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, 1999

                                       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 11,129,363 shares outstanding of the Registrant's  common stock as of
July 31, 1999.

                                       1
<PAGE>


                             STEEL TECHNOLOGIES INC.

                                      INDEX


                                                                     Page Number
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Condensed Consolidated Balance Sheets
          June 30, 1999 (Unaudited) and September 30, 1998 (Audited) .....    3

          Condensed Consolidated Statements of Income Three months
          and Nine months ended June 30, 1999 and 1998 (Unaudited) .......    4

          Condensed Consolidated Statements of Cash Flows
          Nine months ended June 30, 1999 and 1998 (Unaudited) ...........    5

          Notes to Condensed Consolidated Financial Statements (Unaudited)  6-7


     Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations ........................................ 8-10

     Item 3. Quantitative and Qualitative Disclosures About Market
        Risk .............................................................   11

PART II.OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K ............................   11

     Signature............................................................   12


                                       2
<PAGE>


                         Part I. - FINANCIAL INFORMATION
                          Item 1. Financial Statements
<TABLE>
<CAPTION>
                             STEEL TECHNOLOGIES INC.
                      Condensed Consolidated Balance Sheets

(Amounts in thousands)                                  June 30     September 30
--------------------------------------------------------------------------------
                                                          1999           1998
                                                      (Unaudited)     (Audited)
                                                  ------------------------------
<S>                                                    <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents .....................     $   6,169      $   4,778
   Trade accounts receivable, net ................        59,506         47,907
   Inventories ...................................        70,718         76,523
   Deferred income taxes .........................         1,665          1,621
   Prepaid expenses and other assets .............           844            748
                                                       ---------     ----------
      Total current assets .......................       138,902        131,577
                                                       ---------      ---------

Property, plant and equipment, net ...............       108,413        106,631

Investments in corporate joint ventures ..........        19,390         18,163

Goodwill, net of amortization ....................         9,258          9,060

Other assets .....................................         1,153          1,050
                                                       ---------       --------
                                                       $ 277,116      $ 266,481
                                                       =========      =========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ..............................     $  35,735      $  35,925
   Accrued liabilities ...........................         9,133          6,231
   Income tax payable ............................           605           --
   Long-term debt due within one year ............         6,690          9,102
                                                       ---------      ---------
      Total current liabilities ..................        52,163         51,258

Long-term debt ...................................        91,277         88,300
Deferred income taxes ............................        13,260         13,247
Other liabilities ................................           575           --
                                                       ---------      ---------
    Total liabilities ............................       157,275        152,805
                                                       ---------      ---------

Commitments and contingencies ....................          --             --

 Shareholders' equity:
   Preferred stock ...............................          --             --
   Common stock ..................................        17,033         16,928
   Treasury stock ................................        (7,123)        (3,792)
   Additional paid-in capital ....................         4,909          4,909
   Retained earnings .............................       107,197         97,071
   Foreign currency translation adjustment .......        (2,175)        (1,440)
                                                       ---------      ---------
                                                         119,841        113,676
                                                       ---------      ---------
                                                       $ 277,116      $ 266,481
                                                       =========      =========

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

                                       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
--------------------------------------------------------------------------------
                                        1999       1998       1999       1998
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>        <C>
Sales ................................ $109,248   $ 96,389   $314,342   $294,125
Cost of goods sold ...................   93,136     84,506    270,752    259,736
                                       --------   --------   --------   --------
      Gross profit ...................   16,112     11,883     43,590     34,389

Selling, general and
   administrative expenses ...........    6,850      5,690     19,630     16,608
Equity in net income of unconsolidated
  corporate joint venture ............      355          8        627        768
                                       --------   --------   --------   --------
   Operating income ..................    9,617      6,201     24,587     18,549

Interest expense .....................    2,412      1,372      5,940      4,421
                                       --------   --------   --------   --------
   Income before income taxes ........    7,205      4,829     18,647     14,128

Provision for income taxes ...........    2,723      1,972      7,281      5,546
                                       --------   --------   --------   --------
    Net income .......................    4,482   $  2,857   $ 11,366   $  8,582
                                       --------   --------   --------   --------
Diluted weighted average number of
   common shares outstanding .........   11,157     12,035     11,281     12,043
                                       ========   ========   ========   ========

Diluted earnings per common share ....     0.40   $   0.24   $   1.01   $   0.71
                                       ========   ========   ========   ========

Basic weighted average number of
   common shares outstanding .........   11,128     11,965     11,262     11,987
                                       ========   ========   ========   ========

Basic earnings per common share ......     0.40   $   0.24   $   1.01   $   0.72
                                       ========   ========   ========   ========

Cash dividends per common share ......     0.06   $   0.05   $   0.11   $   0.10
                                       ========   ========   ========   ========

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

                                       4
<PAGE>


                             STEEL TECHNOLOGIES INC.
                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                            Nine months ended
(Amounts in thousands, unaudited)                                June 30
--------------------------------------------------------------------------------
                                                            1999        1998
                                                       -------------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income .........................................   $ 11,366    $  8,582
   Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation ...................................      9,271       8,689
       Amortization ...................................        285         173
       Deferred income taxes ..........................       (270)        850
       Equity in net income of unconsolidated corporate
       joint venture ..................................       (627)       (767)
       Loss on sale of assets .........................          8           5
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................    (11,448)     (5,989)
             Inventories ..............................      5,276       4,430
             Prepaid expenses and other assets ........     (1,003)     11,645
             Accounts payable .........................       (287)      1,478
             Accrued liabilities and income taxes .....      5,190         585
                                                          --------    --------
Net cash provided by operating activities .............     17,761      29,681
                                                          --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........    (13,171)     (9,569)
   Proceeds from sale of property, plant and equipment       1,365        --
   Investment in unconsolidated joint venture .........       (600)       --
                                                          --------    --------
Net cash used in investing activities .................    (12,406)     (9,569)
                                                          --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt .......................      9,000        --
   Principal payments on long-term debt ...............     (8,435)    (15,114)
   Cash dividends on common stock .....................     (1,240)     (1,199)
   Repurchase of common stock .........................     (3,331)       (792)
   Net issuance of common stock under incentive
     stock option plans ...............................        105          14
                                                          --------    --------
Net cash used in financing activities .................     (3,901)    (17,091)
                                                          --------    --------
Effect of exchange rate changes on cash ...............        (63)       (156)
                                                          --------    --------

Net increase in cash and cash equivalents .............      1,391       2,865
Cash and cash equivalents, beginning of year ..........      4,778       3,467
                                                          --------    --------
Cash and cash equivalents, end of period ..............   $  6,169    $  6,332
                                                          ========    ========
Supplemental Cash Flow Disclosures:

Cash payment for interest .............................   $  5,554    $  4,745
                                                          ========    ========
Cash payment for income taxes .........................   $  7,966    $  4,163
                                                          ========    ========

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


                                       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, 1999 and the condensed
consolidated  statements  of income for the three and nine months ended June 30,
1999 and 1998, and condensed  consolidated  cash flows for the nine months ended
June 30, 1999 and 1998 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 June 30, 1999 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, 1998.  The results of operations  for the nine months ended
June 30, 1999 are not  necessarily  indicative of the operating  results for the
full year.

2.  INVENTORIES:

<TABLE>
<CAPTION>

Inventory consists of:
(Amounts in thousands)                                    June 30  September 30
--------------------------------------------------------------------------------
                                                            1999        1998
                                                         Unaudited    Audited
                                                        ------------------------
<S>                                                       <C>         <C>
Raw materials ..........................................  $57,681     $66,033
Finished goods and work in process......................   13,037      10,490
                                                          -------     -------
                                                          $70,718     $76,523
                                                          =======     =======
</TABLE>
3.  FOREIGN CURRENCY TRANSLATION:

As of January 1, 1999,  the  Mexican  subsidiary  started to use the peso as the
functional currency. The Company uses the current rate method of translation and
reports  translation  adjustments as part of comprehensive  income.  The Mexican
economy was considered  hyper-inflationary for financial reporting until January
1,  1999.  Accordingly,   the  Company  used  monetary/non-monetary   method  of
accounting.

                                       6
<PAGE>


4.  NET INCOME PER SHARE COMPUTATIONS:

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

<TABLE>
<CAPTION>

(Amounts in thousands,                  Three Months Ended   Nine Months Ended
except per share data, unaudited)             June 30             June 30
--------------------------------------------------------------------------------
                                           1999      1998      1999      1998
                                      ------------------------------------------
<S>                                      <C>       <C>       <C>       <C>
Net income ...........................   $ 4,482   $ 2,857   $11,366   $ 8,582
                                         -------   -------   -------   -------
Shares (denominator) used for
  diluted per share computations:
    Weighted average shares of common
       stock outstanding .............    11,128    11,965    11,262    11,987
    Plus: dilutive effect of stock
       options .......................        29        70        19        50
                                         -------   -------   -------   -------
       Diluted weighted average shares    11,157    12,035    11,281    12,037
                                         -------   -------   -------   -------
Shares (denominator) used for
  basic per share computations:
    Weighted average shares of common
       stock outstanding .............    11,128    11,965    11,262    11,987
                                         -------   -------   -------   -------

Net income per share data:
    Diluted ..........................   $  0.40   $  0.24   $  1.01   $  0.71
                                         =======   =======   =======   =======

    Basic ............................   $  0.40   $  0.24   $  1.01   $  0.72
                                         =======   =======   =======   =======
</TABLE>
Options to purchase 518,000 and 70,000 shares were outstanding at June 30, 1999,
and 1998,  respectively and were excluded from the calculation above because the
exercise prices on the options were greater than the average market price of the
Company's stock for the periods.

5.  COMPREHENSIVE INCOME:

Effective October 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No. 130,  "Reporting  Comprehensive  Income"  issued by the Financial
Accounting Standards Board in June 1997.  Comprehensive income is defined as all
changes in equity  during the period  except those  resulting  from  shareholder
equity  contributions  and  distributions.  Comprehensive  income  comprises net
income and unrealized gains and losses on foreign currency translations.
Comprehensive income is summarized as follows:

<TABLE>
<CAPTION>

(Amounts in thousands,                Three Months Ended     Nine Months Ended
except per share data, unaudited)           June 30               June 30
--------------------------------------------------------------------------------
                                        1999       1998       1999        1998
                                   ---------------------------------------------
<S>                                   <C>        <C>        <C>         <C>
Net income ........................   $  4,482   $  2,857   $ 11,366    $  8,582
    Foreign currency translation
        adjustment ................         26       --         (735)       --
                                      --------   --------   --------    --------
    Comprehensive income ..........   $  4,508   $  2,857   $ 10,631    $  8,582
                                      ========   ========   ========    ========
</TABLE>
The  Company  does  not  provide  for U.S.  income  taxes  on  foreign  currency
translation  adjustments  because  it  does  not  provide  for  such  taxes  on
undistributed earnings of foreign subsidiaries.


                                       7
<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 year
2000  noncompliance  or  other  business   interruptions   affecting  automotive
manufacturers;  competitive  factors such as pricing and  availability of steel;
reliance on key customers;  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 record third quarter sales of  $109,248,000  for the
fiscal quarter ended June 30, 1999, an increase of 13% from sales of $96,389,000
for the third  quarter  ended June 30, 1998.  The Roberts  Steel  Company (now a
wholly owned  subsidiary of Steel  Technologies  Ohio)  acquired on July 1, 1998
added  $5,555,000  of revenues for the third  quarter of fiscal  1999.  Sales of
existing Steel  Technologies  processing  operations  increased by approximately
$7,304,000 or 8% from a year ago.

Sales for the nine months ended June 30, 1999  increased by 7%, to  $314,342,000
compared  to  $294,125,000  for the  nine  months  ended  June 30,  1998.  Steel
Technologies Ohio contributed  $16,300,000 in revenues for the nine months ended
June 30,  1999.  Sales of  existing  Steel  Technologies  processing  operations
increased by approximately  $3,917,000 or 1% from the previous year's first nine
months.

The Company continues to focus significant  resources on the automotive industry
and  generates a major  portion of business  from selling to  customers  who are
manufacturing component parts to the automotive industry.

Tons  shipped in the third  quarter  and nine  months of fiscal  1999  increased
approximately 17% and 13%,  respectively  compared to the third quarter and nine
months of fiscal 1998. Average selling prices of steel for the third quarter and
nine months of fiscal 1999 decreased  approximately 4% and 5%, respectively from
the  previous  year.  The sales  outlook is solid  based on order  activity  and
backlogs.

The gross profit margin was 14.8% and 13.9% in the third quarter and nine months
of fiscal 1999,  respectively  compared to 12.3% and 11.7% in the third  quarter
and nine months of fiscal 1998,  respectively.  The improvements are primarily a
result of product mix improvements,  productivity  increases, a reduction in raw
materials prices and other operating cost reductions. The Company expects stable
and, in some cases, a slight increase in the price of raw materials,  especially
in hot rolled  steel.  Strong  demand for steel  products  and  reduction in the
amount of foreign steel imports have resulted in firmer raw material prices.  As
a result of trade suits initiated by U.S.  producers  against Japan,  Russia and
Brazil,  the supply of steel from  foreign  producers  has  declined  in 1999 as
compared to 1998, and most likely will result in domestic  producers  increasing
raw material  prices.  Should raw material  prices  increase,  margins  would be
negatively  impacted in the event that  corresponding  sales price increases are
not passed on to customers.  The production  cost  efficiencies  associated with
anticipated higher sales volumes is expected to positively impact gross margins.
Additionally, the Company's pickling facility and blanking lines are expected to
increase the amount of higher margin toll processing  revenue.  Toll processing,
primarily of  customer-owned  steel,  generates higher gross margin  percentages
than the traditional processing of Company-owned steel.

Steel  Technologies  continues  to actively  manage the level at which  selling,
general  and  administrative  costs  are added to its cost  structure.  Selling,
general  and   administrative   costs  increased   approximately  20%  and  18%,
respectively  from the  comparable  third quarter and nine months of fiscal 1998
period.  Selling,  general and administrative  expenses as a percentage of sales
were 6.3% for the third quarter of fiscal 1999 as compared to 5.9% for the third
quarter of fiscal  1998.  Selling,  general  and  administrative  expenses  as a
percentage of sales were 6.2% for the nine months ended June 30, 1999,  compared
to 5.7% for the nine months  ended June 30, 1998.  The  increase  was  primarily
attributable to the additional  expenses from the addition of Steel Technologies
Ohio,  and  additional  marketing  expenses  to  support  sales  growth of Steel
Technologies Carolinas and Mexico.

The  Company's  share  of the  income  of  Mi-Tech  Steel,  Inc.,  (Mi-Tech)  an
unconsolidated corporate joint venture, was $355,000 and $627,000,  respectively
for the third  quarter  and nine  months of fiscal  1999  compared to $8,000 and
$768,000,  respectively  for the third  quarter and nine  months  ended June 30,
1998.  Improvements  in demand for  Mi-Tech  products  and  services  positively
impacted  Mi-Tech's  profitability  for the  third  quarter  of  fiscal  1999 as
compared to the comparable period of fiscal 1998. The Company expects a positive
contribution from Mi-Tech for the final quarter of fiscal 1999.

                                       8
<PAGE>

Interest  expense was  $2,412,000  and $5,940,000 for the third quarter and nine
months of fiscal  1999  compared  to  $1,372,000  and  $4,421,000  for the third
quarter and nine  months of fiscal  1998.  The  increase is the result of higher
average  borrowings used to finance the acquisition of Roberts Steel Company and
the charges from an interest  rate swap  valuation.  The interest  rate swap was
terminated on June 30, 1999 and a deferred gain will be amortized as a reduction
of interest expense starting in July 1999.

The  Company's  effective  income  tax rate was  approximately  37.8% and 39.1%,
respectively  for the third  quarter and nine months of fiscal 1999  compared to
40.8% and 39.3% for the  comparable  periods of fiscal  1998.  The  decrease  is
attributable to a higher  percentage of overall  earnings from the Mi-Tech joint
venture, which are not fully taxable to the Company. Also, the decrease reflects
a lower effective rate for the Mexican subsidiary.

Liquidity and Capital Resources

At June 30,  1999,  Steel  Technologies  had  $86,739,000  of  working  capital,
maintained  a  current  ratio  of  2.7:1  and had  total  debt  at 45% of  total
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  nine  months of fiscal
1999,  increased  profit levels  contributed to the generation of $17,761,000 of
cash flows from operations.  Cash flows from operations and available  borrowing
capabilities  are  expected  to meet the  needs of the  Company  throughout  the
balance of fiscal 1999.

Capital expenditures for the nine months of fiscal 1999 totaled $13,171,000. The
major expenditures were for the construction of the new Berkley,  South Carolina
plant, the partial construction of the Ohio plant expansion, the purchase of the
building  for the Ohio  operation  and the purchase of property and building for
the North Carolina operation.  Steel Technologies continues to expand production
capacity and processing facilities to serve the growing needs of customers.  The
capital additions for all facilities are expected to approximate $16,000,000 for
fiscal 1999.

Steel Technologies maintains an equity investment of approximately $8,739,000 in
its  90%  owned  Mexican   subsidiary.   The  Mexican   economy  was  considered
hyper-inflationary  for financial reporting until January 1, 1999.  Accordingly,
the Company used the  monetary/non-monetary  method of accounting. As of January
1, 1999, the Mexican  subsidiary uses the peso as the functional  currency.  The
Company   started  using  the  current  rate  method  of  translating  the  peso
denominated  financial  information  in  U.S.  dollar  and  reports  translation
adjustments in comprehensive income. Due to the costs of hedging currency risks,
the Company has not entered into any hedging arrangements

Steel Technologies maintains an equity investment,  principally in the preferred
stock of Processing  Technology,  Inc., a corporate  joint venture.  The Company
periodically evaluates the possible conversion of the preferred stock investment
into common  stock of  Processing  Technology,  Inc. The decision to convert the
investment  to  common  stock  will be based  upon the joint  venture  attaining
certain financial criteria  established by Steel Technologies.  Upon conversion,
the Company  would be obligated to guarantee a  proportionate  share,  currently
approximating $8,700,000 of the joint venture's loan and lease commitments.  The
conversion is not expected to occur in the near term.

In December 1998, the Company  increased the limit on the unsecured bank line of
credit  from  $80,000,000  to  $100,000,000.  As of June  30,  1999,  there  was
$58,000,000  outstanding on the credit facility. At this time the Company has no
known material obligations,  commitments or demands which must be met beyond the
next twelve  months  other than the  ten-year  private  placement  notes and the
unsecured  bank line of credit.  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.

At  June  30,  1999,  Steel  Technologies  had  $91,277,000  of  long-term  debt
outstanding.  Under  various  debt  agreements,  the Company  agrees to maintain
specified  levels of working capital and net worth,  maintain certain ratios and
limit the addition of substantial  debt.  The Company is in compliance  with all
loan  covenants,  and none of these  covenants  would restrict the completion of
currently planned capital expenditures.

On June 30, Steel  Technologies  terminated  its  long-term  interest  rate swap
agreement,  which  was  entered  into  to  reduce  the  risk  of  interest  rate
variability.  Under the  contract,  the  Company  agreed with  another  party to
exchange quarterly the difference  between  variable-rate and fixed-rate amounts
calculated  on a  notional  principal  amount of  $30,000,000.  The  transaction
generated a deferred gain of $958,000 of which  $383,000 was classified as short
term and $575,000 was classified as long term on June 30, 1999. The gain will be
amortized  over a  period  of 30  months  as a  reduction  of  interest  expense
beginning on July 1, 1999.

                                      9
<PAGE>
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. In October 1998, Steel Technologies  contributed  $600,000 in equity to
Mi-Tech  for  the  start-up  of  a  steel  processing  facility  in  San  Diego,
California.  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.

During  1998,  the  Board  of  Directors  approved  a  plan  under  which  Steel
Technologies may repurchase up to 1,500,000  shares of its common stock.  Shares
may be  purchased  from  time to  time  at  prevailing  prices  in  open  market
transactions,   subject   to   market   conditions,   share   price   and  other
considerations. During the third quarter of fiscal 1999, the Company repurchased
7,000 shares of its common stock at  prevailing  market  prices.  As of June 30,
1999,  the Company had  repurchased a total of  approximately  880,000 shares of
common stock at prevailing market prices.

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.

Year 2000 Compliance

Steel Technologies' Year 2000 project (Project) addresses the issue of using two
digits,  rather  than four,  to define the  century.  Any  programs  with a time
sensitive  software may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or systems failures.

The  Project  focuses   primarily  in  the  following   areas:   infrastructure,
applications,   manufacturing,   third  party  suppliers  and  customers.  Steel
Technologies has contracted  Electronic Data Systems (EDS) to manage the Project
and make the necessary remediations.

The Project  addresses nine phases:  inventorying of Year 2000 compliance items;
assessing  priorities to identified  items;  determining  the materiality of the
Year 2000 compliance items;  repairing or replacing material items not Year 2000
compliant;  testing material items;  and  implementing  contingency and business
continuation plans for each Company location.

The infrastructure  section consists of hardware and systems software other than
application  software.  The Company  completed all of the testing,  remediating,
upgrading or replacing of hardware and systems software as of June 30, 1999.

The  application  software  section  includes both the conversion of application
software that is not Year 2000 compliant and, where applicable,  the replacement
of software. As of June 30, 1999, all of the application software was tested and
remedied.

The manufacturing  section of the Project relates to the hardware,  software and
associated  embedded  computer  chips  that  are  used in the  operation  of all
facilities. The Company estimates that 10 percent of the manufacturing equipment
is  dependent  on date  sensitive  software  and that  all of the  manufacturing
equipment is Year 2000 compliant at June 30, 1999.

The third  party  suppliers  and  customers  section  includes  the  process  of
identifying and prioritizing  critical suppliers and customers and communicating
with them about their plans and progress in  addressing  the Year 2000  problem.
Detailed  evaluations  of the most critical  third parties were  completed as of
December 31, 1998 and communications with third parties are continuing.

Contingency  planning for all areas  started in January 1999 was completed as of
June 30, 1999. Alternate suppliers have been defined and additional  inventories
of raw and finished goods will be added. In some areas, manual methods have been
defined for possible use.

The total cost  related to becoming  Year 2000  compliant  is not expected to be
material to the Company's  financial  position.  The  acquisition of a mid-range
computer in 1995  minimized  the exposure to Year 2000  problems.  The estimated
cost of the Year 2000 Project is approximately  $200,000 of which  approximately
$150,000  was  expensed  in the first nine months of fiscal 1999 and $50,000 was
expensed as of the end of the Company's fiscal year ended September 30, 1998.

The  failure  to  correct  a  material  Year  2000  problem  could  result in an
interruption   in,  or  failure  of,  certain  normal  business   activities  or
operations.  Such failures could  materially and adversely  affect the Company's
results of  operations,  liquidity and financial  condition.  Due to the general
uncertainty  inherent  in the  Year  2000  problem,  resulting  mostly  from the
uncertainty of the Year 2000  readiness of third-party  suppliers and customers,
the Company is unable to determine at this time whether the consequences of Year
2000  failures  will  have  a  material  impact  on  the  Company's  results  of
operations,  liquidity or financial condition. The Year 2000 Project is expected
to significantly  reduce the Company's level of uncertainty  about the Year 2000
problem and, in particular,  about the Year 2000 compliance and readiness of its
material external agents.  The Company believes that, with the completion of the
Project as scheduled,  the  possibility of significant  interruptions  of normal
operations should be reduced.

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<PAGE>



       Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material  change  during the first nine months  ended June 30,
1999,  other than the termination of the interest rate swap agreement,  from the
disclosures  about market risk provided in the Company's  Annual Report 10-K for
the year ended September 30, 1998.


                    Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibit is filed as a part of this report:

EXHIBIT 27  -- FINANCIAL DATA SCHEDULE


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<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 August 13, 1999
















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