Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   X     No       .

The number of shares outstanding of the registrant's common stock as of March 31, 2001 was 5,964,368.

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Financial Statements (unaudited)

Condensed consolidated balance sheets - March 31, 2001 and December 30, 2000

Condensed consolidated statements of income - Three months ended March 31, 2001 and April 1, 2000

Condensed consolidated statements of cash flows - Three months ended March 31, 2001 and April 1, 2000

Notes to condensed consolidated financial statements - March 31, 2001

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they 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. Operating results for the three-month period ended March 31, 2001, are not necessarily indicative of the results that may be expected for the year ending December 29, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the period ended December 30, 2000.

Inventories are stated at the lower of cost (first-in, first-out method) or market.

The Company is from time to time subject to various claims, other possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business. Management believes that based on present information, it is unlikely that liability, if any, exists that would have a materially adverse effect on the consolidated operating results or financial position of the Company.

Comprehensive income was $496,000 and $1,151,000 for the three months ended March 31, 2001 and April 1, 2000, respectively. Comprehensive income consists of net income plus unrealized gains on the Company's equity investments of $9,000 and $77,000, net of deferred income taxes of $5,000 and $41,000 for the three months ended March 31, 2001 and April 1, 2000, respectively, and is recorded in Shareholders' Equity.

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The following is management's discussion of certain significant factors that affected the Company during the quarter ended March 31, 2001. (Dollar amounts are in thousands except for per share data.)

Consolidated sales for the quarter were down, decreasing 22 percent compared to the same period one year ago. Consolidated net income also decreased 55 percent to $486 for the quarter, or $.08 per share, compared to $1,047, or $.17 per share, reported the same period one year ago. On a sequential basis, sales were up one percent and net income per share increased 33 percent to $.08 from last quarter's $.06 per share before special charges.

Sales in the Colors Group were down nine percent from a year earlier and an operating loss of $62 was incurred compared to the modest $40 profit reported in 2000's first quarter. Reduced unit volume demand and lower prices that were evident through the end of last year led to these weaker results. On a sequential basis, the first quarter showed improvement in sales and substantially less operating loss than was reported in the fourth quarter of 2000. During the quarter we saw the first signs that prices may be bottoming after a prolonged decline that began in 1995. We have seen a rare price increase on a dye from China and a major dye supplier is attempting to institute a modest price increase. However, it will take a significant increase in prices and further consolidation of domestic dye suppliers for our Colors Group and the industry overall to return to acceptable profitability.

The Specialty Chemicals Group had a nine percent decline in sales, but operating income was up 100 percent from the comparable quarter last year. The profit improvement came from eliminating the losses incurred last year at the Augusta, Georgia plant. That plant is being closed and a provision to cover the costs of closedown was recorded at last year-end.

Although this product group is currently being impacted by weak conditions in the chemical industry, management believes it is now positioned to reestablish the growth posture evident prior to the problems encountered in recent years

For the Metals Segment, dollar sales declined 31 percent from a year earlier as a result of 37 percent lower unit volumes partially offset by 11 percent higher average selling prices. Demand was negatively impacted by a continuation of the inventory liquidation that began in the second half of last year. End-use demand is also probably weaker than a year ago because of the economic slowdown. The higher sales prices resulted from a more favorable product mix with higher-priced special alloys and piping systems contributing a greater percentage of sales than in the first quarter of 2000. Commodity stainless pipe sales prices were actually only up four percent from a year earlier.

Operating income of $1,100 was about half the amount of last year's first quarter. The decline came from the lower sales together with negative cost variances that resulted from substantially lower production levels. Beginning in the fourth quarter of last year, the Company began an inventory reduction plan that led to production levels of commodity pipe substantially below the level of sales. The low production level necessarily led to negative cost variances as fixed costs were spread over lower unit volumes. At quarter end, the inventory was $7,005 lower than six months earlier, which represents a 35 percent decline.

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Market conditions are very competitive and stainless pipe prices have continued their decline. On a positive note, sequential unit volume sales of pipe were up ten percent over the fourth quarter which, in turn, were up ten percent from the third quarter of 2000 when inventory liquidation was most intense. The inventory reduction will be completed in April and production will be ramped up to equal expected sales. This should reduce the impact of negative cost variances.

At this time, the most promising industrial construction activity seems to be power generation. The bulk of the piping requirements for this activity are carbon pipe as opposed to stainless pipe. However, our piping systems operation does have some potential to get business from the power market. We have been awarded jobs totaling $430 at two separate new power plants for stainless piping systems. We are actively pursuing this market, but have not yet determined if its potential could be significant to us.

For the last two quarters, management in both Segments has been focused on inventory reduction to get the levels to a desirable percentage of sales. Inventories have been reduced by approximately $4,000 in each of these quarters, which has reduced capital utilized, increased cash flow from operations and improved liquidity.

Selling and administrative expense for the quarter declined $721, or 22 percent, compared to the first quarter last year. Incentive bonuses and sales commissions declined in the quarter compared to last year's first quarter. In addition, last year's expense included $215 from the Whiting Metals plant which was closed at the end of the first quarter last year, and a $158 special charge for an unanticipated payment made under a contract related to a pre 1973 employment matter.

Cash flows from operations totaled $5,659 during the first three months of 2001 compared to $962 generated during the same period one year ago. The increase came primarily from a $3,541 reduction in inventories. Increases in income taxes payable of $1,351 and net income before depreciation and amortization of $1,324 also contributed to the increase. The Company expects that available cash and existing lines of credit will be sufficient to meet normal operating requirements, including capital expenditures over the near term.

The statements contained in this management discussion and analysis that are not historical facts may be forward looking statements. The forward looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions, the impact of competitive products and pricing, product demand and acceptance risks, raw material and other increased costs, customer delays or difficulties in the production of products, and other risks detailed from time to time in Synalloy's Securities and Exchange Commission filings. Synalloy Corporation assumes no obligation to update the information included herein.

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Item 1. Legal Proceedings

None

Item 2. Change In Securities

None

None

None

None

(a) Exhibits

The Company did not file any reports on Form 8-K during the three months ended March 31, 2001

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Pursuant to the requirements of Section 13 or 15(d) 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.

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Exhibit Index

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