<PAGE>
                                   FORM 10-Q
 
                      SECURITIES AND EXCHANGE COMMISSION 
                               Washington, D.C. 20549 

(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, 1997
 
                                       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 0-16254
 
                     Steel of West Virginia, Inc. 
      -------------------------------------------------------
      (Exact name of registrant as specified in its charter)
 
            Delaware                                     55-0684304 
--------------------------------                        ----------------
(State or other jurisdiction                            I.R.S. Employer 
of incorporation or organization)                       Identification No.

         17th Street and 2nd Avenue, Huntington, West Virginia 25703 
         -----------------------------------------------------------
              (Address of principal executive offices, Zip Code) 

                                (304) 696-8200 
         -----------------------------------------------------------
            (Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 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  
                                     ---    ---

The number of shares outstanding of each of the issuer's classes of common 
stock, as of June 30, 1997, is as follows: 

    5,991,276 shares of common stock, par value $.01 per share.
 
                                       
<PAGE>

                          STEEL OF WEST VIRGINIA, INC.
                                AND SUBSIDIARIES
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                        NUMBER

<S>                                                    <C>                                                    <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of                                
    June 30, 1997 and December 31, 1996.........................           3

Condensed Consolidated Statements of Income for 
    the Three-Month and Six-Month Periods Ended 
    June 30, 1997 and June 30, 1996.............................           4

Condensed Consolidated Statements of Cash Flows 
    for the Three-Month and Six-Month Periods Ended 
    June 30, 1997 and June 30, 1996.............................           5

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

Item 2.  Management's Discussion and Analysis of 
         Financial Condition and Results of Operations..........           9

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders....          11

Item 6.  Exhibits and Reports on Form 8-K.......................          12
</TABLE>
 
                                       2
<PAGE>

PART I. FINANCIAL INFORMATION
 
ITEM 1. CONDENSED CONSOLIDATED BALANCE SHEETS
STEEL OF WEST VIRGINIA, INC. AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                            JUNE 30   DECEMBER 31
                                                                                             1997         1996
                                                                                           ---------  ------------
<S>                                                                                        <C>        <C>
ASSETS
CURRENT ASSETS
    Cash.................................................................................  $       0   $        0
    Receivables, net of allowances of $579 
       and $599..........................................................................     11,513        6,579
    Inventories..........................................................................     21,494       17,307
    Deferred income taxes................................................................      3,121        3,121
    Other current assets.................................................................        421          220
                                                                                           ---------   -----------
                         TOTAL CURRENT ASSETS............................................     36,549       27,227

Property, plant, and equipment...........................................................     39,951       33,298
Goodwill.................................................................................     18,111       18,452
Other assets.............................................................................        329          322
                                                                                           ---------  ------------
                         TOTAL ASSETS....................................................  $  94,940   $   79,299
                                                                                           ---------  ------------
                                                                                           ---------  ------------
LIABILITIES AND STOCKHOLDERS' EQUITY 
CURRENT LIABILITIES
    Overdraft............................................................................. $   1,731   $    1,097
    Accounts payable......................................................................     5,983        4,161
    Accrued payroll and benefits payable..................................................     4,517        3,599
    Income taxes payable (refundable).....................................................       648       (1,146)
    Other current liabilities.............................................................     2,237        2,021
    Current maturities of long-term debt..................................................       891        2,434
                                                                                           ---------  ------------
                         TOTAL CURRENT LIABILITIES........................................    16,007       12,166
    Long-term debt........................................................................    19,774       10,975
    Deferred income taxes.................................................................     6,332        6,332
    Other long-term liabilities...........................................................       618          819
                                                                                           ---------  ------------
                         TOTAL LIABILITIES................................................    42,731       30,292
STOCKHOLDERS' EQUITY
    Common stock, $.01 par value: 12,000,000 
       voting shares authorized, 7,096,576 and
       7,091,360 issued, including treasury 
       stock..............................................................................        71           71
    Paid-in capital.......................................................................    26,627       26,627
    Treasury stock--1,105,300 shares at cost..............................................   (11,483)     (11,483)
    Retained earnings.....................................................................    36,994       33,792
                                                                                           ---------  ------------
                         TOTAL STOCKHOLDERS' EQUITY.......................................    52,209       49,007
                                                                                           ---------  ------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......................................... $  94,940   $   79,299
                                                                                           ---------  ------------
                                                                                           ---------  ------------
</TABLE>
 
NOTE: The balance sheet at December 31, 1996, has been derived from the 
audited financial statements at that date.
 
See notes to condensed consolidated financial statements.
 
                                       3
<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
STEEL OF WEST VIRGINIA, INC. AND SUBSIDIARIES
 
(In thousands, except per share amounts)
 
<TABLE>
<CAPTION>
                                                                         Three Months Ended     Six Months Ended
                                                                              June 30               June 30
                                                                        --------------------  --------------------
<S>                                                                     <C>        <C>        <C>        <C>
                                                                          1997       1996       1997       1996
                                                                        ---------  ---------  ---------  ---------
Net sales.............................................................  $  27,923  $  23,797  $  52,351  $  50,444
Cost of sales.........................................................     23,675     21,429     44,042     44,669
                                                                        ---------  ---------  ---------  ---------
    GROSS PROFIT......................................................      4,248      2,368      8,309      5,775

Selling and administrative expenses...................................      1,646        987      3,055      2,155
Interest Expense......................................................        235        343        495        708
(Gain)/Loss on disposal of assets.....................................       (230)        53       (453)     2,003
Other (income) expense................................................       (276)      (156)      (343)      (254)
                                                                        ---------   --------  ---------  ---------
INCOME BEFORE INCOME TAXES............................................      2,873      1,141      5,555      1,163
Income Taxes..........................................................     (1,216)      (523)    (2,353)      (532)
                                                                        ---------  ---------  ---------  ---------
    NET INCOME........................................................  $   1,657  $     618  $   3,202  $     631
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
NET INCOME PER COMMON SHARE, based on 5,994,114 and 5,992,987 weighted
  average shares of common stock outstanding during the three months
  and six months ended June 30, 1997 and 5,986,923 and 6,060,658
  weighted average shares of common stock outstanding during the three
  months and six months ended June 30, 1996...........................  $     .28  $     .10  $     .53  $     .10
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
</TABLE>
 
See notes to condensed consolidated financial statements.

                                       4

<PAGE>

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
STEEL OF WEST VIRGINIA, INC. AND SUBSIDIARIES
 
(In thousands)
 
<TABLE>
<CAPTION>
                                                                              
                                                                              Three Months Ended     Six Months Ended
                                                                                   June 30               June 30
                                                                             --------------------  --------------------
<S>                                                                          <C>        <C>        <C>        <C>
                                                                               1997       1996       1997       1996
                                                                             ---------  ---------  ---------  ---------
CASH FROM OPERATIONS.......................................................  $     689  $   3,939  $   1,099  $   6,448
INVESTMENT ACTIVITIES
    Additions to property, plant, 
       and equipment.......................................................     (5,579)      (798)    (8,989)    (1,444)

FINANCING ACTIVITIES
    Revolving credit loan..................................................      4,991     (2,598)     9,226      1,228
    Long-term debt repayments..............................................       (201)    (1,471)    (1,970)    (2,942)
    Purchase of treasury stock.............................................          0          0          0     (3,500)
                                                                             ---------  ---------  ---------  ---------
                                                                                 4,790     (4,069)     7,256     (5,214)
                                                                             ---------  ---------  ---------  ---------
    INCREASE (DECREASE) IN CASH............................................  $    (100) $    (928) $    (634) $    (210)
                                                                             ---------  ---------  ---------  ---------
                                                                             ---------  ---------  ---------  ---------
</TABLE>
 
See notes to condensed consolidated financial statements.
 
                                       5

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
STEEL OF WEST VIRGINIA, INC. AND SUBSIDIARIES

June 30, 1997
 
NOTE A--BASIS OF PRESENTATION
 
The accompanying unaudited condensed consolidated financial statements 
include the accounts of Steel of West Virginia, Inc. (the "Company") and its 
wholly-owned subsidiaries SWVA, Inc. and Marshall Steel, Inc. Such condensed 
financial statements have been prepared in accordance with generally accepted 
accounting principles for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they 
do not include all of the information and footnotes required by generally 
accepted accounting principles for complete financial statements. In the 
opinion of management, all adjustments (consisting of normal recurring 
accruals) considered necessary for a fair presentation have been included. 
Operating results for the three-month and six-month periods ended June 30, 
1997 are not necessarily indicative of the results that may be expected for 
the year ended December 31, 1997. For further information, refer to the 
consolidated financial statements and footnotes thereto included in the 
Company's annual report on Form 10-K for the year ended December 31, 1996.
 
The preparation of the condensed consolidated financial statements in 
conformity with generally accepted accounting principles requires that 
management make certain estimates and assumptions that affect the amounts 
reported in the financial statements and accompanying notes. Actual results 
could differ from those estimates.
 
Net income per common share is calculated based on 5,994,114 and 5,992,987 
weighted average shares of common stock outstanding during the three-month 
and six-month periods ended June 30, 1997 and 5,986,923 and 6,060,658 
weighted average shares of common stock outstanding during the three-month 
and six-month periods ended June 30, 1996. The effect of the Company's stock 
option plans was anti-dilutive for all periods presented.
 
NOTE B--INVENTORIES
 
Inventories consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                        June 30   December 31
                                                                         1997         1996
                                                                      ---------  ------------
       <S>                                                              <C>        <C>
       Raw materials...................................................  $   1,737   $    1,638
       Work-in-process.................................................      7,738        6,624
       Finished goods..................................................     12,435        9,103
       Manufacturing supplies..........................................      3,609        3,967
                                                                          ---------  ------------
                                                                            25,519       21,332
       Less LIFO reserve...............................................      4,025        4,025
                                                                          ---------  ------------
                                                                          $  21,494   $   17,307
                                                                          ---------  ------------
                                                                          ---------  ------------
</TABLE>
 
Annually, at the end of each year, management determines inventory levels 
based on the taking of a physical inventory. The amount of inventories at 
June 30, 1997, has been determined based upon inventory levels indicated by 
perpetual inventory accounting records. In addition, an actual valuation of 
inventory under the LIFO method can be made only at the end of each year 
based on the inventory levels and 

                                       6

<PAGE>

costs at that time. Accordingly, interim LIFO calculations must necessarily 
be based on management's estimates of expected year-end inventory levels and 
costs. Since these are subject to many forces beyond management's control, 
interim results are subject to the final year-end LIFO inventory valuation.

NOTE C--CREDIT ARRANGEMENTS
 
A summary of indebtedness under the Company's credit arrangements consists of 
the following (in thousands):
 
<TABLE>
<CAPTION>
                                                June 30    December 31
                                                  1997        1996
                                               ---------  ------------
<S>                                           <C>          <C>           
Term loan I..................................  $       0    $   1,120
Term loan II.................................          0          427
1994 Capital expenditure line................      3,850        4,280
1997 Capital expenditure line                      6,000            0
Revolver.....................................     10,531        7,305
Other notes payable..........................        284          277
                                               ---------   -----------
                                                  20,665       13,409
Less current maturities......................       (891)      (2,434)
                                               ---------   -----------
                                               $  19,774    $   10,975
                                               ---------   -----------
                                               ---------   -----------
</TABLE>
 
The Company maintains a senior financing agreement that, as last amended 
April 1997, provides for up to $15,000,000 of revolving credit borrowings, 
capital expenditure line term loans, and other term loans. The interest rates 
on its existing credit lines and term loans vary based on the Chemical Bank 
prime rate or LIBOR plus 1-3/4%; and the annual revolving credit line 
commitment fee is 1/8% of the unused balance. Under the terms of its senior 
financing agreement, the Company is permitted to convert its Capital 
Expenditure Line indebtedness to a fixed interest rate. The senior credit 
agreement may be terminated by the Company or, on or after January 1, 2001 
and upon 90 days written notice, by the lender.
 
Effective April 1997, the Company's senior lending agreement was amended to 
provide, under the terms of an "Additional Capital Expenditure Line," up to 
$23,000,000 additional borrowing availability to finance current machinery 
and equipment expenditures, governed by a percentage of such expenditures. 
Under the terms of the amendment the total borrowings under this new 
borrowing line may, at the Company's election, through January 1, 1999, bear 
a fixed interest rate, and certain prepayments of the credit through January 
1, 1999, could result in prepayment fees of 1.5% of the amounts prepaid. As 
of June 30, 1997, the Company has borrowed $6,000,000 under this "Additional 
Capital Expenditure Line."
 
The final principal installments totaling $1,547,050 under the Term Loan I 
and II portions of the senior financing agreement were repaid in full during 
the quarter ended March 31, 1997. As of June 30, 1997, the revolving credit 
line loan balance, due January 1, 2001, was $10,531,000, and the unused 
borrowing availability approximated $4,469,000. The 1994 Capital Expenditure 
Line portion of the loan agreement is required to be repaid in quarterly 
principal installments of $215,000, with a final principal payment of 
$195,000 on October 1, 2001. The 1997 Capital Expenditure Line will be repaid 
in equal quarterly installments of principal computed on a ten year 
amortization schedule, which installments shall commence on July 1, 1998 and 
quarterly thereafter until paid in full.
 
                                       7

<PAGE>


The Company's senior lending agreement contains various restrictive 
covenants, including that the Company must maintain specified levels of 
working capital and net worth (as defined in the agreement). In addition, 
capital expenditures and dividends are limited to the annual amounts set 
forth in the agreement. At June 30, 1997, the Company's retained earnings 
available for dividends is $-0-. As a result of the lending agreement, 
substantially all of the Company's property, plant, and equipment, inventory 
and accounts receivable are subject to a third party's security interests.
 
NOTE D--COMMITMENTS AND CONTINGENCIES
 
The Company is principally self-insured for employees' medical care costs and 
workers' compensation claims up to certain specified dollar limits. Under the 
medical care program, the Company is insured by a private carrier for 
individual claims in excess of specified dollar limits. The Company also has 
excess coverage provided by the West Virginia Workers' Compensation Fund (a 
state agency) for certain work related injuries. In connection with the 
self-insured workers' compensation program, the Company has obtained an 
irrevocable standby letter of credit in the amount of $1,000,000 (through 
July 1998). A liability has been established for those illnesses and injuries 
occurring on or before June 30, 1997, for which an amount of expected loss 
could be reasonably estimated.
 
NOTE E--STOCKHOLDERS' EQUITY
 
Commencing in April 1995 through the quarter ended March 31, 1996, the 
Company repurchased 1,105,000 shares at a total cost of $11,483,000, 
including 350,000 shares purchased at a cost of $3,500,000 during the quarter 
ended March 31, 1996.
 
NOTE F--FIXED ASSET IMPAIRMENT
 
During the first quarter of 1996, the Company determined that certain 
cut-to-length equipment utilized in one of the Company's production lines was 
not performing up to expectations and the decision to replace the equipment 
was made. Based upon this indication of impairment, the Company recorded a 
$1,862,000 charge against operations that has been included in the gain/loss 
on disposal of assets.
 
                                       8

<PAGE>

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
NET SALES
 
Net sales increased 17.3% in the second quarter of 1997 to $27,923,000 up 
$4,126,000 from the second quarter of 1996, primarily due to an increase in 
tonnage of products shipped. Finished tonnage sales increased to 45,070 tons 
in the second quarter of 1997 from 35,421 tons for the second quarter of 
1996. Billet sales increased to 1,370 tons for the second quarter of 1997 
from 1,189 tons in the second quarter of 1996.
 
Net sales for the six months ended June 30, 1997 increased 3.8% to 
$52,351,000 from $50,444,000 for the comparable period in 1996, primarily due 
to an increase in tonnage of products shipped. Finished tonnage sales 
increased to 82,526 tons for the six months ended June 30, 1997 from 75,808 
tons for the comparable period in 1996. Billet sales increased to 3,380 tons 
for the same period in 1997, from 2,334 tons for the comparable period in 
1996.
 
COST OF SALES
 
Cost of sales decreased to 84.8% of net sales or $23,675,000 for the second 
quarter of 1997 from 90.0% of net sales or $21,429,000 for the second quarter 
of 1996. The percent decrease in cost of goods sold is principally due to an 
increase in productivity and a decrease in workers compensation expense 
coupled with fixed costs being a smaller component of cost of goods sold due 
to higher sales and production levels.
 
Cost of sales for the six months ended June 30, 1997 decreased to 84.1% of 
net sales or $44,042,000 from 88.6% of net sales or $44,669,000 for the 
comparable period in 1996. This decrease in costs of goods sold was 
principally due to an increase in productivity and lower costs for utilities, 
medical care, and workers compensation, in addition to fixed costs being a 
smaller component of costs of goods sold due to higher sales and production 
levels.
 
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
 
Selling, general, and administrative expenses for the second quarter of 1997 
were $1,646,000 as compared to $987,000 for the second quarter of 1996. This 
increase was due primarily to (i) higher legal and professional fees incurred 
in connection with the unsolicited proposal from CPT Holdings, Inc. to enter 
into discussions regarding the possible sale of the Company, and the proxy 
contest relating to certain of the matters that were voted on by the 
stockholders at the Annual Meeting of the Stockholders, and (ii) higher 
travel expenses. As a percentage of net sales, selling and administrative 
expense was 5.9% in the second quarter of 1997 and 4.1% for the comparable 
period in 1996.
 
Selling, general, and administrative expenses for the six month period ended 
June 30, 1997 were $3,055,000, compared to $2,155,000 for the comparable 
period in 1996. This increase was due primarily to higher legal and 
professional fees, for the reasons set forth above, and higher travel 
expenses. As a percentage of net sales, selling and administrative expense 
was 5.8% in the six month period ended June 30, 1997, compared to 4.3% for 
the comparable period in 1996.

                                       9

<PAGE>

INTEREST EXPENSE, GAIN/LOSS ON DISPOSAL OF ASSETS AND OTHER OPERATING 
EXPENSE/INCOME
 
Interest expense for the second quarter of 1997 was $235,000, compared to 
$343,000 for the second quarter of 1996. Interest expense decreased primarily 
due to $145,000 of capitalized interest incurred in connection with Phase II 
of the Company's expansion and modernization program. As a percentage of net 
sales, interest expense was .8% in the second quarter of 1997, compared to 
1.4% for the second quarter of 1996. The Company recognized a gain on the 
sale of certain equipment during the second quarter of 1997 in the amount of 
$230,000 as compared to a $53,000 loss in the second quarter of 1996. Other 
operating expense/income for the second quarter of 1997 was $276,000 of 
income compared to $156,000 of income for the second quarter of 1996.
 
Interest expense for the six months ended June 30, 1997 was $495,000, 
compared to $708,000 for the comparable period in 1996. Interest expense 
decreased primarily due to $179,000 of capitalized interest incurred in 
connection with Phase II of the Company's expansion and modernization 
program. As a percentage of net sales, interest expense was .9% in the six 
month period ended June 30, 1997, compared to 1.4% for the comparable period 
in 1996. The Company recognized a gain on the sale of certain equipment of 
$453,000 for the six months ended June 30, 1997 compared to a loss on the 
disposal of equipment of $2,003,000 for the six months ended June 30, 1996. 
Other operating expense/income for the six months ended June 30, 1997 was 
$343,000 of income compared to $254,000 of income for the comparable period 
in 1996.
 
NET INCOME
 
Net income for the second quarter of 1997 increased by $1,039,000 to 
$1,657,000 from $618,000 for the second quarter of 1996. This increase in net 
income is due primarily to higher sales and operating income. As a percentage 
of net sales, net income was 5.9% for the second quarter of 1997, compared to 
2.6% for the second quarter of 1996.
 
Net income for the six months ended June 30, 1997 was $3,202,000, compared to 
$631,000 for the comparable period in 1996. This increase reflected both an 
increase in gross profit and the absence, in this year's results, of the loss 
on disposal of assets. As a percentage of net sales, net income was 6.1% in 
the six month period ended June 30, 1997, compared to 1.3% for the comparable 
period in 1996.
 
LIQUIDITY AND SOURCES OF CAPITAL
 
The Company's primary ongoing cash needs are for working capital 
requirements, debt service and capital expenditures. The three present 
sources for the Company's liquidity needs are internally generated funds, a 
capital expenditure term loan line, and the Company's revolving credit 
facility, which the Company anticipates will be sufficient for its ongoing 
cash needs. Working capital at the end of the second quarter of 1997 was 
$20,542,000, compared to $15,061,000 at the end of the prior fiscal year. 
This increase in working capital was funded primarily by the Company's 
revolving credit facility. The Company's expenditures for required capital 
replacements are currently anticipated to average approximately $1,000,000 
annually over the next several years.
 
In December 1996, the Company's Board of Directors approved Phase II of the 
Company's expansion and modernization program to the Huntington, West 
Virginia plant. The program includes a new high speed reheat furnace, 
quick-change mill roll stands, new warehouse space, and other miscellaneous 
equipment enhancements. The 

                                       10

<PAGE>

project is expected to cost approximately $30.5 million (not including 
capitalized interest) and is scheduled to be completed by late 1997 without 
material disruptions to existing operations. The Company has funded, and will 
continue to fund, the project from a combination of internally generated cash 
flow and bank debt. In addition, from time to time, the Company evaluates 
discretionary capital expenditures and acquisition opportunities. Any such 
expenditure would be subject to availability of funds and approval by the 
Company's Board of Directors.
 
FORWARD LOOKING STATEMENTS
 
Any Forward Looking Statements contained herein are subject to the section on 
Forward Looking Statements contained in the Company's Annual Report on Form 
10-K for the year ended December 31, 1996, including the following risk 
factors set forth therein: the cyclical and capital intensive nature of the 
industry; pressure resulting from foreign and domestic competition; reduction 
in demand for the Company's products and industry pricing; volatility of raw 
material costs, especially steel scrap, resulting in reduced profit margins; 
excess industry capacity resulting in reduced profit margins; and the cost of 
compliance with environmental regulations. In addition, the Forward Looking 
Statements contained herein are also subject to the timely completion of the 
modernization and expansion program and the Company's ability to effectively 
integrate new equipment.
 
PART II. OTHER INFORMATION
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
At the Annual Meeting of Stockholders held on May 15, 1997, for which proxies 
for the meeting were solicited pursuant to Regulation 14A of the Securities 
Exchange Act of 1934, the stockholders elected six directors, each for a term 
of one year. The tabulation of the votes cast for each nominee for director 
was as follows:
 
<TABLE>
<CAPTION>
Name of Nominee                             VOTED FOR
---------------                            ----------
<S>                                        <C>
Stephen A. Albert........................   4,752,127
Robert L. Bunting, Jr....................   4,752,127
Timothy R. Duke..........................   4,752,084
Albert W. Eastburn.......................   4,752,127
Daniel N. Pickens........................   4,752,127
Paul E. Thompson.........................   4,752,177
</TABLE>
 
At the Annual Meeting of Stockholders, the stockholders also approved the 
following: 

(1)   the appointment of Ernst & Young as independent auditors, by a vote of 
      5,312,028 shares in favor, 8,199 shares against and 4,410 shares 
      abstained.
 
At the Annual Meeting of Stockholders, the stockholders did not approve the
following: 

(1)   an Amendment to Steel of West Virginia, Inc.'s Certificate of 
      Incorporation to authorize 13,000,000 additional shares of common stock, 
      by a vote of 2,021,121 shares in favor, 3,010,333 shares against and 3,114
      shares abstained; 

(2)   an Amendment to Steel of West Virginia, Inc.'s Certificate of 
      Incorporation to authorize 2,000,000 shares of preferred stock, by a vote
      of 1,509,690 shares in favor, 3,414,708 shares against and 4,119 shares 
      abstained;

                                       11

<PAGE>

(3)  an Amendment to Steel of West Virginia, Inc.'s Certificate of 
     Incorporation to provide that stockholder action may be taken only at a 
     meeting of the stockholders, by a vote of 1,844,828 shares in favor, 
     3,080,535 shares against and 3,154 shares abstained; and 

(4)  a non-binding resolution requesting that the Board negotiate with potential
     bidders concerning the sale of the Company, by a vote of 388,257 shares in
     favor, 4,974,071 shares against and 709 shares abstained.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
(a)  Exhibit 

     4.1(h)   Amendment, dated April 3, 1997 ("Amendment No. 8"), to the 
              Financing Agreement, dated December 30, 1986, between SWVA, Inc. 
              ("SWVA") and The CIT Group/Business Credit, Inc. ("CIT") 

     4.10(d)  Fourth Amendment to Deed of Trust, Assignment of Leases and Rents
              and Security Agreement, dated April 3, 1997 ("Mortgage Amendment 
              No. 4"), by SWVA in favor of CIT 

     4.12     Promissory Note, dated April 3, 1997 ("Note 5"), in the principal
              amount of $23,000,000 issued by SWVA in favor of The CIT 
              Group/Business Credit, Inc. 

     10.1(h)  Amendment No. 8 (see Exhibit 4.1(h)) 

     10.10(c) Mortgage Amendment No. 4 (see Exhibit 4.10(d))

     10.26    Note 5 (see Exhibit 4.12)

     11.1     Computation of Earnings Per Share
              Data
 
(b)  Reports on Form 8-K
 
     None

                                       12

<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.
 
DATED: August 14, 1997               STEEL OF WEST VIRGINIA, INC. 
                                     -----------------------------------
                                     (Registrant) 


                                     /s/ Timothy R. Duke 
                                     -----------------------------------
                                     Timothy R. Duke, President and 
                                      Chief Executive Officer 

                                     /s/ Mark G. Meikle 
                                     -----------------------------------
                                     Mark G. Meikle, Vice President, 
                                       Treasurer and Chief Financial 
                                         Officer


                                       13