SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q
                                   (Mark One)
                   [X] QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2005

                                       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 12,922,050 shares outstanding of the Registrant's  common stock as of
April 30, 2005.


<PAGE>





                             STEEL TECHNOLOGIES INC.

                                      INDEX



                                                                     Page Number
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets
        March 31, 2005 and September 30, 2004 .............................  3

        Condensed Consolidated Statements of Income and
        Comprehensive Income Three and SIx Months Ended
        March 31, 2005 and 2004 ...........................................  4

        Condensed Consolidated Statements of Cash Flows Six Months
        Ended March 31, 2005 and 2004 .....................................  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 .............................................................. 21

Item 4. Controls and Procedures ........................................... 21

PART II.OTHER INFORMATION

Item 6. Exhibits .......................................................... 22

Signature ................................................................. 22

Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002

Exhibit 31.2 Certification of Chief Financial Officer 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, except shares)                           March 31    September 30
(Unaudited)                                               2005           2004
--------------------------------------------------------------------------------
 <S>                                                   <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents ...................      $   8,638       $   2,273
   Trade accounts receivable, net ..............        116,473         123,546
   Inventories .................................        200,925         178,490
   Deferred income taxes .......................          2,424           2,471
   Prepaid expenses and other assets ...........          4,096           5,629
                                                      ---------       ---------
      Total current assets .....................        332,556         312,409

Property, plant and equipment, net .............        110,756         108,593
Investments in and advances to unconsolidated
   affiliates ..................................         25,574          22,312
Goodwill .......................................         18,148          18,148
Other assets ...................................          2,421           1,544
                                                      ---------       ---------
                                                      $ 489,455       $ 463,006
                                                      =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................      $  86,473       $  90,859
   Accrued liabilities .........................         17,059          14,901
   Income taxes payable ........................          5,939           6,278
                                                      ---------       ---------
      Total current liabilities ................        109,471         112,038

Long-term debt .................................        112,000         114,000
Deferred income taxes ..........................         18,111          18,295
Other long-term liabilities.....................          1,140             424
                                                      ---------       ---------
      Total liabilities ........................        240,722         244,757
                                                      ---------       ---------
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:
    12,920,776 at March 31, 2005 and
    12,804,073 at September 30, 2004............         70,560          69,466
   Treasury stock at cost:  2,634,716 shares at
    March 31, 2005 and 2,626,742 at September
    30, 2004....................................        (24,465)        (24,238)
   Additional paid-in capital ..................          5,170           5,170
   Retained earnings ...........................        202,612         174,025
   Accumulated other comprehensive loss ........         (5,144)         (6,174)
                                                      ---------       ---------
      Total shareholders' equity ...............        248,733         218,249
                                                      ---------       ---------
                                                      $ 489,455       $ 463,006
                                                      =========       =========
</TABLE>


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

                             STEEL TECHNOLOGIES INC.
                   Condensed Consolidated Statements of Income
<TABLE>
<CAPTION>
(In thousands, except per share data)   Three Months Ended     Six Months Ended
(Unaudited)                                  March 31              March 31
--------------------------------------------------------------------------------
                                        2005       2004       2005       2004
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>        <C>
Sales ................................ $286,958   $184,842   $540,974  $315,631
Cost of goods sold ...................  255,268    165,266    476,838   285,278
                                       --------   --------   --------  --------
      Gross profit ...................   31,690     19,576     64,136    30,353

Selling, general and
   administrative expenses ...........    9,624      8,474     19,745    15,090
Equity in net income of unconsolidated
   affiliates ........................    1,746        687      3,217     1,169
                                       --------   --------   --------   -------
   Operating income ..................   23,812     11,789     47,608    16,432

Interest expense, net ................    1,330      1,047      2,509     2,059
(Gain) loss on disposals/writeoffs of
   property, plant and equipment .....      (18)        12        (18)       12
                                       --------   --------   --------   -------
   Income before income taxes ........   22,500     10,730     45,117    14,361

Provision for income taxes ...........    7,146      3,828     15,246     5,061
                                       --------   --------   --------   -------
    Net income ....................... $ 15,354   $  6,902   $ 29,871   $ 9,300
                                       --------   --------   --------   -------
Diluted weighted average number of
   common shares outstanding .........   13,104     10,098     13,097    10,037
                                       ========   ========   ========   =======

Diluted earnings per common share .... $   1.17   $   0.68   $   2.28   $  0.93
                                       ========   ========   ========   =======

Basic weighted average number of
   common shares outstanding .........   12,890      9,835     12,865     9,807
                                       ========   ========   ========   =======

Basic earnings per common share ...... $   1.19   $   0.70   $   2.32   $  0.95
                                       ========   ========   ========   =======

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


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

(In thousands)                        Three Months Ended     Six Months Ended
(Unaudited)                                March 31              March 31
--------------------------------------------------------------------------------
                                        2005       2004       2005       2004
                                      ------------------------------------------
<S>                                   <C>        <C>        <C>       <C>
Net income ........................... $ 15,354   $  6,902   $  29,871  $ 9,300
  Foreign currency translation
        adjustment ...................      532        532       1,030     (169)
  Decrease in unrealized loss on cash
        flow hedges, net of taxes ....       -          78         -        159
                                       --------   --------    --------  --------
Comprehensive income ................. $ 15,886    $ 7,512    $ 30,901  $ 9,290
                                       ========   ========    ========  ========
</TABLE>
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.


                                       4
<PAGE>

                             STEEL TECHNOLOGIES INC.
                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
(In thousands)                                               Six Months Ended
(Unaudited)                                                      March 31
--------------------------------------------------------------------------------
                                                             2005       2004
                                                           ---------------------
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .........................................   $ 29,871    $  9,300
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
       Depreciation ...................................      7,453       7,380
       Deferred income taxes ..........................       (293)        178
       Equity in net income of unconsolidated
        affiliates ....................................     (3,217)     (1,169)
       (Gain) loss on disposals/writeoffs of property,
        plant and equipment ...........................        (18)         12
       Increase (decrease) in cash resulting from
         changes in:
             Trade accounts receivable ................      7,676     (31,445)
             Inventories ..............................    (21,780)    (34,816)
             Prepaids expenses and other assets .......        702       1,169
             Accounts payable .........................     (4,773)     27,314
             Accrued liabilities and income taxes .....      2,284       6,618
                                                          --------    --------
Net cash provided by (used in) operating activities ...     17,905     (15,459)
                                                          --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment .........     (9,434)     (8,561)
   Proceeds from sale of property, plant and equipment         116          -
                                                          --------    --------
Net cash used in investing activities .................     (9,318)     (8,561)
                                                          --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt .......................     78,000      32,000
   Principal payments on long-term debt ...............    (80,000)    (53,720)
   Cash dividends on common stock .....................     (1,284)       (979)
   Net issuance of common stock .......................        867      47,547
   Other ..............................................         -          175
                                                          --------    --------
Net cash (used in) provided by financing activities ...     (2,417)     25,023
                                                          --------    --------
Effect of exchange rate changes on cash ...............        195         (23)
                                                          --------    --------
Net increase in cash and cash equivalents .............      6,365         980
Cash and cash equivalents, beginning of year ..........      2,273       2,758
                                                          --------    --------
Cash and cash equivalents, end of period ..............   $  8,638    $  3,738
                                                          ========    ========
Supplemental Cash Flow Disclosures:
Cash payment for interest .............................   $  1,634    $  2,302
                                                          ========    ========
Cash payment for income taxes .........................   $ 15,507    $  1,369
                                                          ========    ========


</TABLE>

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

                                       5
<PAGE>

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

1.  BASIS OF PRESENTATION:

The condensed  consolidated balance sheet as of March 31, 2005 and the condensed
consolidated statements of income and comprehensive income for the three and six
months ended March 31, 2005 and 2004, and condensed  consolidated cash flows for
the six  months  ended  March 31,  2005 and 2004,  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 as
of and for the three and six months  ended  March 31,  2005 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, 2004.  The results of operations
for the three and six months ended March 31, 2005 are not necessarily indicative
of the operating results for the full year.


2.  INVENTORIES:

<TABLE>
<CAPTION>
Inventories consists of:


(In thousands)                                        March 31     September 30
(Unaudited))                                            2004           2004
-------------------------------------------------------------------------------
<S>                                                 <C>           <C>
Raw materials ....................................   $  141,748   $  132,570
Finished goods and work in process ...............       59,177       45,920
                                                     ----------   ----------
                                                     $  200,925   $  178,490
                                                     ==========   ==========
</TABLE>


3.  STOCK OPTIONS

At March 31,  2005,  the Company had  stock-based  compensation  plans which are
described more fully in Note 14 of Notes to Consolidated Financial Statements in
our Annual Report on Form 10-K for the fiscal year ended  September 30, 2004. 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 at least 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

                                       6
<PAGE>


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:



<table>
<caption>
(In thousands except per share data)        Three Months Ended  Six Months Ended
(Unaudited)                                      March 31           March 31
-------------------------------------------------------------------------------
                                               2005     2004     2005    2004
                                              ------   ------   ------  ------
<S>                                           <C>      <C>      <C>     <C>
Net income - as reported                      $15,354  $6,902   $29,871  $9,300
Total stock-based employee compensation
   expense determined under
   fair value method for all awards,
   net of taxes                                    54      82       110     168
                                              -------  ------   -------  ------
Net income - pro forma                        $15,300  $6,820   $29,761  $9,132
                                              =======  ======   =======  ======

Diluted net income per share - as reported    $ 1.17   $ 0.68   $ 2.28  $ 0.93
Diluted net income per share - pro forma      $ 1.17   $ 0.68   $ 2.28  $ 0.92
Basic net income per share - as reported      $ 1.19   $ 0.70   $ 2.32  $ 0.95
Basic net income per share - pro forma        $ 1.19   $ 0.69   $ 2.31  $ 0.93
</table>


4.  NET INCOME PER SHARE COMPUTATIONS:

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

(In thousands, except per share data)                       Three Months Ended
(Unaudited)                                                      March 31
--------------------------------------------------------------------------------
                                                             2005        2004
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $  15,354   $   6,902
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................      12,890       9,835
    Plus: dilutive effect of stock options ............         214         263
                                                          ---------   ---------
           Diluted weighted average shares ............   $  13,104   $  10,098
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................      12,890       9,835
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    1.17   $    0.68
                                                          =========   =========
    Basic .............................................   $    1.19   $    0.70
                                                          =========   =========
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>

(In thousands, except per share data)                        Six Months Ended
(Unaudited)                                                      March 31
--------------------------------------------------------------------------------
                                                             2005        2004
                                                          ----------------------
<S>                                                       <C>         <C>
Net income ............................................   $  29,871   $   9,300
                                                          ---------   ---------
Shares (denominator) used for diluted
   per share computations:
    Weighted average shares of common  stock
        outstanding ...................................      12,865       9,807
    Plus: dilutive effect of stock options ............         232         230
                                                          ---------   ---------
           Diluted weighted average shares ............   $  13,097   $  10,037
                                                          ---------   ---------
Shares (denominator) used for basic per
   share computations:
   Weighted average shares of common stock
       outstanding ....................................      12,865       9,807
                                                          ---------   ---------
Net income per share data:
    Diluted ...........................................   $    2.28   $    0.93
                                                          =========   =========
    Basic .............................................   $    2.32   $    0.95
                                                          =========   =========
</TABLE>
All  outstanding  options  are  included  in  the  diluted  earnings  per  share
calculation above for the three and six months ended March 31, 2005 and 2004.


5.  RELATED PARTIES

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

<TABLE>
<CAPTION>
(In Thousands)          Three Months Ended            Six Months Ended
(Unaudited)                  March 31                     March 31
-----------------      ---------------------      -----------------------
                         2005         2004          2005           2004
                         ----         ----          ----           ----

                    <c>          <c>           <c>            <c>
Sales                  $80,859      $49,317       $151,400        $91,113
Gross profit             8,177        3,950         15,216          6,750
Net income               3,352        1,234          6,153          2,026
</TABLE>

The Company has various  transactions  with Mi-Tech Steel.  Both the Company and
Mi-Tech  Steel buy and sell  products and services at  prevailing  market prices
from each other.  Beginning in February 2005, the Company incurred expenses from
Mi-Tech Steel for toll processing and storage services  provided at its Decatur,
Alabama facility at agreed upon rates. Prior to February 2005, Mi-Tech Steel was
reimbursed for operating costs incurred at its Decatur,  Alabama facility by its
owners.  Equity in the net income of Mi-Tech Steel and management fee income are
also  included in  operating  income of the Company.  A summary of  transactions
between  the Company and  Mi-Tech  Steel  during the three and six months  ended
March 31, 2005 and 2004 follows:

                                       8

<PAGE>

<TABLE>
<CAPTION>
(In Thousands)                     Three Months Ended          Six Months Ended
(Unaudited)                             March 31                   March 31
-----------------                 ---------------------     --------------------
                                    2005         2004         2005        2004
                                    ----         ----         ----        ----

                                <c>          <c>         <c>         <c>
Sales to Mi-Tech Steel              $  993       $  694      $ 1,817    $ 1,198
Purchases from and expense
   reimbursements to Mi-Tech Steel     602          219        1,139        434
Interest income from Mi-Tech Steel      24           16           44         16
Equity in net income of
   Mi-Tech Steel                     1,676          617        3,077      1,013

</TABLE>


As a result of the transactions  above,  accounts  receivable from Mi-Tech Steel
was  $480,000  and  $612,000  as of March  31,  2005  and  September  30,  2004,
respectively,  and accounts payable to Mi-Tech Steel was $300,000 and $1,285,000
as of March 31, 2005 and September 30, 2004, respectively.

During the three and six months ended March 31, 2005, the Company recorded sales
of  $4,756,000  and  $12,227,000,  respectively,  for scrap  products  sold to a
company  owned by an officer and  director  of the Company  compared to sales of
$4,866,000 and $7,564,000,  respectively,  during the three and six months ended
March  31,  2004.  Accounts  receivable  from the  aforementioned  company  were
$2,626,000  and  $4,714,000  as of  March  31,  2005  and  September  30,  2004,
respectively.  Management  reports these  transactions to the Audit Committee of
the Board of Directors as frequently as requested by the Committee, but at least
annually.  Most  recently,  in April  2005,  the Audit  Committee  reviewed  and
approved  these  transactions.  The Company has the ability to continue or cease
selling scrap steel to this company at any time.


6.  IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On December 16, 2004,  the Financial  Accounting  Standards  Board (FASB) issued
SFAS No.  123(R),  "Share-Based  Payment,"  that  addresses the  accounting  for
share-based  payment  transactions  in which  an  enterprise  receives  employee
services  in  exchange  for (a)  equity  instruments  of the  enterprise  or (b)
liabilities  that  are  based  on the  fair  value  of the  enterprise's  equity
instruments  or that may be settled by the issuance of such equity  instruments.
SFAS No. 123(R)  eliminates the ability to account for share-based  compensation
transactions   using  APB  Opinion  No.  25  and  requires   instead  that  such
transactions be accounted for using a fair-value-based  method.  SFAS No. 123(R)
is effective for any annual period beginning after June 15, 2005. The Company is
currently analyzing the impact of SFAS No. 123(R).

On October 22, 2004 the  American  Jobs  Creation  Act of 2004 was passed and is
effective  for our fiscal year ended  September  30,  2006.  This law provides a
phased  in  deduction  for  a  percentage  of  qualified  income  from  domestic
production activities.  The Company will assess the impact of this change in tax
law as further authoritative guidance becomes available.

                                       9
<PAGE>

In November 2004, the FASB issued SFAS No. 151,  "Inventory Costs - an Amendment
of ARB No.  43."  SFAS No. 151 amends  the  guidance  in ARB No. 43,  Chapter 4,
"Inventory  Pricing," to clarify the  accounting  for  abnormal  amounts of idle
facility expense, freight, handling costs, and spoilage, and requires that these
items be recognized as  current-period  charges  regardless of whether they meet
the  criterion  of "so  abnormal."  In  addition,  SFAS No.  151  requires  that
allocation of fixed production  overheads to the costs of conversion be based on
the normal  capacity of the production  facilities.   The provisions of SFAS No.
151 are effective for inventory  costs  incurred  during fiscal years  beginning
after June 15, 2005, with earlier application  permitted.   The Company does not
expect the adoption of SFAS No. 151 will have a material 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  words  "expects,"  "intends,"
"anticipates," "believes" 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 condensed 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, 2004.

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  and  makes   adjustments  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.

     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

                                       11
<PAGE>


     of  write-offs,  sales,  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
     beyond previously established terms, additional allowances may be required.
     Uncollectible accounts receivable are written off against the allowance for
     doubtful   accounts   receivable  when   management   determines  that  the
     probability of payment is remote and collections efforts have ceased.

     Long-Lived Assets
     -----------------

     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  undiscounted 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  undiscounted  cash flows value is required.
     Future changes in circumstances,  cash flow estimates and estimates of 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 the 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 the 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  the  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.

Overview
--------

We are one of the largest  independent  flat-rolled  steel  processors  in North
America.   Our  North  American   platform  of  20  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

                                       12
<PAGE>


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.  In recent years,
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.

For the three  months  ended March 31,  2005,  sales  increased  55% to a record
$287.0 million from $184.8 million in the same period a year ago. Net income for
the second  quarter  increased  to a record  $15.4  million or $1.17 per diluted
share compared with net income of $6.9 million or $0.68 per diluted share in the
same period a year ago on approximately 30% more weighted average diluted shares
outstanding,  which resulted from our successful completion of a secondary stock
offering of 2.9 million  shares in March  2004.  Results for the second  quarter
2005 included an income tax benefit of approximately  $0.06 per diluted share as
a result of changes in the tax laws  effective  January 1, 2005 for our  Mexican
operations.

For the first six months of fiscal 2005 sales  increased  71% to a record $541.0
million and year to date net income increased to a record $29.9 million or $2.28
per diluted  share from $9.3 million or $0.93 per diluted share in the first six
months of fiscal 2004, on approximately 30% more weighted average diluted shares
outstanding.

Our results reflect continued strong contributions from all operations,  greater
operating leverage from consistent  volumes and cost controls,  a strong pricing
environment and substantial growth from our Mi-Tech Steel joint venture.

Our tons sold of  company-owned  steel  products in our second quarter of fiscal
2005 were  325,000,  reflecting a decrease of 2.5% over the record levels of our
second  quarter of fiscal 2004.  Record  shipments  during the second quarter of
fiscal  2004 were  positively  impacted by greater  demand  during a tight steel
environment.  We expect our tons sold for the third quarter to be similar to the
second quarter levels.

We continue to see softening in spot market prices for our raw materials.  While
average transaction prices continue to remain at high historic levels, we expect
to see our  average  selling  price  reduced  by  approximately  5% in our third
quarter as compared to our second quarter of fiscal 2005.

Our largest unconsolidated affiliate,  Mi-Tech Steel, Inc. (Mi-Tech Steel), also
produced  record  results in sales,  volume  shipped  and  profits in the second
quarter of fiscal  2005.  Mi-Tech  Steel  plays an  important  role in our North
American  platform  and  continues to benefit  from strong  Japanese  transplant
automotive production growth.  Mi-Tech Steel reported 64% growth in sales in the
second  quarter of fiscal  2005  compared  to the second  quarter of

                                       13
<PAGE>


fiscal 2004 resulting in significantly higher contributions to our earnings.  We
anticipate  Mi-Tech  Steel's  revenues to grow by  approximately  40% during the
third quarter of fiscal 2005 compared to the third quarter of fiscal 2004.

The steel producing industry continues to experience global consolidation.  This
dynamic  has  created  a  stronger  North  American  supply  base  with  a  more
disciplined approach to the market. As this consolidation continues, we continue
to be well aligned with the leading  steel  producers to meet our future  growth
objectives.  We remain  committed  to  building  upon our  strong  customer  and
supplier  relationships  as we bring value to the supply chain through our North
American processing platform.

Our continued  strong  results have allowed us to reduce our bank  borrowings by
$28 million during our second quarter of fiscal 2005 and increase our semiannual
dividend by 50% to $0.15 per share.  As we  continue  to  generate  cash we will
continue to implement our growth strategies focused on acquisitions, investments
in current  operations,  greenfield  expansions and  investments in our existing
joint  ventures.  We intend to invest $17 million in capital  projects in fiscal
2005.  These  projects  will  enhance  our  capabilities  by  further  expanding
capacity, improving quality and service to our customers and lowering conversion
costs of current operations.



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

<table>
<caption>


                                  For the Three Months Ended March 31
                                         2005              2004
                                   ---------------  ------------------
                                            % of              % of         %
(Unaudited)                        Actual   Sales    Actual   Sales      Change
--------------------------------- -------- -------  -------- --------- --------

                              <c>       <c>      <c>       <c>         <c>
Sales                            $286,958  100.0%   $184,842  100.0%      55%
Gross profit                       31,690   11.0      19,576   10.6       62
Selling, general and
   administrative expenses          9,624    3.3       8,474    4.6       14
Equity in net income of
   unconsolidated affiliates        1,746    0.6         687    0.4      154
Operating income                   23,812    8.3      11,789    6.4      102
Interest expense, net               1,330    0.5       1,047    0.6       27
Net income                         15,354    5.4       6,902    3.7      122
Diluted earnings per common share   $1.17              $0.68              72


Other data
----------
Average days sales outstanding      36.5               51.6              (29)
Inventory turnover                   5.1                5.6               (9)
Return on equity (annualized)       24.7%              14.2%              73

</table>


                                       14

<PAGE>


 <table>
<caption>


                                    For the Six Months Ended March 31
                                         2005              2004
                                   ---------------  ------------------
                                            % of              % of         %
(Unaudited)                        Actual   Sales    Actual   Sales      Change
--------------------------------- -------- -------  -------- --------- --------

                              <c>       <c>      <c>       <c>         <c>
Sales                            $540,974  100.0%   $315,631  100.0%      71%
Gross profit                       64,136   11.9      30,353    9.6      111
Selling, general and
   administrative expenses         19,745    3.7      15,090    4.8       31
Equity in net income of
   unconsolidated affiliates        3,217    0.6       1,169    0.4      175
Operating income                   47,608    8.8      16,432    5.2      190
Interest expense, net               2,509    0.5       2,059    0.7       22
Net income                         29,871    5.5       9,300    3.0      221
Diluted earnings per common share   $2.28              $0.93             145
Cash dividends per common share     $0.10              $0.10              -

</TABLE>



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

     Sales
     -----

     We posted net sales of $286,958,000  for the second quarter ended March 31,
     2005, an increase of 55% from sales of  $184,842,000  for the second fiscal
     quarter ended March 31, 2004. Tons shipped of company-owned  steel products
     in the  second  quarter  of fiscal  2005  decreased  approximately  2.5% to
     325,000  tons  compared  to the  second  quarter  of  fiscal  2004.  Record
     shipments last year were  positively  impacted by greater demand in a tight
     steel  environment.  The  average  selling  price  of  company-owned  steel
     products increased  approximately 62% for the second quarter of fiscal 2005
     as compared to the second quarter of fiscal 2004.

     Sales  for  the  six  months  ended  March  31,  2005  increased  by 71% to
     $540,974,000  compared to  $315,631,000  for the six months ended March 31,
     2004.  Tons  shipped in the first six months of fiscal  2005  increased  6%
     compared to the first six months of fiscal 2004.  Average selling prices of
     steel for the first six months of fiscal 2005 increased  approximately  60%
     compared to fiscal 2004.

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

     Our gross  profit  margin  was 11.0% in the second  quarter of fiscal  2005
     compared to 10.6% in the second quarter of fiscal 2004.  Cost of goods sold
     increased 54.5% in the second quarter of fiscal 2005 compared to the second
     quarter of fiscal 2004. Cost of materials sold increased $89,105,000 in the
     second  quarter of fiscal 2005 due to  increased  raw material  costs.  The
     remaining  increase  in cost of goods sold in the second  quarter of fiscal
     2005 was $897,000 and was  primarily a result of increased  labor costs and
     related fringe benefits.

                                     15
<PAGE>


     For the first six months of fiscal 2005 our gross  profit  margin was 11.9%
     compared  to 9.6% for the first six  months of fiscal  2004.  Cost of goods
     sold increased 67.2% in the first six months of fiscal 2005 compared to the
     first  six  months  of  fiscal  2004.  Cost  of  materials  sold  increased
     $186,637,000  primarily  due to higher raw material  costs.  The  remaining
     increase  in cost of goods sold for the six  months  ended  March 31,  2005
     compared  to March  31,  2004 of  $4,923,000  was  primarily  a  result  of
     increased labor costs, related fringe benefits and increased delivery costs
     from higher sales volume.

     Our gross profit margin declined slightly to 11.0% in the second quarter of
     fiscal  2005 from  12.8% in the first  quarter  of fiscal  2005.  As we see
     increased   availability   of  raw  materials  and  increased   competitive
     pressures,  we expect our selling prices during the third quarter of fiscal
     2005 will be reduced by a greater  percentage than our reduction in cost of
     materials.  Accordingly,  we expect our gross profit margin will decline in
     our third quarter of fiscal 2005  compared to our second  quarter of fiscal
     2005. We may offset lower gross profit trends by achieving  production cost
     efficiencies and product mix improvements.


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

     Selling,  general and  administrative  costs were  $9,624,000 for the three
     months ended March 31, 2005,  compared to  $8,474,000  for the three months
     ended March 31, 2004. The increase is primarily attributable to an increase
     in company wide bonus plan  expenses of  approximately  $928,000  which are
     tied to company  profits,  higher  selling and  administrative  expenses of
     approximately  $477,000, a non-recurring state payroll tax incentive credit
     of  $355,000  received  during  the second  quarter  of fiscal  2004 and an
     increase of $70,000 in remaining  general  expenses.  These  increases were
     offset by a  decrease  in bad debt  expense  of  $432,000  attributable  to
     favorable  collection  results and a decrease  in  property  tax expense of
     $248,000  as a result  of the  successful  appeal of a state  property  tax
     assessment.

     Selling,  general and  administrative  costs were  $19,745,000  for the six
     months ended March 31,  2005,  compared to  $15,090,000  for the six months
     ended March 31, 2004. The increase is primarily attributable to an increase
     in company wide bonus plan expenses of  approximately  $2,742,000 which are
     tied to company profits, higher selling, administrative and travel expenses
     of approximately  $1,174,000,  a non-recurring  state payroll tax incentive
     credit of $355,000  received  during the second quarter of fiscal 2004, and
     an increase of $633,000 in remaining general expenses. These increases were
     offset by a  decrease  in bad debt  expense  of  $249,000  attributable  to
     favorable collection results.

     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
     $1,746,000  for the second  quarter of fiscal 2005  compared to $687,000 in
     2004.  For the six months  ended March 31, 2005 income from  unconsolidated
     affiliates was  $3,217,000  compared to $1,169,000 for the first six months
     ended March 31, 2004.

     Our largest unconsolidated affiliate,  Mi-Tech Steel, experienced 64% sales
     growth  during the second  quarter of fiscal 2005 and 66% sales  growth for
     the first six months of fiscal  2005.  Mi-Tech  Steel  continues to benefit
     from strong Japanese  transplant and domestic market growth.  Mi-Tech Steel
     plays an important  role in our North  American  platform and we anticipate
     Mi-Tech  Steel's  revenues  to grow by  approximately  40% during the third
     quarter of fiscal 2005 compared to the third quarter of fiscal 2004.


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

     Net  interest  expense for the second  quarter of fiscal 2005  increased to
     $1,330,000  from  $1,047,000  for the second  quarter of fiscal  2004.  Net
     interest  expense  for the six months  ended March 31,  2005  increased  to
     $2,509,000  compared to  $2,059,000  during the same period of fiscal 2004.
     The increase is primarily attributable to higher interest rates on variable
     rate debt and higher  interest  on fixed rate debt that  replaced  variable
     rate debt at lower  rates  during  the  first  quarter  of  fiscal  2005 as
     compared to the same period last year.

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

     Our  effective  income  tax  rate  was   approximately   31.8%  and  35.7%,
     respectively,  for the second  quarters  of fiscal  2005 and 2004.  For the
     first six months of fiscal 2005 and 2004 our effective  income tax rate was
     33.8% and 35.2%, respectively. The decrease is primarily attributable to an
     income tax benefit of  approximately  $830,000  recorded  during the second
     quarter of fiscal 2005 to reflect changes in tax laws effective  January 1,
     2005 for our Mexican operations.  We estimate our effective income tax rate
     will be approximately 34.5% for fiscal 2005.


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

As of March 31,  2005,  we had  $223,085,000  of working  capital,  maintained a
current ratio of 3.0:1 and had total debt at 31% 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.


                                       17

<PAGE>


Average days sales  outstanding  to  customers  was 37 days as of March 31, 2005
from favorable collection results compared to 52 as of March 31, 2004. We expect
average days sales outstanding to return to a more normal trend of approximately
45 days  during the third  quarter of fiscal 2005.  Average days  inventory  was
71 days as of March 31, 2005 compared to 65 days as of March 31, 2004. We expect
average days  inventory to remain at 71 days  during the third quarter of fiscal
2005.

Our average  payment days to suppliers was 30 days as of March 31, 2005 compared
to 42 days as of March 31, 2004. We expect average  payment days to suppliers to
remain at 30 days during the third quarter of fiscal 2005.

During the first six months of fiscal  2005,  cash  provided by  operations  was
$17,905,000  primarily  from net  income  somewhat  offset by changes in working
capital  compared to cash used in operations of $15,459,000,  primarily  working
capital related, during the first six months of fiscal 2004.

During  the  first  six  months  of  fiscal  2005,  we  increased  inventory  by
$21,780,000  primarily  because of higher raw material  costs and we reduced our
accounts  payable by $4,773,000  to meet our  obligations  to  suppliers.  These
working capital needs were offset by improved collections which contributed to a
decrease in accounts receivable of $7,676,000.

During  the  first  six  months  of  fiscal  2004,  we  increased  inventory  by
$34,816,000 and accounts  receivable by $31,445,000 to support our sales growth,
which was partially offset by an increase in accounts payable of $27,314,000.

Capital   expenditures   for  the  first  six  months  of  fiscal  2005  totaled
approximately $9,434,000. 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 2005, the capital  additions to
all facilities are expected to approximate $17,000,000.

We  maintain  an equity  investment  of  $25,744,000  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 losses included in sales were $230,000 and $396,000 during
the three and six  months  ended  March 31,  2005,  respectively,  reflecting  a
stronger  average  exchange rate of the peso relative to the U.S.  dollar during
the first quarter of fiscal 2005. Foreign currency transaction gains included in
sales  for the three and six  months  ended  March  31,  2004 were  $40,000  and
$80,000, respectively.

                                       18
<PAGE>



We maintain a 50% equity investment in Mi-Tech Steel and a 49% equity investment
in  Ferrolux  Metals.  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  and  shareholder  loans.  Cash flows  from  operations  and  available
borrowing capabilities are expected to meet Mi-Tech Steel's future needs.

On October 21, 2004, we issued  $50,000,000 in unsecured senior notes which have
an average term of 9.4 years and a blended interest rate of 5.67%. The notes are
comprised of $10,000,000 of 5.33% Series A Senior Notes due October 21, 2011 and
$40,000,000  of 5.75% Series B Senior  Notes due October 21, 2014.  The proceeds
from the notes were used to reduce borrowings  outstanding on our revolving line
of credit facility.

Borrowings  and repayments  under our line of credit  agreement are initiated as
needed to fund our operating and investing  activities  described above.  During
the first six months of fiscal  2005,  we  borrowed  $78,000,000  to finance our
working capital needs and paid $80,000,000 on our bank line of credit, including
the proceeds from the $50,000,000 unsecured senior notes.

We  have  a  $135,000,000  unsecured  revolving  credit  facility  that  matures
September 2009. Our existing  banking group can elect to expand the availability
to  $200,000,000  at our request  under certain  circumstances.  Interest on the
facility is paid with various  variable  options on the interest  rate,  none of
which are greater  than the bank's  prime  rate.  At March 31,  2005,  there was
$62,000,000 outstanding on the credit facility.

Provisions  contained in our debt  agreements  require us to maintain  specified
levels of net  worth,  maintain  certain  financial  ratios  and  limit  capital
expenditures,  operating  leases,  capital  leases and addition  debt. We are in
compliance with our loan  covenants,  and none of these covenants would restrict
the completion of currently planned capital expenditures.


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

Our  liquidity  needs  are  met  primarily  by our  cash  flows  from  operating
activities  and our line of credit  facility.  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.

On March 22, 2005,  we announced  that our Board of Directors  voted to increase
the  Company's  semi-annual  cash  dividend  50% to $0.15  per  share.  The next
dividend  is payable on  May 24, 2005,  to  shareholders  of record as of May 9,
2005.


                                       19

<PAGE>



We have entered into  operating  leases to meet the needs of our  facilities and
agreements  to  purchase  electricity  to meet  the  needs of our  Ottawa,  Ohio
facility.  These obligations have not changed significantly from those disclosed
in our Annual  Report on Form 10-K for the year ended  September  30,  2004.  In
addition,  we recently  entered into an  electricity  agreement  for our Canton,
Michigan facility.  This agreement expires in March 2013 and there is no minimum
energy consumption required during the term of the agreement.

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 5 of our  Notes  to  Condensed  Consolidated  Financial
Statements). Management reports these transactions to the Audit Committee of the
Board of Directors as  frequently  as requested by the  Committee,  but at least
annually.  Most  recently,  in April  2005,  the Audit  Committee  reviewed  and
approved  these  transactions.  We have the ability to continue or cease selling
scrap steel to this company at any time.


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

On December 16, 2004,  the Financial  Accounting  Standards  Board (FASB) issued
SFAS No.  123(R),  "Share-Based  Payment,"  that  addresses the  accounting  for
share-based  payment  transactions  in which  an  enterprise  receives  employee
services  in  exchange  for (a)  equity  instruments  of the  enterprise  or (b)
liabilities  that  are  based  on the  fair  value  of the  enterprise's  equity
instruments  or that may be settled by the issuance of such equity  instruments.
SFAS No. 123(R)  eliminates the ability to account for share-based  compensation
transactions   using  APB  Opinion  No.  25  and  requires   instead  that  such
transactions be accounted for using a fair-value-based  method.  SFAS No. 123(R)
is  effective  for any  annual  period  beginning  after June 15,  2005.  We are
currently analyzing the impact of SFAS No. 123(R).

On October 22, 2004,  the American  Jobs  Creation Act of 2004 was passed and is
effective  for our fiscal year ended  September  30,  2006.  This law provides a
phased  in  deduction  for  a  percentage  of  qualified  income  from  domestic
production  activities.   We will assess the impact of this change in tax law as
further authoritative guidance becomes available.

In November 2004, the FASB issued SFAS No. 151,  "Inventory Costs - an Amendment
of ARB No.  43."  SFAS No. 151 amends  the  guidance  in ARB No. 43,  Chapter 4,
"Inventory  Pricing," to clarify the  accounting  for  abnormal  amounts of idle
facility expense, freight, handling costs, and spoilage, and requires that these
items be recognized as  current-period



                                       20
<PAGE>


charges  regardless  of whether  they meet the  criterion of "so  abnormal."  In
addition, SFAS No. 151 requires that allocation of fixed production overheads to
the  costs of  conversion  be based on the  normal  capacity  of the  production
facilities.  The  provisions of SFAS No. 151 are  effective for inventory  costs
incurred  during  fiscal  years  beginning  after June 15,  2005,  with  earlier
application permitted. We do not expect the adoption of SFAS No. 151 will have a
material impact on our financial position, results of operations or cash flows.


       Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no  material  change  during the six months  ended March 31, 2005
from the  disclosures  about market risk  provided in our Annual  Report on Form
10-K for the year ended September 30, 2004.


                         Item 4. Controls and Procedures

Management,  including our Chief Executive Officer and Chief Financial  Officer,
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and  procedures as of the end of the second fiscal  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
and to permit our  company to report  that  information  within the time  period
specified to the Securities and Exchange Commission.

There were no changes in our internal  control  over  financial  reporting  that
occurred during our second fiscal quarter that have materially affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                                       21
<PAGE>



                        Part II - Other Information

                          Item 6. Exhibits

Exhibits filed or furnished with this report:

   Exhibit 31.1             Certification of Chief Executive  Officer Pursuant
                            to Section 302 of the Sarbanes-Oxley Act of 2002

   Exhibit 31.2             Certification of Chief Financial  Officer 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




SIGNATURES

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







        STEEL TECHNOLOGIES INC.
        ----------------------
             (Registrant)







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




Dated May 9, 2005

                                       22

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

I, Bradford T. Ray, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Steel  Technologies
     Inc. for the fiscal quarter ending March 31, 2005;

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
          second fiscal quarter that has materially  affected,  or is reasonably
          likely to materially  affect,  the registrant's  internal control over
          financial reporting; and

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

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

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


Date: May 9, 2005

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


<PAGE>

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

I, Joseph P. Bellino, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Steel  Technologies
     Inc. for the fiscal quarter ending March 31, 2005;

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
          second fiscal quarter that has materially  affected,  or is reasonably
          likely to materially  affect,  the registrant's  internal control over
          financial reporting; and

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

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

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

Date: May 9, 2005

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


<page>

                                  EXHIBIT 32.1


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

Pursuant to Title 18, United States Code,  Section 1350, as adopted  pursuant to
Section  906 of the  Sarbanes-Oxley  Act of 2002,  I,  Bradford  T.  Ray,  Chief
Executive Officer of Steel Technologies Inc., (the Company) certify, to the best
of my knowledge, based upon a review of the Quarterly Report on Form 10-Q of the
Company for the quarter ended March 31, 2005:

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

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

                                                      /s/ Bradford T. Ray
                                                      -------------------
                                                      Bradford T. Ray
                                                      Chief Executive Officer
                                                      Date: May 9, 2005

<page>
                                  EXHIBIT 32.1


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

Pursuant to Title 18, United States Code,  Section 1350, as adopted  pursuant to
Section  906 of the  Sarbanes-Oxley  Act of 2002,  I,  Bradford  T.  Ray,  Chief
Executive Officer of Steel Technologies Inc., (the Company) certify, to the best
of my knowledge, based upon a review of the Quarterly Report on Form 10-Q of the
Company for the quarter ended March 31, 2005:

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

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

                                                      /s/ Joseph P. Bellino
                                                      ---------------------
                                                      Joseph P. Bellino
                                                      Chief Financial Officer
                                                      Date: May 9, 2005