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, 2004

                                       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 12,747,081 shares outstanding of the Registrant's  common stock as of
April 30, 2004.


<PAGE>





                             STEEL TECHNOLOGIES INC.

                                      INDEX



                                                                     Page Number
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets
        March 31, 2004 and September 30, 2003 .............................  3

        Condensed Consolidated Statements of Income and
        Comprehensive Income Three and Six Months Ended
        March 31, 2004 and 2003 ...........................................  4

        Condensed Consolidated Statements of Cash Flows Six Months
        Ended March 31, 2004 and 2003 .....................................  5

        Notes to Condensed Consolidated Financial Statements .............. 6-10

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations .............................................11-21

Item 3. Quantitative and Qualitative Disclosures About Market
        Risk .............................................................. 22

Item 4. Controls and Procedures ........................................... 22

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K................................... 22

Signature ................................................................. 23

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)                                         March 31     September 30
(Unaudited)                                              2004            2003
--------------------------------------------------------------------------------
 <S>                                                   <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................      $   3,738       $   2,758
   Trade accounts receivable, net ..............        105,957          74,595
   Inventories .................................        119,039          84,301
   Deferred income taxes .......................          1,178           1,198
   Prepaid expenses and other assets ...........          2,637           4,628
                                                      ---------       ---------
      Total current assets .....................        232,549         167,480

Property, plant and equipment, net .............        107,714         106,615
Investments in and advances to unconsolidated
   affiliates ..................................         20,806          19,604
Goodwill .......................................         18,148          18,148
Other assets ...................................          1,457           1,328
                                                      ---------       ---------
                                                      $ 380,674       $ 313,175
                                                      =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................      $  76,858       $  49,609
   Accrued liabilities .........................         13,372          10,353
   Income taxes payable ........................          2,864             -
   Long-term debt due within one year ..........          5,680           5,720
                                                      ---------       ---------
      Total current liabilities ................         98,774          65,682

Long-term debt .................................         73,000          94,680
Deferred income taxes ..........................         15,101          14,872
                                                      ---------       ---------
      Total liabilities ........................        186,875         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:
    12,722,467 at March 31, 2004 and
    9,765,409 at September 30, 2003.............         68,438          20,371
   Treasury stock at cost:  2,603,928 shares at
    March 31, 2004 and 2,573,953 at September
    30, 2003....................................        (23,689)        (23,169)
   Additional paid-in capital ..................          5,098           5,098
   Retained earnings ...........................        149,394         141,073
   Accumulated other comprehensive loss ........         (5,442)         (5,432)
                                                      ---------       ---------
     Total shareholders' equity ................        193,799         137,941
                                                      ---------       ---------
                                                      $ 380,674       $ 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>
(Amounts in thousands,                Three Months Ended     Six Months Ended
except per share data, unaudited)          March 31              March 31
--------------------------------------------------------------------------------
                                        2004       2003       2004       2003
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>        <C>
Sales ................................ $184,842   $130,140   $315,631  $256,149
Cost of goods sold ...................  165,266    118,979    285,278   231,218
                                       --------   --------   --------  --------
      Gross profit ...................   19,576     11,161     30,353    24,931

Selling, general and
   administrative expenses ...........    8,523      6,915     15,188    14,047
Equity in net income of unconsolidated
   affiliates ........................      687         85      1,169       410
                                       --------   --------   --------   --------
   Operating income ..................   11,740      4,331     16,334    11,294

Interest expense, net ................      998      1,346      1,961     2,548
Loss (gain) on disposals/writeoffs of
   property, plant and equipment .....       12       (217)        12      (102)
                                       --------   --------   --------   --------
   Income before income taxes ........   10,730      3,202     14,361     8,848

Provision for income taxes ...........    3,828      1,210      5,061     3,066
                                       --------   --------   --------   --------
    Net income ....................... $  6,902   $  1,992   $  9,300   $ 5,782
                                       --------   --------   --------   --------
Diluted weighted average number of
   common shares outstanding .........   10,098      9,889     10,037     9,925
                                       ========   ========   ========   ========

Diluted earnings per common share .... $   0.68   $   0.20   $   0.93   $  0.58
                                       ========   ========   ========   ========

Basic weighted average number of
   common shares outstanding .........    9,835      9,756      9,807     9,731
                                       ========   ========   ========   ========

Basic earnings per common share ...... $   0.70   $   0.20   $   0.95   $  0.59
                                       ========   ========   ========   ========

Cash dividends per common share ...... $    --    $    --    $   0.10   $  0.10
                                       ========   ========   ========   ========
</TABLE>

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

(In thousands)                        Three Months Ended     Six Months Ended
(Unaudited)                                March 31              March 31
--------------------------------------------------------------------------------
                                        2004       2003       2004       2003
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>         <C>
Net income ........................... $  6,902    $ 1,992   $  9,300   $ 5,782
  Foreign currency translation
        adjustment ...................      532     (1,876)      (169)   (2,307)
  Decrease in unrealized loss on cash
        flow hedges, net of taxes ....       78        113        159       179
                                       --------   ---------   --------  --------
Comprehensive income ................. $  7,512    $   229    $ 9,290   $ 3,654
                                       ========   =========   ========  ========
</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
--------------------------------------------------------------------------------
                                                             2004       2003
                                                           ---------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .........................................   $  9,300    $  5,782
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation ...................................      7,380       6,749
       Deferred income taxes ..........................        178         681
       Equity in net income of unconsolidated
        affiliates ....................................     (1,169)       (410)
       Loss (gain) on disposals/writeoffs of property,
        plant and equipment ...........................         12        (102)
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................    (31,445)        596
             Inventories ..............................    (34,816)     (1,139)
             Prepaids expenses and other assets .......      1,169      (1,706)
             Accounts payable .........................     27,314     (30,567)
             Accrued liabilities and income taxes .....      6,618      (2,170)
                                                          --------    --------
Net cash used in operating activities .................    (15,459)    (22,286)
                                                          --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........     (8,561)     (5,629)
   Proceeds from sale of property, plant and equipment         -           591
   Acquisition, net of cash acquired ..................        -        (9,853)
   Distribution from unconsolidated affiliate .........        -            45
                                                          --------    --------
Net cash used in investing activities .................     (8,561)    (14,846)
                                                          --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt .......................     32,000      52,500
   Principal payments on long-term debt ...............    (53,720)    (11,743)
   Cash dividends on common stock .....................       (979)       (972)
   Repurchase of common stock .........................       (520)     (1,079)
   Net proceeds from issuance of common stock .........     48,067       1,569
   Other ..............................................        175         175
                                                          --------    --------
Net cash provided by financing activities .............     25,023      40,450
                                                          --------    --------
Effect of exchange rate changes on cash ...............        (23)       (171)
                                                          --------    --------
Net increase in cash and cash equivalents .............        980       3,147
Cash and cash equivalents, beginning of year ..........      2,758       2,127
                                                          --------    --------
Cash and cash equivalents, end of period ..............   $  3,738    $  5,274
                                                          ========    ========
Supplemental Cash Flow Disclosures:
Cash payment for interest .............................   $  2,302    $  2,507
                                                          ========    ========
Cash payment for income taxes .........................   $  1,369    $  5,086
                                                          ========    ========
Supplemental Schedule of Noncash Investing and Financing
  Activities:

    Fair value of assets acquired ......................  $    -      $  9,913
    Liabilities assumed.................................       -            60
                                                          --------    --------
    Net cash paid.......................................  $    -      $  9,853
                                                          ========    ========
</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, 2004 and the condensed
consolidated statements of income and comprehensive income for the three and six
months ended March 31, 2004 and 2003, and condensed  consolidated cash flows for
the six  months  ended  March  31,  2004 and 2003 have  been  prepared  by Steel
Technologies Inc. (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, 2004 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 six months ended
March 31, 2004 are not necessarily  indicative of the operating  results for the
full year.

2.  STOCK OPTIONS

At March 31,  2004,  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 impacted as follows:

                                       6
<PAGE>

<TABLE>
<CAPTION>

(In thousands except per share data)        Three Months Ended  Six Months Ended
(Unaudited)                                      March 31           March 31
-------------------------------------------------------------------------------
                                               2004     2003     2004    2003
                                              ------   ------   ------  ------
<S>                                           <C>      <C>      <C>     <C>
Net income - as reported                      $6,902   $1,992   $9,300  $5,782
Total stock-based employee compensation
   expense determined under
   fair value method for all awards,
   net of taxes                                   82       25      168      63
                                              ------   ------   ------  ------
Net income - pro forma                        $6,820   $1,967   $9,132  $5,719
                                              ======   ======   ======  ======

Diluted net income per share - as reported    $ 0.68   $ 0.20   $ 0.93  $ 0.58
Diluted net income per share - pro forma      $ 0.68   $ 0.20   $ 0.92  $ 0.58
Basic net income per share - as reported      $ 0.70   $ 0.20   $ 0.95  $ 0.59
Basic net income per share - pro forma        $ 0.69   $ 0.20   $ 0.93  $ 0.59
</TABLE>


3. 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>


(In thousands except per share data)     Three Months Ended   Six Months Ended
(Unaudited)                                March 31, 2003      March 31, 2003
-----------------------------------      ------------------   ----------------

                                         <c>                <c>
Sales                                       $  134,446         $  267,813
Net income                                  $    1,893         $    5,669
Diluted net income per share                $     0.19         $     0.57
Basic net income per share                  $     0.19         $     0.58

</table>

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

                                       7
<page>

4.  INVENTORIES

<TABLE>
<CAPTION>
Inventory consists of:


(In thousands)                                         March 31   September 30
(Unaudited))                                             2004         2003
-------------------------------------------------------------------------------
<S>                                                 <C>           <C>
Raw materials ....................................   $   87,026   $   58,204
Finished goods and work in process ...............       32,013       26,097
                                                     ----------   ----------
                                                     $  119,039   $   84,301
                                                     ==========   ==========
</TABLE>


5.  COMMON STOCK

On March 31, 2004,  the Company  completed a public stock  offering of 2,905,000
shares of common stock at a price of $17.25.  The Company  realized net proceeds
of approximately $47.3 million from this offering.

6.  NET INCOME PER SHARE COMPUTATIONS

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


<TABLE>
<CAPTION>

(Amounts in thousands, except per share results)            Three Months Ended
(Unaudited)                                                      March 31
--------------------------------------------------------------------------------
                                                             2004        2003
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $   6,902   $   1,992
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................       9,835       9,756
    Plus: dilutive effect of stock options ............         263         133
                                                          ---------   ---------
           Diluted weighted average shares ............   $  10,098   $   9,889
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................       9,835       9,756
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    0.68   $    0.20
                                                          =========   =========
    Basic .............................................   $    0.70   $    0.20
                                                          =========   =========
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>

(Amounts in thousands, except per share results)             Six Months Ended
(Unaudited)                                                      March 31
--------------------------------------------------------------------------------
                                                             2004        2003
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $   9,300   $   5,782
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................       9,807       9,731
    Plus: dilutive effect of stock options ............         230         194
                                                          ---------   ---------
           Diluted weighted average shares ............   $  10,037   $   9,925
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................       9,807       9,731
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    0.93   $    0.58
                                                          =========   =========
    Basic .............................................   $    0.95   $    0.59
                                                          =========   =========
</TABLE>
All  outstanding  options  are  included  in  the  diluted  earnings  per  share
calculation above for the three and six months ended March 31, 2004 and 2003.


7.  RELATED PARTIES

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

<TABLE>
<CAPTION>
(In Thousands)          Three Months Ended            Six Months Ended
(Unaudited)                  March 31                     March 31
-----------------      ---------------------      -----------------------
                         2004         2003          2004           2003
                         ----         ----          ----           ----

                    <c>          <c>           <c>            <c>
Sales                  $49,317      $32,227       $91,113        $64,240
Gross profit             3,950        1,721         6,750          4,068
Net income               1,234           60         2,026            561
</TABLE>

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.  During the three
months and six months ended March 31, 2004, these transactions  totaled $606,000
and  $1,040,000,  respectively,  compared to $204,000 and $628,000 for the three
and six months  ended March 31,  2003,  respectively.  The  Company's  equity in
undistributed net income of Mi-Tech Steel was $7,434,000 and $5,911,000 at March
31, 2004 and 2003, respectively.

During  the second  quarter  and first six months of fiscal  2004,  the  Company
recorded sales of $4,866,000 and $7,565,000,  respectively, for products sold to
a company owned by an

                                        9
<page>

officer  and  director  of the  Company  compared  to  sales of  $1,591,000  and
$3,080,000,  respectively,  during  the second  quarter  and first six months of
fiscal 2003. Accounts receivable from the aforementioned  company was $3,524,000
and  $1,337,000 as of March 31, 2004 and September 30, 2003,  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" in the Company's 2004 Proxy Statement.


8.  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 VIEs and the  adoption of
FIN 46 does not have an impact on our financial position,  results of operations
or cash flows.


                                       10
<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.


                                       11
<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.


                                      12
<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 bring value to our customers  through  precision steel  processing as well as
supply chain management,  quality control and technical support.  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  including  automotive,  lawn and  garden,  appliance  and rail car
industries.

Through  our  geographic  diversity,  broad  capabilities  and strong  marketing
efforts,  we have been successful in achieving  meaningful  market growth,  both
with existing and new customers  across a wide range of end use markets.  In the
second  quarter of fiscal 2004,  our tons sold on a direct basis  increased  39%
over  the  same  quarter  of  fiscal  2003  to  334,000   tons.   We  anticipate
approximately  35% volume  growth year over year in the  upcoming  third  fiscal
quarter  through  continued  market  growth  with large  national  accounts  and
improving economic conditions.

Our largest  unconsolidated  affiliate,  Mi-Tech Steel,  Inc.  (Mi-Tech  Steel),
experienced  53% growth in revenue in the second quarter of fiscal 2004 compared
to the second quarter of fiscal 2003. We expect 40% growth in the upcoming third
quarter as Mi-Tech Steel is well  positioned with their network of facilities to
grow with transplant automotive and other domestic customers.

Our gross profit margin was 10.6% in the second  quarter of fiscal 2004 compared
to 8.6% in the second quarter of fiscal 2003.  Our gross profit margin  improved
somewhat from an escalating price  environment due to rising raw material costs.
This benefit to our earnings  will  reverse in  subsequent  quarters as the full
effect of raw material increases works through our inventory.

During the most  recent  fiscal  quarter,  our steel  suppliers  continue  to be
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  subject to raw  material  price  increases  and  surcharges  from our
suppliers. We intend to continue to pass on these price increases and surcharges
to our customers.  We anticipate  double-digit selling price increases year over
year in the  upcoming  third  fiscal  quarter.  To the  extent we are  unable to
continue to pass on these price increases and surcharges,  the  profitability of
our business could be adversely affected.

With reduced import levels,  a weaker U.S. dollar and improving demand we expect
our raw  material  costs to increase  throughout  our third fiscal  quarter.  We
remain diligent and focused on our supplier  relations and in securing  material
to support our customer


                                       13
<PAGE>

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.

In addition, we successfully  completed a secondary public stock offering during
our second fiscal quarter. We raised  approximately $47.3 million which was used
to reduce the debt  outstanding on our unsecured line of credit  facility.  This
will allow us the financial  flexibility  to continue to implement our strategic
growth initiatives, through additional investments in current operations, future
acquisitions and existing affiliates.



                              Financial Highlights
                              --------------------
        (in thousands except per share data, other data and percentages)
        ----------------------------------------------------------------

<table>
<caption>


                                   For the Three Months Ended March 31
                                         2004              2003
                                   ---------------  ------------------
                                            % of              % of         %
(Unaudited)                        Actual   Sales    Actual   Sales      Change
--------------------------------- -------- -------  -------- --------- --------

                              <c>       <c>      <c>       <c>         <c>
Sales                            $184,842  100.0%   $130,140  100.0%      42%
Gross profit                       19,576   10.6      11,161    8.6       75
Selling, general and
   administrative expenses          8,523    4.6       6,915    5.3       23
Equity in net income of
   unconsolidated affiliates          687    0.4          85     -       708
Operating income                   11,740    6.4       4,331    3.3      171
Interest expense, net                 998    0.5       1,346    1.0      (26)
Net income                          6,902    3.7       1,992    1.5      246
Diluted earnings per common share   $0.68              $0.20             240


Other data
----------
Average days sales outstanding      51.6                53.7              (4)
Inventory turnover                   5.6                 5.3               5
Return on equity (annualized)       14.2%                5.9%            141

</table>

                                       14
<PAGE>
<table>
<caption>


                                    For the Six Months Ended March 31
                                         2004              2003
                                   ---------------  ------------------
                                            % of              % of         %
(Unaudited)                        Actual   Sales    Actual   Sales      Change
--------------------------------- -------- -------  -------- --------- --------

                              <c>       <c>      <c>       <c>         <c>
Sales                            $315,631  100.0%   $256,149  100.0%      23%
Gross profit                       30,353    9.6      24,931    9.7       22
Selling, general and
   administrative expenses         15,188    4.8      14,047    5.5        8
Equity in net income of
   unconsolidated affiliates        1,169    0.4         410    0.2      185
Operating income                   16,334    5.2      11,294    4.4       45
Interest expense, net               1,961    0.6       2,548    1.0      (23)
Net income                          9,300    2.9       5,782    2.3       61
Diluted earnings per common share   $0.93              $0.58              60
Cash dividends per common share     $0.10              $0.10              --

</table>




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

     Sales
     -----

     We posted net sales of $184,842,000  for the fiscal quarter ended March 31,
     2004, an increase of 42% from sales of $130,140,000  for the fiscal quarter
     ended March 31, 2003. Tons shipped of  company-owned  steel products in the
     second quarter of fiscal 2004 increased  approximately  39% to 334,000 tons
     compared  to the  second  quarter of fiscal  2003 as a result of  continued
     market  growth  with  large   national   accounts  and  improved   economic
     conditions.  The average  selling  price of  company-owned  steel  products
     increased  approximately  3% for  the  second  quarter  of  fiscal  2004 as
     compared to the previous year.

     Sales  for  the  six  months  ended  March  31,  2004  increased  by 23% to
     $315,631,000  compared to  $256,149,000  for the six months ended March 31,
     2003.  Tons  shipped in the first six months of fiscal 2004  increased  24%
     compared to the first six months of fiscal 2003.  Average selling prices of
     steel for the first six months of fiscal  2004  remained  about the same as
     compared to the previous year.

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

     Our gross  profit  margin  was 10.6% in the second  quarter of fiscal  2004
     compared to 8.6% in the second  quarter of fiscal 2003.  Cost of goods sold
     increased 38.9% in the second quarter of fiscal 2004 compared to the second
     quarter of fiscal 2003. Cost of materials sold increased $41,253,000 in the
     second quarter of fiscal 2004 primarily on

                                       15
<PAGE>


     higher sales volume.  The  remaining  increase in cost of goods sold in the
     second  quarter of fiscal 2004 was $5,034,000 and was primarily a result of
     increased  labor costs and related fringe  benefits and increased  delivery
     costs due to higher sales volume.

     For the first six months of fiscal  2004 our gross  profit  margin was 9.6%
     compared  to 9.7% for the first six  months of fiscal  2003.  Cost of goods
     sold increased 23.4% in the first six months of fiscal 2004 compared to the
     first  six  months  of  fiscal  2003.  Cost  of  materials  sold  increased
     $47,116,000  primarily on higher sales volume.  The  remaining  increase in
     cost of goods sold for the six months  ended  March 31,  2004  compared  to
     March 31, 2003 of  $6,944,000  was  primarily a result of  increased  labor
     costs and related  fringe  benefits  and  increased  delivery  costs due to
     higher  sales  volume.  These  increases  were  offset by an  approximately
     $279,000 reduction in health insurance and workers'  compensation  accruals
     during the first  quarter of fiscal  2004  attributable  to more  favorable
     trends than previously estimated.

     Our  gross  profit  margin  improved  somewhat  from  an  escalating  price
     environment due to rising raw material costs.  This benefit to our earnings
     will  reverse in  subsequent  quarters as the full  effect of raw  material
     increases works through our inventory.

     We expect average raw material costs in the third quarter of fiscal 2004 to
     exceed average raw material costs in the second quarter of fiscal 2004 as a
     result of steel  supply  shortages  and raw  material  surcharges  that are
     currently being implemented by our suppliers. We intend to continue to pass
     on these price  increases  and  surcharges to our customers to mitigate the
     impact of the  surcharges on our gross profit  margin.  If we are unable to
     continue to pass through future price increases to our customers, our gross
     margins will decrease.

     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 $8,523,000 or 4.6% of sales
     for the second quarter ended March 31, 2004, compared to $6,915,000 or 5.3%
     for the second  quarter  ended March 31, 2003.  Higher sales volume and net
     income  levels   contributed  to  an  increase  in  selling,   general  and
     administrative expenses as a result of higher selling costs, an increase in
     bad debt  expense  and  increases  in company  wide  bonus  plan  expenses.
     Selling,  general and  administrative  cost reductions were achieved from a
     non-recurring  state payroll tax incentive credit in the amount of $355,000
     received during the second quarter of fiscal 2004.

     Selling,  general and  administrative  costs for the first six months ended
     March 31, 2004 were $15,188,000 or 4.8% of sales compared to $14,047,000 or
     5.5% of sales for the first six months ended March 31,  2003.  Higher sales
     volume and net income levels contributed to an increase in selling, general
     and  administrative  expenses  as a result  of  higher  selling  costs,  an
     increase in bad debt  expense and  increases  in company wide

                                       16
<PAGE>
     bonus plan expenses.  Selling,  general and administrative  cost reductions
     were achieved in the amount of $740,000 from a non-recurring  state payroll
     tax  incentive  and a  reduction  of property  tax  expenses 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  to
     $687,000 for the second quarter of fiscal 2004 compared to $85,000 in 2003.
     For  the six  months  ended  March  31,  2004  income  from  unconsolidated
     affiliates  was  $1,169,000  compared to $410,000  for the first six months
     ended March 31, 2003.

     Our largest unconsolidated affiliate,  Mi-Tech Steel, experienced 53% sales
     growth  during the second  quarter  and 42% sales  growth for the first six
     month of fiscal  2004.  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 second  quarter of fiscal 2004  decreased to
     $998,000  from  $1,346,000  for the  second  quarter  of fiscal  2003.  Net
     interest  expense  for the six months  ended March 31,  2004  decreased  to
     $1,961,000  compared to  $2,548,000  during the same period of fiscal 2003.
     The decrease is primarily  attributable to lower interest rates on variable
     rate debt  during the  current  period as  compared to the same period last
     year.

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

     Our  effective  income  tax  rate  was   approximately   35.7%  and  37.8%,
     respectively, for the second quarters of fiscal 2004 and 2003. The decrease
     is  attributable  to a  higher  percentage  of  overall  earnings  from our
     unconsolidated  affiliate,  Mi-Tech Steel,  joint venture during our second
     fiscal quarter of 2004,  which are not fully taxable to the Company,  and a
     lower percentage of expense items not deductible for tax purposes.

     For the first six months of fiscal 2004 and 2003 our  effective  income tax
     rate was  35.2% and  34.6%,  respectively.  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.

                                       17
<PAGE>

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

As of March 31,  2004,  we had  $133,775,000  of working  capital,  maintained a
current ratio of 2.4:1 and had total debt at 29% 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.

Average days sales  outstanding  to  customers  was 52 days as of March 31, 2004
compared to 54 as of March 31, 2003. We expect average days sales outstanding to
remain  at  52 days  during  the third  quarter  of fiscal  2004.  Average  days
inventory  was 65 days as of March 31, 2004  compared to 67 days as of March 31,
2003.  We expect  average  days  inventory  remain at  65 days  during the third
quarter of fiscal 2004.

Our average  payment days to suppliers was 42 days as of March 31, 2004 compared
to 26 days as of March 31, 2003. We expect average  payment days to suppliers to
decrease to 35 days during the third quarter of fiscal 2004.

During  the  first  six  months of fiscal  2004,  cash  used in  operations  was
$15,459,000  primarily  working  capital  related.  We  increased  inventory  by
$34,816,000 and accounts  receivable by $31,445,000 to support our sales growth,
which was partially  offset by an increase in accounts  payable of  $27,314,000.
This working capital  increase was financed  primarily from borrowings under our
bank line of credit.  In the third  quarter of fiscal  2004,  as we  continue to
expand our sales,  we expect to increase  inventory  and accounts  receivable to
support  our growth.  We expect to finance  our cash flow needs with  borrowings
under our line of credit agreement.

Capital   expenditures   for  the  first  six  months  of  fiscal  2004  totaled
approximately $8,561,000 primarily for various capacity improvement projects. We
continue to expand  production  capacity to serve the growing needs of customers
and invest in automation to improve  productivity  and make our operations  more
efficient. For fiscal 2004, the capital additions to all facilities are expected
to approximate $17,000,000.

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 credit facility.

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 $40,000 and $80,000 during the
first  three and six  months  of fiscal  2004,  respectively.  Foreign  currency
transaction  gains recorded during the first three and six months of fiscal 2003
were $503,000 and $616,000,

                                       18
<PAGE>


respectively,  reflecting a weaker average  exchange rate of the peso during the
first six months of fiscal 2003 relative to the U.S. dollar.

We maintain a 50% equity investment in Mi-Tech Steel and a 49% equity investment
in Ferrolux  Metals.  As part of our strategy to develop the  operations  of our
unconsolidated  affiliates,  we loaned Mi-Tech Steel $2,000,000 on September 30,
2003. The loan is  subordinate  to all existing  Mi-Tech Steel loans and matures
September 30, 2006. Interest is paid at maturity at a LIBOR based interest rate.

Additional  equity  contributions  to  our  unconsolidated  affiliates  are  not
required  and  we  do  not  guarantee  any  obligations  of  our  unconsolidated
affiliates.  While  distributions from Mi-Tech Steel are permitted if authorized
by Mi-Tech Steel's board of directors,  such distributions are restricted by one
of Mi-Tech Steel's loan agreements. Such restrictions limit distributions to 15%
of Mi-Tech  Steel's net income in any fiscal  year.  Distributions  from Mi-Tech
Steel are not, and are not expected to be, material sources of liquidity for us.
Mi-Tech  Steel's  liquidity  needs are met  primarily  by their  cash flows from
operating  activities  and  existing  line of credit  facility.  Cash flows from
operations  and available  borrowing  capabilities  are expected to meet Mi-Tech
Steel's future needs.

On March 31, 2004,  the Company  completed a public stock  offering of 2,905,000
shares of common stock at a price of $17.25.  The Company  realized net proceeds
of  approximately  $47.3  million from this  offering.  We intend to use the net
proceeds  of  the  offering  to  continue  to  implement  our  strategic  growth
initiatives,  through  additional  investments  in  current  operations,  future
acquisitions and existing affiliates. Pending such use, we used the net proceeds
to reduce borrowings under our line of credit facility.

Borrowings  and repayments  under our line of credit  agreement are initiated as
needed to fund our operating and investing  activities  described above.  During
the first six months of fiscal  2004,  we  borrowed  $32,000,000  to finance our
working capital needs and repaid $53,720,000 on our indebtedness.

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 March 31,  2004,  there was  $73,000,000
outstanding on the credit facility.

We have  $5,680,000  outstanding  at March 31, 2004 on the  ten-year  note which
requires the final principal  payment in March 2005. During our third quarter of
fiscal  2004,  we intend to prepay the final  principal  amount  and  expense an
approximate  $300,000  make-whole  payment.  We expect  to borrow  approximately
$6,000,000 on our line of credit to finalize this transaction.

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. Once our private placement note is retired the cross
default provisions will cease to exist. We are in compliance with all

                                       19
<PAGE>

of our loan covenants, and none of these covenants would restrict the completion
of currently planned capital expenditures.


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 future  needs.  Operating  cash flows are
somewhat  influenced by cyclicality of demand in the steel industry,  especially
in the  automotive  market.  Any  additional  funds  will  be used  for  growth,
including  strategic  acquisitions,  investment  in  unconsolidated  affiliates,
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.

We  expect to  extend  and  expand  our line of  credit  agreement  prior to its
maturity on August 31, 2005. We believe that, given our successful multiple year
renewals in 1998 and 2001 and the one-year  extension  of the  maturity  date in
fiscal  2003  to its  current  maturity,  we  will  obtain  this  extension  and
expansion. We continue to remain in compliance with all covenants, including our
leverage  ratios,  and all of our borrowings are unsecured.  In the event we are
unable to refinance our line of credit on a similar  basis,  we have  sufficient
working capital and fixed assets  available to obtain secured  financing to meet
our future needs.

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 and we sell scrap steel products
to a  company  owned  by  Stuart  N.  Ray,  an  officer  and  director  of Steel
Technologies  (see  Note 7 of our  Notes  to  Condensed  Consolidated  Financial
Statements).  The  price  that we  receive  for our  scrap  steel  is based on a
published  index price. We have no ongoing  contractual or other  commitments to
sell scrap  steel to Mr.  Ray's  company  and we can  discontinue  sales to this
company at any time. We bid our scrap steel business to potential  purchasers on
a regular basis.

                                       20
<PAGE>


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.




                                       21

<page>


       Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material  change  during the first six months  ended March 31,
2004 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 our Chief Executive Officer and Chief Financial  Officer,
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls  and  procedures  as of the end of the second  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 changes in our internal  control  over  financial  reporting  that
occurred  during our second fiscal quarter that has materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                           Part II - Other Information

                    Item 6. Exhibits and Reports on Form 8-K

Exhibits filed with this report are attached hereto.

On March 19,  2004,  we filed a current  report on Form 8-K under Items 5 and 7,
concerning  the issuance of a press release  announcing  our expected  financial
results for the second quarter ended March 31, 2004.

On April 19,  2004,  we  furnished  a current  report on Form 8-K under Item 12,
concerning the issuance of a press release  reporting our financial  results for
the second quarter ended March 31, 2004.


                                       22

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




Dated: May 12, 2004

                                       23

<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 March 31, 2004;

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: May 12, 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 March 31, 2004;

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: May 12, 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 March 31, 2004:

     (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: May 12, 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 March 31, 2004:

     (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: May 12, 2004