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SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q/A

Amendment No. 1

[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
OR
[  ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FROM THE TRANSITION PERIOD FROM                                                TO

COMMISSION FILE NUMBER 1-7521

FRIEDMAN INDUSTRIES, INCORPORATED

TEXAS (State or other jurisdiction of incorporation or organization)		74-1504405 (I.R.S. Employer Identification Number)

4001 HOMESTEAD ROAD, HOUSTON, TEXAS 77028-5585
(Address of principal executive office) (zip code)
Registrant’s telephone number, including area code (713) 672-9433

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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, and (2) has been subject to such filing requirements for the past 90 days.

	Yes     X				No

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

	Yes				No     X

     At September 30, 2004, the number of shares outstanding of the issuer’s only class of stock was 7,595,239 shares of Common Stock.

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EXPLANATORY NOTE
PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
		CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 4. Controls and Procedures
Part II — OTHER INFORMATION
	Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
Certification of Jack Friedman Pursuant to Section 302
Certification of Ben Harper Pursuant to Section 302
Certification of Jack Friedman Pursuant to Section 906
Certification of Ben Harper Pursuant to Section 906

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EXPLANATORY NOTE

     This quarterly report on Form 10-Q/A (“Form 10-Q/A”) is being filed to amend our quarterly report on Form 10-Q for the quarter ended September 30, 2004 (the “Original Form 10-Q”), which was filed with the Securities and Exchange Commission (“SEC”) on November 15, 2004. Accordingly, pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Form 10-Q/A contains complete text of Items 1, 2 and 4 of Part I, and Item 6 of Part II as amended as well as currently dated certifications.

     In connection with the Company's review of its accrual for accounts payable at December 31, 2004, the Company discovered that it had over accrued accounts payable at September 30, 2004. The error occurred as the result of double booking a liability for materials received. During the quarter ended September 30, 2004, the Company received steel coils and recorded a liability for this purchase. Subsequently, these same coils were shipped to other companies for processing into slit coils or pipe. After processing, the Company received the material and incorrectly recorded a liability for the entire receipt instead of only the processing and shipping charges. Accordingly, our consolidated financial statements for the three and six months ended September 30, 2004 are being restated to correct the accrual for accounts payable.

     The amendments contained herein reflect changes resulting from the foregoing adjustment. We have not updated the information contained herein for events occurring subsequent to November 15, 2004, the filing date of the Original Form 10-Q, except to reflect the restatement of the period indicated above. We recommend that this report be read in conjunction with our reports filed subsequent to November 15, 2004.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

					SEPTEMBER 30, 2004				MARCH 31, 2004
					Unaudited (Restated)
CURRENT ASSETS:
	Cash and cash equivalents				$	7,099,433			$	1,984,763
	Accounts receivable, net of allowances for bad debts and cash discounts of $37,276 and $44,776 at September 30, 2004 and March 31, 2004, respectively					15,817,403				14,688,702
	Inventories					19,933,110				21,043,992
	Other					322,404				112,244
			TOTAL CURRENT ASSETS			43,172,350				37,829,701
PROPERTY, PLANT AND EQUIPMENT:
	Land					437,793				437,793
	Buildings and yard improvements					4,088,149				4,088,149
	Machinery and equipment					18,497,977				18,013,461
	Less accumulated depreciation					(16,276,518	)			(15,846,288	)
						6,747,401				6,693,115
OTHER ASSETS:
	Cash value of officers’ life insurance					528,590				1,302,613
	Deferred income taxes					143,694				202,694
			TOTAL ASSETS		$	50,592,035			$	46,028,123
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses				$	12,100,552			$	10,204,653
	Current portion of long-term debt					23,081				63,037
	Dividends payable					607,759				151,500
	Income taxes payable					223,714				1,134,433
	Contribution to profit sharing plan					134,000				280,000
	Employee compensation and related expenses					983,706				806,140
	Deferred credit for LIFO replacement					157,520				—
			TOTAL CURRENT LIABILITIES			14,230,332				12,639,763
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS						389,904				356,756
STOCKHOLDERS’ EQUITY:
	Common stock, par value $1:
		Authorized shares — 10,000,000
		Issued and outstanding shares — 7,595,239 and 7,575,239 at September 30, 2004 and March 31, 2004, respectively				7,595,239				7,575,239
	Additional paid-in capital					27,742,409				27,714,669
	Retained earnings(deficit)					634,151				(2,258,304	)
			TOTAL STOCKHOLDERS’ EQUITY			35,971,799				33,031,604
			TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	50,592,035			$	46,028,123

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED

			Three Months Ended September 30,								Six Months Ended September 30,
			(Restated) 2004				2003				(Restated) 2004				2003
Net sales			$	49,020,241			$	25,410,689			$	93,935,945			$	50,614,859
Costs and expenses
	Costs of goods sold			43,994,292				23,910,932				84,709,449				47,166,445
	General, selling and administrative costs			1,506,856				1,045,949				3,159,337				2,280,044
	Interest			—				14,374				—				23,106
				45,501,148				24,971,255				87,868,786				49,469,595
Interest and other income				(51,120	)			(1,873	)			(61,083	)			(4,021	)
Earnings before income taxes				3,570,213				441,307				6,128,242				1,149,285
Provision (benefit) for income taxes:
	Current			1,274,080				159,045				2,189,280				408,758
	Deferred			35,000				(9,000	)			59,000				(18,000	)
				1,309,080				150,045				2,248,280				390,758
Net earnings			$	2,261,133			$	291,262			$	3,879,962			$	758,527
Average number of common shares outstanding:
	Basic			7,581,906				7,573,239				7,578,572				7,573,239
	Diluted			7,785,196				7,632,571				7,756,424				7,615,163
Net earnings per share:
	Basic		$	0.30			$	0.04			$	0.51			$	0.10
	Diluted		$	0.29			$	0.04			$	0.50			$	0.10
Cash dividends declared per common share			$	0.08			$	0.03			$	0.13			$	0.06

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

					Six Months Ended September 30,
					(Restated) 2004				2003
OPERATING ACTIVITIES
	Net earnings				$	3,879,962			$	758,527
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation				441,600				465,000
		Provision for deferred taxes				59,000				(18,000	)
		Provision for postretirement benefits				33,148				—
	Decrease (increase) in operating assets:
		Accounts receivable				(1,128,701	)			690,350
		Inventories				1,110,882				1,650,910
		Other				(210,160	)			(324,339	)
	Increase (decrease) in operating liabilities:
		Accounts payable and accrued expenses				1,895,899				(4,075,317	)
		Contribution to profit-sharing plan payable				(146,000	)			(128,000	)
		Employee compensation and related expenses				177,566				(6,534	)
		Federal income taxes payable				(910,719	)			(251,242	)
		Deferred credit for LIFO replacement				157,520				—
			NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES			5,359,997				(1,238,645	)
INVESTING ACTIVITIES
	Purchase of property, plant and equipment					(496,427	)			(277,850	)
	(Increase) decrease in cash value of officers’ life insurance					774,023				(6,919	)
Proceeds from sale of asset						542				—
			NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES			278,138				(284,769	)
FINANCING ACTIVITIES
	Cash dividends paid					(531,249	)			(378,649	)
	Principal payments on notes payable					(39,956	)			(31,721	)
	Increase in notes payable					—				2,000,000
	Exercise of stock options					47,740				—
			NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES			(523,465	)			1,589,630
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						5,114,670				66,216
	Cash and cash equivalents at beginning of period					1,984,763				673,127
CASH AND CASH EQUIVALENTS AT END OF PERIOD					$	7,099,433			$	739,343

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED
SIX MONTHS ENDED SEPTEMBER 30, 2004

NOTE A — BASIS OF PRESENTATION

     The accompanying unaudited condensed, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended March 31, 2004.

NOTE B — INVENTORIES

     Inventories consist of prime coil, non-standard coil and tubular materials. Prime coil inventory consists primarily of raw materials, non-standard coil inventory consists primarily of finished goods and tubular inventory consists of both raw materials and finished goods. Inventories are valued at the lower of cost or replacement market value. Cost for prime coil inventory is determined under the last-in, first-out (“LIFO”) method. Cost for non-standard coil inventory is determined using the specific identification method. Cost for tubular inventory is determined using the weighted average method.

     During the quarter ended September 30,2004, LIFO inventories were reduced but are expected to be replaced by March 31, 2005. Accordingly, a deferred credit for LIFO replacement of $157,520 to reflect the expected cost of such replacement was recorded at September 30, 2004.

     A summary of inventory values follows:

NOTE C — LONG-TERM DEBT

     The following summary reflects long-term debt including the current portion thereon:

     The Company has a $6 million revolving credit facility which expires April 1, 2006. There were no amounts outstanding pursuant to the facility at September 30, 2004 or March 31, 2004.

NOTE D — STOCK BASED COMPENSATION

     The Company follows Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), for its employee stock options. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

     The following schedule reflects the impact on net income and earnings per common share if the Company had applied the fair value recognition provisions of Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, to stock based employee compensation for each period indicated:

				Three Months Ended September 30,								Six Months Ended September 30,
				(Restated) 2004				2003				(Restated) 2004				2003
Reported net income				$	2,261,133			$	291,262			$	3,879,962			$	758,527
Less: compensation expenses per SFAS No. 123, net of tax					.00				.00				.00				31,582
Pro forma net income				$	2,261,133			$	291,262			$	3,879,962			$	726,945
BASIC EARNINGS PER COMMON SHARE:
Reported net income					.30				.04				.51				.10
Less: compensation expense per SFAS No. 123, net of tax					.00				.00				.00				.00
Pro forma net income					.30				.04				.51				.10
DILUTED EARNINGS PER COMMON SHARE:
Reported net income					.29				.04				.50				.10
Less: compensation expense per SFAS No. 123, net of tax					.00				.00				.00				.00
Pro forma net income					.29				.04				.50				.10

     During the six months ended September 30, 2004, options for 20,000 shares Common Stock were exercised which resulted in proceeds of $47,740 to the Company. In the 2004 period, no options were granted.

     The fair value of options was estimated using a Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rates of 3.0%, a dividend yield of 3.4%, volatility factor of the expected market price of the Company’s common stock of 0.42, and a weighted average expected life of the option of four years.

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NOTE E — SEGMENT INFORMATION

				Three Months Ended September 30								Six Months Ended September 30
				(Restated) 2004				2003				(Restated) 2004				2003
Net sales
	Coil			$	28,157			$	13,157			$	54,693			$	26,552
	Tubular				20,863				12,254				39,243				24,063
		Total net sales		$	49,020			$	25,411			$	93,936			$	50,615
Operating profit
	Coil			$	1,849			$	299			$	3,224			$	1,009
	Tubular				2,564				660				4,874				1,429
		Total operating profit			4,413				959				8,098				2,438
	Corporate expenses				894				506				2,031				1,270
	Interest expense				—				14				—				23
	Interest & other income				(51	)			(2	)			(61	)			(4	)
		Total earnings before taxes		$	3,570			$	441			$	6,128			$	1,149

				September 30, 2004				March 31, 2004
Segment assets
	Coil			$	20,572			$	21,770
	Tubular				22,112				20,624
					42,684				42,394
	Corporate assets				7,908				3,634
					50,592				46,028

     Segment amounts reflected above are stated in thousands. General corporate expenses reflect general and administrative expenses not directly associated with segment operations and consist primarily of corporate executive and accounting salaries, professional fees and services, bad debts, accrued profit sharing expense, corporate insurance expenses and office supplies. Corporate assets consists primarily of cash and cash equivalents and the cash value of officers’ life insurance.

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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

      The Company remained in a strong, liquid position at September 30, 2004. Current ratios were 3.0 at both September 30, 2004 and March 31, 2004. Working capital was $28,942,018 at September 30, 2004 and $25,189,938 at March 31, 2004.

      During the three months ended September 30, 2004, the Company maintained assets and liabilities at levels it believed were commensurate with operations. The Company expects to continue to monitor, evaluate and manage balance sheet components depending on changes in the market conditions and the Company’s operations.

      During the six months ended September 30, 2004, the Company purchased approximately $496,000 in fixed assets. This purchase was related primarily to a small diameter pipe mill which began operation in April 2004.

      In June 2004 and July 2004, the Company surrendered for cash, certain split-dollar life insurance policies on the lives of Jack and Harold Friedman, respectively. The Company received the total cash surrender value of $812,432.

      During the six months ended September 30, 2004, cash and cash equivalents increased $5,114,670 primarily as the result of earnings during the 2004 period.

      The Company has an arrangement with a bank which provides for a revolving line of credit facility (the “revolving facility”). Pursuant to the revolving facility, which expires April 1, 2006, the Company may borrow up to $6 million at the bank’s prime rate or 1.5% over LIBOR. The Company uses the revolving facility to support cash flow and will borrow and repay the note as working capital is required. At September 30, 2004 and March 31, 2004, the Company had no borrowings outstanding under the revolving facility.

      The Company has in the past and may in the future borrow funds on a term basis to build or improve facilities. The Company currently has no plans to borrow funds on a term basis.

      Notwithstanding the current market conditions, the Company believes its cash flows from operations and borrowing capability under its revolving facility are adequate to fund its expected cash requirements for the next twenty-four months.

CRITICAL ACCOUNTING POLICIES

      The preparation of consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. One such accounting policy which requires significant estimates and judgments is the valuation of LIFO inventories in the Company’s quarterly reporting. The quarterly valuation of inventory requires estimates of the year end quantities which is inherently difficult. Historically, these estimates have been materially correct. In addition, the Company maintains an allowance for doubtful accounts receivable by providing for specifically identified accounts where collectibility is doubtful and a general allowance based on the aging of the receivables compared to past experience and current trends. On an ongoing basis, the Company evaluates estimates and judgements. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances.

FORWARD-LOOKING STATEMENTS

      From time to time, the Company may make certain statements that contain “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1996) and that involve risk and uncertainty. These forward-looking statements may include, but are not limited to, future results of operations, future production capacity and product quality. Forward-looking statements may be made by management orally or in writing including, but not limited to, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the Company’s filings with the Securities and Exchange Commission under the Securities Act of 1933 and the Securities Exchange Act of 1934. Actual results and trends in the future may differ materially depending on a variety of factors including but not limited to changes in the demand and prices of the Company products, changes in the demand for steel and steel products in general and the Company’s success in executing its internal operating plans.

Item 4. Controls and Procedures

     The Company maintains disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

     At the time the original Quarterly Report on Form 10‑Q for the quarterly period ended September 30, 2004 was prepared and filed, the Company’s management, with the participation of the Company’s principal executive officer (CEO) and principal financial officer (CFO), evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2004. Based on this evaluation, the CEO and CFO had originally concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter ended September 30, 2004 to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

     In conjunction with the Company’s decision to restate its financial statements for the period ended September 30, 2004, the Company identified a material weakness in its internal control over financial reporting (as defined in Public Company Accounting Oversight Board, Auditing Standard No. 2, a material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected) and, as a result thereof, reevaluated its disclosure controls and procedures over the accrual of accounts payable and concluded that these controls were not effective. The Company has taken steps to identify, rectify and prevent the recurrence of the circumstances that resulted in the determination to restate the financial statements for the period ended September 30, 2004. As part of this undertaking, the Company intends to incorporate additional levels of review of the processes and supporting documentation related to its accruals, including but not limited to those for accounts payable. The Company believes these enhancements to its systems of internal control over financial reporting and disclosure controls and procedures will be adequate to provide reasonable assurance that the control objectives will be met.

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FRIEDMAN INDUSTRIES, INCORPORATED

Part II — OTHER INFORMATION

Item 6. Exhibits

	31.1 —	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
	31.2 —	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper
	32.1 —	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
	32.2 —	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper

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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.

	FRIEDMAN INDUSTRIES, INCORPORATED
Date February 14, 2005
	By		/s/  BEN HARPER
	Ben Harper, Senior Vice President-Finance
	(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.		Description
Exhibit 31.1		— Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
Exhibit 31.2		— Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper
Exhibit 32.1		— Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Jack Friedman
Exhibit 32.2		— Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Ben Harper