<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.   20549
                                        
                                   Form 10-Q
                                        
(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 31, 1998


                                      OR
                                        

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________ TO __________

COMMISSION FILE NUMBER:   33-67532

                          SHEFFIELD STEEL CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                        
         DELAWARE                                          74-2191557
      (State or other                                  (I.R.S. Employer
jurisdiction of incorporation)                        identification No.)

                          220 NORTH JEFFERSON STREET
                            SAND SPRINGS, OK 74063
                   (Address of principal executive offices)
                                (918) 245-1335
             (Registrant's telephone number, including area code)



     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 _____



     At the date of this filing, there were 3,461,175 shares of the Registrant's
$.01 par value Common Stock outstanding.  The aggregate market value of voting
stock held by nonaffiliates is unknown as the Registrant's stock is not traded
on an established public trading market.
<PAGE>
 
                          SHEFFIELD STEEL CORPORATION
                                   FORM 10-Q
                                        
                                     INDEX

<TABLE>
<CAPTION>
                                                                      Page
                                                                      ----

<S>                                                                   <C>
PART I.  FINANCIAL INFORMATION
 
Item 1.  Financial Statements
         Consolidated Condensed Balance Sheets as of
         July 31, 1998 and April 30,  1998                             3
 
         Consolidated Condensed Statements of Operations
         for the three months ended July 31, 1998
         and July 31, 1997                                             4
 
         Consolidated Condensed Statements of Cash Flows
         for the three months ended July 31, 1998 and
         July 31, 1997                                                 5
 
         Notes to Consolidated Condensed Financial Statements          6
 
Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                 7-10
 
 
PART II. OTHER INFORMATION
 
Item 1.  Legal Proceedings                                             11
 
Item 6.  Exhibits and Reports on Form 8-K                              11
 
Signature                                                              12
 
Exhibit Index                                                          13
 
</TABLE>

                                       2
<PAGE>
 
                 SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
                                        
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                               Unaudited
                                                              April 30,         July 31,
                                                                 1998             1998
                                                              ---------        ----------

<S>                                                         <C>               <C>
ASSETS 
------                                                    
Current assets:                                            
 Cash and equivalents                                          $  2,590         $    201
 Accounts receivable, less allowance for doubtful accounts 
     of $733 and $658 at July 31, 1998 and April 30, 1998, 
     respectively                                                20,994           20,008
 Inventories                                                     33,548           35,246
 Other current assets                                             3,803            3,736
                                                               --------         --------
                                                           
       Total current assets                                      60,935           59,191
                                                           
Property, plant and equipment, net                               68,730           68,264
Intangible assets, net                                            8,672            8,503
Other assets                                                      3,238            3,237
Deferred income tax asset, net                                    2,043            2,061
                                                               --------         --------
                                                           
       Total assets                                            $143,618         $141,256
                                                               ========         ========
                                                           
LIABILITIES AND STOCKHOLDERS' DEFICIT                
-------------------------------------
                                                           
Current liabilities:                                       
 Current portion of long-term debt                             $  1,702         $  2,563
 Accounts payable                                                19,745           13,662
 Accrued interest payable                                         5,151            2,108
 Accrued liabilities                                              6,375            6,435
                                                               --------         --------
                                                           
       Total current liabilities                                 32,973           24,768
                                                           
Long-term debt, excluding current portion                       112,682          119,128
Other liabilities                                                12,089           12,562
                                                               --------         --------
                                                           
            Total liabilities                                   157,744          156,458
                                                               --------         --------
                                                           
Stockholders' equity (deficit):                            
 Common stock                                                        36               34
 Additional paid-in capital                                       2,536            1,939
 Accumulated deficit                                            (15,698)         (16,161)
                                                               --------         --------
                                                           
       Total stockholders' deficit                              (13,126)         (14,188)
                                                           
    Less loans to stockholders                                    1,000            1,014
                                                               --------         --------
                                                           
                                                                (14,126)         (15,202)
                                                               --------         --------
                                                           
           Total liabilities and stockholders' deficit         $143,618         $141,256
                                                               ========         ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.

                                       3
<PAGE>
 
                 SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
                                        
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                (IN THOUSANDS)
                                  (UNAUDITED)
                                        

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                 July 31,
                                                      -------------------------------
                                                             1997              1998
                                                       ---------------  -----------------
<S>                                                    <C>              <C>
Sales                                                      $47,717           $43,077
Cost of sales                                               38,309            33,848
                                                           -------           -------
 
      Gross profit                                           9,408             9,229
 
Selling, general and administrative expense                  3,297             3,602
Depreciation and amortization expense                        1,711             1,864
Postretirement benefit expense                                 688               730
                                                           -------           -------
 
        Operating income                                     3,712             3,033
 
Other expense:
  Interest expense, net                                      2,957             3,481
  Other                                                          -                15
                                                           -------           -------
                                                             2,957             3,496
 
        Income from operations before income taxes             755              (463)
 
Income tax expense                                               -                 -
                                                           -------           -------
 
        Net income (loss)                                  $   755           $  (463)
                                                           =======           =======
 </TABLE>

See accompanying notes to consolidated condensed financial statements.

                                       4
<PAGE>
 
                 SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
                                        
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)
                                  (UNAUDITED)
                                        


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      July 31,
                                                            ------------------------------
                                                                  1997            1998
                                                            ---------------  -------------
<S>                                                         <C>              <C>
Cash flows from operating activities:
 Net income (loss)                                              $   755          $  (463)
 Depreciation and amortization                                    1,760            1,945
 Accrual of postretirement benefits other than pensions,
     net of cash paid                                               438              480
 Changes in assets and liabilities                                 (118)          (9,749)
                                                                -------          -------
 
     Net cash provided by (used in) operations                    2,835           (7,787)
                                                                -------          -------
 
Cash flows from investing activities -
 Capital expenditures                                              (963)          (1,254)
                                                                -------          -------
 
Cash flows from financing activities:
 Net (decrease) increase in long-term debt                       (1,869)           7,307
 Other financing activities                                           -             (655)
                                                                -------          -------
 
     Net cash (used in) provided by financing activities         (1,869)           6,652
                                                                -------          -------
 
Net increase (decrease) in cash                                       3           (2,389)
 
Cash at beginning of period                                          15            2,590
                                                                -------          -------
 
Cash at end of period                                           $    18          $   201
                                                                =======          =======
 
Supplemental disclosure of cash flow information
------------------------------------------------
 
Cash paid during the period for interest                        $ 5,207          $ 6,443
                                                                =======          =======
 
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                       5
<PAGE>
 
                 SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                            JULY 31, 1998 AND 1997
                                (IN THOUSANDS)
                                  (UNAUDITED)

1)  BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

The consolidated financial statements of Sheffield Steel Corporation (the
Company) include the accounts of its divisions, Sheffield Steel-Sand Springs
(Sand Springs), Sheffield Steel-Kansas City (Kansas City), and Sheffield Steel-
Joliet (Joliet) and its wholly owned subsidiaries, Sheffield Steel Corporation-
Oklahoma City (Oklahoma City), Waddell's Rebar Fabricators, Inc. (Waddell) since
October 28, 1997, and Sand Springs Railway Company (the Railway).  HMK
Enterprises, Inc. (HMK) owns approximately 90% of the currently issued and
outstanding common stock.  All material intercompany transactions and balances
have been eliminated in consolidation.  The Company's primary business is the
production of concrete reinforcing bar, fence posts, and a range of hot rolled
bar products including rounds, flats and squares.  The Company's products are
sold throughout the continental United States.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with the financial
statements contained in the Company's Form 10-K, for the year ended April 30,
1998.  In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.  Operating results for the quarter ended July 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
April 30, 1999.
 
(2)  INVENTORIES

 
The components of inventories are as follows:

<TABLE> 
<CAPTION> 


                                                                                       July 31,
                                                                     April 30,          1998
                                                                      1998             Unaudited
                                                                      ----             ---------
 
<S>                                                         <C>                <C>
Raw materials and storeroom supplies                                  $10,673          $11,805
Work in process                                                        11,721           11,097
Finished goods                                                         11,154           12,344
                                                                      -------          -------
 
                                                                      $33,548          $35,246
                                                                      =======          =======
</TABLE>

(3)  Long-term Debt

On July 31, 1998, the Railway amended its credit agreement with a bank.  The
amendment extends the Railway's revolving credit agreement to July 31, 2000.
Substantially all of the other terms of the original agreement remain in effect.

On June 30, 1998, the Company entered into an equipment financing agreement for
approximately $5.6 million, of which approximately $4.6 was outstanding at July
31, 1998.  The loan bears interest at LIBOR plus 3% and matures in June, 2003.
The loan is secured by equipment, primarily related to the shear-line project.
At July 31, 1998, the interest rate was 8.66%.

                                       6
<PAGE>
 
                  SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES

 ITEM 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations
          ---------------------------------------------

      The following discussion should be read in conjunction with the
 Consolidated Condensed Financial Statements of the Company and the notes
 thereto elsewhere in this Form 10-Q.

      This Quarterly Report on Form 10-Q may contain forward-looking statements
 as that term is defined in the Private Securities Litigation Reform Act of
 1995.  Such statements are based on management's current expectations and are
 subject to a number of factors and uncertainties which could cause results to
 differ materially from those described in the forward-looking statements.
 There can be no assurance that actual results or business conditions will not
 differ materially from those anticipated or suggested in such forward-looking
 statements as a result of various factors, including, but not limited to, the
 following:  the size and timing of significant orders, as well as deferral of
 orders, over which the Company has no control; the variation in the Company's
 sales cycles from customer to customer; increased competition posed by other
 mini-mill producers; changes in pricing policies by the Company and its
 competitors; the need to secure or build manufacturing capacity in order to
 meet demand for the Company's products; the Company's success in expanding its
 sales programs and its ability to gain increased market acceptance for its
 existing product lines; the ability to scale up and successfully produce its
 products; the potential for significant quarterly variations in the mix of
 sales among the Company's products; the gain or loss of significant customers;
 shortages in the availability of raw materials from the Company's suppliers;
 fluctuations in energy costs; the costs of environmental compliance and the
 impact of government regulations; the Company's relationship with its work
 force; the restrictive covenants and tests contained in the Company's debt
 instruments, which could limit the Company's operating and financial
 flexibility; and general economic conditions.

 Results of Operations
 Three Months Ended July 31, 1998 As Compared to the Three Months Ended July 31,
 1997

      SALES.  Sales for the Company for the three month period ended July 31,
 1998 were approximately $43.1 million as compared to sales of approximately
 $47.7 million for the three month period ended July 31, 1997, a decrease of
 approximately $4.6 million or 9.72%.  Shipping levels decreased 16.9% to
 110,318 tons from 132,797 tons and the average price per ton shipped increased
 to $390 from $359.  The decrease in tons shipped is primarily due to the
 Company's low inventory position at the beginning of the year resulting from
 the rolling mill outage at the Sand Springs Facility in the fourth quarter of
 fiscal 1998.  The outage was due to installation of the new shear line which
 improved the efficiency of the cooling bed and increased the capacity of the
 shear line.  The increase in price per ton is due to the change in product mix.

      Hot Rolled Bar Products.  Shipments for the three month period ended July
 31, 1998 were 44,664 tons compared to 45,054 tons for the three month period
 ended July 31, 1997, a decrease of 390 tons or 0.9%.  The decrease was
 primarily a result of the low inventory position of the Sand Springs Facility.
 Shipments of hot rolled bar products from the Joliet Facility increased 8.5%
 over the same period in the prior year primarily due to strong market demand.
 The average price per ton of hot rolled bar products for the three month period
 ended July 31, 1998 increased to $454 from 

                                       7
<PAGE>
 
$439, reflecting an increase in sales prices at both the Sand Springs Facility
and the Joliet Facility due to strong market demand and product mix.

      Rebar.  Rebar shipments for the three month period ended July 31, 1998
 were 41,669 tons compared to 56,551 tons for the three month period ended July
 31, 1997, a decrease of 14,882 or 26.3%.  This decrease was primarily a result
 of the low inventory position at the Sand Springs Facility at the beginning of
 fiscal 1999.  Although the Sand Springs rolling mill production increased
 approximately 16.9% over the same period in the prior year, the Company
 typically sells rebar out of inventory during this time of year.  The average
 price per ton of rebar for the three month period ended July 31, 1998 increased
 slightly to $302 from $295.

      Fabricated Products.  Shipments of fabricated products for the three month
 period ended July 31, 1998 were 14,538 tons compared to 14,825 tons for the
 three month period ended July 31, 1997, a decrease of 287 tons or 1.9%.  The
 decrease in shipments was due to a slight decrease in shipments from the Sand
 Springs Facility fence post shop and a decrease in shipments from the Kansas
 City Facility.  The Kansas City Facility had a paint booth fire in June that
 halted production for approximately three days.  The average price per ton for
 the three month period ended July 31, 1998 increased to $495 from $458.  The
 increase in average price per ton was primarily due to improved product mix and
 pricing at the Kansas City Facility and the acquisition of Waddell.

      Billets.  Shipments of billets to third parties for the three month period
 ended July 31, 1998 were 9,447 tons compared to 16,367 tons for the three month
 period ended July 31, 1997, a decrease of 6,920 tons or 42.3%.  This decrease
 was due to increased internal billet usage at the Sand Springs rolling mill as
 a result of the start-up of the new shear line.

      COST OF SALES.  The cost of sales for the three month period ended July
 31, 1998 was approximately $33.8 million as compared to approximately $38.3
 million for the three month period ended July 31, 1997.  On an average per ton
 basis, cost of sales increased to $307 per ton for the three month period ended
 July 31, 1998 from $288 per ton for the three month period ended July 31, 1997.
 The increase in cost per ton is due to higher conversion costs per ton,
 specifically weather related electric utility costs, as well as a change in
 product mix to a higher percentage of hot rolled bar products.

      GROSS PROFIT.  Gross profit for the Company for the three month period
 ended July 31, 1998 was approximately $9.2 million as compared to gross profit
 of approximately $9.4 million for the three month period ended July 31, 1997, a
 decrease of approximately $0.2 million or 1.9%.  Gross profit for the Company
 as a percentage of sales for the three months ended July 31, 1998 was 21.4% as
 compared to 19.7% for the three months ended July 31, 1997.  The increase is
 primarily the result of higher average selling prices and a more favorable
 product mix.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSE.  Selling, general and
 administrative expense for the Company for the three month period ended July
 31, 1998 was $3.6 million, an increase of $0.3 million from the three month
 period ended July 31, 1997.  The increase is primarily a result of the
 acquisition of Waddell, additional environmental expenditures and an increase
 in property taxes.

      DEPRECIATION AND AMORTIZATION.  Depreciation and amortization for the
 three month period  ended July 31, 1998 increased to $1.9 million from $1.7
 million for the three month period ended July 31, 1997.  The increase is due to
 increased intangible assets associated with the acquisition of 

                                       8
<PAGE>
 
 Waddell and debt issuance costs and depreciation expense increases at the Sand
 Springs Facility due to capital expenditures.


      POST-RETIREMENT BENEFIT EXPENSE.  Post-retirement benefit expense for the
 three month periods ended July 31, 1998 and 1997 was approximately $0.7
 million.

      OPERATING INCOME.  Operating income for the Company for the three month
 period ended July 31, 1998 was approximately $3.0 million as compared to
 approximately $3.7 million for the three month period ended July 31, 1997, a
 decrease of approximately $0.7 million.  Operating income for the Company as a
 percentage of sales for the three month period ended July 31, 1998 was 7.0% as
 compared to 7.8% for the three month period ended July 31, 1997.  This decrease
 was primarily due to decreased sales in addition to slightly higher operating
 expenses, as discussed above.

      INTEREST EXPENSE.  Interest expense for the Company for the three month
 period ended July 31, 1998 was approximately $3.5 million as compared to
 approximately $3.0 million for the three month period ended July 31, 1997, an
 increase of approximately $0.5 million.   The increase is due to the increase
 in outstanding debt during the period.
 
 LIQUIDITY AND CAPITAL RESOURCES

      As of July 31, 1998, the Company's long-term indebtedness, including
 current portion, was approximately $121.7 million. The Company had
 approximately $29.0 million of borrowing availability at July 31, 1998 under
 its revolving credit agreements and approximately $1.0 million of borrowing
 availability under its equipment financing agreement.

      Cash flow used in operations was approximately $7.8 million for the three
 month period ended July 31, 1998, as compared with cash flow provided by
 operations of approximately $2.8 million for the three month period ended July
 31, 1997.  The increase in cash used by operations was primarily due to timing
 of payments to vendors.  Cash used in investing activities in the three months
 ended July 31, 1998 was approximately $1.3 million, consisting primarily of
 capital expenditures necessary to sustain operations.  For the three month
 period ended July 31, 1998, cash provided by financing activities consisted of
 proceeds from the equipment financing agreement and increases in the revolving
 credit facility.  Cash used in financing activities primarily included payment
 of debt issue costs.

      The Company's cash flow from operations and borrowings under the Revolving
 Credit Facility, the Railway Credit Facility, and equipment financing
 agreements are expected to be sufficient to fund the budget for capital
 improvements, and meet near-term working capital requirements.

      On a longer term basis, the Company has significant future debt service
 obligations.  The Company's ability to satisfy these obligations is dependent
 on its ability to generate adequate cash flow from operations.  The Company
 expects that its cash flow from operations and available borrowings under its
 revolving credit facilities and equipment financing agreements will be
 sufficient to fund the repayment of the long term debt and other investing
 activities.  The Company's future operating results are dependent on its
 overall operating performance and are subject to general business, financial
 and other factors affecting the Company and the domestic steel 

                                       9
<PAGE>
 
 industry, as well as prevailing economic conditions, certain of which are
 beyond the control of the Company.

 CAPITAL EXPENDITURES

      Capital expenditures for the three month period ended July 31, 1998 were
 approximately $1.3 million, consisting of normal capital projects required or
 deemed economically feasible, throughout the Company. The Company's cash flow
 from operations and borrowings under its revolving credit facilities and
 equipment financing agreements are expected to be sufficient to meet any near-
 term working capital requirements the Company may have and to fund anticipated
 capital improvements.

 YEAR 2000 COMPLIANCE


   The Company has been reviewing potential issues associated with the computer
 applications that could fail or generate erroneous results by or at the year
 2000 ("Year 2000") and expects to conclude its review of all these issues
 during 1998.  A significant number of the Company's critical business
 applications have already been modified and tested to ensure Year 2000
 compliance.  The remaining Year 2000 projects are scheduled for completion and
 testing during 1998 and 1999.  The total cost of converting internal systems to
 achieve Year 2000 compliance is not expected to be material to the Company.
 The Company has formed a project team that has inventoried the operating and
 other systems and has acquired written assurance from vendors that they have
 addressed or will address the Year 2000 issue before Year 2000.  The Company is
 also assessing the business impact of Year 2000 issues related to vendors,
 major customers, service suppliers, communications providers, and banks.

 ACCOUNTING PRONOUNCEMENTS

   In June 1997, the Financial Accounting Standards Board ("FASB") issued
 Statement of Financial Accounting Standards ("Statement") No. 130 "Reporting
 Comprehensive Income".  Statement No. 130 establishes standards for reporting
 and display of comprehensive income and its components in the financial
 statements.  Statement No. 130 is effective for fiscal years beginning after
 December 15, 1997.  Reclassification of financial statements for earlier
 periods provided for comparative purposes is required.  The Company adopted
 Statement No. 130 in the quarter ended July 31, 1998.  The adoption did not
 have an impact on the Company's consolidated results of operations, financial
 position or cash flow.


   Also in June 1997, the FASB issued Statement No. 131, "Disclosures about
 Segments of an Enterprise and Related Information".  Statement No. 131,
 establishes standards for the way that public business enterprises report
 information about operating segments in annual financial statements and
 requires that those enterprises report selected information about operating
 segments in interim financial reports issued to shareholders.  It also
 establishes standards for related disclosures about products and services,
 geographic areas and major customers.  Statement No. 131 is effective for
 financial statements for fiscal years beginning after December 15, 1997.
 Financial statement disclosures for prior periods are required to be restated.
 The Company plans to adopt Statement No. 131 for the year ended April 30, 1999.
 The adoption of Statement No. 131 is not expected to have a material impact on
 the Company's consolidated results of operations, financial position or cash
 flows.

                                       10
<PAGE>
 
                  SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES


                          PART II.  OTHER INFORMATION

 ITEM 1.  LEGAL PROCEEDINGS

      The Company is not a party to any significant pending legal proceedings
 other than litigation incidental to its business which the Company believes
 will not materially affect its financial position, results of operations or
 liquidity.  Such claims against the Company are ordinarily covered by
 insurance.  There can be no assurance, however, that insurance will be
 available in the future at reasonable rates.

 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 A. Exhibits

 See Exhibit Index

 B. Reports on Form 8-K

 No reports on Form 8-K were filed during the first quarter ended July 31, 1998.

                                       11
<PAGE>
 
                  SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES



                                   SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 Registrant has duly caused this report on Form 10-Q to be signed on its behalf
 by the undersigned thereunto duly authorized.

                                      SHEFFIELD STEEL CORPORATION


 Date:  Sept. 11, 1998                /s/ Robert W. Ackerman
        ------------------           -----------------------
                                     Robert W. Ackerman, President
                                     and Chief Executive Officer
                            
                            
                            
 Date:  Sept. 11, 1998                /s/ Stephen R. Johnson
        ------------------           -----------------------
                                     Stephen R. Johnson, Vice President
                                     and Chief Financial Officer

                                       12
<PAGE>
 
                                 EXHIBIT INDEX
                                        
<TABLE> 
<CAPTION> 
 
                                       
Exhibit No.           Description                                                                 Page No.
-----------           -----------                                                                 --------


<C>                   <S>                                                                         <C>
10.35                  Sixth Amendment to Restated Credit Agreement, date July 31, 1998 between      
                       Sand Springs Railway Company and Bank of Oklahoma, N.A.                       15 
                      
 
</TABLE>