**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-Q**
 
 **x**
              **QUARTERLY
                  REPORT PURSUANT TO
                  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                  1934**
  **For
        the quarterly period ended June 30, 2007**
  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: 000-52046**
  
  (Exact
        name of registrant as specified in its charter)
  
 **Delaware**
              
              **36-4151663**(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)**10201
                  North Loop East****Houston,
                  Texas**
              
              **77029**(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 **(713)
        609-2100**
 (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 xNO  ̈
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
        Act
  Large
                  Accelerated Filer  ̈
              
              Accelerated
                  Filer  ̈
              
              Non-Accelerated
                  Filer x
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act) YES
 ̈NO
x
  AtAugust
        1, 2007there were20,987,077outstanding shares of the registrant’s
        common stock, $0.001
        par value per
        share.
  1
 
 **HOUSTON
        WIRE & CABLE COMPANY**
 **Form
        10-Q**
 **For
        the Quarter Ended June 30, 2007**
 
 **INDEX**
  **PART I.
        FINANCIAL INFORMATION**
  Item
                  1. Financial Statements (Unaudited)Consolidated
                  Balance SheetsConsolidated  Statements
                  of IncomeConsolidated
                  Statements of Cash FlowsNotes
                  to Consolidated Financial StatementsItem
                  2. Management's Discussion and Analysis of Financial
                  Condition and Results of OperationsOverviewResults
                  of OperationsImpact
                  of Inflation and Commodity PricesLiquidity
                  and Capital ResourcesContractual
                  ObligationsCautionary
                  StatementItem
                  3. Quantitative and Qualitative Disclosures about Market
                  RiskItem
                  4. Controls and Procedures
 
 **PART
        II. OTHER INFORMATION**
  Item
                  1A.  Risk FactorsItem
                  4.  Submission of Matters to a Vote of Security
                  HoldersItem
                  5.  Material ContractItem
                  6. Exhibits**Signature
                  Page**
  2
 *Index*
 
 **HOUSTON
        WIRE & CABLE COMPANY**
 **Consolidated
        Balance Sheets**
 (In
        thousands, except share data)
 
 **June
                  30,**
              
              
              **December
                  31,****2007**
              
              
              **2006**(unaudited)**Assets**Current
                  assets:Accounts
                  receivable, net
              
              $
              57,789
              
              
              $
              52,128Inventories,
                  net
              
              
              64,202
              
              
              
              56,329Income
                  taxes receivable
              
              
              608
              
              
              
              —Deferred
                  income taxes
              
              
              1,221
              
              
              
              1,165Prepaid
                  expenses
              
              
              840
              
              
              
              450Total
                  current assets
              
              
              124,660
              
              
              
              110,072Property
                  and equipment, net
              
              
              3,017
              
              
              
              2,973Goodwill
              
              
              2,996
              
              
              
              2,996Deferred
                  income taxes
              
              
              889
              
              
              
              688Other
                  assets
              
              
              133
              
              
              
              135Total
                  assets
              
              $
              131,695
              
              
              $
              116,864**Liabilities
                  and stockholders' equity**Current
                  liabilities:Book
                  overdraft
              
              $
              2,559
              
              
              $
              1,265Trade
                  accounts payable
              
              
              13,719
              
              
              
              10,988Accrued
                  and other current liabilities
              
              
              9,877
              
              
              
              10,358Income
                  taxes payable
              
              
              —
              
              
              
              520Total
                  current liabilities
              
              
              26,155
              
              
              
              23,131Long
                  term obligations
              
              
              6,000
              
              
              
              12,059Stockholders'
                  equity:Common
                  stock, $0.001 par value; 100,000,000 shares authorized:20,987,077
                  shares issued and outstanding at June 30, 2007 and 20,867,172 at
                  December
                  31, 2006
              
              
              21
              
              
              
              21Additional
                  paid-in-capital
              
              
              53,127
              
              
              
              50,979Retained
                  earnings
              
              
              46,392
              
              
              
              30,674Total
                  stockholders' equity
              
              
              99,540
              
              
              
              81,674Total
                  liabilities and stockholders' equity
              
              $
              131,695
              
              
              $
              116,864
  The
        accompanying Notes are an integral part of these Consolidated Financial
        Statements
  3
 *Index*
  **HOUSTON
        WIRE & CABLE COMPANY**
 **Consolidated
        Statements of Income**
 (Unaudited)
 (In
        thousands, except share and per share data)
 
 **Three
                  Months Ended**
              
              
              **Six
                  Months Ended****June
                  30,**
              
              
              **June
                  30,**2007
              
              
              2006
              
              
              2007
              
              
              2006Sales
              
              $
              89,210
              
              
              $
              84,184
              
              
              $
              170,998
              
              
              $
              150,612Cost
                  of sales
              
              
              65,486
              
              
              
              59,657
              
              
              
              124,665
              
              
              
              108,094Gross
                  profit
              
              
              23,724
              
              
              
              24,527
              
              
              
              46,333
              
              
              
              42,518Operating
                  expenses:Salaries
                  and commissions
              
              
              5,499
              
              
              
              5,947
              
              
              
              11,177
              
              
              
              11,019Other
                  operating expenses
              
              
              4,300
              
              
              
              3,844
              
              
              
              9,066
              
              
              
              7,592Management
                  fee
              
              
              —
              
              
              
              83
              
              
              
              —
              
              
              
              208Depreciation
                  and amortization
              
              
              109
              
              
              
              90
              
              
              
              219
              
              
              
              183Total
                  operating expenses
              
              
              9,908
              
              
              
              9,964
              
              
              
              20,462
              
              
              
              19,002Operating
                  income
              
              
              13,816
              
              
              
              14,563
              
              
              
              25,871
              
              
              
              23,516Interest
                  expense
              
              
              186
              
              
              
              1,120
              
              
              
              371
              
              
              
              2,174Income
                  before income taxes
              
              
              13,630
              
              
              
              13,443
              
              
              
              25,500
              
              
              
              21,342Income
                  taxes
              
              
              5,209
              
              
              
              5,189
              
              
              
              9,782
              
              
              
              8,286Net
                  income
              
              $
              8,421
              
              
              $
              8,254
              
              
              $
              15,718
              
              
              $
              13,056Earnings
                  per share:Basic
              
              $
              0.40
              
              
              $
              0.48
              
              
              $
              0.75
              
              
              $
              0.77Diluted
              
              $
              0.40
              
              
              $
              0.48
              
              
              $
              0.75
              
              
              $
              0.77Weighted
                  average common shares outstanding:Basic
              
              
              20,960,621
              
              
              
              17,084,206
              
              
              
              20,914,580
              
              
              
              16,850,196Diluted
              
              
              21,042,872
              
              
              
              17,186,940
              
              
              
              21,019,981
              
              
              
              16,948,576
  The
        accompanying Notes are an integral part of these Consolidated Financial
        Statements
  4
 *Index*
  **HOUSTON
        WIRE & CABLE COMPANY**
 **Consolidated
        Statements of Cash Flows**
 (Unaudited)
 (In
        thousands)
 
 **Six
                  Months Ended**
                **June
                  30,****2007**
              
              
              **2006****Operating
                  activities**Net
                  income
              
              $
              15,718
              
              
              $
              13,056Adjustments
                  to reconcile net income to net cash provided by (used in) operating
                  activities:Depreciation
                  and amortization
              
              
              219
              
              
              
              183Amortization
                  of capitalized loan costs
              
              
              32
              
              
              
              157Amortization
                  of unearned stock compensation
              
              
              855
              
              
              
              56Provision
                  for doubtful accounts
              
              
              (299
              )
              
              
              —Provision
                  for returns and allowances
              
              
              (156
              )
              
              
              325Provision
                  for inventory obsolescence
              
              
              (54
              )
              
              
              224Deferred
                  income taxes
              
              
              (257
              )
              
              
              9Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (5,206
              )
              
              
              (10,597
              )Inventories
              
              
              (7,819
              )
              
              
              (22,909
              )Prepaid
                  expenses
              
              
              (390
              )
              
              
              37Other
                  assets
              
              
              (29
              )
              
              
              (30
              )Book
                  overdraft
              
              
              1,294
              
              
              
              2,631Trade
                  accounts payable
              
              
              2,731
              
              
              
              8,936Accrued
                  and other current liabilities
              
              
              (481
              )
              
              
              1,473Income
                  taxes payable/receivable
              
              
              (1,128
              )
              
              
              1,432Net
                  cash provided by (used in) operating activities
              
              
              5,030
              
              
              
              (5,017
              )**Investing
                  activities**Expenditures
                  for property, plant, and equipment
              
              
              (264
              )
              
              
              (257
              )Net
                  cash used in investing activities
              
              
              (264
              )
              
              
              (257
              )**Financing
                  activities**Borrowings
                  on revolver
              
              
              166,628
              
              
              
              150,953Payments
                  on revolver
              
              
              (172,687
              )
              
              
              (185,417
              )Payments
                  on long-term obligations
              
              
              —
              
              
              
              (10,187
              )Proceeds
                  from exercise of common stock options
              
              
              90
              
              
              
              6Proceeds
                  from sale of common stock
              
              
              —
              
              
              
              51,381Payment
                  of common stock offering costs
              
              
              —
              
              
              
              (1,482
              )Excess
                  income tax benefit for common stock options
              
              
              1,203
              
              
              
              20Net
                  cash provided by (used in) financing activities
              
              
              (4,766
              )
              
              
              5,274Net
                  change in cash
              
              
              —
              
              
              
              —Cash
                  at beginning of period
              
              
              —
              
              
              
              —Cash
                  at end of period
              
              $
              —
              
              
              $
              —
  The
        accompanying Notes are an integral part of these Consolidated Financial
        Statements.
  5
 *Index*
  **HOUSTON
        WIRE & CABLE COMPANY**
 **Notes
        to Consolidated Financial Statements (Unaudited)**
 **(in
        thousands, except per share amounts)**
 **1.
        Basis of Presentation**
  Houston
        Wire & Cable Company (“HWC” or the “Company”) through its wholly owned
        subsidiaries, HWC Wire & Cable Company, Advantage Wire & Cable and Cable
        Management Services Inc., distributes specialty electrical wire and cable
        to the
        U.S. electrical distribution market through eleven locations in ten states
        throughout the United States.  The Company has no other business
        activity.
 
 The
        consolidated financial statements as of June 30, 2007 and for the three and
        six
        months ended June 30, 2007 and 2006 have been prepared in accordance with
        U.S.
        generally accepted accounting principles (“GAAP”) for interim financial
        information and Article 10 of Regulation S-X.  Accordingly they do not
        include all of the information and footnotes required by GAAP for complete
        financial statements.  In the opinion of management, all adjustments,
        consisting only of normal recurring accruals, considered necessary for a
        fair
        presentation of the results of these interim periods have been
        included.  The results of operations for the interim periods are not
        necessarily indicative of the results that may be expected for the full
        year.
 
 The
        preparation of the financial statements in conformity with GAAP requires
        management to make estimates and assumptions that affect the amounts reported
        in
        the financial statements and accompanying notes.  The most significant
        estimates are those relating to the allowance for doubtful accounts, returns
        and
        allowances, the inventory obsolescence reserve and the accrual for vendor
        rebates.  These estimates are continually reviewed and adjusted as
        necessary, but actual results could differ from those estimates.
 
 On
        May
        16, 2006, the Company effected a 1.875-for-1 stock split for its outstanding
        common stock in the form of a stock dividend.  All stockholder equity
        balances and disclosures in the accompanying consolidated financial statements
        have been retroactively restated for such stock split.
 
 For
        further information, refer to the consolidated financial statements and
        footnotes thereto included in our Annual Report on Form 10-K for the fiscal
        year
        ended December 31, 2006 filed with the Securities and Exchange Commission
        (the
“SEC”).
  *Reclassification*
  Certain
        prior period amounts have been reclassified to conform to the current year
        presentation.
  *Adoption
        of New Accounting Policy*
  In
        June
        2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
        No. 48, *Accounting for Uncertainty in Income Taxes – an interpretation of
        FASB Statement 109* (“FIN 48”).  FIN 48 clarifies the accounting for
        uncertainty in income taxes by prescribing a recognition threshold for tax
        positions taken or expected to be taken in a tax return.  FIN 48 requires
        that entities recognize in their financial statements the impact of a tax
        position if that position is more likely than not of being sustained on audit,
        based on the technical merits of the position.  FIN 48 is effective for
        fiscal years beginning after December 15, 2006.  Interest and penalties, if
        incurred, would be recognized as components of interest expense and other
        operating expenses. The Company’s adoption of FIN 48 on January 1, 2007 had no
        impact on the Company’s consolidated financial statements. Except for a
        completed Internal Revenue Service 2004 Issue Focused Examination, the tax
        years
        2002-2006 remain open to examination by the major taxing jurisdictions to
        which
        we are subject.
  *Recent
        Accounting Pronouncements*
  In
        March
        2006, the Emerging Issues Task Force reached a consensus on EITF Issue
        No. 06-3 (“EITF 06-3”), How Taxes Collected from Customers and Remitted to
        Governmental Authorities Should be Presented in the Income Statement (that
        is,
        Gross versus Net Presentation), which allows companies to adopt a policy
        of
        presenting taxes in the income statement on either a gross or net basis.
        Taxes
        within the scope of this EITF 06-3 would include taxes that are imposed on
        a
        revenue transaction between a seller and a customer, for example, sales taxes,
        use taxes, value-added taxes, and some types of excise taxes. EITF 06-3 is
        effective for interim and annual reporting periods beginning after
        December 15, 2006. The Company presents sales net of sales taxes in its
        consolidated statement of income. No change in presentation was required
        as a
        result of adoption of EITF 06-3.
  6
 *Index*
 
 **2.
        Earnings per Share**
 
 In
        accordance with Statement of Financial Accounting Standards (“SFAS”) 128,
*Earnings per Share*, basic earnings per share is calculated by dividing
        the net income by the weighted-average number of common shares outstanding.
        Diluted earnings per share includes the dilutive effects of stock option
        awards.  The numerator used in the calculation of both basic and
        diluted net income per share for all periods presented was net
        income.  The denominator for each period presented was determined as
        follows:
 
 **Three
                  Months Ended**
              
              
              **Six
                  Months Ended****June
                  30,**
              
              
              **June
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Weighted
                  average common shares for basic earnings per share
              
              
              20,961
              
              
              
              17,084
              
              
              
              20,915
              
              
              
              16,850Effect
                  of dilutive securities
              
              
              82
              
              
              
              103
              
              
              
              105
              
              
              
              99Denominator
                  of diluted earnings per share
              
              
              21,043
              
              
              
              17,187
              
              
              
              21,020
              
              
              
              16,949
 
 The
        weighted average number of stock-based awards not included in the calculation
        of
        the dilutive effect of stock based awards was 654 and 2 for the three
        months ended June 30, 2007 and 2006 respectively and 481 and 1 for the six
        month
        period ended June 30, 2007 and 2006 respectively.
 
 **3.
        Public Offerings**
 
 On
        June
        14, 2006, a Registration Statement relating to the Company’s initial public
        offering of common stock was declared effective by the SEC.  As a
        result, the Company issued 4,250 shares of common stock which were subsequently
        sold to the public for $13 per share.  Certain selling stockholders
        sold an additional 5,525 shares which also were resold to the public for
        $13 per
        share. The Company received net proceeds of $49,900 after deducting the
        underwriting discounts and offering expenses.  The net proceeds were
        used to repay a portion of the outstanding debt.
 
 In
        March
        2007, the Company registered an offering for its largest stockholder, Code,
        Hennessy & Simmons II, L.P. and other selling stockholders, who sold
        approximately 7,500 common shares at $25 per share. All the shares were sold
        by
        selling stockholders, including approximately 6,900 common shares from Code,
        Hennessy & Simmons II, L.P., thus there was no dilution to earnings per
        share or proceeds to the Company. After the offering, Code, Hennessy &
Simmons II, L.P.’s ownership has been reduced from 38% to 8%.
 
 **4.** **Long
        Term Obligations**
 
 The
        Company’s current loan and security agreement provides for a $45,000 revolving
        loan, bears interest at Bank of America’s base interest rate and matures on May
        21, 2010. The Company is in compliance with the financial covenants governing
        its indebtedness.
 
 **5.
        Stock Based Compensation**
 
 On
        May 1,
        2007, at the Annual Meeting of Stockholders, upon re-election, the four
        independent directors each received the annual grant of an option to purchase
        5
        shares of common stock with an exercise price equal to the fair market value
        of
        the Company’s stock at the close of trading on that day. These options have a
        contractual life of ten years and vest after one year.
 
 On
        March 9, 2007, the Company granted to the Company’s chief executive
        officer, an option to purchase 500 shares of its common stock with an
        exercise price equal to the fair market value of the Company’s stock at the
        close of trading on March 9, 2007. This option has a contractual life of
        ten years and vests 50% four years after the date of grant and 50% five years
        after the date of grant, provided that in the event of death or permanent
        disability, such option would vest ratably based on the days served from
        the
        date of grant.
 
 The
        fair
        value of each option awarded is estimated on the date of grant using a
        Black-Scholes option-pricing model. Expected volatilities are based on
        historical volatility of the Company's stock and the historical volatility
        of
        the stock of similar companies, and other factors. The Company uses historical
        data to estimate option exercises and employee terminations within the valuation
        model. The expected life of options granted represents the period of time
        that
        options granted are expected to be outstanding. The risk-free rate for periods
        within the life of the option is based on the U.S. Treasury yield curve in
        effect at the time of grant.
  7
 *Index*
  The
        following assumptions were used to calculate the fair value of the Company’s
        options on the date of grant during the six months ended June 30,
        2007:
 
 **2007**Expected
                  volatility
              
              42%Expected
                  life in years
              
              5.5
                  yearsRisk-free
                  interest rate
              
              4.59%
                  - 4.64%Dividend
                  yield
              
              0%
 
 Total
        stock-based compensation cost was $565 and $28 for the three months ended
        June
        30, 2007 and 2006 respectively and $855 and $56 for the six months ended
        June
        30, 2007 and 2006 respectively. Total income tax benefit recognized for
        stock-based compensation arrangements were $217 and $11 for the three months
        ended June 30, 2007 and 2006 respectively and $329 and $22 for the six months
        ended June 30, 2007 and 2006 respectively.
 
 As
        of
        June 30, 2007, there was $7,512 of total unrecognized compensation cost related
        to nonvested share-based compensation arrangements. The cost is expected
        to be
        recognized over a weighted average period of approximately fifty-four
        months.
 
 **6.
        Contingencies**
 
 HWC,
        along with many other defendants, has been named in a number of lawsuits
        in the
        state courts of Minnesota, North Dakota and South Dakota alleging that certain
        wire and cable which may have contained asbestos caused injury to the plaintiffs
        who were exposed to this wire and cable. These lawsuits are individual personal
        injury suits that seek unspecified amounts of money damages as the sole remedy.
        It is not clear whether the alleged injuries occurred as a result of the
        wire
        and cable in question or whether HWC, in fact, distributed the wire and cable
        alleged to have caused any injuries. In addition, HWC did not manufacture
        any of
        the wire and cable at issue, and HWC would rely on any warranties from the
        manufacturers of such cable if it were determined that any of the wire or
        cable
        that HWC distributed contained asbestos which caused injury to any of these
        plaintiffs. In connection with ALLTEL's sale of the company in 1997, ALLTEL
        provided indemnities with respect to costs and damages associated with these
        claims that HWC believes it could enforce if its insurance coverage proves
        inadequate. In addition, HWC maintains general liability insurance that has
        applied to these claims. To date, all costs associated with these claims
        have
        been covered by the applicable insurance policies and all defense of these
        claims has been handled by the applicable insurance companies.
 
 In
        addition to the foregoing cases, there are no legal proceedings pending against
        or involving the Company that, in management's opinion, based on the current
        known facts and circumstances, are expected to have a material adverse effect
        on
        the Company's consolidated financial position, cash flows, or results from
        operations.
  **Item
        2.  Management’s Discussion and Analysis of Financial
        Condition and Results of Operations**
 
 The
        following Management’s Discussion and Analysis (“MD&A”) is intended to help
        the reader understand the Company’s financial position and results of
        operations.  MD&A is provided as a supplement to the Company’s
        Consolidated Financial Statements (unaudited) and the accompanying Notes
        to
        Consolidated Financial Statements (unaudited) and should be read in conjunction
        with the MD&A included in the Company’s Form 10-K for the year ended
        December 31, 2006.
 
 **Overview**
 
 We
        are
        one of the largest distributors of specialty wire and cable and related services
        to the U.S. electrical distribution market. We serve over 2,700 customers
        in
        over 8,000 individual locations, including virtually all of the top 200
        electrical distributors in the U.S. We have strong relationships with leading
        wire and cable manufacturers and provide them with efficient access to the
        fragmented electrical distribution market. We distribute approximately 22,000
        SKUs (stock-keeping units) from eleven strategically located distribution
        centers in ten states. We are focused on providing our electrical distributor
        customers with a single-source solution for specialty wire and cable and
        related
        services by offering a large selection of in-stock items, exceptional customer
        service and high levels of product expertise.
 
 We
        offer
        products in most categories of specialty wire and cable, including:
 
 ·
              continuous
                  and interlocked armor cable (cable encapsulated in either a seamless
                  or
                  interlocked aluminum protective
                  sheath);
 ·
              control
                  and power cable (single or multiple conductor industrial
                  cable);
 ·
              electronic
                  wire and cable (computer, audio and signal
                  cable);
 ·
              flexible
                  and portable cords (flexible, heavy duty industrial
                  cable);
 ·
              instrumentation
                  and thermocouple cable (cables used for transmitting signals for
                  instruments and heat sensing
                  devices);
 ·
              lead
                  and high temperature cable (single conductor cable used for low
                  or high
                  temperature applications);
 ·
              medium
                  voltage cable (cables used for applications between 2,001 volts
                  and 35,000
                  volts); and
 ·
              premise
                  and category wire and cable (cable used for home and high speed
                  data
                  applications).
  8
 *Index*
  We
        also
        offer private branded products, including our LifeGuardTM low-smoke, zero-halogen
        cable. Low-smoke, zero halogen products are made with compounds that produce
        no
        halogen gases and very little smoke while under combustion.
  In
        addition to our product offerings, we provide comprehensive value-added services
        including: standard same day shipment from our extensive inventory and
        distribution network; application engineering support through our knowledgeable
        sales and technical support staff; custom cutting of wire and cable to exact
        specifications; inventory management programs that provide job-specific asset
        management and just-in-time delivery; job-site delivery and logistics support;
        24/7/365 customer service provided by our own employees; and customized
        internet-based ordering capabilities.
  **Critical
        Accounting Policies**
  Critical
        accounting policies are those that both are important to the accurate portrayal
        of a company's financial condition and results, and require subjective or
        complex judgments, often as a result of the need to make estimates about
        the
        effect of matters that are inherently uncertain.
  In
        order
        to prepare financial statements that conform to GAAP, we make estimates and
        assumptions that affect the amounts reported in our financial statements
        and
        accompanying notes. Certain estimates are particularly sensitive due to their
        significance to the financial statements and the possibility that future
        events
        may be significantly different from our expectations.
  We
        have
        identified the following accounting policies as those that require us to
        make
        the most subjective or complex judgments in order to fairly present our
        consolidated financial position and results of operations. Actual results
        in
        these areas could differ materially from management's estimates under different
        assumptions and conditions.
  **Allowance
        for Doubtful Accounts**
  We
        maintain an allowance for doubtful accounts receivable for estimated losses
        resulting from the inability of our customers to make required payments.
        We
        perform periodic credit evaluations of our customers and typically do not
        require collateral. Consistent with industry practices, we require payment
        from
        most customers within 30 days of invoice date. We have an estimation procedure,
        based on historical data and recent changes in the aging of these receivables,
        which we use to record reserves throughout the year. In the last five years,
        write-offs against our allowance for doubtful accounts have averaged
        approximately $161,000 per year. A 20% change in our estimate at June 30,
        2007
        would have resulted in a change in income before income taxes of approximately
        $31,000.
  **Reserve
        for Returns and Allowances**
  We
        estimate the gross profit impact of returns and allowances for previously
        recorded sales. This reserve is calculated on historical and statistical
        returns
        and allowances data and adjusted as trends in the variables change. A 20%
        change
        in our estimate at June 30, 2007 would have resulted in a change in income
        before income taxes of approximately $105,000.
  **Inventory
        Obsolescence**
  We
        continually monitor our inventory levels at each of our distribution locations.
        Our reserve for inventory obsolescence is based on the age of the inventory,
        movements of our inventory over the prior twelve months and the experience
        of
        our purchasing and sales departments in estimating demand for the product
        in the
        succeeding year. Our inventories are generally not susceptible to technological
        obsolescence. A 20% change in our estimate at June 30, 2007 would have resulted
        in a change in income before income taxes of approximately
        $382,000.
  **Vendor
        Rebates**
  Many
        of
        our arrangements with our vendors entitle us to receive a rebate of a specified
        amount when we achieve any of a number of measures, generally related to
        the
        volume of purchases from the vendor. We account for these rebates as a reduction
        of the prices of the vendor's products, which reduces inventory until we
        sell
        the product, at which time these rebates reduce cost of sales. Throughout
        the
        year, we estimate the amount of rebates earned based on our purchases to
        date
        and our estimate of purchases to be made for the remainder of the year relative
        to the purchase levels that mark our progress toward earning the rebates.
        We
        continually revise these estimates to reflect actual purchase levels. A 20%
        change in our estimate of total rebates earned at June 30, 2007 would have
        resulted in a change in income before income taxes of approximately
        $726,000.
  9
 *Index*
  **Goodwill**
  Goodwill
        represents the excess of the amount we paid to acquire businesses over the
        estimated fair value of tangible assets and identifiable intangible assets
        acquired, less liabilities assumed. At June 30, 2007, our net goodwill balance
        was $3.0 million, representing 2.3% of our total assets.
 
 Under
        the
        provisions of Statement of Financial Accounting Standards No. 142, Goodwill
        and
        Other Intangible Assets ("SFAS 142"), we test goodwill for impairment annually,
        or more frequently if indications of possible impairment exist, by applying
        a
        fair value-based test. In October 2006, we performed our annual goodwill
        impairment tests for goodwill and other indefinite-lived intangible assets,
        and,
        as a result of this test, we believe the goodwill on our balance sheet is
        not
        impaired.
 
 If
        circumstances change or events occur to indicate that our fair market value
        has
        fallen below book value, we will compare the estimated fair value of the
        goodwill to its carrying value. If the carrying value of goodwill exceeds
        the
        estimated fair value of goodwill, we will recognize the difference as an
        impairment loss in operating income.
 
 **Results
        of Operations**
  The
        following table shows, for the periods indicated, information derived from
        our
        consolidated statements of income, expressed as a percentage of net sales
        for
        the periods presented.
 
 **Three
                  Months Ended**
              
              
              **Six
                  Months Ended****June
                  30,**
              
              
              **June
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Sales
              
              
              100.0
              %
              
              
              100.0
              %
              
              
              100.0
              %
              
              
              100.0
              %Cost
                  of sales
              
              
              73.4
              %
              
              
              70.9
              %
              
              
              72.9
              %
              
              
              71.8
              %Gross
                  profit
              
              
              26.6
              %
              
              
              29.1
              %
              
              
              27.1
              %
              
              
              28.2
              %Operating
                  expenses:Salaries
                  and commissions
              
              
              6.2
              %
              
              
              7.1
              %
              
              
              6.5
              %
              
              
              7.3
              %Other
                  operating expenses
              
              
              4.8
              %
              
              
              4.6
              %
              
              
              5.3
              %
              
              
              5.0
              %Management
                  fee
              
              
              0.0
              %
              
              
              0.1
              %
              
              
              0.0
              %
              
              
              0.1
              %Depreciation
                  and amortization
              
              
              0.1
              %
              
              
              0.1
              %
              
              
              0.1
              %
              
              
              0.1
              %Total
                  operating expenses
              
              
              11.1
              %
              
              
              11.8
              %
              
              
              12.0
              %
              
              
              12.6
              %Operating
                  income
              
              
              15.5
              %
              
              
              17.3
              %
              
              
              15.1
              %
              
              
              15.6
              %Interest
                  expense
              
              
              0.2
              %
              
              
              1.3
              %
              
              
              0.2
              %
              
              
              1.4
              %Income
                  before income taxes
              
              
              15.3
              %
              
              
              16.0
              %
              
              
              14.9
              %
              
              
              14.2
              %Income
                  taxes
              
              
              5.8
              %
              
              
              6.2
              %
              
              
              5.7
              %
              
              
              5.5
              %Net
                  income
              
              
              9.4
              %
              
              
              9.8
              %
              
              
              9.2
              %
              
              
              8.7
              %
 
 Note:****Due
        to rounding, percentages may not add up to operating expenses, operating
        income,
        income before taxes or net income.
  10
 *Index*
  **Comparison
        of the Three Months Ended June 30, 2007 and 2006**
 
 **Sales**
 
 **Three
                  Months Ended****June
                  30,****(in
                  millions)**
              
              **2007**
              
              
              **2006**
              
              
              **Change**Sales
              
              $
              89.2
              
              
              $
              84.2
              
              
              $
              5.0
              
              
              
              6.0
              %
 
 Internal
        growth accounted for the entire increase in sales. Sales in the second quarter
        increased 6.0% to $89.2 million in spite of a very difficult comparison from
        last year’s second quarter growth of 80%.  We continue to penetrate
        our target markets in the Utility, Infrastructure, and Industrial Sectors
        which
        drove sales in all five of our growth initiatives including our Lifeguard
        product.  We estimate that nearly all of the sales growth resulted
        from these new initiatives as our core maintenance, repair and operations
        (“MRO”) business was flat because of reduced industrial economic activity which
        we believe lowered discretionary spending.
 
 **Gross
        Profit**
 
 **Three
                  Months Ended****June
                  30,****(in
                  millions)**
              
              **2007**
              
              
              **2006**
              
              
              **Change**Gross
                  profit
              
              $
              23.7
              
              
              $
              24.5
              
              
              $
              (0.8
              )
              
              
              (3.3
              )%Gross
                  profit as a percent of  sales
              
              
              26.6
              %
              
              
              29.1
              %
              
              
              (2.5
              )%
 
 Gross
        margin decreased to 26.6% in 2007 from 29.1% in 2006, a level that we cautioned
        last year was likely unsustainable. The decrease in the gross margin is a
        result
        of a more competitive environment and an indication of softening in the
        discretionary MRO spending patterns by some of our end user consumers.
        Improvements in freight management and purchasing leverage mitigated some
        price
        degradation. Gross profit decreased 3.3% as a result of the lower gross
        margin.
 
 **Operating
        Expenses**
  **Three
                  Months Ended****June
                  30,****(in
                  millions)**
              
              **2007**
              
              
              **2006**
              
              
              **Change**Operating
                  expenses:Salaries
                  and commissions
              
              $
              5.5
              
              
              $
              5.9
              
              
              $
              (0.4
              )
              
              
              (7.5
              )%Other
                  operating expenses
              
              
              4.3
              
              
              
              3.8
              
              
              
              0.5
              
              
              
              11.9
              %Management
                  fee
              
              
              0.0
              
              
              
              0.1
              
              
              
              (0.1
              )
              
              
              (100.0
              )%Depreciation
                  and amortization
              
              
              0.1
              
              
              
              0.1
              
              
              
              0.0
              
              
              
              21.1
              %Total
                  operating expenses
              
              $
              9.9
              
              
              $
              10.0
              
              
              $
              (0.1
              )
              
              
              (0.6
              )%Operating
                  expenses as a % of sales
              
              
              11.1
              %
              
              
              11.8
              %
              
              
              (0.7
              )%
 
 Note:  Due
        to rounding, numbers may not add up to total operating expenses.
 
 The
        decrease in salaries and commissions is attributable to lower commissions.
        The
        lower commissions are a result of lower gross profit dollars and lower gross
        margins. The lower commissions were partially offset by an increase in salaries
        due to a higher number of employees and an increase in compensation expense
        related to stock options.
 
 Other
        operating expenses primarily increased due to the higher level of business
        activity and public company expenses which were not incurred in the comparable
        period. Additional expenses were also incurred due to the higher number of
        employees.  Offsetting these increases was a credit of $0.30
        million in repect of the allowance for doubtful accounts which was deemed
        no
        longer necessary.
 11
 *Index*
  There
        were no management fees in 2007 due to the cancellation of the management
        services agreement in connection with the IPO in June 2006.
 
 Depreciation
        and amortization expense was consistent at $0.1 million for both
        periods.
 
 Operating
        expenses as a percent of sales decreased from 11.8% in 2006 to 11.1% in 2007
        as
        we continue to leverage our existing distribution infrastructure and sales
        and
        marketing base to support the sales growth.
 
 **Interest
        Expense**
 
 Interest
        expense decreased $0.9 million or 83.4% due to the use of IPO proceeds to
        reduce
        the outstanding debt balance in June of 2006 and the further pay down of
        debt
        from cash flow from operations.
 
 **Income
        Taxes**
 
 Income
        taxes increased slightly as our income before taxes increased 1.4%. The
        effective income tax rate decreased from 38.6% in 2006 to 38.2% in 2007 due
        to
        lower state income taxes in 2007.
 
 **Net
        Income**
 
 The
        Company achieved net income of $8.4 million compared to net income of $8.3
        million in 2006, an increase of 2.0%.
 
 **Comparison
        of the Six Months Ended June 30, 2007 and 2006**
 
 **Sales**
 
 **Six
                  Months Ended****June
                  30,****(in
                  millions)**
              
              **2007**
              
              
              **2006**
              
              
              **Change**Sales
              
              $
              171.0
              
              
              $
              150.6
              
              
              $
              20.4
              
              
              
              13.5
              %
 
 Internal
        growth accounted for the entire increase in sales. We achieved sales growth
        of
        13.5% despite the comparison to a very strong growth rate of 68% in the first
        half of 2006, which was propelled by inflation and non-recurring 2006 hurricane
        sales. We continue to penetrate our target markets in the Utility,
        Infrastructure, and Industrial Sectors which drove sales in all five of our
        growth initiatives including our Lifeguard product.  We estimate that
        nearly all of the sales growth resulted from these new initiatives as our
        core
        MRO business was flat because of reduced industrial economic activity which
        we
        believe lowered discretionary spending.
 
 **Gross
        Profit**
 
 **Six
                  Months Ended****June
                  30,****(in
                  millions)**
              
              **2007**
              
              
              **2006**
              
              
              **Change**Gross
                  profit
              
              $
              46.3
              
              
              $
              42.5
              
              
              $
              3.8
              
              
              
              9.0
              %Gross
                  profit as a percent of  sales
              
              
              27.1
              %
              
              
              28.2
              %
              
              
              (1.1
              )%
 
 Gross
        margin has moderated to 27.1% in 2007 from 28.2% in 2006. This is a result
        of a
        more competitive environment and an indication of softening in the discretionary
        MRO spending patterns by some of our end user consumers during the first
        half of
        2007 compared to the first half of 2006. Improvements in freight management
        and
        purchasing leverage mitigated some price degradation. Gross profit increased
        $3.8 million or 9.0% due to the improved sales volume, but was partially
        offset
        by lower gross margin.
 12
 *Index*
  **Operating
        Expenses**
 
 **Six
                  Months Ended****June
                  30,****(in
                  millions)**
              
              **2007**
              
              
              **2006**
              
              
              **Change**Operating
                  Expenses:Salaries
                  and commissions
              
              $
              11.2
              
              
              $
              11.0
              
              
              $
              0.2
              
              
              
              1.4
              %Other
                  operating expenses
              
              
              9.1
              
              
              
              7.6
              
              
              
              1.5
              
              
              
              19.4
              %Management
                  fee
              
              
              0.0
              
              
              
              0.2
              
              
              
              (0.2
              )
              
              
              (100.0
              )%Depreciation
                  and amortization
              
              
              0.2
              
              
              
              0.2
              
              
              
              0.0
              
              
              
              19.7
              %Total
                  operating expenses
              
              $
              20.5
              
              
              $
              19.0
              
              
              $
              1.5
              
              
              
              7.7
              %Operating
                  expenses as a % of sales
              
              
              12.0
              %
              
              
              12.6
              %
              
              
              (0.6
              )%
 
 Note:  Due
        to rounding, numbers may not add up to total operating expenses.
 
 Salaries
        and commissions increased $0.2 million or 1.4% from 2006. Salaries increased
        due
        to a higher number of employees and an increase in compensation expense related
        to stock options, but were partially offset by lower commissions due to lower
        gross margins.
 
 Other
        operating expenses primarily increased due to the higher level of business
        activity and public company expenses which were not incurred in the comparable
        period. Additional expenses were also incurred due to the higher number of
        employees.  Offsetting these increases was a credit of $0.30
        million in repect of the allowance for doubtful accounts which was deemed
        no
        longer necessary.
 
 There
        were no management fees in 2007 due to the cancellation of the management
        services agreement in connection with the IPO in June 2006.
 
 Depreciation
        and amortization expense was consistent at $0.2 million for both
        periods.
 
 Operating
        expenses as a percent of sales decreased from 12.6% in 2006 to 12.0% in 2007
        as
        we continue to leverage our existing distribution infrastructure and sales
        and
        marketing base to support the sales growth.
 
 **Interest
        Expense**
 
 Interest
        expense decreased $1.8 million or 82.9% due to the use of IPO proceeds to
        reduce
        the outstanding debt balance in June of 2006 and the further pay down of
        debt
        from cash flow from operations.
 
 **Income
        Taxes**
 
 The
        increase in income taxes is due to the $4.2 million increase in income before
        taxes.  The effective tax rate decreased from 38.8% in 2006 to 38.4%
        in 2007 due to lower state income taxes in 2007.
 
 **Net
        Income**
 
 The
        Company achieved net income of $15.7 million compared to net income of $13.1
        million in 2006, an increase of 20.4%.
  **Impact
        of Inflation and Commodity Prices**
 
 Our
        results of operations are affected by changes in the inflation rate and
        commodity prices. Moreover, because copper and petrochemical products are
        components of the wire and cable we sell, fluctuations in the costs of these
        and
        other commodities have historically affected our operating results. To the
        extent we are unable to pass on to our customers cost increases due to inflation
        or rising commodity prices, it could adversely affect our operating
        results.  To the extent commodity prices decline, the net realizable
        value of our existing inventory could be reduced, and our gross profits could
        be
        adversely affected. As the Company turns its inventory in excess of four
        times a
        year, the impact of decreasing copper prices would primarily affect the results
        of the succeeding calendar quarter.
 13
 *Index*
  **Liquidity
        and Capital Resources**
 
 Our
        primary capital needs are for working capital obligations and other general
        corporate purposes and capital expenditures. Our primary sources of working
        capital are cash from operations supplemented by bank borrowings. During
        2007,
        we have funded our capital expenditures through cash from operations. Our
        working capital amounted to $98.5 million at June 30, 2007 compared to $86.9
        million at December 31, 2006.
 
 Working
        capital increased at June 30, 2007 over December 31, 2006 primarily due to
        (i)
        greater inventory, which increased $7.8 million due to an increase in cable
        management job requirements and additional stock inventory to support sales,
        (ii) higher accounts receivable, which increased $5.2 million due to increased
        sales and (iii) a decrease in income taxes payable by $1.1 million due to
        an
        excess tax benefit from the exercising of stock options. These increases
        were
        offset by (i) higher accounts payable, which increased $2.7 million due to
        our
        increased inventory purchases and (ii) an increase in the book overdraft
        account
        of $1.3 million.
 
 Liquidity
        is defined as the ability to generate adequate amounts of cash to meet the
        current need for cash. We assess our liquidity in terms of our ability to
        generate cash to fund our operating activities. Significant factors which
        could
        affect liquidity include the following:
 
 •
              the
                  adequacy of available bank lines of
                  credit;
 •
              the
                  ability to attract long-term capital with satisfactory
                  terms;
 •
              cash
                  flows generated from operating
                  activities;
 •
              capital
                  expenditures and
 •
              acquisitions.
  **Comparison
        of the Six Months Ended June 30, 2007 and 2006**
  Our
        net
        cash provided by operations for the six months ended June 30, 2007 was $5.0
        million compared with net cash used by operations of $5.0 million in the
        prior
        year period. Our net income increased to $15.7 million in 2007 from $13.1
        million in 2006. Inventory levels increased $7.8 million due to typical lower
        year end levels in December, an increase in cable management job requirements
        and additional stock inventory to support sales. Accounts receivable increased
        $5.2 million due to increased sales. Other component parts of cash provided
        were
        increases in accounts payable of $2.7 million due to higher inventory levels
        and
        $1.3 million in the book overdraft. Income taxes payable were reduced by
        $1.1
        million due to an excess tax benefit from the exercise of stock options for
        $1.2
        million.
 
 Net
        cash
        used in investing activities was $0.3 million for the 2007 and 2006, as demands
        for additional capital resources were consistent between the
        periods.
 
 Net
        cash
        used in financing activities was $4.8 million in 2007 compared to net cash
        provided by financing activities of $5.3 million in 2006. The net cash used
        in
        financing activities primarily reflects the reduction of outstanding debt
        paid
        with cash generated from operations.
 
 **Indebtedness**
 
 Our
        principal source of liquidity at June 30, 2007 was working capital of $98.5
        million compared to $86.9 million at December 31, 2006. We also had available
        borrowing capacity of approximately $39.0 million at June 30, 2007 and $32.9
        million at December 31, 2006 under our loan and security agreement with Bank
        of
        America and another syndication lender.
 
 We
        believe that we will have adequate availability of capital to fund our present
        operations, meet our commitments on our existing debt, and fund anticipated
        growth over the next twelve months, including expansion in existing and targeted
        market areas. We continually seek potential acquisitions and from time to
        time
        hold discussions with acquisition candidates. If suitable acquisition
        opportunities or working capital needs arise that would require additional
        financing, we believe that our financial position and earnings history provide
        a
        solid base for obtaining additional financing resources at competitive rates
        and
        terms. Additionally, we may issue additional shares of common or preferred
        stock
        to raise funds.
 14
 *Index*
  **Loan
        and Security Agreement**
 
 We
        have a
        loan and security agreement with Bank of America and another lender, which
        provides for a $45.0 million revolving loan. The loan bears interest at Bank
        of
        America’s base interest rate and matures on May 21, 2010. The lenders have a
        security interest in all of our assets, including accounts receivable and
        inventory. Portions of the outstanding loan may be converted to LIBOR loans
        in
        minimum amounts ranging between $100,000 to $1.0 million and integral multiples
        of $100,000. Upon such conversion, interest is payable at LIBOR plus
        0.75%.  We have entered into a series of one-month LIBOR loans, which,
        upon maturity, are either rolled back into the revolving loan or renewed
        under a
        new LIBOR contract.
 
 **Contractual
        Obligations**
 
 The
        following table describes our loan commitment at June 30, 2007:
 
 **Total**
              
              
              **Less
                  than**
                **1
                  year**
              
              
              **1-3
                  years**
              
              
              **3-5
                  years**
              
              
              **More
                  than**
                **5
                  years****(In
                  thousands)**Term
                  loans and loans payable
              
              $
              6,000
              
              
              $
              -
              
              
              $
              6,000
              
              
              $
              -
              
              
              $
              -
 
 There
        were no new material changes in operating lease obligations or non-cancellable
        purchase obligations since December 31, 2006.
 
 **Cautionary
        Statement for Purposes of the “Safe Harbor”**
 
 Forward-looking
        statements in this report are made in reliance upon the safe harbor provisions
        of the Private Securities Litigation Reform Act of 1995.  Such
        forward-looking statements may relate to, but are not limited to, information
        or
        assumptions about our sales and marketing strategy, sales (including pricing),
        income, operating income or gross margin improvements, working capital, cash
        flow, interest rates, impact of changes in accounting standards, future economic
        performance, management’s plans, goals and objectives for future operations,
        performance and growth or the assumptions relating to any of the forward-looking
        statements.  These statements can be identified by the fact that they
        do not relate strictly to historical or current facts.  They use words
        such as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”,
“may”, “plan”, “project”, “should”, “will be”, “will continue”, “will likely
        result”, “would” and other words and terms of similar meaning in conjunction
        with a discussion of future operating or financial performance.  The
        Company cautions that forward-looking statements are not guarantees because
        there are inherent difficulties in predicting future results.  Actual
        results could differ materially from those expressed or implied in the
        forward-looking statements.  The factors listed under “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended December 31,
        2006, as well as any cautionary language in this report, provide examples
        of
        risks, uncertainties and events that may cause our actual results to differ
        materially from the expectations we describe in our forward-looking
        statements.
 
 **Item3.
        Quantitative and Qualitative Disclosures about Market
        Risk**
 
 **Interest
        Rate Risk**
  There
        have been no material changes from what we reported in the Form 10-K for
        the
        year ended December 31, 2006.
 
 **Foreign
        Exchange Risk**
 
 There
        have been no material changes from what we reported in the Form 10-K for
        the
        year ended December 31, 2006.
 
 **Item
        4. Controls and Procedures**
 
 As
        of
        June 30, 2007, an evaluation was performed by the Company’s management, under
        the supervision and with the participation of the Company’s chief executive
        officer and chief financial officer, of the effectiveness of the Company’s
        disclosure controls and procedures.  Based on that evaluation, the
        chief executive officer and the chief financial officer concluded that the
        Company’s disclosure controls and procedures were effective.  There
        were no changes in the Company’s internal control over financial reporting that
        occurred during the quarter ended June 30, 2007 that have materially affected,
        or are reasonably likely to materially affect, the Company’s internal control
        over financial reporting.
  15
 *Index*
  **Part II.
        Other Information**
  **Item
        1 – Not applicable and has been omitted.**
 
 **Item1A.  Risk Factors**
 
 There
        have been no material changes in our risk factors from those disclosed in
        the
        Form 10-K for the year ended December 31, 2006.
 
 **Items
        2 - 3 are not applicable and have been omitted.**
 
 **Item
        4.  Submission of Matters to a Vote of Security
        Holders**
 
 The
        Company’s Annual Meeting of Stockholders was held on May 1, 2007 for the
        purposes of (i) electing 7 directors to hold office until the next annual
        meeting of stockholders and (ii) approving the Houston Wire & Cable Company
        2006 Stock Plan (the “Stock Plan”).  Proxies for the meeting were
        solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934,
        and
        there was no solicitation in opposition to management’s nominees.
 
 All
        of
        management’s nominees for director as named in the proxy statement were elected
        by the votes set forth in the table below.  Each nominee received no
        fewer than 16,247,564 votes, which amounted to 89.7% of the shares
        voted.  There were no broker non-votes with respect to any
        nominees.
 
 **NOMINEES**
              
              **FOR**
              
              **WITHHELD**I.
                  Stewart Farwell
              
              18,060,075
              
              58,681Peter
                  M. Gotsch
              
              16,247,564
              
              1,871,192Robert
                  G. Hogan
              
              18,018,398
              
              100,358Wilson
                  B. Sexton
              
              18,042,346
              
              76,410William
                  H. Sheffield
              
              18,040,750
              
              78,006Charles
                  A. Sorrentino
              
              18,030,873
              
              87,883Scott
                  L. Thompson
              
              18,041,578
              
              77,178
 
 Stockholders
        approved the Stock Plan.  14,083,594 votes were cast “FOR” approval of
        the Stock Plan, 188,181 votes were cast “AGAINST” approval of the Stock Plan,
        and 563,549 shares abstained from voting on this matter.  There were
        3,283,382 broker non-votes.
 
 **Item
        5.  Material Contract**
 
 On
        July
        31, 2007, the Company and its syndication bankers executed the Eleventh
        Amendment to the Amended and Restated Loan and Security Agreement (the
        amendment). The amendment permits distributions to be made by the Company,
        up to
        50% of the Company’s consolidated net income, assuming certain other financial
        covenants are met.
 
 **Item
        6.  Exhibits**
  **(a) Exhibits
        required by Item 601 of Regulation S-K.**
 
 Exhibit
                  Number
              
              Document
                  Description10.1
              
              Material
                  Contract, Eleventh Amendment to the Amended and Restated Loan and
                  Security
                  Agreement31.1
              
              Certification
                  by Charles A. Sorrentino pursuant to Rule 13a-14(a) and
                  15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.31.2
              
              Certification
                  by Nicol G. Graham pursuant to Rule 13a-14(a) and 15d-14(a), as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.32.1
              
              Certification
                  by Charles A. Sorrentino and Nicol G. Graham pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.
  16
 *Index*
  **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.
 
 
 Date:  August
                  1, 2007
              
              **HOUSTON
                  WIRE & CABLE COMPANY**BY: /s/
                  Nicol G. GrahamNicol G. Graham,
                  Chief Financial Officer,
   EXHIBIT
        INDEX
  Exhibit
                  Number
              
              Document
                  Description10.1
              
              Material
                  Contract, Eleventh Amendment to the Amended and Restated Loan and
                  Security
                  Agreement31.1
              
              Certification
                  by Charles A. Sorrentino pursuant to Rule 13a-14(a) and
                  15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.31.2
              
              Certification
                  by Nicol G. Graham pursuant to Rule 13a-14(a) and 15d-14(a), as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.32.1
              
              Certification
                  by Charles A. Sorrentino and Nicol G. Graham pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.






17