HUNTCO INC
10-Q, 1998-11-13
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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                                 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 September 30, 1998, or

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the transition period from                     to
                               -------------------    -----------------------

Commission File Number: 1-13600
                        -------    

                                   HUNTCO INC.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

         MISSOURI                                              43-1643751
- -------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

      14323 SOUTH OUTER FORTY, SUITE 600N, TOWN & COUNTRY, MISSOURI  63017
      --------------------------------------------------------------------
                     (Address of principal executive offices)

                                 (314) 878-0155
                                 --------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
                             ----------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

      Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by 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. [X] Yes  [  ] No

As of November 11, 1998, the number of shares outstanding of each class 
of the Registrant's common stock was as follows:  5,292,000 shares of Class A 
common stock and 3,650,000 shares of Class B common stock.

<PAGE>


                                  HUNTCO INC.

                                    INDEX





PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheets
           September 30, 1998 (Unaudited) and December 31, 1997 (Audited)

           Condensed Consolidated Statements of Operation
           Nine and Three Months Ended September 30, 1998 and 1997 (Unaudited)

           Condensed Consolidated Statement of Cash Flows
           Nine Months Ended September 30, 1998 and 1997 (Unaudited)

           Notes to Condensed Consolidated Financial Statements (Unaudited)

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


PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K



<PAGE>                   PART I. FINANCIAL INFORMATION
                      -----------------------------------
                        Item 1.  Financial Statements
                      -----------------------------------

                                   HUNTCO INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                  September 30,   December 31,
                                                      1998           1997
                                                   ----------     -----------
                                                   (unaudited)     (audited)
<S>                                                 <C>           <C>
ASSETS
Current assets:
 Cash                                                $     18       $     27
 Accounts receivable, net                              49,714         41,643
 Inventories                                           88,524         81,612
 Other current assets                                   2,341          5,015
                                                     --------       --------
                                                      140,597        128,297
Property, plant and equipment, net                    146,575        145,777
Other assets                                           11,436         11,191
                                                     --------       --------
                                                     $298,608       $285,265
                                                     ========       ========

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                    $ 47,792       $ 40,027
 Accrued expenses                                       2,754          3,879
 Current maturities of long-term debt                   7,358            209
                                                     --------       --------
                                                       57,904         44,115
                                                     --------       --------

Long-term debt                                        111,153        110,730
Deferred income taxes                                   9,293          9,415
                                                     --------       --------
                                                      120,446        120,145
                                                     --------       --------
Shareholders' equity:
 Series A preferred stock (issued and
   outstanding, 225; stated at liquidation value)       4,500          4,500
 Common stock: 
   Class A (issued and outstanding, 5,292)                 53             53
   Class B (issued and outstanding, 3,650)                 37             37
 Additional paid-in-capital                            86,530         86,530
 Retained earnings                                     29,138         29,885
                                                     --------       --------
                                                      120,258        121,005
                                                     --------       --------
                                                     $298,608       $285,265
                                                     ========       ========

      See Accompanying Notes to Condensed Consolidated Financial Statements

</TABLE>

<PAGE>
                                 HUNTCO INC.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
             (unaudited, in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                        Nine Months           Three Months
                                     Ended September 30    Ended September 30
                                       1998       1997       1998       1997
                                     -------    -------     -------    ------
<S>                                 <C>        <C>         <C>        <C>
Net sales                           $310,744   $273,061     $95,646   $93,903

Cost of sales                        290,070    248,489      90,490    85,736
                                     -------    -------      ------    ------

Gross profit                          20,674     24,572       5,156     8,167

Selling, general and
 administrative expenses              14,615     12,603       4,897     4,287
                                     -------    -------      ------    ------

Income from operations                 6,059     11,969         259     3,880

Interest, net                         (6,012)    (5,557)     (1,995)   (1,976)
                                     -------    -------      ------    ------

Income (loss) before income taxes         47      6,412      (1,736)    1,904

Provision (benefit) for income taxes      17      2,419        (632)      707
                                     -------    -------      ------    ------

Net income (loss)                         30      3,993      (1,104)    1,197

Preferred dividends                      150        133          50        50
                                     -------    -------      ------    ------
Net income (loss) available
 for common shareholders            $   (120)  $  3,860     $(1,154)  $ 1,147
                                     =======    =======      ======    ======

Earnings (loss) per common share 
 (basic and diluted)                  $ (.01)    $  .43      $ (.13)   $  .13
                                       =====      =====       =====     =====

Weighted average
 common shares outstanding:
  Basic                                8,942      8,942       8,942     8,942
                                       =====      =====       =====     =====
  Diluted                              8,962      8,946       8,942     8,954
                                       =====      =====       =====     =====

    See Accompanying Notes to Condensed Consolidated Financial Statements

</TABLE>

<PAGE>
                                 HUNTCO INC.
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                          (unaudited, in thousands)
<TABLE>
<CAPTION>
                                                             Nine Months
                                                         Ended September 30,
                                                          1998        1997 
                                                        -------      -------
<S>                                                    <C>           <C>
Cash flows from operating activities:
 Net income                                            $     30      $ 3,993
                                                        -------      -------
 Adjustments to reconcile net income to net
  cash provided (used) by operating activities:
    Depreciation and amortization                         7,453        6,524
    Other                                                  (428)        (185)
    Decrease (increase) in:
      accounts receivable                                (8,071)     (12,873)
      inventories                                        (6,911)     (27,893)
      other current assets                                2,673        1,139
      other assets                                         (888)      (4,725)
    Increase (decrease) in: 
      accounts payable                                    7,765       29,771
      accrued expenses                                   (1,125)       1,391
      non-current deferred taxes                           (122)       1,271
                                                        -------      -------
        Total adjustments                                   346       (5,580)
                                                        -------      -------
 Net cash provided (used) by operations                     376       (1,587)
                                                        -------      -------
Cash flows from investing activities:
 Cash used to acquire property, plant and equipment      (7,182)     (16,982)
                                                        -------      -------
Cash flows from financing activities:
 Issuance of Series A preferred stock                      -           4,500
 Net proceeds from newly-issued debt                      7,978       14,500
 Payments on long-term debt                                (405)        (142)
 Common stock dividends                                    (626)        (939)
 Preferred stock dividends                                 (150)        (133)
 Other                                                     -             (37)
                                                        -------      -------
 Net cash provided by financing activities                6,797       17,749
                                                        -------      -------
Net decrease in cash                                         (9)        (820)
Cash, beginning of period                                    27        1,759
                                                        -------      -------
Cash, end of period                                     $    18      $   939
                                                        =======      =======

    See Accompanying Notes to Condensed Consolidated Financial Statements

</TABLE>

<PAGE>

                                 HUNTCO INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         (unaudited, dollars in thousands, except per share amounts)
         -----------------------------------------------------------

1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated balance sheet as of September 30, 1998, the 
condensed consolidated statements of operation for the nine and three months 
ended September 30, 1998 and 1997, and the condensed consolidated statement of 
cash flows for the nine months ended September 30, 1998 and 1997 have been 
prepared by Huntco Inc. (the "Company") without audit.   In the opinion of 
management, all adjustments (which include only normal, recurring adjustments) 
necessary to present fairly the financial position at September 30, 1998, and 
the results of operations and cash flows for the interim periods presented 
have been made.

Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted where inapplicable.   A summary of 
the significant accounting policies followed by the Company is set forth in 
Note 1 to the Company's consolidated financial statements included within Item 
8 to the Company's transition report on Form 10-K for the eight months ended 
December 31, 1997 (the "transition period")(the "Form 10-K"), which Form 10-K 
was filed with the Securities and Exchange Commission on March 30, 1998.  The 
condensed consolidated financial statements included herein should be read in 
conjunction with the consolidated financial statements and notes thereto for 
the transition period ended December 31, 1997, included in the aforementioned 
Form 10-K.  The results of operations for the periods ended September 30, 1998 
are not necessarily indicative of the operating results for the full year.


2.     INVENTORIES

     Inventories consisted of the following as of:

<TABLE>
<CAPTION>
                                   September 30,        December 31,
                                       1998                1997
                                     -------            ---------
     <S>                             <C>                <C>
     Raw materials                   $ 63,317            $ 55,991
     Finished goods                    25,207              25,621
                                     --------            --------
                                     $ 88,524            $ 81,612
                                     ========            ========
</TABLE>

     The Company classifies its inventory of cold rolled steel coils as 
finished goods, which coils can either be sold as master coils, without 
further processing, or may be slit, blanked or cut-to-length by the Company 
prior to final sale.


3.     COMMON STOCK DIVIDENDS

The Company's Board of Directors declared a dividend of $.035 per share on its 
shares of Class A common stock and Class B common stock for shareholders of 
record on November 4, 1998, payable on November 16, 1998.


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

This Quarterly Report on Form 10-Q contains certain statements that are 
forward-looking and involve risks and uncertainties.  Words such as "expects," 
"believes," and "anticipates," and variations of such words and similar 
expressions are intended to identify such forward-looking statements.  These 
statements are based on current expectations and projections concerning the 
Company's plans for 1998 and about the steel processing industry in general, 
as well as assumptions made by Company management and are not guarantees of 
future performance.  Therefore, actual events, outcomes, and results may 
differ materially from what is expressed or forecasted in such forward-looking 
statements.  The Company encourages those who make use of this forward-looking 
data to make reference to a complete discussion of the factors which may cause 
the forward-looking data to differ materially from actual results, which 
discussion is contained under the title "Risk Factors - 1998 Forecast" 
included within Item 7, Management's Discussion and Analysis of Financial 
Condition and Results of Operations, of the Company's transition report on 
Form 10-K, as filed with the Securities and Exchange Commission on March 30, 
1998.  The Company has also provided updates of its forward-looking 
information during the course of 1998 by way of the filing of various Current 
Reports on Form 8-K, the three most recent of which are referred to under Item 
6(b) below.


RESULTS OF OPERATIONS

Net sales were $95.6 million for the quarter ended September 30, 1998, an 
increase of 1.9% in comparison to net sales of $93.9 million for the three 
months ended September 30, 1997.  Net sales for the nine months ended 
September 30, 1998 were $310.7 million, an increase of 13.8% in comparison to 
net sales of $273.1 million for the nine months ended September 30, 1997.

The Company experienced a decrease in total tons sold and toll processed of 
2.5% when comparing the quarters ended September 30, 1998 and 1997.  The 
Company sold and processed 288,044 tons of steel during the three months ended 
September 30, 1998, which compares to 295,535 tons for the three months ended 
September 30, 1997.  However, total net sales dollars for the Company 
increased on a third quarter 1998 versus 1997 comparative basis.  Direct non-
tolling sales volume measured in tons shipped increased 3.7%, which increase 
was offset by lower tolling volume as the Company toll processed less 
customer-owned material on a per ton fee basis during the 1998 third quarter 
(21.0% of total volume), than it did in the 1997 third quarter (25.7%).  
Processing customer-owned material generally results in lower revenues per 
ton, but higher gross profit expressed as a percentage of net sales, in 
comparison to when the Company processes and sells its own steel inventory.  
The reduced level of tolling volume reflected a move to off-shore purchasing 
by certain of the Company's tolling customers who traditionally buy from the 
Nucor mill at Hickman, Arkansas and use the Company's Blytheville facility for 
toll slitting and pickling.  

In comparison to the first seven months of 1998, sharply lower shipping levels 
of processed hot rolled products and cold rolled master coils were experienced 
at the Company's Blytheville facility during the month of August, 1998 and 
into September, as the Company installed new computer systems at this 
facility.  Blytheville is the last of the Company's facilities to be converted 
to the new computer system.  

The environment of deteriorating steel prices charged by the Company's 
suppliers encouraged inventory liquidations and delays in purchases by the 
Company's customers. This was especially acute in the markets served by the 
Blytheville facility, reflecting the substantial disparity between hot rolled 
steel prices charged by local, domestic suppliers and the landed cost of 
imported hot bands.  These steel price reductions also resulted in lower 
average selling prices for the Company, which prices declined 5.2% on a third 
quarter 1998 versus 1997 comparative basis, which price decreases also served 
to deflate the Company's level of net sales.

The Company attributes the year-to-date increase in net sales to higher levels 
of tons processed, with such volume driven increases being partially offset by 
lower average selling prices.  The Company processed and shipped 958,877 tons 
of steel in the nine months ended September 30, 1998, an increase of 17.6% 
over the comparable period of the prior year.  

The Company's year-to-date net sales increase was driven by higher sales of 
cold rolled products.  The Company sold 216,758 tons of cold rolled products 
during the nine months ended September 30, 1998, versus 161,249 tons in the 
comparable period of the prior year.  Average per ton selling values declined 
5.5% during the nine months ended September 30, 1998, in comparison to prior 
year levels.  The level of customer-owned material processed on per ton, fee 
basis for the nine months ended September 30, 1998 (23.1% of total volume) 
approximated that of the comparable period of the prior year (23.3%).

Gross profit, expressed as a percentage of net sales, was 5.4% and 6.7% for 
the three and nine months ended September 30, 1998, compared to 8.7% and 9.0% 
for the three and nine months ended September 30, 1997.  The decline in the 
Company's gross profit percentage is attributable to reduced steel prices, 
lower 1998 third quarter shipping and production volumes (including lower 
levels of toll processing) that negatively impacted fixed cost overhead 
absorption, and higher levels of equipment lease expense included in cost of 
sales.

Selling, general and administrative ("SG&A") expenses of $4.9 million and 
$14.6 million for the three and nine months ended September 30, 1998, reflect 
increases of $.6 million and $2.0 million over the comparable periods of the 
prior year.  The increases in SG&A expenses are generally attributable to the 
higher level of business activity conducted throughout the Company, including 
overhead expenses related to the Company's new South Carolina facility.  SG&A 
expenses, when expressed as a percentage of net sales, increased from 4.6% for 
both the three and nine months ended September 30, 1997, to 5.1% and 4.7% of 
net sales during the three and nine months ended September 30, 1998.  Declines 
in selling values of the Company's products during 1998 provided for less 
percentage absorption of the Company's selling and administrative efforts.

Income from operations was $.3 million and $6.1 million during the three and 
nine months ended September 30, 1998, which amounts decreased $3.6 million and 
$5.9 million from prior year levels.  These decreases reflect the factors 
discussed in the preceding paragraphs.

Net interest expense of $2.0 million and $6.0 million was incurred during the 
three and nine months ended September 30, 1998.  During the comparable periods 
of calendar 1997, net interest expense of $2.0 million and $5.6 million were 
incurred.  The increase for the nine month period reflects borrowings to 
support higher working capital levels and slightly higher interest rates 
charged on the Company's revolving credit borrowings in 1998 versus 1997.  The 
Company capitalized $.4 million and $1.0 million of interest costs to 
construction in progress during the three and nine months ended September 30, 
1998.  During the comparable periods of the prior year, the Company 
capitalized $.3 million and $.8 million of interest costs to construction in 
progress.

The effective income tax (benefit) rates experienced by the Company were 
(36.4)% and 36.2% during the three and nine months ended September 30, 1998, 
which rates declined from the 37.1% and 37.7% effective income tax rates 
recognized during the comparable periods of the prior year.  These decreases 
are due to the Company's recognition of certain state tax benefits for the 
year to date 1998 versus 1997 comparison.  For the quarter ended September 30, 
1998 versus 1997 contrast, the lower effective income tax rate is due to the 
effects of non-deductible expenses incurred by the Company applied to pre-tax 
income for 1997, versus a pre-tax loss for 1998.

The Company incurred a net loss for common shareholders for the three months 
ended September 30, 1998 of $1.2 million, or $.13 per share both basic and 
diluted.  This quarterly performance compares to net income available for 
common shareholders of $1.1 million, or $.13 per share both basic and diluted, 
for the comparable period of the prior year.  The Company incurred a net loss 
for common shareholders for the nine months ended September 30, 1998 of $.1 
million, or $.01 per share both basic and diluted.  This nine month 
performance compares to net income available for common shareholders of $3.9 
million, or $.43 per share both basic and diluted, for the comparable period 
of the prior year.  These decreases reflect the factors discussed in the 
preceding paragraphs.


LIQUIDITY AND CAPITAL RESOURCES

The Company generated $.4 million of cash from operating activities during the 
nine months ended September 30, 1998, which compares to net cash used by 
operations of $1.6 million for the comparable period of the prior year.  
During the nine months ended September 30, 1998 and 1997, the Company was able 
to fund much of its increased investments in accounts receivable and inventory 
with non-cash depreciation and amortization charges and increases in accounts 
payable.  During the nine months ended September 30, 1997, the Company also 
utilized additional borrowings on the Company's revolving credit facility to 
round out its working capital needs.

In terms of the timing of working capital needs, the following is of note.  
The Company's investment in accounts receivable is typically lower as of 
December 31, as compared to its interim quarter ends of March, June and 
September.  The business activity level of the Company is typically slower 
during the months of November and December, when there are less business 
shipping days due to the holidays occurring during these months.  As a result, 
the monthly sales levels preceding its interim quarter ends (e.g., September 
30) is typically higher for the Company, as compared to December 31, due to 
the seasonal nature of its late fourth quarter sales activity.  The $8.1 
million and $12.9 million increases in accounts receivable for the nine months 
ended September 30, 1998 and 1997, respectively, follow this seasonality.

During the nine months ended September 30, 1998 and 1997, the Company saw its 
investment in inventories increase $6.9 million and $27.9 million, in 
comparison to inventories at December 31, 1997 and 1996, respectively.  
Inventory levels can be heavily influenced by the source of the Company's raw 
material supply.  Use of imported steel typically requires the Company to 
maintain higher levels of inventory.  Receipt of imported steel is normally by 
large ocean-going vessel, with longer lead times required and less predictable 
delivery schedules for such bulk import orders, as compared to the procurement 
process faced by the Company when it purchases its steel coils from domestic 
producing mills.

The timing of receipt of imported steel coils can significantly impact the 
balance of the Company's inventories on any given day.  During the nine months 
ended September 30, 1998 and 1997, the Company shifted a major portion of its 
steel purchases to imported coils, given the accessibility of such material at 
prices lower than that charged by the Company's domestic suppliers.  In order 
to fund this increased investment in inventories, the Company has been able to 
procure more favorable payment terms from its import vendors, versus those 
terms typically offered by its domestic suppliers.  As a result, the Company's 
balance of accounts payable increased $7.8 million and $29.8 million during 
the nine months ended September 30, 1998 and 1997.  This trend is expected to 
continue through the fourth quarter of 1998, and the Company presently expects 
that its investment in inventories will peak sometime near December 31, 1998.

The Company used $7.2 million and $17.0 million of cash during the nine months 
ended September 30, 1998 and 1997, respectively, to acquire property, plant 
and equipment.  During 1998, such expenditures primarily involved the 
Company's second coil pickling line and improvements to the cold rolling mill, 
both located in Blytheville, Arkansas, as well as the acquisition and 
installation of a heavy gauge cut-to-length line for the Pasadena, Texas 
facility.  Construction of the Company's new facility in South Carolina, the 
acquisition of certain steel processing equipment from Coil-Tec, Inc. on 
January 30, 1997, and costs related to the Company's second coil pickling line 
located in Blytheville were the principal property additions attributable to 
the comparable period of the prior year. 

The primary source of financing for these property additions came from the 
Company's revolving credit facility, which increased by a total of $8.0 
million and $14.5 million during the nine months ended September 30, 1998 and 
1997, respectively.  The Company also issued its $4.5 million of Series A 
Preferred Stock on January 30, 1997 to the shareholder of Coil-Tec in exchange 
for certain of its assets.  The Company does not contemplate any further 
significant level of capital additions over the course of the next twelve 
months.

On March 24, 1998, the Company amended its primary long-term debt agreements 
to provide its lenders with security interests in the accounts receivable, 
inventory and selected fixed assets of the Company.  Effective with these 
amendments, the maximum amount of borrowings available to the Company under 
its revolving credit facility is based upon percentages of eligible accounts 
receivable, inventory and selected fixed assets, as defined in the amended 
revolving credit agreement.

The Company's long-term notes and the revolving credit agreement, as amended, 
both require the maintenance of various financial covenants and ratios.  The 
Company was in compliance with the financial covenants and ratios required by 
these agreements, as amended, as of September 30, 1998.

As of September 30, 1998, the Company had unused borrowing capacity of $12.1 
million under its $80.0 million revolving credit facility.  This amount was 
further limited to $1.7 million of unused borrowing capacity as of September 
30, 1998, given the constraint of complying with the Company's funded debt to 
total capitalization covenant.  The Company maintains a policy to limit its 
long-term debt, inclusive of current maturities (i.e., "funded debt"), to no 
more than 50% of total capitalization (i.e., the sum of the Company's funded 
debt and total shareholders' equity), which policy has been incorporated into 
the Company's primary long-term debt agreements.  As of September 30, 1998, 
the ratio of the Company's funded debt to total capitalization was 49.6%.

During the nine months ended September 30, 1998, the Company paid dividends of 
$.2 million on its Series A preferred stock and $.6 million on its common 
stock, versus payments of $.1 million and $.9 million, respectively, for the 
comparable period of the prior year.  However, if business conditions improve 
in early 1999, as the Company expects, and the Huntco Inc. Class A common 
stock price remains at or near the current depressed levels, the Company will 
consider implementing a stock repurchase program in lieu of continuing 
periodic declarations of common dividends.

The Company's cash position, unused borrowing capacity, and cash anticipated 
to be generated from operations is expected to be sufficient to meet its 
working capital needs, capital expenditure commitments, and the payment of 
dividends on the outstanding shares of Series A preferred stock and Class A 
and Class B common stock during the balance of 1998.  

The Company maintains the flexibility to issue additional equity in the form 
of Class A common stock or additional series of preferred stock junior to the 
Series A preferred stock if and when market circumstances should ever dictate. 
The Company, from time-to-time, explores financing alternatives such as 
increasing its borrowing capacity on its revolving credit facility, the 
possibility of issuing additional long-term debt, or pursuing further 
operating lease financing for new business expansions.  The Company also 
continues to evaluate its business with the intent to streamline operations, 
improve productivity and reduce costs.


YEAR 2000 COMPLIANCE

The Company utilizes software and related computer technologies essential to 
its operations and to certain products that use two digits rather than four to 
specify the year, which could result in a date recognition problem with the 
transition to the year 2000.  The Company has established a plan, utilizing 
internal resources, to assess the potential impact of the year 2000 on the 
Company's systems and operations and to implement solutions to address this 
issue.  The Company is in the assessment phase of its year 2000 plan, which in 
addition to the assessment of its own systems and operations includes 
surveying the Company's primary suppliers, vendors and service providers for 
year 2000 compliance.  The Company expects to complete the assessment phase by 
December 31, 1998.  

The Company's plan for remediation includes a combination of repair and 
replacement of affected systems.  For substantially all of the Company's 
internal systems, this remediation is an incidental consequence of the 
implementation of a new integrated core business system, which has now been 
installed at all of the Company's steel processing facilities.  An updated 
version of this system software is expected to be received in November 1998, 
which system software the Company expects to test for year 2000 compliance at 
or near December 31, 1998.  The Company expects the remediation phase to be 
completed and for testing to be conducted by March 31, 1999.  The Company 
expects that all critical internal systems will be year 2000 compliant by June 
30, 1999.  

The cost of implementation of the new integrated core business system is 
approximately $.7 million, which amount has been incurred by the Company 
through October 31, 1998.  The Company does not anticipate any further 
significant costs to be incurred in addressing its internal year 2000 
compliance issues.  

The Company is dependent upon various third parties, including certain product 
suppliers, to conduct its business operations.  The failure of mission-
critical third parties to achieve year 2000 compliance could have a material 
effect on the Company's operations.  The Company is diligently quantifying 
issues and developing contingency sources to mitigate the risks associated 
with interruptions in its supply chain due to year 2000 problems.  The bulk of 
the Company's primary steel suppliers have year 2000 compliance projects in 
process, and the Company plans to continue to monitor their progress on a 
quarterly basis.  The Company also continues to monitor concerns that utility 
companies and any inbound or outbound shipping suppliers will continue their 
services on an uninterrupted basis given year 2000 compliance concerns.  The 
Company plans to develop a contingency plan by May 1, 1999, in the event its 
systems or its mission-critical vendors do not achieve year 2000 compliance.  
However, there can be no assurance that the Company will not experience 
unanticipated costs and/or business interruptions due to year 2000 problems in 
its internal systems, its supply chain or from customer product migration 
issues, or that such costs and/or interruptions will not have a material 
adverse effect on the Company's consolidated results of operation.

<PAGE>

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

Item 6.     Exhibits and Reports on Form 8-K
- --------------------------------------------

            (a)  See the Exhibit Index included herein.

            (b)  Reports on Form 8-K:

The Company filed a Form 8-K on July 21, 1998, which filing discussed under 
Item 5, Other Events, the Company's earnings for the three and six months 
ended June 30, 1998, as well as providing certain forward-looking data for the 
fiscal year ending December 31, 1998.

The Company filed a Form 8-K on September 23, 1998, which filing discussed 
under Item 5, Other Events, an update of certain forward-looking data for the 
fiscal year ending December 31, 1998.

The Company filed a Form 8-K on October 23, 1998, which filing discussed under 
Item 5, Other Events, the Company's earnings for the three and nine months 
ended September 30, 1998, as well as providing certain forward-looking data 
for the fiscal year ending December 31, 1998.


                              **************


                                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.

                                              HUNTCO INC.
                                              (Registrant)


Date: November 12, 1998                       By: /s/ ROBERT J. MARISCHEN
                                                  -----------------------
                                                  Robert J. Marischen,
                                                   Vice Chairman of the Board
                                                   and Chief Financial Officer


<PAGE>

                                 EXHIBIT INDEX

These Exhibits are numbered in accordance with the Exhibit Table of Item 601 
of Regulation S-K.


2:   Omitted - not applicable.

3:   Omitted - not applicable.

4:   Omitted - not applicable.

10:  Omitted - not applicable.

11:  Omitted - not applicable.

15:  Omitted - not applicable.

18:  Omitted - not applicable.

19:  Omitted - not applicable.

22:  Omitted - not applicable.

23:  Omitted - not applicable.

24:  Omitted - not applicable.

27:  Financial Data Schedule.

99:  Omitted - not applicable.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF HUNTCO INC. AT AND FOR 
THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY 
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>  1,000
       
<S>                         <C>
<PERIOD-TYPE>               9-MOS
<FISCAL-YEAR-END>           DEC-31-1998
<PERIOD-END>                SEP-30-1998
<CASH>                               18
<SECURITIES>                          0
<RECEIVABLES>                    50,226
<ALLOWANCES>                        512
<INVENTORY>                      88,524
<CURRENT-ASSETS>                140,597
<PP&E>                          182,210
<DEPRECIATION>                   35,635
<TOTAL-ASSETS>                  298,608
<CURRENT-LIABILITIES>            57,904
<BONDS>                         111,153
                 0
                       4,500
<COMMON>                             90
<OTHER-SE>                      115,668
<TOTAL-LIABILITY-AND-EQUITY>    298,608
<SALES>                         310,744
<TOTAL-REVENUES>                310,744
<CGS>                           290,070
<TOTAL-COSTS>                   290,070
<OTHER-EXPENSES>                      0
<LOSS-PROVISION>                     70
<INTEREST-EXPENSE>                6,012
<INCOME-PRETAX>                      47
<INCOME-TAX>                         17
<INCOME-CONTINUING>                  30
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                         30
<EPS-PRIMARY>                      (.01)
<EPS-DILUTED>                      (.01)
        

</TABLE>


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