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, 2001

                                       OR

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

             For the transition period from __________ to __________

                         Commission file number 0-14061


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

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


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

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

                                 Not applicable
--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                     report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No

There were 9,555,251 shares  outstanding of the Registrant's  common stock as of
January 31, 2002.



                                       1
<PAGE>





                             STEEL TECHNOLOGIES INC.

                                      INDEX



                                                                     Page Number
PART I.     FINANCIAL INFORMATION

Item 1. Financial Statements

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

        Condensed Consolidated Statements of Income and Comprehensive
        Income Three Months Ended December 31, 2001 and 2000 (Unaudited) ..    4

        Condensed Consolidated Statements of Cash Flows
        Three Months Ended December 31, 2001 and 2000 (Unaudited) .........    5

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

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations .............................................10-13

Item 3. Quantitative and Qualitative Disclosures About Market
        Risk ..............................................................   13

PART II.    OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders ...............   13

Item 5. Other Matters .....................................................   13

SIGNATURES ................................................................   14

Redemption and Noncompetition Agreement ............................   R-1 - R-7

                                       2
<PAGE>

                         Part I. - FINANCIAL INFORMATION
                          Item 1. Financial Statements

                             STEEL TECHNOLOGIES INC.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(In thousands)                                       December 31    September 30
--------------------------------------------------------------------------------
                                                         2001            2001
                                                      (Unaudited)     (Audited)
                                                 -------------------------------
<S>                                                   <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................      $   3,400       $   3,380
   Trade accounts receivable, net ..............         55,444          64,632
   Inventories .................................         68,705          66,951
   Deferred income taxes .......................          3,156           2,998
   Prepaid expenses and other assets ...........          1,441           1,364
                                                      ---------       ---------
      Total current assets .....................        132,146         139,325

Property, plant and equipment, net .............        109,224         112,405
Investments in corporate joint ventures ........         15,480          15,127
Goodwill, net of amortization ..................         18,697          18,879
Other assets ...................................          1,955           1,922
                                                      ---------       ---------
                                                      $ 277,502       $ 287,658
                                                      =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................      $  41,308       $  43,088
   Accrued liabilities .........................          8,914           8,073
   Income taxes payable ........................          1,290           1,349
   Long-term debt due within one year ..........          6,218           6,283
                                                      ---------       ---------
      Total current liabilities ................         57,730          58,793

Long-term debt .................................         78,999          89,110
Deferred income taxes ..........................         15,454          14,437
Other long term liabilities ....................           --               333
                                                      ---------       ---------
      Total liabilities ........................        152,183         162,673
                                                      ---------       ---------
Commitments and contingencies ..................           --              --
 Shareholders' equity:
   Preferred stock .............................           --              --
   Common stock ................................         17,405          17,348
   Treasury stock ..............................        (15,698)        (15,203)
   Additional paid-in capital ..................          4,909           4,909
   Retained earnings ...........................        120,703         119,652
   Accumulated other comprehensive loss ........         (2,000)         (1,721)
                                                      ---------       ---------
     Total shareholders' equity ................        125,319         124,985
                                                      ---------       ---------
                                                      $ 277,502       $ 287,658
                                                      =========       =========
</TABLE>


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

                             STEEL TECHNOLOGIES INC.
                   Condensed Consolidated Statements of Income
<TABLE>
<CAPTION>
In thousands, except per share results)                     Three Months Ended
(Unaudited)                                                      December 31
--------------------------------------------------------------------------------
                                                             2001          2000
                                                           ---------------------

<S>                                                        <C>          <C>
Sales ................................................     $102,156     $112,863
Cost of goods sold ...................................       90,673      101,395
                                                           --------     --------
     Gross profit ....................................       11,483       11,468

Selling, general and administrative expenses .........        7,152        6,975
Equity in net income of unconsolidated
  corporate joint venture ............................          353          234
                                                           --------     --------
  Operating income ...................................        4,684        4,727

Interest expense, net ................................        1,657        1,888
                                                           --------     --------
   Income before income taxes ........................        3,027        2,839
Provision for income taxes ...........................        1,163        1,057
                                                           --------     --------
   Net income ........................................     $  1,864     $  1,782
                                                           ========     ========
Weighted average number of common
   shares outstanding-diluted ........................       10,244       10,397
                                                           ========     ========
Diluted earnings per common share ....................     $   0.18     $   0.17
                                                           ========     ========
Weighted average number of common
   shares outstanding-basic ..........................       10,167       10,388
                                                           ========     ========
Basic earnings per common share ......................     $   0.18     $   0.17
                                                           ========     ========
Cash dividends per common share ......................     $   0.08     $   0.06
                                                           ========     ========
</TABLE>


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

(In thousands)                                              Three Months Ended
(Unaudited)                                                     December 31
--------------------------------------------------------------------------------
                                                             2001          2000
                                                           ---------------------
<S>                                                        <C>          <C>
Net income ...........................................     $ 1,864      $ 1,782
   Foreign currency translation adjustment............        (262)        (414)
   Change in unrealized loss on cash flow hedges, net
      of taxes .......................................         (17)         --
                                                           --------     --------
Comprehensive income .................................     $ 1,585      $ 1,368
                                                           ========     ========
</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
--------------------------------------------------------------------------------
                                                             2001       2000
                                                           ---------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .........................................   $  1,864    $  1,782
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation ...................................      3,634       3,529
       Amortization ...................................        184         184
       Deferred income taxes ..........................        890        (206)
       Equity in net income of unconsolidated corporate
       joint ventures .................................       (353)       (234)
       Gain on sale of assets .........................       (346)       (212)
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................      9,073       5,006
             Inventories ..............................     (1,848)     (1,056)
             Prepaids expenses and other assets .......        (48)        (43)
             Accounts payable .........................     (1,717)        (22)
             Accrued liabilities and income taxes .....        398       1,944
                                                          --------    --------
Net cash provided by operating activities .............     11,731      10,672
                                                          --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........     (1,024)     (3,012)
   Proceeds from sale of property, plant and equipment         774         650
                                                            ------    --------
Net cash used in investing activities .................       (250)     (2,362)
                                                            ------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on long-term debt ...............    (10,177)    (10,174)
   Cash dividends on common stock .....................       (813)       (624)
   Repurchase of common stock .........................       (452)     (1,159)
   Net issuance of common stock .......................         15          16
                                                          --------    --------
Net cash used in financing activities .................    (11,427)    (11,941)
                                                          --------    --------
Effect of exchange rate changes on cash ...............        (34)         (9)
                                                          --------    --------
Net increase (decrease) in cash and cash equivalents ..         20      (3,640)
Cash and cash equivalents, beginning of year ..........      3,380       4,469
                                                          --------    --------
Cash and cash equivalents, end of period ..............   $  3,400    $    829
                                                          ========    ========
Supplemental Cash Flow Disclosures:
Cash payment for interest .............................   $  1,519    $  2,200
                                                          ========    ========
Cash payment for income taxes .........................   $    494    $    144
                                                          ========    ========
</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,  2001 and the
condensed consolidated statements of income, comprehensive income and cash flows
for the three months ended  December 31, 2001 and 2000 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, 2001
and for all periods presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the Company's  annual report to  shareholders  for the year
ended  September 30, 2001.  The results of operations for the three months ended
December 31, 2001 are not  necessarily  indicative of the operating  results for
the full year.

2.  INVENTORIES:

<TABLE>
<CAPTION>
Inventory consists of:
                                                     December 31   September 30
                                                        2001           2001
                                                     -----------   ------------
(In thousands)                                        Unaudited       Audited
-------------------------------------------------------------------------------
<S>                                                 <C>               <C>
Raw materials ....................................   $   49,560   $   47,159
Finished goods and work in process ...............       19,145       19,792
                                                     ----------   ----------
                                                     $   68,705   $   66,951
                                                     ==========   ==========
</TABLE>


                                       6
<PAGE>

3.  NET INCOME PER SHARE COMPUTATIONS:

The following is a  reconciliation  of the  denominator of the basic and diluted
per share computations:
<TABLE>
<CAPTION>

                                                            Three Months Ended
(In thousands, except per share results)                        December 31
--------------------------------------------------------------------------------
                                                             2001        2000
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $   1,864   $   1,782
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................      10,167      10,388
    Plus: dilutive effect of stock options ............          77           9
                                                          ---------   ---------
           Diluted weighted average shares ............      10,244      10,397
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................      10,167      10,388
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    0.18   $    0.17
                                                          =========   =========
    Basic .............................................   $    0.18   $    0.17
                                                          =========   =========
</TABLE>
Options to  purchase  567,500  and  627,500  shares for the three  months  ended
December 31, 2001, and 2000,  respectively  were excluded from the  calculations
above  because the exercise  prices on the options were greater than the average
market price of the Company's stock during the periods.

                                      7
<PAGE>

4.  RELATED PARTIES

Summarized  condensed  income  statement  information of Mi-Tech Steel,  Inc., a
fifty percent owned corporate joint venture  accounted for by the equity method,
follows:
<TABLE>
<CAPTION>
                                                          Three Months Ended
        (Unaudited)                                          December 31
        -----------------------------------------------------------------------
                                                       2001             2000
                                                    -----------     -----------
        <S>                                         <C>             <C>
        Sales                                       $32,546,000     $37,457,000
        Net Income                                      706,000         467,000
</TABLE>

During the first fiscal quarter of 2002 and 2001, the Company  recorded sales of
$842,000 and  $723,000,  respectively,  for products  sold to a company owned by
certain officers and directors of the Company.

5.  SHAREHOLDERS' EQUITY

On January 22, 1998,  the Board of  Directors  approved a plan under which Steel
Technologies  may  repurchase up to 500,000 shares of its common stock from time
to time at  prevailing  prices in open  market  transactions,  subject to market
conditions,  share price and other  considerations.  Subsequently,  the Board of
Directors  authorized  repurchase of an additional 1,000,000 shares on September
30, 1998 and another  additional  1,000,000 shares on April 30, 2000 for a total
of 2,500,000 shares.  During fiscal year 2002, the Company  repurchased  677,000
shares at an aggregate cost of $6,592,000, including approximately 65,000 shares
during the first three months of fiscal 2002 at an  aggregate  cost of $ 495,000
and 612,000  repurchased at an aggregate  cost of $6,097,000  after December 31,
2001.  The Company has  completed  the program with  2,500,000  shares of common
stock repurchased from inception for $21,797,000.

6.  IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

In addition, the FASB issued Statement of Financial Accounting Standards No. 142
(SFAS No. 142),  "Goodwill and Other Intangible  Assets," which  establishes the
accounting for goodwill and other intangible assets following their recognition.




                                       8
<PAGE>

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

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

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



                                       9
<PAGE>


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

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

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

Steel  Technologies  posted first quarter sales of  $102,156,000  for the fiscal
quarter ended  December 31, 2001, a decrease of 9.5% from sales of  $112,863,000
for the first quarter  ended  December 31, 2000.  Tons shipped of  Company-owned
steel  products in the first quarter of fiscal 2002 decreased  approximately  1%
compared to the first quarter of fiscal 2001 while the average  selling price of
Company-owned steel products declined  approximately 8% for the first quarter of
fiscal 2002 as compared to the previous year.

The  Company  focuses  significant  resources  on the  automotive  industry  and
generates a major portion of business from selling manufacturing component parts
to the automotive industry.  The Company continues to increase market share with
both  existing  and new  customers  which  should help  mitigate  the effects of
slowing demand levels in the automotive industry.

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

                                      10
<PAGE>


The gross profit  margin was 11.2% in the first  quarter of fiscal 2002 compared
to 10.2% in the first  quarter of fiscal 2001  primarily as a result of slightly
lower raw material  costs.  According  to recent  public  announcements  of both
domestic  integrated  and mini-mill  steel  suppliers,  the Company  expects raw
material costs to increase somewhat after the next quarter.  Should raw material
costs increase significantly,  gross margins could be negatively impacted as the
Company does not expect to fully pass along these increases to its customers. In
general,   production  cost   efficiencies  and  product  mix  improvements  may
positively impact gross margins and somewhat offset rising raw material costs.

Selling,  general and administrative costs increased  approximately 2.5% for the
first  quarter of fiscal 2002 compared to 2001 and as a percentage of sales were
approximately  7.0% for the first  quarter of fiscal 2002 and 6.2% for the first
quarter of fiscal  2001.  The  increase in selling,  general and  administrative
expenses was primarily attributable to an increase in marketing expenses.  Steel
Technologies  continues to actively  manage the level at which selling,  general
and administrative expenses are added to its cost structure.

The Company's  share of the income of its joint venture  operations was $353,000
and $234,000 for the first  quarter of fiscal 2002 and 2001,  respectively.  The
increase was  attributable to improved  profitability  for Mi-Tech Steel,  Inc.,
primarily  as a result of closing  its  Decatur,  Alabama  operation  during the
second  quarter of 2001  because of a weaker  steel  market in the  southeastern
United States.

Net  interest  expense  for the  first  quarter  of  fiscal  2002  decreased  to
$1,657,000 from $1,888,000 for the first quarter of fiscal 2001. The decrease is
primarily attributable to lower average borrowings and interest rates during the
current quarter as compared to last year.

The  Company's  effective  income  tax rate was  approximately  38.4% and 37.2%,
respectively,  for the first  quarters of fiscal 2002 and 2001.  The increase is
attributable  primarily to an increase in items not  deductible for tax purposes
including certain travel expenses and slightly lower earnings in Mexico.

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

As of December 31, 2001, Steel  Technologies had $74,416,000 of working capital,
maintained a current ratio of 2.3:1 and had total debt at 40% of capitalization.
The Company continues to manage the levels of accounts  receivable,  inventories
and other  working  capital  items in  relation  to the  trends in sales and the
overall  market.  For the first  three  months of fiscal  2002,  lower  accounts
receivable  contributed  significantly  to the  $11,731,000  of cash provided by
operations.

Capital  expenditures  for  the  first  three  months  of  fiscal  2002  totaled
approximately  $1,024,000.  The major  expenditures  were for the  completion of
various capacity  expansion  projects.  Steel  Technologies  continues to expand


                                       11
<PAGE>

production  capacity and  processing  facilities  to serve the growing  needs of
customers. For fiscal 2002, the capital additions to all facilities are expected
to approximate $10,000,000.

Steel Technologies  maintains an equity investment of approximately  $18,885,000
in  its  90%-owned  Mexican  subsidiary.  Foreign  currency  transaction  losses
incurred  during  the first  quarter  of fiscal  2002 were  $234,000  due to the
strengthening peso relative to the dollar.

Pursuant  to a  joint  venture  agreement,  Steel  Technologies  has  guaranteed
$8,250,000 of the bank financing  required for the working  capital  purposes of
Mi-Tech.  As of December 31, 2001, there were no borrowings  outstanding on this
credit facility.  Additional  equity  contributions to the joint venture are not
expected for the foreseeable  future,  but, if required,  would be financed with
available funds from the Company's bank line of credit.

The Company has a $125,000,000  line of credit agreement  expiring on August 31,
2004,  with various  variable  options on the interest  rate,  none of which are
greater than the bank's  prime.  During the first  quarter of fiscal  2002,  the
Company repaid  $10,177,000  in debt from its operating cash flows.  At December
31, 2001, there was $56,000,000 outstanding on the credit facility.

Cash flows from operations and available borrowing  capabilities are expected to
be  sufficient to finance the capital  expenditure  plans as well as the working
capital needs for fiscal 2002. At this time,  the Company has no known  material
obligations,  commitments  or demands  that must be met  beyond the next  twelve
months other than the ten-year  private  placement  note and the unsecured  bank
lines of credit.  The  Company  has  approximately  $22,840,000  outstanding  at
December 31, 2001 on the ten-year note which requires annual principal  payments
of  approximately  $5,700,000  through March 2005. Any additional  funds will be
used for growth, including strategic acquisitions, investment in joint ventures,
construction of new plant capacity,  and investment in production and processing
capabilities.  The form of such financing may vary depending upon the prevailing
market and related conditions,  and may include short or long-term borrowings or
the issuance of debt or equity securities.

Provisions  contained  in the  Company's  various  debt  agreements  require the
Company to maintain  specified levels of net worth,  maintain certain  financial
ratios and limit the addition of substantial  debt. The Company is in compliance
with all covenants and none of these  covenants would restrict the completion of
currently planned capital expenditures.

On January 22, 1998,  the Board of  Directors  approved a plan under which Steel
Technologies  may  repurchase up to 500,000 shares of its common stock from time
to time at  prevailing  prices in open  market  transactions,  subject to market
conditions,  share price and other  considerations.  Subsequently,  the Board of
Directors  authorized  repurchase of an additional 1,000,000 shares on September
30, 1998 and another  additional  1,000,000 shares on April 30, 2000 for a total


                                       12
<PAGE>
of 2,500,000 shares.  During fiscal year 2002, the Company  repurchased  677,000
shares at an aggregate cost of $6,592,000, including approximately 65,000 shares
at an  aggregate  cost of $495,000  during the first three months of fiscal 2002
and 612,000 shares at an aggregate cost of $6,097,000 subsequent to December 31,
2001.  The Company has  completed  the program with  2,500,000  shares of common
stock repurchased from inception for $21,797,000.

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


       Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material  change during the first three months ended  December
31, 2001 from the disclosures about market risk provided in the Company's Annual
Report on Form 10-K for the year ended September 30, 2001.

                           Part II - Other Information

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

The annual  meeting of  shareholders  was held on January 24,  2002.  The matter
voted upon at the meeting was the election of one  director for a two-year  term
and four 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

Merwin J. Ray       9,072,213               0               625,515
Bradford T. Ray     9,065,343               0               632,385
Doug A. Bawel       9,568,222               0               129,506
Joseph P. Bellino   9,066,402               0               631,326
Stuart N. Ray       9,053,093               0               644,635

                              Item 5. Other Matters

Steel Technologies Inc. entered into a Redemption and  Noncompetition  Agreement
which is attached on pages R-1 through R-7.


                                       13
<PAGE>


SIGNATURES

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







   STEEL TECHNOLOGIES INC.
        (Registrant)







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




Dated February 12, 2002

                                       14

<PAGE>
                     REDEMPTION AND NONCOMPETITION AGREEMENT

     THIS  AGREEMENT  ("Agreement")  is made and entered  into as of January 25,
2002, and effective as of the  commencement of business on January 25, 2002 (the
"Effective  Date"),  by and  between  Merwin  J.  Ray  ("Mr.  Ray"),  and  Steel
Technologies Inc., a Kentucky corporation on behalf of itself and its affiliates
and  subsidiaries  (collectively,  the  "Company,  "  Steel  Tech"  or  "  Steel
Technologies").

                                    Recitals
                                    --------

     Mr. Ray has been the largest  shareholder and an Executive Officer of Steel
Tech for many  years.  Mr. Ray wishes to sell,  and Steel Tech wishes to redeem,
certain of his shares of the Company's common stock, enter into a noncompetition
agreement and waive his right to exercise certain stock options.

                                   Agreement
                                   ---------

     NOW THEREFORE,  in  consideration  of the premises and mutual  promises and
agreements contained herein, the parties hereto,  intending to be legally bound,
hereby agree as follows:

     Section 1 - Redemption
     ----------------------

     1.1  Steel  Tech  agrees to  purchase,  and Mr.  Ray  agrees to sell to the
Company,  600,000 shares of the common stock in the Company (the "Shares"),  for
the purchase  price of $10 per share  (approximately  90% of the Company's  book
value), $6,000,000.00 in the aggregate to be paid in cash at transfer.

     1.2 Mr. Ray hereby  repudiates and forever waives his right to exercise the
options he holds to purchase  60,000  shares of the Company's  common stock.  In
addition,  as part of this  Redemption,  Mr. Bradford T. Ray, son of Mr. Ray and
Chief Executive Officer of the Company, hereby repudiates and forever waives his
right to  exercise  the  options  he  holds to  purchase  22,500  shares  of the
Company's common stock which were granted on January 28, 1993.

     1.3 Mr. Ray represents and warrants to Steel Tech that:

          (a) There are no outstanding  agreements,  options,  warrants or other
          rights of any kind  entitling  any  person to  purchase  or  otherwise
          acquire an interest in any of the Shares or restricting their transfer
          in accordance with this Agreement.

          (b) Mr.  Ray has  had an  opportunity  to ask  questions  and  receive
          answers  concerning  the terms and  conditions  of the  redemption  of
          Shares and to obtain any additional information related to the sale of
          Shares.

                                      R - 1
<PAGE>

     1.4 Upon the  execution and delivery of this  Agreement,  the parties shall
make the following deliveries:

          (a) Steel Tech Company  shall deliver a check to Mr. Ray in the amount
          of $6,000,000.00

          (b) Mr.  Ray  shall  deliver  to  Steel  Tech a stock  power  properly
          endorsed.

     1.5 Mr. Ray hereby  irrevocably  and  unconditionally  releases and forever
discharges  the Company and its  successors  and assigns of and from any and all
claims against or with respect to any of the Shares.

        Section 2 - Confidential Information and Non-Competition Covenant
        -----------------------------------------------------------------

     2.1  Confidential  Information and Trade Secrets.  In  consideration of the
rights  granted to Mr. Ray under this  Agreement,  Mr. Ray hereby agrees that he
shall hold in  confidence  all lists,  supplier  lists,  price lists,  financial
information,  operating  manuals and forms,  plans,  notes,  computer  programs,
systems and software and all other knowledge or information of a confidential or
proprietary nature with respect to the business of the Company (the "Proprietary
Information"),  and Mr.  Ray  will  not  disclose,  publish  or make use of such
knowledge or information.

     2.2  Non-Competition.  The  Company  is  engaged  in steel  processing  and
providing  steel  processing  throughout the  geographic  area within a 300-mile
radius of the plant locations set forth on Schedule 2.2 hereto (such  geographic
area being hereinafter referred to as the "Territory"). The Mr. Ray acknowledges
that the  goodwill  of the  Company and  marketing  and support of services  and
products of the Company extends throughout the Territory.  The Company shall pay
Mr.  Ray  $77,500  on the  first  day of each  fiscal  quarter  for  five  years
commencing on April 1, 2002 with the last payment to be made on January 1, 2007.
In return for this  consideration,  Mr. Ray hereby  agrees  that for a five-year
period commencing on the Effective Date (the "Noncompete Period"), Mr. Ray shall
not (without the prior written consent of Steel Tech),  in any manner,  directly
or indirectly,

          (i) engage in, have any equity or profit interest in, make any loan to
     or for the benefit of,  guaranty the  repayment of any funds by, make plans
     for the formation  of, or render  services of any  executive,  advertising,
     marketing, sales, administrative,  supervisory, manufacturing, engineering,
     computer program or system development, maintenance or consulting nature to
     any business conducting or to conduct operations in the Territory which are
     competitive  with the business  activities being directly engaged in by the
     Company as of the date of this  Agreement  or as of the time such action is
     taken; or

                                      R - 2
<PAGE>

          (ii)  solicit to  employ,  on his own behalf or on behalf of any other
     person, firm or corporation,  any person who was employed by the Company or
     a Related Company,  unless such person has not been employed by the Company
     or Related Company for at least five years.

Specifically,  and without limiting the all inclusive nature of Section 2.2, Mr.
Ray shall not be  elected  to the Board of  Directors,  become a  consultant  to
(whether  paid or  unpaid),  or  provide  strategic  advise  to of any  business
conducting or to conduct  operations in the Territory which are competitive with
the business  activities being directly engaged in by the Company as of the date
of this Agreement or as of the time such action is taken or any current supplier
to the Company.

     As used in this  Section  2,  the term  "Related  Company"  shall  mean any
subsidiary of the Company,  any  partnership in which a member of the Company is
the general  partner or a partner,  any limited  liability  company in which the
Company is a member, and any other corporation  (including Mi-Tech Steel) owning
at least 20 percent of the capital stock of Steel Tech, any subsidiary  thereof,
and any successor to any of them.

     Notwithstanding  anything  contained herein to the contrary,  Mr. Ray shall
not  be  prohibited  from  owning,  directly  or  indirectly,  up to  5% of  the
outstanding  equity  interest  of  any  publicly  traded  company  which  is  in
competition with the Company, provided that Mr. Ray does not sit on the board or
actively participate in management of such company.

     2.3 Restrictions on Sale of Common Stock.  Mr. Ray agrees,  as part of this
Noncompetition  Agreement,  to retain  for at least two years all of his  direct
ownership  of Steel  Technologies  Inc.  common  stock.  Thereafter,  during the
remaining  term of this  Agreement,  Mr. Ray agrees  that he shall be limited to
selling 10% or less of his directly-owned  Steel  Technologies  common stock per
calendar year.

     2.4  Severability.  If a  judicial  determination  is made  that any of the
provisions  of  this  Section  2  constitutes  an   unreasonable   or  otherwise
unenforceable  restriction  against Mr. Ray,  the  provisions  of this Section 2
shall be rendered void only to the extent that such judicial determination finds
such provisions to be unreasonable or otherwise  unenforceable.  In this regard,
the parties  hereto  hereby agree that any judicial  authority  construing  this
Agreement  shall be  empowered  to sever any  portion  of the  Territory  or any
prohibited  business activity from the coverage of this Section 2, and to reduce
the  duration  of the  Noncompete  Period  and to apply the  provisions  of this
Section 2 to the remaining  portion of the  Territory or the remaining  business
activities  not to be severed by such judicial  authority and to the duration of
the Noncompete Period as reduced by judicial determination.

     2.5 Injunctive  Relief. Mr. Ray hereby agrees that any breach or threatened
breach by the Mr.  Ray of  Sections  2.1,  2.2,  or 2.3 of this  Agreement  will
irreparably  injure  the  Company  and that any  remedy at law for any breach or
threatened breach by Mr. Ray of the provisions contained in Sections 2.1 and 2.2
hereof shall be inadequate, and that the Company shall be entitled to injunctive
relief in addition to any other remedy it might have under this  Agreement or at
law or in  equity.  Mr. Ray  further  agrees  that the grant of such  injunctive
relief and the  enforcement of the terms of this Agreement shall not deprive him
of his ability to earn a living.

                                      R - 3
<PAGE>

    Section 3.  Miscellaneous
    -------------------------

     3.1. Binding Effect. This Agreement shall inure to the benefit of and shall
be  binding  upon  Mr.  Ray and his  executor,  administrator,  heirs,  personal
representative and assigns, and the Company and its successors and assigns.

     3.2.  Governing Law. This  Agreement  shall be deemed to be made in, and in
all respects shall be  interpreted,  construed and governed by and in accordance
with, the laws of the  Commonwealth of Kentucky,  without regard to conflicts of
laws principles.

     3.3.  Headings.  The  section  and  paragraph  heading  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     3.4.  Notices.  All notices,  requests,  consents and other  communications
hereunder  shall be in writing,  shall be  addressed  to the  receiving  party's
address set forth  below or to such other  address as a party may  designate  by
notice  hereunder,  and  shall be either  (i)  delivered  by hand,  (ii) sent by
recognized overnight courier, (iii) made by telecopy or facsimile  transmission,
or (iv) sent by registered or certified mail, return receipt requested,  postage
prepaid.

         If to Steel Tech or Company:
                  Bradford T. Ray
                  Steel Technologies Inc.
                  15415 Shelbyville Road
                  Louisville, KY  40245
                  Fax: 502/245-3821

         With a copy to:
                  John M. Baumann, Jr., Esq.
                  Steel Technologies Inc.
                  15415 Shelbyville Road
                  Louisville, KY  40245
                  Fax: 502-245-0542

         If to Mr. Ray:

                  Merwin J. Ray
                  14828 Landmark Drive
                  Louisville, KY 40245

     All notices, requests, consents and other communications hereunder shall be
deemed to have been given (i) if by hand, at the time of the delivery thereof to
the receiving  party at the address of such party set forth above,  (ii) if sent
by overnight courier,  on the next business day following the day such notice is
delivered  to the  courier  service,  (iii)  if made by  telecopy  or  facsimile
transmission,  at  the  time  the  receipt  thereof  has  been  acknowledged  by
electronic confirmation or otherwise, or (iv) if sent by registered or certified
mail, on the fifth business day following the day such mailing is sent.

                                      R-4
<PAGE>

     Any party to this  Agreement  may change his or its  address  upon  written
notice delivered pursuant to this Section.

     3.5.  Opportunity  to Cure.  In the event that any  payment  due under this
Agreement  is not timely  made,  Mr. Ray  agrees to  provide  written  notice to
Company and an opportunity to cure of no less than fifteen (15) working days.

     3.6 Entire  Agreement.  This Agreement is intended by the parties hereto to
be the final  expression of their  agreement  with respect to the subject matter
hereof  and is the  complete  and  exclusive  statement  of  the  terms  thereof
notwithstanding  any  representations,  statements or agreements to the contrary
heretofore  made.  This  Agreement may be modified only by a written  instrument
signed by each of the parties hereto.

                                      R-5

<PAGE>

     IN WITNESS  WHEREOF,  Company  have caused its duly  authorized  officer to
execute this  Agreement and Mr. Ray has executed  this  Agreement as of the date
first above written.

                                 MR. RAY:

                                 /s/________________________________
                                 Merwin J. Ray

                                 STEEL TECHNOLOGIES


                                 By:      /s/____________________________
                                          Bradford T. Ray
                                          Chairman of the Board
                                          Chief Executive Officer

                                 By:      /s/____________________________
                                          Ralph W. McIntyre
                                          Director & Chairman of the
                                          Compensation Committee

                                      R-6
<PAGE>


                                  Schedule 2.2


Plant Locations:


15415 Shelbyville Road             5501 Belleville Road
Louisville, KY 40245               Canton, MI 48188

1001 Konica Drive                  196 Shawnee Road
Upper Chesapeake Corporate Center  Eminence, KY  40019
Elkton, MD   21921

Route 1, Box 334                   307 Industrial Drive
U.S. Route 42                      Clinton, NC  28328
Ghent, KY  41045-9501

100 Fontana Street                 2220 Joseph Lloyd Parkway
Clinton, NC  28328                 Willoughby, OH  44094

5830 Southport Road                1220 South Steel Circle
Portage, IN  46368                 Huger, SC  29450

1401 Industrial Drive              Federalismo 204, Fracc, Industrial La Silla,
Kennett, MO 63857                  Guadalupe, N.L. Mexico 67190

P.O. Box 348                       Steel Technologies De Mexico
Greenup, KY 41144-0348             Matamoros, Mexico

1811 North Montgomery Road         Steel Technologies De Mexico
Greensburg, IN 47240               Puebla, Mexico

210 Mi-Tech Drive                  Steel Technologies De Mexico
Murfreesboro, TN   37130           Mexico City, Mexico

8753 Kerns Street
San Diego, CA  92154



                                      R-7