Adjusted
                                   EBITDA in order to determine compliance with
                                   financial covenants in the Company's credit
                                   facilities.

                                   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 Translation." Assets and
                                   liabilities of this subsidiary have been
                                   translated at the exchange rates in effect
                                   on September 30, 2002 and 2003, and the
                                   related revenues and expenses have been
                                   translated at average rates for the periods.

                                   Niagara US sells its products primarily to
                                   customers in the United States.

                                   Of Niagara UK's sales to unaffiliated
                                   customers during the nine months ended
                                   September 30, 2003, approximately 68% were
                                   within the United Kingdom with 19% to
                                   continental Europe and 13% to the rest of
                                   the world. These amounts were 68%, 17% and
                                   15%, respectively, for the nine months ended
                                   September 30, 2002. Niagara UK's sales to
                                   any one foreign country, other than the
                                   United States, for these periods represented
                                   less than 5% of its total sales.


<PAGE>

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

        The following tables set forth certain performance and other
information by each of the Company's reportable segments:

<TABLE>
<CAPTION>
        At and for the three months ended September 30, 2002
                                                                                                 Corporate/
                                                                Niagara US      Niagara UK      Eliminations    Consolidated
        ------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>               <C>               <C>
        Net sales                                               $ 47,352,893    $ 22,154,078      $ (1,856,842)     $ 67,650,129
        Intersegment sales                                                 -       1,856,842        (1,856,842)                -
        Net sales to unaffiliated customers                       47,352,893      20,297,236                 -        67,650,129
        Segment profit (loss) (Adjusted EBITDA)                    3,404,235        (422,556)         (416,431)        2,565,248
        Depreciation and amortization                              1,864,029         372,650            19,332         2,256,011
        Interest expense                                             486,691         403,175                 -           889,866
        Net income (loss)                                            425,586       1,157,302          (191,633)        1,391,255
        Accounts receivable, net                                  17,439,501      20,854,058                 -        38,293,559
        Long-lived assets                                         73,792,470      11,170,622           495,286        85,458,378
        Goodwill                                                   1,904,499               -                 -         1,904,499
        Segment assets                                           133,662,947      54,104,236         1,078,934       188,846,117
        Acquisition of property and equipment                         76,932          14,300            14,860           106,092
        ------------------------------------------------------------------------------------------------------------------------

        At and for the nine months ended September 30, 2002
                                                                                                 Corporate/
                                                                Niagara US      Niagara UK      Eliminations      Consolidated
        ------------------------------------------------------------------------------------------------------------------------
        Net sales                                               $135,057,871    $ 67,539,572      $ (5,374,215)     $197,223,228
        Intersegment sales                                                 -       5,374,215        (5,374,215)                -
        Net sales to unaffiliated customers                      135,057,871      62,165,357                -        197,223,228
        Segment profit (loss) (Adjusted EBITDA)                   11,775,076        (821,247)       (1,139,537)        9,814,292
        Depreciation and amortization                              5,565,754       1,253,984            67,980         6,887,718
        Interest expense                                           1,526,272       1,181,168                -          2,707,440
        Net income (loss)                                          2,447,635      (1,013,253)         (118,330)        1,316,052
        Accounts receivable, net                                  17,439,501      20,854,058                -         38,293,559
        Long-lived assets                                         73,792,470      11,170,622           495,286        85,458,378
        Goodwill                                                   1,904,499                -                -         1,904,499
        Segment assets                                           133,662,947      54,104,236         1,078,934       188,846,117
        Acquisition of property and equipment                        504,047         235,400             1,855           741,302
        ------------------------------------------------------------------------------------------------------------------------

        At and for the three months ended September 30, 2003
                                                                                                 Corporate/
                                                                Niagara US      Niagara UK      Eliminations      Consolidated
        ------------------------------------------------------------------------------------------------------------------------
        Net sales                                                 46,967,120     $25,311,385      $ (2,492,186)     $ 69,786,319
        Intersegment sales                                                 -       2,492,186        (2,492,186)                -
        Net sales to unaffiliated customers                       46,967,120      22,819,199                 -        69,786,319
        Segment profit (loss) (Adjusted EBITDA)                    3,660,077        (207,168)         (302,917)        3,149,992
        Depreciation and amortization                              1,865,500         364,058            20,000         2,249,558
        Interest expense                                             396,358         349,384                 -           745,742
        Net income (loss)                                            700,172         218,878          (352,159)          566,891
        Accounts receivable, net                                  15,870,654      23,506,110                 -        39,376,764
        Long-lived assets                                         72,568,765       9,970,925          (273,042)       82,266,648
        Goodwill                                                   1,904,499               -                 -         1,904,499
        Segment assets                                           130,462,524      57,217,910          (181,754)      187,498,680
        Acquisition of property and equipment, net                 1,650,420         363,449          (844,687)        1,169,182
        ------------------------------------------------------------------------------------------------------------------------

        At and for the nine months ended September 30, 2003
                                                                                                 Corporate/
                                                                Niagara US      Niagara UK      Eliminations      Consolidated
        ------------------------------------------------------------------------------------------------------------------------
        Net sales                                               $147,255,857     $83,967,176      $ (8,685,716)     $222,537,317
        Intersegment sales                                                 -       8,685,716        (8,685,716)                -
        Net sales to unaffiliated customers                      147,255,857      75,281,460                 -       222,537,317
        Segment profit (loss) (Adjusted EBITDA)                   11,613,321       2,030,723        (1,211,615)       12,432,429
        Depreciation and amortization                              5,596,570       1,296,954            60,000         6,953,524
        Interest expense                                           1,262,722       1,099,520                 -         2,362,242
        Net income (loss)                                          2,436,201         881,328          (758,361)        2,559,168
        Accounts receivable, net                                  15,870,654      23,506,110                 -        39,376,764
        Long-lived assets                                         72,568,765       9,970,925          (273,042)       82,266,648
        Goodwill                                                   1,904,499               -                 -         1,904,499
        Segment assets                                           130,462,524      57,217,910          (181,754)      187,498,680
        Acquisition of property and equipment                      2,922,284         833,120        (1,172,635)        2,582,769
        ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


        The following tables provide a reconciliation of the Company's segment
        profit (loss) (Adjusted EBITDA) for the three and nine month periods
        ending September 30, 2002 and 2003, to the respective net income (loss)
        for such periods attributable to each reportable segment:
<TABLE>
<CAPTION>

        Three months ended September 30,
                                                                2002                                    2003
                                                --------------------------------------- -------------------------------------
                                                  Niagara US            Niagara UK        Niagara US            Niagara UK
        ---------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                  <C>                    <C>
        Segment profit (loss) (Adjusted EBITDA)  $   3,404,235        $     (422,556)      $ 3,660,077            $ (207,168)
        Depreciation and amortization               (1,864,029)             (372,650)       (1,865,500)             (364,058)
        Gain on sale of property                             -             2,906,834                 -               565,092
        Intercompany gain on sale of property                -                     -                 -               574,396
        Interest expense                              (486,691)             (403,175)         (396,358)             (349,384)
        Intercompany interest income (expense)           6,104                (6,104)                -                     -
        Other income                                     2,563                     -            87,107                     -
        Provision for doubtful accounts                (27,000)              (31,209)                -                     -
        Management fees                               (337,500)              216,765          (337,500)                    -
        (Provision) benefit for income taxes          (272,096)             (730,603)         (447,654)                    -
        ---------------------------------------------------------------------------------------------------------------------
        Net income (loss)                        $     425,586         $   1,157,302        $  700,172           $   218,878
        ---------------------------------------------------------------------------------------------------------------------

        Nine months ended September 30,
                                                                2002                                    2003
                                                --------------------------------------- -------------------------------------
                                                  Niagara US            Niagara UK        Niagara US            Niagara UK
        ---------------------------------------------------------------------------------------------------------------------
        Segment profit (loss) (Adjusted EBITDA)  $   11,775,076        $     (821,247)     $ 11,613,321          $  2,030,723
        Depreciation and amortization                (5,565,754)           (1,253,984)       (5,596,570)           (1,296,954)
        Gain on sale of property                              -             2,906,834                 -               450,257
        Intercompany gain on sale of property                 -                     -                 -               796,822
        Interest expense                             (1,526,272)           (1,181,168)       (1,262,722)           (1,099,520)
        Intercompany interest income (expense)          208,195              (208,195)                -                     -
        Other income                                    214,771                     -           252,248                     -
        Provision for doubtful accounts                 (81,000)             (118,687)                -                     -
        Management fees                              (1,012,500)                    -        (1,012,500)                    -
        (Provision) benefit for income taxes         (1,564,881)             (336,806)       (1,557,576)                    -
        ---------------------------------------------------------------------------------------------------------------------
        Net income (loss)                         $   2,447,635         $  (1,013,253)     $  2,436,201          $    881,328
        ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

ITEM 2.  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
Limited ("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.

         In November 1999 and September 2001, the Company announced
restructuring plans for its hot rolling operations in the United Kingdom. Under
the 1999 plan, Niagara UK closed its Ductile Hot Mill facility in Willenhall,
terminated its lease of the real property, transferred most of the production
from this facility to its W Wesson facility in Moxley (which was renamed
Ductile Wesson) and invested approximately $1.5 million in its remaining hot
rolling businesses. During the same period, Niagara UK reorganized the
management structures in each of its three operating divisions (hot rolling,
cold finishing and distribution). Under the 2001 plan, Niagara UK closed its
Dudley Port hot rolling facility in Tipton and transferred most of its
production to its two other hot rolling facilities. On March 15, 2002, Niagara
UK entered into an agreement to sell this leased property for (pound)3,600,000
($5,413,572), which Niagara UK had an option to purchase for (pound)1,495,000
($2,248,136). On September 30, 2002, Niagara UK completed this transaction. In
connection with this transaction, Niagara UK purchased a parcel of land in the
fourth quarter of 2002 which it subsequently sold during this period to the
purchaser of the property. These sales resulted in a pre-tax gain of
(pound)2,063,022 ($3,102,311).

         In the fourth quarter of 2002, Niagara LaSalle completed significant
purchases of equipment and related assets from two companies after having
prevailed at auctions held in connection with such companies' bankruptcy
proceedings. On October 8, 2002, Niagara LaSalle purchased certain production
equipment and related assets of Moltrup Steel Products Company for $375,000.
Niagara US has relocated the majority of these assets to its other operating
facilities. On November 19, 2002, Niagara LaSalle purchased from Republic
Technologies International, LLC ("Republic") all of the equipment and supplies
located at Republic's Harvey, Illinois facility for $2,225,000. Management has
not yet determined where this equipment will be deployed.

         On May 30, 2003, Niagara UK entered into an agreement to sell its GB
Longmore property in Darlaston. Production at this site had previously been
shifted to GB Longmore's Willenhall facility. On September 19, 2003, Niagara UK
completed this transaction receiving (pound)925,000 ($1,490,591) for the sale
of this leased real property after payment of (pound)413,000 ($665,529) to the
landlord under an option to purchase the property. After related costs, the
sale of this property resulted in a pre-tax gain of (pound)483,520 ($779,170),
which gain was partially offset by losses on the sale of equipment during the
three and nine months ended September 30, 2003.

         During the nine months ended September 30, 2003, Niagara's
subsidiaries transferred certain equipment to each other to more effectively
meet the market conditions and requirements of their respective operations.
These transfers resulted in Niagara UK recognizing intercompany gains of
(pound)494,475 ($796,822) for the period. These amounts have been eliminated in
the consolidated financial statements.


RESULTS OF OPERATIONS

         The Company's results of operations for the three months ended
September 30, 2003 declined when compared to the comparable period in 2002. Net
income attributable to the Company's U.S. operations improved, due primarily to
modest price increases on certain of its products. This was offset, however, by
a decline in net income attributable to the Company's U.K. operations for the
third quarter of 2003, due primarily to a larger gain recorded on the sale of
property in the third quarter of last year. Niagara UK's operating results were
negatively impacted by disadvantageous exchange rates, very competitive pricing
and increased raw material costs during the three months ended September 30,
2003.

         As previously discussed, results for the three and nine months ended
September 30, 2003 were favorably impacted by the sale of Niagara UK's
Darlaston property resulting in a pre-tax gain of (pound)483,520 ($779,170) and
results for the three and nine months ended September 30, 2002 were favorably
impacted by the sale of Niagara UK's Tipton property resulting in a pre-tax
gain for the period of (pound)1,963,414 ($2,906,834).

Three months ended September 30, 2003 compared with September 30, 2002

         The Company's net sales for the three months ended September 30, 2003
were $69,786,319, representing an increase of $2,136,190, or 3.2%, over the
same period in 2002. Net sales by the Company's U.S. operations for the period
decreased by $385,773 or 0.8%, and net sales by the Company's U.K. operations
for the period increased by $2,521,963 or 12.4%. The decrease in net sales
attributable to the Company's U.S. operations was due primarily to a decrease
in sales volume (5.1%) which was partially offset by an increase in prices
(3.1%). The increase in net sales attributable to the Company's U.K. operations
was due primarily to an increase in sales volume (1.3%) and an increase in
prices (4.1%). Net sales by the Company's U.K. operations also reflect a 4.0%
increase in the value of the British pound relative to the U.S. dollar for the
three months ended September 30, 2003, as compared to the same period in 2002.
The Company's U.K. operations use British pounds as its functional currency and
its net sales were translated from British pounds into U.S. dollars at higher
relative levels for the three months ended September 30, 2003 as compared to
the same period in 2002 as a result of this change in value.

         Cost of products sold for the three months ended September 30, 2003
increased by $1,474,115 to $62,253,623, representing an increase of 2.4% over
the same period in 2002. Cost of products sold attributable to the Company's
U.K. operations increased by $2,288,037. The increases incurred by the
Company's U.K. operations were primarily attributable to an increase in the
price of raw materials and, to a lesser extent, an increase in sales volume.
Cost of products sold attributable to the Company's U.S. operations decreased
by $813,922. The decrease incurred by the Company's U.S. operations was
primarily attributable to a decrease in sales volume.

         Gross margins for the three months ended September 30, 2003 increased
by 0.6% compared to the same period in 2002. Gross margins attributable to the
Company's U.S. operations increased by 0.9% due to an increase in selling
prices. This increase was partially offset by a 0.3% decrease in gross margins
attributable to the Company's U.K. operations as a result of rising raw
material costs.

         Selling, general and administrative expenses for the three months
ended September 30, 2003 increased $13,365 to $6,632,262, or 9.5% of net sales,
as compared to 9.8% of net sales for the same period in 2002. The decrease as a
percentage of net sales was primarily attributable to the increase in net sales
by the Company's operations.

         The Company realized smaller gains on the sale of property and
equipment to third parties during the three months ended September 30, 2003
($565,092), as compared to the same period in 2002 ($2,906,834).

         Interest expense for the three months ended September 30, 2003
decreased by $144,124 to $745,742, due to decreased levels of borrowing and
lower interest rates.

         The Company's net income for the three months ended September 30, 2003
was $566,891, compared to net income of $1,391,255 for the comparable period in
the prior year. Net income attributable to the Company's U.S. operations for
the three months ended September 30, 2003 was $698,425, an increase of $464,472
over the same period in 2002. This increase was primarily due to an increase in
gross margins attributable to such operations. Net income attributable to the
Company's U.K. operations for the three months ended September 30, 2003 was
$218,878, a decrease of $938,424 as compared to net income of $1,157,302 for
the three months ended September 30, 2002. This decrease was primarily due to
the Company's U.K. operations realizing smaller gains on the sale of property
and equipment to third parties for the three months ended September 30, 2003
($565,092) as compared to the same period in 2002 ($2,906,834).

         Net income attributable to the Company's U.S. operations for the three
months ended September 30, 2002 and 2003 reflects statutory tax rates applied
against income before income taxes. For the three months ended September 30,
2002, net income attributable to the Company's U.K. operations reflects a tax
rate higher than the statutory rate as a result of a reduction in Niagara UK's
deferred tax asset given the uncertainty of its realization. Net income
attributable to the Company's U.K. operations for the three months ended
September 30, 2003 reflects no tax provision. The taxes that would have
otherwise been provided against Niagara UK's income before income taxes for
this period have reduced the deferred tax valuation allowance.


Nine months ended September 30, 2003 compared with September 30, 2002

         The Company's net sales for the nine months ended September 30, 2003
were $222,537,317, representing an increase of $25,314,089, or 12.8%, over the
same period in 2002. Net sales by the Company's U.S. operations for the period
increased by $12,197,986 or 9.0%, and net sales by the Company's U.K.
operations for the period increased by $13,116,103 or 21.1%. The increase in
net sales attributable to the Company's U.S. and U.K. operations was due
primarily to an increase in sales volume (4.4% and 4.0%, respectively) and, to
a lesser extent, an increase in prices (3.5% and 5.5%, respectively). Net sales
by the Company's U.K. operations also reflect an 8.8% increase in the value of
the British pound relative to the U.S. dollar for the nine months ended
September 30, 2003, as compared to the same period in 2002. The Company's U.K.
operations use British pounds as its functional currency and its net sales were
translated from British pounds into U.S. dollars at higher relative levels for
the nine months ended September 30, 2003 as compared to the same period in 2002
as a result of this change in value.

         Cost of products sold for the nine months ended September 30, 2003
increased by $21,675,191 to $197,142,367, representing an increase of 12.4%
over the same period in 2002. Cost of products sold attributable to the
Company's U.S. and U.K. operations increased by $11,742,698 and $9,932,493,
respectively. This increase was primarily attributable to the increase in sales
volume by the Company's operations, and to a lesser extent, a 1.5% increase in
raw material costs incurred by the Company's U.S. operations for the nine
months ended September 30, 2003 as compared to the same period in 2002.

         Gross margins for the nine months ended September 30, 2003 increased
by 0.4% compared to the same period in 2002. Gross margins attributable to the
Company's U.K. operations increased by 1.8% due to an increase in sales volume
and prices. This increase was partially offset by a 0.6% decrease in gross
margins for the Company's U.S. operations, primarily as a result of an increase
in the price of raw materials.

         Selling, general and administrative expenses for the nine months ended
September 30, 2003 increased by $886,880 to $19,916,045, or 9.0% of net sales,
compared to 9.6% of sales for the same period in 2002. The increase in dollar
amount and the decrease as a percentage of net sales were primarily
attributable to the increase in net sales by the Company's operations.

         The Company realized smaller gains on the sale of property and
equipment to third parties during the nine months ended September 30, 2003
($450,257), as compared to the same period in 2002 ($2,906,834).

         Interest expense for the nine months ended September 30, 2003
decreased by $345,198 to $2,362,242, due to decreased levels of borrowing and
lower interest rates.

         The Company's net income for the nine months ended September 30, 2003
was $2,559,168, compared to net income of $1,316,052 for the comparable period
in the prior year. Net income attributable to the Company's U.K. operations for
the nine months ended September 30, 2003 was $881,328, an increase of
$1,894,580 as compared to the net loss of $1,013,252 incurred by such
operations during the nine months ended September 30, 2002. This improvement
was primarily due to the higher sales volume in 2003 as compared to 2002, which
was partially offset by Niagara UK realizing smaller gains on the sale of
property and equipment to third parties for the nine months ended September 30,
2003 ($450,257) as compared to the same period in 2002 ($2,906,834). Net income
attributable to the Company's U.S. operations for the nine months ended
September 30, 2003 was $2,250,662, a decrease of $78,643 over the same period
in 2002, which was due primarily to a reduction in gross margins attributable
to such operations.

         Net income attributable to the Company's U.S. operations for the nine
months ended September 30, 2002 and 2003 reflects statutory tax rates applied
against income before income taxes. For the nine months ended September 30,
2002, net income attributable to the Company's U.K. operations reflects a tax
rate higher than the statutory rate as a result of a reduction in Niagara UK's
deferred tax asset given the uncertainty of its realization. Net income
attributable to the Company's U.K. operations for the nine months ended
September 30, 2003 reflects no tax provision. The taxes that would have
otherwise been provided against Niagara UK's income before income taxes for
this period have reduced the deferred tax valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's short-term liquidity requirements 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 repayment of debt and the funding of capital expenditures to modernize,
improve and expand its facilities, machinery and equipment. Capital
expenditures for the nine months ended September 30, 2003 totaled $2,582,769,
as compared to $741,302 for the same period in 2002. This increase was
primarily attributable to increased purchases of machinery and equipment by the
Company's U.S. operations.

         Cash flows provided by operating activities were $7,000,692 for the
nine months ended September 30, 2003, a decrease of $1,566,086 as compared to
cash flows provided by operating activities of $8,566,778 for the same period
in 2002. This decrease was largely attributable to a smaller increase in
accounts payable, accrued expenses and other non-current liabilities in 2003 as
compared to 2002 (an increase of $4,806,478 in 2003 as compared to an increase
of $10,091,794 in 2002), an increase in accounts receivable in 2003 as compared
to a decrease in 2002 (an increase of $4,164,130 in 2003 as compared to a
decrease of $1,153,705 in 2002). These were partially offset by a smaller
increase in inventories as compared to 2002 (an increase of $1,205,928 in 2003
as compared to an increase of $6,247,464 in 2002), a smaller gain on sale of
property in 2003 as compared to 2002 ($450,257 as compared to $2,906,834 in
2002) and an increase in net income (net income of $2,559,168 in 2003 as
compared to net income of $1,316,052 in 2002). Cash and cash equivalents at
September 30, 2003 were $1,171,448, a decrease of $4,389,642 as compared to
December 31, 2002. This decrease was primarily attributable to the timing of
customer cash collections at December 31, 2002 and September 30, 2003. 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 (as amended,
the "Credit Agreement") and Niagara LaSalle terminated its previously existing
credit agreements. The other parties to the Credit Agreement are Manufacturers
and Traders Trust Company ("M&T"), Comerica Bank, Citizens Bank of
Pennsylvania, and PNC Bank. 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.

         At the Company's request, a number of amendments were made to the
Credit Agreement effective September 1, 2002. As a result of these amendments,
the revolving credit facility was reduced from $50,000,000 to $35,000,000 and
the balance owed under the term loan was increased from $14,333,356 to
$18,000,000. Principal payments under the term loan were reduced to $375,000
from $666,666 per month. In addition, the maturity date of the term loan and
revolving credit loans made pursuant to the Credit Agreement was extended to
July 31, 2004. Effective September 1, 2003, these maturity dates were further
extended to July 31, 2006. Principal payments under the term loan will continue
at $375,000 per month.

         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
2.85%, or M&T's prime rate plus 1.00% (effective rate of 4.04% at September 30,
2003). Revolving credit loans made pursuant to the Credit Agreement are based
on a percentage of eligible accounts receivable and inventory. Interest on such
loans is payable in monthly installments at a rate that is either 2.50% above
the LIBOR rate (for a period specified by Niagara US from time to time) or
M&T's prime rate plus 0.75% (effective rate of 3.67% at September 30, 2003).

         The Credit Agreement carries restrictions on, among other things,
indebtedness, liens, capital expenditures, dividends, asset dispositions,
cross-defaults and changes in control of Niagara and 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, the ratio of net income before interest,
taxes, depreciation and amortization ("EBITDA") to debt service and capital
expenditures, and the ratio of senior secured indebtedness to EBITDA. Niagara
US was in compliance with all of these requirements as of September 30, 2003.

         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 are
financed with internally generated funds and borrowings under the Company's
credit facilities. 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 September 30, 2003, Niagara had repurchased
1,758,938 shares of its Common Stock at a cost of $8,249,684. No shares were
repurchased during the nine months ended September 30, 2003.

         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") providing for a (pound)10 million (approximately $16.7
million) term loan and a (pound)9.8 million (approximately $16.3 million)
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 2.5% 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 August 31, 2005.
The principal repayment installments on the term loan escalate from
(pound)125,000 to (pound)213,333 (approximately $206,000 to $356,000)
throughout its term. Revolving credit loans made pursuant to the Facilities
Agreement are based upon a percentage of eligible inventory. On August 8, 2003,
the maturity date on these revolving credit loans was extended to July 31,
2005. Interest on the term and revolving credit loans under the Facilities
Agreement accrue at the BBA LIBOR rate (for periods specified by Niagara UK
from time to time) plus 0.15% (effective rate of 3.85% at September 30, 2003)
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 accrued 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 in
1999. The Subordinated Loan was capitalized to equity during the fourth quarter
of 2002.

         On August 23, 1999, Niagara UK entered into an Invoice Discounting
Agreement (the "Discount Agreement") with Royal Bank of Scotland Invoice
Discounting Limited ("RBID") (formerly known as Lombard Natwest Discounting
Limited) providing for advances to Niagara UK based upon a formula tied to the
receivables purchased by RBID. 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 $8.1 million) and subsequently reduced to (pound)2.5 million
(approximately $4.1 million) as of December 31, 1999 and (pound)1.25 million
(approximately $2.1 million) on August 8, 2003.

         At the Company's request, a number of amendments were made to the
Discount Agreement effective August 23, 2002. These amendments included (i) a
reduction in the maximum amount of advances to Niagara UK from (pound)20
million (approximately $33.0 million) to (pound)15.0 million (approximately
$25.0 million), (ii) a reduction in the interest rate applicable to such
advances from 2.25% to 2.0% above Royal Bank of Scotland's base rate (effective
rate of 5.15% at September 30, 2003) and (iii) the extension of the maturity
date on such advances to July 31, 2004. In connection with these amendments,
Niagara and Niagara UK agreed to capitalize the Subordinated Loan, which
occurred during the fourth quarter of 2002. On August 11, 2003, the maturity
date for advances made pursuant to the Discount Agreement was further extended
to July 31, 2005.

         The Facilities and Discount Agreements carry restrictions on, among
other things, security interests, borrowed money, asset dispositions,
dividends, transactions with affiliates, capital expenditures, cross-defaults,
changes in control of Niagara UK and mergers and acquisitions. Also included in
these agreements are requirements regarding tangible net worth, the ratio of
earnings before interest, taxes, depreciation and amortization to fixed charges
and the ratio of current assets to current liabilities. Niagara UK was in
compliance with all of these requirements as of September 30, 2003.

         In connection with the execution of the Facilities and Discount
Agreements, Niagara and Niagara UK entered into intercreditor agreements which,
among other things restrict the payment of dividends in respect of the Niagara
UK shares.

         As a result of depressed conditions in the manufacturing sector in the
United Kingdom including within the overall steel industry, and conditions
within the insurance industry following the events of September 11, 2001, the
market for credit insurance in the United Kingdom has deteriorated. This
necessitated Niagara guaranteeing certain trade payables of Niagara UK in the
aggregate amount of up to (pound)7.15 million (approximately $11.9 million) in
order to ensure an orderly supply of raw materials.

         At September 30, 2003, the Company had borrowed or been advanced
$41,442,000 under its revolving credit facilities and the Discount Agreement
and had approximately $14,500,000 in available credit thereunder, and the
outstanding balance of its term loans was $20,375,000. Working capital of the
Company at September 30, 2003 was $40,188,365.

CRITICAL ACCOUNTING POLICIES

         On December 12, 2001, the SEC issued Financial Reporting Release No.
60 which requires a discussion of the critical accounting policies used by
companies in the preparation of their financial statements. Note 1 to the
Company's audited financial statements for the year ended December 31, 2002
includes a summary of the significant accounting policies used by the Company
in the preparation of its financial statements. The Company believes that the
following critical accounting policies affect the significant judgments and
estimates used in the preparation of the Company's condensed financial
statements.

         The discussion and analysis of the Company's financial condition and
results of operations are based upon the Company's condensed consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires that management make estimates and
assumptions that affect the reported amounts of assets and liabilities,
revenues and expenses and the related disclosure of contingent assets and
liabilities. On an ongoing basis, management evaluates these estimates,
including those related to inventory reserves, taxes, doubtful accounts,
intangible assets, insurance, litigation, environmental compliance and other
contingencies. Management bases its estimates on historical data, when
available, professional advice, experience and various assumptions that are
believed to be reasonable under the circumstances, the combined results of
which form the basis for making judgments about the carrying values of assets
and liabilities. Actual results could differ from these estimates.

         Revenue from the sale of products is recorded at the time the goods
are shipped and title and risk of loss has transferred. Revenue from freight
charged to customers is recognized when products are shipped. Provisions for
discounts, customer returns and other adjustments are provided for in the
period the related sales are recorded based upon historical data.

         The Company reviews the carrying values of its long-lived and
identifiable intangible assets for possible impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may
not be recoverable. The Company assesses recoverability of these assets by
estimating future nondiscounted cash flows. Any long-lived assets held for
disposal are reported at the lower of their carrying amounts or fair value less
cost to sell.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This statement is required to be applied
for fiscal years beginning after June 15, 2002. The adoption of this statement
as of January 1, 2003 did not have an effect on the Company's financial
statements.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, and Amendment of FASB Statement No. 13, and
Technical Corrections." This statement, among other things, rescinds SFAS No.
4, "Reporting Gains and Losses from Extinguishment of Debt," which required
that all gains and losses from the extinguishment of debt be aggregated and, if
material, classified as an extraordinary item, net of related income tax
effect. As a result, the criteria in APB Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
will now be used to classify such gains and losses. SFAS No. 145 also amends
SFAS No. 13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-leaseback transactions. Such provisions of SFAS No. 145 are
required to be applied in fiscal years beginning after May 15, 2002. The
adoption of this statement as of January 1, 2003 did not have an effect on the
Company's financial statements.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred, as opposed to prior guidance which provided
that liability for such exit costs be recognized at the date of an entity's
commitment to an exit or disposal plan. This statement is required to be
applied to exit or disposal activities that are initiated after December 31,
2002. The adoption of this statement as of January 1, 2003 did not have an
effect on the Company's financial statements.

         In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Guarantees of
the Indebtedness of Others," which interprets the guidance in FASB Statement
No. 5, "Accounting for Contingencies," relating to a guarantor's accounting
for, and disclosure of, certain types of guarantees. Interpretation No. 45
requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. Under Interpretation No. 45, the recognition of the liability is
required even if it is not probable that payments will be required under the
guarantee. Previously, SFAS No. 5 required recognition of a liability only for
a probable loss. The recognition requirements of Interpretation No. 45 apply to
guarantees issued or modified after December 31, 2002. The disclosure
requirements are effective for interim and annual financial statements ending
after December 15, 2002. The adoption of Interpretation No. 45 as of January 1,
2003 did not have an effect on the Company's financial statements.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure--an amendment of FASB
Statement No. 123," which amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect on the method used on reported results. The adoption of this statement
as of January 1, 2003 did not have an effect on the Company's financial
statements.

         In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an interpretation of Accounting Research
Bulletin (ARB) No. 51" which defines when a business enterprise must
consolidate a variable interest entity. Interpretation No. 46, as amended,
applies in the first fiscal year or interim period beginning after December 15,
2003 to entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003 and applies immediately to variable interest
entities created after January 31, 2003. The Company did not have any variable
interest entities as of June 30, 2003.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends SFAS
No. 133 for certain decisions made by the FASB and is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. SFAS No. 149 is to be applied prospectively.
The provisions of SFAS No. 149 that relate to SFAS No. 133 implementation
issues that have been effective for fiscal quarters that began prior to June
15, 2003 continue to be applicable in accordance with their respective
effective dates. The adoption of this statement as of July 1, 2003 did not have
an effect on the Company's financial statements.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
which establishes standards for classifying and measuring certain financial
instruments with characteristics of both a liability and equity. SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and is otherwise effective at the beginning of the first interim period
beginning after June 15, 2003 The adoption of this statement as of July 1, 2003
did not have an effect on the Company's financial statements.


FORWARD-LOOKING STATEMENTS

         The Private Securities Litigation 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, in future
filings by Niagara with the SEC, in the Company's press releases or in oral
statements made by authorized officers of the Company. The factors discussed
under "CAUTIONARY STATEMENT 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, 2002, among others, could cause
actual results to differ materially from those contained in forward-looking
statements made in this Form 10-Q.


ITEM 3.           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),
exchange rate variability, the credit risk of its customers and the
availability to its suppliers of credit insurance on their receivables from the
Company. 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 2.85%, or M&T's prime rate plus 1.00%. Interest on revolving
credit loans made pursuant to such agreement accrues at either 2.50% above the
LIBOR rate (for a period specified by Niagara US from time to time) or M&T's
prime rate plus 0.75%. Interest on the term and revolving credit loans under
the Facilities Agreement accrues at the BBA LIBOR rate (for a period specified
by Niagara UK from time to time) plus 0.15%. Interest on advances under the
Discount Agreement accrues at Royal Bank of Scotland's base rate plus 2.0%.
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 (see
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- Liquidity and Capital Resources").

         The Company sells its products primarily to customers in North America
and Europe. Revenues from sales by Niagara US are collected exclusively in U.S.
dollars. Niagara UK's revenues are generally collected in the local currency of
its customers. In order to reduce its exposure to fluctuations in exchange
rates, Niagara UK purchased foreign exchange contracts in amounts and with
expiration dates in line with customer orders. Niagara UK discontinued this
practice in February 2002. Following the adoption of the Euro and through
September 30, 2003, Niagara UK borrowed funds in foreign currencies and amounts
in line with its export sales, and repaid such borrowings upon receipt of funds
from its foreign customers.

         The Company is subject to the economic conditions affecting its
customers. The Company's exposure to losses on trade accounts receivable is
principally dependent on each customer's financial condition. The Company
monitors its exposure for credit losses and maintains allowances for
anticipated losses after giving consideration to current delinquency data,
historical loss experience, and economic conditions impacting steel service
centers and original equipment manufacturers. Management continuously reviews
information concerning the financial condition of the Company's customers and
believes that the Company's allowance for doubtful accounts is sufficient to
cover such risks. In addition, Niagara UK has insured substantially all of its
accounts receivable to further reduce its customer credit risk. Generally,
these insurance policies provide for payments to Niagara UK of 80% of the
unpaid invoiced amounts.


         As a result of depressed conditions in the manufacturing sector in the
United Kingdom including within the overall steel industry, and conditions
within the insurance industry following the events of September 11, 2001, the
market for credit insurance in the United Kingdom deteriorated. This
necessitated Niagara guaranteeing certain trade payables of Niagara UK in the
aggregate amount of up to (pound)7.15 million (approximately $11.9 million) in
order to ensure an orderly supply of raw materials.

ITEM 4. CONTROLS AND PROCEDURES

         (a) Disclosure Controls and Procedures. The Company's management, with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of
September 30, 2003. Based on such evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that, as of September 30,
2003, the Company's disclosure controls and procedures are effective at the
reasonable assurance level in recording, processing, summarizing and reporting,
on a timely basis, information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act.

         (b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the three months ended September 30, 2003 that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.


                          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 parts of the costs required to
remove or remediate previously disposed wastes or hazardous substances at
locations they own or operate 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 six such third-party sites. Management believes that,
in five cases, the volumes of the waste allegedly attributable to LaSalle and
the share of costs for which it may be liable are de minimis. In three of these
cases, LaSalle has entered into de minimis settlement agreements resolving the
pending claims of liability. In connection with the fourth site, the United
States Environmental Protection Agency (the "EPA") has notified LaSalle that it
does not intend to seek cost recovery from it at this time. In the one non-de
minimis 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 costs of remediation. LaSalle and this group of
companies have also signed an Administrative Order on Consent with the EPA and
performed a limited remediation at the site. LaSalle has received insurance
settlements in amounts that largely cover the financial contributions it has
made for these sites through September 30, 2003. 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
believes that LaSalle's share of the additional costs will not 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.

              (a) An Annual Meeting of Niagara's Stockholders was held on July
15, 2003.

              (b) Michael J. Scharf, Gilbert D. Scharf, Frank Archer, Gerald L.
Cohn, Andrew R. Heyer and Douglas T. Tansill were elected as directors of
Niagara at the Annual Meeting.

              (c) The matters voted upon at the Annual Meeting were (i) the
election of Michael J. Scharf, Gilbert D. Scharf, Frank Archer, Gerald L. Cohn,
Andrew R. Heyer and Douglas T. Tansill to hold office until the next Annual
Meeting of Stockholders or until their respective successors have been duly
elected and qualified, the vote as to which was 7,732,846 for and 61,174
withheld for each of Messrs. Michael Scharf and Gilbert Scharf, 7,735,446 for
and 58,574 withheld for Mr. Archer, 7,735,646 for and 58,374 withheld for Mr.
Cohn, 7,735,846 for and 58,174 withheld for Mr. Heyer, and 7,749,746 for and
44,274 withheld for Mr. Tansill, and (ii) the ratification of Deloitte & Touche
LLP as Niagara's independent accountants for 2003, the vote as to which was
7,788,220 for, 2,600 against and 3,200 abstentions.

ITEM 5.       OTHER INFORMATION.

              Not applicable.

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

              (a) Exhibits.

            4.1            Thirteenth Amendment to the Revolving Credit and
                           Term Loan Agreement by and among Niagara LaSalle
                           Corporation, LaSalle Steel Company, Manufacturers
                           and Traders Trust Company (individually and as
                           Agent), Citizens Bank of Pennsylvania, PNC Bank,
                           N.A., and Comerica Bank, effective as of September
                           1, 2003.

            31.1           Certification of Chief Executive Officer pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

            31.2           Certification of Chief Financial Officer pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

            32.1           Certification of Chief Executive Officer pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

            32.2           Certification of Chief Financial Officer pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.


              (b) Reports on Form 8-K.

              During the quarter ended September 30, 2003, Niagara filed three
              Current Reports on Form 8-K. The first report, dated July 21,
              2003, announced the results of Niagara's 2003 Annual Meeting of
              Stockholders and the appointment of new officers. The second
              report, dated August 14, 2003, related to the announcement of the
              Company's results of operations for the three and six months
              ended June 30, 2003. The third report, dated September 24, 2003,
              related to the announcement of the completion of the sale of
              Niagara UK's GB Longmore property in Darlaston.

                                   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.


                                NIAGARA CORPORATION
                                (Registrant)


Date: November 14, 2003         /s/ Michael Scharf
                                ------------------------------------------
                                Michael Scharf, Chairman, President &
                                Chief Executive Officer


Date: November 14, 2003         /s/ Anthony J. Verkruyse
                                ------------------------------------------
                                Anthony J. Verkruyse, Vice President, Treasurer
                                & Chief Financial Officer