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, 2002

                        Commission File Number 0-22206

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



            Delaware                                          59-3182820
  -----------------------------                           --------------------
 (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                         Identification Number)



                              667 Madison Avenue
                           New York, New York 10021
                           ------------------------
                   (Address of Principal Executive Offices)

                                (212) 317-1000
                           ------------------------
                            (Registrant's Telephone
                         Number, Including Area Code)

                                      N/A
             ----------------------------------------------------
             (Former Name, Former Address and Former Fiscal Year,
                        if Changed Since Last Report.)

         Indicate by check 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, 2002.

<PAGE>

NIAGARA CORPORATION

Index to September 2002 Form 10-Q
--------------------------------------------------------------------------------
                                                                           Page
                                                                           ----


                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited):
             Niagara Corporation
               Balance Sheets..............................................   3
               Statements of Operations.................................... 4-5
               Statement of Stockholders' Equity...........................   6
               Statements of Cash Flows....................................   7
               Notes to Financial Statements...............................   8

Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations............................  13

Item 3.  Quantitative and Qualitative Disclosures about Market Risk .......  21

Item 4.  Controls and Procedures...........................................  22


                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings  ...............................................  23

Item 2.  Changes in Securities and Use of Proceeds.........................  23

Item 3.  Defaults Upon Senior Securities...................................  23

Item 4.  Submission of Matters to a Vote of Security Holders...............  23

Item 5.  Other Information.................................................  23

Item 6.  Exhibits and Reports on Form 8-K..................................  24

Signatures.................................................................  25

Certifications.............................................................  26


<PAGE>

                                                           NIAGARA CORPORATION
                                                              AND SUBSIDIARIES

                                                                Balance Sheets
-------------------------------------------------------------------------------
                                                  December 31,    September 30,
-------------------------------------------------------------------------------
                                                          2001             2002
-------------------------------------------------------------------------------
                                                                    (unaudited)
-------------------------------------------------------------------------------

Assets

Current:
   Cash and cash equivalents                       $ 1,692,070      $ 5,042,111
--------------------------------------------------------------------------------

   Trade accounts receivable, net
     of allowance for doubtful accounts
     of $1,276,000 and $1,247,000                   37,844,609       38,293,559
   Inventories                                      44,113,663       51,542,446
   Deferred income taxes                             1,678,000        1,678,000
   Other current assets                              3,870,749        4,927,124
--------------------------------------------------------------------------------
        Total current assets                        89,199,091      101,483,240

Property, plant and equipment,
  net of accumulated depreciation
  and amortization of $40,232,578
  and $48,156,559                                   89,658,179       84,330,712
Goodwill                                             1,904,499        1,904,499
Deferred financing costs,
  net of accumulated amortization
  of $516,564 and $599,580                             258,436          175,420
Intangible pension asset                               370,000          331,000
Other assets, net of accumulated
  amortization of $883,293 and $985,081                488,725          621,246
--------------------------------------------------------------------------------
                                                 $ 181,878,930     $188,846,117
================================================================================
Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                              $  32,604,979     $ 40,698,610
   Accrued expenses                                 10,671,116       14,426,410
   Current maturities of long-term debt              9,709,148       10,023,341
--------------------------------------------------------------------------------
        Total current liabilities                   52,985,243       65,148,361

Other:

   Long-term debt, less current maturities          62,293,980       55,834,676
   Accrued pension cost                              1,987,000          987,250
   Accrued other postretirement benefits             5,302,483        5,024,606
   Deferred income taxes                            10,020,000       10,434,620
   Other noncurrent liabilities                         37,710          176,575
--------------------------------------------------------------------------------
        Total liabilities                          132,626,416      137,606,088
--------------------------------------------------------------------------------
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                                11,852,159       13,168,211
   Accumulated other comprehensive loss             (4,471,634)      (3,800,171)
--------------------------------------------------------------------------------
                                                    57,502,198       59,489,713

   Treasury stock, at cost, 1,758,938 shares        (8,249,684)      (8,249,684)
--------------------------------------------------------------------------------

        Total stockholders' equity                  49,252,514       51,240,029
--------------------------------------------------------------------------------
                                                 $ 181,878,930    $ 188,846,117
================================================================================

                                See accompanying notes to financial statements.

<PAGE>

                                                           NIAGARA CORPORATION
                                                              AND SUBSIDIARIES

                                                      Statements of Operations
                                                                   (Unaudited)

================================================================================
Three months ended September 30,                      2001                 2002
--------------------------------------------------------------------------------
Net sales                                     $ 60,372,998        $  67,650,129
Cost of products sold                           54,568,276           60,779,508
--------------------------------------------------------------------------------
         Gross profit                            5,804,722            6,870,621

Operating expenses:

   Selling, general and administrative           6,440,541            6,618,897
--------------------------------------------------------------------------------
        Income (loss) from operations             (635,819)             251,724

Other income (expense):

   Interest expense                             (1,267,532)            (889,866)
   Gain on sale of property                              -            2,906,834
   Other income                                     94,078                2,563
--------------------------------------------------------------------------------
        Income (loss) before income taxes       (1,809,273)           2,271,255

Provision (benefit) for income taxes              (650,000)             880,000
--------------------------------------------------------------------------------
Net income (loss)                             $ (1,159,273)           1,391,255
================================================================================

Earnings (loss) per share
  (basic and diluted)                         $      (.14)          $       .17
================================================================================

Weighted average common shares outstanding:
  (basic and diluted)                           8,351,559             8,238,517
================================================================================

                                 See accompanying notes to financial statements.
<PAGE>


<PAGE>

                                                           NIAGARA CORPORATION
                                                              AND SUBSIDIARIES

                                                      Statements of Operations
                                                                   (Unaudited)

================================================================================
Nine months ended September 30,                       2001                2002
--------------------------------------------------------------------------------

Net sales                                    $ 211,928,548         $197,223,228

Cost of products sold                          188,022,882          175,467,176
--------------------------------------------------------------------------------
      Gross profit                              23,905,666           21,756,052

Operating expenses:

   Selling, general and administrative          19,993,365           19,029,165
--------------------------------------------------------------------------------
     Income from operations                      3,912,301            2,726,887

Other income (expense):

   Interest expense                            (4,348,949)           (2,707,440)
   Gain on sale of property                             -             2,906,834
   Other income                                   189,208               214,771
--------------------------------------------------------------------------------
     Income (loss) before income taxes           (247,440)            3,141,052

Provision (benefit) for income taxes              (60,000)            1,825,000
--------------------------------------------------------------------------------
Net income (loss)                              $ (187,440)          $ 1,316,052
================================================================================
Earnings (loss) per share
  (basic and diluted)                          $     (.02)          $       .16
================================================================================
Weighted average common shares outstanding:
  (basic and diluted)                           8,359,686             8,238,517
================================================================================

                                 See accompanying notes to financial statements.


<PAGE>
<TABLE>
                                                                                                                NIAGARA CORPORATION
                                                                                                                  AND SUBSIDIARIES

                                                                                                  Statement of Stockholders' Equity
                                                                                                                       (Unaudited)
<CAPTION>
===================================================================================================================================
Nine months ended September 30, 2002
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                            Accumulated
                                     Common Stock            Additional                       other         Treasury       Total
                               -------------------------      paid-in         Retained     comprehensive     stock     stockholders'
                               Number of shares   Amount      capital         earnings         loss          at cost      equity
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>              <C>             <C>       <C>             <C>            <C>            <C>           <C>
Balance, January 1, 2002          9,997,455       $9,998    $50,111,675    $11,852,159     $(4,471,634)   $(8,249,684)  $49,252,514
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:

   Net income for the period            -              -            -        1,316,052               -             -      1,316,052
   Foreign currency
     translation adjustment
     (Note 2)                           -              -            -                          671,463             -        671,463
------------------------------------------------------------------------------------------------------------------------------------

Total comprehensive income              -              -            -                 -              -             -      1,987,515

====================================================================================================================================
Balance, September 30, 2002       9,997,455       $9,998    $50,111,675    $13,168,211     $(3,800,171)   $(8,249,684)   $51,240,029
====================================================================================================================================

                                                                                    See accompanying notes to financial statements.
</TABLE>

<PAGE>



                                                           NIAGARA CORPORATION
                                                              AND SUBSIDIARIES

                                                      Statements of Cash Flows
                                                                    (Unaudited)

================================================================================
Nine months ended September 30,                        2001               2002
--------------------------------------------------------------------------------
Cash flows from operating activities:

   Net income (loss)                             $ (187,440)       $  1,316,052
-------------------------------------------------------------------------------
   Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:

        Depreciation and amortization              7,217,569          6,887,718

        Gain on sale of property                           -         (2,906,834)

        Provision for doubtful accounts              309,460            (45,598)

        Deferred income taxes                              -            414,619

        Pension costs                             (1,857,483)          (999,750)

        Other postretirement benefits               (125,320)          (277,877)

        Changes in assets and liabilities:

            Decrease in accounts receivable        7,716,976          1,153,705

            Decrease (increase) in inventories    12,119,620         (6,247,464)

            Increase in other assets, net         (1,147,331)          (819,587)

           (Decrease) increase in trade
            accounts payable, accrued
            expenses and other non-current
            liabilities                          (11,305,350)        10,091,794
--------------------------------------------------------------------------------
                Total adjustments                 12,928,141          7,250,726
--------------------------------------------------------------------------------
                Net cash provided by
                 operating activities             12,740,701          8,566,778
--------------------------------------------------------------------------------
Cash flows from investing activities:

   Proceeds from sale of property                          -          3,109,050

   Acquisition of property and equipment          (2,703,285)          (741,302)
--------------------------------------------------------------------------------
                Net cash (used in)
                 provided by
                 investing activities             (2,703,285)         2,367,748
--------------------------------------------------------------------------------
Cash flows from financing activities:

   Repayment of long-term debt                    (9,434,966)        (7,948,112)
   Payments to acquire treasury stock               (219,275)               -
--------------------------------------------------------------------------------
                Net cash used in
                 financing activities             (9,654,241)        (7,948,112)
--------------------------------------------------------------------------------
Effect of exchange rate changes
  on cash and cash equivalents                      (117,816)           363,627
--------------------------------------------------------------------------------
Net increase in cash and cash equivalents            265,359          3,350,041

Cash and cash equivalents,
  beginning of period                              2,350,515          1,692,070
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period         $ 2,615,874        $ 5,042,111
================================================================================

                                See accompanying notes to financial statements.
<PAGE>


                                                             NIAGARA CORPORATION
                                                                AND SUBSIDIARIES

                               Notes to Financial Statements - Information as of
                                    September 30, 2002 and for the periods ended
                                       September 30, 2001 and 2002 is unaudited.
================================================================================

1.    Basis of             The accompanying condensed financial statements
      Presentation         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. Results
                           for interim periods are not necessarily indicative of
                           the results to be expected for an entire fiscal year.
                           It is suggested that these condensed financial
                           statements be read in conjunction with the Company's
                           audited financial statements and accompanying notes
                           for the year ended December 31, 2001.

2.    Foreign Currency     Niagara UK, an English company, uses British pounds
      Translation and      sterling ("(pound)") as its functional currency and
      Transactions         its accounts are translated to United States dollars
                           in conformity with Statement of Financial Accounting
                           Standards ("SFAS") No. 52, "Foreign Currency
                           Translation." Assets and liabilities of this
                           subsidiary are translated at the exchange rates in
                           effect at the balance sheet dates and the related
                           revenues and expenses have been translated at the
                           average rate 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 (expense) within the
                           Statements of Operations.

3.    Inventories          Inventories consisted of the following:

                                                  December 31,     September 30,
                                                          2001              2002
                                               ---------------------------------

                            Raw materials          $10,503,938       $15,120,109

                            Work-in-process          3,783,934         3,977,418

                            Finished goods          29,825,791        32,444,919
                                               ---------------------------------

                                                   $44,113,663       $51,542,446
                           =====================================================

                           At September 30, 2002, Niagara US inventories were
                           $35,892,736 determined using the LIFO method and
                           Niagara UK inventories were $15,649,710 determined
                           using the FIFO method.

4.    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, 2002 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 $1,220,000 as of
                           September 30, 2002. 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.

                           The hourly production workers at LaSalle's Griffith,
                           Indiana facility, representing approximately 3.5% of
                           Niagara US's personnel, are covered by a collective
                           bargaining agreement which expires on February 19,
                           2003.

5.    Segments and         The Company operates in two reportable segments: (i)
      Related              Niagara US which has operations in  the United States
      Information          and (ii) Niagara UK which has operations in the
                           United Kingdom. The Company operates these segments
                           as separate strategic business units and measures the
                           segment performance based on earnings before
                           interest, taxes, depreciation and amortization
                           ("EBITDA"). Niagara UK uses British pounds sterling
                           as its functional currency and its accounts are
                           translated to United States dollars in conformity
                           with SFAS No. 52, "Foreign Currency Translation."
                           Assets and liabilities of this subsidiary have been
                           translated at the exchange rates in effect on
                           September 30, 2001 and 2002 and the related revenues
                           and expenses have been translated at the average
                           rates for the periods. The following tables set forth
                           certain performance and other information by
                           reportable segment.
<TABLE>
<CAPTION>
                           Three months ended
                           September 30, 2001                          Niagara US         Niagara UK
                          ------------------------------------------------------------------------------
                           <S>                                       <C>                <C>
                           Net sales                                 $ 34,591,666       $ 25,781,332

                           Segment profit (EBITDA)                      1,621,399            484,466

                           Depreciation and amortization                1,817,405            393,108

                           Interest expense                               756,515            511,017

                           Long-lived assets                           81,766,043         14,257,062

                           Segment assets                             129,784,149         60,401,809

                           Acquisition of property and equipment          473,600            702,560
                          ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                           Three months ended
                           September 30, 2002                          Niagara US         Niagara UK
                          ------------------------------------------------------------------------------
                           <S>                                          <C>                <C>
                           Net sales                                   $ 47,352,893       $ 20,297,236

                           Segment profit (loss) (EBITDA)(a)              3,404,235           (422,556)

                           Depreciation and amortization                  1,864,029            372,650

                           Interest expense                                 486,691            403,175

                           Long-lived assets                             75,696,969         11,170,622

                           Segment assets                               133,662,947         54,104,236

                           Acquisition of property and equipment             76,932             14,300
                          ------------------------------------------------------------------------------

                           (a) Segment profit (loss) (EBITDA) for Niagara UK does not
                           include a $2,906,834 gain on the sale of property.
</TABLE>


<TABLE>
<CAPTION>
                           Nine months ended
                           September 30, 2001                           Niagara US         Niagara UK
                          ------------------------------------------------------------------------------
                           <S>                                       <C>                <C>
                           Net sales                                   $128,296,148         $83,632,400

                           Segment profit (EBITDA)                        9,387,576           3,461,313

                           Depreciation and amortization                  5,729,342           1,399,208

                           Interest expense                               2,678,852           1,670,097

                           Long-lived assets                             81,766,043          14,257,062

                           Segment assets                               129,784,149          60,401,109

                           Acquisition of property and equipment          1,649,860           1,016,759
                          ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                           Nine months ended
                           September 30, 2002                           Niagara US           Niagara UK
                          ------------------------------------------------------------------------------
                           <S>                                         <C>                  <C>
                           Net sales                                   $135,057,871        $62,165,357

                           Segment profit (loss) (EBITDA)(a)             11,775,076           (821,247)
                                                                          5,565,754          1,253,984
                           Depreciation and amortization
                                                                          1,526,272          1,181,168
                           Interest expense
                                                                         75,696,969         11,170,622
                           Long-lived assets
                                                                        133,662,947         54,104,236
                           Segment assets
                                                                            504,047            235,400
                           Acquisition of property and equipment
                          -----------------------------------------------------------------------------

                           (a) Segment profit (loss) (EBITDA) for Niagara UK does not
                           include a $2,906,834 gain on the sale of property.
</TABLE>

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

                           Approximately 68% of Niagara UK's sales to
                           unaffiliated customers during the nine months ended
                           September 30, 2002 were within the United Kingdom,
                           16% to continental Europe and 15% to the rest of the
                           world. These amounts were 63%, 19% and 18%,
                           respectively, for the nine months ended September 30,
                           2001. For these periods, Niagara UK's sales to any
                           one foreign country, other than the United States,
                           represented less than 5% of its total sales.

                           Certain of the foregoing segment information (profit,
                           depreciation and amortization, assets and acquisition
                           of property and equipment) does not include
                           components attributable to Niagara or incurred by
                           Niagara on behalf of its operating subsidiaries.
<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 ($5,329,800), which Niagara UK had an option to purchase for
(pound)1,495,000 ($2,213,348). On September 30, 2002, Niagara UK completed the
transaction by selling this option to purchase. This sale resulted in a
pre-tax gain of (pound)1,963,414 ($2,906,834) and an after-tax gain of
(pound)1,463,414 ($2,166,584) which reflects a reduction in Niagara UK's
deferred tax asset (recorded as an increase in accrued expenses).

         In response to an International Trade Commission finding on the
negative effects of imports on the domestic steel industry and its workers, on
March 5, 2002, President Bush announced tariffs and other measures concerning
a broad range of steel products imported into the United States. These
measures became effective on March 20, 2002 and include tariffs on imported
hot rolled and cold finished steel bar of 30% in the first year, 24% in the
second year and 18% in the third year. Excluded from the tariffs are imports
from many developing countries, as well as Canada and Mexico. The Company
submitted applications for exclusion of approximately 22,000 tons of Niagara
UK products (based on 2001 shipments), approximately 58% of which were
granted. The Company intends to submit additional applications for tariff
exclusion later this year.

         On July 2, 2002, Niagara LaSalle offered to purchase from Republic
Technologies International, LLC ("Republic") all of the equipment and supplies
located at Republic's Harvey, Illinois facility. Niagara LaSalle's offer of $
2.225 million prevailed at an auction held on July 8, 2002 and was approved by
the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division,
on July 23, 2002. The closing of this transaction, which is scheduled to occur
by November 19, 2002, is subject to the satisfaction of certain conditions.
Management has not yet determined where this equipment would be deployed.

          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.

Results of Operations

         During the third quarter of 2002, the Company experienced an overall
increase in sales and net income as compared to the same period in 2001. The
Company's U.S. operations continued the improvement that began in the first
quarter of 2002 as a result of firmer pricing and a reduction in capacity, due
primarily to the closure of certain competitors' facilities. As a result,
Niagara US's sales, margins and net income improved for the quarter as
compared to the third quarter of 2001.

         During the third quarter of 2002, the Company's U.K. operations
continued to be faced with depressed conditions in the manufacturing sector of
the U.K. and imports from lower-cost foreign competitors. While prices
increased marginally toward the end of the quarter, demand for Niagara UK's
products lacks buoyancy. In addition, the high value of the pound sterling
relative to the Euro and the imposition of U.S. tariffs on imported steel
(notwithstanding the exclusions obtained by the Company) had a negative impact
on Niagara UK's export business. As a result, Niagara UK's sales and margins
declined for the quarter as compared to the third quarter of 2001.

         As previously discussed, results for the three and nine months ended
September 30, 2002 were favorably impacted by the sale of Niagara UK's option
to purchase the Tipton property resulting in a tax-adjusted gain of
(pound)1,463,414 ($2,166,584).


Three Months ended September 30, 2002 compared with September 30, 2001

         Net sales for the three months ended September 30, 2002 were
$67,650,129, representing an increase of $7,277,131, or 12.1%, over the same
period in 2001. Net sales by the Company's U.S. operations increased by
$12,761,227, or 36.9%, which was partially offset by a decrease in net sales
by the Company's U.K. operations of $5,484,096, or 21.3%. The increase in net
sales attributable to the Company's U.S. operations was due primarily to an
increase in sales volume of 35.6% and, to a lesser extent, an increase in
prices, while the decrease in net sales attributable to the Company's U.K.
operations was due primarily to a decrease in sales volume of 19.0% and, to a
lesser extent, a decrease in prices and the imposition of U.S. tariffs on
imported steel.

         Cost of products sold for the three months ended September 30, 2002
increased by $6,211,232 to $60,779,508, representing an increase of 11.4% over
the same period in 2001. This increase was primarily attributable to the
increase in the cost of products sold by the Company's U.S. operations of
$10,711,367 due to the increase in sales volume by such operations, which was
partially offset by a decrease in the cost of products sold by the Company's
U.K. operations of $4,500,135 due to the decrease in sales volume by such
operations.

         Gross margins for the three months ended September 30, 2002 increased
by 0.6% compared to the same period in 2001. Gross margins for the Company's
U.S. operations increased by 2.3% and were partially offset by a decrease of
1.9% in gross margins for the Company's U.K. operations.

         Selling, general and administrative expenses for the three months
ended September 30, 2002 increased by $178,356 to $6,618,897, or 9.8% of
sales, compared to 10.7% of sales for the same period in 2001. The increase in
dollar amount and the decrease as a percentage of sales were primarily
attributable to the increase in net sales by the Company's U.S. operations.

         Interest expense for the three months ended September 30, 2002
decreased by $377,666 to $889,866, due to decreased levels of borrowing and
lower interest rates.

         Net income for the three months ended September 30, 2002 was
$1,391,255, an increase of $2,550,528, as compared to a net loss of $1,159,273
for the three months ended September 30, 2001. The increase in net income
attributable to the Company's U.S. operations was $906,962. The increase in
net income attributable to the Company's U.K. operations was $1,643,566, which
included an after-tax gain of $2,166,584 on the sale of a property option. Net
income attributable to the Company's U.S. operations for the three months
ended September 30, 2002 reflects statutory tax rates whereas the net income
attributable to the Company's U.K. operations for this period reflects a tax
rate higher than the statutory rate primarily as a result of a reduction in
Niagara UK's deferred tax asset (recorded as an increase in accrued expenses)
given the uncertainty of its realization.


Nine Months ended September 30, 2002 compared with September 30, 2001

         Net sales for the nine months ended September 30, 2002 were
$197,223,228, representing a decrease of $14,705,320, or 6.9%, over the same
period in 2001. Net sales by the Company's U.K. operations decreased by
$21,467,043, or 25.7%, which was partially offset by an increase in net sales
by the Company's U.S. operations of $6,761,723 or 5.3%. The decrease in net
sales attributable to the Company's U.K. operations was due primarily to a
decrease in volume of 22.1% and, to a lesser extent, a decrease in prices and
the imposition of U.S. tariffs on imported steel, while the increase in net
sales attributable to the Company's U.S. operations was due primarily to an
increase in sales volume of 5.7% and, to a lesser extent, an increase in prices.

         Cost of products sold for the nine months ended September 30, 2002
decreased by $12,555,706 to $175,467,176, representing a decrease of 6.7% over
the same period in 2001. This decrease was primarily attributable to the
decrease in the cost of products sold by the Company's U.K. operations of
$16,926,676 due to the decrease in sales volume by such operations, which was
partially offset by an increase in the cost of products sold by the Company's
U.S. operations of $4,370,970 due to the increase in sales volume by such
operations.

         Gross margins for the nine months ended September 30, 2002 decreased
by 0.2% compared to the same period in 2001. Gross margins for the Company's
U.K. operations decreased by 2.5%, which was partially offset by an increase of
1.3% in gross margins for the Company's U.S. operations.

         Selling, general and administrative expenses for the nine months
ended September 30, 2002 decreased by $964,200 to $19,029,165, or 9.6% of
sales, compared to 9.4% of sales for the same period in 2001. The reduction in
dollar amount was primarily attributable to the Company's cost-cutting
measures, and the increase as a percentage of sales was due primarily to the
decrease in net sales.

         Interest expense for the nine months ended September 30, 2002
decreased by $1,641,509 to $2,707,740, due to decreased levels of borrowing
and lower interest rates.

         Net income for the nine months ended September 30, 2002 was
$1,316,052 as compared to a net loss of $187,440 for the nine months ended
September 30, 2001. The decrease attributable to the Company's U.K. operations
was $689,651, which was offset by an increase of $2,193,142 attributable to
the Company's U.S. operations. Net income attributable to the Company's U.S.
operations for the nine months ended September 30, 2002 reflects statutory tax
rates whereas the net loss attributable to the Company's U.K. operations for
this period reflects a tax accrual primarily as a result of a reduction in
Niagara UK's deferred tax asset (recorded as an increase in accrued expenses)
given the uncertainty of its realization.

Liquidity and Capital Resources

         The Company's short-term liquidity requirement for day-to-day
operating expenses has been, and is expected to continue to be, funded by cash
provided by operations, borrowings under its revolving credit facilities and
advances under its invoice discounting agreement. The Company's principal
long-term liquidity requirement has been, and is expected to continue to be,
the 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, 2002 totaled $741,302 as
compared to $2,703,285 for the same period in 2001. This decrease was
attributable to a decrease by both U.S. and U.K. operations in the purchase of
new machinery and equipment in response to weak operating conditions.

         Cash flows provided by operating activities were $8,566,778 for the
nine months ended September 30, 2002, a decrease of $4,173,923 as compared to
cash flows provided by operating activities of $12,740,701 for the same period
in 2001. This decrease was largely attributable to an increase in U.S.
inventories in 2002 of $8,733,224 which was partially offset by a decrease in
U.K. inventories of $2,485,760 (for a net increase of $6,247,464) as compared
to a decrease of $12,119,620 in 2001, a decrease in accounts receivable of
$1,153,705 in 2002 as compared to a decrease of $7,716,976 in 2001. These were
partially offset by an increase in accounts payable, accrued expenses and
other non-current liabilities of $10,091,794 in 2002 as compared to a decrease
of $11,305,350 in 2001. Cash and cash equivalents at September 30, 2002 was
$5,042,111, an increase of $3,350,041 as compared to December 31, 2001. Such
funds, which include $3,278,940 in proceeds received on September 30, 2002 for
the sale of the Tipton property option, 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 agreement. The other parties to the Credit Agreement are
Manufacturers and Traders Trust Company ("M&T"), Comerica Bank, Citizens
Business Credit Company, 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. 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 both the term loan and revolving credit loans
made pursuant to the Credit Agreement was extended to July 31, 2004.

         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%. 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%.

         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 and the ratio of net income before interest,
taxes, depreciation and amortization to debt service and capital expenditures.
Niagara US was in compliance with all of these requirements as of September
30, 2002.

         On May 20, 1998, Niagara's Board of Directors authorized the
repurchase, from time to time, of up to one million shares of Niagara Common
Stock in open market and privately negotiated transactions. On October 6,
1999, Niagara's Board authorized the repurchase of an additional one million
Niagara shares. Such repurchases are subject to market and other conditions
and financed with internally generated funds 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, 2002, 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, 2002.

         On May 21, 1999 and in connection with the acquisition of the steel
bar businesses from Glynwed Steels, Niagara UK entered into a bank facilities
agreement (the "Facilities Agreement") with National Westminster Bank Plc
("National Westminster"). The Facilities Agreement provides for a (pound)10
million (approximately $15.6 million) term loan and a (pound)9.8 million
(approximately $15.3 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 April 30,
2006. The principal repayment installments on the term loan escalate from
(pound)125,000 to (pound)213,333 throughout its term. Revolving credit loans
made pursuant to the Facilities Agreement are based upon a percentage of
eligible inventory and will mature on July 31, 2004. 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% and is
payable at the conclusion of such interest periods.

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

         On August 23, 1999, Niagara UK entered into 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 $7.6 million) and subsequently reduced to (pound)2.5 million
(approximately $3.9 million) as of December 31, 1999.

         At the Company's request, a number of amendments were made to the
Discount Agreement effective August 23, 2002. These amendments include (i) a
reduction in the maximum amount of advances to Niagara UK from (pound)20
million (approximately $31.2 million) to (pound)15.0 million (approximately
$23.4 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 and (iii)
the extension of the maturity date on such advances from August 23, 2003 to
July 31, 2004. In connection with these amendments, Niagara and Niagara UK
agreed to convert the Subordinated Loan to equity of Niagara UK by November
30, 2002.

         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 consolidated EBITDA to consolidated 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, 2002.

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

         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 been deteriorating over
the last six months. This has necessitated, during October of 2002, Niagara
guaranteeing on a short-term basis certain trade payables of Niagara UK in the
aggregate amount of up to (pound)6.65 million (approximately $10.4 million) in
order to ensure an orderly supply of raw materials.

         At September 30, 2002, the Company had borrowed or been advanced
$35,826,000 under its revolving credit facilities and the Discount Agreement
and had approximately $22,800,000 in available credit thereunder, and the
outstanding balance of its term loans was $29,420,000. Working capital of the
Company at September 30, 2002 was $36,334,879.

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, 2001 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 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. 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.

Effect of Recent Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," which requires that entities use the purchase method of
accounting, and prohibits the use of the pooling-of-interests method of
accounting, for all business combinations initiated after June 30, 2001. This
statement also requires that the Company recognize acquired intangible assets
apart from goodwill if the acquired intangible assets meet certain criteria.
The Company's previous business combinations were accounted for using the
purchase method. The adoption of this statement had no effect on the Company's
financial statements.

         In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which requires, among other things, that entities no
longer amortize goodwill and other intangible assets having indefinite useful
lives, but rather test them, at least annually, for impairment. In accordance
with this statement, intangible assets that have finite useful lives will
continue to be amortized over their useful lives. SFAS No. 142 is required to
be applied in fiscal years beginning after December 15, 2001 to all goodwill
and other intangible assets recognized at that date, regardless of when such
assets were initially recognized. This statement also requires that entities
complete a transitional goodwill impairment test six months from the date of
adoption and reassess the useful lives of other intangible assets within the
first quarter of its adoption. The Company has completed this test and, based
upon an appraisal by an independent third party, determined that the net
carrying amount of goodwill is not impaired. The adoption of this statement
has not had an effect on the Company's financial statements. For the three and
nine months ended September 30, 2001, goodwill amortization net of tax benefit
was approximately $12,000 and $36,000, respectively. As of September 30, 2002,
the net carrying amount of goodwill was $1,904,499.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Assets
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 is not expected to have a material effect on the Company's financial
statements.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting for the impairment or disposal of long-lived assets. This statement
requires that one accounting model be used for long-lived assets to be
disposed of by sale, and broadens the presentation of discontinued operations
to include more disposal transactions. This statement is required to be
applied for fiscal years beginning after December 15, 2001. The adoption of
this statement has not had a material 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, Amendment of FASB Statement No. 13, and
Technical Corrections." This statement, among other things, rescinds Statement
No. 4, which required that all gains and losses from the extinguishment of
debt to be aggregated and, if material, classified as an extraordinary item,
net of related income tax effect. As a result, the criteria in Accounting
Principle Board Opinion No. 30 will now be used to classify such gains and
losses. SFAS No. 145 also amends SFAS Statement 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 is
not expected to have a material 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 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 is not expected to have a material 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, 2001,
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.

         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. Through February 2002, 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. Following the adoption of the Euro earlier this year, Niagara UK's
exposure to such fluctuations was substantially reduced. As a result, Niagara
UK has discontinued its purchase of foreign exchange contracts.

         The Company is subject to the economic conditions affecting its
customers. To reduce its customer credit risk, Niagara UK has insured
substantially all of its accounts receivable. Generally, these insurance
policies provide for payments to Niagara UK of 80% of the unpaid invoiced
amounts. In the U.S., management continuously reviews information concerning
the financial condition of its customers and believes that its allowance for
doubtful accounts is sufficient to cover such risks.

         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 been deteriorating over
the last six months. This has necessitated, during October of 2002, Niagara
guaranteeing on a short-term basis certain trade payables of Niagara UK in the
aggregate amount of up to (pound)6.65 million (approximately $10.4 million) in
order to ensure an orderly supply of raw materials.


         ITEM 4. CONTROLS AND PROCEDURES

         Within 90 days prior to the date of this quarterly report, an
evaluation was performed under the supervision and with the participation of
the Company's management, including the Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on such evaluation, such
individuals have concluded that as of such evaluation date, the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC reports.
There have been no significant changes in the Company's internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of their evaluation.

<PAGE>

                          PART II - OTHER INFORMATION


      ITEM 1.   LEGAL PROCEEDINGS


                     Not applicable.


      ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS


                     Not applicable.


      ITEM 3.   DEFAULTS UPON SENIOR SECURITIES


                     None.


      ITEM 4.   SUBMISSIONOF MATTERS TO VOTE OF SECURITY HOLDERS


         (a) An Annual Meeting of Niagara's Stockholders was held on July 9,
2002.

         (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 7,944,129 for and 25,900
withheld for each of Messrs. Michael Scharf and Archer, 7,961,429 for and
8,600 withheld for Mr. Gilbert Scharf, 7,960,429 for and 9,600 withheld for
Mr. Cohn, 7,967,429 for and 2,600 withheld for Mr. Heyer, and 7,966,429 for
and 3,600 withheld for Mr. Tansill, and (ii) the ratification of BDO Seidman
LLP as Niagara's independent accountants for 2002, the vote as to which was
7,967,329 for, 2,600 against and 100 abstentions.


      ITEM 5.   OTHER INFORMATION


                     Not applicable.

      ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

                  (a) Exhibits.

         4.1      Twelfth 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 Business Credit
                  Company, PNC Bank, N.A. and Comerica Bank, effective as of
                  September 1, 2002.


         4.2      Fifth Amendment to the Invoice Discounting Agreement between
                  Niagara LaSalle (UK) Limited, Royal Bank of Scotland Invoice
                  Discounting Limited and Niagara Corporation, effective
                  August 23, 2002.


         10.1     Form of Niagara Corporation Guaranty to Niagara LaSalle (UK)
                  Limited supplier.


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


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



                  (b)    Reports on Form 8-K.

                         None.


<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date: November 14, 2002                        NIAGARA CORPORATION
                                               --------------------------
                                                (Registrant)


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


Date: November 14, 2002                         /s/ Raymond Rozanski
                                               --------------------------
                                               Raymond Rozanski, Vice President
                                                 and Treasurer

<PAGE>


                                 CERTIFICATION

         I, Michael Scharf, as the Chief Executive Officer of Niagara
Corporation, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Niagara
Corporation;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

         3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

         4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15D-14) for the registrant and we
have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures
                  based on our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

         b)       any fraud, whether or not material, that involved management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect the
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


Date: November 14, 2002

                                            /s/ Michael Scharf
                                         --------------------------
                                                Michael Scharf
                                  Chairman, President & Chief Executive Officer

<PAGE>

                                 CERTIFICATION

         I, Raymond Rozanski, as the Chief Financial Officer of Niagara
Corporation, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Niagara
Corporation;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

         3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

         4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15D-14) for the registrant and we
have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures
                  based on our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

         b)       any fraud, whether or not material, that involved management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect the
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

   Date: November 14, 2002

                                         /s/ Raymond Rozanski
                                        --------------------------
                                             Raymond Rozanski
                                        Vice President & Treasurer