SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

                For the quarterly period ended June 30, 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 12,773,355 shares outstanding of the Registrant's  common stock as of
July 31, 2004.


<PAGE>





                             STEEL TECHNOLOGIES INC.

                                      INDEX



                                                                     Page Number
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

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

        Condensed Consolidated Statements of Income and
        Comprehensive Income Three and Nine Months Ended
        June 30, 2004 and 2003 ............................................  4

        Condensed Consolidated Statements of Cash Flows Nine Months
        Ended June 30, 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)                                          June 30     September 30
(Unaudited)                                              2004            2003
--------------------------------------------------------------------------------
 <S>                                                   <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................      $   2,405       $   2,758
   Trade accounts receivable, net ..............        118,078          74,595
   Inventories .................................        138,656          84,301
   Deferred income taxes .......................          1,633           1,198
   Prepaid expenses and other assets ...........          3,845           4,628
                                                      ---------       ---------
      Total current assets .....................        264,617         167,480

Property, plant and equipment, net .............        108,003         106,615
Investments in and advances to unconsolidated
   affiliates ..................................         21,525          19,604
Goodwill .......................................         18,148          18,148
Other assets ...................................          1,340           1,328
                                                      ---------       ---------
                                                      $ 413,633       $ 313,175
                                                      =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................      $  74,975       $  49,609
   Accrued liabilities .........................         15,570          10,353
   Income taxes payable ........................          3,873             -
   Long-term debt due within one year ..........            -             5,720
                                                      ---------       ---------
      Total current liabilities ................         94,418          65,682

Long-term debt .................................        101,000          94,680
Deferred income taxes ..........................         15,583          14,872
                                                      ---------       ---------
      Total liabilities ........................        211,001         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:
    12,755,945 at June 30, 2004 and
    9,765,409 at September 30, 2003.............         68,894          20,371
   Treasury stock at cost:  2,611,457 shares at
    June 30, 2004 and 2,573,953 at September
    30, 2003....................................        (23,858)        (23,169)
   Additional paid-in capital ..................          5,098           5,098
   Retained earnings ...........................        158,656         141,073
   Accumulated other comprehensive loss ........         (6,158)         (5,432)
                                                      ---------       ---------
     Total shareholders' equity ................        202,632         137,941
                                                      ---------       ---------
                                                      $ 413,633       $ 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     Nine Months Ended
except per share data, unaudited)          June 30              June 30
--------------------------------------------------------------------------------
                                        2004       2003       2004       2003
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>        <C>
Sales ................................ $232,041   $129,603   $547,672  $385,752
Cost of goods sold ...................  205,632    120,368    490,910   351,586
                                       --------   --------   --------  --------
      Gross profit ...................   26,409      9,235     56,762    34,166

Selling, general and
   administrative expenses ...........    9,347      7,285     24,535    21,332
Equity in net income of unconsolidated
   affiliates ........................      764        294      1,933       704
                                       --------   --------   --------   -------
   Operating income ..................   17,826      2,244     34,160    13,538

Interest expense, net ................      971      1,155      2,932     3,703
Loss (gain) on disposals/writeoffs of
   property, plant and equipment .....        8         15         20       (87)
                                       --------   --------   --------   -------
   Income before income taxes ........   16,847      1,074     31,208     9,922

Provision for income taxes ...........    6,310        102     11,371     3,168
                                       --------   --------   --------   -------
    Net income ....................... $ 10,537   $    972   $ 19,837   $ 6,754
                                       --------   --------   --------   -------
Diluted weighted average number of
   common shares outstanding .........   13,029      9,866     11,031     9,904
                                       ========   ========   ========   =======

Diluted earnings per common share .... $   0.81   $   0.10   $   1.80   $  0.68
                                       ========   ========   ========   =======

Basic weighted average number of
   common shares outstanding .........   12,743      9,763     10,782     9,742
                                       ========   ========   ========   =======

Basic earnings per common share ...... $   0.83   $   0.10   $   1.84   $  0.69
                                       ========   ========   ========   =======

Cash dividends per common share ...... $   0.10   $   0.10   $   0.20   $  0.20
                                       ========   ========   ========   =======
</TABLE>

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

(In thousands)                        Three Months Ended     Nine Months Ended
(Unaudited)                                 June 30               June 30
--------------------------------------------------------------------------------
                                        2004       2003       2004       2003
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>         <C>
Net income ........................... $ 10,537    $    972   $ 19,837  $ 6,754
  Foreign currency translation
        adjustment ...................     (716)      1,480       (885)    (827)
  Decrease in unrealized loss on cash
        flow hedges, net of taxes ....       -          140        159      319
                                       --------   ---------   --------  -------
Comprehensive income ................. $  9,821    $  2,592    $19,111  $ 6,246
                                       ========   =========   ========  =======
</TABLE>
The  accompanying notes are  an  integral  part  of  the  condensed consolidated
financial statements.


                                       4
<PAGE>

                             STEEL TECHNOLOGIES INC.
                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
(In thousands)                                               Nine Months Ended
(Unaudited)                                                       June 30
--------------------------------------------------------------------------------
                                                             2004       2003
                                                           ---------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .........................................   $ 19,837    $  6,754
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation ...................................     11,197      10,311
       Deferred income taxes ..........................        681         245
       Equity in net income of unconsolidated
        affiliates ....................................     (1,933)       (704)
       Loss (gain) on disposals/writeoffs of property,
        plant and equipment ...........................         20         (87)
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................    (44,101)      3,453
             Inventories ..............................    (54,839)      9,501
             Prepaids expenses and other assets .......        (19)     (2,630)
             Accounts payable .........................     25,710     (19,792)
             Accrued liabilities and income taxes .....      9,622      (1,514)
                                                          --------    --------
Net cash (used in) provided by operating activities ...    (33,825)      5,537
                                                          --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........    (12,948)    (10,467)
   Proceeds from sale of property, plant and equipment         -           591
   Acquisition, net of cash acquired ..................        -        (9,825)
   Distribution from unconsolidated affiliate .........         59          45
                                                          --------    --------
Net cash used in investing activities .................    (12,889)    (19,656)
                                                          --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt .......................     65,000      52,500
   Principal payments on long-term debt ...............    (64,400)    (34,754)
   Cash dividends on common stock .....................     (2,254)     (1,949)
   Repurchase of common stock .........................       (689)     (1,079)
   Net proceeds from issuance of common stock .........     48,523       1,602
   Other ..............................................        175         175
                                                          --------    --------
Net cash provided by financing activities .............     46,355      16,495
                                                          --------    --------
Effect of exchange rate changes on cash ...............          6         (41)
                                                          --------    --------
Net (decrease) increase in cash and cash equivalents ..       (353)      2,335
Cash and cash equivalents, beginning of year ..........      2,758       2,127
                                                          --------    --------
Cash and cash equivalents, end of period ..............   $  2,405    $  4,462
                                                          ========    ========
Supplemental Cash Flow Disclosures:
Cash payment for interest .............................   $  3,184    $  3,714
                                                          ========    ========
Cash payment for income taxes .........................   $  5,601    $  5,525
                                                          ========    ========
Supplemental Schedule of Noncash Investing and Financing
  Activities:

    Fair value of assets acquired ......................  $    -      $  9,845
    Liabilities assumed.................................       -            20
                                                          --------    --------
    Net cash paid.......................................  $    -      $  9,825
                                                          ========    ========
</TABLE>

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

                                       5
<PAGE>

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

1.  BASIS OF PRESENTATION

The condensed  consolidated  balance sheet as of June 30, 2004 and the condensed
consolidated  statements  of income and  comprehensive  income for the three and
nine months ended June 30, 2004 and 2003, and condensed  consolidated cash flows
for the nine  months  ended June 30,  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
June 30, 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
consolidated  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 nine months ended June 30, 2004 are not  necessarily  indicative  of the
operating results for the full year.


2.  STOCK OPTIONS

At June 30,  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  Nine Months Ended
(Unaudited)                                      June 30           June 30
-------------------------------------------------------------------------------
                                              2004     2003      2004     2003
                                             ------   ------    ------   ------
<S>                                          <C>       <C>      <C>      <C>
Net income - as reported                     $10,537   $  972  $19,837   $6,754
Total stock-based employee compensation
   expense determined under
   fair value method for all awards,
   net of taxes                                   81       26      249       89
                                             -------   ------  -------   ------
Net income - pro forma                       $10,456   $  946  $19,588   $6,665
                                             =======   ======  =======   ======

Diluted net income per share - as reported   $ 0.81    $ 0.10   $ 1.80   $ 0.68
Diluted net income per share - pro forma     $ 0.81    $ 0.10   $ 1.78   $ 0.67
Basic net income per share - as reported     $ 0.83    $ 0.10   $ 1.84   $ 0.69
Basic net income per share - pro forma       $ 0.82    $ 0.10   $ 1.82   $ 0.68
</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)     Nine Months Ended
(Unaudited)                                June 30, 2003
-----------------------------------      ------------------

                                         <c>
Sales                                       $  397,416
Net income                                  $    6,641
Diluted net income per share                $     0.67
Basic net income per share                  $     0.68

</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)                                         June 30    September 30
(Unaudited))                                             2004         2003
-------------------------------------------------------------------------------
<S>                                                 <C>           <C>
Raw materials ....................................   $  100,327   $   58,204
Finished goods and work in process ...............       38,329       26,097
                                                     ----------   ----------
                                                     $  138,656   $   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)                                                      June 30
--------------------------------------------------------------------------------
                                                             2004        2003
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $  10,537   $     972
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................      12,743       9,763
    Plus: dilutive effect of stock options ............         286         103
                                                          ---------   ---------
           Diluted weighted average shares ............   $  13,029   $   9,866
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................      12,743       9,763
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    0.81   $    0.10
                                                          =========   =========
    Basic .............................................   $    0.83   $    0.10
                                                          =========   =========
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>

(Amounts in thousands, except per share results)             Nine Months Ended
(Unaudited)                                                       June 30
--------------------------------------------------------------------------------
                                                             2004        2003
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $  19,837   $   6,754
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................      10,782       9,742
    Plus: dilutive effect of stock options ............         249         162
                                                          ---------   ---------
           Diluted weighted average shares ............   $  11,031   $   9,904
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................      10,782       9,742
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    1.80   $    0.68
                                                          =========   =========
    Basic .............................................   $    1.84   $    0.69
                                                          =========   =========
</TABLE>
All  outstanding  options  are  included  in  the  diluted  earnings  per  share
calculation above for the three and nine months ended June 30, 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            Nine Months Ended
(Unaudited)                  June 30                       June 30
-----------------      ---------------------      -----------------------
                         2004         2003          2004           2003
                         ----         ----          ----           ----

                    <c>          <c>           <c>            <c>
Sales                  $54,591      $35,904       $145,704        $100,144
Gross profit             4,118        2,300         10,868           6,369
Net income               1,386          439          3,412           1,000
</TABLE>

The Company has various  transactions with Mi-Tech Steel.  Included in operating
income  of  the  Company  are  management  fees,   Decatur   operating   expense
reimbursements  and equity in the net income of Mi-Tech Steel.  During the three
months and nine months ended June 30, 2004, these transactions  totaled $590,000
and  $1,630,000,  respectively,  compared to $186,000 and $814,000 for the three
and nine months  ended June 30,  2003,  respectively.  The  Company's  equity in
undistributed  net income of Mi-Tech Steel was $8,127,000 and $6,131,000 at June
30, 2004 and 2003, respectively.

During  the three  months  and nine  months  ended June 30,  2004,  the  Company
recorded sales of $4,351,000 and $11,916,000, respectively, for products sold to
a company  owned by an officer and director of the Company  compared to sales of
$1,733,000 and $4,813,000, respectively, during the three months and nine months
ended June 30, 2003.

                                        9
<page>

Accounts   receivable  from  the  aforementioned   company  was  $2,772,000  and
$1,337,000 as of June 30, 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.  Our broad  geographic  coverage  allows us to provide our customers
with efficient just-in-time delivery.

We focus our sales and  marketing  strategies  to more fully  leverage our North
American  platform  of value  added steel  processing  facilities.  We have been
successful  in  growing  our  volume  across  all  operations  and  have  gained
meaningful  market  growth,  both with existing and new customers  across a wide
range of end use markets.  Our broad capabilities and geographic presence offers
distinct  competitive  advantages to customers that have multi-plant  operations
throughout the United States,  Canada and Mexico.  This has allowed us to expand
with regional and large national accounts.  In the third quarter of fiscal 2004,
our  tons  sold of  company-owned  steel  products  increased  45% over the same
quarter of fiscal 2003 to 353,000 tons. We anticipate  approximately  25% volume
growth year over year in the upcoming  fourth fiscal quarter  through  continued
market growth and strong economic conditions. With our recent investments we are
well positioned to manage these higher volumes.

Our largest  unconsolidated  affiliate,  Mi-Tech Steel,  Inc.  (Mi-Tech  Steel),
experienced  52% growth in revenue in the third  quarter of fiscal 2004 compared
to the third quarter of fiscal 2003. Mi-Tech Steel is well positioned with their
network  of  facilities  to grow with  transplant  automotive  and  other  large
national accounts.

Our gross profit  margin was 11.4% in the third  quarter of fiscal 2004 compared
to 7.1% in the third quarter of fiscal 2003.  Our gross profit  margin  improved
primarily  due to higher  sales  levels  related to our  market  growth and to a
lesser  extent our increase in selling  prices to offset  increased raw material
costs.

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. As a result we anticipate continued double-digit selling price
increases year over year in the upcoming fourth 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.


                                       13
<PAGE>

As a result of a weaker U.S. dollar,  increasing demand and continued  shortages
of raw materials,  we expect our raw material  costs to increase  throughout our
fourth fiscal quarter.  We remain diligent and focused on our supplier relations
and in  securing  material  to support our  customer  requirements.  Although we
expect supply  conditions to remain tight  throughout the upcoming  quarter,  we
have aligned our business with the most viable North American  producer base and
expect to maintain adequate supply to support our valued customers and projected
growth.

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 June 30
                                          2004              2003
                                   ---------------  ------------------
                                            % of              % of         %
(Unaudited)                        Actual   Sales    Actual   Sales      Change
--------------------------------- -------- -------  -------- --------- --------

                              <c>       <c>      <c>       <c>         <c>
Sales                            $232,041  100.0%   $129,603  100.0%      79%
Gross profit                       26,409   11.4       9,235    7.1      186
Selling, general and
   administrative expenses          9,347    4.0       7,285    5.6       28
Equity in net income of
   unconsolidated affiliates          764    0.3         294    0.2      160
Operating income                   17,826    7.7       2,244    1.7      694
Interest expense, net                 971    0.4       1,155    0.9      (16)
Net income                         10,537    4.5         972    0.7      984
Diluted earnings per common share   $0.81              $0.10             710


Other data
----------
Average days sales outstanding      45.8                49.9              (8)
Inventory turnover                   5.9                 6.1              (3)
Return on equity (annualized)       20.8%                2.8%            643

</table>

                                       14
<PAGE>
<table>
<caption>


                                    For the Nine Months Ended June 30
                                         2004              2003
                                   ---------------  ------------------
                                            % of              % of         %
(Unaudited)                        Actual   Sales    Actual   Sales      Change
--------------------------------- -------- -------  -------- --------- --------

                              <c>       <c>      <c>       <c>         <c>
Sales                            $547,672  100.0%   $385,752  100.0%      42%
Gross profit                       56,762   10.4      34,166    8.8       66
Selling, general and
   administrative expenses         24,535    4.5      21,332    5.5       15
Equity in net income of
   unconsolidated affiliates        1,933    0.3         704    0.2      175
Operating income                   34,160    6.2      13,538    3.5      152
Interest expense, net               2,932    0.5       3,703    1.0      (21)
Net income                         19,837    3.6       6,754    1.8      194
Diluted earnings per common share   $1.80              $0.68             165
Cash dividends per common share     $0.20              $0.20              --

</table>




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

     Sales
     -----

     We posted net sales of  $232,041,000  for the fiscal quarter ended June 30,
     2004, an increase of 79% from sales of $129,603,000  for the fiscal quarter
     ended June 30, 2003.  Tons shipped of  company-owned  steel products in the
     third quarter of fiscal 2004  increased  approximately  45% to 353,000 tons
     compared  to the  third  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  34% for  the  third  quarter  of  fiscal  2004 as
     compared to the previous year.

     Sales  for  the  nine  months  ended  June  30,  2004  increased  by 42% to
     $547,672,000  compared to  $385,752,000  for the nine months ended June 30,
     2003.  Tons shipped in the first nine months of fiscal 2004  increased  31%
     compared to the first nine months of fiscal 2003. Average selling prices of
     steel for the first nine months of fiscal 2004 increased  approximately 11%
     compared to the first nine months of fiscal 2003.


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

     Our gross  profit  margin  was 11.4% in the third  quarter  of fiscal  2004
     compared to 7.1% in the third  quarter of fiscal  2003.  Cost of goods sold
     increased  70.8% in the third  quarter of fiscal 2004 compared to the third
     quarter of fiscal 2003. Cost of materials sold increased $78,932,000 in the
     third  quarter of fiscal 2004 due to higher sales volume and  increased raw
     material costs.  The remaining  increase in cost of goods sold in the third

                                       15
<PAGE>

     quarter  of  fiscal  2004 was  $6,332,000  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 nine months of fiscal 2004 our gross profit  margin was 10.4%
     compared  to 8.8% for the first nine months of fiscal  2003.  Cost of goods
     sold  increased  39.6% in the first nine months of fiscal 2004  compared to
     the first nine months of fiscal  2003.  Cost of  materials  sold  increased
     $126,047,000  due to higher sales volume and increased raw material  costs.
     The remaining increase in cost of goods sold for the nine months ended June
     30, 2004 compared to June 30, 2003 of $13,277,000 was primarily a result of
     increased  labor costs and related fringe  benefits and increased  delivery
     costs due to higher sales volume.

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

     We expect  average raw material  costs in the fourth quarter of fiscal 2004
     to exceed average raw material costs in the third quarter of fiscal 2004 as
     a result of steel supply  shortages and raw material  surcharges  that were
     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  $9,347,000 for the three
     months ended June 30,  2004,  compared to  $7,285,000  for the three months
     ended June 30, 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 and increases in company wide bonus plan expenses.

     Selling,  general and  administrative  costs for the nine months ended June
     30, 2004 were $24,535,000 compared to $21,332,000 for the nine months ended
     June 30, 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 and increases in company wide bonus plan expenses. For
     the nine months ended June 30, 2004,  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.

                                       16
<PAGE>

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

     Our  share of the  income of our  unconsolidated  affiliates  increased  to
     $764,000 for the third quarter of fiscal 2004 compared to $294,000 in 2003.
     For the nine months  ended June 30,  2004  income  from our  unconsolidated
     affiliates  was  $1,933,000  compared to $704,000 for the nine months ended
     June 30, 2003.

     Our largest unconsolidated affiliate,  Mi-Tech Steel, experienced 52% sales
     growth  during the third  quarter  and 46% sales  growth for the first nine
     month of fiscal 2004 as compared to fiscal 2003.  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 third  quarter of fiscal 2004  decreased  to
     $971,000 from $1,155,000 for the third quarter of fiscal 2003. Net interest
     expense for the nine months  ended June 30, 2004  decreased  to  $2,932,000
     compared to $3,703,000  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 offset
     by a $269,000  expense related to the early retirement of our ten-year note
     in June, 2004.

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

     Our  effective   income  tax  rate  was   approximately   37.5%  and  9.5%,
     respectively, for the third quarters of fiscal 2004 and 2003. The effective
     tax rate for the third  quarter of fiscal 2003 was 23% lower as a result of
     recording an income tax benefit  attributable  to state and foreign  income
     tax  matters  that were  more  favorable  than  originally  estimated.  The
     remaining change in our effective tax rate during the quarter was primarily
     attributable  to higher  earnings  during the third  quarter of fiscal 2004
     compared to the same period last year.

     For the first nine months of fiscal 2004 and 2003 our effective  income tax
     rate was 36.4% and 31.9%,  respectively.  During the nine months ended June
     30,  2003,  we  recorded an income tax  benefit  attributable  to state and
     foreign  income  tax  matters  that were  more  favorable  than  originally
     estimated and also recognized a nonrecurring state income tax benefit which
     combined to reduce our effective income tax rate by 4.5%.

                                       17
<PAGE>

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


As of June 30,  2004,  we had  $170,199,000  of working  capital,  maintained  a
current ratio of 2.8:1 and had total debt at 33% 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 46 days as of June 30, 2004
compared to 50 as of June 30, 2003. We expect average days sales  outstanding to
increase  to 50 days  during the fourth  quarter of fiscal  2004.  Average  days
inventory  was  61 days as of June 30,  2004  compared to 59 days as of June 30,
2003. We expect  average days inventory to increase to 65 days during the fourth
quarter of fiscal 2004.

Our average  payment days to suppliers  was 33 days as of June 30, 2004 compared
to 34 days as of June 30, 2003. We expect  average  payment days to suppliers to
remain at 33 days during the fourth quarter of fiscal 2004.

During  the first  nine  months  of fiscal  2004,  cash used in  operations  was
$33,825,000  primarily  working  capital  related.  We  increased  inventory  by
$54,839,000 and accounts  receivable by $44,101,000 to support our sales growth,
which was partially  offset by an increase in accounts  payable of  $25,710,000.
This working capital  increase was financed  primarily from borrowings under our
bank line of credit.  In the fourth  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  nine  months  of  fiscal  2004  totaled
approximately  $12,948,000  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 $382,000 and $461,000 during
the three and nine months ended June 30, 2004, respectively, reflecting a weaker
average  exchange  rate of the peso  relative to the U.S.  dollar  during fiscal
2004. Foreign currency  transaction (losses) gains recorded during the three and
nine months ended June 30, 2003 were ($422,000) and $194,000, respectively.

                                       18
<PAGE>

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, we completed a public stock  offering of 2,905,000  shares of
common stock at a price of $17.25.  We realized  net  proceeds of  approximately
$47,300,000  from this  offering  and used these  proceeds to reduce  borrowings
under our line of credit  facility.  The completion of this offering has allowed
us to continue to implement our strategic growth initiatives.

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 nine months of fiscal  2004,  we borrowed  $65,000,000  to finance our
working capital needs and repaid $64,400,000 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 June 30,  2004,  there was  $101,000,000
outstanding on the credit facility.

On  June  1,  2004  we  prepaid  the  entire  principal  balance  of  $5,680,000
outstanding  on the ten-year note which  required a final  principal  payment in
March 2005. With this prepayment we were required to pay a make-whole payment of
$269,000 which is included in interest expense.

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. With the prepayment of our private  placement  note,  certain
cross-default  provisions  with  respect  to the line of  credit  agreement  and
private  placement  note were  eliminated.  We are in  compliance  with our loan
covenants,  and  none of  these  covenants  would  restrict  the  completion  of
currently planned capital expenditures.

                                       19
<PAGE>

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.  Operating cash flows are somewhat
influenced by  cyclicality  of demand in the steel  industry,  especially in the
automotive  market.  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.

Our bank line of credit facility  matures on August 31, 2005. We expect to renew
or replace our existing line of credit  agreement with a multiple year agreement
during our fourth fiscal quarter of 2004. 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
renewal or replacement.  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.

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


                                       20
<PAGE>

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 nine  months  ended June 30, 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 third  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 third 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 June 25,  2004,  we  furnished  a current  report on Form 8-K under  Item 12,
concerning  the issuance of a press release  announcing  our expected  financial
results for the third quarter ended June 30, 2004.

On July 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 third quarter ended June 30, 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: August 6, 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 ended June 30, 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
          third 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 the 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: August 6, 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 ended June 30, 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
          third 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 the 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: August 6, 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 June 30, 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: August 6, 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 August 6, 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: August 6, 2004