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, 1999

                       Commission File Number 0-22206

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


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


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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X . NO .

Number of shares of Common Stock outstanding at September 30, 1999

      Common Stock, par value $.001 per share                9,049,746
      ---------------------------------------          ---------------------
                 (Class)                                (Number of Shares)



NIAGARA CORPORATION


INDEX TO SEPTEMBER 1999 FORM 10-Q

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

<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----

PART I - FINANCIAL INFORMATION
<S>                                                                             <C>
  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.....................................     8-13

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS................................................    14-21

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .................       21

  CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
     THE PRIVATE SECURITIES REFORM ACT OF 1995................................       22

PART II - OTHER INFORMATION...................................................       22

SIGNATURES....................................................................       27

</TABLE>


<TABLE>
<CAPTION>

                                                                      NIAGARA CORPORATION
                                                                         AND SUBSIDIARIES

                                                                           BALANCE SHEETS
=========================================================================================
<S>                                                    <C>               <C>

                                                           December 31,    September  30,
                                                                   1998              1999(a)
-----------------------------------------------------------------------------------------
                                                                               (unaudited)
ASSETS
CURRENT:
  Cash and cash equivalents                               $     440,654     $     978,044
  Trade accounts receivable, net of allowance for
    doubtful accounts of $789,000
    and $897,000                                             13,360,290        53,304,077
  Inventories                                                30,131,877        55,012,409
  Deferred income taxes                                         494,000           640,000
  Other current assets                                        1,446,130         5,342,388
-----------------------------------------------------------------------------------------
       TOTAL CURRENT ASSETS                                  45,872,951       115,276,918
PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED
  DEPRECIATION OF
  $13,371,116 AND $19,027,010                                89,748,881       104,812,477
GOODWILL, NET OF ACCUMULATED AMORTIZATION OF
$225,545 AND $283,694                                         2,099,593         2,041,444
DEFERRED FINANCING COSTS, NET OF ACCUMULATED
AMORTIZATION OF $184,480
  AND $267,496                                                  590,520           507,504
INTANGIBLE PENSION ASSET                                        526,000           526,000
OTHER ASSETS, NET OF ACCUMULATED AMORTIZATION OF
$414,213 AND
  $542,273                                                      591,075           859,889
-----------------------------------------------------------------------------------------
                                                          $ 139,429,020     $ 224,024,232
=========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
  Accounts payable                                        $  14,106,608     $  43,600,676
  Accrued expenses                                            6,555,103        15,417,086
  Current maturities of long-term debt                        4,797,209         5,522,407
-----------------------------------------------------------------------------------------
       TOTAL CURRENT LIABILITIES                             25,458,920        64,540,169
  Long-term debt, less current maturities                    41,572,250        85,989,860
  Accrued pension cost                                        4,664,337         4,209,385
  Accrued post-retirement welfare benefits                    5,638,639         5,728,837
  Deferred income taxes                                       7,357,000         7,822,000
  Other noncurrent liabilities                                  207,331           145,110
-----------------------------------------------------------------------------------------
       TOTAL LIABILITIES                                     84,898,477       168,435,361
-----------------------------------------------------------------------------------------
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                                           8,384,835        11,652,970
  Accumulated other comprehensive income                     (1,076,000)         (941,670)
-----------------------------------------------------------------------------------------
                                                             57,430,508        60,832,973
  Treasury stock, at cost, 485,880 and 947,709 shares        (2,899,965)       (5,244,102)
-----------------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                             54,530,543        55,588,871
-----------------------------------------------------------------------------------------
                                                          $ 139,429,020     $ 224,024,232
=========================================================================================
</TABLE>

(a)  Includes the balance sheet of Niagara LaSalle (UK) Limited.

                            See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                                                                      NIAGARA CORPORATION
                                                                         AND SUBSIDIARIES

                                                                 STATEMENTS OF OPERATIONS
                                                                              (UNAUDITED)
=========================================================================================
Three months ended September 30,                               1998                  1999
-----------------------------------------------------------------------------------------
<S>                                               <C>                    <C>
NET SALES                                          $     47,813,680       $    75,718,037
COST OF PRODUCTS SOLD                                    40,284,096            65,105,971
-----------------------------------------------------------------------------------------
    GROSS PROFIT                                          7,529,584            10,612,066
OPERATING EXPENSES:
  Selling, general and administrative                     4,316,712             7,385,339
-----------------------------------------------------------------------------------------
      INCOME FROM OPERATIONS                              3,212,872             3,226,727
OTHER INCOME (EXPENSE):
  Interest income                                             8,240                 7,524
  Interest expense                                         (958,442)           (1,792,783)
  Other income                                               66,360                 3,040
-----------------------------------------------------------------------------------------
      INCOME BEFORE TAXES                                 2,329,030             1,444,508
TAXES ON INCOME                                             885,000               528,000
NET INCOME                                         $      1,444,030       $       916,508
-----------------------------------------------------------------------------------------
EARNINGS PER SHARE (BASIC)                         $            .15       $           .10
-----------------------------------------------------------------------------------------
EARNINGS PER SHARE (DILUTED)                       $            .14       $           .10
-----------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  BASIC                                                   9,890,616             9,443,660
  DILUTED                                                10,237,091             9,443,660
=========================================================================================
</TABLE>

                                See accompanying notes to financial statements.



<TABLE>
<CAPTION>

                                                                       NIAGARA CORPORATION
                                                                          AND SUBSIDIARIES

                                                                  STATEMENTS OF OPERATIONS
                                                                               (UNAUDITED)
==========================================================================================

Nine months ended September 30,                        1998                       1999 (a)
------------------------------------------------------------------------------------------
<S>                                         <C>                         <C>
NET SALES                                    $  165,834,123              $    186,716,649
COST OF PRODUCTS SOLD                           140,872,652                   160,874,036
------------------------------------------------------------------------------------------
    GROSS PROFIT                                 24,961,471                    25,842,613
OPERATING EXPENSES:
  Selling, general and
    administrative                               12,595,861                    16,885,651
------------------------------------------------------------------------------------------
      INCOME FROM OPERATIONS                     12,365,610                     8,956,962
OTHER INCOME (EXPENSE):
  Interest income                                   165,305                        22,285
  Interest expense                               (3,259,595)                   (3,770,622)
  Other income                                      181,537                        77,510
------------------------------------------------------------------------------------------
      INCOME BEFORE TAXES                         9,452,857                     5,286,135
TAXES ON INCOME                                   3,685,000                     2,018,000
------------------------------------------------------------------------------------------
NET INCOME                                   $    5,767,857              $      3,268,135
------------------------------------------------------------------------------------------
EARNINGS PER SHARE (BASIC)                   $          .58              $            .35
------------------------------------------------------------------------------------------
EARNINGS PER SHARE (DILUTED)                 $          .55              $            .34
------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  BASIC                                           9,961,835                     9,469,472
  DILUTED                                        10,399,182                     9,521,111
==========================================================================================
</TABLE>

(a)  Includes the results of Niagara LaSalle (UK) Limited from May 22,
     1999.

                            See accompanying notes to financial statements.



<TABLE>
<CAPTION>


                                                                                                                NIAGARA CORPORATION
                                                                                                                   AND SUBSIDIARIES

                                                                                                  STATEMENT OF STOCKHOLDERS' EQUITY
                                                                                                                        (UNAUDITED)
===================================================================================================================================
Nine Months ended September 30, 1999
-----------------------------------------------------------------------------------------------------------------------------------






                        Common Stock                                             Accumulated other
                      Number of                 Additional        Retained        comprehensive     Treasury stock
                       shares   Amount       paid-in capital      earnings           income           at cost            Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>          <C>                 <C>            <C>                <C>                  <C>
BALANCE,
JANUARY 1, 1999      9,997,455 $9,998         $50,111,675        $8,384,835        $(1,076,000)    $(2,899,965)        $54,530,543
Net income for the
period                   -       -                  -             3,268,135              -               -               3,268,135

Foreign Currency
Translation Adjustments
 (Note 2)                -       -                  -                  -               134,330           -                 134,330

Purchase of treasury
stock, at cost (a)       -       -                  -                  -                 -          (2,344,137)         (2,344,137)
===================================================================================================================================
BALANCE,
SEPTEMBER 30, 1999   9,997,455 $9,998         $50,111,675        $11,652,970        $(941,670)     $(5,244,102)        $55,588,871
===================================================================================================================================

(a)  During the nine months ended September 30, 1999, Niagara Corporation repurchased 461,829 shares of its Common Stock at a cost
     of $2,344,137. The shares repurchased are held as treasury stock.

                                                                                    See accompanying notes to financial statements.
</TABLE>


<TABLE>
<CAPTION>


                                                                       NIAGARA CORPORATION
                                                                          AND SUBSIDIARIES

                                         NOTES TO FINANCIAL STATEMENTS - INFORMATION AS OF
                                              SEPTEMBER 30, 1999 AND FOR THE PERIODS ENDED
==========================================================================================
Nine months ended September 30,                                   1998            1999 (a)
------------------------------------------------------------------------------------------
<S>                                                <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                             $   5,767,857        $ 3,268,135
------------------------------------------------------------------------------------------
  Adjustments to reconcile net income to net cash
    provided by
    (used in) operating activities:
      Depreciation and amortization                          4,968,615          5,912,011
      Accrued post-retirement welfare benefits              (3,175,793)            90,198
      Provision for doubtful accounts                           76,905            106,896
      Deferred income taxes                                  1,015,526            234,000
      Accrued pension costs                                    545,410           (454,952)
      Changes in assets and liabilities:
         Decrease (increase) in accounts receivable          2,462,433        (39,046,793)
         Decrease (increase) in inventories                  2,064,256         (2,814,500)
         Decrease (increase) in other assets, net              389,290         (3,644,131)
         Increase (decrease) in trade accounts
           payable and accrued
           expenses                                         (3,343,933)        29,673,262
------------------------------------------------------------------------------------------
        TOTAL ADJUSTMENTS                                    5,002,709         (9,944,009)
------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 10,770,566         (6,675,874)
------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Payment of amount to Quanex                               (1,371,000)                 -
  Acquisition of U.K. steel bar businesses                           -        (29,443,773)
  Acquisition of fixed assets                               (5,264,011)        (5,514,713)
------------------------------------------------------------------------------------------
        NET CASH USED IN INVESTING ACTIVITIES               (6,635,011)       (34,958,486)
------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                       -         44,515,887
  Repayment of long-term debt                              (13,583,727)                 -
  Payments to acquire treasury stock                        (2,020,430)        (2,344,137)
------------------------------------------------------------------------------------------
       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (15,604,157)        42,171,750
------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       (11,468,602)           537,390
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              13,207,077            440,654
------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                 $   1,738,475        $   978,044
==========================================================================================
</TABLE>

(a)  Includes the cash flows of of Niagara LaSalle (UK) Limited from May
     22, 1999.
                                See accompanying notes to financial statements.



                                                            NIAGARA CORPORATION
                                                               AND SUBSIDIARIES

                              NOTES TO FINANCIAL STATEMENTS - INFORMATION AS OF
                                   SEPTEMBER 30, 1999 AND FOR THE PERIODS ENDED
===============================================================================


    1.  BASIS OF PRESENTATION      The accompanying financial statements are
                                   unaudited; however, in the opinion of
                                   management, all adjustments necessary for a
                                   fair statement of financial position and
                                   results for the stated periods have been
                                   included. These adjustments are of a normal
                                   recurring nature. Selected information and
                                   footnote disclosures normally included in
                                   financial statements prepared in accordance
                                   with generally accepted accounting
                                   principles have been condensed or omitted.
                                   Results for interim periods are
                                   not necessarily indicative of the results
                                   to be expected for an entire fiscal year.
                                   It is suggested that these condensed
                                   financial statements be read in conjunction
                                   with the audited financial statements and
                                   accompanying notes for the year ended
                                   December 31, 1998.

    2.    FOREIGN CURRENCY         Niagara LaSalle (UK) Limited ("Niagara UK"),
          TRANSLATION AND          an English  company and a  subsidiary of
          TRANSACTIONS             Niagara Corporation ("Niagara"), uses
                                   British pounds sterling ("(pound)") as its
                                   functional currency. Assets and liabilities
                                   of this subsidiary are translated from
                                   British pounds sterling to United States
                                   dollars at the exchange rate in effect on
                                   September 30, 1999. Statement of operations
                                   accounts are translated at the average rate
                                   of exchange from May 22, 1999 to September
                                   30, 1999. Translation adjustments arising
                                   from the use of different exchange rates
                                   from period to period are included as
                                   a component of stockholders' equity as
                                   "Accumulated other comprehensive income".
                                   Gains and losses resulting from foreign
                                   currency transactions are included in "Other
                                   income (expense)".

3.   ACQUISITION OF                On April 18, 1997, Niagara LaSalle
     LASALLE                       Corporation (formerly  Niagara
                                   Cold Drawn Corp.) ("Niagara LaSalle"), a
                                   subsidiary of Niagara, purchased from Quanex
                                   Corporation ("Quanex") all of the
                                   outstanding shares of capital stock of
                                   LaSalle Steel Company ("LaSalle," and
                                   together with Niagara LaSalle, "Niagara
                                   US"), one of the largest domestic producers
                                   of cold drawn steel bars. (Niagara, Niagara
                                   US and Niagara UK are  collectively referred
                                   to as the "Company".) In  consideration for
                                   the sale of such shares, Niagara LaSalle
                                   paid Quanex $65,500,000 in cash at the
                                   closing and an additional $1,371,000, which
                                   amount was paid on January 26, 1998, based
                                   on changes in LaSalle's stockholder's equity
                                   between October 31, 1996 and March 31, 1997.
                                   Niagara LaSalle also paid Quanex an amount
                                   based on cash activity in the intercompany
                                   account between Quanex and LaSalle from
                                   April 1, 1997 through April 18, 1997.

                                   The acquisition of LaSalle was accounted for
                                   as a purchase. The purchase price, including
                                   acquisition costs and other estimated
                                   liabilities as of the acquisition date, was
                                   approximately $68,000,000. The purchase
                                   price exceeded LaSalle's stockholder's
                                   equity by approximately $56,000,000, and
                                   based on an appraisal, the excess was
                                   primarily allocated to property, plant and
                                   equipment.

                                   The acquisition of LaSalle and the
                                   refinancing of existing Niagara LaSalle
                                   indebtedness was financed (i) by borrowings
                                   under a revolving credit and term loan
                                   agreement with Niagara US (guaranteed by
                                   Niagara), providing for a $50,000,000
                                   three-year revolving credit facility and a
                                   $40,000,000 eight-year term loan and
                                   (ii) with proceeds from the sale of
                                   $20,000,000 aggregate principal amount of
                                   12.5% senior subordinated notes of Niagara
                                   LaSalle due April 18, 2005 (the
                                   "Subordinated Notes"). In connection with
                                   the subordinated debt portion of this
                                   financing, the purchasers of the
                                   Subordinated Notes were issued 285,715
                                   shares of Niagara Common Stock.

    4. ACQUISITION OF THE          On May 21, 1999, pursuant to a Sale of
       STEEL BAR                   Business Agreement dated April 16,
       BUSINESSES                  1999 among Niagara, Niagara UK, Glynwed
       OF GLYNWED STEELS           International plc, an English company
       LIMITED                     ("Glynwed"), and Glynwed Steels Limited,
                                   an English company and a subsidiary of
                                   Glynwed ("Glynwed Steels"), Niagara UK
                                   purchased the equipment, inventory and
                                   certain other assets of the steel bar
                                   businesses of Glynwed Steels. In
                                   consideration for the sale of such assets,
                                   Niagara UK paid Glynwed Steels
                                   (pound)21,202,000 (approximately $34
                                   million) in cash at the closing, (pound)
                                   3,015,500 (approximately $4.9 million) of
                                   which was returned to Niagara UK during the
                                   third quarter of 1999 as an adjustment to
                                   reflect the value of the net assets
                                   transferred. These steel bar businesses,
                                   which are engaged in hot rolling, cold
                                   finishing and distribution, consist of the
                                   following unincorporated trading units:
                                   Ductile Hot Mill, Dudley Port Rolling Mills,
                                   GB Steel Bar, George Gadd & Company,
                                   Longmore Brothers, Macreadys, Midland
                                   Engineering Steels and W Wesson.

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

                                   The purchase of the U.K. steel bar
                                   businesses was financed by (i) borrowings
                                   under a bank facilities agreement entered
                                   into on May 21, 1999 by Niagara UK providing
                                   for a (pound)10 million (approximately $16
                                   million) seven-year term loan and a (pound)
                                   9.8 million (approximately $15.7 million)
                                   three-year revolving credit facility, (ii)
                                   a (pound)3.75 million (approximately $6
                                   million) equity investment by Niagara in
                                   Niagara UK, (iii) a (pound)3.75 million
                                   (approximately $6 million) subordinated loan
                                   from Niagara to Niagara UK and (iv) a
                                   (pound)2.5 million (approximately $4
                                   million) short-term loan from Niagara to
                                   Niagara UK. The equity investment and
                                   subordinated and short-term loans were
                                   financed by borrowings under a revolving
                                   credit and term loan agreement dated
                                   April 18, 1997, as amended, with Niagara US
                                   (see Note 3).

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

                                   Pro forma results of operations, assuming
                                   the acquisition of the U.K. steel bar
                                   businesses had occurred on January 1, 1998
                                   are unaudited and detailed below. Pro forma
                                   adjustments primarily include reductions in
                                   depreciation and amortization based on
                                   changes in the useful lives of the assets
                                   acquired, additional interest expense
                                   relating to the debt incurred in connection
                                   with the acquisition, and changes in rent
                                   expense based on property leases entered
                                   into in connection with the acquisition.

<TABLE>
<CAPTION>


                                                          September 30,   September 30,
                          Nine Months ended                        1998            1999
                          -------------------------------------------------------------
<S>                                                    <C>               <C>
                          Net Sales                        $314,705,154    $247,005,829
                          Net Income (Loss)                  $8,266,150    $ (2,610,576)
                          Net Income (Loss) per share              $.83           $(.28)
                          (basic)

                          Net Income (Loss) per share              $.79           $(.28)
                          (diluted)
                          -------------------------------------------------------------


    5. INVENTORIES        Inventories consisted of the following:

                                                           December 31,   September 30,
                                                                   1998            1999
                                                    -----------------------------------
                          Raw materials                     $ 7,824,023     $19,978,199
                          Work-in-process                     4,588,895       7,120,790
                          Finished goods                     17,718,959      27,913,420
                                                    -----------------------------------
                                                            $30,131,877     $55,012,409
                        ===============================================================
</TABLE>

                       At September 30, 1999, inventories totaling $34,945,170
                       and owned by Niagara US are stated using the LIFO
                       method and inventories totaling $20,067,239 and owned
                       by Niagara UK are stated using the FIFO method.

    6. COLLECTIVE      On July 19, 1998,  following a nine-week  strike,
       BARGAINING      the hourly workers at the Company's Hammond, Indiana
       AGREEMENT       facility voted to accept a new three-year collective
                       bargaining agreement. Among other things, this agreement
                       provides for a curtailment of certain pension costs and
                       other post-retirement benefits. The net effect of these
                       curtailments for the three and nine months ended
                       September 30, 1998 was to increase net income by
                       $1,065,069 for such periods.

    7. CONTINGENCIES   Niagara US and Niagara UK are subject to
                       environmental laws and regulations concerning, among
                       other things, water and air emissions and waste
                       disposal. Under applicable laws, including the
                       Comprehensive Environmental Response, Compensation and
                       Liability Act of 1980 as amended ("CERCLA"), Niagara US
                       and Niagara UK may be responsible for parts of the
                       costs required to remove or remediate previously
                       disposed wastes or hazardous substances at the
                       locations they own or operate or at the locations which
                       they arranged for disposal of such materials. The costs
                       incurred through September 30, 1999 have been largely
                       covered by insurance. Management believes any
                       resolution of these matters will not have a material
                       adverse effect on the Company's financial position.

                       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. It is the policy of the Company to
                       retain a portion of certain expected losses
                       related primarily to workers' compensation,
                       physical loss to property, business interruption
                       resulting from such loss, and comprehensive
                       general, product, vehicle, medical and life
                       benefits and liability. Provisions for losses
                       expected under these programs are recorded based
                       upon the Company's estimates of the aggregate
                       liability, actual and estimated, for claims. Such
                       estimates utilize certain actuarial assumptions
                       followed in the insurance industry and are
                       included in accrued expenses.

    8. SEGMENTS AND    Niagara operates in two reportable segments:  (i)
       RELATED         Niagara US which has operations in the United
       INFORMATION     States and (ii) Niagara UK which has operations in
                       the United Kingdom. Niagara 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. Assets and
                       liabilities are translated at the exchange rate in
                       effect on September 30, 1999. Statement of operations
                       accounts are translated at the average rate of
                       exchange from May 22, 1999 to September 30, 1999.

                       The following table sets forth certain
                       performance and other information by reportable
                       segment. Performance information for Niagara UK
                       reflects the results from May 22, 1999.
<TABLE>
<CAPTION>
                       -------------------------------------------------------------
                                                          Niagara US      Niagara UK
                       -------------------------------------------------------------
                       Three months ended September 30, 1999
                       -------------------------------------------------------------
                     <S>                            <C>              <C>
                       Net Sales                       $  44,060,507   $  31,657,530

                       Segment Profit (EBITDA)         $   3,925,215   $   1,969,176

                       Nine months ended September 30, 1999
                       -------------------------------------------------------------
                       Net Sales                       $ 140,809,884   $  45,906,765

                       Segment Profit (EBITDA)         $  14,154,886   $   2,228,165

                       Segment Assets                  $ 147,298,070   $  73,715,382
                       -------------------------------------------------------------
                       Prior to the  acquisition of the U.K.  steel bar  businesses,
                       the Company had one segment as all of its operations were in
                       the United States.



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

OVERVIEW

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

      In January 1996, Niagara LaSalle acquired Southwest Steel Company,
Inc. ("Southwest"). During 1996, Southwest completed construction of a new
plant in Midlothian, Texas, relocated its Tulsa, Oklahoma operations to
this new facility and was merged into Niagara LaSalle. With this
acquisition, Niagara gained an established position in the southwest region
of the United States because Southwest was the leading cold drawn steel bar
producer servicing that area.

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

      During the fourth quarter of 1997, nearly all of Niagara's 6,050,000
Redeemable Common Stock Purchase Warrants ("Warrants") were exercised
resulting in approximately $33.2 million in gross proceeds to Niagara. This
significantly strengthened the Company's balance sheet at December 31, 1997
by enabling it to prepay, with approximately $21.8 million of such
proceeds, the Subordinated Notes in their entirety and by increasing total
stockholders' equity to approximately $52 million at year end. During the
first quarter of 1998, the Company used another $10 million of such
proceeds to reduce the balance due under a revolving credit facility.

      On May 21, 1999, Niagara UK purchased the equipment, inventory and
certain other assets of the steel bar businesses of Glynwed Steels. These
businesses (consisting of Ductile Hot Mill, Dudley Port Rolling Mills, GB
Steel Bar, George Gadd & Company, Longmore Brothers, Macreadys, Midland
Engineering Steels and W Wesson) are engaged in hot rolling, cold finishing
and distribution and represent the largest independent steel bar concern in
the United Kingdom.


RESULTS OF OPERATIONS

      During the second half of 1998 and through the second quarter of
1999, the Company's U.S. and U.K. operations experienced competitive
pressures due to a marked decline in prices and weakened demand for their
products. Management believes that such developments were due to
overcapacity in the industry and the continuation of low-priced imports,
primarily from Asia and Eastern European countries. Although demand for the
Company's products in the U.S. began to strengthen modestly during the
third quarter of 1999, prices remained weak for the quarter. In addition,
Niagara UK's export business was negatively impacted as a result of the
continued high value of the British Pound.

      The results of operations for the quarter and nine months ended
September 30, 1999 include the results of Niagara UK from May 22, 1999.

Three Months ended September 30, 1999 compared with September 30, 1998

      Net sales for the three months ended September 30, 1999 were
$75,718,037, representing an increase of $27,904,357, or 58.4%, over the
same period in 1998. This increase was attributable to the inclusion of
$31,657,530 of Niagara UK sales, which was offset in part by a decrease in
sales from U.S. operations due to weakened demand for products and a
decline in prices.

      Cost of sales for the three months ended September 30, 1999 increased
by $24,821,875 to $65,105,971, representing an increase of 61.6% over the
same period in 1998. This increase was primarily attributable to the
inclusion of $26,495,386 of Niagara UK's cost of products sold, which was
offset in part by reduced raw material costs as a result of the lower sales
volume and, to a lesser extent, reduced operating costs in the U.S.

      Gross margins for the three months ended September 30, 1999 decreased
by 1.7% over the same period in 1998, due to the decline in prices which
was partially offset by a decrease in raw material prices and the Company's
greater emphasis on higher margin value-added products.

      Selling, general and administrative expenses for the three months
ended September 30, 1999 increased by $3,068,627 to $7,385,339, or 9.8% of
sales, compared to 9.0% of sales for the same period in 1998. Both the
increase in dollar amount and increase as a percentage of sales were due to
the inclusion of $3,774,751 of Niagara UK's expenses for the quarter, which
was offset in part by reduced selling, general, administration expenses
from the Company's U.S. operations due to their decrease in sales.

      Net interest expense for the three months ended September 30, 1999
increased by $835,057 to $1,785,259, due primarily to increased levels of
borrowing resulting from the acquisition of the U.K. steel bar businesses.

      Net income for the three months ended September 30, 1999 was $916,508,
a decrease of $527,522, or 36.5%, as compared to the net income for the
three months ended September 30, 1998. This decrease resulted primarily
from the marked decline in prices and weakened demand for the Company's
products. Net income for the three months ended September 30, 1999 included
income of $390,887 at Niagara UK for the period. Net income for the quarter
ended September 30, 1998 included $1,065,069 as a result of a curtailment
of certain post retirement welfare benefits and pension costs attributable
to U.S. operations.

Nine Months ended September 30, 1999 compared with September 30, 1998

      Net sales for the nine months ended September 30, 1999 were
$186,716,649, representing an increase of $20,882,526, or 12.6%, over the
same period in 1998. This increase was attributable to the inclusion of
$45,906,765 of Niagara UK sales, which was offset in part by a decrease in
sales from US operations due to weakened demand for products and a decline
in prices.

      Cost of sales for the nine months ended September 30, 1999 increased
by $20,001,384 to $160,874,036, representing an increase of 14.2% over the
same period in 1998. This increase was primarily attributable to the
inclusion of $39,139,324 of Niagara UK's cost of products sold, which was
offset in part by reduced raw material costs as a result of the lower sales
volume and, to a lesser extent, reduced operating costs in the U.S.

      Gross margins for the nine months ended September 30, 1999 decreased
by 1.2% over the same period in 1998, due to the decline in prices, which
was partially offset by a decrease in raw material prices and the Company's
greater emphasis on higher margin value-added products.

      Selling, general and administrative expenses for the nine months
ended September 30, 1999 increased by $4,289,790 to $16,885,651, or 9.0% of
sales, compared to 7.6% of sales for the same period in 1998. Both the
increase in dollar amount and increase as a percentage of sales were due to
the inclusion of $5,278,660 of Niagara UK's expenses for the period, which
was offset in part by reduced selling, general, administration expenses
from the Company's U.S. operations due to their decrease in sales.

      Net interest expense for the nine months ended September 30, 1999
increased by $654,047 to $3,748,377. This increase was due primarily to
increased levels of borrowings from the acquisition of the U.K. steel bar
businesses.

      Net income for the nine months ended September 30, 1999 was
$3,268,135, a decrease of $2,499,722, or 43.3%, as compared to the net
income for the nine months ended September 30, 1998. This decrease resulted
primarily from the marked decline in prices and weakened demand for the
Company's products during the period. Net income for the nine months ended
September 30, 1999 included income of $374,160 at Niagara UK for the period
May 22 through September 30, 1999. Net income for the nine months ended
September 30, 1998 included $1,065,069 as a result of a curtailment of
certain post retirement welfare benefits and pension costs attributable to
U.S. operations.

      On a pro forma basis, and as disclosed in Note 4 to the financial
statements, net loss for the nine months ended September 30, 1999 would
have been $2,610,576 compared to net income of $8,266,150 for the same
period in 1998. This decrease is attributable to reduced sales of
approximately $67,700,000 and an inventory adjustment of approximately
$5,700,000 to estimated net realizable value at the U.K. steel bar
businesses during the first quarter of 1999.

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
operations, borrowings under its revolving credit facilities and advances
under its invoice discounting agreement. The Company's principal long-term
liquidity requirement has been, and is expected to continue to be, the
funding of capital expenditures to modernize, improve and expand its
facilities, machinery and equipment. Capital expenditures for the nine
months ended September 30, 1999 totaled $5,514,712 as compared to
$5,264,011 for the same period in 1998. This increase in expenditures was
largely due to the purchase of production equipment and certain leasehold
improvements.

      Cash flows used in operations were $6,675,874 for the nine months
ended September 30, 1999, a decrease of $17,446,440 as compared to cash
flows provided by operations of $10,770,566 for the same period in 1998.
This decrease is attributable primarily to a decrease in net income of
$2,499,722 and an increase in accounts receivable of $39,046,793
($35,111,922 attributable to Niagara UK), which was offset in part by an
increase in accounts payable and accrued expenses of $29,961,525
($25,352,240 attributable to Niagara UK), largely resulting from the
acquisition of the U.K. steel bar businesses. At September 30, 1999, the
Company had $978,044 in cash and cash equivalents. Such funds are used for
working capital and other corporate purposes.

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

      Principal of the term loan under the Credit Agreement amortizes in
monthly installments that commenced on November 1, 1997 and end on April 1,
2004. The principal repayment installments on the term loan escalate
throughout its term. Interest on the term loan is payable in monthly
installments either at the LIBOR rate (for a period specified by Niagara US
from time to time) plus 210 basis points, or M&T's prime rate plus 50 basis
points. Revolving credit loans made pursuant to the Credit Agreement are
based on a percentage of eligible accounts receivable and inventory and
will mature on April 17, 2000. Interest on such loans is payable in monthly
installments and is either 175 basis points above the LIBOR rate (for a
period specified by Niagara LaSalle from time to time) or M&T's prime rate
plus 25 basis points.

      The Credit Agreement carries restrictions on, among other things,
indebtedness, liens, capital expenditures, dividends, asset dispositions
and changes in control of Niagara US, and requires minimum levels of net
worth through maturity. Also included in this agreement are requirements
regarding the ratio of consolidated current assets to consolidated current
liabilities and the ratio of net income before interest, taxes,
depreciation and amortization to cash interest expense. Niagara US was in
compliance with all of these requirements as of September 30, 1999.

      On October 31, 1997, Niagara exercised its right to redeem all of its
then outstanding and unexercised Warrants. Each outstanding Warrant
entitled the holder to purchase from Niagara, prior to the exercise
deadline, one share of Niagara Common Stock at an exercise price of $5.50.
Of the 6,050,000 Warrants outstanding prior to the call for redemption,
6,042,990 were exercised resulting in $33,236,445 in gross proceeds to
Niagara and the issuance of 6,042,990 shares of Niagara Common Stock.
During the fourth quarter of 1997, the Company used approximately $21.8
million of such proceeds to prepay in their entirety, at 107% plus accrued
interest, the Subordinated Notes. During the first quarter of 1998, the
Company used another $10 million of such proceeds to reduce the balance due
under a revolving credit facility.

      On March 20, 1998, Niagara's Board of Directors authorized the
repurchase, from time to time, of up to one million shares of Niagara
Common Stock in open market and privately negotiated transactions. On
October 6, 1999, Niagara's Board authorized the repurchase of an additional
one million Niagara shares. Such repurchases are subject to market and
other conditions and financed with internally generated funds, borrowings
under the Company's revolving credit facilities or advances under the
Company's invoice discounting agreement. Shares of Niagara Common Stock
repurchased are held as treasury stock and are available for use in the
Company's benefit plans and for general corporate purposes. As of September
30, 1999, Niagara had repurchased 947,709 shares of its Common Stock at a
cost of $5,244,102, of which 461,829 shares were repurchased at a cost of
$2,344,137 during the nine months ended September 30, 1999.

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

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

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

      The Facilities and Discount Agreements carry restrictions on, among
other things, security interests, borrowed money, asset dispositions,
dividends, transactions with affiliates, capital expenditures, changes in
control and mergers and acquisitions. Also included in these agreements are
requirements regarding tangible net worth, the ratio of profit before
interest and taxes to interest and the ratio of current assets to current
liabilities. Niagara UK was in compliance with all of these requirements as
of September 30, 1999.

      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 (the "Equity Investment") by Niagara in Niagara UK, (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.

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

       At September 30, 1999, the Company had borrowed or been advanced
$41,552,910 under its revolving credit facilities and the Discount
Agreement and had approximately $22,500,000 in available credit thereunder,
and the outstanding balance of its term loans was $49,151,262. Working
capital of the Company at September 30, 1999 was $50,736,749 as compared to
$20,414,031 on December 31, 1998.


YEAR 2000 READINESS DISCLOSURE

      The Company could be adversely affected if the computer and other
systems, machinery, equipment and applications which it or its suppliers,
customers or service providers use does not properly accommodate the "Year
2000" dating changes necessary to permit the recording of year dates for
2000 and later years. Management does not anticipate any material
disruption in the Company's operations as a result of this issue. However,
because of the reliance on and involvement of a great many third parties in
this regard, disruptions in the Company's operations could occur which may
have a material effect on the Company's results of operations.

      The Company has inquired into the Year 2000 readiness status of its
suppliers, customers and essential service providers and, based on their
responses, contingency plans have been or are being formulated to prepare
for any Year 2000 related issues they identify.

        Based on current assessments, management does not expect that total
costs associated with the Company's Year 2000 program will be material to
the Company's results of operations. The Company has budgeted an additional
$50,000 on Year 2000 remediation through 1999.

Information Technology

      In 1998, the Company upgraded its internal computer systems in four
of its five plants in the U.S. at a cost of approximately $1,000,000. This
upgrade allowed Niagara US to centralize all of its internal business
functions. Based on assurances from the manufacturers of the upgraded
system's hardware and software and independent tests performed by the
Company's personnel, management does not expect that this system will
suffer any interruption or performance degradation as a result of the Year
2000.

      The Company's U.K. operations have undertaken an assessment of their
internal computer systems. Replacements and upgrades required as a result
of the Year 2000 have been substantially completed. Based on suppliers'
warranties and standardized confirmation testing in the U.K., management
does not anticipate any significant Year 2000 compliance failures or
performance degradations.

Operating Equipment and Systems

      The Company's personnel, together with outside engineering firms,
have assessed the machinery, equipment, and other non-information
technology systems of its U.S. operations for Year 2000 readiness.
Management is taking all appropriate steps to correct the problems
identified by this assessment or to minimize the impact of any
interruptions or performance degradations caused by the Year 2000.

      The Company's U.K. operations have reviewed their non-information
technology systems for Year 2000 compliance. Businesses and health and
safety concerns have been identified and testing has been conducted.
Required replacements and upgrades have been substantially completed.

         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

      The Private Securities Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. The factors discussed under
"CAUTIONARY STATEMENTS FOR PURPOSES OF THE 'SAFE HARBOR' PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" in Niagara's Report on
Form 10-K for the fiscal year ended December 31, 1998, among others, could
cause actual results to differ materially from those contained in
forward-looking statements made in this Form 10-Q, including, without
limitation, in "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS," in future filings by Niagara with the
Securities and Exchange Commission, in the Company's press releases and in
oral statements made by authorized officers of the Company. The words
"may," "will," "should," "could," "expects," "plans," "anticipates,"
"intends," "believes," "estimates," "predicts," "projects," "potential," or
"continue" and other similar expressions are intended to identify such
forward-looking statements.


                        PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      Under applicable laws, including the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"),
Niagara US and Niagara UK may be responsible for costs required to remove
or remediate previously disposed wastes or hazardous substances at
locations owned or operated by them or at locations owned or operated by
third parties where they, or a company from which they acquired assets,
arranged for the disposal of such materials. Claims for such costs have
been made against LaSalle with respect to five such third-party sites.
Management believes that, in four cases, the volumes of the waste allegedly
attributable to LaSalle and the share of costs for which it may be liable
are de minimis. At three of these sites, LaSalle has entered into de
minimis settlement agreements resolving the pending claims of liability,
one of which awaits administrative and judicial approval. In the fifth
case, LaSalle has entered into an agreement with a group of other companies
alleged to be responsible for remediation of the site in an effort to share
proportionately the cost of remediation. LaSalle and this group of
companies have also signed an Administrative Order on Consent with the
United States Environmental Protection Agency and agreed to perform a
limited remediation at the site. LaSalle has received an insurance
settlement in an amount that largely covers the financial contributions it
has been required to make for these sites through September 30, 1999.
Because liability under CERCLA and analogous state laws is generally joint
and several, and because further remediation work may be required at these
sites, LaSalle may be required to contribute additional funds. However,
based on its volumetric share of wastes disposed and the participation of
other potentially liable parties, management does not believe that
LaSalle's share of the additional costs will have a material adverse effect
on the Company's financial position or results of operations.

ITEM 2. CHANGES IN  SECURITIES AND USE OF PROCEEDS.

               Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

               None.

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

               Not applicable.

ITEM 5. OTHER INFORMATION.

               Not applicable.


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

            (a) EXHIBITS

  +3.1      Registrant's Restated Certificate of Incorporation, as amended on
            May 16, 1996.
  *3.2      Registrant's By-laws.
  *4.1      Form of Common Stock Certificate.
!!!!!4.2    Revolving Credit and Term Loan Agreement, dated as of April 18,
            1997, by and among Niagara Cold Drawn Corp., LaSalle Steel Company,
            Manufacturers and Traders Trust Company (individually and as
            Agent), CIBC Inc. and National City Bank (the "Credit Agreement").
+++4.3      First Amendment to the Credit Agreement, dated as of September 4,
            1997.
+++4.4      Second Amendment to the Credit Agreement, effective as of December
            31, 1997.
 !!!4.5     Third Amendment to the Credit Agreement, effective May 15, 1998.
 **4.6      Fourth Amendment to the Credit Agreement, effective as of December
            1, 1998.
****4.7     Fifth Amendment to the Credit Agreement, effective as of May 21,
            1999.
!!!!!4.8    Stockholders Agreement, dated as of April 18, 1997, among the
            Registrant, Niagara Cold Drawn Corp., Michael J. Scharf, The
            Prudential Insurance Company of America, The Equitable Life
            Assurance Society of the United States and United States Fidelity
            and Guaranty Company.
 **4.9      Amended and Restated Promissory Note, dated December 15, 1998,
            made by Gilbert D. Scharf in favor of Niagara Corporation.
****4.10    Bank Facilities Agreement, dated May 21, 1999 between National
            Westminster Bank Plc and Niagara LaSalle (UK) Limited.
****4.11    Intercreditor Agreement, dated May 21, 1999, between National
            Westminster Bank Plc, Niagara Corporation and Niagara LaSalle (UK)
            Limited.
  4.12      Invoice Discounting Agreement, dated August 23, 1999, between
            Niagara LaSalle (UK) Limited and Lombard Natwest Discounting
            Limited.
  4.13      Intercreditor Agreement, dated August 23, 1999, between Lombard
            Natwest Discounting Limited, Niagara Corporation and Niagara
            LaSalle (UK) Limited.
  4.14      Deed of Priority, dated August 23, 1999, between Lombard
            Natwest Discounting Limited, National Westminster Bank Plc,
            Manufacturers and Traders Trust Company, Niagara LaSalle (UK)
            Limited and Niagara Corporation.
***10.1     Employment Agreement, dated as of January 1, 1999, by and
            among Niagara Corporation, Niagara LaSalle Corporation and Michael
            Scharf.
** 10.2     Employment Agreement, dated August 16, 1995, between International
            Metals Acquisition Corporation, Niagara  Cold Drawn Corp. and
            Frank Archer.
** 10.3     Employment Agreement, dated August 16, 1995, between International
            Metals Acquisition Corporation, Niagara Cold Drawn Corp. and
            Raymond Rozanski.
 !10.4      Amended and Restated Promissory Note made by Southwest Steel
            Company, Inc. in favor of the Cohen Family Revocable
            Trust, u/t/a dated June 15, 1988, in the principal amount of
            $898,000, dated January 31, 1996.
 !10.5      Guaranty, made by the Registrant in favor of the Cohen Family
            Revocable Trust, u/t/a dated June 15, 1988, dated January
            31, 1996.
 !!10.6     International Metals Acquisition Corporation 1995 Stock Option
            Plan.
!!!!10.7    First Amendment to the International Metals Acquisition Corporation
            1995 Stock Option Plan, dated October 5, 1996.
++10.8      Second Amendment to the Niagara Corporation 1995 Stock Option Plan,
            dated June 8, 1998.
++10.9      Niagara Corporation Employee Stock Purchase Plan.
** 10.10    First Amendment to Lease, dated May 4, 1998, between Niagara
            LaSalle Corporation and North American Royalties, Inc.
*****10.11  Sale of Business Agreement, dated April 16, 1999, between Glynwed
            Steels Limited, Glynwed International plc, Niagara LaSalle (UK)
            Limited and Niagara Corporation
*****10.12  Property Agreement, dated April 16, 1999, between Glynwed Property
            Management Limited, Glynwed Properties Limited, Niagara LaSalle
            (UK) Limited, Niagara Corporation and Glynwed International plc.
*****10.13  Agreement For Lease of Unit 6-8 Eagle Industrial Estate, dated
            April 16, 1999, between Glynwed Property Management Limited,
            Glynwed Properties Limited, Niagara LaSalle (UK) Limited and
            Niagara Corporation.
    27      Financial Data Schedule.

--------------------------
     +  Incorporated by reference to exhibit 3.1 filed with the
        Registrant's Report on Form 10-Q for the quarter ended June 30,
        1996.
    ++  Incorporated by reference to Annexes to the Registrant's Proxy
        Statement for the Annual Meeting of Stockholders held on July 7,
        1998.
   +++  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-K for the fiscal year ended December 31, 1997.
     *  Incorporated by reference to exhibits filed with the Registrant's
        Registration Statement on Form S-1, Registration No. 33-64682.
    **  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-K for the fiscal year ended December 31, 1998.
   ***  Incorporated by reference to exhibit 10.1 filed with the
        Registrant's Report on Form 10-K/A for the fiscal year ended
        December 31, 1998.
  ****  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 8-K, dated June 4, 1999.
 *****  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 8-K, dated April 27, 1999.
     !  Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 10-K for the year ended December 31, 1995.
    !!  Incorporated by reference to Annex A to the Registrant's Proxy
        Statement for the Annual Meeting of Stockholders held on May 16,
        1996.
    !!! Incorporated by reference to exhibit 4.8 to the Registrant's Report
        on Form 10-Q for the quarter ended June 30, 1998.
   !!!! Incorporated by reference to exhibit 10.10 to the Registrant's
        Report on Form 10-K for the fiscal year ended December 31, 1996.
  !!!!! Incorporated by reference to exhibits filed with the Registrant's
        Report on Form 8-K, dated May 2, 1997.


(b)     Reports on Form 8-K.


            On August 4, 1999, the Registrant filed an amendment to its
      Report on Form 8-K, dated June 4, 1999, reporting under Item 7 the
      financial statements and pro forma financial information required in
      connection with the acquisition of the steel bar businesses of Glynwed
      Steels.


                                 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 12, 1999          NIAGARA CORPORATION
                                 -------------------
                                     (Registrant)




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




Date: November 12, 1999          /s/ Raymond Rozanski
                                 ----------------------------------------------
                                 Raymond Rozanski, Vice President and Treasurer




                                    EXHIBIT INDEX


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

4.12            Invoice Discounting Agreement, dated August
                23, 1999, between Niagara LaSalle (UK) Limited and
                Lombard Natwest Discounting Limited.

4.13            Intercreditor Agreement, dated August 23, 1999,
                between Lombard Natwest Discounting Limited,
                Niagara Corporation and Niagara LaSalle (UK) Limited.

4.14            Deed of Priority, dated August 23, 1999, between
                Lombard Natwest Discounting Limited, National
                Westminster Bank Plc, Manufacturers and Traders
                Trust Company, Niagara LaSalle (UK) Limited and
                Niagara Corporation.


27              Financial Data Schedule



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