NIAGARA CORP, 10-Q, 1996-08-14

NIAGARA CORP
10-Q, 1996-08-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d
of the Securities Exchange Act of 1934

For the Quarter Ended June 30, 1996
Commission File Number 0-22206

NIAGARA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 59-3182820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

667 Madison Avenue
New York, New York 10021
Address of principal executive office

212) 317-1000
(Registrant's telephone
number, including area code)

INTERNATIONAL METALS ACQUISITION CORPORATION
(Former name, former address and former fiscal year
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by 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 ______

Number of shares of Common Stock outstanding at June 30, 1996

Common Stock, $.001 par value 3,668,750
(Class) (Number of Shares)

NIAGARA CORPORATION

INDEX TO JUNE 30, 1996 FORM 10-Q

PAGE

PART I - FINANCIAL INFORMATION (UNAUDITED)

FINANCIAL STATEMENTS (UNAUDITED):
NIAGARA CORPORATION ("NIAGARA")
AND SUBSIDIARIES:
BALANCE SHEETS . . . . . . . . . . . . . . . . . . . 3
STATEMENTS OF OPERATIONS . . . . . . . . . . . . . . 4-5
STATEMENTS OF COMMON STOCK,
PREFERRED STOCK, ADDITIONAL
PAID-IN CAPITAL AND DEFICIT . . . . . . . . . . . . 6
STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . 7
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . 8-12

NIAGARA COLD DRAWN CORP. ("NCD") AND SUBSIDIARY
(PREDECESSOR COMPANY, INFORMATION PRIOR TO DATE OF
ACQUISITION BY NIAGARA HEREIN DISCLOSED):
STATEMENTS OF OPERATIONS . . . . . . . . . . . . . . 14
STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . 15
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . 16-18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . 19

PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . 22

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

NIAGARA CORPORATION
AND SUBSIDIARIES

BALANCE SHEETS
____________________________________________________________________________
December 31, June 30,
1995(a) 1996(b)
____________________________________________________________________________
(unaudited)
ASSETS
CURRENT:

Cash and cash equivalents $ 2,186,897 $ 1,467,215
Trade accounts receivable, net of
allowance for doubtful accounts of
$183,700 and $355,287 4,239,369 8,519,929
Inventories 14,743,541 14,320,141
Other current assets 165,874 452,979
____________________________________________________________________________
TOTAL CURRENT ASSETS 21,335,681 24,760,264
PROPERTY, PLANT AND EQUIPMENT, NET OF
ACCUMULATED DEPRECIATION 12,745,144 20,931,795
GOODWILL ON ACQUISITION, NET OF
ACCUMULATED AMORTIZATION - 2,474,261
OTHER ASSETS 512,587 788,226
____________________________________________________________________________
$34,593,412 $48,954,546
____________________________________________________________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
Trade accounts payable $ 4,786,769 $ 6,872,692
Accrued expenses and compensation 3,728,388 3,876,162
Current maturities of long-term debt 733,048 331,868
Deferred income taxes 202,000 202,000
____________________________________________________________________________
TOTAL CURRENT LIABILITIES 9,450,205 11,282,722
____________________________________________________________________________
LONG-TERM DEBT, LESS CURRENT MATURITIES 6,968,860 18,963,263
____________________________________________________________________________
DEFERRED INCOME TAXES 3,712,000 3,600,000
____________________________________________________________________________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value -
shares authorized 500,000(c); none
outstanding - -
Common stock, $.001 par value - shares
authorized 15,000,000(c); 3,500,000
outstanding on December 31, 1995 and
3,668,750 outstanding on June 30, 1996 3,500 3,699
Additional paid-in capital 15,560,296 15,560,127
Deficit (1,101,449) (455,235)
____________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY 14,462,347 15,108,561
____________________________________________________________________________
$34,593,412 $48,954,546
____________________________________________________________________________
(a) Includes the balance sheets of
Niagara Corporation and Niagara
Cold Drawn Corp. as of December 31,
1995.
(b) Includes the balance sheets of Niagara Corporation,
Niagara Cold Drawn Corp. and Southwest Steel
Company, Inc. as of June 30, 1996.
(c) The number of authorized shares is as of June 30,
1996. There were 1,000,000 shares
of Preferred Stock and 50,000,000 shares of
Common Stock authorized as of December 31, 1995.
____________________________________________________________________________
See accompanying notes to financial statements.

NIAGARA CORPORATION
AND SUBSIDIARIES

STATEMENTS OF OPERATIONS
(UNAUDITED)
____________________________________________________________________________
Three months ended June 30, 1995(a) 1996(b)
____________________________________________________________________________

NET SALES $ - $21,618,202
COST OF PRODUCTS SOLD - 18,579,650
____________________________________________________________________________
GROSS PROFIT - 3,038,552
OPERATING EXPENSES:
Selling, general and
administrative 288,362 2,173,658
____________________________________________________________________________
INCOME (LOSS) FROM OPERATIONS (288,362) 864,894
OTHER INCOME (EXPENSE):
Interest income 215,363 19,281
Interest expense - (338,197)
____________________________________________________________________________
INCOME (LOSS) BEFORE TAXES ON
INCOME (72,999) 545,978
TAXES ON INCOME - 197,000
____________________________________________________________________________
NET INCOME (LOSS) FOR THE PERIOD $ (72,999) $ 348,978
____________________________________________________________________________
NET INCOME (LOSS) PER SHARE $ (.02) $ .10
____________________________________________________________________________
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 3,500,000 3,668,750
____________________________________________________________________________

(a) Includes the results of Niagara Corporation only.

(b) Includes the results of Niagara Corporation, Niagara Cold Drawn
Corp. and Southwest Steel Company, Inc.
____________________________________________________________________________
See accompanying notes to financial statements.

NIAGARA CORPORATION
AND SUBSIDIARIES

STATEMENTS OF OPERATIONS
(UNAUDITED)
____________________________________________________________________________
Six months ended June 30, 1995(a) 1996(b)
____________________________________________________________________________
NET SALES $ - $40,421,929
COST OF PRODUCTS SOLD - 34,633,532
____________________________________________________________________________
GROSS PROFIT - 5,788,397
OPERATING EXPENSES:
Selling, general and 342,465 4,186,558
administrative
____________________________________________________________________________
INCOME (LOSS) FROM OPERATIONS (342,465) 1,601,839
OTHER INCOME (EXPENSE):
Interest income 425,475 44,572
Interest expense - (636,197)
____________________________________________________________________________
INCOME BEFORE TAXES ON INCOME 83,010 1,010,214
TAXES ON INCOME - 364,000
____________________________________________________________________________
NET INCOME FOR THE PERIOD $ 83,010 $ 646,214
____________________________________________________________________________
NET INCOME PER SHARE $ 0.02 $ .18
____________________________________________________________________________
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 3,500,000 3,668,750
____________________________________________________________________________
(a) Includes the results of Niagara Corporation only.

(b) Includes the results of Niagara Corporation and Niagara Cold Drawn
Corp. for the period from January 1, 1996 to June 30, 1996, and
the results of Southwest Steel Company, Inc. for the period from
February 1, 1996 to June 30, 1996.
____________________________________________________________________________
See accompanying notes to financial statements.

<TABLE>
<CAPTION>
NIAGARA CORPORATION
AND SUBSIDIARIES

STATEMENTS OF COMMON STOCK, PREFERRED STOCK, ADDITIONAL PAID-IN CAPITAL AND DEFICIT
(UNAUDITED)

Period January 1, 1996 to June 30, 1996
_______________________________________________________________
Common stock Preferred stock
_________________ _________________
Number of Amount Number of Amount Additional Retained
shares shares paid-in earnings
capital (deficit) Total
<S> <C> <C> <C> <C> <C> <C> <C>
________________________________________________________________________________________________________
BALANCE, JANUARY 1,
1996 3,500,000 $ 3,500 - $- $15,560,296 $(1,101,449) $14,462,347

Shares issued(a) 168,750 169 - - (169)
Net income for the
period - - - - - 646,214 646,214
_________________________________________________________________________________________________________
BALANCE, JUNE 30,
1996 3,668,750 $ 3,669 - $- $15,560,127 $ (455,235) $15,108,561
_________________________________________________________________________________________________________

(a) On May 22, 1996, Niagara Corporation issued 168,750 shares of Common Stock in exchange for unit purchase
options issued to the underwriters of its 1993 initial public offering. (See Note 1.)
_________________________________________________________________________________________________________
See accompanying notes to financial statements.

</TABLE>

NIAGARA CORPORATION
AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS
(UNAUDITED)
____________________________________________________________________________
Six months ended June 30, 1995(a) 1996(b)
____________________________________________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 83,010 $ 646,214
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation and amortization 2,682 847,736
Deferred income taxes - (112,000)
Allowance for bad debts - 37,000
Changes in assets and
liabilities, net of effects
from purchase of Southwest:

Increase in interest on
U.S. Government
securities held in
Trust Fund (405,475) -
Increase in accounts
receivable - (1,403,136)
Decrease in inventories - 3,643,111
Increase in other current
assets - (93,781)
Increase in other assets - (305,392)
Decrease in accounts
payable and accrued
expenses (605,400) (182,918)
____________________________________________________________________________
TOTAL ADJUSTMENTS (202,607) 2,430,620
____________________________________________________________________________
NET CASH PROVIDED BY
(USED IN) OPERATING
ACTIVITIES (285,617) 3,076,834
____________________________________________________________________________
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of Southwest, net of
cash acquired - (3,004,999)
Acquisitions of fixed assets, net - (2,422,091)
____________________________________________________________________________
NET CASH USED IN
INVESTING ACTIVITIES - (5,429,090)
____________________________________________________________________________
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds provided by (used
in) financing (395,000) 1,630,574
____________________________________________________________________________
NET DECREASE IN CASH AND CASH
EQUIVALENTS (109,383) (719,682)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 936,957 2,186,897
____________________________________________________________________________
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 827,374 $1,467,215
____________________________________________________________________________
(a) Includes the cash flows of Niagara Corporation only.
(b) Includes the cash flows of Niagara Corporation and Niagara Cold
Drawn Corp. for the period from January 1, 1996 to June 30, 1996,
and the cash flows of Southwest Steel Company, Inc. for the period
from February 1, 1996 to June 30, 1996.
____________________________________________________________________________
See accompanying notes to financial statements.

NIAGARA CORPORATION
AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS - INFORMATION AS OF
JUNE 30, 1996 AND FOR THE PERIODS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED.
____________________________________________________________________________
1. BASIS OF The accompanying financial statements are
PRESENTATION unaudited; however, in the opinion of management,
all adjustments necessary for a fair statement of
financial position and results for the stated
periods have been included. These adjustments are
of a normal recurring nature. Selected information
and footnote disclosures normally included in
financial statements prepared in accordance with
generally accepted accounting principles have been
condensed or omitted. Results for interim periods
are not necessarily indicative of the results to
be expected for an entire fiscal year. It is
suggested that these condensed financial
statements be read in conjunction with the audited
financial statements and notes thereto as of and
for the year ended December 31, 1995.

On August 16, 1995, Niagara Corporation
("Niagara"), formerly International Metals
Acquisition Corporation, acquired all of the
issued and outstanding common and preferred stock
of Niagara Cold Drawn Corp. ("NCD"), a
manufacturer of cold drawn steel bars, for
$10,744,045 in cash. The acquisition was accounted
for as a purchase and the consolidated financial
statements include the results of NCD from August
17, 1995. (See Note 4.)

The purchase price for NCD, including certain
transaction expenses of $1,174,377, totaled
$11,918,422. NCD's stockholder's equity at
August 16, 1995 was $6,519,678. After giving
effect to this excess and a $3,309,000 deferred
tax liability, the purchase price for NCD exceeded
the book value of NCD's stockholder's equity by
approximately $8,708,000. This excess was
allocated to the carrying amounts of certain
assets of NCD. As a result of the NCD acquisition,
Niagara was able to utilize its net operating loss
carryforward at August 16, 1995 of approximately
$1,150,000. The tax benefit of this loss (that was
previously fully reserved by a valuation
allowance) totals approximately $460,000, which
amount was recorded as a deferred tax asset at the
date of the acquisition. Approximately $1,000,000
of this loss was utilized as of December 31, 1995,
and the remainder was utilized during the six
months ended June 30, 1996 to reduce current tax
liabilities. In accordance with SFAS 109, the tax
benefit received from this utilization was
reflected as a reduction of the deferred tax asset
rather than a reduction in tax expense in the
statement of operations.

On January 31, 1996, NCD entered into a stock
purchase agreement with the stockholders of
Southwest Steel Company, Inc. ("Southwest"), a
manufacturer of cold drawn steel bars, pursuant to
which, and simultaneously therewith, NCD purchased
all of the outstanding capital stock of Southwest
for $1,920,000 in cash and $1,156,773 principal
amount of Niagara promissory notes guaranteed by
Niagara. In connection with this acquisition, NCD
discharged $8,518,691 of Southwest indebtedness,
and Niagara guaranteed $898,000 of Southwest
indebtedness to a former Southwest stockholder.
The acquisition was accounted for as a purchase
and financed by a $12,000,000 term loan facility
and the utilization of a portion of NCD's
revolving line of credit. The consolidated
financial statements include the results of
Southwest from February 1, 1996.
The Southwest purchase price, including certain
transaction expenses of $483,270, totaled
$3,560,043; Southwest's stockholders' equity at
January 31, 1996 was $1,071,782. The $2,488,261
excess has been allocated to goodwill.

On May 8, 1996, pursuant to the provisions of the
Southwest stock purchase agreement, NCD asserted
indemnification claims in the aggregate amount of
approximately $1,300,000 against the former
Southwest stockholders. On May 22, 1996, NCD
brought an action against such stockholders
relating to these claims. The defendants have
denied liability in their answer. Any amount
received in satisfaction of these claims would be
accounted for as a reduction in purchase price and
an adjustment to goodwill.
On May 22, 1996, Niagara issued 168,750 shares of
Common Stock in exchange for unit purchase options
(the "Purchase Options") issued to the
underwriters of its 1993 initial public offering.
The Purchase Options were exercisable until August
13, 1998 for an aggregate of 250,000 units at
$9.00 per unit (subject, in each case, to certain
anti-dilution adjustments), with each unit
consisting of one share of Common Stock and two
warrants, with each warrant exercisable for one
share of Common Stock at $6.60.

2. ACQUISITIONS OF As discussed in Note 1 above, on August 16, 1995
NCD AND Niagara acquired all of the issued and outstanding
SOUTHWEST shares of common and preferred stock of NCD, and
on January 31, 1996 NCD acquired all of the issued
and outstanding capital stock of Southwest.
Pro forma results of operations, assuming both
acquisitions had occurred on January 1, 1995, are
detailed below. Pro forma adjustments primarily
include additional depreciation and amortization
on the excess purchase price allocated to
property, plant, equipment (NCD) and goodwill
(Southwest), elimination of interest income on the
portion of Niagara's investment in a U.S.
government security deposited in a trust fund
liquidated upon the acquisition of NCD and
elimination of other nonrecurring items.

This pro forma financial data does not purport to
be indicative of the results which actually could
have been obtained had such transactions been
completed as of the assumed dates or which may be
obtained in the future.

Six months Six months
ended June ended June
In thousands 30, 1995 30, 1996
____________________________________________________
Net sales $44,541 $43,007
Net income 1097 725
Net income per share .31 .21
____________________________________________________
3. INVENTORIES Inventories consisted of the following:

December 31, June 30,
1995 1996
____________________________________________________
Raw materials $ 6,978,363 $ 5,445,046
Work-in-pro cess 1,088,153 1,030,432
Finished goods 6,677,025 7,844,663
____________________________________________________
$14,743,541 $14,320,141
____________________________________________________
Inventories are stated using the LIFO method.

4. CONTINGENCIES NCD is subject to Federal, state and local
environmental laws and regulations concerning,
among other matters, water emissions and waste
disposal. Management believes that NCD currently
is in material compliance with all applicable
environmental laws and regulations.

During 1994, Axia, Inc. ("Axia"), the prior owner
of NCD's Buffalo, N.Y. property, alleged that NCD
and certain other parties are responsible for some
or all of the costs that may be incurred to
remediate a site adjoining such property. Axia
requested payment of $200,000 in exchange for
Axia's agreeing to assume full responsibility for
the remediation and to indemnify NCD against any
claim arising from this matter. NCD is negotiating
with Axia and has offered to pay $40,000 in
exchange for Axia's agreeing to assume full
responsibility for the remediation and to
indemnify NCD against any claim arising from this
matter. Axia did not respond to the offer but
suggested that the parties continue their
settlement discussions. The balance sheets at
December 31, 1995 and June 30, 1996 include an
accrued liability of $40,000 for this contingency.

Pursuant to the stock purchase agreement, NCD is
required to pay Adage an amount equal to NCD's
Federal income taxes for the taxable period
January 1, 1995 through August 16, 1995, computed
as if NCD were not included in a consolidated
Federal income tax return for such period. In
determining such amount, NCD deducted from its
income the payment made to senior management,
thereby reducing the amount payable by NCD to
Adage. Adage has disputed NCD's taking of this
$1,666,327 deduction, the tax effect of which is
approximately $567,000, which, if deemed payable,
would be accounted for as an adjustment to the NCD
purchase price. Pursuant to the stock purchase
agreement, this matter is subject to binding
arbitration by an independent accounting firm.

NCD has insurance coverage for catastrophies as
well as risks required to be insured by law or
contract. NCD's policy is to retain a portion of
certain expected losses relating primarily to
workers' compensation, physical loss to property,
business interruption resulting from such loss and
comprehensive general, product, vehicle, medical
and life benefits and liability. Provisions for
losses expected under these programs are recorded
based on NCD's actual or estimated aggregate
liability for claims. Such estimates utilize
certain insurance industry actuarial assumptions
and are included in accrued expenses.

NIAGARA COLD DRAWN CORP.
AND SUBSIDIARY

CONTENTS
_________________________________________________________________________
NIAGARA COLD DRAWN CORP. IS CONSIDERED A PREDECESSOR
COMPANY:
Statements of operations 14
Statements of cash flows 15
Notes to financial statements 16-18

NIAGARA COLD DRAWN CORP.
AND SUBSIDIARY

STATEMENTS OF OPERATIONS
(UNAUDITED)
____________________________________________________________________________
Memorandum
only
___________________________________________________________________________
Three months ended June 30, 1995 1996 (a)
___________________________________________________________________________
NET SALES $15,073,209 $21,618,202
COST OF PRODUCTS SOLD 12,780,006 18,579,650
___________________________________________________________________________
GROSS PROFIT 2,293,203 3,038,552
Selling, general and
administrative expenses 1,307,435 2,082,005
___________________________________________________________________________
INCOME FROM OPERATIONS 985,768 956,547
OTHER INCOME (EXPENSE):
Interest 205,633 338,197
___________________________________________________________________________
INCOME BEFORE TAXES ON INCOME 780,135 618,350
TAXES ON INCOME 288,000 208,000
___________________________________________________________________________
NET INCOME $ 492,135 $ 410,350
___________________________________________________________________________
(a) This information is provided for informational purposes only to
provide for comparisons to prior periods. The amounts were derived
from combining the results of operations of Niagara Cold Drawn
Corp. from April 1, 1996 to June 30, 1996 with the results of
operations of Southwest Steel Company, Inc. from April 1, 1996 to
June 30, 1996.
__________________________________________________________________________
Memorandum
only
_________________
Six months ended June 30, 1995 1996 (a)
__________________________________________________________________________
NET SALES $28,537,249 $40,421,929
COST OF PRODUCTS SOLD 23,914,170 34,633,532
__________________________________________________________________________
GROSS PROFIT 4,623,079 5,788,397
Selling, general and
administrative expenses 2,580,085 3,909,454
__________________________________________________________________________
INCOME FROM OPERATIONS 2,042,994 1,878,943
OTHER INCOME (EXPENSE):
Interest 408,567 636,197
__________________________________________________________________________
INCOME BEFORE TAXES ON INCOME 1,634,427 1,242,746
TAXES ON INCOME 603,000 447,000
__________________________________________________________________________
NET INCOME $ 1,031,427 $ 795,746
__________________________________________________________________________
(a) This information is provided for informational purposes only to
provide for comparisons to prior periods. The amounts were derived
from combining the results of operations of Niagara Cold Drawn
Corp. from January 1, 1996 to June 30, 1996 with the results of
operations of Southwest Steel Company, Inc. from February 1, 1996
to June 30, 1996.
__________________________________________________________________________
See accompanying notes to financial statements.

NIAGARA COLD DRAWN CORP.
AND SUBSIDIARY

STATEMENTS OF CASH FLOWS
(UNAUDITED)
__________________________________________________________________________

Six months ended June 30, 1995(a)
__________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,031,427
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 395,298
Increase in inventories (1,932,938)
Increase in trade accounts receivable (976,435)
Increase in payables and accruals 2,140,233
Net change, other 451,003
__________________________________________________________________________
TOTAL ADJUSTMENTS 77,161
__________________________________________________________________________
NET CASH PROVIDED BY OPERATING 1,108,588
ACTIVITIES
__________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets, net (464,314)
__________________________________________________________________________
Net cash used in financing activities (625,842)
__________________________________________________________________________
NET INCREASE IN CASH 18,432
CASH, BEGINNING OF PERIOD 30,393
__________________________________________________________________________
CASH, END OF PERIOD $ 48,825
__________________________________________________________________________
(a) Includes the cash flows of Niagara Cold Drawn Corp. only.
__________________________________________________________________________
See accompanying notes to financial statements.

NIAGARA COLD DRAWN CORP.
AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS - INFORMATION FOR THE
PERIODS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED.
_________________________________________________________________________
1. BASIS OF The accompanying financial statements are
PRESENTATION unaudited; however, in the opinion of management,
all adjustments necessary for a fair statement of
results for the stated periods have been included.
These adjustments are of a normal recurring nature.
Selected information and footnote disclosures
normally included in financial statements prepared
in accordance with generally accepted accounting
principles have been condensed or omitted. Results
for interim periods are not necessarily indicative
of the results to be expected for an entire fiscal
year. It is suggested that these condensed
financial statements be read in conjunction with
the audited financial statements and notes thereto
as of and for the year ended December 31, 1995.

On January 31, 1996, Niagara Cold Drawn Corp.
("NCD") entered into a stock purchase agreement
with the stockholders of Southwest Steel Company,
Inc. ("Southwest"), a manufacturer of cold drawn
steel bars, pursuant to which, and simultaneously
therewith, NCD purchased all of the outstanding
capital stock of Southwest for $1,920,000 in cash
and $1,156,773 principal amount of NCD promissory
notes guaranteed by Niagara Corporation
("Niagara"). In connection with this acquisition,
NCD discharged $8,518,691 of Southwest
indebtedness, and Niagara guaranteed $898,000 of
Southwest indebtedness to a former Southwest
stockholder. The acquisition was accounted for as a
purchase, and financed by a $12,000,000 term loan
facility and the utilization of a portion of NCD's
revolving line of credit. The NCD financial
statements include the results of Southwest from
February 1, 1996.

The Southwest purchase price, including certain
transaction expenses of $483,270, totaled
$3,560,043; Southwest's stockholders' equity at
January 31, 1996 was $1,071,782. The $2,488,261
excess has been allocated to goodwill.
On May 8, 1996, pursuant to the provisions of the
Southwest stock purchase agreement, NCD asserted
indemnification claims in the aggregate amount of
approximately $1,300,000 against the former
Southwest stockholders. On May 22, 1996, NCD
brought an action against such stockholders
relating to these claims. The defendants have
denied liability in their answer. Any amount
received in satisfaction of these claims would be
accounted for as a reduction in purchase price and
an adjustment to goodwill.

2. CONTINGENCIES NCD is subject to Federal, state and local
environmental laws and regulations concerning,
among other matters, water emissions and waste
disposal. Management believes that NCD currently is
in material compliance with all applicable
environmental laws and regulations.

During 1994, Axia, Inc. ("Axia"), the prior owner
of NCD's Buffalo, N.Y. property, alleged that NCD
and certain other parties are responsible for some
or all of the costs that may be incurred to
remediate a site adjoining such property. Axia
requested payment of $200,000 in exchange for
Axia's agreeing to assume full responsibility for
the remediation and to indemnify NCD against any
claim arising from this matter. NCD is negotiating
with Axia and has offered to pay $40,000 in
exchange for Axia's agreeing to assume full
responsibility for the remediation and to indemnify
NCD against any claim arising from this matter.
Axia did not respond to the offer but suggested
that the parties continue their settlement
discussions.

In accordance with the stock purchase agreement for
the acquisition of NCD, on August 16, 1995, NCD's
former majority stockholder, Adage, Inc. ("Adage"),
paid $1,666,327 to certain senior management of NCD
in satisfaction of such individuals' rights under
their existing stock option and employment
agreements. NCD treated this payment, which is
reflected as an employment expense deduction on
NCD's financial statements for the period ended
August 16, 1995, as a contribution of additional
paid-in capital and compensation to management.
Pursuant to the stock purchase agreement, NCD is
required to pay Adage an amount equal to NCD's
Federal income taxes for the taxable period
January 1, 1995 through August 16, 1995, computed
as if NCD were not included in a consolidated
Federal income tax return for such period. In
determining such amount, NCD deducted from its
income the payment made to senior management,
thereby reducing the amount payable by NCD to
Adage. Adage has disputed NCD's taking of this
$1,666,327 deduction, the tax effect of which is
approximately $567,000, which, if deemed payable,
would be accounted for as an adjustment to the NCD
purchase price. Pursuant to the stock purchase
agreement, this matter is subject to binding
arbitration by an independent accounting firm.

NCD has insurance coverage for catastrophies as
well as risks required to be insured by law or
contract. NCD's policy is to retain a portion of
certain expected losses related primarily to
workers' compensation, physical loss to property,
business interruption resulting from such loss and
comprehensive general, product, vehicle, medical
and life benefits and liability. Provisions for
losses expected under these programs are recorded
based on NCD's actual or estimated aggregate
liability for claims. Such estimates utilize
certain insurance industry actuarial assumptions
and are included in accrued expenses.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Niagara Corporation (formerly International Metals Acquisition
Corporation), a Delaware corporation ("Niagara," and, together with
its subsidiaries, the "Company"), was organized on April 27, 1993 with
the objective of acquiring an operating business engaged in the metals
processing and distribution industry or metals-related manufacturing
industry.

On June 1, 1995, Niagara entered into a stock purchase agreement
with the stockholders of Niagara Cold Drawn Corp. ("NCD"), a
manufacturer of cold drawn steel bars, providing for the purchase by
Niagara of all outstanding shares of common and preferred stock of NCD
for $10,744,045 in cash. This acquisition was consummated on August
16, 1995.

On January 31, 1996, NCD entered into a stock purchase agreement
with the stockholders of Southwest Steel Company, Inc. ("Southwest"),
a manufacturer of cold drawn steel bars, pursuant to which, and
simultaneously therewith, NCD purchased all outstanding capital stock
of Southwest for $1,920,000 in cash and $1,156,773 principal amount of
NCD promissory notes guaranteed by Niagara. In connection with this
acquisition, NCD discharged $8,518,691 of Southwest indebtedness, and
Niagara guaranteed $898,000 of Southwest indebtedness to a former
Southwest stockholder. On May 8, 1996, NCD asserted an aggregate of
approximately $1,300,000 of indemnification claims against the former
Southwest stockholders. On May 22, 1996, NCD brought an action
against such stockholders relating to these claims. The defendents
have denied liability in their answer. (See Note 1 to the financial
statements of Niagara and NCD; see also Part II, Item 1. Legal
Proceedings.)

Niagara is engaged in substantive commercial activity through NCD
and Southwest and the following comparison of results of operations
relates primarily to the operations of such subsidiaries. In this
connection, NCD and Southwest are referred to collectively as the
"Subsidiaries."

THREE MONTHS ENDED JUNE 30, 1996 COMPARED WITH JUNE 30, 1995

Net sales for the three months ended June 30, 1996 were
$21,618,202, representing an increase of $6,544,993 or 43.4% over the
same period in 1995. This increase resulted from an increase in
sales, primarily due to the acquisition of Southwest.

Cost of sales for the three months ended June 30, 1996 increased
by $5,799,644 to $18,579,650, representing an increase of 45.3% over
the same period in 1995. This increase was primarily the result of
the growth in sales. Gross margins for the second quarter of 1996
decreased approximately 1.6% from the second quarter of 1995 primarily
due to lower selling prices.

Selling, general and administrative expenses of the Subsidiaries
(not including freight, management fees, bonuses and step-up
amortization) for the three months ended June 30, 1996 increased by
approximately $250,000 to approximately $1,400,000, or 6.5% of sales
compared to 7.0% for the same period in 1995. This increase was
primarily due to costs associated with the increase in sales.

Interest expense for the three months ended June 30, 1996, as
compared to the three months ended June 30, 1995, increased $132,564
to $338,197 due to increased levels of borrowing.

Net income for the three months ended June 30, 1996 was $395,350,
a decrease of $96,782 or approximately 19.7% from the three months
ended June 30, 1995. This decrease resulted from increased
administrative expenses and step-up amortization related to the
purchase of NCD.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH JUNE 30, 1995

Net sales for the six months ended June 30, 1996 were
$40,421,929, representing an increase of $11,884,680 or 41.6% over the
same period in 1995. This increase resulted from an increase in
sales, primarily due to the acquisition of Southwest.

Cost of sales for the six months ended June 30, 1996 increased by
$10,719,372 to $34,633,542, representing an increase of 44.8% over the
same period in 1995. This increase was primarily the result of the
growth in sales. Gross margins for the six months ended June 30, 1996
decreased approximately 2.1% from the same period in 1995 primarily
due to lower selling prices.

Selling, general and administrative expenses of the Subsidiaries
(not including freight, management fees, bonuses and step-up
amortization) for the six months ended June 30, 1996 increased by
approximately $600,000 to approximately $2,475,000, or 6.1% of sales
compared to 6.5% for the same period in 1995. This increase was
primarily due to costs associated with the increase in sales.

Interest expense for the six months ended June 30, 1996, as
compared to the six months ended June 30, 1995, increased $227,630 to
$636,197 due to increased levels of borrowing.

Net income for the six months ended June 30, 1996 was $795,000, a
decrease of $236,000 or approximately 23% from the six months ended
June 30, 1995. This decrease resulted from increased administrative
expenses and step-up amortization.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1996, the Company had approximately $1,467,215 in
cash and cash equivalents. Such funds are used for working capital
and other corporate purposes. The Company's selling, general and
administrative expenses increased by $3,844,093 for the six months
ended June 30, 1996 to approximately $4,186,558. This increase was
due primarily to the completion of the NCD and Southwest acquisitions.

The Company's principal long-term liquidity requirement has been
and is expected to continue to be the funding of capital expenditures
to modernize, improve and expand its facilities, machinery and
equipment. Capital expenditures for the six months ended June 30,
1996 totaled approximately $2,400,000 compared to approximately
$465,000 for the same period in 1995. Most of this increase related
to the continued construction of Southwest's new facility in
Midlothian, Texas.

NCD has credit facilities (the "Credit Facilities") with
Manufacturers and Traders Trust Company. These Credit Facilities are
guaranteed by Niagara and consist of a $12,000,000 term loan facility
(the "Term Loan Facility") and a $14,000,000 revolving credit facility
(the "Revolving Credit Facility"). The Credit Facilities are
guaranteed by Niagara and Southwest, primarily secured by the eligible
accounts receivable and inventory of NCD and Southwest, carry
restrictions on, among other things, capital expenditures, dividends
and changes in control of NCD, and require minimum levels of net worth
through maturity. NCD is in compliance with these provisions.

The Term Loan Facility provides for the payment of (i) interest
in monthly installments from March 1, 1996 through February 1, 1997
and (ii) principal and interest in monthly installments from March 1,
1997 through February 1, 2003. The interest rate is fixed at 7.49%
for the first two years, and thereafter will be periodically adjusted
to 2.5% above the average yield on certain United States Treasury
obligations. Loans pursuant to the Revolving Credit Facility are
secured by, and based on, a percentage of eligible accounts receivable
and inventory and will mature on January 31, 1999. The interest rate
on each loan is 2.5% above the applicable LIBOR rate. Monthly
interest payments commenced on March 1, 1996.

Working capital of the Company at June 30, 1996 was $13,477,542,
compared to $11,885,476 at December 31, 1995. At June 30, 1996, NCD
had borrowed $4,438,612 under the Revolving Credit Facility and had
$9,361,388 in available credit under this Facility.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On May 22, 1996, NCD commenced an action in the Supreme
Court of the State of New York, Erie County, captioned Niagara Cold
Drawn Corp. v. Handrahan, et al., against the former Southwest
stockholders who sold their shares to NCD. In its complaint, NCD
asserts indemnification, breach of contract, and other claims against
the defendants and seeks damages of approximately $1.3 million. The
claims alleged by NCD include, among other things, that the sellers
inaccurately represented the value of Southwest's inventory and
breached other representations, warranties, and covenants in the stock
purchase agreement. The defendants have answered NCD's complaint,
denying liability. This action is now in the early stages of
discovery. Joseph Handrahan, a former Southwest stockholder and a
defendant in this action, is a Vice President of Southwest.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

(a) An Annual Meeting of Niagara Stockholders was held
on May 16, 1996.

(b) Michael J. Scharf, William H. Hyman, Gilbert D.
Scharf, Gerald L. Cohn and Andrew R. Heyer were re-elected as
directors of Niagara.

(c) The matters voted upon at the Annual Meeting were
(i) the election of Michael J. Scharf, William H. Hyman, Gilbert D.
Scharf, Gerald L. Cohn and Andrew R. Heyer to hold office until the
next Annual Meeting of Stockholders or until their respective
successors have been duly elected and qualified, the vote as to which
was 3,355,952 for and 9,900 withheld in connection with each of the
five nominees; (ii) a proposal to amend Niagara's Restated Certificate
of Incorporation to (a) decrease the number of authorized shares of
Common Stock from 50,000,000 to 15,000,000 shares and (b) decrease the
number of authorized shares of Preferred Stock from 1,000,000 to
500,000 shares, the vote as to which was 1,863,545 for, 12,300 against
and 11,000 abstentions; (iii) a proposal to amend Niagara's Restated
Certificate of Incorporation to change the name of the company from
International Metals Acquisition Corporation to Niagara Corporation,
the vote as to which was 3,232,652 for, 19,600 against and 13,600
abstentions; (iv) a proposal to approve Niagara's 1995 Stock Option
Plan, the vote as to which was 1,759,545 for, 86,500 against and
24,800 abstentions; and (v) the ratification and approval of the
appointment of BDO Seidman LLP as independent accountants for 1996,
the vote as to which was 3,344,552 for, 6,400 against and 14,900
abstentions.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1 Registrant's Restated Certificate of Incorporation as
amended on May 16, 1996.
*3.2 Registrant's By-laws.
*4.1 Form of Common Stock Certificate.
*4.2 Form of Warrant Certificate.
**4.3 Unit Purchase Option Granted to GKN Securities Corp.
**4.4 Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.
***10.12 UPO Exchange Agreement by and among the Registrant and GKN
Securities Corp., Roger Gladstone, David M. Nussbaum,
Robert Gladstone, Richard Buonocore, Debra L. Schondorf,
Andrea B. Goldman, Ira S. Greenspan and Barington Capital
Corp., L.P.
****21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
__________________________
* Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-64682.
** Incorporated by reference to exhibits filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1993.
*** Incorporated by reference to exhibit 10.1 to the Registrant's
Report on Form 8-K, dated May 30, 1996.
**** Incorporated by reference to exhibits filed in the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1995.

(b) Reports on Form 8-K

The Registrant filed the financial statements of Southwest
and pro forma financial information by an 8-K amendment on
April 15, 1996 (amending its Report on Form 8-K, dated
February 13, 1996). In addition, the Registrant filed its
Report on Form 8-K, dated May 30, 1996, reporting under
Items 5 and 7 the issuance of 168,750 shares of its Common
Stock in exchange for unit purchase options issued to the
underwriters of its 1993 initial public offering.

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.

NIAGARA CORPORATION
_________________________________
(Registrant)

Date: August 14, 1996 /s/ Gilbert D. Scharf
________________________________________
Gilbert D. Scharf, Vice President

Date: August 14, 1996 /s/ Gilbert D. Scharf
________________________________________
Gilbert D. Scharf, Principal Accounting
Officer

Exhibit Index

3.1 Registrant's Restated Certificate of Incorporation as amended
on May 16, 1996.
*3.2 Registrant's By-laws.
*4.1 Form of Common Stock Certificate.
*4.2 Form of Warrant Certificate.
**4.3 Unit Purchase Option Granted to GKN Securities Corp.
**4.4 Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.
***10.12 UPO Exchange Agreement by and among the Registrant and
GKN Securities Corp., Roger Gladstone, David M. Nussbaum,
Robert Gladstone, Richard Buonocore, Debra L. Schondorf,
Andrea B. Goldman, Ira S. Greenspan and Barington Capital
Corp., L.P.
****21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
__________________________
* Incorporated by reference to exhibits filed with the
Registrant's Registration Statement on Form S-1, Registration
No. 33-64682.
** Incorporated by reference to exhibits filed with the
Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1993.
*** Incorporated by reference to exhibit 10.1 to the Registrant's
Report on Form 8-K, dated May 30, 1996.
**** Incorporated by reference to exhibits filed in the Registrant's
Report on Form 10-K for the fiscal year ended December 31,
1995.

RESTATED CERTIFICATE OF INCORPORATION

AS SUBSEQUENTLY AMENDED

NIAGARA CORPORATION

FIRST: The name of the Corporation is Niagara
Corporation (hereinafter the "Corporation").

SECOND: The address of the registered office
of the Corporation in the State of Delaware is 1013
Centre Road, in the City of Wilmington, County of New
Castle. The name of its registered agent at that address
is Corporation Service Company.

THIRD: The purpose of the Corporation is to
engage in any lawful act or activity for which a
corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in
Title 8 of the Delaware Code (the "GCL").

FOURTH: The total number of shares of stock
which the Corporation shall have authority to issue is
15,500,000 of which 15,000,000 shares shall be Common
Stock, par value $.001 per share, and 500,000 shares
shall be Preferred Stock, par value $.001 per share.

A. Preferred Stock. The Board of Directors is
expressly authorized to provide for the issuance of all
or any shares of the Preferred Stock, in one or more
classes or series, and to fix for each such class or
series such voting powers, full or limited, or no voting
powers, and such distinctive designations, preferences
and relative, participating, optional or other special
rights and such qualifications, limitations or
restrictions thereof as shall be stated and expressed in
the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such class or
series (a "Preferred Stock Designation") and as may be
permitted by the GCL, including, without limitation, the
authority to provide that any such class or series may be
(i) subject to redemption at such time or times and at
such price or prices; (ii) entitled to receive dividends
(which may be cumulative or non-cumulative) at such
rates, on such conditions, and at such times, and payable
in preference to, or in such relation to, the dividends
payable on any other class or classes or any other
series; (iii) entitled to such rights upon the
dissolution of, or upon any distribution of the assets
of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of
stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such
price or prices or at such rates of exchange and with
such adjustments, all as may be stated in such resolution
or resolutions.

B. Common Stock. Except as otherwise required
by law or as otherwise provided in any Preferred Stock
Designation, the holders of the Common Stock shall
exclusively possess all voting power and each share of
Common Stock shall have one vote.

FIFTH: The name and mailing address of the
Sole Incorporator are as follows:

Name Address
Deborah M. Reusch P.O. Box 636
Wilmington, Delaware 19899

SIXTH: The following provisions A through E
shall apply during the period commencing upon the filing
of this Certificate of Incorporation and terminating upon
the consummation of any "Business Combination," and may
not be amended prior to the consummation of any Business
Combination. A "Business Combination" shall mean the
acquisition by the Corporation, whether by merger,
exchange of capital stock, asset or stock acquisition or
other similar type of transaction, of any business
("Target Business") in the metals processing and
distributing industry or a metals related manufacturing
industry.

A. Prior to the consummation of any Business
Combination, the Corporation shall submit such Business
Combination to its stockholders for approval regardless
of whether the Business Combination is of a type which
normally would require such stockholder approval under
the GCL. In the event that the holders of a majority of
the outstanding voting stock of the Corporation vote for
the approval of the Business Combination, the Corporation
shall be authorized to consummate the Business
Combination. Notwithstanding the foregoing, in the event
that the holders of 20% or more of the voting stock of
the Corporation (excluding, for this purpose, those
persons ("Insiders") who were stockholders prior to the
consummation of the Corporation's initial public offering
of its securities ("IPO")) vote against the Business
Combination, the Corporation shall not be authorized to
consummate such Business Combination.

B. In the event that a Business Combination is
approved in accordance with the above paragraph A and is
consummated by the Corporation, any stockholder of the
Corporation other than an Insider (a "Public
Stockholder") who voted against the Business Combination
may demand that the Corporation redeem his shares. If so
demanded, the Corporation shall redeem such shares at a
per share redemption price equal to the quotient
determined by dividing (i) the amount in the Trust Fund
(as defined below), inclusive of any after-tax interest
thereon, as of the record date for determination of
stockholders entitled to vote on the Business
Combination, by (ii) the number of shares held by the
Public Stockholders. "Trust Fund" shall mean the trust
account established by the Corporation at the
consummation of its IPO and into which certain amounts of
the net proceeds of the IPO are deposited.

C. In the event that the Corporation does not
consummate a Business Combination by the later of (i) 18
months after the consummation of the Corporation's IPO or
(ii) 24 months after the consummation of the IPO in the
event that an agreement for a Business Combination was
executed but not consummated within such 18-month period
(the later of such dates being referred to as the
"Termination Date"), the officers of the Corporation
shall take all such action necessary to dissolve and
liquidate the Corporation within 60 days of the
Termination Date. In the event that the Corporation is
so dissolved and liquidated, only the Public Stockholders
shall be entitled to receive liquidating distributions
and the Corporation shall pay no liquidating
distributions to any Insider. Notwithstanding any
provisions contained in this ARTICLE SIXTH, an Insider
shall be considered a Public Stockholder with respect to
all securities of the Corporation acquired in or
subsequent to the Corporation's IPO.

D. A Public Stockholder shall be entitled to
receive distributions from the Trust Fund only in the
event of a liquidation of the Corporation or in the event
he demands redemption of his shares in accordance with
paragraph B above. In no other circumstances shall a
Public Stockholder have any right or interest of any kind
in or to the Trust Fund.

E. Directors shall be divided into two
classes. At each annual meeting of stockholders,
directors elected to succeed those directors whose terms
expire shall he elected for a term of office to expire at
the second succeeding annual meeting of stockholders
after their election. Except as the GCL may otherwise
require, in the interim between annual meetings of
stockholders or of special meetings of stockholders
called for the election of directors and/or for the
removal of one or more directors and for the filling of
any vacancy in that connection, newly created
directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from
the removal of directors for cause, may be filled by the
vote of a majority of the remaining Directors then in
office, although less than a quorum, or by the sole
remaining Director. All directors shall hold office
until the expiration of their respective terms of office
and until their successors shall have been elected and
qualified.

SEVENTH: The following provisions are inserted
for the management of the business and the conduct of the
affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

(1) The business and affairs of the
Corporation shall be managed by or under the
direction of the Board of Directors.

(2) The directors shall have concurrent
power with the stockholders to make, alter,
amend, change, add to or repeal the By-Laws of
the Corporation.

(3) The number of directors of the
Corporation shall be as from time to time fixed
by, or in the manner provided in, the By-Laws
of the Corporation. Election of directors need
not be by written ballot unless the By-Laws so
provide.

(4) No director shall be personally
liable to the Corporation or any of its
stockholders for monetary damages for breach of
fiduciary duty as a director, except for
liability (i) for any breach of the director's
duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not
in good faith or which involve intentional
misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the GCL or (iv) for
any transaction from which the director derived
an improper personal benefit. Any repeal or
modification of this Article SEVENTH by the
stockholders of the Corporation shall not
adversely affect any right or protection of a
director of the Corporation existing at the
time of such repeal or modification with
respect to acts or omissions occurring prior to
such repeal or modification.

(5) In addition to the powers and
authority hereinbefore or by statue expressly
conferred upon them, the directors are hereby
empowered to exercise all such powers and do
all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless,
to the provisions of the GCL, this Certificate
of Incorporation, and any By-Laws adopted by
the stockholders; provided, however, that no
By-Laws hereafter adopted by the stockholders
shall invalidate any prior act of the directors
which would have been valid if such By-Laws had
not been adopted.

EIGHTH: Meetings of stockholders may be held
within or without the State of Delaware, as the By-Laws
may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) outside
the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or
in the By-Laws of the Corporation.

NINTH: The Corporation reserves the right to
amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this
reservation.

TENTH: Whenever a compromise or arrangement
is proposed between this Corporation and its creditors or
any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the
application in a summary way of this Corporation or of
any creditor or stockholder thereof or on the application
of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of Title
8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279
of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the
stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in
number representing three-fourths in value of the
creditors or class of creditors, and/or of the
stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on
all the creditors or class of creditors, and/or on all
the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this
Corporation.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the financial statements of Niagara
Corporation and subsidiaries as of June 30, 1996 and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>

<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-START> APR-01-1996 JAN-01-1996
<PERIOD-END> JUN-30-1996 JUN-30-1996
<CASH> 1,467 1,467
<SECURITIES> 0 0
<RECEIVABLES> 8,874 8,874
<ALLOWANCES> 355 355
<INVENTORY> 14,320 14,320
<CURRENT-ASSETS> 24,760 24,760
<PP&E> 22,192 22,192
<DEPRECIATION> 1,260 1,260
<TOTAL-ASSETS> 48,954 48,954
<CURRENT-LIABILITIES> 11,283 11,283
<BONDS> 18,963 18,963
<COMMON> 4 4
0 0
0 0
<OTHER-SE> 15,104 15,104
<TOTAL-LIABILITY-AND-EQUITY> 48,954 48,954
<SALES> 21,618 40,422
<TOTAL-REVENUES> 21,618 40,422
<CGS> 18,580 34,634
<TOTAL-COSTS> 18,580 34,634
<OTHER-EXPENSES> 2,174 4,187
<LOSS-PROVISION> 22 37
<INTEREST-EXPENSE> 319 592
<INCOME-PRETAX> 546 1,010
<INCOME-TAX> 197 364
<INCOME-CONTINUING> 349 646
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 349 646
<EPS-PRIMARY> 0.10 .18
<EPS-DILUTED> 0.10 .18

</TABLE>