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<SEC-DOCUMENT>/in/edgar/work/0000950129-00-004848/0000950129-00-004848.txt : 20001005
<SEC-HEADER>0000950129-00-004848.hdr.sgml : 20001005
ACCESSION NUMBER:		0000950129-00-004848
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001004
EFFECTIVENESS DATE:		20001004

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRIEDMAN INDUSTRIES INC
		CENTRAL INDEX KEY:			0000039092
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3310
]		IRS NUMBER:				741504405
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0331
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-47262
			FILM NUMBER:		734590
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		4001 HOMESTEAD RD
				CITY:			HOUSTON
				STATE:			TX
				ZIP:			77028
				BUSINESS PHONE:		7136729433
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 2:		PO BOX 21147
					CITY:			HOUSTON
					STATE:			TX
					ZIP:			77226
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>h80718s-8.txt
<DESCRIPTION>FRIEDMAN INDUSTRIES, INCORPORATED
<TEXT>

<PAGE>   1
     As filed with the Securities and Exchange Commission on October 4, 2000

                                                   REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  -----------

                        FRIEDMAN INDUSTRIES, INCORPORATED
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                          <C>
                          TEXAS                                                  74-1504405
             (State or other jurisdiction of                                  (I.R.S. Employer
              incorporation or organization)                                 Identification No.)

                   4001 HOMESTEAD ROAD
                      HOUSTON, TEXAS                                                77028
         (Address of Principal Executive Offices)                                (Zip Code)
</TABLE>

     FRIEDMAN INDUSTRIES, INCORPORATED 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (Full title of the plan)

                              --------------------

                                  BENNY HARPER
                               4001 HOMESTEAD ROAD
                              HOUSTON, TEXAS 77028
                     (Name and address of agent for service)

                                 (713) 672-9433
          (Telephone number, including area code, of agent for service)

                              --------------------

                                  With Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5151
                           ATTENTION: ROBERT E. WILSON

                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                      PROPOSED           PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO           MAXIMUM OFFERING      AGGREGATE OFFERING         AMOUNT OF
   TO BE REGISTERED         BE REGISTERED        PRICE PER UNIT(2)           PRICE(2)           REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                    <C>                     <C>
     Common Stock
    $1.00 par value        11,600 shares(1)            $3.875                $44,950                 $11.87
==================================================================================================================
</TABLE>

(1)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may become issuable by reason of the anti-dilution
         provisions of the 2000 Non-Employee Director Stock Plan.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 and based upon
         the average of the high and low sales price of a share of Common Stock
         on the American Stock Exchange, Inc. on October 2, 2000.

================================================================================

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents are hereby incorporated by reference
in this Registration Statement:

                  1.     The Registrant's Annual Report on Form 10-K for the
                         fiscal year ended March 31, 2000;

                  2.     The Registrant's Quarterly Report on Form 10-Q for the
                         quarter ended June 30, 2000; and

                  3.     The description of the Registrant's Common Stock, $1.00
                         par value, contained in the Registrant's Registrant
                         Statement on Form 8-A, declared effective by the
                         Securities and Exchange Commission on May 1, 1975,
                         including any amendment or report filed for the purpose
                         of updating such description.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Certain legal matters in connection with the securities
offered hereby are being passed upon for the Registrant by Fulbright & Jaworski
L.L.P., Houston, Texas. Charles Hall, a partner in the firm of Fulbright &
Jaworski L.L.P., is a director and the Assistant Secretary of the Company and
beneficially owns 4,948 shares of Common Stock.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Article 2.02-1 of the Texas Business Corporation Act provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to any
proceeding arising



                                      II-2
<PAGE>   3

from actions taken in his official capacity as a director or officer, he may be
indemnified so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that such conduct was in the corporation's
best interests. In cases not concerning conduct in his official capacity as a
director or officer, a director may be indemnified as long as he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In the case of any criminal proceeding, a director or officer may be indemnified
if he had no reasonable cause to believe his conduct was unlawful. If a director
or officer is wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory. The Registrant's Bylaws
provide for indemnification of its present and former directors and officers to
the fullest extent provided by Article 2.02-1. The Registrant currently
maintains directors' and officers' insurance to reimburse the Registrant in the
event that indemnification of a director or officer is required.

                  The Registrant's Bylaws further provide for indemnification of
officers and directors of officers and directors against reasonable expenses
incurred in connection with the defense of any such action, suit, or proceeding
in advance of the final disposition of the proceeding.

                  The Registrant's Articles of Incorporation were amended on
September 22, 1987, to eliminate or limit liabilities of directors for breaches
of their duty of care. The amendment does not limit or eliminate the right of
the Registrant or any shareholder to pursue equitable remedies such as an action
to enjoin or rescind a transaction involving a breach of a director's duty of
care, nor does it affect director liability to parties other than the Registrant
or its shareholders. In addition, directors will be liable for (i) breach of
their duty of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) declaring an
illegal dividend or stock repurchase, (iv) any transaction in which the
directors receive an improper personal benefit, or (v) acts or omissions for
which the liability of directors is expressly provided by statute. In addition,
the amendment applies only to claims under Texas law against a director arising
out of his or her role as a director and not, if he or she is also an officer,
his or her role as an officer or in any other capacity and does not limit a
director's liability under any other law, such as federal securities law.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                  4.1  - Articles of Incorporation of the Registrant, as
                         amended (incorporated by reference to an exhibit to the
                         Registrant's Annual Report on Form 10-K for the fiscal
                         year ended March 31, 1982).

                  4.2  - Articles of Amendment to the Articles of
                         Incorporation of the Registrant, as filed with the
                         Texas Secretary of State on September 22, 1987
                         (incorporated by reference to an exhibit to the
                         Registrant's Annual Report on Form 10-K for the fiscal
                         year ended March 31, 1988).




                                      II-3
<PAGE>   4

                  4.3  - By-laws of the Registrant, as adopted on March 27,
                         1992 (incorporated by reference to an exhibit to the
                         Registrant's Annual Report on Form 10-K for the fiscal
                         year ended March 31, 1992).

                  4.4  - Form of Common Stock Certificate (incorporated by
                         reference to an exhibit to the Registrant's
                         Registration Statement on Form 8-A, declared effective
                         by the Commission on May 1, 1975, including any
                         amendment or report filed for the purpose of updating
                         such description).

                  4.5  - Friedman Industries, Incorporated 2000 Non-Employee
                         Director Stock Plan.

                  5.1  - Opinion of Fulbright & Jaworski L.L.P.

                  23.1 - Consent of Fulbright & Jaworski L.L.P. (included in
                         Exhibit 5.1).

                  23.2 - Consent of Ernst & Young LLP.

                  24.1 - Powers of Attorney (contained on page II-6 of this
                         Registration Statement).

ITEM 9.           UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;




                                      II-4
<PAGE>   5

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.




                                      II-5
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 29, 2000.

                                     FRIEDMAN INDUSTRIES, INCORPORATED


                                     By:        /s/ HAROLD FRIEDMAN
                                         --------------------------------------
                                                    Harold Friedman
                                                Vice Chairman of the Board

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Jack Friedman, Harold Friedman and Benny
Harper, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
                Signature                                            Title                                   Date
                ---------                                            -----                                   ----
<S>                                                                  <C>                                     <C>
            /s/ JACK FRIEDMAN                 Chairman of the Board, Chief Executive Officer and      September 29, 2000
- ----------------------------------------                          Director
              Jack Friedman                             (Principal Executive Officer)


           /s/ HAROLD FRIEDMAN                      Vice Chairman of the Board and Director           September 29, 2000
- ----------------------------------------
             Harold Friedman

           /s/ WILLIAM E. CROW                  President, Chief Operating Officer and Director       September 29, 2000
- ----------------------------------------
             William E. Crow

            /s/ BENNY HARPER                      Senior Vice President-Finance and Treasurer         September 29, 2000
- ----------------------------------------         (Principal Financial and Accounting Officer)
              Benny Harper

           /s/ CHARLES W. HALL                                     Director                           September 29, 2000
- ----------------------------------------
             Charles W. Hall

            /s/ ALAN M. RAUCH                                      Director                           September 29, 2000
- ----------------------------------------
              Alan M. Rauch

           /s/ HERSHEL M. RICH                                     Director                           September 29, 2000
- ----------------------------------------
             Hershel M. Rich

             /s/ HENRY SPIRA                                       Director                           September 29, 2000
- ----------------------------------------
               Henry Spira

           /s/ KIRK K. WEAVER                                      Director                           September 29, 2000
- ----------------------------------------
             Kirk K. Weaver

           /s/ JOE L. WILLIAMS                                     Director                           September 29, 2000
- ----------------------------------------
             Joe L. Williams
</TABLE>




                                      II-6
<PAGE>   7
                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
   Exhibit
   Number                         Description of Exhibits
   ------                         -----------------------
<S>                               <C>
     4.1        Articles of Incorporation of the Registrant, as amended
                (incorporated by reference to an exhibit to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended March 31,
                1982).

     4.2        Articles of Amendment to the Articles of Incorporation of the
                Registrant, as filed with the Texas Secretary of State on
                September 22, 1987 (incorporated by reference to an exhibit to
                the Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 31, 1988).

     4.3        By-laws of the Registrant, as adopted on March 27, 1992
                (incorporated by reference to an exhibit to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended March 31,
                1992).

     4.4        Form of Common Stock Certificate (incorporated by reference to
                an exhibit to the Registrant's Registration Statement on Form
                8-A, declared effective by the Commission on May 1, 1975,
                including any amendment or report filed for the purpose of
                updating such description).

     4.5        Friedman Industries, Incorporated 2000 Non-Employee Director
                Stock Plan.

     5.1        Opinion of Fulbright & Jaworski L.L.P.

     23.1       Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

     23.2       Consent of Ernst & Young LLP.

     24.1       Powers of Attorney (contained on page II-6 of this Registration
                Statement).
</TABLE>




                                      II-7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>2
<FILENAME>h80718ex4-5.txt
<DESCRIPTION>2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.5


                        FRIEDMAN INDUSTRIES, INCORPORATED

                      2000 NON-EMPLOYEE DIRECTOR STOCK PLAN


SECTION 1.  Purpose.

         The purpose of the Friedman Industries, Incorporated 2000 Non-Employee
Director Stock Plan is to promote the interests of Friedman Industries,
Incorporated and its shareholders by providing it with a mechanism to enable the
Company to attract and retain persons with outstanding qualifications to serve
as directors of the Company and to provide the directors with a financial
interest in the Company through the ownership of stock of the Company.

SECTION 2.  Definitions.

         (A) "Award" shall mean an award of Common Stock pursuant to Section 6
of the Plan.

         (B) "Board" shall mean the Board of Directors of the Company.

         (C) "Committee" shall mean a committee of one or more members of the
Board appointed by the Board.

         (D) "Common Stock" shall mean the Common Stock of the Company, $1.00
par value per share, subject to adjustment pursuant to Section 10 of the Plan.

         (E) "Company" shall mean Friedman Industries, Incorporated, a Texas
corporation.

         (F) "Employee Director" shall mean a member of the Board who is an
employee of the Company.

         (G) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         (H) "Grant Date" shall mean the date on which an Award of Common Stock
is granted to an Outside Director pursuant to Section 6 of the Plan.

         (I) "Outside Director" shall mean a member of the Board who is not an
employee of the Company.

         (J) "Plan" shall mean this Friedman Industries, Incorporated 2000
Non-Employee Director Stock Plan.

         (K) "Securities Act" shall mean the Securities Act of 1933, as amended.



<PAGE>   2
SECTION 3.  Administration.

         The Plan shall be administered by the Committee. The Committee shall
have full power, discretion and authority to interpret and administer the Plan,
except that the Committee shall have no power to determine the eligibility for,
the number of shares of Common Stock to be covered by or the timing of Awards to
be granted pursuant to the Plan. The Committee's interpretations and actions,
except as otherwise determined by the Board, shall be final, conclusive and
binding on all persons for all purposes. The Committee may authorize any one or
more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee.

         No member of the Committee shall be liable for any action taken or
omitted to be taken by him or by any other member of the Committee in connection
with the Plan, except for his own willful misconduct or as expressly provided by
statute.

SECTION 4.  Eligibility.

         The only persons eligible to participate in the Plan shall be Outside
Directors. An Employee Director who retires from employment with the Company
shall become eligible to participate in the Plan and shall be entitled to
receive an award upon re-election as an Outside Director as provided in Section
6 hereof.

SECTION 5.  Stock Subject to the Plan.

         There shall be reserved for Awards under the Plan an aggregate of
11,600 shares of Common Stock. Such shares shall be, in whole or in part,
authorized but unissued shares of Common Stock or previously issued and
outstanding shares that have been reacquired by the Company.

SECTION 6.  Grants of Awards.

         On October 15, 2000 and on each October 15 thereafter, for so long as
this Plan is in effect and shares are available for the grant of Awards
hereunder, there shall be granted automatically hereunder and hereby to each
Outside Director who has served as a director of the Company for at least the 12
immediately preceding calendar months, 400 shares of Common Stock.

SECTION 7.  Mergers and Other Corporate Changes.

         The existence of this Plan shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.




                                      -2-
<PAGE>   3
         If the Company merges or consolidates with another corporation and is
not a surviving corporation, or if the Company is liquidated or sells or
otherwise disposes of substantially all its assets, this Plan automatically
terminates on the effective date of such merger, consolidation, liquidation,
sale or other disposition, as the case may be.

SECTION 8.  Requirements of Law.

         The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to applicable securities laws of any country
or any political subdivision. In the event any shares issued pursuant to the
Plan are not registered, the Company may imprint on the certificate evidencing
such shares any legend that counsel for the Company considers necessary or
advisable to comply with applicable law. The Company shall not be obligated to
take any other affirmative action in order to cause the issuance of shares
pursuant hereto to comply with any law or regulation of any governmental
authority.

SECTION 9.  Withholding Taxes.

         At the time of any Award hereunder, the Outside Director shall pay to
the Company, or the Company may deduct from any other compensation payable to
such Outside Director, the amount of any federal, state or local taxes of any
kind required by law to be withheld by the Company with respect thereto. If any
such amounts must be withheld by the Company and the Outside Director elects to
pay such sums directly, written notice of that election shall be delivered to
the Company prior to the grant of such Award, and payment in cash or by check of
such sums for taxes shall be delivered within ten days after the date on which
any taxes become due.

SECTION 10. Adjustment in the Event of Changes of Common Stock.

         In the event of any change in the outstanding Common Stock of the
Company by reason of any stock split, stock dividend (other than stock dividends
of 5% or less, which shall not trigger an adjustment in the number of shares
constituting an Award), recapitalization or other similar change in
capitalization, the aggregate number and class of Common Stock available for
grant under the Plan, and the number or kind of shares that would be granted
under an Award under Section 6, shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.

SECTION 11.  Amendments and Termination.

         The Board may at any time terminate, modify or amend the Plan in such
respects as it shall deem advisable, subject to any contrary requirement (i) by
law, (ii) by any applicable rules and regulations of, or any agreement with, the
American Stock Exchange, Inc. or any other national securities exchange on which
the Common Stock may then be listed or (iii) in order to make available to any
recipient of an Award the benefits of Rule 16b-3 of the Rules and Regulations
under the Exchange Act or any similar or successor rule.




                                      -3-
<PAGE>   4
SECTION 12.  Miscellaneous Provisions.

         (A) Nothing in the Plan or any grant shall confer upon any Outside
Director the right to be nominated for re-election to the Board.

         (B) An Outside Director's rights and interest under the Plan may not be
assigned or transferred in whole or in part, either directly or by operation of
law or otherwise (except pursuant to a state domestic relations order or, in the
event of an Outside Director's death, by will or the laws of descent and
distribution), including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner, and no such
right or interest of any Outside Director in the Plan shall be subject to any
obligation or liability of such individual.

         (C) No shares shall be granted hereunder unless counsel for the Company
shall be satisfied that such grant will be in compliance with applicable
federal, state or other securities laws.

         (D) The expenses of the Plan shall be borne by the Company.

         (E) By accepting any Award under the Plan, each Outside Director or
beneficiary claiming under or through him or her shall be conclusively deemed to
have indicated his or her acceptance and ratification of, and consent to, any
action taken under the Plan by the Committee or the Board.

         (F) The appropriate officers of the Company shall cause to be filed any
reports, return or other information regarding Awards hereunder or any Common
Stock issued pursuant hereto as may be required by Section 13 or 15(d) of the
Exchange Act, or any other applicable statute, rule or regulation.

SECTION 13.  Effectiveness of the Plan.

         The Plan shall be effective October 15, 2000.

SECTION 14.  Governing Law.

         The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the State of Texas.




                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>h80718ex5-1.txt
<DESCRIPTION>OPINION OF FULBRIGHT & JAWORSKI L.L.P.
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1

                    [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]


October 3, 2000

Friedman Industries, Incorporated
4001 Homestead Road
Houston, Texas 77028

Gentlemen and Ladies:

         We have acted as counsel for Friedman Industries, Incorporated, a Texas
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of 11,600 shares of the Company's common stock, $1.00
par value per share (the "Shares"), to be offered upon the terms and subject to
the conditions set forth in the Company's 2000 Non-Employee Director Stock Plan
(the "Plan").

         We have examined (i) the Articles of Incorporation and By-Laws of the
Company, each as amended to date, (ii) the Plan, (iii) the Registration
Statement and (iv) such certificates, statutes and other instruments and
documents as we considered appropriate for purposes of the opinions hereafter
expressed.

         In connection with this opinion, we have assumed the authenticity and
completeness of all records, certificates and other instruments submitted to us
as originals, the conformity to original documents of all records, certificates
and other instruments submitted to us as copies, the authenticity and
completeness of the originals of those records, certificates and other
instruments submitted to us as copies and the correctness of all statements of
fact contained in all records, certificates and other instruments that we have
examined.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.

         The opinions expressed herein relate solely to, are based upon and are
limited exclusively to the laws of the State of Texas and the federal laws of
the United States of America, to the extent applicable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Item
5. Interest of Named Experts and Counsel" in the Registration Statement.

                                             Very truly yours,

                                             /s/ FULBRIGHT & JAWORSKI L.L.P.

                                             Fulbright & Jaworski L.L.P.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>h80718ex23-2.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.2


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 2000 Non-Employee Director Stock Plan of our report
dated May 26, 2000, with respect to the consolidated financial statements and
schedule of Friedman Industries, Incorporated incorporated by reference in its
Annual Report (Form 10-K) for the year ended March 31, 2000, filed with the
Securities and Exchange Commission.


                                                     /s/ ERNST & YOUNG LLP

                                                     ERNST & YOUNG LLP

Houston, Texas
October 3, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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