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 March 31, 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 9,553,085 shares  outstanding of the Registrant's  common stock as of
April 30, 2002.



                                       1
<PAGE>





                             STEEL TECHNOLOGIES INC.

                                      INDEX



                                                                     Page Number
PART I.     FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets March 31, 2002
        (Unaudited) and September 30, 2001 (Audited) .................    3

        Condensed Consolidated Statements of Operations and Comprehensive
        Income (Loss) Three Months and Six Months Ended March 31, 2002
        and 2001 (Unaudited) .........................................    4

        Condensed Consolidated Statements of Cash Flows
        Six Months Ended March 31, 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 .........................................................   15

SIGNATURE ............................................................   16


                                       2
<PAGE>


                     Part I. - FINANCIAL INFORMATION
                      Item 1. Financial Statements

                         STEEL TECHNOLOGIES INC.
                  Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                      March 31      September 30
                                                        2002            2001
                                                     -----------    ------------
(In thousands)                                       (Unaudited)      (Audited)
--------------------------------------------------------------------------------
<S>                                                   <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................      $   2,940       $   3,380
   Trade accounts receivable, net ..............         68,121          64,632
   Inventories .................................         63,178          66,951
   Deferred income taxes .......................          3,214           2,998
   Prepaid expenses and other assets ...........          1,271           1,364
                                                      ---------       ---------
      Total current assets .....................        138,724         139,325

Property, plant and equipment, net .............        108,168         112,405
Investments in corporate joint ventures ........         16,011          15,127
Goodwill, net of amortization ..................         18,514          18,879
Other assets ...................................          1,379           1,922
                                                      ---------       ---------
                                                      $ 282,796       $ 287,658
                                                      =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................      $  44,791       $  43,088
   Accrued liabilities .........................          8,930           8,073
   Income taxes payable ........................          1,111           1,349
   Long-term debt due within one year ..........          5,897           6,283
                                                      ---------       ---------
      Total current liabilities ................         60,729          58,793

Long-term debt .................................         84,412          89,110
Deferred income taxes ..........................         14,958          14,437
Other long term liabilities ....................           --               333
                                                      ---------       ---------
      Total liabilities ........................        160,099         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:
     9,551,367 in 2002 and 10,216,949 in 2001...         17,420          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 ...........................        123,555         119,652
   Accumulated other comprehensive loss ........         (1,392)         (1,721)
                                                      ---------       ---------
     Total shareholders' equity ................        122,697         124,985
                                                      ---------       ---------
                                                      $ 282,796       $ 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     Six Months Ended
except per share data, unaudited)          March 31              March 31
--------------------------------------------------------------------------------
                                        2002       2001       2002       2001
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>        <C>
Sales ................................ $114,508   $108,692   $216,664  $221,555
Cost of goods sold ...................  101,388     96,315    192,061   197,710
                                       --------   --------   --------  --------
      Gross profit ...................   13,120     12,377     24,603    23,845

Selling, general and
   administrative expenses ...........    7,889      7,276     15,041    14,251
Equity in net income (loss) of
   unconsolidated corporate joint
   ventures (including impairment
   charge of $7.5 million in 2001) ...      530     (7,648)       883    (7,414)
                                       --------   --------   --------   --------
   Operating income (loss) ...........    5,761     (2,547)    10,445     2,180

Interest expense, net ................    1,195      1,831      2,852     3,719
                                       --------   --------   --------   --------
   Income (loss) before income taxes .    4,566     (4,378)     7,593    (1,539)

Provision for income taxes ...........    1,714        978      2,877     2,035
                                       --------   --------   --------   --------
    Net income (loss) ................ $  2,852   $ (5,356)  $  4,716   $(3,574)
                                       --------   --------   --------   --------
Diluted weighted average number of
   common shares outstanding .........    9,804     10,230     10,026    10,310
                                       ========   ========   ========   ========

Diluted earnings (loss) per common
   share ............................. $   0.29   $ (0.52)   $   0.47   $ (0.35)
                                       ========   ========   ========   ========

Basic weighted average number of
   common shares outstanding .........    9,715     10,230      9,944    10,310
                                       ========   ========   ========   ========

Basic earnings per common share ...... $   0.29   $ (0.52)   $   0.47   $ (0.35)
                                       ========   ========   ========   ========

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

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

(In thousands)                        Three Months Ended     Six Months Ended
(Unaudited)                                March 31              March 31
---------------------------------------------------------------------------------
                                        2002       2001       2002       2001
                                      -------------------------------------------
<S>                                   <C>        <C>        <C>         <C>
Net income (loss) .................... $  2,852   $ (5,356)  $  4,716   $(3,574)
  Foreign currency translation
        adjustment ...................      456       (612)       194    (1,026)
  Change in unrealized loss on cash
        flow hedges, net of taxes ....      152       --          135      --
                                       --------   ---------   --------  --------
Comprehensive income (loss) .......... $  3,460   $ (5,968)   $ 5,045   $(4,600)
                                       ========   =========   ========  ========
</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)                                               Six Months Ended
(Unaudited)                                                       March 31
--------------------------------------------------------------------------------
                                                             2002       2001
                                                           ---------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss) ..................................   $  4,716    $ (3,574)
   Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
       Depreciation ...................................      7,266       7,201
       Amortization ...................................        367         366
       Deferred income taxes ..........................        204          64
       Equity in net loss (income) of unconsolidated
         corporate joint venture ......................       (883)      7,414
       (Gain) loss on sale of assets ..................       (256)       (203)
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................     (3,407)       (363)
             Inventories ..............................      3,835       4,565
             Prepaid expenses and other assets ........        460        (120)
             Accounts payable .........................      1,673       2,454
             Accrued liabilities and income taxes .....        578       1,581
                                                          ---------   ---------
Net cash provided by operating activities .............     14,553      19,385
                                                          ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........     (3,568)     (5,719)
   Proceeds from sale of property, plant and equipment         793         658
                                                          ---------   ---------
Net cash used in investing activities .................     (2,775)     (5,061)
                                                          ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt .......................     18,000       4,000
   Principal payments on long-term debt ...............    (23,084)    (18,972)
   Cash dividends on common stock .....................       (813)       (624)
   Repurchase of common stock .........................     (6,549)     (1,330)
   Net issuance of common stock .......................         31          30
   Other ..............................................        175         175
                                                          ---------   ---------
Net cash used in by financing activities ..............    (12,240)    (16,721)
                                                          ---------   ---------
Effect of exchange rate changes on cash ...............         22         (29)
                                                          ---------   ---------
Net (decrease) increase in cash and cash equivalents ..       (440)     (2,426)
Cash and cash equivalents, beginning of year ..........      3,380       4,469
                                                          ---------   ---------
Cash and cash equivalents, end of period ..............   $  2,940    $  2,043
                                                          =========   =========
Supplemental Cash Flow Disclosures:
  Cash payment for interest ...........................   $  2,942    $  4,151
  Cash payment for income taxes .......................   $  2,389    $  2,331

</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 March 31, 2002 and the condensed
consolidated  statements of operations and  comprehensive  income (loss) for the
three and six months ended March 31, 2002 and 2001,  and condensed  consolidated
cash flows for the six months  ended March 31, 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 March 31, 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 six months ended
March 31, 2002 are not necessarily  indicative of the operating  results for the
full year.

2.  INVENTORIES:

<TABLE>
<CAPTION>
Inventory consists of:
                                                       March 31    September 30
                                                         2002          2001
                                                     -----------   ------------
(In thousands)                                        Unaudited       Audited
-------------------------------------------------------------------------------
<S>                                                 <C>               <C>
Raw materials ....................................   $   45,425   $   47,159
Finished goods and work in process ...............       17,753       19,792
                                                     ----------   ----------
                                                     $   63,178   $   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)                       March 31
-----------------------------------------------------------------------------
                                                            2002      2001
                                                          -------------------
<S>                                                       <C>       <C>
Net income (loss) ....................................... $ 2,852   $(5,356)
                                                          -------   --------
Shares (denominator) used for
  diluted per share computations:
    Weighted average shares of common stock outstanding .   9,715    10,230
    Plus: dilutive effect of stock options ..............      89       --
                                                          -------   --------
       Diluted weighted average shares                      9,804    10,230
                                                          -------   --------
Shares (denominator) used for
  basic per share computations:
    Weighted average shares of common stock outstanding .   9,715    10,230
                                                          -------   --------

Net income (loss) per share data:
    Diluted ............................................. $ 0.29    $(0.52)
                                                          =======   =======

    Basic ............................................... $ 0.29    $(0.52)
                                                          =======   =======
</TABLE>
<TABLE>
<CAPTION>
                                                           Six Months Ended
(In thousands, except per share results)                       March 31
-----------------------------------------------------------------------------
                                                            2002      2001
                                                          -------------------
<S>                                                       <C>       <C>
Net income (loss) ....................................... $ 4,716   $(3,574)
                                                          -------   --------
Shares (denominator) used for
  diluted per share computations:
    Weighted average shares of common stock outstanding .   9,944    10,310
    Plus: dilutive effect of stock options ..............      82       --
                                                          -------   --------
       Diluted weighted average shares                     10,026    10,310
                                                          -------   --------
Shares (denominator) used for
  basic per share computations:
    Weighted average shares of common stock outstanding .   9,944    10,310
                                                          -------   --------

Net income (loss) per share data:
    Diluted ............................................. $ 0.47    $(0.35)
                                                          =======   =======

    Basic ............................................... $ 0.47    $(0.35)
                                                          =======   =======

</TABLE>

Options to  purchase  427,000  shares at March 31, 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  791,500  shares at March 31, 2001 were excluded from the  calculations
above because they were antidilulitve.


                                      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            Six Months Ended
     (Unaudited)                  March 31                     March 31
     -----------------      ---------------------      -----------------------
                              2002         2001          2002           2001
                              ----         ----          ----           ----

     Sales                  $37,287      $34,133       $69,833        $71,590
     Net Income (Loss)          894      (13,158)        1,600        (12,724)

During  the second  quarter  and first six months of fiscal  2002,  the  Company
recorded sales of $922,000 and $1,764,000,  respectively, for products sold to a
company owned by certain officers and directors of the Company compared to sales
of $815,000 and  $1,538,000,  respectively,  during the second quarter and first
six 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.

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


                                      8
<PAGE>

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:

     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
     required, the estimated future

                                       10
<PAGE>

     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 sales of  $114,508,000  for the second quarter ended
March 31,  2002,  an  increase of 5% from sales of  $108,692,000  for the second
quarter ended March 31, 2001.  Tons shipped of  Company-owned  steel products in
the second  quarter of fiscal 2002 increased  approximately  15% compared to the
second quarter of fiscal 2001 while the average  selling price of  Company-owned
steel products for the second quarter  fiscal 2001 decreased  approximately  10%
from the previous year.

Sales for the six months ended March 31, 2002  decreased  by 2% to  $216,664,000
compared to  $221,555,000  for the six months ended March 31, 2001. Tons shipped
in the first six months of fiscal  2002  increased  7% compared to the first six
months of fiscal 2001.  Average selling prices of steel for the first six months
of fiscal 2002 decreased approximately 9% 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 11.5% in the first  quarter of fiscal 2002 compared
to 11.4% in the first quarter of fiscal 2001. For the first six months of fiscal
2002 and 2001,  the gross profit margin was 11.4% and 10.8%,  respectively.  The
Company expects raw material costs to increase  significantly  during the second
half of fiscal 2002 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 second  quarter  increased
approximately 8.4% from the comparable quarter of fiscal 2001. Selling,  general
and  administrative  expenses as a percentage  of sales were 6.9% for the second
quarter of fiscal  2002 as  compared  to 6.7% for the  second  quarter of fiscal
2001. Selling, general and administrative expenses as a percentage of sales were
6.9% for the first half of fiscal 2002 as compared to 6.4% for the first half of
fiscal  2001.  The  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 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.


                                       11
<PAGE>

The Company's  share of income of its joint venture  operations was $530,000 and
$883,000,  respectively  for the second  quarter  and six months of fiscal  2002
compared to a loss of $7.6 million and $7.4 million, respectively for the second
quarter and six months  ended March 31,  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  second  quarter of fiscal  2002 was  $1,195,000
compared to  $1,831,000  for the second  quarter of fiscal  2001.  Net  interest
expense  for the first six  months of fiscal  2002 was  $2,852,000  compared  to
$3,719,000  for first six months of fiscal 2001.  The decrease is primarily  the
result of lower average  borrowings and slightly lower interest rates during the
first half fiscal 2002 as compared to fiscal 2001.

Excluding the asset  impairment  charges included in equity in net income (loss)
of joint  ventures  during the second quarter of fiscal 2001 and its related tax
effect,  the Company's  effective  income tax rate was  approximately  37.5% and
37.9% respectively for the second quarter and six months of fiscal 2002 compared
to 47.8% and 42.7% for the  comparable  periods of fiscal 2001.  The 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 March 31, 2002,  Steel  Technologies  had $77,995,000 of working  capital,
maintained a current ratio of 2.3:1 and had total debt at 42% 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 six  months of fiscal  2002,  lower  inventories
contributed significantly to the $14,553,000 of cash provided by operations.

Capital   expenditures   for  the  first  six  months  of  fiscal  2002  totaled
approximately  $3,568,000.  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  $18,845,000
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.

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


                                       12
<PAGE>

rate risk through the use of financial instruments. Foreign currency transaction
losses incurred during the first half of fiscal 2002 were $129,000.

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 March 31, 2002, there was $4,000,000  outstanding on this credit
facility  which  matures on June 30,  2002.  Mi-Tech  expects to  refinance  its
existing line of credit facility prior to its maturity.

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 six months of fiscal 2002,  the
Company borrowed  $18,000,000 and repaid  $23,084,000 in debt from its operating
cash flows. At March 31, 2002,  there was $73,000,000  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.

At this time,  the Company has no known  material  obligations,  commitments  or
demands  that must be met beyond the next twelve  months other than the ten-year
private placement note. The Company has approximately $17,120,000 outstanding at
March 31, 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.

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.



                                       13
<PAGE>

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 $922,000  and  $1,764,000  during the second
quarter and first six months of fiscal 2002, respectively,  for products sold to
a company  owned by certain  officers and  directors of the Company  compared to
sales of $815,000 and $1,538,000  during the second quarter and first six 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.

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."


                                       14

<PAGE>

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.


       Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material  change  during the first six months  ended March 31,
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.


                                       15

<PAGE>


SIGNATURES

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



STEEL TECHNOLOGIES INC.
            (Registrant)







  By  _____________________________
              Joseph P. Bellino
            Chief Financial Officer
           (Principal Financial and
           Chief Accounting Officer)


Dated May 13, 2002


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