BAYOU STEEL CORP
10-Q, 1994-08-02
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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[DESCRIPTION] THIRD QUARTER FISCAL 1994 10-Q

<PAGE> 1

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                                                                  
                           Washington, D. C.  20549              
                                                                 
                                                                  
                                   FORM 10-Q                     

(Mark One)

    X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended June 30, 1994
                                      OR
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number 33-22603


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


        Delaware                                           72-1125783        
(State of incorporation)                                (I.R.S. Employer     
                                                       Identification No.)   

             River Road, P.O. Box 5000, LaPlace, Louisiana  70069
                   (Address of principal executive offices)
                                  (Zip Code)


                                 (504) 652-4900                   
             (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, and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   No     

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

               Class                     Shares Outstanding at June 30, 1994

Class A Common Stock, $.01 par value                   10,613,380
Class B Common Stock, $.01 par value                    2,271,127
Class C Common Stock, $.01 par value                          100
                                                       ----------
                                                       12,884,607
                                                       ==========<PAGE>
<PAGE> 2
                            BAYOU STEEL CORPORATION

                                     INDEX



                                                                        Page
PART I.     FINANCIAL INFORMATION                                      Number

            Item 1.     Financial Statements

                        Balance Sheets -- June 30, 1994
                         and September 30, 1993                            3

                        Statements of Income (Loss) --
                         Nine Months Ended
                         June 30, 1994 and 1993                            5

                        Statements of Cash Flows -- Nine Months
                         Ended June 30, 1994 and 1993                      6

                        Notes to Financial Statements                      7

            Item 2.     Management's Discussion and Analysis

                        Results of Operations                             12

                        Liquidity and Capital Resources                   15

PART II.    OTHER INFORMATION       

            Item 6.     Exhibits and reports on Form 8-K                  17<PAGE>

<PAGE> 3
                        PART I - FINANCIAL INFORMATION


Item 1.   FINANCIAL STATEMENTS


                            BAYOU STEEL CORPORATION
                                BALANCE SHEETS
                                    ASSETS
<TABLE>
<CAPTION>

                                             (Unaudited)         (Audited)
                                               June 30,        September 30,
                                                 1994              1993
                                             -----------       -------------
<S>                                          <C>               <C>
CURRENT ASSETS:
  Cash and temporary cash investments       $  1,929,010       $    517,900 
  Trade receivables, net of allowance
     of $686,518 and $542,725,
     respectively                             20,126,589         18,350,338 
  Other receivables                              321,149            326,569 
  Inventories                                 60,556,793         48,486,408 
  Prepaid expenses                               502,472            222,277 
                                            ------------       ------------
      Total current assets                    83,436,013         67,903,492 
                                            ------------       ------------
PROPERTY, PLANT AND EQUIPMENT:
  Land and improvements                        4,134,962          4,124,002 
  Machinery and equipment                     75,250,917         72,954,682 
  Plant and office buildings                  12,663,242         12,663,242 
  Construction in progress                     2,641,625          3,302,603 
  Less-Accumulated depreciation              (27,313,683)       (23,785,622)
                                            ------------       ------------
      Net property, plant and equipment       67,377,063         69,258,907 
                                            ------------       ------------
OTHER ASSETS                                   3,537,758          1,117,788 
                                            ------------       ------------
      Total assets                          $154,350,834       $138,280,187 
                                            ============       ============ 

</TABLE>

  The accompanying notes are an integral part of these financial statements.<PAGE>

<PAGE> 4
                            BAYOU STEEL CORPORATION
                                BALANCE SHEETS
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                             (Unaudited)         (Audited)
                                              June 30,         September 30,
                                                1994               1993
                                            ------------       -------------
<S>                                         <C>                <C>
CURRENT LIABILITIES:
  Accounts payable                          $ 13,238,347       $ 17,671,923 
  Accrued liabilities                          7,308,453          4,560,249 
  Current maturities of long-term debt           337,804          9,282,156 
  Borrowings under line of credit                  --             4,000,000 
                                            ------------       ------------
      Total current liabilities               20,884,604         35,514,328 
                                            ------------       ------------
LONG-TERM DEBT:
  Senior secured notes                        75,000,000         39,900,000 
  Notes payable                                  847,037          1,634,625 
                                            ------------       ------------
      Total long-term debt                    75,847,037         41,534,625 
                                            ------------       ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value -
      Class A                                    106,134            106,134 
      Class B                                     22,711             22,711 
      Class C                                          1                  1 
                                            ------------       ------------
      Total common stock                         128,846            128,846 

  Paid-in capital                             44,890,554         44,890,554 

  Retained earnings                           12,599,793         16,211,834 
                                            ------------       ------------
      Total stockholders' equity              57,619,193         61,231,234 
                                            ------------       ------------
      Total liabilities & stockholders'
        equity                              $154,350,834       $138,280,187 
                                            ============       ============ 

</TABLE>

  The accompanying notes are an integral part of these financial statements.<PAGE>

<PAGE> 5
                            BAYOU STEEL CORPORATION
                          STATEMENTS OF INCOME (LOSS)
<TABLE>                            (Unaudited)
<CAPTION>
                        Third Quarter Ended           Nine Months Ended
                              June 30,                    June 30,
                         1994          1993          1994          1993
                     -----------   ------------  ------------  ------------   
<S>                  <C>           <C>           <C>           <C>
NET SALES            $ 44,876,997  $ 34,485,273  $119,088,293  $ 99,725,980 
COST OF SALES          39,711,252    33,740,020   108,127,312    93,305,959 
                     ------------  ------------  ------------  ------------   
GROSS PROFIT            5,165,745       745,253    10,960,981     6,420,021  
SELLING, GENERAL                   
 & ADMINISTRATIVE                  
 EXPENSES                 963,370       963,068     2,842,346     3,073,123 
NON-PRODUCTION
 STRIKE EXPENSES          157,489     1,833,536       794,734     2,561,901 
                     ------------  ------------  ------------  ------------   
OPERATING INCOME        4,044,886    (2,051,351)    7,323,901       784,997 
                     ------------  ------------  ------------  ------------   
OTHER INCOME (EXPENSE)             
 Interest expense      (1,948,874)   (2,077,801)   (5,769,009)   (6,274,431)
 Interest income           47,273        50,515       198,656       135,508 
 Miscellaneous            172,839           895       102,627       (74,232)
                     ------------  ------------  ------------  ------------
                       (1,728,762)   (2,026,391)   (5,467,726)   (6,213,155)
                     ------------  ------------  ------------  ------------
INCOME (LOSS) BEFORE              
 TAXES & EXTRAORDINARY
 ITEMS                  2,316,124    (4,077,742)    1,856,175    (5,428,158)
PROVISION FOR
 INCOME TAXES               --            --            --            --    
                     ------------  ------------  ------------  ------------
INCOME (LOSS) BEFORE
 EXTRAORDINARY ITEMS    2,316,124    (4,077,742)    1,856,175    (5,428,158)
EXTRAORDINARY GAIN (LOSS),
 NET OF APPLICABLE
 INCOME TAX                 --            --       (5,468,216)      755,788 
                     ------------  ------------  ------------  ------------
NET INCOME (LOSS)    $  2,316,124  $ (4,077,742) $ (3,612,041) $ (4,672,370)
                     ============  ============  ============  ============ 
AVERAGE NUMBER OF
 COMMON SHARES
 OUTSTANDING           12,884,607    12,884,607    12,884,607    12,884,607 
                     ============  ============  ============  ============ 
INCOME (LOSS) PER COMMON SHARE:
 Income (loss) before
  extraordinary
  items              $        .18  $       (.32) $        .14  $       (.42) 
 Extraordinary gain
  (loss)                    --            --             (.42)          .06 
                     ------------  ------------  ------------  ------------
  Income (loss) per
   common share      $        .18  $       (.32) $       (.28) $       (.36)
                     ============  ============  ============  ============
</TABLE>
  The accompanying notes are an integral part of these financial statements.<PAGE>

<PAGE> 6
                            BAYOU STEEL CORPORATION
                           STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                  Nine Months Ended
                                                        June 30,
                                                1994               1993
                                            ------------       ------------  

<S>                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                                $ (3,612,041)      $ (4,672,370)
  Extraordinary loss (gain)                    5,468,216           (755,788)
  Depreciation and amortization                3,922,753          3,492,314 
  Provision for losses on accounts
   receivable                                    183,793            283,324 

  Changes in working capital:
    (Increase) in receivables                 (1,954,624)        (3,023,364)
    (Increase) decrease in inventories       (12,070,383)         6,283,613 
    (Increase) in prepaid expenses              (280,195)          (279,589)
    (Decrease) in accounts payable            (4,433,576)        (2,285,034)
    Increase in accrued liabilities            2,748,204          1,832,810 
                                            ------------       ------------
      Net cash (used in) provided by
       operations                            (10,027,853)           875,916 
                                            ------------       ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Addition of property, plant
    and equipment                             (1,646,217)        (2,274,741)
                                            ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments under line of credit               (4,000,000)             --    
  Payments of long-term debt                 (49,631,938)        (3,950,825)
  Proceeds from issuance of long-term debt    75,000,000            256,296 
  Refinancing cost                            (8,282,882)             --    
                                            ------------       ------------
      Net cash provided by (used in)
       financing activities                   13,085,180         (3,694,529)
                                            ------------       ------------
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                              1,411,110         (5,093,354)

CASH AND CASH EQUIVALENTS,
  beginning balance                              517,900         11,149,702 
                                            ------------       ------------
CASH AND CASH EQUIVALENTS,
  ending balance                            $  1,929,010       $  6,056,348 
                                            ============       ============ 

</TABLE>

  The accompanying notes are an integral part of these financial statements.<PAGE>

<PAGE> 7
                            BAYOU STEEL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1994
                                  (Unaudited)



1)    BASIS OF PRESENTATION

      The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC).  Certain information and note disclosures normally included
in annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules
and regulations.  Although Bayou Steel Corporation (the Company) believes that
disclosures made are adequate to ensure that information presented is not
misleading, it is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's latest annual report, Form 10-K, filed with the SEC on December 13,
1993 under File Number 33-22603.

      In the opinion of the Company, the accompanying unaudited financial
statements present fairly the Company's financial position as of June 30,
1994 and September 30, 1993 and the results of its operations for the
nine-month periods ended June 30, 1994 and 1993 and the cash flow statements
for the nine-month periods ended June 30, 1994 and 1993.

      The results of operations for the nine-month periods ended June 30,
1994 and 1993 are not necessarily indicative of the results for the full year.

2)    INVENTORIES

      Inventories as of June 30, 1994 and September 30, 1993 consisted of the
following:

                                             (Unaudited)         (Audited)
                                              June 30,         September 30,
                                                1994                1993
                                            ------------       -------------

      Scrap steel                           $  5,101,716       $  3,187,963 
      Billets                                  2,770,185          3,918,223 
      Finished product                        36,886,966         25,242,294 
      LIFO adjustments                        (1,487,839)          (324,303)
                                            ------------       ------------
                                            $ 43,271,028       $ 32,024,177 
      Mill rolls, operating
        supplies and other                    17,285,765         16,462,231 
                                            ------------       ------------
                                            $ 60,556,793       $ 48,486,408 
                                            ============       ============ 

      The inventory valuations are based on LIFO estimates of year-end levels
and prices.  The actual LIFO inventories will not be known until year-end
quantities and indices are determined.

      Shapes, billets, scrap steel, and certain production supplies are
pledged as collateral against the Company's line of credit.<PAGE>

<PAGE> 8

3)    PROPERTY, PLANT AND EQUIPMENT

      Betterments, improvements, and additions on property, plant and
equipment are capitalized at cost.  Interest during construction of significant
additions is capitalized.  Interest of $46,000 and $82,000 was capitalized
during the nine-month periods ended June 30, 1994 and 1993, respectively. 
Interest of $115,000 was capitalized during the fiscal year ended September 30,
1993.

4)    OTHER ASSETS

      Other assets consist of costs associated with the issuance of the
10.25% First Mortgage Notes (the "10.25% Notes") and the Company's revolving
line of credit (see Notes 5 and 6) which are being amortized over the lives of
the related debt.  The Company wrote off $953,000 of other assets related to
the 14.75% Senior Secured Notes (the "14.75% Notes") and capitalized $3,279,000
of deferred financing costs related to the 10.25% Notes.  Amortization expense
was $389,000 and $372,000 for the nine-month periods ended June 30, 1994 and
1993.  Amortization expense was $458,000 for the fiscal year ended September
30, 1993.

5)    LONG-TERM DEBT

      On March 3, 1994, the Company issued $75 million of the 10.25% Notes. 
The proceeds were used to redeem and defease the 14.75% Notes and to repay the
borrowings under the new revolving line of credit.  The remaining proceeds
will be used to implement a two year capital expenditure program directed
toward cost reduction and general working capital purposes.  For more
information on the refinancing of debt, please refer to the Company's latest
annual report, Form 10-K, filed with the SEC on December 13, 1993 under File
Number 33-22603 and Form S-1 filed on February 21, 1994.

6)    SHORT-TERM DEBT

      On November 23, 1993, the Company entered into an amendment and
restatement of its revolving line of credit agreement.  The terms of the
amended and restated agreement call for available borrowings up to $30 million
including outstanding letters of credit.  The agreement is secured by inventory
and accounts receivable at interest rates of prime plus 1% or LIBOR plus 2%. 
There were no outstanding borrowings under the line of credit as of June 30,
1994.

7)    TAXES

      As of September 30, 1993, for tax purposes, the Company had net
operating loss carryforwards ("NOLs") of approximately $310.5 million and
$284.5 million available to offset against regular tax and alternative
minimum tax, respectively.  Due to the fact that book and tax losses were
generated in 1993, 1992 and 1991, there was no provision for income taxes
in any of these years.

      The NOLs will expire in varying amounts through fiscal 2008.  A
substantial portion of the available NOLs, approximately $200 million,
expires by fiscal 2000.  In addition, the Company has $30.2 million of future
tax benefits attributable to its tax benefit lease which expires in 1996 and
which may, to the extent of taxable income in the year such tax benefit is
produced, be utilized prior to the NOLs.  Even though management believes the
Company will be profitable in the future and will be able to utilize a portion
of the NOLs, management does not believe that it is likely that all of the NOLs
will be utilized.  In February 1992, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("FAS 109"), which was adopted beginning October 1, 1993.  FAS<PAGE>

<PAGE> 9

109 requires, among other things, recognition of future tax benefits, subject
to a valuation allowance based on the likelihood of realizing such benefits. 
Deferred tax assets of approximately $118 million (NOLs and other temporary
timing differences multiplied by the federal income tax rate) and deferred
tax liabilities of approximately $8 million were recorded upon adoption of FAS
109 in the first quarter of fiscal 1994.  However, in recording these deferred
assets, FAS 109 requires the Company to determine whether it is "more likely
than not" that the Company will realize such benefits and that all negative
and positive evidence be considered (with more weight given to evidence that is
"objective and verifiable") in making the determination.  FAS 109 indicates
that "forming a conclusion that a valuation allowance is not needed is
difficult when there is negative evidence such as cumulative losses in recent
years"; therefore, the  Company has determined that it is required by the
provisions of FAS 109 to establish a valuation allowance for all of the
recorded net deferred tax assets.  In view of the fact that this
determination is based primarily on historical losses with no regard for the
impact of proposed capital expenditures and business plans, future favorable
adjustments to the valuation allowance may be required if and when
circumstances change and the Company returns to profitability.  Adoption of FAS
109 will have no material adverse impact on income for financial reporting or
tax purposes.

8)    MISCELLANEOUS

      Miscellaneous for the nine-month periods ended June 30, 1994 and 1993
included the following:

                                            June 1994          June 1993
                                            ---------          ---------
      Discounts earned                     $  199,697          $  94,585 

      Provision for bad debts                (183,793)          (283,324)

      Other                                    86,723            114,507 
                                            ---------          ---------
                                            $ 102,627          $ (74,232)
                                            =========          =========

9)    COMMON STOCKHOLDERS' EQUITY

      Common stock as of June 30, 1994 and 1993 consisted of:

                                     Class A       Class B       Class C 
                                   ----------    ----------      -------
      Authorized                   24,271,127     4,302,347        100
      Outstanding, at end of
        quarter                    10,613,380     2,271,127        100
      Average outstanding for
        quarter                    10,613,380     2,271,127        100

10)   COMMITMENTS AND CONTINGENCIES

Strike

      On March 21, 1993, the United Steelworkers of America Local 9121 (the
"Union") initiated a strike against the Company.  Negotiations on a new
contract have continued, but differences have thus far precluded an agreement.
The Company cannot predict the impact that a new collective bargaining contract
will have on the Company's results.  However, the Company believes its last<PAGE>

<PAGE> 10

contract proposal or a new contract will not have any adverse material effect
upon the Company's results.  The Company cannot predict the impact that
workers returning under a new contract may have upon results, although it could
disrupt operations and result in additional costs for a time.

      In connection with the strike, the Union filed unfair labor practice
charges against the Company with the New Orleans regional office of the
National Labor Relations Board ("NLRB"), which included 22 specific
allegations.  In late January 1994, the Regional Director of the NLRB informed
the Company that it had sufficient grounds to issue a complaint against the
Company and order a trial with respect to eight of these allegations.  In order
to avoid a lengthy and expensive trial on these issues, the Company agreed to
negotiate a settlement agreement with the NLRB.  The settlement agreement does
not contain an admission by the Company that it engaged in any unfair labor
practices.  The settlement agreement required the Company to post a notice
stating that it will not engage in any of the actions specified in the eight
allegations.  The other 14 allegations were to be dismissed.  The Union did not
sign the settlement agreement.  The NLRB unilaterally approved the settlement
agreement with respect to the eight allegations and dismissed the 14 other
allegations.  The Union has appealed the dismissal of the 14 other allegations.
The approval of the settlement agreement will not become effective until
completion of the appeals process relating to the dismissal of such allegations.
However, even if the appeal were successful and a trial were ordered, the
Company does not believe that the ultimate outcome would have a material affect
on the Company's operations.

Environmental and Safety

      The Company is subject to various federal, state and local laws and
regulations concerning the discharge of contaminants which may be emitted
into the air, discharged into waterways, and the disposal of solid and/or
hazardous wastes such as electric arc furnace dust.  In addition, in the event
of a release of a hazardous substance generated by the Company, the Company
could be potentially responsible for the remediation of contamination associated
with such a release.  In the past, the Company's operations in some respects
have not met all of the applicable standards promulgated pursuant to such laws
and regulations.  At this time, the Company believes that it is in compliance in
all material respects with applicable environmental requirements and that the
cost of such continuing compliance will not have a material adverse effect on
the Company's competitive position, operations or financial condition, or
cause a material increase in currently anticipated capital expenditures.  The
Company currently has no mandated expenditures to address previously
contaminated sites and does not anticipate any infrequent or non-recurring
clean-up expenditures.  Also, the Company is not designated as a Potential
Responsible Party ("PRP") under the Superfund legislation.

      In August 1993, the Union announced a corporate campaign against the 
Company.  The corporate campaign is designed to bring pressure on the Company
from individuals and institutions with financial and other interest in the 
Company.  Due to the many allegations made by members of the Union as part of
its announced corporate campaign against the Company, the Louisiana
Department of Environmental Quality requested that the Environmental Protection
Agency conduct a multi-media review of the Company's environmental practices. 
The field review was completed at the end of the third quarter of fiscal 1994. 
The Company expects a report on the findings in several months.  The Company
knows of no environmental issues that would require any material adjustment in
its environmental estimates.<PAGE>

<PAGE> 11

      In furtherance of its harassment campaign, the Union has filed numerous
claims with the Occupational Safety and Health Administration (OSHA)
apparently utilizing some of the striking union members who have not been in
the plant in nearly 1-1/2 years.  As a result, OSHA recently initiated a field
and documentation review of the Company's practices.  Bayou has objected and
will present its position to a magistrate within the next week to stop OSHA from
utilizing this unreliable complaint.  The Company is unaware of any area
where it is not in substantial compliance.

Other

      There are various claims and legal proceedings arising in the ordinary
course of business pending against or involving the Company wherein monetary
damages are sought.  It is management's opinion that the Company's liability,
if any, under such claims or proceedings would not materially affect its
results of operations, liquidity, financial position or ability to comply with
its debt covenants.<PAGE>

<PAGE> 12

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATION

RESULTS OF OPERATION

      The Company's results for the third quarter of fiscal 1994 were mainly
affected by four factors.  First, conversion cost, the cost to convert scrap
metal into shapes, decreased approximately $23 per ton compared to the third
fiscal quarter of last year.  Second, the metal margin, the spread between
the selling price of the Company's products and the cost of scrap metal, was
$22 per ton higher than the same period of last year.  During the third quarter
of fiscal 1994, shape selling prices improved slightly, while the cost of scrap
metal decreased by approximately $5 per ton compared to the second quarter of
fiscal 1994, resulting in improved margins.  Third, strike-related expenses,
compared to the third quarter of last year, are $1.7 million lower.  Fourth,
shape shipments were 14.4% higher than the prior year quarter.  As a result,
the Company posted a net income of $2.3 million which represents a swing in
earnings of $6.4 million compared to the third quarter of fiscal 1993.
      
      The Company's results for the first nine months of fiscal 1994 were
impacted by the same factors affecting the third quarter's results. First,
the conversion cost for these comparable periods decreased by 10%.  Second, the
metal margin was $6 per ton higher in the first nine months of fiscal 1994
compared to the same period of fiscal 1993 as shape price increases finally
caught up with the scrap increases in the first quarter of 1994.  Third,
strike-related expenses are significantly lower, compared to the first nine
months of fiscal 1993.  Fourth, shape shipments increased by 8.5%.
Consequently, the Company posted an income of $1.9 million before the
extraordinary loss of $5.5 million due to refinancing; this represents a $7.3
million improvement in earnings compared to the same prior fiscal year period.

     The extraordinary loss was caused by the early redemption and defeasance
of the 14.75% Senior Secured Notes (the "14.75% Notes").  The loss includes
prepayment penalties, interest during the defeasance period, and the
write-off of the unamortized portion of deferred financing cost.  This debt was
replaced with $75 million of 10.25% First Mortgage Notes (the "10.25% Notes")
which are due in 2001.

      The following table sets forth shipment and sales data for the periods
indicated.
                               Third Quarter Ended        Nine Months Ended
                                     June 30,                 June 30,
                                 1994        1993         1994        1993
                               --------    --------     --------    --------
 
Net Sales (in thousands)       $ 44,877    $ 34,485     $119,088    $ 99,726
Shape Shipment Tons             120,715     105,541      328,605     302,780
Shape Selling Price Per Ton    $    342    $    297     $    335    $    297
Billet Shipment Tons             13,543      13,132       32,800      39,114
Billet Selling Price Per Ton   $    226    $    210     $    225    $    206

A.    Sales

      Net sales increased by 30% in the third quarter of fiscal 1994 compared
to the third quarter of fiscal 1993.  Net sales increased by 19% in the first
nine months of fiscal 1994 compared to the same period of fiscal 1993.  The
increase in both periods was primarily due to higher selling prices and
shipment volume for shape products.<PAGE>

<PAGE> 13

      Shapes - Shape shipment tons increased in the third quarter and the
first nine months of fiscal 1994 by 14.4% and 8.5%, respectively, compared to
the same periods of fiscal 1993.  The increases are attributable to an improving
economy and the Company's improved product mix and availability.  Export
shipments decreased in the third quarter and the first nine months of fiscal
1994 compared to the same periods of fiscal 1993, but this decrease was
replaced with domestic shipments which have higher margins.  In the third
quarter of fiscal 1993, domestic sales were affected by the lack of availability
and mix of product resulting from a reduced production schedule caused by the
strike.  However, the strong export shipments in the third quarter of fiscal
1993 were able to offset the lost domestic sales. Backlog of orders at June 30,
1994 continues to be strong.  In the fourth quarter of fiscal 1994, the
availability of outgoing transportation, particularly rail, has been very
limited; this could adversely affect shipments.

      Shape prices increased by 15.2% and 12.8% in the third quarter and
first nine months of fiscal 1994 compared to the same periods of fiscal 1993. 
These higher prices were primarily in response to sharp increases in scrap
costs.  However, shape selling price increases offset these scrap price
increases by the end of the second fiscal quarter resulting in increased margin
in the third quarter compared to the same period of fiscal 1993.  Also, during
the third quarter of fiscal 1994 the Company, due to strong market demand, was
able to reduce competitive allowances compared to the same period of fiscal
1993.  In the third quarter of fiscal 1993, the shape prices were affected by
export shipments which carry a lower selling price than domestic shipments due
to duties and freight.  In response to rising raw material prices, the Company
announced a price increase effective on July 11, 1994 of $10 per ton. It is
uncertain that this price increase will be accepted in the market.

      Billets - Shipments of billets, the Company's semi-finished product,
remained relatively stable in the third quarter of fiscal 1994 and decreased
6,314 tons in the first nine months of fiscal 1994 compared to the same
periods of fiscal 1993.  More billets were required by the Rolling Mill due to
higher shape production levels; this resulted in less billets being available
for sale.  The overall selling price of billets increased in the third quarter
and the first nine months of fiscal 1994 compared to the same periods of fiscal
1993 by 7.6% and 9.2%, respectively, due to increasing raw material costs. 
However, the average billet metal margin for the third fiscal quarter and the
first nine months of fiscal 1994 compared to the same periods of fiscal 1993
were $7 and $13 per ton lower, respectively.  Since billet prices for a major
billet customer are related to prior month's scrap prices, the Company expects
margins to improve once scrap prices stabilize or decrease.

B.    Cost of Sales

      The major component of cost of sales is scrap.  In the third quarter
and first nine months of fiscal 1994, average steel scrap cost was
approximately $23 and $33 per ton higher than the average steel scrap cost for
the same periods of fiscal 1993.  Scrap prices appear to have bottomed out by
the end of the third quarter of fiscal 1994 and are expected to increase
significantly in the fourth quarter of fiscal 1994.

      Another significant portion of cost of sales is conversion costs, which
include labor, energy, maintenance materials and supplies used to convert raw
materials into billets and billets into shapes.  Conversion cost per ton in
the third quarter and first nine months of fiscal 1994 decreased by $23 and $14
per ton, respectively, compared to the same periods of fiscal 1993. 
Productivity improvements above pre-strike levels contributed to this
decrease in per unit<PAGE>

<PAGE> 14

costs.  The decrease in conversion cost was due to the reduced per ton fixed
costs resulting from increased production and productivity in the third
quarter and first nine months of fiscal 1994 compared to the same periods of
fiscal 1993.  Variable cost per ton also decreased in the third quarter and
first nine months of fiscal 1994 compared to the same periods of fiscal 1993
due to more efficient consumption of supplies.  Conversion cost per ton in 
1993 were abnormally high due to the strike.  Resuming normal operations reduced
these per unit cost significantly.

      The current work force is well trained and performing at a high skill
level.  The Melt Shop established a one furnace production record in April
and again in May and operated at 105% of pre-strike productivity levels in the
third quarter of fiscal 1994.  The Rolling Mill for the third quarter of
fiscal 1994 operated at 107% of pre-strike levels.  Labor cost per ton in the
first nine months of fiscal 1994 has decreased by $9 per ton and man-hours per
ton has decreased 8% compared to the same period in fiscal 1993.  The Company's
goal is to further reduce labor cost per ton through increased shipments,
productivity, reduction of overtime, and implementation of its proposed labor
agreement.

      Late in the third quarter of fiscal 1994, the Company began a planned
shutdown for major maintenance for the Melt Shop and the Rolling Mill.  The
shutdown was completed in July within the planned time constraints.  The
Company expects a reduction in production in the beginning of the fourth
quarter of fiscal year 1994 due to the shutdown.  In addition, minor start-up
problems in the idle equipment have resulted in some production delays which
will result in higher production cost.  Costs related to the shutdown work have
been accrued over the past 18 months.
 
C.    Selling, General and Administrative Expense

      Selling, general and administrative expenses remained relatively stable
for the third quarter and decreased 7.5% for the first nine months of fiscal
1994 compared to the same periods of fiscal 1993.  The decrease in the first
nine months of fiscal 1994 compared to the same period of fiscal 1993 was due
to reductions in collection expenses and consulting fees.

D.    Non-Production Strike Expenses

      Strike-related expenses decreased by $1.7 million and $1.8 million for
the third quarter and the first nine months of fiscal 1994, respectively,
compared to the same periods of fiscal 1993. Given the same level of
strike-related activity, the Company expects that future strike-related costs
will not exceed $100,000 per month.  These expenses are primarily incurred
for legal and security services.

E.    Other Income (Expense)

      Interest expense decreased in the first nine months of fiscal 1994
compared to the same period of fiscal 1993 due to the Company purchasing
$11.1 million of its 14.75% Notes in fiscal 1993.  The Company accrued interest
on the remainder of the 14.75% Notes in the first six months of fiscal 1994 at a
rate of 14.75% and accrued interest at a rate of 10.25% on the 10.25% Notes in
the third quarter of fiscal 1994.  Interest expense for the comparable third
quarters were approximately the same.  Interest income remained relatively
the same in the third quarter of fiscal 1994 and increased in the first nine
months of fiscal 1994 compared to the same periods of fiscal 1993 due to
investing excess cash from the $75 million 10.25% Notes issued.  Miscellaneous
income increased in the third quarter and the first nine months of fiscal 1994<PAGE>

<PAGE> 15

compared to the same periods of fiscal 1993 due to an increase in vendor
discounts and a favorable experience on the provision for bad debts.

F.    Net Income/Loss

      The net income of $2.3 million for the third quarter of fiscal 1994
represents a favorable swing of $6.4 million compared to the same period of
fiscal 1993.  This was due to four main reasons.  First, conversion cost
decreased approximately $23 per ton.  Second, the metal margin was $22 per
ton higher than the third quarter of fiscal 1993.  Third, strike-related
expenses were significantly lower.  Fourth, shape shipments were 14.4% higher.

      The income of $1.9 million before extraordinary loss for the first nine
months of fiscal 1994 represents a favorable swing of $7.3 million compared
to the same period of fiscal 1993.

LIQUIDITY AND CAPITAL RESOURCES
     
      The Company has increased its cash position by $1.4 million to $1.9
million as of June 30, 1994.

      In March, 1994, the Company issued $75 million of the 10.25% Notes (the
"Offering").  The proceeds of the Offering were used for the defeasance and
to redeem the $48.9 million of outstanding 14.75% Notes, to repay the then
outstanding loans under the Company's revolving credit facility ("Credit
Facility"), and for working capital purposes.

      Working capital increased by $30.2 million to $62.6 million in the
first nine months of fiscal 1994.  The increase was due to the increase in cash
from the Offering, replenishment of inventory, reductions of accounts payable
and the repayment of the short-term debt under the Credit Facility.

      In the first nine months of fiscal 1994, cash flow from operations
decreased by $10.0 million.  The decrease was due to a $12 million increase
in inventory.  The Company has rebuilt its inventories, which were depleted due
to lower production in the early phases of the strike.  Inventories were
reduced by $1.4 million in June 1994 because of a  two-week planned shutdown
which began late in the third quarter of fiscal 1994.  Shape inventories were
reduced, but the reduction was partially offset by the increase in scrap
inventories in anticipation of rising scrap cost.  The Company intends to reduce
its scrap and shape inventory levels over the next several months to more normal
levels.  This should provide $2 to $4 million in cash.  The Company plans to
spend $3 million in the beginning of the fourth quarter of fiscal 1994 for the
planned shutdown.  Also, accounts payable decreased by $4 million due to
actively taking attractive vendor discounts and paying vendors that were
previously paid slowly due to the cash position.  These decreases were partially
offset by increases in accrued liabilities.

      Capital expenditures amounted to $1.6 million in the first nine months
of fiscal 1994.  These expenditures were used for minor upgrades to the plant
and major maintenance projects.  The Company intends to spend $8.6 million of
the funds from the Offering for a two-year capital improvements program directed
towards cost reduction.  Most of the commitments have been finalized during
this quarter.

      Cash from financing activities of $13.1 million in the first nine months
of fiscal 1994 was due to the Offering.  The 10.25% Notes are due in 2001 and
require semi-annual interest payments only until 2001.<PAGE>

<PAGE> 16

      On November 23, 1993, the Company entered into an amendment and
restatement of the Credit Facility, which is a three-year line of credit that
permits loans to be made to the Company thereunder, on a secured basis, of up
to $30 million.  As of June 30, 1994, there were no borrowings under the 
Credit Facility.  Interest rates under the Credit Facility are prime plus 1% or
LIBOR plus 2% at the Company's option.  The Company's Credit Facility contains
certain covenants, such as the Interest Expense Coverage Ratio, which become
more restrictive over time.  Under the Credit Facility, the Interest Expense
Coverage Ratio for the quarter ending September 30, 1994 is 1.25 to 1.00 and
becomes increasingly more restrictive for the quarters thereafter.  For the
quarter ended June 30, 1994, the Company's Interest Expense Coverage Ratio is
2.92 to 1.00. In the event of a default under the Credit Facility, the Company
would not be permitted to borrow under the Credit Facility and the lenders
thereunder may accelerate payment of all amounts then outstanding and terminate
their commitments.  In such an event, the Company would seek a waiver of the
covenant from its lenders under the Credit Facility or otherwise renegotiate
the terms of the Credit Facility.  The Company believes that current cash
balances, internally generated funds, the Credit Facility and additional
purchase money mortgages will provide adequate funds for the Company's operating
requirements.

      There are no financial obligations with respect to post-employment or
post-retirement benefits.

OTHER COMMENTS

A.    Environmental and Safety

      In August 1993, the Union announced a corporate campaign against the
Company.  The corporate campaign is designed to bring pressure on the Company
from individuals and institutions with financial and other interest in the
Company.  Due to the many allegations made by members of the Union as part of
its announced corporate campaign against the Company, the Louisiana
Department of Environmental Quality requested that the Environmental Protection
Agency conduct a multi-media review of the Company's environmental practices. 
The field review was completed at the end of the third quarter of fiscal 1994. 
The Company expects a report on the findings in several months.  The Company
knows of no environmental issues that would require any material adjustment in
its environmental estimates.

      In furtherance of its harassment campaign, the Union has filed numerous
claims with the Occupational Safety and Health Administration (OSHA)
apparently utilizing some of the striking union members who have not been in
the plant in nearly 1-1/2 years.  As a result, OSHA recently initiated a field
and documentation review of the Company's practices.  Bayou has objected and
will present its position to a magistrate within the next week to stop OSHA from
utilizing this unreliable complaint.  The Company is unaware of any area
where it is not in substantial compliance.

B.    Strike

      Negotiations on a new labor contract have continued, but differences
have thus far precluded an agreement.  The Company believes its last contract
proposal or a new contract will not have any adverse material effect upon the
Company's results.  The Company cannot predict the impact that workers
returning under a new contract may have upon results, although it could disrupt
operations and result in additional costs for a time.<PAGE>

<PAGE> 17
                          PART II - OTHER INFORMATION



Item 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits

                  The following is an index of the exhibits included in this
                  report on Form 10-Q.

                  13.10 -     Quarterly Report for the first fiscal quarter
                              ended December 31, 1993.

                              Quarterly Report for the second fiscal quarter
                              ended March 31, 1994.
                        
            (b)   Reports on Form 8-K

                  None were filed during the second and third quarters of 
                  fiscal year 1994.<PAGE>

<PAGE> 18
                                   SIGNATURE



      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.


BAYOU STEEL CORPORATION



By /s/ Richard J. Gonzalez               
   Richard J. Gonzalez
   Vice President, Treasurer and
   Chief Financial Officer



Date: August 2, 1994



<PAGE> 1

BAYOU STEEL CORPORATION

To Our Stockholders:

The net loss of $973,000 in the first quarter of fiscal 1994 was due to a
decline in margins and, to a lesser extent, the non-production expenses
related to the ongoing labor disruption by  the United Steelworkers of America,
Local 9121, which began on March 21, 1993.

BUSINESS REVIEW

Shape shipments of 103,168 for the December quarter were 11.5% above last
year.  The increase is due to an improving economy and improved product mix
and availability.

Despite the labor disruption, productivity in the first quarter of fiscal
1994 was 98% and 108% of the prior year comparable quarter in the melt shop
and rolling mill, respectively.  Out of pocket strike expenses have decreased
sharply and are expected to be less than $100,000 per month going forward. 
The Company's conversion costs - the cost of converting scrap metal into 
finished product - decreased by $6 per ton in the December quarter compared to
the prior year quarter.  Labor cost per ton has decreased but is still higher
than competitive levels.  The Company intends to address this problem through
its latest labor contract proposal and by continuing to make operational
improvements.

In the first quarter of fiscal 1994, overall steel scrap cost was $40 per
ton higher than average steel scrap cost for the prior year quarter.  While
the Company was able to increase shape prices several times during the most
recent fiscal quarter, the shape price increases lagged the increases in scrap
prices.  This resulted in lower margins.  However, by the end of the December
quarter, shape prices did improve relative to the first two months of the
quarter.

FINANCIAL CONDITION

On March 3, 1994, the Company issued $75 million of 10.25% First Mortgage
Notes.  The proceeds were used to redeem the 14.75% Senior Notes and to repay
the borrowings under the new credit line.  The remaining proceeds will be used
to implement a capital expenditure program directed toward cost reduction.  In
addition, cash flow should improve since no principal payments are required
for seven years.  The Company also recently entered into a three-year line of
credit that permits loans on a secured basis of up to $30 million at
attractive interest rates.<PAGE>

<PAGE> 2

OUTLOOK

Continued improvement in operating results is expected as the year
develops.  This is a direct result of our continuing cost reduction efforts
and improving margins due to a strengthening  economy.  Extreme weather
conditions in some major market areas and the mix of products available for
shipment may affect second quarter shipments.  However, favorable operating
earnings can be expected in the March quarter.

Sincerely,



HOWARD M. MEYERS                        JERRY M. PITTS
President and                           Executive Vice President
Chief Executive Officer                 and Chief Operating Officer

April 15, 1994<PAGE>

<PAGE> 3

BAYOU STEEL CORPORATION            

Balance Sheets
<TABLE>
<CAPTION>
                                             (Unaudited)          (Audited)
                                             December 31,        September 30,
                                                1993                 1993
                                            -------------       --------------
<S>                                         <C>                 <C>
ASSETS
CURRENT ASSETS:                             
  Cash and temporary cash investments       $  3,073,937        $    517,900 
  Trade receivables                           14,096,150          18,350,338
  Other receivables                              451,635             326,569
  Inventories                                 53,930,823          48,486,408
  Prepaid expenses                               802,908             222,277
                                            ------------        ------------
       Total current assets                   72,355,453          67,903,492
                                            ------------        ------------
PROPERTY, PLANT AND EQUIPMENT:
  Land and improvements                        4,124,002           4,124,002
  Machinery and equipment                     73,139,509          72,954,682
  Plant and office building                   12,663,242          12,663,242
  Construction in progress                     3,531,274           3,302,603
  Less-Accumulated depreciation              (24,949,331)        (23,785,622)
                                            ------------        ------------
       Net property, plant and equipment      68,508,696          69,258,907
                                            ------------        ------------
OTHER ASSETS:                                  1,546,357           1,117,788
                                            ------------        ------------
       Total assets                         $142,410,506        $138,280,187
                                            ============        ============

<CAPTION>
                                             (Unaudited)          (Audited)
                                             December 31,        September 30,
                                                1993                 1993
                                            -------------       --------------
<S>                                         <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES:
  Accounts payable                          $ 19,167,924        $ 17,671,923
  Accrued liabilities                          6,840,346           4,560,249
  Current maturities of long-term debt         9,249,068           9,282,156
  Borrowings under line of credit              5,900,000           4,000,000
                                            ------------        ------------
       Total current liabilities              41,157,338          35,514,328
                                            ------------        ------------
LONG-TERM DEBT:
  Senior secured notes                        39,900,000          39,900,000
  Notes payable                                1,094,865           1,634,625
                                            ------------        ------------
       Total long-term debt                   40,994,865          41,534,625
                                            ------------        ------------
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value -
       Class A                                   106,134             106,134
       Class B                                    22,711              22,711
       Class C                                         1                   1
                                            ------------        ------------
       Total common stock                        128,846             128,846

  Paid-in capital                             44,890,554          44,890,554

  Retained earnings                           15,238,903          16,211,834
                                            ------------        ------------
       Total stockholders' equity             60,258,303          61,231,234
                                            ------------        ------------
       Total liabilities & stockholders'
         equity                             $142,410,506        $138,280,187
                                            ============        ============
<PAGE> 4

BAYOU STEEL CORPORATION
Statements of Income (Loss) (Unaudited)
<CAPTION>
                                            First Quarter Ended December 31,
                                                1993                1992
                                            ------------        ------------
<S>                                         <C>                 <C>
NET SALES                                   $ 36,778,489        $ 31,832,929
COST OF SALES                                 34,558,324          28,198,559
                                            ------------        ------------
GROSS PROFIT                                   2,220,165           3,634,370
SG&A EXPENSES                                    889,849           1,080,693 
NON-PRODUCTION STRIKE EXPENSES                   399,181                - 
                                            ------------        ------------ 
OPERATING INCOME (LOSS)                          931,135           2,553,677 
                                            ------------        ------------ 
OTHER EXPENSES                                (1,904,066)         (2,206,976)
                                            ------------        ------------ 
INCOME (LOSS) BEFORE EXTRAORDINARY GAIN         (972,931)            346,701 
EXTRAORDINARY GAIN                                  -                755,788 
                                            ------------        ------------ 
NET INCOME (LOSS)                           $   (972,931)       $  1,102,489 
                                            ============        ============ 
INCOME (LOSS) PER COMMON SHARE:
  Income (loss) before extraordinary gain   $       (.08)       $        .03 
  Extraordinary gain                                -                    .06 
                                            ------------        ------------ 
  Income (loss) per common share            $       (.08)       $        .09
                                            ============        ============ 
- - -------------------------                           

SHAPE SHIPMENT TONS                              103,168              92,487 
                                            ============        ============ 
BILLET SHIPMENT TONS                              13,375              18,488 
                                            ============        ============ 


The quarterly cost of goods sold calculations are based on LIFO estimates. 
The actual cost will not be known until year-end inventory quantities and
indices are determined.<PAGE>

Statements of Cash Flows (Unaudited)
<CAPTION>
                                            Three-Months Ended December 31, 
                                                1993                1992
                                            ------------        ------------
<S>                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                         $   (972,931)       $  1,102,489 
  Extraordinary gain                                -               (755,788)
  Depreciation and amortization                1,250,086           1,277,926 
  Provision for losses on accounts
   receivable                                    112,369              90,080 
  Changes in working capital                    1,767,806         (5,190,138)
                                             ------------       ------------ 
     Net cash provided by operations            2,157,330         (3,475,431)
                                             ------------       ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES             (413,498)        (1,186,777)
                                             ------------       ------------ 
CASH FLOWS FROM FINANCING ACTIVITIES              812,205         (3,786,725)
                                             ------------       ------------
NET INCREASE (DECREASE) IN CASH                 2,556,037         (8,448,933)

CASH, beginning balance                           517,900         11,149,702 
                                             ------------       ------------ 
CASH, ending balance                         $  3,073,937       $  2,700,769 
                                             ============       ============  


For additional information contact: Vice President, Treasurer and Chief
Financial Officer, Bayou Steel Corporation, P.O. Box 5000, LaPlace, Louisiana 70069,
1-504-652-4900

</TABLE>


<PAGE> 1

BAYOU STEEL CORPORATION

To Our Stockholders:

We are pleased with your Company's consistent improvement over the last four
quarters.  Your Company reported a net income of $513,000 before an
extraordinary loss for the second quarter of fiscal 1994.  This represents a
favorable swing of $2.2 million compared to the same period of fiscal 1993. 
This was due  to three main reasons.  First, the metal margin was $7 per ton
higher than the second quarter of fiscal 1993.  Second, conversion cost
decreased approximately  11% per ton.  Third, strike-related expenses are
significantly lower.

BUSINESS REVIEW

Shape shipments were flat in the second quarter compared to the prior year
quarter due to inclement weather which delayed shipments.  However, net sales
increased by 12% due primarily to an increase of 13.5% in shape selling
prices.

The higher prices were primarily in response to sharp increases in scrap 
costs.  The overall price increases only partially offset the scrap increases
for the first quarter of fiscal 1994 as shape price increases lagged behind
scrap price increases.  However, by the second fiscal quarter shape selling
price increases offset the scrap price increases resulting in increased
margin compared to the same period of fiscal 1993.

The decreases in conversion cost were due to the reduced per ton fixed costs
resulting from increased production and productivity.  The melt shop
established a one furnace production record in March.  The rolling mill for
the second quarter operated at 112% of pre-strike levels.

FINANCIAL CONDITION

Bayou Steel's financial position continues to be strong.  Stockholders' equity
is $55.3 million.  Net working capital, after the Company issued the $75
million of the 10.25% First Mortgage Notes, was $59.7 million with a current
ratio of 4 to 1.

The extraordinary loss of $5.5 million was caused by the early extinguishment
of the 14.75%  Senior Secured Notes.  The loss includes prepayment penalties,
interest during the defeasance period, and the write-off of the unamortized
portion of deferred financing cost.<PAGE>

<PAGE> 2

OUTLOOK

We are optimistic about the remainder of the fiscal year.  The improving
economy and product availability continues to keep shipments and backlog high.
Our work force is well trained and performing at a very high skill level while
displaying the motivation necessary to meet the operational challenges.  In
April, the melt shop again set monthly and daily production records.  The
rolling mill productivity continues to be better than pre-strike  levels.  We
will continue our efforts to improve conversion cost and productivity.

Sincerely,



Howard M. Meyers                        Jerry M. Pitts
President and                           Executive Vice President Chief
Executive Officer                       and Chief Operating Officer

April 30, 1994<PAGE>


<PAGE> 3

BAYOU STEEL CORPORATION  

Balance Sheets (in thousands)
<TABLE>
<CAPTION>
                                                (Unaudited)        (Audited)
                                                 March 31,       September 30,
                                                    1994             1993
                                                ------------    -------------
<S>                                             <C>              <C>
ASSETS
CURRENT ASSETS:
  Cash and temporary cash investments           $      3,854     $        518
  Trade receivables                                   15,883           18,350
  Other receivables                                      633              327
  Inventories                                         58,473           48,486
  Prepaid expenses                                       554              222
                                                ------------     ------------
     Total current assets                             79,397           67,903
                                                ------------     ------------
PROPERTY, PLANT AND EQUIPMENT:
  Land and improvements                                4,135            4,124
  Machinery and equipment                             73,186           72,955
  Plant and office building                           12,663           12,663
  Construction in progress                             3,976            3,303
  Less-Accumulated depreciation                      (26,126)         (23,786)
                                                ------------     ------------
     Net property, plant and equipment                67,834           69,259
                                                ------------     ------------
OTHER ASSETS:                                          3,697            1,118
                                                ------------     ------------
     Total assets                               $    150,928     $    138,280
                                                ============     ============<PAGE>
<CAPTION>
                                                (Unaudited)        (Audited)
                                                 March 31,       September 30,
                                                    1994             1993    
                                                ------------     -------------
<S>                                             <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:

  Accounts payable                              $     13,393     $     17,672
  Accrued liabilities                                  5,964            4,560
  Current maturities of long-term debt                   335            9,282
  Borrowings under line of credit                      --               4,000
                                                ------------     ------------
     Total current liabilities                        19,692           35,514
                                                ------------     ------------
LONG-TERM DEBT:
  Senior secured notes                                75,000           39,900
  Notes payable                                          933            1,635
                                                ------------     ------------
     Total long-term debt                             75,933           41,535
                                                ------------     ------------
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value -
     Class A                                             106              106
     Class B                                              23               23
     Class C                                           --               --   
                                                ------------     ------------
     Total common stock                                  129              129

  Paid-in capital                                     44,891           44,891

  Retained earnings                                   10,283           16,211
                                                ------------     ------------
     Total stockholders' equity                       55,303           61,231
                                                ------------     ------------
     Total liabilities & stockholders' equity   $    150,928     $    138,280
                                                ============     ============<PAGE>
<PAGE> 4

BAYOU STEEL CORPORATION
Statements of Income (Loss) (Unaudited; in thousands, except per share data)
<CAPTION>
                   Second Quarter Ended March 31,   Six Months Ended March 31,

                       1994              1993           1994          1993   
                   ------------      ------------   ------------ ------------
<S>                <C>               <C>            <C>           <C>
NET SALES          $   37,433        $   33,408     $   74,211    $   65,241
COST OF SALES          33,858            31,368         68,416        59,566 
                   ----------        ----------     ----------    ----------
GROSS PROFIT            3,575             2,040          5,795         5,675 
SG&A EXPENSES             989             1,029          1,879         2,110 
NON-PRODUCTION STRIKE
  EXPENSES                238               728            637           728
                   ----------        ----------     ----------    ----------
OPERATING INCOME        2,348               283          3,279         2,837
                   ----------        ----------     ----------    ----------
OTHER EXPENSES         (1,835)           (1,980)        (3,739)       (4,187)
                   ----------        ----------     ----------    ----------
INCOME (LOSS)BEFORE
  EXTRAORDINARY
  ITEMS                   513            (1,697)          (460)       (1,350)
EXTRAORDINARY GAIN
  (LOSS)               (5,468)             --           (5,468)          755
                   ----------        ----------     ----------    ---------- 
NET INCOME (LOSS)  $   (4,955)       $   (1,697)    $   (5,928)   $     (595)
                   ==========        ==========     ==========    ==========
INCOME (LOSS) PER
  COMMON SHARE:
  Income (loss)
    before
    extraordinary
    gain           $      .04        $     (.13)    $     (.04)   $     (.11)
  Extraordinary
    gain (loss)          (.42)             --             (.42)          .06
                   ----------        ----------     ----------    ----------
  Income (loss)
    per common
    share          $     (.38)       $     (.13)    $     (.46)   $     (.05)
                   ==========        ==========     ==========    ==========

SHAPE SHIPMENT
  TONS                104,722           104,752        207,890       197,239
                   ==========        ==========     ==========    ==========

BILLET SHIPMENT
  TONS                  5,882             7,494         19,257        25,982
                   ==========        ==========     ==========    ==========

The quarterly cost of goods sold calculations are based on LIFO estimates. 
The actual cost will not be known until year-end inventory quantities and
indices are determined.<PAGE>

Statements of Cash Flows (Unaudited; in thousands)
<CAPTION>
                                                  Six Months Ended March 31,
                                                    1994             1993
                                                ------------     ------------
<S>                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                             $    (5,928)     $      (595)
  Extraordinary loss (gain)                           5,468             (755)
  Depreciation and amortization                       2,572            2,455
  Provision for losses on accounts receivable           219              185
  Changes in working capital                        (11,251)          (1,650)
                                                -----------      -----------
     Net cash (used in) operations                   (8,920)            (360)
                                                -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES                   (916)          (2,139)
                                                -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES                 13,172           (3,597)
                                                -----------      -----------
NET INCREASE (DECREASE) IN CASH                       3,336           (6,096)

CASH, beginning balance                                 518           11,150
                                                -----------      ----------- 
CASH, ending balance                            $     3,854      $     5,054
                                                ===========      ===========


For additional information contact: Vice President, Treasurer and Chief
Financial Officer, Bayou Steel Corporation, P.O. Box 5000, LaPlace, Louisiana
70069, 1-504-652-4900

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