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 December 31, 2003

                                       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____

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes X No____

Indicate the number of shares  outstanding  of each of the  Issuer's  classes of
common stock as of the latest practical date.

There were 9,804,043 shares  outstanding of the Registrant's  common stock as of
January 31, 2004.


<PAGE>





                             STEEL TECHNOLOGIES INC.

                                      INDEX



                                                                     Page Number
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets
        December 31, 2003 and September 30, 2003 ..........................  3

        Condensed Consolidated Statements of Income and
        Comprehensive Income Three Months Ended
        December 31, 2003 and 2002 ........................................  4

        Condensed Consolidated Statements of Cash Flows Three Months
        Ended December 31, 2003 and 2002 ..................................  5

        Notes to Condensed Consolidated Financial Statements .............. 6-9

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations .............................................10-17

Item 3. Quantitative and Qualitative Disclosures About Market
        Risk .............................................................. 18

Item 4. Controls and Procedures ........................................... 18

PART II.OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders................ 18

Item 6. Exhibits and Reports on Form 8-K................................... 19

Signature ................................................................. 19

Exhibit 31.1  Certification  of Chief  Executive  Officer  Pursuant to Title 18,
     United States Code,  Section 1350 as adopted pursuant to Section 302 of the
     Sarbanes-Oxley  Act of 2002

Exhibit 31.2  Certification  of Chief  Financial  Officer  Pursuant to Title 18,
     United States Code,  Section 1350 as adopted pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

Exhibit 32.1  Certification  of Chief  Executive  Officer  Pursuant to Title 18,
     United States Code,  Section 1350 as adopted pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002

Exhibit 32.2  Certification  of Chief  Financial  Officer  Pursuant to Title 18,
     United States Code,  Section 1350 as adopted pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002

<PAGE>

                         Part I. - FINANCIAL INFORMATION
                          Item 1. Financial Statements

                             STEEL TECHNOLOGIES INC.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(In thousands)                                       December 31    September 30
(Unaudited)                                              2003            2003
--------------------------------------------------------------------------------
 <S>                                                   <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................      $   2,823       $   2,758
   Trade accounts receivable, net ..............         69,012          74,595
   Inventories .................................         86,217          84,301
   Deferred income taxes .......................          1,225           1,198
   Prepaid expenses and other assets ...........          3,370           4,628
                                                      ---------       ---------
      Total current assets .....................        162,647         167,480

Property, plant and equipment, net .............        108,144         106,615
Investments in and advances to unconsolidated
   affiliates ..................................         20,101          19,604
Goodwill .......................................         18,148          18,148
Other assets ...................................          1,449           1,328
                                                      ---------       ---------
                                                      $ 310,489       $ 313,175
                                                      =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................      $  47,489       $  49,609
   Accrued liabilities .........................          9,217          10,353
   Income taxes payable ........................            337             -
   Long-term debt due within one year ..........          5,720           5,720
                                                      ---------       ---------
      Total current liabilities ................         62,763          65,682

Long-term debt .................................         94,680          94,680
Deferred income taxes ..........................         14,176          14,872
                                                      ---------       ---------
      Total liabilities ........................        171,619         175,234
                                                      ---------       ---------
Commitments and contingencies

 Shareholders' equity:
   Preferred stock, no par value: 500,000 shares
    authorized; none issued or outstanding.....            -               -
   Common stock, no par value: 50,000,000 shares
    authorized; issued and outstanding shares:
    9,795,865 at December 31, 2003 and
    9,765,409 at September 30, 2003.............         20,747          20,371
   Treasury stock at cost:  2,589,016 shares at
    December 31, 2003 and 2,573,953 at September
    30, 2003....................................        (23,415)        (23,169)
   Additional paid-in capital ..................          5,098           5,098
   Retained earnings ...........................        142,492         141,073
   Accumulated other comprehensive loss ........         (6,052)         (5,432)
                                                      ---------       ---------
     Total shareholders' equity ................        138,870         137,941
                                                      ---------       ---------
                                                      $ 310,489       $ 313,175
                                                      =========       =========
</TABLE>


The  accompanying  notes  are  an  integral  part of the condensed consolidated
financial statements.
                                       3
<PAGE>

                             STEEL TECHNOLOGIES INC.
                   Condensed Consolidated Statements of Income
<TABLE>
<CAPTION>
(In thousands, except per share results)                     Three Months Ended
(Unaudited)                                                      December 31
--------------------------------------------------------------------------------
                                                             2002          2001
                                                           ---------------------

<S>                                                        <C>          <C>
Sales ................................................     $130,789    $126,009
Cost of goods sold ...................................      120,012     112,239
                                                           --------    --------
     Gross profit ....................................       10,777      13,770

Selling, general and administrative expenses .........        6,665       7,132
Equity in net income of unconsolidated affiliates ....          482         325
                                                           --------    --------
  Operating income ...................................        4,594       6,963

Interest expense, net ................................          963       1,202
Loss on disposals/writeoffs of property, plant
   and equipment......................................          -           115
                                                           --------    --------
   Income before income taxes ........................        3,631       5,646

Provision for income taxes ...........................        1,233       1,856
                                                           --------    --------
   Net income ........................................     $  2,398    $  3,790
                                                           ========    ========
Weighted average number of common
   shares outstanding-diluted ........................        9,977       9,962
                                                           ========    ========
Diluted earnings per common share ....................     $   0.24    $   0.38
                                                           ========    ========
Weighted average number of common
   shares outstanding-basic ..........................        9,780       9,706
                                                           ========    ========
Basic earnings per common share ......................     $   0.25    $   0.39
                                                           ========    ========
Cash dividends per common share ......................     $   0.10    $   0.10
                                                           ========    ========
</TABLE>


            Condensed Consolidated Statements of Comprehensive Income
<TABLE>
<CAPTION>

(In thousands)                                              Three Months Ended
(Unaudited)                                                     December 31
--------------------------------------------------------------------------------
                                                             2003         2002
                                                           ---------------------
<S>                                                        <C>          <C>
Net income ...........................................     $ 2,398      $ 3,790
   Foreign currency translation adjustment............        (701)        (431)
   Change in unrealized loss on cash flow
      hedges, net of taxes ...........................          81           66
                                                           --------     --------
Comprehensive income .................................     $ 1,778      $ 3,425
                                                           ========     ========
</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)                                             Three months ended
(Unaudited)                                                    December 31
--------------------------------------------------------------------------------
                                                             2003       2002
                                                           ---------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .........................................   $  2,398    $  3,790
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation ...................................      3,579       3,404
       Deferred income taxes ..........................       (671)        (72)
       Equity in net income of unconsolidated
        affiliates ....................................       (482)       (325)
       Loss on disposals/writeoffs of property,
        plant and equipment ...........................        -           115
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................      5,195       8,438
             Inventories ..............................     (2,231)    (29,385)
             Prepaids expenses and other assets .......        598         (19)
             Accounts payable .........................     (1,939)    (12,906)
             Accrued liabilities and income taxes .....        (80)        377
                                                          --------    --------
Net cash provided by (used in) operating activities ...      6,367     (26,583)
                                                          --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........     (5,373)     (1,802)
   Proceeds from sale of property, plant and equipment         -           292
                                                          --------    --------
Net cash used in investing activities .................     (5,373)     (1,510)
                                                          --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt .......................      1,000      29,500
   Principal payments on long-term debt ...............     (1,000)        (15)
   Cash dividends on common stock .....................       (979)       (972)
   Repurchase of common stock .........................       (246)       (781)
   Net issuance of common stock under stock
     option plans......................................        376       1,077
                                                          --------    --------
Net cash (used in) provided by financing activities ...       (849)     28,809
                                                          --------    --------
Effect of exchange rate changes on cash ...............        (80)        (35)
                                                          --------    --------
Net increase in cash and cash equivalents .............         65         681
Cash and cash equivalents, beginning of year ..........      2,758       2,127
                                                          --------    --------
Cash and cash equivalents, end of period ..............   $  2,823    $  2,808
                                                          ========    ========
Supplemental Cash Flow Disclosures:
Cash payment for interest .............................   $    971    $  1,123
                                                          ========    ========
Cash payment for income taxes .........................   $    484    $  1,400
                                                          ========    ========
</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  December  31,  2003 and the
condensed  consolidated  statements of income and  comprehensive  income for the
three months ended December 31, 2003 and 2002, and condensed  consolidated  cash
flows for the three months ended  December 31, 2003 and 2002 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 December 31,
2003 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, 2003.  The results of operations for the three months ended
December 31, 2003 are not  necessarily  indicative of the operating  results for
the full year.


2.  ACQUISITION

On March 7, 2003 the Company  completed the purchase of certain assets from Cold
Metal Products,  Inc. (Cold Metal  Products) as approved by the U.S.  Bankruptcy
Court in Youngstown,  Ohio. The acquisition has been recorded under the purchase
method of accounting, with the operating results being included in the Company's
condensed consolidated  financial statements since the date of acquisition.  The
following  unaudited  pro forma  consolidated  results of  operations  have been
prepared as if the acquisition of the assets of Cold Metal Products had occurred
at the beginning of the corresponding period.



<table>
<caption>

                                                Three Months Ended
(In thousands except per share data)                December 31
(Unaudited)                                             2002
-------------------------------------------       ---------------

                                                <c>
Sales                                              $  133,367
Net income                                         $    3,777
Diluted net income per share                       $     0.38
Basic net income per share                         $     0.39

</table>

This  unaudited pro forma  information is presented for  informational  purposes
only and is not necessarily indicative of future operating results.

                                       6
<page>

3.  INVENTORIES:

<TABLE>
<CAPTION>
Inventory consists of:


(In thousands)                                       December 31   September 30
(Unaudited))                                             2003          2003
-------------------------------------------------------------------------------
<S>                                                 <C>           <C>
Raw materials ....................................   $   55,607   $   58,204
Finished goods and work in process ...............       30,610       26,097
                                                     ----------   ----------
                                                     $   86,217   $   84,301
                                                     ==========   ==========
</TABLE>


4.  STOCK OPTIONS

At December 31, 2003, the Company had stock-based  compensation  plans which are
described more fully in Note 13 of Notes to Consolidated Financial Statements in
our Annual Report on Form 10-K for the fiscal year ended  September 30, 2003. As
permitted  by  Statement  of  Financial  Accounting  Standards  (SFAS)  No.  123
"Accounting  for  Stock-Based   Compensation"  and  amended  by  SFAS  No.  148,
"Accounting  for  Stock-Based   Compensation-Transition  and  Disclosure,",  the
Company  follows the provisions of Accounting  Principles  Board Opinion No. 25,
"Accounting  for Stock  Issued to  Employees,"  and related  Interpretations  in
accounting  for its stock option plans under the  intrinsic  value based method.
Accordingly,  no stock-based  compensation expense has been recognized for stock
options issued under the plans as all stock options  granted under the plans had
an exercise  price equal to the market value of the  underlying  common stock on
the date of grant.  Had  compensation  expense been determined based on the fair
value of the stock options at the grant date  consistent  with the provisions of
SFAS No.  123,  the  Company's  net income and basic and  diluted net income per
share would have been increased for the three months ended December 31, 2003 and
2002 to the pro forma amounts which follow (in thousands except per share data).



<table>
<caption>
                                                      Three Months Ended
                                                           December 31
(In thousands except per share data)              ------------------------------
(Unaudited)                                            2003           2002
--------------------------------------------------------------------------------

                                                 <c>              <c>
Net income - as reported                            $ 2,398          $ 3,790
Total stock-based employee compensation
     expense determined under fair value
     method for all awards, net of taxes                 86               38
                                                    -------          -------
Net income - pro forma                              $ 2,312          $ 3,752
                                                    =======          =======

Diluted net income per share - as reported            $0.24            $0.38
Diluted net income per share - pro forma              $0.23            $0.38
Basic net income per share - as reported              $0.25            $0.39
Basic net income per share - pro forma                $0.24            $0.39

</table>


                                       7
<PAGE>



5.  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)                        December 31
--------------------------------------------------------------------------------
                                                             2003        2002
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $   2,398   $   3,790
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................       9,780       9,706
    Plus: dilutive effect of stock options ............         197         256
                                                          ---------   ---------
           Diluted weighted average shares ............   $   9,977   $   9,962
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................       9,780       9,706
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    0.24   $    0.38
                                                          =========   =========
    Basic .............................................   $    0.25   $    0.39
                                                          =========   =========
</TABLE>
All  outstanding  options  are  included  in  the  diluted  earnings  per  share
calculation above for the three months ended December 31, 2003 and 2002.


6.  RELATED PARTIES

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

<TABLE>
<CAPTION>
                                                          Three Months Ended
        (Unaudited)                                          December 31
        -----------------------------------------------------------------------
                                                       2003             2002
                                                    -----------     -----------
        <S>                                         <C>             <C>
        Sales                                       $41,796,000     $32,014,000
        Gross Profit                                  2,800,000       2,348,000
        Net Income                                      792,000         500,000
</TABLE>

                                        8
<page>

The Company has various  transactions with Mi-Tech Steel.  Included in operating
income  of  the  Company  are  management  fees,   Decatur   operating   expense
reimbursement  and equity in the net income of Mi-Tech Steel  totaling  $615,000
and $424,000 for the quarters  ended  December 31, 2003 and 2002,  respectively.
The Company's equity in undistributed net income of Mi-Tech Steel was $6,817,000
and $5,881,000 at December 31, 2003 and 2002, respectively.

The Company has recorded  sales of $2,699,000  and  $1,489,000  during the first
quarters of fiscal  2004 and 2003,  respectively,  and  accounts  receivable  of
$1,592,000  and  $872,000  as of  December  31,  2003 and  September  30,  2003,
respectively,  for scrap  products  sold to a company  owned by an  officer  and
director of the Company. 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" in the Company's 2004
Proxy Statement.


7.  IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board issued  Interpretation
No. 46,  "Consolidation of Variable Interest Entities,  an interpretation of ARB
51" (FIN 46). The primary  objectives  of FIN 46 are to provide  guidance on the
identification  of entities for which  control is achieved  through  means other
than  through  voting right  (variable  interest  entities,  or VIEs) and how to
determine when and which business  enterprise  should  consolidate  the VIE (the
primary  beneficiary).  The  provisions  of FIN 46,  as  amended  by FASB  Staff
Position 46-6, "Effective Date of FIN 46" and FIN 46R, are effective immediately
for VIEs  created  after  January  31, 2003 and no later than March 31, 2004 for
VIEs created before February 1, 2003. In addition, FIN 46 requires that both the
primary  beneficiary  and all  other  enterprises  with a  significant  variable
interest make  additional  disclosure in filings  issued after January 31, 2003.
The Company has determined that it does not have any variable  interest entities
and the  adoption of FIN 46 does not have an impact on our  financial  position,
results of operations or cash flows.


                                       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, competitive  factors such as pricing and availability of steel;  cyclicality
of demand in the steel  industry,  specifically  in the automotive  market;  our
ability to make and integrate  acquisitions;  our inability to obtain sufficient
capital  resources  to fund our  operations  and our  growth;  risk of  business
interruptions affecting automotive manufacturers; and reliance on key customers.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date hereof.  We undertake no obligation
to republish  revised  forward-looking  statements to reflect the  occurrence of
unanticipated events or circumstances after the date hereof.  Unless the context
otherwise  requires,  references  to "we," "us" or "our" refer  collectively  to
Steel Technologies Inc. and its subsidiaries.

Application of Critical Accounting Policies
-------------------------------------------

Our  consolidated  financial  statements  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,
we monitor and evaluate our estimates and assumptions.

A summary of  significant  accounting  policies used in the  preparation  of the
consolidated   financial  statements  are  described  in  Note  1  of  Notes  to
Consolidated  Financial  Statements  in our  Annual  Report on Form 10-K for the
fiscal year ended September 30, 2003.

Our  most  critical  accounting  policies  include  the  valuation  of  accounts
receivable,  which impacts selling,  general and administrative  expense and the
assessment  of  recoverability  of goodwill and  long-lived  assets.  Management
reviews the estimates, including, but not limited to, the allowance for doubtful
accounts on a regular basis based on historical experiences,  current conditions
and future expectations. The reviews are performed regularly and adjustments are
made as required by currently available information.  We believe these estimates
are reasonable, but actual results could differ from these estimates.

                                       10
<PAGE>
     Allowance for Doubtful Accounts Receivable
     ------------------------------------------

     Our accounts  receivable  represent those amounts which have been billed to
     our customers but not yet collected.  An allowance for doubtful accounts is
     maintained  for  estimated  losses  resulting  from  the  inability  of our
     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 our customers were to deteriorate,  resulting in an impairment
     of the ability to make payments, additional allowances may be required.

     Impairment of Long-Lived Assets and Goodwill
     --------------------------------------------

     Long-lived  assets with  estimated  useful lives are  depreciated  to their
     residual values over those useful lives in proportion to the economic value
     consumed.  We  review  the  carrying  value of our  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  discounted 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  discounted  cash flows value is  required.
     Future changes in  circumstances,  cash flow estimates and fair value could
     affect the valuations.

     Goodwill is reviewed annually, or sooner if indicators of impairment exist,
     for  impairment  using the present value  technique to determine  estimated
     fair  value of  goodwill  associated  with each  reporting  entity.  If the
     goodwill is indicated as being  impaired  (the present  value of cash flows
     (fair value) of the reporting unit is less than the carrying  amount),  the
     fair value of the reporting  unit would then be allocated to our assets and
     liabilities in a manner similar to a purchase price  allocation in order to
     determine  the implied  fair value of the  reporting  unit  goodwill.  This
     implied fair value of the reporting  unit  goodwill  would then be compared
     with the carrying  amount of the  reporting  unit  goodwill and, if it were
     less, we would then recognize an impairment loss.

     Considerable  management  judgment is  necessary to assess  impairment  and
     estimate fair value.  The  projection of future cash flows for the goodwill
     impairment  analysis  requires  significant  judgment  and  estimates  with
     respect to future  revenues  related  to the  assets  and the  future  cash
     outlays related to those  revenues.  Actual revenues and related cash flows
     or changes in  anticipated  revenues and related cash flows could result in
     changes  in  this  assessment  and  result  in an  impairment  charge.  The
     assumptions used in our evaluations,  such as forecasted growth rates, cost
     of capital, tax rates and residual values, are consistent with our internal
     projections  and  operating  plans.  The  use  of  different   assumptions,
     including  cash flows and discount  rates,  could  increase or decrease the
     related impairment charge.


                                      11
<PAGE>

Overview
--------

Steel  Technologies  Inc. is one of the largest  independent  flat-rolled  steel
processors  in North  America.  Our North  American  platform of 21  facilities,
including our  unconsolidated  affiliates,  is  strategically  positioned in the
steel producing and consuming  markets  throughout the United States and Mexico.
We utilize the most advanced  equipment to produce  high-quality  steel products
and  specialize  in meeting exact  specifications  for customers in a variety of
industries and end use markets.

Through  our  geographic  diversity,  broad  capabilities  and strong  marketing
efforts,  we have been successful in achieving  meaningful market growth. In the
first quarter of fiscal 2004,  our tons sold on a direct basis of 250,000 was an
increase  of  7.5%  over  the  same  quarter  in  fiscal  2003.   We  anticipate
approximately  15% to 20% volume  growth year over year in the  upcoming  second
fiscal quarter through  continued market growth with large national accounts and
an improving economy. Our largest unconsolidated affiliate,  Mi-Tech Steel, Inc.
(Mi-Tech  Steel),  experienced 30% growth in revenue in the first fiscal quarter
of 2004 and we expect to see similar  growth in the upcoming  second  quarter as
Mi-Tech Steel is well  positioned  with their network of facilities to grow with
transplant automotive and other domestic customers.

The gross profit margin was 8.2% in the first quarter of fiscal 2004 compared to
10.9% in the first  quarter of fiscal  2003.  Our gross  profit  margin has been
negatively  impacted by higher priced  inventory.  In December  2003,  the steel
tariffs were  eliminated  which may have had the effect of reducing  supply from
importers.   However,   a  weaker  U.S.   dollar  and  domestic  steel  industry
consolidation  have reduced  availability of steel inventory in the U.S. We must
maintain  substantial  inventories  in order to provide our customers with short
lead times and just-in-time delivery.

Recently,  our steel suppliers have been significantly  impacted by the shortage
of raw  materials  resulting in  unprecedented  increases  affecting the cost to
steel  producers on scrap,  coke,  iron ore and energy.  As a result,  the North
American steel producers have implemented  temporary raw material  surcharges to
offset these costs until  conditions  subside.  We are  currently  incurring raw
material price increases and surcharges from our suppliers. We intend to pass on
these price  increases  and  surcharges to our  customers.  To the extent we are
unable to pass on these price increases and surcharges, the profitability of our
business could be adversely affected.

We remain  diligent  and  focused  on our  supplier  relations  and in  securing
material  to  support  our  customer  requirements.  Although  we expect  supply
conditions to remain tight throughout the upcoming quarter,  we have aligned our
business  with the most  viable  North  American  producer  base and  expect  to
maintain adequate supply to support our valued customers and projected growth.



                                       12
<PAGE>
    Financial Highlights (in thousands except per share data and percentages)
    -------------------------------------------------------------------------

<table>
<caption>


                                  For the Three Months Ended December 31
                                         2003              2002
                                   ---------------  ------------------
                                            % of              % of         %
(Unaudited)                        Actual   Sales    Actual   Sales      Change
--------------------------------- -------- -------  -------- --------- --------

                              <c>       <c>      <c>       <c>         <c>
Sales                            $130,789  100.0%   $126,009  100.0%       4%
Gross profit                       10,777    8.2      13,770   10.9      (22)
Selling, general and
   administrative expenses          6,665    5.1       7,132    5.7       (7)
Equity in net income of
   unconsolidated affiliates          482    0.4         325    0.3       48
Operating income                    4,594    3.5       6,963    5.5      (34)
Interest expense, net                 963    0.7       1,202    1.0      (20)
Net income                          2,398    1.8       3,790    3.0      (37)
Diluted earnings per common share   $0.24              $0.38             (37)
Cash dividends per common share     $0.10              $0.10              --

Other data
----------
Days sales outstanding              47.5                53.3             (11)
Inventory turnover                   5.5                 5.3               4
Return on equity (annualized)        6.9%               11.0%            (37)

</table>


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

First Quarter Fiscal 2004 Compared to Fiscal 2003
-------------------------------------------------

     Sales
     -----

     We posted net sales of  $130,789,000  for the fiscal quarter ended December
     31,  2003,  an  increase  of 4% from  sales of  $126,009,000  for the first
     quarter  ended  December 31,  2002.  Tons  shipped of  Company-owned  steel
     products in the first quarter of fiscal 2004 increased  approximately  7.5%
     to 250,000  tons  compared  to the first  quarter of fiscal  2003 while the
     average   selling  price  of   Company-owned   steel   products   decreased
     approximately  4% for the first  quarter of fiscal  2003 as compared to the
     previous year.

     Gross profit
     ------------

     Gross profit  declined 22% to  $10,777,000  in the first  quarter of fiscal
     2004 from $13,770,000 in the first quarter of fiscal 2003. The gross profit
     margin was 8.2% in the first  quarter of fiscal  2004  compared to 10.9% in
     the first quarter of fiscal 2003.  During the first quarter of fiscal 2004,
     we recorded an  approximately  $279,000  reduction in health  insurance and
     workers'  compensation  accruals attributable to more favorable trends than
     previously estimated.
                                       13
<PAGE>


     We expect  average raw material  costs in fiscal 2004 to exceed average raw
     material  costs in fiscal 2003 as a result of shortages and in light of the
     raw material surcharges implemented by our suppliers. We anticipate passing
     through the  corresponding  raw  material  surcharges  to our  customers to
     mitigate the impact of the  surcharges on our gross profit  margin.  To the
     extent we are unable to pass on future price  increases,  our gross margins
     could be negatively impacted.

     We may offset rising  material costs and positively  impact gross profit by
     achieving production cost efficiencies and product mix improvements.

     Selling, general and administrative expenses
     --------------------------------------------

     Selling,  general and administrative costs were $6,665,000 or 5.1% of sales
     for the first  quarter ended  December 31, 2003,  compared to $7,132,000 or
     5.7% of sales for the first  quarter  ended  December  31,  2002.  Selling,
     general  and  administrative  costs for the first  fiscal  quarter  of 2003
     included a reduction of property tax expenses of approximately  $385,000 as
     a result of receiving an  assessment  at amounts  significantly  lower than
     estimated.  We  continue  to  actively  manage the level at which  selling,
     general and administrative expenses are added to our cost structure.

     Equity in net income of unconsolidated affiliates
     -------------------------------------------------

     Our share of the income of our unconsolidated  affiliates  increased by 48%
     to $482,000  for the first  quarter of fiscal 2004  compared to $325,000 in
     2003.

     Our largest unconsolidated affiliate,  Mi-Tech Steel, experienced 30% sales
     growth  during the quarter.  The  continued  ramping up of the Nissan Motor
     Co., Ltd.'s new Canton,  Mississippi  operation  contributed  positively to
     Mi-Tech Steel's earnings.  Mi-Tech Steel's newest facility located near the
     Nissan Mississippi  operation has begun a $4,000,000 follow-on expansion to
     handle automotive exposed processing to service Nissan and other businesses
     in the southern region of the U.S.

     Interest expense
     ----------------

     Net  interest  expense for the first  quarter of fiscal 2004  decreased  to
     $963,000 from $1,202,000 for the first quarter of fiscal 2003. The decrease
     is primarily  attributable  to lower  interest  rates on variable rate debt
     during the current quarter as compared to last year.


                                       14

<PAGE>

     Income tax expense
     ------------------

     Our  effective  income  tax  rate  was   approximately   34.0%  and  32.9%,
     respectively,  for the first quarters of fiscal 2004 and 2003. The increase
     is  attributable  primarily  to a  non-recurring  state  income tax benefit
     recorded  during the quarter  ended  December  31,  2002.  We estimate  our
     effective income tax rate will be approximately 35% for fiscal 2004.


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

As of December 31, 2003, we had  $99,884,000  of working  capital,  maintained a
current ratio of 2.59:1 and had total debt at 42% of capitalization.  Generally,
in periods of economic  expansion  and increased  demand for our  products,  our
working  capital  requirements  increase.  Conversely,  in periods  of  economic
contraction   and  reduced  demand  for  our  products,   our  working   capital
requirements  decrease. We endeavor to manage the levels of accounts receivable,
inventories  and other  working  capital  items in relation to the  increase and
decrease in demand for our products.

During the first  quarter of fiscal  2004,  cash  provided  by  operations  were
$6,365,000   primarily  from  net  income  and  depreciation.   Improvements  in
collections  helped us increase operating cash flows, but this was offset by our
additional cash requirements of increasing inventory and improving payment terms
to our suppliers.  As a result,  it was not necessary for us to increase our net
borrowings during the quarter.

Capital  expenditures  for  the  first  three  months  of  fiscal  2004  totaled
approximately  $5,373,000.  The major  expenditures  were for  various  capacity
improvement  projects.  We continue to expand production capacity and processing
facilities to serve the growing needs of customers. For fiscal 2004, the capital
additions to all facilities are expected to approximate $14,000,000.

We maintain an equity  investment of approximately  $18,244,000 in our 90%-owned
Mexican  subsidiary.  Additional  investments  in  our  Mexican  operations,  if
required, would be financed with available funds from our bank line of credit.

The translation of the financial statements of our Mexican subsidiary from local
currencies to the U.S.  dollar  subjects us 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.  We do not consider
our exposure to exchange rate risks to be material and consider the Mexican peso
a relatively  stable  currency.  We do not typically  manage our related foreign
currency  exchange rate risk through the use of financial  instruments.  Foreign
currency  transaction  gains included in sales were $120,000 and $113,000 during
the first three months of fiscal 2004 and 2003, respectively.


                                       15
<PAGE>


We maintain a 50% equity investment in Mi-Tech Steel and a 49% equity investment
in Ferrolux Metals Co., LLC. Additional equity contributions to these affiliated
companies are not required.

We have a $151,000,000 unsecured line of credit agreement expiring on August 31,
2005,  with various  variable  options on the interest  rate,  none of which are
greater than the bank's prime rate. At December 31, 2003,  there was $89,000,000
outstanding  on the credit  facility.  During the first quarter  fiscal 2004, we
borrowed $1,000,000 and repaid $1,000,000 on our line of credit facility.

We have $11,400,000  outstanding at December 31, 2003 on the ten-year note which
requires annual  principal  payments of approximately  $5,700,000  through March
2005.  We  intend  to make the  required  principal  payment  in  March  2004 by
borrowing on our

We intend to make the required  principal  payment in March 2004 by borrowing on
our line of credit and, at current  interest rates,  will reduce annual interest
expense by approximately $300,000.

Provisions  contained in our debt  agreements  require us to maintain  specified
levels of net worth, maintain certain financial ratios and limit the addition of
substantial  debt.  Our line of credit  agreement  and  private  placement  note
contain  cross-default  provisions with respect to the line of credit  agreement
and private placement note. We are in compliance with all of our loan covenants,
and none of these covenants  would restrict the completion of currently  planned
capital expenditures or acquisitions.

Cash Requirements, Contractual Obligations and Contingencies
------------------------------------------------------------

Our  liquidity  needs  are  met  primarily  by our  cash  flows  from  operating
activities  and our line of credit  facility.  We  anticipate  borrowing  on our
existing line of credit facility to support our continued growth and to meet our
working  capital  needs.  Cash flows from  operations  and  available  borrowing
capabilities  are  expected  to meet  our  needs  throughout  fiscal  2004.  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.
Operating  cash flows are somewhat  influenced by  cyclicality  of demand in the
steel industry, especially in the automotive market.

On January 20, 2004, we filed a  registration  statement with the Securities and
Exchange  Commission  relating to a proposed public offering of 2,700,000 shares
of our common  stock.  We will issue and sell  2,500,000  shares and the selling
shareholders  named in the registration  statement will sell 200,000 shares.  We
will not  receive  any  portion of the  proceeds  from the sales by the  selling
shareholders.  We have agreed to grant the underwriters an option to purchase up
to  15% of the  total  number  of  shares  to be  sold  by us  and  the  selling
shareholders in this offering to cover over-allotments. We intend to use the net
proceeds of the  offering to support our  current  growth,  provide  capital for
possible future strategic acquisitions and for general corporate purposes.


                                      16
<PAGE>


Until the funds are needed for such purposes, we will use the proceeds to reduce
the amount of  indebtedness  under our private  placement notes and bank line of
credit.

We have entered into operating leases and agreements to purchase  electricity to
meet  the  needs  of  our  facilities.   These   obligations  have  not  changed
significantly  from those  disclosed  in our Annual  Report on Form 10-K for the
year ended September 30, 2003.

At this time, we have no other known material  off-balance  sheet  arrangements,
contractual obligations,  contingent liabilities or commitments that must be met
beyond the next twelve months.

We believe  all  manufacturing  facilities  are in  compliance  with  applicable
federal and state environmental  regulations.  We are not presently aware of any
fact or  circumstance,  which would require the expenditure of material  amounts
for environmental compliance.

Related Party Transactions
--------------------------

We have various  transactions  with Mi-Tech  Steel as well as sales to a company
owned by an officer and director of Steel  Technologies (see Note 6 of our Notes
to Condensed Consolidated Financial Statements).

Recently Issued Accounting Pronouncements
-----------------------------------------

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest  Entities,  an interpretation of ARB 51" (FIN 46). The primary
objectives of FIN 46 are to provide guidance on the  identification  of entities
for which  control is achieved  through  means other than  through  voting right
(variable  interest  entities,  or VIEs)  and how to  determine  when and  which
business  enterprise should consolidate the VIE (the primary  beneficiary).  The
provisions of FIN 46, as amended by FASB Staff Position 46-6, "Effective Date of
FIN 46" and FIN 46R, are  effective  immediately  for VIEs created after January
31, 2003 and no later than March 31, 2004 for VIEs  created  before  February 1,
2003.  In addition,  FIN 46 requires that both the primary  beneficiary  and all
other   enterprises  with  a  significant   variable  interest  make  additional
disclosure in filings issued after January 31, 2003. We have  determined that we
do not have any variable  interest  entities and the adoption of FIN 46 does not
have an impact on our financial position, results of operations or cash flows.


                                       17

<page>


       Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material  change during the first three months ended  December
31, 2003 from the disclosures about market risk provided in our Annual Report on
Form 10-K for the year ended September 30, 2003.

                         Item 4. Controls and Procedures

Management,  including  the our Chief  Executive  Officer  and  Chief  Financial
Officer,  evaluated  the  effectiveness  of the design and  operation of the our
disclosure controls and procedures as of the end of the first quarter covered by
this  Quarterly  Report on Form  10-Q.  Based  upon that  evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the disclosure
controls  and  procedures  are  effective  to ensure that  material  information
required to be disclosed  in the reports we file or submit under the  Securities
Exchange Act of 1934 is made known to us by others within our company, including
our consolidated subsidiaries,  particularly during the period for which reports
of our  company,  including  this  Quarterly  Report  on Form  10-Q,  are  being
prepared.  There were no significant  changes in the our internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation or any  corrective  actions with regard to significant
deficiencies or material weaknesses.

                        Part II - Other Information

           Item 4. Submission of Matters to a Vote of Security Holders

The annual  meeting of  shareholders  was held on January 22,  2004.  The matter
voted upon at the meeting was the  election of three  directors  for  three-year
terms.

The number of votes cast for,  against or withheld  with respect to each nominee
for  director  elected at the  meeting  were as follows:



Nominee               Votes For         Votes Against     Votes Withheld
-------               ---------         -------------     --------------

Michael J. Carroll    7,834,816               0              1,541,748
William E. Hellmann   7,809,816               0              1,566,748
Stuart N. Ray         7,829,710               0              1,546,854



                                       18

<page>

                    Item 6. Exhibits and Reports on Form 8-K

Exhibits filed with this report are attached hereto.

On October 27,  2003,  we  furnished a current  report on Form 8-K under Item 9,
pursuant to Item 12,  concerning the issuance of the press release reporting its
financial  results for the fourth  quarter and fiscal year ended  September  30,
2003.

On January 13,  2004,  we  furnished a current  report on Form 8-K under Item 9,
pursuant to Item 12,  concerning the issuance of the press release reporting its
financial results for the first quarter ended December 31, 2003.

On January 20,  2004,  we  furnished a current  report on Form 8-K under Item 9,
pursuant to Item 12,  concerning the issuance of the press release reporting its
financial  results for the first quarter ended  December 31, 2003 and the filing
of a registration of a public offering of common stock.

On January 26, 2004, we filed a current  report on Form 8-K under Items 5 and 7,
to file the earnings  announcement  for the quarter ended  December 31, 2003 and
the announcement of the public offering of common stock in two separate parts.




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




Dated February 5, 2004

                                       19

<PAGE>
                                  EXHIBIT 31.1
                CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bradford T. Ray, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Steel  Technologies
     Inc. for the fiscal quarter ending December 31, 2003;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          first fiscal  quarter that has materially  affected,  or is reasonably
          likely to materially  affect,  the registrant's  internal control over
          financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date: February 5, 2004

/s/ Bradford. T. Ray
--------------------
Bradford T. Ray
Chief Executive Officer


<PAGE>

                                  EXHIBIT 31.2
                CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph P. Bellino, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Steel  Technologies
     Inc. for the fiscal quarter ending December 31, 2003;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          first fiscal  quarter that has materially  affected,  or is reasonably
          likely to materially  affect,  the registrant's  internal control over
          financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: February 5, 2004

/s/ Joseph P. Bellino
---------------------
Joseph P. Bellino
Chief Financial Officer


<page>

                                  EXHIBIT 32.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
             PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Title 18, United States Code,  Section 1350, as adopted  pursuant to
Section  906 of the  Sarbanes-Oxley  Act of 2002,  I,  Bradford  T.  Ray,  Chief
Executive Officer of Steel Technologies Inc., (the Company) certify, to the best
of my knowledge, based upon a review of the Quarterly Report on Form 10-Q of the
Company for the quarter ended December 31, 2003:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

                                                      /s/ Bradford T. Ray
                                                      -------------------
                                                      Bradford T. Ray
                                                      Chief Executive Officer
                                                      Date: February 5, 2004

<page>
                                  EXHIBIT 32.1


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
             PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Title 18, United States Code,  Section 1350, as adopted  pursuant to
Section  906 of the  Sarbanes-Oxley  Act of 2002,  I,  Bradford  T.  Ray,  Chief
Executive Officer of Steel Technologies Inc., (the Company) certify, to the best
of my knowledge, based upon a review of the Quarterly Report on Form 10-Q of the
Company for the quarter ended December 31, 2003:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

                                                      /s/ Joseph P. Bellino
                                                      ---------------------
                                                      Joseph P. Bellino
                                                      Chief Financial Officer
                                                      Date: February 5, 2004