SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-Q

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

                    For the Quarter Ended March 31, 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 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   .
                                                                  ---    ---

         There were 8,238,517 shares of the registrant's Common Stock
outstanding as of March 31, 2002.


<PAGE>


NIAGARA CORPORATION

Index to March 2002 Form 10-Q
-------------------------------------------------------------------------------



Part I - Financial Information

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

  Management's Discussion and Analysis of Financial Condition
     and Results of Operations............................................. 11

  Quantitative and Qualitative Disclosures about Market Risk .............. 17

  Cautionary Statement for Purposes of the "Safe Harbor" Provisions of
     the Private Securities Litigation Reform Act of 1995.................. 17

Part II - Other Information................................................ 18

Signatures................................................................. 22


<TABLE>
<CAPTION>



                                                                                                                 Niagara Corporation
                                                                                                                    and Subsidiaries


                                                                                                                      Balance Sheets
------------------------------------------------------------------------------------------------------------------------------------

                                                                                           December 31,                 March 31,
                                                                                                   2001                      2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        (unaudited)

ASSETS
CURRENT:

<S>                                                                                        <C>                       <C>
   Cash and cash equivalents                                                               $ 1,692,070               $ 1,408,011
   Trade accounts receivable, net of allowance for doubtful accounts of
      $1,276,000 and $1,252,000                                                             37,844,609                36,005,403
   Inventories                                                                              44,113,663                45,569,721
   Deferred income taxes                                                                     1,678,000                 1,678,000
   Other current assets                                                                      3,870,749                 4,936,527
------------------------------------------------------------------------------------------------------------------------------------
        TOTAL CURRENT ASSETS                                                                89,199,091                89,597,662
Property, plant and equipment, net of accumulated depreciation and
   amortization of $40,232,578 and $42,634,347                                              89,658,179                87,623,988
Goodwill, net of accumulated amortization of $456,947                                        1,904,499                 1,904,499
Deferred financing costs, net of accumulated amortization of $516,564
   and $544,236                                                                                258,436                   230,764
Intangible pension asset                                                                       370,000                   370,000
Other assets, net of accumulated amortization of $883,293 and $916,468                         488,725                   455,550
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         $ 181,878,930              $180,182,463
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                                                       $ 32,604,979              $ 34,558,664
   Accrued expenses                                                                         10,671,116                12,923,956
   Current maturities of long-term debt                                                      9,709,148                10,096,389
------------------------------------------------------------------------------------------------------------------------------------
        TOTAL CURRENT LIABILITIES                                                           52,985,243                57,579,009

OTHER:
   Long-term debt, less current maturities                                                  62,293,980                56,856,851
   Accrued pension cost                                                                      1,987,000                 1,590,001
   Accrued other postretirement benefits                                                     5,302,483                 5,175,702
   Deferred income taxes                                                                    10,020,000                10,020,000
   Other noncurrent liabilities                                                                 37,710                    31,844
------------------------------------------------------------------------------------------------------------------------------------
        TOTAL LIABILITIES                                                                  132,626,416               131,253,407
------------------------------------------------------------------------------------------------------------------------------------
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                11,663,471
   Accumulated other comprehensive loss                                                     (4,471,634)               (4,606,404)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                            57,502,198                57,178,740
   Treasury stock, at cost, 1,758,938 shares
                                                                                            (8,249,684)               (8,249,684)
------------------------------------------------------------------------------------------------------------------------------------
        TOTAL STOCKHOLDERS' EQUITY                                                          49,252,514                48,929,056
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         $ 181,878,930             $ 180,182,463
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     See accompanying notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>

                                                                                                                 Niagara Corporation
                                                                                                                    and Subsidiaries

                                                                                                            Statements of Operations
                                                                                                                         (Unaudited)

------------------------------------------------------------------------------------------------------------------------------------
Three months ended March 31,                                                                    2001                        2002
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                         <C>
Net sales                                                                               $ 81,261,075                $ 62,971,239
Cost of products sold                                                                     71,257,710                  56,141,691
------------------------------------------------------------------------------------------------------------------------------------
          Gross profit                                                                    10,003,365                   6,829,548
Operating expenses:
   Selling, general and administrative                                                     6,983,454                   6,104,220
------------------------------------------------------------------------------------------------------------------------------------
        Income from operations                                                             3,019,911                     725,328
Other income (expense):
   Interest expense                                                                       (1,696,816)                   (922,383)
   Other income                                                                               11,065                      48,367
------------------------------------------------------------------------------------------------------------------------------------
        Income (loss) before income taxes                                                  1,334,160                    (148,688)

Provision for income taxes                                                                   500,000                      40,000
------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                                       $    834,160                    (188,688)
------------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share (basic and diluted)                                           $        .10                $       (.02)
------------------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding:
  (basic and diluted)                                                                      8,363,817                   8,238,517
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     See accompanying notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>

                                                                                                                Niagara Corporation
                                                                                                                   and Subsidiaries

                                                                                                  Statement of Stockholders' Equity
                                                                                                                        (Unaudited)
Three months ended March 31, 2002
------------------------------------------------------------------------------------------------------------------------------------



                                            Common Stock                                  Accumulated other               Total
                                   -----------------------------   Additional   Retained   comprehensive    Treasury   stockholders'
                                                                    paid-in     earnings       loss       stock at cost   equity
                                   Number of  shares    Amount       capital

------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <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 loss:

   Net loss for the period                  -             -             -         (188,688)       -              -         (188,688)

   Foreign currency translation
     adjustment (Note 2)                    -             -             -                     (134,770)          -         (134,770)
------------------------------------------------------------------------------------------------------------------------------------

Total comprehensive loss                    -             -             -               -         -              -         (323,458)
------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2002                 9,997,455       $9,998     $50,111,675 $11,663,471   $(4,606,404)  $(8,249,684)  $48,929,056
------------------------------------------------------------------------------------------------------------------------------------


                                                                                     See accompanying notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>

                                                                                                                 Niagara Corporation
                                                                                                                    and Subsidiaries

                                                                                                            Statements of Cash Flows
                                                                                                                         (Unaudited)
Three months ended March 31,                                                      2001                                       2002
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                       <C>                                         <C>
   Net income (loss)                                                      $     834,160                               $    (188,688)
------------------------------------------------------------------------------------------------------------------------------------
   Adjustments to reconcile net income (loss) to net cash provided by
      operating activities:
        Depreciation and amortization                                         2,547,923                                   2,340,976

        Provision for doubtful accounts                                         149,761                                     (19,322)

        Pension costs                                                          (658,061)                                   (396,999)

        Other postretirement benefits                                           (68,507)                                   (126,781)

        Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                     (5,880,552)                                   1,444,922

              Decrease (increase) in inventories                              4,586,850                                  (1,758,570)

              Increase in other assets, net                                    (928,077)                                 (1,468,816)

              Increase in trade accounts payable, accrued
              expenses and other non-current liabilities                      1,537,385                                   4,948,312
------------------------------------------------------------------------------------------------------------------------------------
                Total adjustments                                             1,286,722                                   4,963,722
------------------------------------------------------------------------------------------------------------------------------------
                Net cash provided by operating  activities                    2,120,882                                   4,775,034
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Acquisition of property and equipment                                      (867,647)                                    (444,382)
------------------------------------------------------------------------------------------------------------------------------------
                Net cash used in investing activities                         (867,647)                                    (444,382)
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Repayment of long-term debt                                               (1,600,616)                                 (4,609,043)
------------------------------------------------------------------------------------------------------------------------------------
                Net cash used in financing activities                        (1,600,616)                                 (4,609,043)
------------------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash equivalents                    (97,256)                                     (5,668)
------------------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                      (444,637)                                   (284,059)

Cash and cash equivalents, beginning of period                                2,350,515                                   1,692,070
------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                  $   1,905,878                               $   1,408,011
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     See accompanying notes to financial statements.
</TABLE>



                                                             Niagara Corporation
                                                                and Subsidiaries

                               Notes to Financial Statements - Information as of
                                        March 31, 2002 and for the periods ended
                                           March 31, 2001 and 2002 is unaudited.

--------------------------------------------------------------------------------
  1.       Basis of                   The accompanying condensed financial
           Presentation               statements of Niagara Corporation
                                      ("Niagara") and its subsidiaries
                                      (together with Niagara, the
                                      "Company"), Niagara LaSalle
                                      Corporation ("Niagara LaSalle"),
                                      LaSalle Steel Company ("LaSalle," and
                                      together with Niagara LaSalle,
                                      "Niagara US") and Niagara LaSalle
                                      (UK) Limited ("Niagara UK"), are
                                      unaudited; however, in the opinion of
                                      management, all adjustments necessary
                                      for a fair statement of financial
                                      position and results for the stated
                                      periods have been included. These
                                      adjustments are of a normal recurring
                                      nature. Selected information and
                                      footnote disclosures normally
                                      included in financial statements
                                      prepared in accordance with generally
                                      accepted accounting principles have
                                      been condensed or omitted. 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,
         Translation and              uses British pounds sterling
         Transactions                 ("(pound)") as its functional
                                      currency and its accounts are
                                      translated to United States dollars
                                      in conformity with Statement of
                                      Financial Accounting Standards
                                      ("SFAS") No. 52, "Foreign Currency
                                      Translation." Assets and
                                      liabilities of this subsidiary are
                                      translated at the exchange rate in
                                      effect at the balance sheet dates
                                      and the related revenues and
                                      expenses have been translated at
                                      rates prevailing at the transaction
                                      dates, which approximate average
                                      rates for the periods. Translation
                                      adjustments arising from the use of
                                      different exchange rates from
                                      period to period are included as
                                      accumulated other comprehensive
                                      loss within the Statement of
                                      Stockholders' Equity. Gains and
                                      losses resulting from foreign
                                      currency transactions are included
                                      in other income within the
                                      Statements of Operations.



    3.     Inventories                Inventories consisted of the following:


                                        December 31,          March 31,
                                                2001               2002
                                      ---------------------------------

           Raw materials                 $10,503,938        $11,941,080

           Work-in-process                 3,783,934          3,705,409

           Finished goods                 29,825,791         29,923,232
                                      ----------------------------------
                                         $44,113,663        $45,569,721
                                      ----------------------------------

                                        At March 31, 2002, Niagara US
                                        inventories were $29,640,449
                                        determined using the LIFO method
                                        and Niagara UK inventories were
                                        $15,929,272 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 March 31,
                                        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 a bond or irrevocable standby
                                        letter of credit totaling
                                        $1,555,000 as of March 31, 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.

       5.   Segments and            The Company operates in two
            Related                 reportable segments: (i) Niagara US
            Information             which has operations in the United
                                    States and (ii) Niagara UK which
                                    has operations in the United
                                    Kingdom. The Company operates these
                                    segments as separate strategic
                                    business units and measures the
                                    segment performance based on
                                    earnings before interest, taxes,
                                    depreciation and amortization
                                    ("EBITDA"). Niagara UK uses British
                                    pounds sterling as its functional
                                    currency and its accounts are
                                    translated to United States dollars
                                    in conformity with SFAS No. 52,
                                    "Foreign Currency Translation."
                                    Assets and liabilities of this
                                    subsidiary have been translated at
                                    the exchange rates in effect on
                                    March 31, 2001 and 2002, and the
                                    related revenues and expenses have
                                    been translated at rates prevailing
                                    at the transaction date, which
                                    approximates average rates for the
                                    periods. The following tables set
                                    forth certain performance and other
                                    information by reportable segment.



           Three months ended
           March 31, 2001                          Niagara US         Niagara UK
           ---------------------------------------------------------------------
           Net sales                             $ 50,133,205       $ 31,127,870
           Segment profit (EBITDA)                  4,451,557          1,829,777
           Depreciation and amortization            1,957,468            564,923
           Interest expense                         1,075,701            621,115
           Long-lived assets                       84,528,224         13,919,938
           Segment assets                         144,278,726         66,783,116
           Acquisition of property and equipment      650,192            217,455
           ---------------------------------------------------------------------



           Three months ended
           March 31, 2002                         Niagara US         Niagara UK
           ---------------------------------------------------------------------

           Net sales                             $ 41,309,233        $21,662,006
           Segment profit (EBITDA)                  3,673,835          (135,454)
           Depreciation and amortization            1,836,773            475,106
           Interest expense                           544,740            377,643
           Long-lived assets                       78,943,356         11,128,655
           Segment assets                         127,924,497         51,246,279
           Acquisition of property and equipment      234,525            209,857
           ---------------------------------------------------------------------

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

           Approximately 68% of Niagara UK's sales to unaffiliated
           customers during the three months ended March 31, 2002 were
           within the United Kingdom with 19% to continental Europe and 13%
           to the rest of the world. These amounts were 63%, 21% and 16%,
           respectively, for the three months ended March 31, 2001. Niagara
           UK's sales to any one foreign country, other than the United
           States, for these periods represented less than 5% of its total
           sales.

           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.


                  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 this first 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 this second
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 (approximately $5,133,600), subject to
adjustment. This transaction is subject to the buyer receiving approval
from the local planning authority of its plans to build residential
property at the site. Niagara UK's option to purchase this property is
exercisable on 3 months' notice and upon payment of (pound)1,495,000
(approximately $2,132,000).


Results of Operations

         During the first quarter 2002, the Company continued to experience
the decline in sales and net income that began during the third quarter
2000. In the U.S., demand for the Company's products by service centers,
the Company's major customer base in the U.S., declined relative to the
first quarter of 2001, in the face of continuing weak conditions in the
manufacturing sector of the economy. Conditions in the U.S. have improved,
however, as compared to the second half of 2001, with both demand and
prices increasing following the announcement of Section 201 tariffs on
imported steel that went into effect on March 20, 2002.

         During the first quarter 2002, the Company's U.K. operations
continued to be faced with weak conditions in the manufacturing sector of
the U.K. and other European countries. In addition, the high value of the
pound sterling relative to Western European currencies and the imposition
of U.S. tariffs on imported steel has had a negative impact on Niagara UK's
export business.

         Faced with these conditions, management has continued to review
all operations for cost cutting opportunities and effected further
reductions in raw material, production and transportation costs and capital
expenditures during the first quarter 2002. In addition, the Company
reduced long-term debt during this period by $ 4,609,043.


Three Months ended March 31, 2002 compared with March 31, 2001

         Net sales for the three months ended March 31, 2002 were
$62,971,239, representing a decrease of $18,289,836, or 22.5%, over the
same period in 2001. Approximately 48.2% of this decrease was attributable
to the Company's U.S. operations with the remainder, 51.8%, attributable to
the Company's U.K. operations. The decrease in net sales attributable to
the Company's U.S. and U.K. operations was due primarily to a marked
decrease in sales volume (16% and 23%, respectively) and, to a lesser
extent, a decrease in prices (2.1% and 3.3%, respectively).

         Cost of products sold for the three months ended March 31, 2002
decreased by $15,116,019 to $56,141,691, representing a decrease of 21.2%
over the same period in 2001. This decrease was primarily attributable to
the decreased sales volume from both the Company's U.S. and U.K.
operations.

         Gross margins for the three months ended March 31, 2002 decreased
by 1.5% compared to the same period in 2001 due primarily to the Company's
decreased net sales and a decrease in prices.

         Selling, general and administrative expenses for the three months
ended March 31, 2002 decreased by $879,234 to $6,104,220, or 9.7% of sales,
compared to 8.6% 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 three months ended March 31, 2002
decreased by $774,433 to $922,383, due to decreased levels of borrowing and
lower interest rates.

         Net loss for the three months ended March 31, 2002 was $188,688, a
decrease of $1,022,848, as compared to net income of $834,160 for the three
months ended March 31, 2001. The decrease attributable to the Company's
U.K. operations was $1,070,747, which was partially offset by an increase
of $47,899 attributable to the Company's U.S. operations.


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 three months ended
March 31, 2002 totaled $444,382 as compared to $867,647 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 $4,775,034 for
the three months ended March 31, 2002, an increase of $2,654,152 as
compared to cash flows provided by operating activities of $2,120,882 for
the same period in 2001. This increase was largely attributable to a
decrease in accounts receivable in 2002 as compared to an increase in 2001
(a decrease of $1,444,922 in 2002 as compared to an increase of $5,880,552
in 2001) and an increase in accounts payable, accrued expenses and other
non-current liabilities in 2002 as compared to 2001 (an increase of
$4,948,312 in 2002 as compared to an increase of $1,537,385 in 2001). These
were partially offset by an increase in inventories in 2002 as compared to
a decrease in 2001 (an increase of $1,758,570 in 2002 as compared to a
decrease of $4,586,850 in 2001), and a decrease in net income (net loss of
$188,688 in 2002 as compared to net income of $834,160 in 2001). Cash and
cash equivalents at March 31, 2002 was $1,408,011, a decrease of $284,059
as compared to December 31, 2001. Such funds are used for working capital
and other corporate purposes.

         On April 18, 1997 and in connection with the acquisition of
LaSalle, Niagara US entered into a revolving credit and term loan agreement
(as amended, the "Credit Agreement") and Niagara LaSalle terminated its
previously existing credit agreements. The other parties to the Credit
Agreement are Manufacturers and Traders Trust Company ("M&T"), Comerica
Bank, Citizens Business Credit Company, The Prudential Insurance Company of
America and PNC Bank. The Credit Agreement provides for a $50,000,000
revolving credit facility and a $40,000,000 term loan. The obligations of
Niagara US under the Credit Agreement are guaranteed by Niagara and secured
by substantially all of the assets and a pledge of all outstanding capital
stock of Niagara US.

         Principal of the term loan under the Credit Agreement amortizes in
monthly installments that commenced on November 1, 1997 and end on April 1,
2004. The principal repayment installments on the term loan escalate
throughout its term. Interest on the term loan is payable in monthly
installments either at the LIBOR rate (for a period specified by Niagara US
from time to time) plus 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 and will mature on
July 31, 2003. 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 cash interest
expense. Niagara US was in compliance with all of these requirements as of
March 31, 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 March
31, 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 three months
ended March 31, 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 $14.3 million) term loan and a (pound)9.8
million (approximately $14.0 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 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 up to (pound)20 million (approximately $28.5
million) of advances to Niagara UK based upon a formula tied to the
receivables purchased by RBID. Advances under the Discount Agreement accrue
interest at the National Westminster base rate plus 2.25% and mature on
August 23, 2003. 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 $7.1
million) and subsequently reduced to (pound)2.5 million (approximately $3.6
million) as of December 31, 1999.

         The Facilities and Discount Agreements carry restrictions on,
among other things, security interests, borrowed money, asset dispositions,
dividends, transactions with affiliates, capital expenditures,
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 March 31, 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.

         At March 31, 2002, the Company had borrowed or been advanced
$36,937,000 under its revolving credit facilities and the Discount
Agreement and had approximately $14,309,000 in available credit thereunder,
and the outstanding balance of its term loans was $29,370,000. Working
capital of the Company at March 31, 2002 was $32,018,653.


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 has
not had an 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 is in the process of completing this test and, accordingly, has not
yet determined what effect the adoption of this statement will have on its
financial statements. For the three months ended March 31, 2001, goodwill
amortization net of tax benefit was approximately $12,000. As of March 31,
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.


         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 and the credit risk of its customers.
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
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. At March 31, 2002, Niagara UK had approximately (pound)1,940,000
(approximately $2,762,000) of such contracts all of which were due to
mature during 2002. Revenues from sales by Niagara US are collected
exclusively in U.S. dollars.

         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.


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

         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
Securities and Exchange Commission, 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.


                        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.           Submission of Matters to Vote of Security Holders.


                  None.


Item 5.           Other Information.


                  Not applicable.


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

                  (a) Exhibits.

               +3.1        Registrant's Restated Certificate of Incorporation,
                           as amended on May 16, 1996.

               *3.2        Registrant's By-laws.

               *4.1        Form of Common Stock Certificate.

           !!!!!4.2        Revolving Credit and Term Loan Agreement, dated
                           as of April 18, 1997, by and among Niagara Cold
                           Drawn Corp., LaSalle Steel Company,
                           Manufacturers and Traders Trust Company
                           (individually and as Agent), CIBC Inc. and
                           National City Bank (the "Credit Agreement").

             +++4.3        First Amendment to the Credit Agreement, dated as
                           of September 4, 1997.

             +++4.4        Second Amendment to the Credit Agreement, effective
                           as of December 31, 1997.

              !!4.5        Third Amendment to the Credit Agreement, effective
                           May 15, 1998.

              **4.6        Fourth Amendment to the Credit Agreement, effective
                           as of December 1, 1998.

            ****4.7        Fifth Amendment to the Credit Agreement, effective
                           as of May 21, 1999.

           +++++4.8        Sixth Amendment to the Credit Agreement, effective
                           as of December 31, 1999.

          !!!!!!4.9        Seventh Amendment to the Credit Agreement, effective
                           as of March 31, 2000.

         !!!!!!4.10        Eighth Amendment to the Credit Agreement, effective
                           as of June 8, 2000.

         ******4.11        Ninth Amendment to the Credit Agreement, effective
                           as of June 28, 2001.

        !!!!!!!4.12        Tenth Amendment to the Credit Agreement, effective
                           as of December 31, 2001.

               4.13        Eleventh Amendment to the Credit Agreement,
                           effective as of March 31, 2002.

           ****4.14        Bank Facilities Agreement, dated May 21, 1999,
                           between National Westminster Bank Plc and
                           Niagara LaSalle (UK) Limited (the "Facilities
                           Agreement").

         ++++++4.15        Amendment to the Facilities Agreement, effective
                           June 30, 2000.

         ******4.16        Second Amendment to the Facilities Agreement,
                           effective June 30, 2001.

        !!!!!!!4.17        Third Amendment to the Facilities Agreement,
                           effective December 31, 2001.

               4.18        Fourth Amendment to the Facilities Agreement,
                           effective March 31, 2002.

           ****4.19        Intercreditor Agreement, dated May 21, 1999,
                           between National Westminster Bank Plc, Niagara
                           Corporation and Niagara LaSalle (UK) Limited.

           ++++4.20        Invoice Discounting Agreement, dated August 23,
                           1999, between Niagara LaSalle (UK) Limited and
                           Lombard Natwest Discounting Limited (the
                           "Discount Agreement").

         ++++++4.21        Amendment to the Discount Agreement, effective
                           June 30, 2000.

         ******4.22        Second Amendment to the Discount Agreement,
                           effective June 30, 2001.

        !!!!!!!4.23        Third Amendment to the Discount Agreement,
                           effective December 31, 2001.

               4.24        Fourth Amendment to the Discount Agreement,
                           effective March 31, 2002.

           ++++4.25        Intercreditor Agreement, dated August 23, 1999,
                           between Lombard Natwest Discounting Limited,
                           Niagara Corporation and Niagara LaSalle (UK) Limited.

           ++++4.26        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        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.

              !10.3        Guaranty, made by the Registrant in favor of the
                           Cohen Family Revocable Trust, u/t/a dated June
                           15, 1988, dated January 31, 1996.

             !!10.4        International Metals Acquisition Corporation 1995
                           Stock Option Plan (the "Stock Option Plan").

           !!!!10.5        First Amendment to the Stock Option Plan, dated
                           October 5, 1996.

             ++10.6        Second Amendment to the Stock Option Plan, dated
                           June 8, 1998.

             ++10.7        Niagara Corporation Employee Stock Purchase Plan.

             **10.8        First Amendment to Lease, dated May 4, 1998,
                           between Niagara LaSalle Corporation and North
                           American Royalties, Inc.

          *****10.9        Sale of Business Agreement, dated April 16,
                           1999, between Glynwed Steels Limited, Glynwed
                           International plc, Niagara LaSalle (UK) Limited
                           and Niagara Corporation

         *****10.10        Property Agreement, dated April 16, 1999,
                           between Glynwed Property Management Limited,
                           Glynwed Properties Limited, Niagara LaSalle (UK)
                           Limited, Niagara Corporation and Glynwed
                           International plc.

         *****10.11        Agreement For Lease of Unit 6-8 Eagle Industrial
                           Estate, dated April 16, 1999, between Glynwed
                           Property Management Limited, Glynwed Properties
                           Limited, Niagara LaSalle (UK) Limited and
                           Niagara Corporation.

          ++++10.12        Form of Niagara LaSalle (UK) Limited Lease.

          ++++10.13        Form of Niagara LaSalle (UK) Limited Side Deed.

          ++++10.14        Form of Niagara LaSalle (UK) Limited Option
                           Agreement.

          ++++10.15        Form of Niagara LaSalle (UK) Limited Lease Renewal
                           Deed.

       !!!!!!!10.16        Agreement, dated March 15, 2002, between Niagara
                           (UK) Limited and George Wimpey Midland Limited

                  +        Incorporated by reference to exhibit 3.1 filed
                           with the Registrant's Report on Form 10-Q for
                           the quarter ended June 30, 1996.

                 ++        Incorporated by reference to Annexes to the
                           Registrant's Proxy Statement for the Annual Meeting
                           of Stockholders held on July 7, 1998.

                +++        Incorporated by reference to exhibits filed with
                           the Registrant's Report on Form 10-K for the fiscal
                           year ended December 31, 1997.

               ++++        Incorporated by reference to exhibits filed with
                           the Registrant's Report on Form 10-Q for the
                           quarter ended September 30, 1999.

              +++++        Incorporated by reference to exhibits filed with
                           Registrant's Report on Form 10-K for the fiscal
                           year ended December 31, 2001.

             ++++++        Incorporated by reference to exhibits filed with
                           the Registrant's Report on Form 10-K for the fiscal
                           year ended December 31, 2000.

                  *        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-Q for the
                           quarter ended September 30, 2001.

                  !        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.

             !!!!!!        Incorporated by reference to exhibits filed with
                           the Registrant's Report on Form 10-Q for the
                           quarter ended June 30, 2000.

            !!!!!!!        Incorporated by reference to exhibits filed with
                           the Registrant's Report on Form 10-K for the fiscal
                           year ended December 31, 2001.

                  (b) Reports on Form 8-K.

                      None.



                                 SIGNATURES

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


Date: May 15, 2002              NIAGARA CORPORATION
                                (Registrant)

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


Date: May 15, 2002              /s/ Raymond Rozanski
                                -----------------------------------------------
                                Raymond Rozanski, Vice President and Treasurer