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 June 30, 2002

                                       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 0-14061


                             STEEL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

                       Kentucky                                 61-0712014
              (State or other jurisdiction of                (I.R.S. Employer
               incorporation or organization)               Identification No.)

                 15415 Shelbyville Road, Louisville, KY         40245
         ---------------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)

                                 (502) 245-2110
              (Registrant's telephone number, including area code)

                                 Not applicable
--------------------------------------------------------------------------------
   (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  Sections  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 9,572,235 shares  outstanding of the Registrant's  common stock as of
June 30, 2002.



                                       1
<PAGE>





                             STEEL TECHNOLOGIES INC.

                                      INDEX



                                                                     Page Number
PART I.     FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets June 30, 2002
        (Unaudited) and September 30, 2001 (Audited) .................    3

        Condensed Consolidated Statements of Operations and Comprehensive
        Income (Loss) Three Months and Nine Months Ended June 30, 2002
        and 2001 (Unaudited) .........................................    4

        Condensed Consolidated Statements of Cash Flows
        Nine Months Ended June 30, 2002 and 2001 (Unaudited) .........    5

        Notes to Condensed Consolidated Financial Statements (Unaudited) 6-9

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations ........................................  10-15

Item 3. Quantitative and Qualitative Disclosures About Market
        Risk .........................................................   16
SIGNATURE ............................................................   17


                                       2
<PAGE>


                     Part I. - FINANCIAL INFORMATION
                      Item 1. Financial Statements

                         STEEL TECHNOLOGIES INC.
                  Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                      June 30       September 30
                                                        2002            2001
                                                     -----------    ------------
(In thousands)                                       (Unaudited)      (Audited)
--------------------------------------------------------------------------------
<S>                                                   <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................      $   3,474       $   3,380
   Trade accounts receivable, net ..............         68,619          64,632
   Inventories .................................         65,622          66,951
   Deferred income taxes .......................          3,351           2,998
   Prepaid expenses and other assets ...........          1,771           1,364
                                                      ---------       ---------
      Total current assets .....................        142,837         139,325

Property, plant and equipment, net .............        105,823         112,405
Investments in corporate joint ventures ........         16,453          15,127
Goodwill, net of amortization ..................         18,331          18,879
Other assets ...................................          1,372           1,922
                                                      ---------       ---------
                                                      $ 284,816       $ 287,658
                                                      =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................      $  53,078       $  43,088
   Accrued liabilities .........................         10,228           8,073
   Income taxes payable ........................          1,673           1,349
   Long-term debt due within one year ..........          5,825           6,283
                                                      ---------       ---------
      Total current liabilities ................         70,804          58,793

Long-term debt .................................         73,400          89,110
Deferred income taxes ..........................         15,266          14,437
Other long term liabilities ....................           --               333
                                                      ---------       ---------
      Total liabilities ........................        159,470         162,673
                                                      ---------       ---------
Commitments and contingencies ..................           --              --
 Shareholders' equity:
   Preferred stock, no par value; 5,000,000 shares
     authorized; none issued or outstanding ....           --              --
   Common stock, no par value; 50,000,000 shares
     authorized; issued and outstanding shares:
     9,572,235 in 2002 and 10,216,949 in 2001...         17,573          17,348
   Treasury stock at cost:  2,500,000 shares in
     2002 and 1,823,000 shares in 2001 .........        (21,795)        (15,203)
   Additional paid-in capital ..................          4,909           4,909
   Retained earnings ...........................        127,759         119,652
   Accumulated other comprehensive loss ........         (3,100)         (1,721)
                                                      ---------       ---------
     Total shareholders' equity ................        125,346         124,985
                                                      ---------       ---------
                                                      $ 284,816       $ 287,658
                                                      =========       =========
</TABLE>


The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

                                       3
<PAGE>

                             STEEL TECHNOLOGIES INC.
                 Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>

(Amounts in thousands,                Three Months Ended     Nine Months Ended
except per share data, unaudited)           June 30               June 30
--------------------------------------------------------------------------------
                                        2002       2001       2002       2001
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>        <C>
Sales ................................ $127,591   $109,247   $344,255  $330,802
Cost of goods sold ...................  111,801     96,352    303,862   294,062
                                       --------   --------   --------  --------
      Gross profit ...................   15,790     12,895     40,393    36,740

Selling, general and
   administrative expenses ...........    7,546      7,460     22,587    21,711
Equity in net income (loss) of
   unconsolidated corporate joint
   ventures (including impairment
   charge of $7.5 million in 2001) ...      443        285      1,326    (7,129)
                                       --------   --------   --------   --------
   Operating income (loss) ...........    8,687      5,720     19,132     7,900

Interest expense, net ................      680      1,514      3,532     5,233
                                       --------   --------   --------   --------
   Income (loss) before income taxes .    8,007      4,206     15,600     2,667

Provision for income taxes ...........    3,039      1,635      5,916     3,670
                                       --------   --------   --------   --------
    Net income (loss) ................ $  4,968   $  2,571   $  9,684   $(1,003)
                                       --------   --------   --------   --------
Diluted weighted average number of
   common shares outstanding .........    9,679     10,272      9,910    10,281
                                       ========   ========   ========   ========

Diluted earnings (loss) per common
   share ............................. $   0.51   $  0.25    $   0.98   $ (0.10)
                                       ========   ========   ========   ========

Basic weighted average number of
   common shares outstanding .........    9,556     10,223      9,815    10,281
                                       ========   ========   ========   ========

Basic earnings per common share ...... $   0.52   $  0.25    $   0.99   $ (0.10)
                                       ========   ========   ========   ========

Cash dividends per common share ...... $   0.08   $  0.06    $   0.08   $   0.06
                                       ========   ========   ========   ========
</TABLE>

        Condensed Consolidated Statements of Comprehensive Income (Loss)
<TABLE>
<CAPTION>

(In thousands)                        Three Months Ended     Nine Months Ended
(Unaudited)                                 June 30               June 30
---------------------------------------------------------------------------------
                                        2002       2001       2002       2001
                                      -------------------------------------------
<S>                                   <C>        <C>        <C>         <C>
Net income (loss) .................... $  4,968   $  2,571   $  9,684   $(1,003)
  Foreign currency translation
        adjustment ...................   (1,457)     1,156     (1,263)      130
  Change in unrealized loss on cash
        flow hedges, net of taxes ....     (251)      --         (116)     --
                                       --------   ---------   --------  --------
Comprehensive income (loss) .......... $  3,260   $  3,727    $ 8,305   $  (873)
                                       ========   =========   ========  ========
</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

                                       4
<PAGE>

                             STEEL TECHNOLOGIES INC.
                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
(In thousands)                                               Nine Months Ended
(Unaudited)                                                        June 30
--------------------------------------------------------------------------------
                                                             2002       2001
                                                           ---------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss) ..................................   $  9,684    $ (1,003)
   Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
       Depreciation ...................................     10,855      10,923
       Amortization ...................................        550         548
       Deferred income taxes ..........................        690        (555)
       Equity in net (income) loss of unconsolidated
         corporate joint venture ......................     (1,326)      7,129
       Gain on sale of assets .........................       (222)        (21)
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................     (4,611)      1,267
             Inventories ..............................        830       8,570
             Prepaid expenses and other assets ........        (63)       (122)
             Accounts payable .........................     10,336      (3,155)
             Accrued liabilities and income taxes .....      2,203       3,288
                                                          ---------   ---------
Net cash provided by operating activities .............     28,926      26,869
                                                          ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........     (5,631)     (8,020)
   Proceeds from sale of property, plant and equipment         865         737
                                                          ---------   ---------
Net cash used in investing activities .................     (4,766)     (7,283)
                                                          ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt .......................     18,000       4,000
   Principal payments on long-term debt ...............    (34,168)    (24,169)
   Cash dividends on common stock .....................     (1,577)     (1,237)
   Repurchase of common stock .........................     (6,549)     (1,330)
   Net issuance of common stock .......................        183          45
   Other ..............................................        175         175
                                                          ---------   ---------
Net cash used in by financing activities ..............    (23,936)    (22,516)
                                                          ---------   ---------
Effect of exchange rate changes on cash ...............       (130)         (5)
                                                          ---------   ---------
Net increase (decrease) in cash and cash equivalents ..         94      (2,935)
Cash and cash equivalents, beginning of year ..........      3,380       4,469
                                                          ---------   ---------
Cash and cash equivalents, end of period ..............   $  3,474    $  1,534
                                                          =========   =========
Supplemental Cash Flow Disclosures:
  Cash payment for interest ...........................   $  4,087    $  6,134
  Cash payment for income taxes .......................   $  4,419    $  2,513

</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

                                       5
<PAGE>

                           STEEL TECHNOLOGIES INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.  BASIS OF PRESENTATION:

The condensed  consolidated  balance sheet as of June 30, 2002 and the condensed
consolidated  statements of operations and  comprehensive  income (loss) for the
three and nine months ended June 30, 2002 and 2001,  and condensed  consolidated
cash flows for the nine months  ended June 30, 2002 and 2001 have been  prepared
by the Company  without  audit.  In the opinion of management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations  and cash flows at June 30, 2002
and for all periods presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the Company's  annual report to  shareholders  for the year
ended  September 30, 2001.  The results of operations  for the nine months ended
June 30, 2002 are not  necessarily  indicative of the operating  results for the
full year.

2.  INVENTORIES:

<TABLE>
<CAPTION>
Inventory consists of:
                                                       June 30     September 30
                                                         2002          2001
                                                     -----------   ------------
(In thousands)                                        Unaudited       Audited
-------------------------------------------------------------------------------
<S>                                                 <C>               <C>
Raw materials ....................................   $   48,800   $   47,159
Finished goods and work in process ...............       16,822       19,792
                                                     ----------   ----------
                                                     $   65,622   $   66,951
                                                     ==========   ==========
</TABLE>


                                       6
<PAGE>

3.  NET INCOME PER SHARE COMPUTATIONS:

The following is a  reconciliation  of the  denominator of the basic and diluted
per share computations:

<TABLE>
<CAPTION>

                                                          Three Months Ended
(In thousands, except per share results)                       June 30
-----------------------------------------------------------------------------
                                                            2002      2001
                                                          -------------------
<S>                                                       <C>       <C>
Net income .............................................. $ 4,968   $ 2,571
                                                          -------   --------
Shares (denominator) used for
  diluted per share computations:
    Weighted average shares of common stock outstanding .   9,556    10,223
    Plus: dilutive effect of stock options ..............     123        49
                                                          -------   --------
       Diluted weighted average shares                      9,679    10,272
                                                          -------   --------
Shares (denominator) used for
  basic per share computations:
    Weighted average shares of common stock outstanding .   9,556    10,223
                                                          -------   --------

Net income (loss) per share data:
    Diluted ............................................. $ 0.51    $ 0.25
                                                          =======   =======

    Basic ............................................... $ 0.52    $ 0.25
                                                          =======   =======
</TABLE>
<TABLE>
<CAPTION>
                                                           Nine Months Ended
(In thousands, except per share results)                        June 30
-----------------------------------------------------------------------------
                                                            2002      2001
                                                          -------------------
<S>                                                       <C>       <C>
Net income (loss) ....................................... $ 9,684   $(1,003)
                                                          -------   --------
Shares (denominator) used for
  diluted per share computations:
    Weighted average shares of common stock outstanding .   9,815    10,281
    Plus: dilutive effect of stock options ..............      95       --
                                                          -------   --------
       Diluted weighted average shares                      9,910    10,281
                                                          -------   --------
Shares (denominator) used for
  basic per share computations:
    Weighted average shares of common stock outstanding .   9,815    10,281
                                                          -------   --------

Net income (loss) per share data:
    Diluted ............................................. $ 0.98    $(0.10)
                                                          =======   =======

    Basic ............................................... $ 0.99    $(0.10)
                                                          =======   =======

</TABLE>
Options to  purchase  301,000  shares at June 30,  2002 were  excluded  from the
calculations  above because the exercise prices on the options were greater than
the average market price of the Company's  stock during the periods.  Options to
purchase  577,500  shares at June 30, 2001 were excluded  from the  calculations
above  because the exercise  prices on the options were greater than the average
market price of the Company's stock during the three months ended June 30, 2001.
Options to  purchase  791,500  shares at June 30,  2001 were  excluded  from the
calculations  above  because they were  antidilulitve  for the nine months ended
June 30, 2001.



                                      7

<PAGE>

4.  RELATED PARTIES

Summarized  condensed  income  statement  information  of  Mi-Tech  Steel,  Inc.
(Mi-Tech),  a fifty percent owned corporate  joint venture  accounted for by the
equity method, follows:

     (In Thousands)          Three Months Ended            Nine Months Ended
     (Unaudited)                   June 30                      June 30
     -----------------      ---------------------      -----------------------
                              2002         2001          2002           2001
                              ----         ----          ----           ----

     Sales                  $38,193      $33,429       $108,026       $105,019
     Net Income (Loss)          736          572          2,336        (12,152)

The  Company has various  transactions  with  Mi-Tech  Steel,  Inc.  Included in
operating income of the Company are management fees, interest earned on advances
and equity  from the joint  venture  earnings  (losses)  totaling  $542,000  and
$1,687,000 for the quarter and year ended June 30, 2002, respectively,  compared
to $460,000  and  $(6,607,000)  for the  quarter  and year ended June 30,  2001,
respectively.  The Company is a guarantor of up to $8,250,000 of Mi-Tech  Steel,
Inc's  borrowings  under a revolving  line of credit due October 15, 2002. As of
June 30, 2002,  there was $3,000,000  outstanding on this credit  facility.  The
lender has the  ability to call the debt if debt  covenants  are  violated.  The
Company's  equity  in  undistributed  net  income of  Mi-Tech  Steel,  Inc.  was
$5,492,000 and $4,324,000 at June 30, 2002 and 2001, respectively.

During the third  quarter  and first nine  months of fiscal  2002,  the  Company
recorded sales of $1,334,000 and $3,098,000,  respectively, for products sold to
a company  owned by certain  officers and  directors of the Company  compared to
sales of $1,018,000 and $2,556,000,  respectively,  during the third quarter and
first nine months of fiscal 2001.

5.       SHAREHOLDERS' EQUITY

On January 22, 1998,  the Board of  Directors  approved a plan under which Steel
Technologies  may  repurchase up to 500,000 shares of its common stock from time
to time at  prevailing  prices in open  market  transactions,  subject to market
conditions,  share price and other  considerations.  Subsequently,  the Board of
Directors  authorized  repurchase of an additional 1,000,000 shares on September
30, 1998 and another  additional  1,000,000 shares on April 30, 2000 for a total
of 2,500,000 shares.  During fiscal year 2002, the Company  repurchased  677,000
shares at an aggregate cost of $6,592,000. The Company has completed the program
with  2,500,000   shares  of  common  stock   repurchased   from  inception  for
$21,795,000.

                                      8
<PAGE>

6.       IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial   Accounting   Standards   No.  141  (SFAS  No.  141),   "Business
Combinations," which provides that all business combinations should be accounted
for using the purchase  method of accounting  and  establishes  criteria for the
initial  recognition  and  measurement of goodwill and other  intangible  assets
recorded in connection with a business  combination.  The provisions of SFAS No.
141 apply to all business  combinations  initiated  or completed  after June 30,
2001.  The  Company  will  apply the  provisions  of SFAS No.  141 to any future
business combinations.

In addition, the FASB issued Statement of Financial Accounting Standards No. 142
(SFAS No. 142),  "Goodwill and Other Intangible  Assets," which  establishes the
accounting for goodwill and other intangible assets following their recognition.
SFAS No.  142  applies  to all  goodwill  and other  intangible  assets  whether
acquired singly, as part of a group, or in a business combination.  SFAS No. 142
provides  that  goodwill  should  not be  amortized  but  should be  tested  for
impairment annually using a fair-value based approach. In addition, SFAS No. 142
provides that other  intangible  assets other than goodwill  should be amortized
over their useful lives and reviewed for impairment in accordance with Statement
of Financial  Accounting  Standards No. 121 (SFAS No. 121),  "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

SFAS No. 142 is effective  for the Company  beginning  on October 1, 2002.  Upon
adoption, the Company will be required to perform a transitional impairment test
under  SFAS No.  142 for all  goodwill  recorded  as of  October  1,  2002.  Any
impairment loss recorded as a result of completing the  transitional  impairment
test will be  treated as a change in  accounting  principle.  Management  of the
Company is currently  analyzing  the impact of SFAS No. 142 and cannot  estimate
the impact of the adoption of SFAS No. 142 as of October 1, 2002 at this time.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No.
144).  SFAS  No.  144  addresses  financial  accounting  and  reporting  for the
impairment or disposal of long-lived  assets and supercedes SFAS No. 121 and the
accounting and reporting  provisions of Accounting  Principles Board Opinion No.
30, "Reporting the Results of Operations, Reporting the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions,"  for the  disposal  of a segment  of a  business  (as
previously  defined  in that  Opinion).  SFAS  No.  121 also  amends  Accounting
Research Bulletin No. 51, "Consolidated  Financial Statements," to eliminate the
exception to  consolidation  for a subsidiary  for which control is likely to be
temporary.  The  objectives  of SFAS No. 144 are to address  significant  issues
relating  to the  implementation  of  SFAS  No.  121  and to  develop  a  single
accounting  model,  based on the  framework  established  in SFAS No.  121,  for
long-lived assets to be disposed of by sale, whether previously held and used or
newly acquired.  Management of the Company is currently  analyzing the impact of
SFAS No. 144 and cannot  estimate  the impact of the adoption of SFAS No. 144 as
of October 1, 2002 at this time.


                                      9
<PAGE>

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

When used in the  following  discussion,  the word  "expects"  and other similar
expressions are intended to identify forward-looking statements,  which are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. Such forward-looking statements are subject to certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
those projected.  Specific risks and uncertainties  include, but are not limited
to, general business and economic conditions; cyclicality of demand in the steel
industry,  specifically  in the  automotive  market;  work  stoppages;  risks of
business interruptions affecting automotive  manufacturers;  competitive factors
such as pricing and availability of steel; reliance on key customers; ability to
integrate  acquisitions;  and  potential  equipment  malfunctions.  Readers  are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date  hereof.  The  Company  undertakes  no  obligation  to
republish  revised  forward-looking  statements  to reflect  the  occurrence  of
unanticipated events or circumstances after the date hereof.

Application of Critical Accounting Policies
-------------------------------------------
The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with generally accepted accounting  principles.
The  preparation  of these  financial  statements  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements.  Actual results could differ from these  estimates  under  different
assumptions  or  conditions.  On an ongoing  basis,  the  Company  monitors  and
evaluates its estimates and assumptions.

The Company believes the following critical  accounting policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial statements and the consolidated financial statements of Mi-Tech Steel,
Inc.:

     Allowance for Doubtful Accounts Receivable
     ------------------------------------------
     The Company  maintains an allowance  for  doubtful  accounts for  estimated
     losses  resulting  from the  inability of its  customers  to make  required
     payments.  The allowance is maintained  at a level  considered  appropriate
     based on  historical  and other  factors  that affect  collectibility.  The
     factors  include  historical  trends of  write-offs,  recoveries and credit
     losses;  the  monitoring  of  portfolio  credit  quality;  and  current and
     projected economic and market conditions. If the financial condition of the
     Company's customers were to deteriorate,  resulting in an impairment of the
     ability to make payments, additional allowances may be required.

     Impairment of Long-Lived Assets
     -------------------------------
     The  Company  reviews  the  carrying  value of its  long-lived  assets  for
     impairment  whenever changes in events and circumstances  indicate that the
     carrying amount of the assets may not be  recoverable.  If an evaluation is


                                       10
<PAGE>

     required,  the estimated future  undiscounted cash flows associated with an
     asset would be compared to the asset's  carrying  value to  determine  if a
     write-down  to market value or  undiscounted  cash flows value is required.
     Future changes in  circumstances,  cash flow estimates and fair value could
     affect the valuations.

Results of Operations
----------------------

Steel  Technologies  posted record sales of  $127,591,000  for the third quarter
ended June 30, 2002, an increase of 17% from sales of $109,247,000 for the third
quarter ended June 30, 2001. Tons shipped of Company-owned steel products in the
third quarter of fiscal 2002 increased  approximately  21% compared to the third
quarter of fiscal 2001 while the average  selling price of  Company-owned  steel
products for the third quarter fiscal 2002 decreased  approximately  4% from the
previous year.

Sales for the nine months ended June 30, 2002  increased  by 4% to  $344,255,000
compared to  $330,802,000  for the nine months ended June 30, 2001. Tons shipped
in the first nine months of fiscal 2002 increased 12% compared to the first nine
months of fiscal 2001. Average selling prices of steel for the first nine months
of fiscal 2002 decreased approximately 7% as compared to the previous year.

The  Company  focuses  significant  resources  on the  automotive  industry  and
generates a major portion of business from selling manufacturing component parts
to the automotive  industry.  The Company continues to increase market share and
to develop a  substantial  amount of new  business  with both  existing  and new
customers.

The gross profit  margin was 12.4% in the third  quarter of fiscal 2002 compared
to 11.8% in the third  quarter  of fiscal  2001.  For the first  nine  months of
fiscal 2002 and 2001, the gross profit margin was 11.7% and 11.1%, respectively.
The increase is  attributable  to higher sales volume  spread over certain fixed
manufacturing  expenses,  operating  efficiencies and improved productivity as a
result of equipment  improvements  and upgrades at several  facilities in recent
years.  The  Company  expects raw  material  costs to continue a trend of higher
purchase  prices that began in the second  quarter of fiscal 2002.  Raw material
prices have  increased as a result of slightly  improving  economic  conditions,
idled  domestic  steel  producing  capacity and the  reduction in foreign  steel
imports resulting from the Section 201 trade tariffs.  Should raw material costs
increase significantly and not be offset by corresponding price increases, gross
margins could be negatively impacted.  In general,  production cost efficiencies
and product mix  improvements  may positively  impact gross margins and somewhat
offset rising raw material costs.

Selling,  general  and  administrative  costs  for the third  quarter  increased
approximately  1.2% from the comparable  quarter of fiscal 2001. As a percentage
of sales  these costs  declined to 5.9% for the third  quarter of fiscal 2002 as
compared  to 6.8% for the third  quarter of fiscal  2001.  Selling,  general and
administrative  expenses increased 4% from the comparable nine months ended June
30,  2001 and as a  percentage  of sales  remained  constant  for the first nine
months of both  fiscal  2002 and 2001 at 6.6%.  The  year-to-date  increase  was
primarily  attributable  to the write-off of unamortized  loan costs relating to
two  industrial  revenue bonds issued in Maryland and Missouri that were retired





                                       11
<PAGE>

before their scheduled maturity. Steel Technologies continues to actively manage
the level at which selling,  general and  administrative  costs are added to its
cost structure.

The  Company's  share of  income  (loss)  of its joint  venture  operations  was
$443,000 and $1,326,000,  respectively  for the third quarter and nine months of
fiscal 2002 compared to $285,000 and  ($7,129,000),  respectively  for the third
quarter and nine months  ended June 30,  2001.  The results in 2001  include the
Company's  share of  approximately  $7.5  million  of asset  impairment  charges
recorded  during the second fiscal quarter of 2001 relating to its joint venture
operations.

Net interest expense for the third quarter of fiscal 2002 was $680,000  compared
to $1,514,000 for the third quarter of fiscal 2001. Net interest expense for the
first nine months of fiscal 2002 was $3,532,000 compared to $5,233,000 for first
nine  months of fiscal  2001.  The  decrease  is  primarily  the result of lower
average  borrowings,  slightly lower interest rates during the first nine months
of fiscal 2002 as compared to fiscal 2001 and foreign currency gains recorded in
2002 for its Mexican  subsidiary as a result of the  weakening  peso relative to
the dollar.

The  Company's  effective  income  tax rate was  approximately  38.0%  and 37.9%
respectively  for the third  quarter and nine months of fiscal 2002  compared to
38.9% and 41.1% for the comparable  periods of fiscal 2001,  excluding the asset
impairment  charges  recorded in equity in net income  (loss) of joint  ventures
during  the  second  quarter  of  fiscal  2001.  The  year to date  decrease  is
attributable to a higher  percentage of overall  earnings from the Mi-Tech joint
venture,  which are not fully taxable to the Company,  and a lower percentage of
overall  earnings in 2002 from items not deductible  for tax purposes  including
goodwill amortization.

Liquidity and Capital Resources
-------------------------------

As of June 30, 2002,  Steel  Technologies  had  $72,033,000 of working  capital,
maintained a current ratio of 2.0:1 and had total debt at 39% of capitalization.
The Company continues to manage the levels of accounts  receivable,  inventories
and other  working  capital  items in  relation  to the  trends in sales and the
overall  market.  For  the  first  nine  months  of  fiscal  2002,  net  income,
depreciation  and working capital  management  contributed to the $28,926,000 of
cash provided by operations  compared to $26,869,0000  for the nine months ended
June 30, 2001.

Capital   expenditures  for  the  first  nine  months  of  fiscal  2002  totaled
approximately  $5,631,000.  The major  expenditures  were for  various  capacity
expansion projects.  Steel Technologies  continues to expand production capacity
and  processing  facilities to serve the growing needs of customers.  For fiscal
2002,  the capital  additions  to all  facilities  are  expected to  approximate
$10,000,000.

Steel Technologies  maintains an equity investment of approximately  $18,244,000
in its 90%-owned  Mexican  subsidiary.  Additional  investments in the Company's
Mexican operations, if required, would be financed with available funds from the
Company's bank line of credit.



                                       12
<PAGE>

The translation of the financial  statements of the Company's Mexican subsidiary
from local  currencies  to the U.S.  dollar  subjects  the  Company to  exposure
relating to  fluctuating  exchange  rates.  However,  this exposure is mitigated
somewhat by a large  percentage of transactions  denominated in the U.S. dollar.
Management  does not consider its exposure to exchange rate risks to be material
and considers the Mexican peso a relatively  stable  currency.  The Company does
not typically manage its related foreign currency exchange rate risk through the
use of financial  instruments.  Foreign currency transaction gains were $412,000
and   $284,000   during  the  first  three  and  nine  months  of  fiscal  2002,
respectively,  compared to  transaction  losses of $52,000 and $9,000 during the
first three and nine months of fiscal 2001, respectively.

Pursuant  to a  joint  venture  agreement,  Steel  Technologies  has  guaranteed
$8,250,000 of the bank financing  required for the working  capital  purposes of
Mi-Tech.  As of June 30, 2002,  there was $3,000,000  outstanding on this credit
facility  which  matured on June 30, 2002 and was  extended to October 15, 2002.
Management expects to refinance Mi-Tech's existing line of credit facility prior
to October 15, 2002.

The  Company  maintains  a 50% equity  investment  in  Mi-Tech  and a 49% equity
investment in Ferrolux Metals Co., LLC.  Additional equity  contributions to the
Company's joint venture operations are not expected for the foreseeable  future,
but, if required, would be financed with available funds from the Company's bank
line of credit.

The Company has a $125,000,000  line of credit agreement  expiring on August 31,
2004,  with various  variable  options on the interest  rate,  none of which are
greater than the bank's prime.  During the first nine months of fiscal 2002, the
Company borrowed  $18,000,000 and repaid  $34,168,000 in debt from its operating
cash flows. At June 30, 2002,  there was  $62,000,000  outstanding on the credit
facility.

Cash flows from operations and available borrowing  capabilities are expected to
be  sufficient to finance the capital  expenditure  plans as well as the working
capital needs for fiscal 2002.  Operating cash flows are somewhat  influenced by
cyclicality  of demand  in the  steel  industry,  especially  in the  automotive
market.

The Company has  approximately  $17,120,000  outstanding at June 30, 2002 on the
ten-year  note  which  requires  annual  principal   payments  of  approximately
$5,700,000  through March 2005.  Any  additional  funds will be used for growth,
including strategic acquisitions,  investment in joint ventures, construction of
new plant  capacity,  and investment in production and processing  capabilities.
The form of such financing may vary  depending  upon the  prevailing  market and
related  conditions,  and may  include  short  or  long-term  borrowings  or the
issuance of debt or equity securities.



                                       13
<PAGE>

Provisions  contained  in the  Company's  various  debt  agreements  require the
Company to maintain  specified levels of net worth,  maintain certain  financial
ratios and limit the addition of substantial  debt. The Company's line of credit
agreement  and private  placement  note contain  cross-default  provisions  with
respect to the line of credit agreement and private  placement note. The Company
is in compliance  with all covenants and none of these  covenants would restrict
the completion of currently planned capital expenditures.

In June 2002,  the  Company  entered  into a contract  to  purchase  electricity
through June 2005 to meet its needs for its Canton,  Michigan facility.  At this
time,  the Company  has no other  known  material  obligations,  commitments  or
demands that must be met beyond the next twelve months.

On January 22, 1998,  the Board of  Directors  approved a plan under which Steel
Technologies  may  repurchase up to 500,000 shares of its common stock from time
to time at  prevailing  prices in open  market  transactions,  subject to market
conditions,  share price and other  considerations.  Subsequently,  the Board of
Directors  authorized  repurchase of an additional 1,000,000 shares on September
30, 1998 and another  additional  1,000,000 shares on April 30, 2000 for a total
of 2,500,000 shares.  During fiscal year 2002, the Company  repurchased  677,000
shares at an aggregate cost of $6,592,000. The Company has completed the program
with  2,500,000   shares  of  common  stock   repurchased   from  inception  for
$21,795,000.

Steel Technologies believes all manufacturing  facilities are in compliance with
applicable  federal  and state  environmental  regulations.  The  Company is not
presently aware of any fact or circumstance, which would require the expenditure
of material amounts for environmental compliance.

Certain Transactions
--------------------

The Company has recorded  sales of $1,334,000  and  $3,098,000  during the third
quarter and first nine months of fiscal 2002, respectively, for products sold to
a company  owned by certain  officers and  directors of the Company  compared to
sales of  $1,018,000  and  $2,556,000  during the third  quarter  and first nine
months of fiscal 2001, respectively. The Company believes these transactions are
in the best  interests  of the  Company  and the terms and  conditions  of these
transactions  are in the aggregate not materially  more favorable or unfavorable
to the Company than would be obtained on an arm's length basis from unaffiliated
parties. See also information contained under "Certain Transactions" included on
page 13 in the Company's 2002 Proxy Statement.



                                       14

<PAGE>

Recently Issued Accounting Pronouncements

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial   Accounting   Standards   No.  141  (SFAS  No.  141),   "Business
Combinations," which provides that all business combinations should be accounted
for using the purchase  method of accounting  and  establishes  criteria for the
initial  recognition  and  measurement of goodwill and other  intangible  assets
recorded in connection with a business  combination.  The provisions of SFAS No.
141 apply to all business  combinations  initiated  or completed  after June 30,
2001.  The  Company  will  apply the  provisions  of SFAS No.  141 to any future
business combinations.

In addition, the FASB issued Statement of Financial Accounting Standards No. 142
(SFAS No. 142),  "Goodwill and Other Intangible  Assets," which  establishes the
accounting for goodwill and other intangible assets following their recognition.
SFAS No.  142  applies  to all  goodwill  and other  intangible  assets  whether
acquired singly, as part of a group, or in a business combination.  SFAS No. 142
provides  that  goodwill  should  not be  amortized  but  should be  tested  for
impairment annually using a fair-value based approach. In addition, SFAS No. 142
provides that other  intangible  assets other than goodwill  should be amortized
over their useful lives and reviewed for impairment in accordance with Statement
of Financial  Accounting  Standards No. 121 (SFAS No. 121),  "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

SFAS No. 142 is effective  for the Company  beginning  on October 1, 2002.  Upon
adoption, the Company will be required to perform a transitional impairment test
under  SFAS No.  142 for all  goodwill  recorded  as of  October  1,  2002.  Any
impairment loss recorded as a result of completing the  transitional  impairment
test will be  treated as a change in  accounting  principle.  Management  of the
Company is currently  analyzing  the impact of SFAS No. 142 and cannot  estimate
the impact of the adoption of SFAS No. 142 as of October 1, 2002 at this time.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No.
144).  SFAS  No.  144  addresses  financial  accounting  and  reporting  for the
impairment or disposal of long-lived  assets and supercedes SFAS No. 121 and the
accounting and reporting  provisions of Accounting  Principles Board Opinion No.
30, "Reporting the Results of Operations, Reporting the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions,"  for the  disposal  of a segment  of a  business  (as
previously  defined  in that  Opinion).  SFAS  No.  121 also  amends  Accounting
Research Bulletin No. 51, "Consolidated  Financial Statements," to eliminate the
exception to  consolidation  for a subsidiary  for which control is likely to be
temporary.  The  objectives  of SFAS No. 144 are to address  significant  issues
relating  to the  implementation  of  SFAS  No.  121  and to  develop  a  single
accounting  model,  based on the  framework  established  in SFAS No.  121,  for
long-lived assets to be disposed of by sale, whether previously held and used or
newly acquired.  Management of the Company is currently  analyzing the impact of
SFAS No. 144 and cannot  estimate  the impact of the adoption of SFAS No. 144 as
of October 1, 2002 at this time.


                                       15

<PAGE>


       Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material  change  during the first nine months  ended June 30,
2002 from the  disclosures  about market risk provided in the  Company's  Annual
Report on Form 10-K for the year ended September 30, 2001.


                                       16

<PAGE>


SIGNATURE

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.



STEEL TECHNOLOGIES INC.
            (Registrant)







  By  /s/
      -------------------------------
              Joseph P. Bellino
            Chief Financial Officer
           (Principal Financial and
           Chief Accounting Officer)


Dated July 29, 2002


                                      17