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

(864) 585-3605
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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       .

Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act. Yes____ No _x_

The number of shares outstanding of the registrant's common stock as of August 14, 2003 was 5,989,304.

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BASIS OF PRESENTATION: 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 six-month period ended June 28, 2003, are not necessarily indicative of the results that may be expected for the year ending January 3, 2004. 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 28, 2002.

CHANGE IN ACCOUNTING PRINCIPLE: In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets ("Statements") effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company applied the new standards on accounting for goodwill and other intangible assets during the second quarter of 2002, which resulted in a one-time charge of $235,000, or $.04 per share, representing the cumulative effect of a change in accounting principle, recorded as a restatement in the first quarter and included in the year-to-date numbers.

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

The Company accounts for its stock-based compensation plans under the recognition and measurement principles of Accounting Standards Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Statement of Financial Accounting Standards No. 123 requires the Company to disclose pro forma net income and income per share data as if a fair value based accounting method had been used in the computation of compensation expense. Under APB No. 25, because the exercise price of the Company's employee stock options at least equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized. For purposes of the following pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period:

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Impairment assessments were performed in the second quarter of 2002 on the plant and equipment located at Spartanburg, S.C. and goodwill. The assessments resulted in the recording at the end of the second quarter of 2002 of a $2,267,000 impairment loss on the plant and equipment, $1,786,000 related to the Colors Group and $481,000 to the Specialty Chemicals Group. The assessments also resulted in the write-off of $362,000 of goodwill, $201,000 in the Metals Segment and $161,000 in the Colors Group, which was recorded as a restatement in the first quarter of 2002 reflecting the cumulative effect of a change in accounting principle. An inventory charge of $2,471,000 was also recorded in the second quarter of 2002, $1,800,000 for the Colors Group and $671,000 for the Metals Segment. Finally, a $97,000 environmental charge was accrued in the second quarter of 2002 for the Colors Group. A complete explanation of these charges is included in the Company's 2002 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

In January 2003, the FASB released Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 requires that all primary beneficiaries of Variable Interest Entities (VIE) consolidate that entity. FIN 46 is effective immediately for VIEs created or acquired after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a VIE it acquired before February 1, 2003. The Company has determined that it has not created or modified any relationships or contracts since February 1, 2003 that could result in potential VIEs. The Company is in the process of identifying any relationships that existed prior to February 1, 2003 that could potentially be classified as a VIE. The impact on the Company's financial statements is not known at this time.

June 28, 2003

On July 22, 2003, the Company signed an Asset Purchase Agreement with Rite Industries, Inc. ("Rite")(the "Purchase Agreement"). Under the Purchase Agreement, the Company agreed to purchase certain assets of Rite which Rite used in its business of the manufacture and sale of dyestuff and related chemicals in High Point, North Carolina and in Clifton, New Jersey. The Purchase Agreement covered substantially all of the operating assets of Rite.

The transactions under the Purchase Agreement were structured as follows: (i) the Company purchased certain "Surplus Assets", including surplus and idle production and laboratory equipment (as listed in the Purchase Agreement), from Rite for $35,000 on the signing of the Purchase Agreement; (ii) at "Closing" on July 25, 2003, the Company purchased certain remaining production and laboratory equipment from Rite for $165,000; and (iii) the Company agreed to purchase after Closing, for use or resale, Rite's salable inventory as The Company has need of it (this is in essence a supply agreement for inventory).

Closing of the above transactions was contingent on a number of factors including the following: consent to the transaction by the Company's primary lender; and Rite, with Rite's consent, being placed in receivership under North Carolina law by its primary lender. Rite was placed in receivership on July 23, 2003.

On July 24, 2003, the Company completed the organization of Blackman Uhler, LLC ("BU") as a Delaware limited liability company. The Company contributed all of the Company's assets, except real estate, used in the Company's dyestuff business, which is part of the Colors Segment, to BU in exchange for an 80% ownership interest in BU, a capital account of $800,000 and a note payable to the Company in an amount equal to the book value of the assets contributed reduced by $800,000. Northern Dye Equities, LLC (Delaware), whose members are comprised of a former principal and former employees of Rite, contributed $200,000 to acquire the other 20% ownership interest in BU. BU entered into a lease agreement, a trademark license agreement and a services agreement with the Company for space in the Company's Spartanburg plant and management and other services for a fee. The Company currently intends in the near future to transfer to another former principal of Rite a 5% interest in BU, thereby reducing the Company's interest to 75%.

On July 25, 2003, the Company assigned its rights under the Purchase Agreement to BU and BU and Rite closed the transactions contemplated under the Purchase Agreement upon transfer of Rite's assets to BU by the receiver. BU is expected to continue to use the assets purchased from Rite for substantially the purposes for which Rite used them.

As an ancillary part of the foregoing transactions, on July 24, 2003, the Company refinanced its loans with Wells Fargo Foothill, its primary lender, extending the maturity date to July 26, 2006, increasing its available borrowing capacity from $19,000,000 to $23,000,000 and adding BU as a borrower under the loan agreements. There were no material changes to the other terms and conditions of the agreement. The Company funded the foregoing transactions under this borrowing.

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The following is management's discussion of certain significant factors that affected the Company during the quarter ended June 28, 2003.

Consolidated sales for the quarter and year to date were up, increasing ten and five percent compared to the same periods one year ago, respectively. The Company achieved consolidated net income of $185,000 for the quarter, or $.03 per share, and a net loss of $153,000, or $.03 per share, year to date, compared to a net loss of $3,744,000, or $.63 per share, and a net loss of $4,902,000, or $.82 per share, reported the same periods one year ago.

Sales in the Colors Segment declined 23 percent and thirteen percent for the quarter and year to date, respectively, from the same periods last year because of reduced unit volume demand and lower sales prices for dyes and pigments. Although the Segment incurred an operating loss for the quarter, the loss was a 60 percent improvement over the operating loss incurred in 2002 before the write-downs recorded at the end of the second quarter of last year, as discussed below. The significant reduction in operating loss came from cost reductions implemented in the third quarter of last year. However, the level of unit volumes and lower sales prices prohibited the Segment from operating profitably during the quarter and first six months of 2003. The Segment was able to generate $266,000 and $488,000 of operating cash flows for the quarter and year to date, respectively.

Specialty Chemicals Segment sales were up eleven percent for the second quarter and nine percent for the first six months, respectively, from the prior year. Operating income was up 88 percent for the quarter compared to 2002, and for the first six months increased more than 400 percent from the same period last year before the write-down as discussed below. The Spartanburg location experienced a significant increase in sales for May and June from the timing of several contract campaigns which accounted for the increases in sales and profitability. These campaigns will expire during July, however, there continues to be sufficient demand within this Segment's business for us to believe this Segment should continue to operate profitably for the third quarter, but there can be no assurance that this will occur.

Dollar sales in the Metals Segment increased 26 percent for the quarter and eleven percent for the year from the same periods a year earlier as a result of 27 percent and 25 percent higher average selling prices partially offset by one percent and eleven percent lower unit volumes for the quarter and year to date, respectively. The increase in selling prices resulted primarily from a change in product mix to a higher percentage of higher margin large diameter pipe and piping systems which led to the significant improvement in operating income. Cost reductions implemented in the third quarter of last year also contributed to the profit improvement. Commodity pipe more than accounted for all of the operating income earned in the first six months of 2003. Increased activity for piping systems allowed it to operate profitably for the second quarter of 2003, but not enough to offset the loss incurred in the first quarter. Surcharges paid on stainless steel raw materials more than doubled during the first six months compared to the same period last year. However, the Segment was able to pass through most of these cost increases which also accounted for part of the increase in selling prices.

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Market conditions continue to be very competitive and sales activity for commodity pipe continues to be sporadic, consistent with current conditions in the construction industry. Despite these conditions, piping systems' backlog increased 33 percent to $6,400,000 from the previous quarter ending amount of $4,800,000, which gives piping systems the opportunity to maintain profitability for the balance of the year, subject to customer's changes in scheduling requirements for our material. While we are encouraged by the second quarter results, current economic conditions, especially in the construction sector, add an element of uncertainty to the performance of this Segment for the balance of 2003.

Consolidated selling and administrative expense for the quarter decreased $240,000, or nine percent, and for the year decreased $632,000, or eleven percent, compared to the same periods last year, respectively. Cost reductions implemented in the third quarter of 2002 accounted for the majority of the decrease.

Impairment assessments were performed in the second quarter of 2002 on the plant and equipment located at Spartanburg, S.C. and goodwill. The assessments resulted in the recording at the end of the second quarter of 2002 of a $2,267,000 impairment loss on the plant and equipment, $1,786,000 related to the Colors Group and $481,000 to the Specialty Chemicals Group. The assessments also resulted in the write-off of $362,000 of goodwill, $201,000 in the Metals Segment and $161,000 in the Colors Group, which was recorded as a restatement in the first quarter of 2002 reflecting the cumulative effect of a change in accounting principle. An inventory charge of $2,471,000 was also recorded in the second quarter of 2002, $1,800,000 for the Colors Group and $671,000 for the Metals Segment. Finally, a $97,000 environmental charge was accrued in the second quarter of 2002 for the Colors Group. A complete explanation of these charges is included in the Company's 2002 Annual Report on Form 10-K filed with the Securities and Exchange Commision.

Cash flows provided by operations for the first six months of 2003 totaled $668,000 compared to cash flows provided by operations of $2,932,000 for the first six months of 2002. The significant decline came primarily from a $1,920,000 increase in 2003 of accounts receivable resulting from the increase in sales during the second quarter of 2003 and a $3,969,000 planned reduction in inventories occurring in the first six months of 2002 compared to a modest $275,000 increase in inventories in 2003 resulting primarily from higher stainless steel material costs, offset by a $2,600,000 Federal income tax refund received by applying the 2002 loss against prior years' taxable income. As discussed in Note 5 of the Notes to Condensed Financial Statements above, on July 24, 2003, the Company refinanced its debt with its bank extending the maturity date to July 26, 2006, with no significant changes made to the terms and conditions other than those outlined in Note 5. Borrowings under the line of credit are limited to a borrowing base calculation including eligible accounts receivable, inventories, and cash surrender value of the Company's life insurance as defined in the agreement related to the line of credit. As of June 28, 2003, the amount available for borrowing was $18,000,000 of which $12,800,000 was borrowed leaving $5,200,000 of availability. Covenants include, among others, restrictions on the payment of dividends. 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.

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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, among others, 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.

(a)  Based on their evaluation of the issuer's disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-14(c) and 240.15d-14(c)) as of a date within 90 days prior to the filing of this quarterly report, the issuer's chief executive officer and chief financial officer concluded that the effectiveness of such controls and procedures was adequate.

(b)  There were no significant changes in the issuer's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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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.

	SYNALLOY CORPORATION
		(Registrant)
Date:  August 14, 2003	By:	/s/ Ralph Matera
		Ralph Matera
		President and Chief Executive Officer
Date:  August 14, 2003	By:	/s/ Gregory M. Bowie
		Gregory M. Bowie
		Vice President Finance and Chief Financial Officer

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