Form S-8 FRIEDMAN INDUSTRIES INC

Form S-8 FRIEDMAN INDUSTRIES INC

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December 21, 2016 3:47 PM EST

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As filed with the Securities and Exchange Commission on December 21, 2016

Registration No. 333-

UNITED STATES

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)

Texas

74-1504405

(State or other jurisdiction of

incorporation or organization)

(I.R.S Employer

Identification No.)


19747 Hwy 59 N, Suite 200 Humble, Texas		77338
(Address of Principal Executive Offices)		(Zip Code)

Friedman Industries, Incorporated 2016 Restricted Stock Plan

(Full title of the plan)

Alex LaRue

Vice President — Secretary and Treasurer

19747 Hwy 59 N, Suite 200

Humble, Texas 77338

Telephone: (713) 672-9433

Copies to:

Natasha S. Khan

Norton Rose Fulbright US LLP

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Telephone: (713) 651-7721

Facsimile: (713) 651-5246

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, $1.00 par value per share	500,000 shares	$5.96	$2,980,000	$345.38

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers an additional indeterminable number of shares of common stock of Friedman Industries, Incorporated (the “Common Stock”) as may be necessary to adjust the number of shares of Common Stock being offered or issued pursuant to the plan as a result of stock splits, stock dividends or similar transactions.


(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon the average of the high and low prices of the shares of Common Stock on December 16, 2016, as reported on the NYSE MKT.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified by Part I of Form S-8 have been or will be delivered to participants in the Friedman Industries, Incorporated 2016 Restricted Stock Plan, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424(b) under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.

Incorporation of Documents by Reference.

The rules of the Commission allow us to incorporate by reference information into this Registration Statement. The information incorporated by reference is considered to be a part of this Registration Statement. Friedman Industries, Incorporated (“Friedman,” the “Company,” or the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents and information previously filed with the Commission:

(i) The Company’s Annual Report on Form 10-K for our fiscal year ended March 31, 2016, filed with the Commission on June 29, 2016.

(ii) The Company’s Quarterly Reports on Form 10-Q for our fiscal quarters ended June 30, 2016 and September 30, 2016, filed with the Commission on August 15, 2016 and November 14, 2016, respectively.

(iii) The Company’s Current Reports on Form 8-K filed with the Commission on April 1, 2016, September 7, 2016 and December 7, 2016.

(iv) The description of the Company’s Common Stock, $1.00 par value, contained in the Company’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.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.

Description of Securities.

Not applicable.

ITEM 5.

Interest of Named Experts and Counsel.

Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by Norton Rose Fulbright US LLP. Charles Hall is Of Counsel to the firm of Norton Rose Fulbright US LLP and is a director and the Assistant Secretary of the Company. Mr. Hall beneficially owns 12,001 shares of Common Stock.

ITEM 6.

Indemnification of Directors and Officers.

Section 8.101 of the Texas Business Organizations Code (“TBOC”) provides that a corporation may indemnify any director or officer who was, is or is threatened to be named as a defendant or respondent in a proceeding because the person is or was a director or officer, provided that the director or officer (i) acted in good faith, (ii) reasonably believed (a) in the case of conduct in the person’s official capacity, that the person’s conduct was in the corporation’s best interests or (b) in all other cases, that the person’s conduct was at least not opposed to the corporation’s best interests and (iii) in the case of any criminal proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Subject to certain exceptions, a director or officer may not be indemnified if such person is found liable to the corporation or if such person is found liable on the basis that the person improperly received a personal benefit. Under Texas law, reasonable expenses incurred by a director or officer may be paid or reimbursed by the corporation in advance of a final disposition of the proceeding after the corporation receives a written affirmation by the director or officer of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification and a written undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that the director or officer is not entitled to indemnification by the corporation. Texas law requires a corporation to indemnify an officer or director against reasonable expenses incurred in connection with a proceeding in which the person is named a defendant or respondent because the person is or was a director or officer if the person is wholly successful in the defense of the proceeding.

Texas law also permits a corporation to purchase and maintain insurance or another arrangement on behalf of any person who is or was a director or officer against any liability asserted against the person and incurred by the person in such a capacity or arising out of person’s status in that capacity, whether or not the corporation would have the power to indemnify the person against that liability under Section 8.101 of the TBOC. 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 Company’s Amended and Restated Bylaws and its Articles of Incorporation, as amended, both provide for indemnification of the Company’s present and former directors and officers to the fullest extent provided by Texas law. The Company’s Bylaws further provide for indemnification 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 above discussion is not intended to be exhaustive and is qualified in its entirety by reference to the TBOC, the Company’s Articles of Incorporation, as amended, and the Company’s Amended and Restated Bylaws. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.

ITEM 7.

Exemption from Registration Claimed.

Not Applicable.

ITEM 8.

Exhibits.


Exhibit No.		Exhibit Description

3.1*		Articles of Incorporation of the Company, as amended.

3.2*		Amended and Restated Bylaws of the Company.

4.1		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).

4.2*		Friedman Industries, Incorporated 2016 Restricted Stock Plan.

4.3*		Form of Friedman Industries, Incorporated Restricted Stock Award Agreement.

5.1*		Opinion of Norton Rose Fulbright US LLP.

23.1*		Consent of Hein & Associates LLP.

23.2*	Consent of Norton Rose Fulbright US LLP (contained in Exhibit 5.1).

24.1*	Power of Attorney (included as part of signature page to this Registration Statement).

*	Filed herewith.

ITEM 9.

Undertakings.

(a) 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;

(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 thereof) 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 value 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the 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, each such post-effective amendment 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.

(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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 December 2, 2016.


FREIDMAN INDUSTRIES, INCORPORATED

By:		/s/ WILLIAM E. CROW
		William E. Crow
		Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of Friedman Industries, Incorporated, whose signature appears below, hereby severally constitute and appoint William E. Crow, Robert Sparkman and Alex LaRue, and each of them singly (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ WILLIAM E. CROW	Chief Executive Officer and Director	December 2, 2016
William E. Crow	(Principal Executive Officer)

/S/ ALEX LARUE	Vice President — Secretary and Treasurer	December 2, 2016
Alex LaRue	(Principal Financial Officer)

/S/ DURGA D. AGRAWAL	Director	December 2, 2016
Durga D. Agrawal

/S/ CHARLES W. HALL	Director	December 2, 2016
Charles W. Hall

/S/ ALAN M. RAUCH	Director	December 2, 2016
Alan M. Rauch

/S/ MAX REICHENTHAL	Director	December 2, 2016
Max Reichenthal

/S/ JOEL SPIRA	Director	December 2, 2016
Joel Spira

/S/ JOE L. WILLIAMS	Director	December 2, 2016
Joe L. Williams

/S/ MICHAEL J. TAYLOR	Director	December 2, 2016
Michael J. Taylor

EXHIBIT INDEX


Exhibit No.		Exhibit Description

3.1*		Articles of Incorporation of the Company, as amended.

3.2*		Amended and Restated Bylaws of the Company.

4.1		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).

4.2*		Friedman Industries, Incorporated 2016 Restricted Stock Plan.

4.3*		Form of Friedman Industries, Incorporated Restricted Stock Award Agreement.

5.1*		Opinion of Norton Rose Fulbright US LLP.

23.1*		Consent of Hein & Associates LLP.

23.2*		Consent of Norton Rose Fulbright US LLP (contained in Exhibit 5.1).

24.1*		Power of Attorney (included as part of signature page to this Registration Statement).

*	Filed herewith.

Exhibit 3.1

ARTICLES OF CONSOLIDATION OF

FRIEDMAN PIPE AND STEEL COMPANY OF FORT WORTH, INC.

FRIEDMAN PIPE AND STEEL COMPANY OF HOUSTON, INC.

AND

FRIEDMAN REALTY, INC.

Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Consolidation for the purpose of consolidating them into a new corporation:

1. The following plan of consolidation, attached hereto as "Exhibit A" was approved by the Shareholders of each of the undersigned corporations in the manner prescribed by the Texas Business Corporation Act:

2. As to each of the undersigned corporations, the number of shares outstanding and entitled to vote are as follows:

Name of corporation	Number of Shares Outstanding		Number of Shares Entitled to Vote

Friedman Pipe and Steel Company of Fort Worth, Inc.		2,214		2,214

Friedman Pipe and Steel Company of Houston, Inc.		1,740		1,740

Friedman Realty, Inc.		1,875		1,875

Name of corporation	Total Number of Shares Voted for Consolidation		Total Number of Shares Voted Against Consolidation

Friedman Pipe and Steel Company of Fort Worth, Inc.		2,214		-0-

Friedman Pipe and Steel Company of Houston, Inc.		1,740		-0-

Friedman Realty, Inc.		1,875		-0-

	FRIEDMAN PIPE & STEEL COMPANY OF FORT WORTH, INC.

	By:	/s/ Ira Katzman
		Its President and

		/s/ Harold Friedman
Dated March 17th, 1965		Its Secretary

	FRIEDMAN PIPE & STEEL COMPANY OF HOUSTON, INC.

	By:	/s/ Harold Friedman
		Its President

	and

		/s/ Jack Friedman
		Its Secretary


	FRIEDMAN REALTY, INC.

	By	/s/ Jack Friedman
		Its President

	and

		/s/ Harold Friedman
		Its Secretary

THE STATE OF TEXAS	)
	)
COUNTY OF TARRANT	)

I, the undersigned, a Notary Public, do hereby certify that on this the 25th day of March, 1965, personally appeared IRA KATZMAN, who, being by me first duly sworn, said that he is the President of FRIEDMAN PIPE & STEEL COMPANY OF FORT WORTH, INC., that he signed the foegoing document as President of the corporation, and that the statements therein contained are true.

	/s/ Notary Public
	Notary Public, Tarrant County, Texas

THE STATE OF TEXAS	)
	)
COUNTY OF TARRANT	)

I, the undersigned, a Notary Public, do hereby certify that on this the 25th day of March, 1965, personally appeared Jack Friedman, who, being by me first duly sworn, said that he is the Secretary of FRIEDMAN PIPE AND STEEL COMPANY OF HOUSTON, INC., that he signed the foregoing document as Secretary of the corporation, and that the statements therein contained are true.

-2-

	/s/ Notary Public
	Notary Public, Tarrant County, Texas

THE STATE OF TEXAS	)
	)
COUNTY OF TARRANT	)

I, the undersigned, a Notary Public, do hereby certify that on this the 25th day of March, 1965, personally appeared JACK FRIEDMAN, who, being by me first duly sworn, said that he is the President of FRIEDMAN REALTY, INC., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

	/s/ Notary Public
	Notary Public, Tarrant County, Texas

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“EXHIBIT A”

AGREEMENT AND PLAN OF CONSOLIDATION

This Agreement and Plan of Consolidation, dated the 27th day of January, 1965, between FRIEDMAN PIPE & STEEL COMPANY OF FORT WORTH, INC., (hereinafter referred to as FORT WORTH) and a majority of directors thereof duly acting as the Board of Directors thereof, FRIEDMAN PIPE & STEEL COMPANY OF HOUSTON, INC., (hereinafter referred to as HOUSTON) and a majority of directors thereof duly acting as the Board of Directors thereof, and FRIEDMAN REALTY, INC., (hereinafter referred to as REALTY) and a majority of directors thereof duly acting as the Board of Directors thereof; said corporations being herein collectively referred to as the "Constituent Corporations".

W I T N E S S E T H:

WHEREAS, FORT WORTH is a corporation duly organized and existing under the laws of the state of Texas, having as of the date of this agreement authority to issue 2,400 shares of common stock only of the par value of $100.00 per share, 2,214 shares of which common stock are issued and outstanding as of the effective date of this agreement; and

WHEREAS, HOUSTON is a corporation duly organized and existing under the laws of the State of Texas, having as of the date of this agreement authority to issue 2,400 shares of common stock only of the par value of $100.00 per share, 1,740 shares of which common stock are issued and outstanding as of the effective date of this agreement; and

WHEREAS, REALTY is a corporation duly organized and existing under the laws of the State of Texas, having as of the date of this agreement authority to issue 2,000 shares of common stock only of the par value of $100.00 per share, 1,875 shares of which common stock are issued and outstanding as of the effective date of this agreement; and

WHEREAS, the respective Boards of Directors of said corporations deem it advisable in order to centralize and mechanize accounting systems and improve credit ratings of the Constituent Corporations and generally to the advantage and welfare of said corporations and their respective stockholders that the Constituent Corporations be consolidated into a single consolidated corporation under and pursuant to the provisions of the Texas Business Corporation Act of the State of Texas;

NOW, THEREFORE, in consideration of the premises and mutual agreements, covenants, grants, and provisions herein contained, the parties hereto hereby agree, pursuant to the provisions of the aforesaid Texas Business Corporation Act, that FORT WORTH, HOUSTON, and REALTY shall be and are hereby consolidated into a single consolidated corporation which shall be governed by the laws of the State of Texas; the time at which consolidation becomes effective being hereafter referred to as "the effective date of the consolidation" and such consolidated corporation being hereinafter referred to as the NEW CORPORATION; and that the terms and conditions of the consolidation hereby agreed upon and the mode of carrying the same into effect are as follows:

ARTICLE ONE

FORT WORTH, HOUSTON, and REALTY shall consolidate into the NEW CORPORATION pursuant to the Texas Business Corporation Act of the state of Texas. The name of the NEW CORPORATION is and shall be FRIEDMAN PIPE & STEEL CO. (hereinafter referred to as FRIEDMAN).

ARTICLE TWO

The date upon which this consolidation shall become effective, if at all, shall be upon the completion of the issuance of certificates of consolidation by the Secretary of State of the State of Texas as envisaged by Article 5.05 of the Texas Business Corporation Act, which date is sometimes referred to herein as "the effective date of this consolidation".

-2-

ARTICLE THREE

The separate existence of FORT WORTH, HOUSTON, and REALTY, except insofar as it may be continued by statute, shall cease upon the effective date of this consolidation, and thereupon FORT WORTH, HOUSTON, and REALTY shall become and be a single corporation, to-wit, FRIEDMAN.

ARTICLE FOUR

The statements set forth in the articles of consolidation, incorporating therein this plan of consolidation, and which are required or permitted to be set forth in the Articles of Incorporation of corporations organized under this act shall be deemed to be Articles of Incorporation of the new corporation.

ARTICLE FIVE

The manner and the basis of converting the shares of capital stock of FORT WORTH, HOUSTON, and REALTY into shares of capital stock of the NEW CORPORATION shall be as follows:

(a) On the effective date of this consolidation, each full share of common stock of FORT WORTH then issued and outstanding, and all rights in respect thereof, shall be deemed converted into 1.39 shares of common stock of the NEW CORPORATION; each full share of common stock of HOUSTON then issued and outstanding, and all rights in respect thereof, shall be deemed converted into 2.10 shares of common stock of the NEW CORPORATION; each full share of common stock of REALTY then issued and outstanding, and all rights in respect thereof, shall be deemed converted into 1.37 shares of common stock of the NEW CORPORATION; and thereafter each holder of shares of common stock of FORT WORTH, HOUSTON, and REALTY, upon surrender to the NEW CORPORATION, or its duly authorized agent, for cancellation of all certificates which prior to the effective date of this consolidation represented such shares, shall be entitled to receive one or more certificates representing the number of full shares of common stock of the NEW CORPORATION to which such holder is entitled. In other words, the exchange ratio shall be based on $100.00 par value common stock of the NEW CORPORATION issued for each $100.00 net worth of assets received from FORT WORTH, HOUSTON, and REALTY. Fractional shares of common stock of the NEW CORPORATION shall be issued, if required.

-3-

(b) The stockholders of the NEW CORPORATION will own the same percentage of common stock and value in the NEW CORPORATION as each such stockholder previously owned in FORT WORTH, HOUSTON, and REALTY.

ARTICLE SIX

Prior to the hereinabove transfers, any undistributed earnings of HOUSTON or FORT WORTH from its respective date of election as a small business corporation to the date of the transfers, the effective date of this consolidation, will be distributed to the stockholders of said corporations. Moreover, prior to the hereinabove transfers, any retained earnings of REALTY will be distributed to the stockholders prior to the effective date of this consolidation. Furthermore, after the hereinabove transfers, NEW CORPORATION will elect to be taxed as a small business corporation under Section 1372 of the Internal Revenue Code.

-4-

ARTICLE SEVEN

On the effective date of this consolidation, the NEW CORPORATION shall, without other transfer, succeed to and possess all the rights, privileges, immunities, powers and franchises, as well of a public as of a private nature, and be subject to all of the restrictions, disabilities and duties of FORT WORTH, HOUSTON, and REALTY and all and singular the rights, privileges, powers and franchises of FORT WORTH, HOUSTON, and REALTY and all property, real, personal and/or mixed, and all debts due to FORT WORTH, HOUSTON, and REALTY on whatever account, as well for stock subscriptions as all other things in action or belonging to FORT WORTH, HOUSTON, and REALTY shall be vested in the NEW CORPORATION; and all property, rights, privileges, immunities, powers and franchises, and all and every other interest of FORT WORTH, HOUSTON, and REALTY shall be thereafter as effectually the property of the NEW CORPORATION as they were of FORT WORTH, HOUSTON, and REALTY, on the effective date of said consolidation, and the title to any real estate, vested or otherwise, under the laws of the State of Texas or of any of the other States of the United States or of the United States of America, in FORT WORTH, HOUSTON, and REALTY shall not revert or be in any way impaired by reason of said consolidation; provided, however, that all rights of employees and creditors of FORT WORTH, HOUSTON, and REALTY and all liens upon any property of FORT WORTH, HOUSTON, and REALTY shall be preserved unimpaired, but limited in lien to the property affected by such lien at the time of the effective date of this consolidation; and all debts, liabilities, and duties of FORT WORTH, HOUSTON, and REALTY shall thenceforth attach to the NEW CORPORATION and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. FORT WORTH, HOUSTON, and REALTY hereby agree that from time to time, as and when requested by the NEW CORPORATION or by its successors or assigns, they will execute and deliver, or cause to be executed and delivered, all such deeds and other instruments and will take, or cause to be taken, such further or other action as the NEW CORPORATION may deem necessary or desirable in order to vest or perfect in or confirm of record or otherwise to the NEW CORPORATION title to and possession of all said property, rights, privileges, powers and franchises and in all respects effectively carry out and effectuate the purposes of this agreement. FRIEDMAN hereby agrees that the certain profit sharing and pension plan which FORT WORTH and HOUSTON now have in effect shall continue unaffected and unimpaired by the consolidation, and full credit will be given to the employees of FORT WORTH and HOUSTON for periods of service with FORT WORTH and HOUSTON respectively.

-5-

ARTICLE EIGHT

The period of NEW CORPORATION'S duration is perpetual.

ARTICLE NINE

The purposes for which the NEW CORPORATION is organized are:

1. To manufacture, assemble, buy, sell, exchange, distribute, acquire, own, hold, demonstrate, install, maintain, operate, repair, lease, license, mortgage, pledge, import, export and in any manner deal in and deal with, as principal, agent, or otherwise, articles, devices, trade names, trade marks, concessions, inventions, formulae, improvements, processes of any nature whatsoever, copy-rights, and Letters Patent of the United States and of foreign countries, machinery, appliances, equipment, and goods, wares and merchandise of every kind, nature and character, both tangible and intangible, together with raw materials, parts, supplies and other articles or things necessary, useful or desirable.

2. To acquire by purchase, lease or otherwise, erect, maintain, undertake, carry on, own, hold, mortgage, sell, convey, exchange, improve, develop and in any other manner deal in and deal with manufacturing plants, factories, buildings, stores, whosesale, jobbing, distributing and retailing establishments, warehouses and workshops, businesses, good will, rights, assets and liabilities of any person, firm, association or corporation (excepting only, however, those businesses prohibited under Article 2.01 of the Texas Business Corporation Act), together with tools, trucks, machinery, equipment and any and all other equipment, services, supplies and property necessary or desirable for the conduct of the same.

3. To act as manufacturer's representative, business representative, agent, sales agent, service agent, equipment and pro-curement engineers, importers, exporters, shippers, converters, expediters, contractors, representatives or in any other capacity (excepting, however, as Trustee or other fiduciary capacity) for and on behalf of or in the interest of any manufacturer, manufacturer's agent or agency, buyer, seller or dealer in articles of merchandise, supplies, equipment, appliances, machinery, commodities, finished or unfinished products, building materials, mill supplies, commercial supplies, food and clothing, hardware, mechanical and electrical devices, articles of import or export and things incidental thereto, and any and all other kinds of property, tangible or intangible.

-6-

4. To purchase, receive, lease or otherwise acquire, own, hold, improve, use or otherwise deal in and with real property, or any interest therein, wherever situated, as are necessary to enable the corporation to do business as provided by Article 1302-4.01, Part Four of the Texas Miscellaneous Corporation Laws Act.

5. To construct or purchase or purchase and maintain a public warehouse for the storage of products, excluding, however, agricultural commodities, poultry, dairy products, grain, cotton, wheat, rye, oats, rice or any other perishable or semi-perishable produce.

6. To do and perform any and all acts and things authorized by Article 2.01 of the Texas Business Corporation Act, or which may be authorized in the future by any amendments thereto, excepting only, however, those businesses prohibited under Article 2.01 of the Texas Business Corporation Act or subject to the provisions of Part Four of the Miscellaneous Corporation Laws Act, especially Articles 4.01 and 4.05.

ARTICLE TEN

The aggregate number of shares which the NEW CORPORATION shall have the authority to issue is 30,000 shares of the par value of One Hundred Dollars ($100.00) each.

ARTICLE ELEVEN

The NEW CORPORATION will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done, or property actually received which sum is not less than One Thousand Dollars ($1,000.00).

ARTICLE TWELVE

The shareholders of the NEW CORPORATION hereby delegate to the Board of Directors power to adopt, alter, amend, or repeal the bylaws of the corporation; such power shall be deemed to be vested exclusively in the Board of Directors and shall not be exercised by the shareholders.

ARTICLE THIRTEEN

The post office address of the NEW CORPORATION's initial registered office is 4001 Homestead Road, Houston, Harris County, Texas, and the name of its initial registered agent at such address is Harold Friedman.

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ARTICLE FOURTEEN

The number of directors constituting the initial Board of Directors is four (4) and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Jack Friedman	1200 N. E. 28th Street	Fort Worth, Texas

Harold Friedman	4001 Homestead Road	Houston, Texas

Edward Gerstenfield	4001 Homestead Road	Houston, Texas

Henry Spira	4001 Homestead Road	Houston, Texas

ARTICLE FIFTEEN

Prior to the effective date of the consolidation none of the constituent corporations will engage in any activity or transaction other than in the ordinary course of business without first obtaining the approval of the others, nor will any of them issue any rights to subscribe to, or convert any obligation into, any shares of its capital stock or issue or sell any shares of its capital stock otherwise than upon exercise of the right of performance of an obligation of purchase or conversion outstanding on the date of this agreement. The constituent corporations will not declare or pay any dividend or make any other distribution of assets to its shareholders except as provided for herein.

ARTICLE SIXTEEN

Anything herein or elsewhere to the contrary notwithstanding, it is expressly recognized and agreed that the plan of consolidation herein contained may be terminated and abandoned before the effective date of such consolidation,

(a) By the Board of Directors of any of the constituent corporations if any material covenant, representation, or warranty contained herein upon which such corporation is entitled to rely shall have been breached;

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(b) By mutual consent of the Boards of Directors of the constituent corporations;

(c) By the Board of Directors of any of the constituent corporations if any material litigation shall be pending or threatened against any of the constituent corporations, or any of the respective assets, or the consolidation, which, in the judgment of such Board, renders it inadvisable to proceed with the consolidation;

(d) By the Board of Directors of any of the constituent corporations if any of the properties of the other of the constituent corporations shall have been damaged by fire or other casualty, whether or not insured, which, in the judgment of such Board materially and adversely affects the assets or the conduct of the businesses of such corporation to such an extent as to make it inadvisable to proceed with the consolidation;

(e) By the Board of Directors of any of the constituent corporations in the event the consolidation shall be deemed by it to be impractical by reason of the reasonably probable exercise of rights of appraisal and payment for shares the holders of shares of stock of the constituent corporations possessed perforce the provisions of Article 5.11 of the Texas Business Corporation Act. In the event of termination and abandonment of this agreement and plan of consolidation by the Board of Directors of any of the constituent corporations as herein provided for, notice shall promptly be given to the other, and thereupon this agreement and plan of consolidation shall become wholly void and of no effect, and there shall thereafter be no liability on the part of either of the constituent corporations or the respective Board of Directors or shareholders by reason thereof.

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ARTICLE SEVENTEEN

That if the shareholders of each of the constituent corporations approve this agreement and plan of consolidation in conformity with the procedure specified in Article 6.03 of the Texas Business Corporation Act, all expenses thereafter incurred in carrying this agreement into effect shall be paid by the NEW CORPORATION. All expenses prior to such approval, if any, shall be paid by the corporation incurring the same, and it is expressly agreed that each corporation will pay and discharge, as incurred, all its own counsel fees, postage, and all other expenses incidental to complying with the provisions of Article 5.03 of the Texas Business Corporation Act, and any and all other expenses incidental to submission to this agreement and plan to the respective shareholders of the constituent corporations.

ARTICLE EIGHTEEN

This agreement shall be submitted to the shareholders of FORT WORTH, HOUSTON, and REALTY, respectively, at meetings called to be held on or before February 20, 1965, or such later date as may be approved by the respective Board of Directors of FORT WORTH, HOUSTON, and REALTY.

ARTICLE NINETEEN

For the convenience of the parties and to facilitate the filing or recording of this agreement and plan any number of counterparts thereof may be executed, and each such executed counterpart shall be deemed to be an original instrument.

IN TESTIMONY WHEREOF, this agreement has been signed by the majority of the directors of each of the constituent corporations and each of the constituent corporations has caused its corporate seal to be hereunto affixed and attested by the signature of its secretary, all as of the day and year first written above.

	FRIEDMAN PIPE & STEEL COMPANY OF FORT WORTH, INC.

	By	/s/ Ira Katzman
		President

ATTEST

/s/ Harold Friedman
SECRETARY

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A majority of the directors of FRIEDMAN PIPE & STEEL COMPANY OF FORT WORTH, INC.

/s/ Jack Friedman	(JF)

/s/ Ira Katzman	(IK)

/s/ Harold Friedman	(HF)

/s/ Henry Spira	(HS)

/s/ Edward Gerstenfeld	(EG)



		FRIEDMAN PIPE & STEEL COMPANY OF HOUSTON, INC.

		By	/s/ Harold Friedman
			President

ATTEST

/s/ Jack Friedman

A majority of the directors of FRIEDMAN PIPE & STEEL COMPANY OF HOUSTON, INC.

/s/ Jack Friedman	(JF)

/s/ Ira Katzman	(IK)

/s/ Harold Friedman	(HF)

/s/ Henry Spira	(HS)

/s/ Edward Gerstenfeld	(EG)


		FRIEDMAN REALTY, INC.
ATTEST
		By	/s/ Jack Friedman
/s/ Harold Friedman			President
SECRETARY

A majority of the directors of FRIEDMAN REALTY, INC.

/s/ Jack Friedman	(JF)

/s/ Ira Katzman	(IK)

/s/ Harold Friedman	(HF)

/s/ Henry Spira	(HS)

/s/ Edward Gerstenfeld	(EG)

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ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE

The name of the corporation is FRIEDMAN PIPE AND STEEL CO.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on March 1, 1971.

The amendment alters or changes Article I of the original or amended articles of incorporation and Article I is hereby amended to read as follows:

The name of the corporation shall be FRIEDMAN INDUSTRIES, INCORPORATED.

II.

The amendment alters or changes Article X of the original or amended articles of incorporation and Article X is hereby amended to read as follows:

The total aggregate authorized capital stock of the corporation shall be 3,000,000 shares of Common Stock having a par value of $1.00 per share and 1,000,000 shares of Cumulative Convertible Preferred Stock having a par value of $1.00 each.

The designations, preferences, privileges and the voting powers of the shares of Cumulative Convertible Preferred Stock, and the shares of Common Stock, and the qualifications, limitations and restrictions thereof, are as follows:

1. The shares of Cumulative Convertible Preferred Stock may be divided into and issued in series, and each series shall be so designated as to distinguish the shares thereof from the shares of all other series. All shares of Cumulative Convertible Preferred Stock shall be of equal rank and identical except to the extent that variations in the relative rights and preferences are hereby fixed and determined as between series hereby established and except to the extent that variations in the relative rights and preferences enumerated in Subparagraphs (a) through (f), inclusive, of Paragraph 2 of this Article X, may be fixed and determined by the Board of Directors between series hereafter established; and each share of a series shall be identical in all respects with the other shares of such series, except as to the date from which dividends thereon shall be cumulative. Shares of any series of Cumulative Convertible Preferred Stock which have been retired or cancelled in any manner, including shares redeemed or treasury shares retired and shares which have been converted into Common Stock or exchanged for shares of Cumulative Convertible Preferred Stock of any other series, shall have the status of authorized but unissued shares of cumulative Convertible Preferred Stock and may be reissued as shares of the series of which they were originally a part or may be issued as shares of a new series or as shares of any other series.

2. Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article X to divide the shares of Cumulative Convertible Preferred Stock into one or more series, and to fix and determine by resolution or resolutions providing for the issue of such series the following relative rights and preferences as to which there may be variations between the series so established.

(a) The distinction designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(b) The annual rate of dividends payable on shares of such series, the conditions upon which and the dates when such dividends shall be payable;

(d) The amount payable on shares of such series in thy event of any liquidation, dissolution or winding up of the affairs of the corporation;

(e) The terms and conditions and the date or dates on which the shares of such series shall be convertible into shares of Common Stock;

(f) The rights, if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of any other series of Cumulative Convertible Preferred Stock, and the terms and conditions of such conversion or exchange.

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3. (a) The holders of shares of Cumulative Convertible Preferred Stock of each series, in preference to the holders of shares of Common Stock, shall be entitled to receive, out of the assets of the corporation which are by law available for the payment of dividends, cumulative cash dividends in such amounts and payable at such time or times as shall be fixed and determined by the Board of Directors in any resolution providing for the issuance of any such series.

(b) Cash dividends upon shares of each series of Cumulative Convertible Preferred Stock shall commence to accrue and shall be cumulative from the dividend payment date as of which cash dividends shall have paid next preceding the date of issue thereof, unless the date of issue thereof is a dividend payment date as of which cash dividends shall have been paid, in which case dividends shall accrue and shall be cumulative from such dividend payment date, or unless the date of issue thereof is prior to the first dividend payment date, in which case cash dividends shall commence to accrue and shall be cumulative from the date of issue thereof.

(c) In case the corporation shall not pay in full the cash dividend required to be paid in respect of shares of all series of Cumulative Convertible Preferred Stock, the shares of all series of Cumulative Convertible Preferred Stock shall share ratably in the payment of dividends, including accumulations thereof, if any, in proportion to the sums that would be payable on said shares if all dividends thereon were declared and paid in full. Accumulations of dividends shall not bear interest.

4. (a) The shares of Cumulative Convertible Preferred Stock of any series then outstanding shall be redeemable, in whole or in part, at the option of the corporation, by resolution of its Board of Directors, at such price or prices and at such time or times as may be fixed and determined by the Board of Directors in accordance with any resolution providing for the issuance of any such series of Stock, plus all dividends accrued and unpaid on such Stock up to the date fixed for redemption. In case of redemption of a part only of the shares of Stock of any series at the time outstanding, the redemption may be either pro rata or by lot, as determined by the Board of Directors. Subject to the foregoing, the Board of Directors shall have full authority and power to prescribe the manner in which the drawings by lot or the pro rata redemption shall be conducted and the terms and conditions upon which the shares of Stock shall be redeemed from time to time.

(b) Notice of every redemption of shares of Cumulative Convertible Preferred Stocks in form approved by the Board of Directors, shall be given by mailing such notice, postage prepaid, not less than 30 nor more than 60 days prior to the date fixed for such redemption to each holder of record of shares so to be redeemed at his address as the same shall appear on the books of the corporation. Each such notice shall specify the date fixed for redemption and the place where payment of the redemption price, together with accrued and unpaid dividends to the date fixed for redemption, is to be made upon surrender for cancellation of the certificates representing shares called for redemption. In the case of redemption of shares of Cumulative Convertible Preferred Stock such notice shall also state that the right to convert the shares so to be redeemed will terminate at the close of business on the third (3rd) day preceding the date fixed for redemption and the applicable conversion rate. No failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to the holder to whom the corporation has failed to mail said notice or except as to the holder whose notice was defective. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder received the notice.

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(c) At any time after notice of redemption shall have been duly given as above provided, the corporation may deposit the aggregate redemption price and accrued and unpaid dividends to the date fixed for redemption in trust, with a bank or trust company doing business in the City of Houston, State of Texas, named in such notice, for payment on or before the date fixed for redemption in respect of the shares called for redemption, of the redemption price and accured and unpaid dividends to the date fixed for redemption. Any interest accrued on funds which are deposited as aforesaid shall be paid to the corporation from time to time and the holders of shares to be redeemed shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of 6 years from the date fixed for redemption, shall be repaid to the corporation, after which the holders of the shares so called for redemption shall look only to the corporation for payment of the redemption price and accrued and unpaid dividends to the date fixed for redemption in respect to such shares.

(d) If notice of redemption shall have been duly given as hereinabove provided, on and after the date fixed for redemption (unless the corporation shall default in making payment of the redemption price and accrued and unpaid dividends to the date fixed for redemption), all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares, including, but not limited to, the right to receive dividends thereon, shall cease and terminate, notwithstanding that any certificate for such shares so called for redemption shall not have been surrendered for cancellation, and the holders of such shares so called for redemption shall cease to be shareholders and shall have no interest in or claim against the corporation except the right to receive the redemption price and accrued and unpaid dividends to the date fixed for redemption, upon surrender of their certificates for cancellation.

(e) In order to facilitate the redemption of any shares of Cumulative Convertible Preferred Stock, the Board of Directors is authorized to cause the transfer books of the corporation to be closed as to the shares to be redeemed.

(f) Any resolution of the Board of Directors calling shares of any series of Cumulative Convertible Preferred Stock for redemption may provide, to the extent permitted by applicable law, that the shares so redeemed may have the status of treasury stock.

5. (a) Subject to the limitations prescribed in this Article X and any further limitations prescribed in accordance therewith, the holders of shares of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of Common Stock.

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(b) So long as any shares of Cumulative Convertible Preferred Stock of any series shall be outstanding, the corporation will not declare or pay any dividends on shares of Common Stock (other than dividends payable solely in shares of Common Stock) or make, directly or indirectly, any other distribution of any sort, in respect of shares of Common Stock or any payment on account of the purchase or other acquisition of shares of Common Stock, unless, at the date of such declaration in the case of a dividend or at the date of such distribution or other payment, all cumulative dividends on the then outstanding shares of Cumulative Convertible Preferred Stock of all series for all past dividend periods shall have been declared and paid in full.

6. (a) At the option of the holder thereof, the shares of Cumulative Convertible Preferred Stock shall be convertible at or during such time or times as shall be fixed and determined by the Board of Directors in any resolution providing for the issuance of any such series of Cumulative Convertible Preferred Stock, into shares of Common Stock upon the following terms and conditions:

(i) The shares of Cumulative Convertible Preferred Stock shall be convertible at the office of any Transfer Agent for the shares of Cumulative Convertible Preferred Stock (or such other place as may be designated by the corporation) into fully paid and non-assessable shares of Common Stock, at such rate as shall be fixed and determined by the Board of Directors in any resolution providing for the issuance of any such series of Cumulative Convertible Preferred Stock. The corporation shall make no payment or adjustment on account of any dividends accrued on the shares of Cumulative Convertible Preferred Stock surrendered for conversion. In case of the call for redemption of any shares of Cumulative Convertible Preferred Stock of any series, such right of conversion shall cease and terminate, as to the shares called for redemption, at the close of business on the third (3rd) day preceding the date fixed for redemption unless default shall be made in the payment of the redemption price and accrued and unpaid dividends to the date fixed for redemption.

(ii) In order to convert shares of Cumulative Convertible Preferred Stock into shares of Common Stock, the holder thereof shall surrender the certificate or certificates representing shares of Cumulative Convertible Preferred Stock, duly endorsed to the corporation or in blank, at the office of any Transfer Agent for the shares of Cumulative Convertible Preferred Stock (or such other place as may be designated by the corporation), and shall give written notice to the corporation at said office that he elects to convert the same and shall state in writing therein the name or names in which he wishes the certificate or certificates representing shares of Common Stock to be issued. The corporation will, as soon as practicable thereafter, deliver at said office to such holder of shares of Cumulative Convertible Preferred Stock, or to his nominee or nominees, a certificate or certificates for the number of whole shares of Common Stock to which he shall be entitled as aforesaid. Shares of Cumulative Convertible Preferred Stock shall be deemed to have been converted as of the date of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

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(iii) The issuance of certificates for shares of Common Stock upon the conversion of shares of Cumulative Convertible Preferred Stock shall be made without charge to the converting shareholder for any tax in respect of the issuance of such certificates; provided, however, that the corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate representing shares of Common Stock in a name other than that of the holder of the shares of Cumulative Convertible Preferred Stock so converted, and the corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the corporation the amount of such tax or shall have established to the satisfaction of the corporation that such tax has been paid.

(b) The conversion rate provided in Clause (i) of Subparagraph (a) of this Paragraph 6 shall be subject to the following adjustments:

(i) While any shares of Cumulative Convertible Preferred Stock shall be outstanding, in case the corporation shall declare and pay to the holders of shares of Common Stock a dividend in shares of Common Stock, the conversion rate in effect immediately prior to the record date fixed for the determination of shareholders entitled to such dividend shall be proportionately increased, such adjustment to become effective immediately after the opening of business on the day following the record date for the determination of shareholders entitled to receive such dividend.

(ii) While any shares of Cumulative Convertible Preferred Stock shall be outstanding, in case the corporation shall subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, or issue by reclassification of its shares of Common Stock any shares of the corporation, the conversion rate in effect immediately prior thereto shall be adjusted so that the holder of shares of Cumulative Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares which he would have owned or been entitled to receive after the happening of any of the events described above, had such shares or Cumulative Convertible Preferred Stock been converted immediately prior to the happening of such event, such adjustment to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination or reclassification, as the case may be, becomes effective.

(iii) No adjustment in the conversion rate shall be if, at the same time as the corporation shall issue shares of Common Stock as a dividend or distribution on the outstanding shares of Common Stock which, as provided in Clause (i) above, would otherwise call for an adjustment in the conversion rate, the corporation shall issue shares of Common Stock as a dividend or distribution on the outstanding shares of Cumulative Convertible Preferred Stock equivalent to the number of shares distributable on the shares of Common Stock into which the Cumulative Convertible Preferred Stock is then convertible.

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(iv) No adjustment in the conversion rate shall be made by reason of the issuance of shares of Common Stock or any security convertible into shares of Common Stock in exchange for cash, property or services.

(v) In case the corporation shall be consolidated with or merge into any other corporation, proper provisions shall be made as a part of the terms of such consolidation or merger, whereby the holder of any shares of Cumulative Convertible Preferred Stock at the time outstanding immediately prior to such event shall thereafter be entitled to such conversion rights, with respect to securities of the corporation resulting from such consolidation or merger, as shall be substantially equivalent to the conversion rights herein provided for.

(vi) No adjustment in the conversion rate shall be required unless such adjustment would require an increase or decrease of at least one-half of one percent in such rate; provided, however, that any adjustments which by reason of this Clause (vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(c) No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon any conversion of shares of Cumulative Convertible Preferred Stock but, in lieu thereof, there shall be issued the number rounded down to the next whole number.

(d) The corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion or exchange of shares of Cumulative Convertible Preferred Stock, the full number of whole shares of Common Stock then deliverable upon the conversion or exchange of all shares of Cumulative Convertible Preferred Stock of all series at the time outstanding.

7. (a) Subject to the remaining provisions of this Paragraph 7, the shares of Cumulative Convertible Preferred Stock shall be preferred over the shares of common stock as to the net assets of the corporation.

(b) In the event of any dissolution, liquidation or winding up of the affairs of the corporation, after payment or provision for payment of the debts, and other liabilities of the corporation, the holders of all then outstanding shares of Cumulative Convertible Period Preferred Stock shall be entitled to receive, out of the net assets of the corporation, an amount in cash for each share, equal to the amount fixed and determined by the Board of Directors in any resolution providing for the issuance of any such series of Stock, before any distribution shall be made to the holders. If upon any dissolution, liquidation or winding up of the affairs of the corporation, the net assets, available for distribution shall be insufficient to pay the holders of all outstanding shares of Cumulative Convertible Preferred Stock, the full amounts to which they respectively shall be entitled, the holders of all outstanding shares of Preferred Stock shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable were paid in full.

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(c) In the event of any dissolution, liquidation or winding up of the affairs of the corporation, the holders of all outstanding shares of Common Stock shall be entitled, after payment or provision for payment of the debts and other liabilities of the corporation, and of amounts to which the holders of all outstanding shares of Cumulative Convertible Preferred Stock to share ratably in the remaining net assets of the corporation.

(d) Neither the merger or consolidation of the corporation, nor the sale, lease or conveyance of all or a part of its assets, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this Article X.

8. (a) At every meeting of the shareholders, every holder of shares of capital stock of the corporation, be it Common Stock or Cumulative Convertible Preferred Stock, shall be entitled to one vote in person or by proxy for each share of Common Stock or Cumulative Convertible Preferred Stock standing in his name on the books of the corporation. The Common Stock and Cumulative Convertible Preferred Stock shall vote together as one class, except as provided in the Texas Business Corporation Act or as hereinafter provided.

(b) Nothing herein contained shall require the class vote or consent of the holders of shares of Cumulative Convertible Preferred Stock for or in respect of (i) any increase in the total number of authorized shares of Common Stock, or (ii) the fixing of any relative rights and preferences of any series of Cumulative Convertible Preferred Stock that may be fixed and determined by the Board of Directors as provided in this Article X. If at or prior to the time of taking effect of any of the matters with respect to which the class vote or consent of the holders of shares of Cumulative Convertible Preferred Stock, provision is made for the redemption, in accordance with the provisions of this Article X, of all outstanding shares of the Class of Cumulative Convertible Preferred Stock as the case may be, the class vote or consent of which would otherwise be required, then no such class vote or consent shall be required.

(c) Whenever at any time or times, dividends payable on the Cumulative Convertible Preferred Stock shall be in default in an aggregate amount equivalent to four full quarterly dividends on any series of Cumulative Convertible Preferred Stock at the time outstanding, the outstanding Cumulative Convertible Preferred Stock of all such series shall have the exclusive right, voting separately as a class to elect two additional directors of the Corporation. The special right to elect two directors shall remain in force until such time as all dividends accumulated on the Cumulative Convertible Preferred Stock shall have been paid in full, at which time the right shall terminate, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned.

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At any time when such voting power shall be vested in the Cumulative Convertible Preferred Stock as herein provided, a proper officer of the Corporation shall, upon the written request of the holders of record of at least ten percent in amount of the Cumulative Convertible Preferred Stock then outstanding, upon which the dividends are indefault, addressed to the Secretary of the Corporation, call a special meeting of the Cumulative Convertible Preferred Stock of the class or classes having acquired voting power with respect thereto, for the purpose of electing directors. Such meeting shall be held at the earliest practicable date at the place for the holding of annual meetings of stockholders of the Corporation. If such meeting shall not be called by the proper officer of the corporation within twenty (20) days after personal service of the said written request upon the secretary of the corporation or within twenty (20) days after mailing the same within the United States of America by registered mail addressed to the secretary of the corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), the holders of record of at least ten percent in the amount of the Cumulative Convertible Preferred Stock then outstanding upon which dividends are inadequate, may designate in writing one of their number to call such meeting, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and shall be held at the place for the holding of annual meetings of stockholders of the corporation. Any holder of Cumulative Convertible Preferred Stock so designated shall have access to the stockbooks of the corporation for the purpose of causing a meeting of stockholders to be called pursuant to these provisions.

At any meeting so called, and at any other meeting of stockholders held for the purpose of electing directors at which Cumulative Convertible Preferred Stock shall have the right, voting separately as a class, to elect directors as aforesaid, the presence in person or by proxy of one-third of the outstanding shares, the class or classes of Cumulative Convertible Preferred Stock entitled to vote by reason of this paragraph shall be required to constitute a quorum of such class for the election of any director by the Cumulative Convertible Preferred Stock as a class.

At any such meeting or adjournment thereof, (a) the absence of a quorum of the Cumulative Convertible Preferred Stock shall not prevent the election of the directors to be elected by the holders of stock other than the Cumulative Convertible Preferred Stock as a class and the absence of a quorum of stock other than the Cumulative Convertible Preferred Stock shall not prevent the election of the directors to be elected by the holders of the Cumulative Convertible Preferred Stock as a class and (b) in the absence of such quorum either of the Cumulative Convertible Preferred Stock class or of stock other than the Cumulative Convertible Preferred Stock, a majority of the holders, present in person or by proxy, of the stock which lacks a quorum shall have power to adjourn the meeting for the election of the directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Upon any termination of the right of the Convertible Preferred Stock to vote for directors as herein provided, the term of office of all directors then in office shall terminate upon the election of new directors at the next meeting of the other class or classes of stock of the corporation then entitled to vote for directors, which meeting may be held at any time after such termination of voting right in the Convertible Preferred Stock, upon notice as above provided, and shall be called by the Secretary of the corporation upon written request of the holders of record of ten percent of the aggregate number of outstanding shares of such other class or classes of stock then entitled to vote for directors or upon a majority vote of the Board of Directors.

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ARTICLE THREE

The number of shares of the corporation outstanding at time of such adoption was 12,846.8090 of Common Stock; and number of shares entitled to vote thereon was 12,846.8090 of Common Stock.

ARTICLE FOUR

The number of shares voted for such amendment was 9903.763; and the number of shares voted against such amendment was none.

ARTICLE FIVE

The manner in which an exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

The shares of Common Stock having a $100.00 par value will be exchanged for 20 shares of Common Stock having a $1.00 par value.

ARTICLE SIX

The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:

As a result of the reduction of the par value of the outstanding Common Stock, the stated capital of the corporation is changed from $1,284,681.00 to $256,936.00; the amount of such reduction, $1,027,745.00 is carried on the books of the corporation as reduction surplus.

DATED March 17, 1971




	By:	/s/ Henry Spira
		Vice President



	By:	/s/ Harold Friedman
		Secretary

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STATE OF

COUNTY OF

I, , a Notary Public, do hereby certify that on this 17^th day of March, 1971, personally appeared before me /s/ Henry Spira , who declared he is Vice President of the corporation executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Notary Public

Notary Public in and for Harris

County, Texas

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STATEMENT OF

RESOLUTION ESTABLISHING SERIES OF SHARES

To the Secretary of State

of the State of Texas:

Pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act, the undersigned corporation submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof:

1. The name of the corporation is FRIEDMAN INDUSTRIES, INCORPORATED.

2. The following resolution, establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof, was duly adopted by the board of directors of the corporation on March 1, 1971:

RESOLVED, that this Corporation declare a dividend to its shareholders of record on March 1, 1971, to be issued and delivered to the shareholders on March 20, 1971, 54,000 shares of its Preferred Stock having a par value of $1.00 per share which Preferred Share shall be designated the "Class A" Preferred Stock; and

BE IT FURTHER RESOLVED, that such Class A Preferred Stock shall be entitled to the following rights and preferences:

(1) The Class A Preferred Stock shall be entitled to a preferred dividend, before any dividend shall be payable upon the Common Stock of the Company, in the amount of $.20 per year; the dividend shall be payable quarterly at the rate of $.05 per share; to be paid on the first days of April, July, October and January of each year, commencing with April 1, 1971.

(2) In the event of liquidation of the Company, the Class A Preferred Stock shall be entitled to share in the assets of the Company ratably on a share for share basis with the common Stock.

(3) The Class A Preferred Stock shall be convertible into the Common Stock of the Company on a share for share basis at any time after June 30, 1976, or prior to such time in the event that:

(1) The holder thereof shall die,

(2) The Company shall merge or sell substantially all of its assets.

In no other instance shall the Class A Preferred Stock be converted into the Common Stock of the Company prior to July 1, 1976.

(4) Class A Preferred Stock shall be entitled to one vote per share in the election of Directors of the corporation on the same basis as the Common Stock and shall be entitled to vote on all matters brought before the shareholders of the Company on the same basis as if it were Common Stock.

(5) The Class A Preferred Stock shall not be entitled to protection from dilution by reason of Common Stock dividends that shall be declared prior to September 30, 1971.

Dated March 24, 1971.


	By:	/s/ Henry Spira
		Its Vice President


	By:	/s/ Harold Friedman
		Its Secretary

-2-

STATE OF TEXAS

COUNTY OF HARRIS

I, the undersigned, a notary public, do hereby certify that on this 24 day of March, 1971, personally appeared before me HENRY SPIRA, who being by me first duly sworn, declared that he is the Vice President of FRIEDMAN INDUSTRIES, INCORPORATED, that he signed the foregoing document as Vice President of the Corporation, and that the statements therein contained are true.

/s/ Notary Public

Notary Public in and for Harris

County, Texas

-3-

ARTICLES OF AMENDMENT

BY THE SHAREHOLDERS TO THE

ARTICLES OF INCORPORATION OF FRIEDMAN

INDUSTRIES, INCORPORATED

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation which deny pre-emptive rights and cumulative voting:

ARTICLE ONE

The name of the corporation is FRIEDMAN INDUSTRIES, INCORPORATED.

ARTICLE TWO

The following amendments to the Articles of Incorporation were adopted by the Shareholders of the corporation on June 20, 1971:

The Articles of Incorporation are hereby amended by adding thereto a new Article Twenty and Twenty-One reading as follows:

ARTICLE TWENTY

No shareholder or other person shall have any pre-emptive rights whatsoever.

ARTICLE TWENTY-ONE

Cumulative voting in the election of directors shall not be permitted.

ARTICLE THREE

The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

Class	Number of Shares

Common		621,000

"Class A" Preferred Stock		54,000

ARTICLE FOUR

The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

Class	Number of Shares
	For		Against

Common		517,404		64,688

"Class A" Preferred Stock		45,000		5,625

DATED: June 20, 1971

	FRIEDMAN INDUSTRIES, INCORPORATED


	By:	/s/ Jack Friedman
		its President

	and	/s/ Harold Friedman
		its Secretary

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

I, the undersigned authority, a Notary Public, do hereby certify that on this 20th day of June, 1971, personally appeared before me JACK FRIEDMAN, who declared he is President of the corporation executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

		/s/ Notary Public
		NOTARY PUBLIC - Harris County - Texas
		Randal Kemper

-2-

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

FRIEDMAN INDUSTRIES, INCORPORATED

Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation which increases the shareholder vote required to approve mergers, consolidations and transfers of substantially all of the assets of the corporation:

ARTICLE ONE. The name of the corporation is Friedman Industries, Incorporated.

ARTICLE TWO. The following amendment to its Articles of Incorporation was adopted by the shareholders of the corporation on August 3, 1976:

The Articles of Incorporation are hereby amended by adding thereto a new Article Twenty-Two reading as follows:

A. Except as otherwise set forth in this Article Twenty-Two, the affirmative vote or consent of the holders of 80% of all stock of the corporation entitled to vote in elections of directors (excluding stock entitled so to vote only upon the happening of some contingency unless such contingency shall have occurred and is continuing), considered for purposes of this Article Twenty-Two as one class and hereinafter in this Article embraced in the term "voting stock", shall be required for a merger or consolidation of the corporation with or into any other corporation or the sale, lease or other disposition outside the ordinary course of business by the corporation of all or substantially all its assets. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of any class or series of stock of the corporation otherwise required by law or the Articles of Incorporation or the resolution or resolutions providing for the issuance of such class or series which have been adopted by the board of directors or any agreement between the corporation and any national securities exchange.

B. The provisions of Paragraph A of this Article Twenty-Two shall not apply to any merger or consolidation of this corporation with, or any sale, lease or other disposition by this corporation of any assets to, any corporation 50% or more of the outstanding voting stock of which is beneficially owned, directed or indirectly, by this corporation.

C. Notwithstanding any other provision of these Articles of Incorporation or the by-laws (and in addition to any other vote that may be required by law, these Articles of Incorporation or the by-laws), there shall be required to amend, alter, change or repeal, directly or indirectly, this Article Twenty-Two the affirmative vote or consent of the holders of 80% of all voting stock of the corporation (considered for this purpose as one class).

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was 1,740,211; and the number of shares entitled to vote thereon was 1,740,211.

ARTICLE FOUR. The number of shares voted for such amendment was 1,268,945; and the number of shares voted against such amendment was 26,395.

Dated August 3, 1976.

	FRIEDMAN INDUSTRIES, INCORPORATED


	By	/s/ Harold Friedman
		Its President


	And	/s/ Charles W. Hall
		Its Assistant Secretary

THE STATE OF TEXAS	X

COUNTY OF HARRIS	X

I, , a notary public, do hereby certify that on this 3rd day of August, 1976, personally appeared before me Jack Friedman, who, being by me first duly sworn, declared that he is the President of Friedman Industries, Incorporated, that he signed the foregoing document as President of the corporation and that the statements therein contained are true.

/s/ Notary Public

Notary Public in and for

Harris County, Texas

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

FRIEDMAN INDUSTRIES, INCORPORATED

ARTICLE ONE. The name of the corporation is Friedman Industries, Incorporated.

ARTICLE TWO. The following amendment to its Articles of Incorporation was adopted by the shareholders of the corporation on August 28, 1981:

The first paragraph of Article Ten of its Articles of Incorporation is hereby amended so as to read as follows:

ARTICLE TEN

The total aggregate authorized capital stock of the corporation shall be 10,000,000 shares of Common Stock, having a par value of $1.00 per share, and 1,000,000 shares of Cumulative Convertible Preferred Stock, having a par value of $1.00 per share.

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was 2,806,119; and the number of shares entitled to vote thereon was 2,806,119.

ARTICLE FOUR. The number of shares voted for such amendment was 2,319,233; and the number of shares voting against such amendment was 12,106

Dated September 2, 1981.

	FRIEDMAN INDUSTRIES, INCORPORATED


	By	/s/ Harold Friedman
		Its President

	And	/s/ Randal Kemper
		Its Secretary

THE STATE OF TEXAS §

COUNTY OF HARRIS §

I, , a notary public, do hereby certify that on this 2^nd day of September, 1981, personally appeared before me Harold Friedman, who, being by me first duly sworn, declared that he is the President of Friedman Industries, Incorporated, that he signed the foregoing document as President of the corporation and that the statements therein contained are true.

/s/ Notary Public

Notary Public in and for

Harris County, TEXAS

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

FRIEDMAN INDUSTRIES, INCORPORATED

ARTICLE ONE. The name of the corporation is Friedman Industries, Incorporated;

ARTICLE TWO. The following amendment to its Articles of Incorporation was adopted by the shareholders of the corporation on September 18, 1987:

The Articles of Incorporation are hereby amended by adding thereto a new Article Twenty-Three reading as follows:

"ARTICLE TWENTY-THREE

A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, (iii) for any transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, (iv) for any act or omission for which the liability of the director is expressly provided for by statute or (v) for any act related to an unlawful stock repurchase or payment of a dividend. If either the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act or any other applicable Texas statute hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by such amended act. Any repeal or modification of this Article Twenty-Three by the shareholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director of the corporation existing at the time of such repeal or modification.”

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was 3,659,392; and the number of shares entitled to vote thereon was 3,659,293.

ARTICLE FOUR. The number of shares voted for such amendment was 2,522,572; and the number of shares voted against such amendment was 10,052.

Dated September 21, 1987.

	FRIEDMAN INDUSTRIES, INCORPORATED


	By	/s/ Harold Friedman
		Harold Friedman, President

-2-

Exhibit 3.2

FRIEDMAN INDUSTRIES, INCORPORATED

ADOPTED ON FEBRUARY 8, 2006

- - - - - - -

AMENDED AND RESTATED

BYLAWS

ARTICLE I

OFFICES

Section 1.01. Principal Place of Business. The principal place of business of the corporation and the office of its transfer agent or registrar may be located outside the State of Texas.

Section 1.02. Other Offices. The corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01. Time and Place of Meetings. Meetings of shareholders for any purpose may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.02. Annual Meeting. The annual meeting of shareholders shall be held annually at such date and time as shall be designated from time to time by the board of directors and stated in the notice of meeting.

Section 2.03. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning at least ten percent of all the shares entitled to vote at the meetings. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 2.04. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder entitled to vote at such meeting.

Section 2.05. Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. After an adjournment, at any reconvened meeting any business may be transacted that might have been transacted if the meeting had been held in accordance with the original notice thereof, provided a quorum shall be present or represented thereat.

Section 2.06. Vote Required. With respect to any matter, other than the election of directors, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present, shall decide such matter, unless the matter is one upon which a different vote is required by law or by the articles of incorporation. Unless otherwise required by law or by the articles of incorporation, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 2.07. Voting; Proxies. Each outstanding share having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Any shareholder may vote either in person or by proxy executed in writing by the shareholder. A telegram, telex, cablegram or similar transmission by the shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder shall be treated as an execution in writing for purposes of this Section 2.07.

Section 2.08. Action Without Meeting. Any action required to, or which may, be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent. A telegram, telex, cablegram or similar transmission by a shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by a shareholder for purposes of this Section 2.08.

ARTICLE III

DIRECTORS

Section 3.01. Powers. The powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.

Section 3.02. Number, Election and Term. The number of directors that shall constitute the whole board of directors shall be not less than one. Such number of directors shall from time to time be fixed and determined by the directors and shall be set forth in the notice of any meeting of shareholders held for the purpose of electing directors. The directors shall be elected at the annual meeting of shareholders, except as provided in Section 3.03 of these bylaws, and each director elected shall hold office until his successor shall be elected and qualify. Directors need not be residents of Texas or shareholders of the corporation.

Section 3.03. Vacancies. Any vacancy occurring in the board of directors may be filled by election at an annual meeting or special meeting of shareholders called for that purpose or by a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 3.04. Change in Number. The number of directors may be increased or decreased from time to time as provided in these bylaws but no decrease shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders or may be filled by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 3.05. Removal. Any director may be removed either for or without cause at any special meeting of shareholders duly called and held for such purpose.

Section 3.06. Place of Meetings. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 3.07. Regular Meetings. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event that the shareholders fail to fix the time and place of such first meeting, it shall be held without notice immediately following the annual meeting of shareholders, and at the same place, unless by the unanimous consent of the directors then elected and serving such time or place shall be changed.

Section 3.08. Notice of Regular Meetings. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 3.09. Special Meetings. Special meetings of the board of directors may be called by the chairman of the board of directors or the president and shall be called by the secretary on the written request of two directors. Notice of each special meeting of the board of directors shall be given to each director at least two days before the date of the meeting.

Section 3.10. Waiver and Requirements of Notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as may be otherwise provided by law or by the articles of incorporation or by these bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 3.11. Quorum; Vote Required. At all meetings of the board of directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, unless otherwise specifically provided by law, the articles of incorporation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.12. Committees. The board of directors, by resolution passed by a majority of the full board, may from time to time designate a member or members of the board to constitute committees that shall in each case consist of one or more directors and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the board of directors, replace absent or disqualified members at any meeting of that committee. Any such committee shall have and may exercise such powers, as the board may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have power at any time to change the number, subject as aforesaid, and members of any such committee, to fill vacancies and to discharge any such committee.

Section 3.13. Action Without Meeting. Any action required or permitted to be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the board of directors or committee, as the case may be.

Section 3.14. Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors, or a meeting of a committee thereof, and may be paid a fixed sum for attendance at each meeting of the board of directors, or a meeting of a committee thereof, or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

Section 4.01. Form of Notice; Delivery. Any notice to directors or shareholders shall be in writing and shall be delivered personally or mailed to the directors or shareholders at their respective addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice to directors may also be given by telegram, telex, cablegram, facsimile or other similar transmission.

Section 4.02. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the articles of incorporation or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 5.01. Officers. The officers of the corporation shall be elected by the board of directors and shall consist of a president and a secretary, neither of whom need be a member of the board of directors. Two or more offices may be held by the same person.

Section 5.02. Additional Officers. The board of directors may also elect a chairman of the board, a vice chairman of the board, an assistant president, a treasurer, and one or more vice presidents, assistant secretaries and assistant treasurers. The board of directors may appoint such other officers and assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the board by resolution not inconsistent with these bylaws.

Section 5.03. Compensation. The salaries of all officers and agents of the corporation shall be fixed by the board of directors or at its direction. The board of directors shall have the power to enter into contracts for the employment and compensation of officers for such terms as the board deems advisable.

Section 5.04. Term; Removal; Vacancies. The officers of the corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the board of directors may be removed at any time by the board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

Section 5.05. Chairman of the Board. The chairman of the board, if one is elected, may preside, or may direct that the president to preside, at all meetings of the shareholders and at all meetings of the directors. In the absence of the chairman of the board, or if no chairman of the board is elected, the president shall so preside. If the board of directors shall elect a person to be the chairman of the board and shall designate such person the chief executive officer of the corporation, the chairman of the board shall supervise and direct the operations of the business of the corporation in accordance with the policies determined by the board of directors.

Section 5.06. Vice Chairman of the Board. The vice chairman of the board, if one is elected, shall, in the absence or disability of the chairman of the board, perform the duties and have the authority and exercise the powers of the chairman of the board. He shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the chairman of the board may from time to time delegate.

Section 5.07. President. Unless the board of directors shall have elected a chairman of the board of directors and designated such person the chief executive officer of the corporation, the president shall be the chief executive officer of the corporation, supervising and directing the operations of the business of the corporation in accordance with the policies determined by the board of directors. If the board of directors shall have elected a person as chairman of the board and designated such person as a chief executive officer of the corporation, the president shall be responsible for the general supervision and control of the business and the affairs of the corporation subject to the directions of the chairman of the board and the board of directors. If the board of directors shall have elected a person chairman of the board and shall designate such person the chief executive officer of the corporation, the president, in the absence or incapacity of such chairman of the board, shall perform the duties of that office.

Section 5.08. Vice Presidents. The vice presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.

Section 5.09. Secretary. The secretary shall attend all meetings of the board of directors and all meetings of shareholders and record all of the proceedings of the meetings of the board of directors and of the shareholders in a minute book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary or of the treasurer. The secretary shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.

Section 5.10. Assistant Secretaries. The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.

Section 5.11. Treasurer. The treasurer, if one is elected, shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated from time to time by the board of directors. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render the president and the board of directors, when so directed, an account of all his transactions as treasurer and of the financial condition of the corporation. The treasurer shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or as the president may from time to time delegate. If required by the board of directors, the treasurer shall give the corporation a bond of such type, character and amount as the board of directors may require.

Section 5.12. Assistant Treasurers. The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or the president may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 6.01. Certificates. The shares of the corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

Section 6.02. Facsimile Signatures. The signatures of the president or a vice president and the secretary or an assistant secretary upon a certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

Section 6.03. Lost Certificates. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

Section 6.04. Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate canceled and the transaction recorded upon the transfer records of the corporation.

Section 6.05. Closing of Transfer Records. For the purpose of determining shareholders (i) entitled to notice of or to vote at any meeting of shareholders, or, after an adjournment thereof, at any reconvened meeting, (ii) entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend or (iii) for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the board of directors may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, sixty days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the share transfer records, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in the case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders, is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 6.05, such determination shall be applied after an adjournment thereof to any reconvened meeting except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

Section 6.06. Fixing Record Dates for Consents to Action. Unless a record date shall have previously been fixed or determined, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the board of directors may fix a record date for the purpose of determining shareholders entitled to consent to that action which record date shall not precede, and shall not be more than ten days after, the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors and prior action of the board of directors is not required by law, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken proposed to be taken is delivered to the corporation in the manner required by Section 2.08 of these bylaws. If no record date shall have been fixed by the board of directors and prior action of the board of directors is required by law, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts a resolution taking such prior action.

Section 6.07. Registered Shareholders. Except as otherwise required by law, the corporation shall be entitled to regard the person in whose name any shares are registered in the share transfer records at any particular time as the owner of those shares at that time for purposes of voting those shares, receiving distributions, share dividends or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares or giving proxies with respect to those shares. Except as otherwise required by law, neither the corporation nor any of its officers, directors, employees or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person does not possess a certificate for those shares.

Section 6.08. List of Shareholders. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office or principal place of business of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01. Distributions and Share Dividends. Subject to the provisions of the articles of incorporation relating thereto, if any, distributions and share dividends may be declared by the board of directors, in its discretion, at any regular or special meeting, pursuant to law. Subject to any provisions of the articles of incorporation, distributions may be made by the transfer of money or other property (except the corporation’s own shares or rights to acquire such shares) or by the issuance of indebtedness of the corporation, and share dividends may be paid in the corporation’s own authorized but unissued shares or in treasury shares.

Section 7.02. Reserve Funds. Before payment of any distribution or share dividend, there may be set aside out of any funds of the corporation available for distributions or share dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund for meeting contingencies, or for equalizing distributions or share dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 7.03. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 7.04. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors; provided, that if such fiscal year is not fixed by the board of directors it shall be the calendar year.

Section 7.05. Seal. The corporate seal shall be in such form as may be prescribed by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 7.06. Books and Records. The corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board of directors and each committee of its board of directors. The corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the corporation and a record of each transfer of those shares that have been presented to the corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the corporation and the number and class or series of shares issued by the corporation held by each of them.

Section 7.07. Invalid Provisions. If any provision of these bylaws is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; these bylaws shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of these bylaws a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

Section 7.08. Headings. The headings used in these bylaws are for reference purposes only and do not affect in any way the meaning or interpretation of these bylaws.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 2.02-1 of the Texas Business Corporation Act (the “Article”) permits the corporation to indemnify its present and former directors and officers to the extent and under the circumstances set forth therein. In addition, in some instances, indemnification is required by the Article. The corporation hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by the Article promptly upon request of any such person making a request for indemnity hereunder. Such obligation to so indemnify and to so make such determinations may be specifically enforced by resort to any court of competent jurisdiction. Further, the corporation shall pay or reimburse the reasonable expenses of such persons covered hereby in advance of the final disposition of any proceeding to the fullest extent permitted by the Article and subject to the conditions thereof.

ARTICLE IX

AMENDMENTS

These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of a majority of the whole board of directors at any regular or special meeting; provided, that these bylaws may not be altered, amended, or repealed so as to be inconsistent with law or any provision of the articles of incorporation.

Exhibit 4.2

FRIEDMAN INDUSTRIES, INCORPORATED
2016 RESTRICTED STOCK PLAN

(As Adopted June 2, 2016)

FRIEDMAN INDUSTRIES, INCORPORATED
2016 RESTRICTED STOCK PLAN

(As Adopted June 2, 2016)

ARTICLE I ESTABLISHMENT, PURPOSE AND DURATION			1
	1.1	Establishment	1
	1.2	Purpose of the Plan	1
	1.3	Duration of the Plan	1

ARTICLE II DEFINITIONS			1
	2.1	“Act of Dishonesty”	1
	2.2	“Adoption Date”	1
	2.3	“Affiliate”	1
	2.4	“Award”	1
	2.5	“Award Agreement”	2
	2.6	“Board”	2
	2.7	“Code”	2
	2.8	“Committee”	2
	2.9	“Company”	2
	2.10	“Compensation Committee”	2
	2.11	"Corporate Change”	2
	2.12	“Disability”	2
	2.13	“Employee”	2
	2.14	“Exchange Act”	2
	2.15	“Fair Market Value”	2
	2.16	“Forfeiture Determination”	3
	2.17	“Holder”	3
	2.18	“Incumbent Director”	3
	2.19	“Minimum Statutory Tax Withholding Obligation”	3
	2.20	“Period of Restriction”	4
	2.21	“Plan”	4
	2.22	“Restricted Stock”	4
	2.23	“Restricted Stock Award”	4
	2.24	“Section 409A”	4
	2.25	“Stock”	4
	2.26	“Termination of Employment”	4

ARTICLE III ELIGIBILITY and participation			4
	3.1	Eligibility	4
	3.2	Participation	4

ARTICLE IV GENERAL PROVISIONS RELATING TO AWARDS			4
	4.1	Authority to Grant Awards	4
	4.2	Shares that Count Against Limit	4
	4.3	Non-Transferability	5
	4.4	Requirements of Law	5
	4.5	Corporate Changes	5
	4.6	Election under Section 83(b) of the Code	7
	4.7	Forfeiture for Cause	8
	4.8	Forfeiture Events	8

	4.9	Recoupment in Restatement Situations	8
	4.10	Award Agreements	9
	4.11	Issuance of Shares of Stock	9
	4.12	Restrictions on Stock Received	9
	4.13	Compliance with Section 409A	9
	4.14	Source of Shares Deliverable under Awards	9
	4.15	Limitations on Vesting of Awards	9

ARTICLE V RESTRICTED Stock AWARDS			9
	5.1	Restricted Stock Awards	9
	5.2	Restricted Stock Award Agreement	10
	5.3	Holder’s Rights as Shareholder	10

ARTICLE VI ADMINISTRATION			10
	6.1	Awards	10
	6.2	Authority of the Committee	10
	6.3	Decisions Binding	11
	6.4	No Liability	11

ARTICLE VII AMENDMENT OR TERMINATION OF PLAN OR AWARD AGREEMENT			11
	7.1	Amendment, Modification, Suspension and Termination of the Plan	11
	7.2	Amendment, Modification, Suspension and Termination of Award Agreement	12
	7.3	Awards Previously Granted	12

ARTICLE VIII MISCELLANEOUS			11
	8.1	Unfunded Plan/No Establishment of a Trust Fund	11
	8.2	No Employment Obligation	11
	8.3	Tax Withholding	11
	8.4	Gender and Number	12
	8.5	Severability	12
	8.6	Headings	12
	8.7	Other Compensation Plans	12
	8.8	Retirement and Welfare Plans	12
	8.9	Other Awards	13
	8.10	Law Limitations/Governmental Approvals	13
	8.11	Delivery of Title	13
	8.12	Inability to Obtain Authority	13
	8.13	Investment Representations	13
	8.14	No Fractional Shares	13
	8.15	Interpretation	13
	8.16	Governing Law; Venue	13

-ii-

FRIEDMAN INDUSTRIES, INCORPORATED
2016 RESTRICTED STOCK PLAN

(As Adopted June 2, 2016)

Article I

ESTABLISHMENT, PURPOSE AND DURATION

1.1 Establishment. The Company hereby establishes an incentive compensation plan, to be known as the “Friedman Industries, Incorporated 2016 Restricted Stock Plan”, as set forth in this document. The Plan permits only the grant of Restricted Stock. The Plan was adopted by the Board on June 2, 2016 (the “Adoption Date”), and shall become effective on the date the Plan is approved by the Company’s shareholders.

1.2 Purpose of the Plan. The Plan is intended to advance the interests of the Company, its Affiliates and its shareholders and promote the long-term growth of the Company by providing Employees with incentives to maximize shareholder value and to otherwise contribute to the success of the Company and its Affiliates, thereby aligning the interests of such individuals with the interests of the Company’s shareholders and providing them additional incentives to continue in their employment with the Company or its Affiliates.

1.3 Duration of the Plan. The Plan shall continue indefinitely until it is terminated pursuant to Section 7.1. The applicable provisions of the Plan will continue in effect with respect to an Award granted under the Plan for as long as such Award remains outstanding.

Article II

DEFINITIONS

Each word and phrase defined in this Article shall have the meaning set out below throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or different meaning.

2.1 “Act of Dishonesty”shall have the meaning ascribed to that term in Section 4.7(a).

2.2 “Adoption Date”shall have the meaning ascribed to that term in Section 1.1.

2.3 “Affiliate” means any corporation, partnership, limited liability company or association, trust or other entity or organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (a) to vote more than fifty percent (50%) of the securities having ordinary voting power for the election of directors or comparable individuals of the controlled entity or organization, or (b) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

2.4 “Award” means, individually or collectively, a grant under the Plan of Restricted Stock subject to the terms and provisions of the Plan.

2.5 “Award Agreement” means a written or electronic agreement entered into by the Company and a Award recipient that sets forth the terms and conditions applicable to an Award granted under the Plan.

2.6 “Board” means the Board of Directors of the Company.

2.7 “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

2.8 “Committee” means the Compensation Committee. As to Awards that are authorized by the Committee and that are intended to be exempt under Rule 16b-3 of the General Rules and Regulations under the Exchange Act, the requirements of Rule 16b-3(d)(1) of the General Rules and Regulations under the Exchange Act with respect to committee action must also be satisfied.

2.9 “Company” means Friedman Industries, Incorporated, a Texas corporation, or any successor (by reincorporation, merger or otherwise).

2.10 “Compensation Committee” means the Compensation Committee of the Board.

2.11 “Corporate Change” means (a) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (b) the individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board, (c) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity wholly-owned by the Company), (d) the Company is to be dissolved or (e) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable Department of Treasury regulations) that is not described in clauses (a), (b), (c) or (d) of this sentence.

2.12 “Disability” means, as determined by the Committee in its discretion exercised in good faith, in the case of an Award that is granted to an Award recipient who is covered by the Company’s long-term disability insurance policy or plan, a physical or mental condition of the Award recipient that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, or in the case of an Award that is granted to an Award recipient who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the Company does not maintain such a long-term disability insurance policy or plan, a permanent and total disability as defined in section 22(e)(3) of the Code. A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, the Award recipient shall submit to an examination by such physician upon request by the Committee.

2.13 “Employee” means a person employed by the Company or any Affiliate as a common law employee.

2.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor act.

2.15 “Fair Market Value” of the Stock as of any particular date means,

(a) if the Stock is traded on a stock exchange,

(i) and if the Stock is traded on that date, the closing sale price of the Stock on that date; or

(ii) and if the Stock is not traded on that date, the closing sale price of the Stock on the last trading date immediately preceding that date;

as reported on the principal securities exchange on which the Stock is traded; or

(b) if the Stock is traded in the over-the-counter market,

(i) and if the Stock is traded on that date, the average between the high bid and low asked price on that date; or

(ii) and if the Stock is not traded on that date, the average between the high bid and low asked price on the last trading date immediately preceding that date;

as reported in such over-the-counter market; provided, however, that (x) if the Stock is not so traded, or (y) if, in the discretion of the Committee, another means of determining the fair market value of a share of Stock at such date shall be necessary or advisable, the Committee may provide for another method or means for determining such fair market value, which method or means shall comply with the requirements of a reasonable valuation method as described under Section 409A.

2.16 “Forfeiture Determination” shall have the meaning ascribed to that term in Section 4.7(a).

2.17 “Holder” means a person who has been granted an Award or any person who is entitled to receive shares of Stock under an Award.

2.18 “Incumbent Director” means:

(a) a member of the Board on the Adoption Date; or

(b) an individual:

(i)

who becomes a member of the Board after the Adoption Date;

(ii)

whose appointment or election by the Board or nomination for election by the Company’s shareholders is approved or recommended by a vote of at least two-thirds of the then serving Incumbent Directors (as defined herein); and

(iii)

whose initial assumption of service on the Board is not in connection with an actual or threatened election contest.

2.19 “Minimum Statutory Tax Withholding Obligation” means, with respect to an Award, the amount the Company, an Affiliate or other subsidiary is required to withhold for federal, state, local and foreign taxes based upon the applicable minimum statutory withholding rates required by the relevant tax authorities.

2.20 “Period of Restriction” means the period during which Restricted Stock is subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article V.

2.21 “Plan” means the Friedman Industries, Incorporated 2016 Restricted Stock Plan, as set forth in this document as it may be amended from time to time.

2.22 “Restricted Stock” means shares of restricted Stock issued or granted under the Plan pursuant to Article V.

2.23 “Restricted Stock Award” means an authorization by the Committee to issue or transfer Restricted Stock to an Award recipient.

2.24 “Section 409A” means section 409A of the Code and the regulations and other guidance promulgated by the United States Department of Treasury or the United States Internal Revenue Service under section 409A of the Code, or any successor statute.

2.25 “Stock” means the common stock of the Company, $1.00 par value per share (or such other par value as may be designated by act of the Company’s shareholders).

2.26 “Termination of Employment” means the termination of the Award recipient’s employment relationship with the Company and all Affiliates as determined by the Committee.

Article III

ELIGIBILITY and participation

3.1 Eligibility. The persons who are eligible to receive Awards under the Plan are Employees.

3.2 Participation. Subject to the terms and provisions of the Plan, the Committee may, from time to time, select the eligible persons to whom Awards will be granted and shall determine the nature and amount of each Award.

Article IV

GENERAL PROVISIONS RELATING TO AWARDS

4.1 Authority to Grant Awards. The Committee may grant Awards to those Employees as the Committee shall from time to time determine, under the terms and conditions of the Plan. Subject only to any applicable limitations set out in the Plan, the number of shares of Stock to be covered by any Award to be granted under the Plan shall be as determined by the Committee in its sole discretion. The aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is 500,000.

4.2 Shares that Count Against Limit.

(a) If shares of Stock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares of Stock will count against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan.

(b) To the extent that any portion of an outstanding Award terminates or expires, or is forfeited or cancelled, for any reason, the shares of Stock allocable to such portion of the Award will immediately become available to be issued pursuant to an Award granted under the Plan.

(c) The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends that are reinvested into additional shares of Stock or credited as additional Restricted Stock.

4.3 Non-Transferability. Except as specified in the applicable Award Agreement or in a domestic relations court order, no Award may be transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law, for consideration or otherwise) or be subject to execution, attachment or similar process, other than by will or under the laws of descent and distribution. Any attempted transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition of an Award in violation of this Section 4.3 shall be null and void. In the discretion of the Committee, any attempt to transfer, sell, assign, pledge, hypothecate, encumber or otherwise dispose of an Award other than under the terms of the Plan and the applicable Award Agreement may terminate the Award.

4.4 Requirements of Law. The Company shall not be required to issue any shares of Stock under any Award if issuing those shares of Stock would constitute or result in a violation by the Holder or the Company of any provision of any law, statute or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities, the Company shall not be required to issue any shares of Stock unless the Committee has received evidence satisfactory to it to the effect that the Holder will not transfer the shares of Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any shares of Stock covered by the Plan pursuant to applicable securities laws of any country or any political subdivision. In the event the shares of Stock issuable pursuant to any Award are not registered, the Company may imprint on the certificate evidencing the shares of Stock any legend that counsel for the Company considers necessary or advisable to comply with applicable law, or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the shares of Stock as 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 or enable the issuance of shares of Stock hereunder, to comply with any law or regulation of any governmental authority.

4.5 Corporate Changes.

(a) The existence of outstanding Awards 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, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference shares ahead of or affecting the Stock or Stock rights, the dissolution or liquidation of the Company, 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.

(b) If the Company shall effect a subdivision or consolidation of Stock or other capital readjustment, the payment of a Stock dividend, or other increase or reduction of the number of shares of Stock outstanding, without receiving compensation therefor in money, services or property, then (i) the number, class or series of shares of Stock subject to outstanding Awards under the Plan shall be appropriately adjusted in such a manner as to entitle a Holder to receive upon vesting of an Award the equivalent total number and class or series of shares of Stock the Holder would have received had the Award vested in full immediately prior to the event requiring the adjustment, and (ii) the number and class or series of shares of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class or series of shares of Stock then reserved, that number and class or series of shares of Stock that would have been received by the owner of an equal number of outstanding shares of Stock of each class or series of Stock as the result of the event requiring the adjustment.

(c) If while an unvested Award remains outstanding under the Plan a Corporate Change occurs, then there shall be no change in such Award and no acceleration of the time at which such Award will vest unless (i) the applicable Award Agreement or another agreement between the Holder and the Company otherwise provides or (ii) the Committee effectuates, in its sole and absolute discretion without the consent or approval of the Holder, one or more of the alternatives described paragraphs (1), (2), (3) or (4) immediately below no later than ten days after the approval by the shareholders of the Company of such Corporate Change (or approval by the Board if approval by the shareholders of the Company of such Corporate Change is not required), which alternatives may vary among individual Holders and which may also vary among Awards held by any individual Holder:

(1) with respect to all or selected Holders, have some or all of their then outstanding unvested Awards assumed or have a new award of a similar nature substituted for some or all of their then outstanding Awards under the Plan by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing such Holder or which is affiliated or associated with such Holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis where the aggregate fair market value of the stock subject to the Award immediately after the assumption or substitution is equal to the aggregate fair market value of all Stock subject to the Award immediately before such assumption or substitution, and (B) the assumed rights under such existing Award or the substituted rights under such new Award, as the case may be, will have the same terms and conditions as the rights under the existing Award assumed or substituted for, as the case may be;

(2) provide that the number and class or series of Stock covered by an unvested Award theretofore granted shall be adjusted so that such Award when vested shall thereafter cover the number and class or series of Stock or other securities or property (including cash) to which the Holder would have been entitled pursuant to the terms of the agreement or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the Holder had been the vested holder of record of the number of shares of Stock then covered by such Award;

(3) make such other adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Corporate Change; or

(4) make no adjustments to Awards, if the Committee determines in its sole and absolute discretion that no such adjustment is necessary to reflect such Corporate Change).

In effecting one or more of the alternatives set out in paragraphs (1), (2), (3) or (4) immediately above, and except as otherwise may be provided in an Award Agreement, the Committee, in its sole and absolute discretion and without the consent or approval of any Holder, may accelerate the time at which some or all Awards then outstanding will vest.

Notwithstanding the prior provisions of this Section 4.5(c), with respect to a reincorporation merger in which holders of the Company’s ordinary shares will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of the provisions set forth above shall apply and, without Committee action, each Award shall automatically convert into a similar award of the successor corporation for the same number of ordinary shares of the successor as the number of ordinary shares of the Company that were subject to the Award.

Any adjustment effected by the Committee under Section 4.5 shall be designed to provide the Holder with the intrinsic value of his or her Award, as determined prior to the Corporate Change, or, if applicable, equalize the Fair Market Value of the shares of stock covered by the Award before and after the Corporate Change.

(d) In the event of changes in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 4.5, any outstanding Award and any Award Agreement evidencing such Award shall be subject to adjustment by the Committee in its sole and absolute discretion as to the number of shares of Stock or other consideration subject to such Award. In the event of any such change in the outstanding Stock, the aggregate number of shares of Stock available under the Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive.

(e) After a merger of one or more corporations into the Company in which the Company shall be the surviving corporation, each Holder shall be entitled to have his or her Restricted Stock appropriately adjusted based on the manner in which the shares of Stock were adjusted under the terms of the agreement of merger or consolidation.

(f) The issuance by the Company of stock of any class or series, or securities convertible into or exchangeable for stock of any class or series, for cash or property or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion or exchange of stock or obligations of the Company convertible into or exchangeable for stock or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number or class or series of shares of Stock then subject to outstanding Awards.

4.6 Election under Section 83(b) of the Code. No Holder shall exercise the election permitted under section 83(b) of the Code with respect to any Award without the prior written approval of the principal financial officer of the Company. Any Holder who makes an election under section 83(b) of the Code with respect to any Award without the prior written approval of the principal financial officer of the Company may, in the discretion of the Committee, forfeit any or all Awards granted to him or her under the Plan.

4.7 Forfeiture for Cause.

(a) Notwithstanding any other provision of the Plan or an Award Agreement to the contrary, if a determination is made as provided in Section 4.7(b) (a “Forfeiture Determination”) that (i) an Award recipient, before or after the termination of such individual’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an Act of Dishonesty in the course of his or her employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Award recipient is a party, and (ii) in the case of the actions described in clauses (A), (C) and (D), such action materially and adversely affected the Company, then, at or after the time such Forfeiture Determination is made the Board in good faith, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Award recipient had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that some or all of (x) the Holder’s rights to shares of the Stock covered by an Award (including vested rights and rights that have not yet vested), (y) the dividends that have been paid with respect to shares of Stock covered by the Award and (z) the shares of the Stock received as a result of the Holder’s grant, receipt or holding of the Award and the proceeds realized with respect to any shares of Stock received as a result of the Holder’s holding of the Award, will be forfeited to the Company on such terms as determined by the Board. For purposes of this Section 4.7, an “Act of Dishonesty” shall require a material breach by the Award recipient of his or her duties, obligations or undertakings owed to or on behalf of the Company and its Affiliates, as determined by the Board. In determining whether a matter materially and adversely affects the Company, the Board shall be entitled to consider all relevant factors and exercise business judgment in making such determination, including but not limited to the financial consequences, adverse reputational consequences or legal consequences to the Company or its Affiliates, individually or taken as a whole, as a result of such action.

(b) A Forfeiture Determination for purposes of Section 4.7(a) shall be made by a majority vote of the Board. The findings and decision of the Board with respect to a Forfeiture Determination made, including those regarding the acts of the Award recipient and the damage done to the Company, will be final for all purposes absent a showing by clear and convincing evidence of manifest error by, or a lack of good faith on the part of, the Board. No decision of the Board, however, will affect the finality of the discharge of the Award recipient by the Company or an Affiliate.

4.8 Forfeiture Events. Without limiting the applicability of Section 4.7 or Section 4.9, the Committee may specify in an Award Agreement that the Award recipient’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, Termination of Employment for cause, Termination of Employment for any other reason, violation of material policies of the Company and its Affiliates, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Award recipient or other conduct by the Award recipient that is detrimental to the business or reputation of the Company and its Affiliates.

4.9 Recoupment in Restatement Situations. Without limiting the applicability of Section 4.7 or Section 4.8, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, any current or former Holder who was a current or former executive officer of the Company or an Affiliate shall forfeit and must repay to the Company any compensation awarded under the Plan to the extent specified in any of the Company’s recoupment policies established or amended (now or in the future) in compliance with the rules and standards of the Securities and Exchange Commission under or in connection with Section 10D of the Exchange Act.

4.10 Award Agreements. Each Award shall be embodied in a written or electronic Award Agreement that shall be subject to the terms and conditions of the Plan. The Award Agreement shall be signed by or delivered on behalf of an authorized executive officer of the Company, other than the Award recipient, on behalf of the Company, and may be signed or acknowledged by the Award recipient to the extent required by the Committee. The Award Agreement may specify the effect of a Corporate Change on the Award. The Award Agreement may contain any other provisions that the Committee in its discretion shall deem advisable which are not inconsistent with the terms and provisions of the Plan. An Award Agreement may be altered, amended, modified or suspended as provided in Section 7.2. An Award Agreement may be terminated as provided in Section 7.2 and elsewhere in the Plan including Sections 4.7, 4.8 and 4.9.

4.11 Issuance of Shares of Stock. Shares of Stock, when issued, may be represented by a certificate or by book or electronic entry.

4.12 Restrictions on Stock Received. The Committee may impose such conditions and restrictions on any shares of Stock issued pursuant to an Award as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Award recipient hold the shares of Stock for a specified period of time.

4.13 Compliance with Section 409A. The Plan and each Award Agreement under the Plan is intended to be exempt from the requirements of Section 409A. Awards may not be deferred in any manner if such deferral is subject to or must comply with the requirements of Section 409A.

4.14 Source of Shares Deliverable under Awards. Any shares of Stock delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued shares of Stock or of treasury shares of Stock.

4.15 Limitations on Vesting of Awards.

(a) Unless the applicable Award Agreement specifies otherwise, an Award shall not continue to vest after the Termination of Employment of the Award recipient for any reason.

(b) An Award granted under the Plan must include a minimum vesting period of at least one (1) year, provided, however, that an Award may provide that the Award will vest before the completion of such one (1)-year period upon the death or Disability of the original grantee of the Award or a Corporate Change.

Article V

RESTRICTED Stock AWARDS

5.1 Restricted Stock Awards. Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may make Awards of Restricted Stock under the Plan to eligible persons in such number and upon such terms as the Committee shall determine. The amount of and the vesting, transferability and forfeiture restrictions applicable to any Restricted Stock Award shall be determined by the Committee in its sole discretion, and may include vesting provisions based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion. If the Committee imposes vesting, transferability and forfeiture restrictions on a Holder’s rights with respect to Restricted Stock, the Committee may issue such instructions to the Company’s share transfer agent in connection therewith as it deems appropriate. The Committee may also cause the certificate for shares of Stock issued pursuant to a Restricted Stock Award to be imprinted with any legend which counsel for the Company considers advisable with respect to the restrictions or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law.

5.2 Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an Award Agreement that contains any vesting, transferability and forfeiture restrictions and other provisions not inconsistent with the Plan as the Committee may specify.

5.3 Holder’s Rights as Shareholder. Subject to the terms and conditions of the Plan, each recipient of a Restricted Stock Award shall have all the rights of a shareholder with respect to the shares of Restricted Stock included in the Restricted Stock Award during the Period of Restriction established for the Restricted Stock Award. Dividends paid with respect to Restricted Stock in cash or property other than shares of Stock or rights to acquire shares of Stock shall be paid to the recipient of the Restricted Stock Award currently. Dividends paid in shares of Stock or rights to acquire shares of Stock shall be added to and become a part of the Restricted Stock. During the Period of Restriction, certificates representing the Restricted Stock shall be registered in the Holder’s name and bear a restrictive legend to the effect that ownership of such Restricted Stock, and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Award Agreement. Such certificates shall be deposited by the recipient with the Secretary of the Company or such other officer or agent of the Company as may be designated by the Committee, together with all stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock which shall be forfeited in accordance with the Plan and the applicable Award Agreement.

Article VI

ADMINISTRATION

6.1 Awards. The Plan shall be administered by the Committee or, in the absence of the Committee the Plan shall be administered by the Board. The members of the Committee (that is not itself the Board) shall serve at the discretion of the Board. The Committee shall have full and exclusive power and authority to administer the Plan and to take all actions that the Plan expressly contemplates or are necessary or appropriate in connection with the administration of the Plan with respect to Awards granted under the Plan.

6.2 Authority of the Committee.

(a) The Committee shall have full and exclusive power to interpret and apply the terms and provisions of the Plan and Awards made under the Plan, and to adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business relating to the Plan or Awards made under the Plan, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. Any decision or determination reduced to writing and signed by a majority of the members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, or as to Awards granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his or her own part, including the exercise of any power or discretion given to him or her under the Plan, except those resulting from his or her own willful misconduct. In carrying out its authority under the Plan, the Committee shall have full and final authority and discretion, including the rights, powers and authorities to: (i) determine the persons to whom and the time or times at which Awards will be made; (ii) determine the number of shares of Stock covered in each Award subject to the terms and provisions of the Plan; (iii) determine the terms, provisions and conditions of each Award, which need not be identical; (iv) accelerate the time at which any outstanding Award will vest; (v) prescribe, amend and rescind rules and regulations relating to administration of the Plan; and (vi) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the Plan.

(b) The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award to an Award recipient in the manner and to the extent the Committee deems necessary or desirable to further the Plan's objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan.

(c) The Committee may employ attorneys, consultants, accountants, agents and other persons, any of whom may be an Employee, and the Committee, the Company, and its officers shall be entitled to rely upon the advice, opinions or valuations of any such person. As permitted by law and the terms and provisions of the Plan, the Committee may delegate to one or more of its members or to one or more officers of the Company or its Affiliates or other Employees or to one or more agents or advisors such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.

6.3 Decisions Binding. All determinations and decisions made by the Committee or the Board, as the case may be, pursuant to the provisions of the Plan and all related orders and resolutions of the Committee or the Board, as the case may be, shall be final, conclusive and binding on all persons, including the Company, its Affiliates, its shareholders, Holders and the estates and beneficiaries of Holders.

6.4 No Liability. Under no circumstances shall the Company, its Affiliates, the Board or the Committee incur liability for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Company’s, its Affiliates’, the Committee’s or the Board’s roles in connection with the Plan.

Article VII

AMENDMENT OR TERMINATION OF PLAN OR AWARD AGREEMENT

7.1 Amendment, Modification, Suspension and Termination of the Plan. Subject to Section 7.3, the Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan, provided, however, no amendment of the Plan shall be made without shareholder approval if shareholder approval is required by applicable law or stock exchange rules.

7.2 Amendment, Modification, Suspension and Termination of Award Agreement. Subject to Section 7.3, the Committee may, in its discretion and at any time and from time to time, alter, amend, modify, suspend or terminate any Award Agreement in whole or in part in any manner that it deems appropriate and that is consistent with the terms of the Plan or necessary to implement the requirements of the Plan.

7.3 Awards Previously Granted. Except as expressly provided otherwise under the Plan (including Sections 4.7, 4.8 and 4.9), no alteration, amendment, modification, suspension or termination of the Plan or an Award Agreement shall adversely affect in any material manner any Award previously granted under the Plan, without the written consent of the Holder holding such Award.

Article VIII

MISCELLANEOUS

8.1 Unfunded Plan/No Establishment of a Trust Fund. Holders shall have no right, title or interest whatsoever in or to any investments that the Company or any of its Affiliates may make to aid in meeting obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Holder, beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. No property shall be set aside nor shall a trust fund of any kind be established to secure the rights of any Holder under the Plan. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.

8.2 No Employment Obligation. The granting of any Award shall not constitute an employment or service contract, express or implied, and shall not impose upon the Company or any Affiliate any obligation to employ or continue to employ, or to utilize or continue to utilize the services of, any Holder. The right of the Company or any Affiliate to terminate the employment of any person shall not be diminished or affected by reason of the fact that an Award has been granted to such person, and nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate any Holder’s employment or service relationship at any time or for any reason not prohibited by law.

8.3 Tax Withholding.

(a) The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, state, local or foreign tax law to be withheld with respect to the vesting of an Award or lapse of restrictions on an Award. In the alternative, the Company may require the Holder to pay such sums for taxes directly to the Company or any Affiliate in cash or by check within one day after the date of vesting or lapse of restrictions.

(b) The Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of an Award by delivering to the Holder a reduced number of shares of Stock in the manner specified herein. If permitted by the Committee and acceptable to the Holder, at the time of the vesting of an Award with respect to which the Company or an Affiliate has a tax withholding obligation the Company or the Affiliate may (a) calculate the amount of the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the assumption that all such shares of Stock vested under the Award are made available for delivery, (b) reduce the number of such shares of Stock made available for delivery so that the Fair Market Value of the shares of Stock withheld on the date of the event giving rise to the withholding obligation approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury or other applicable governmental authorities, on behalf of the Holder, in the amount of the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to satisfy its Minimum Statutory Tax Withholding Obligation. Where the Fair Market Value of the withheld shares of Stock does not equal the amount of the Minimum Statutory Tax Withholding Obligation, the Company shall withhold shares of Stock with a Fair Market Value less than the amount of the Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the remaining minimum withholding obligation in some other manner permitted under this Section 8.3. The withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate.

(c) The Company shall have no obligation upon vesting of any Award or lapse of restrictions on an Award or other event requiring payment until the Company or an Affiliate has received payment from the Holder sufficient to cover the Minimum Statutory Tax Withholding Obligation of the Holder with respect to that vesting, lapse of restrictions or other event. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the existence of the tax or the amount which it will be required to withhold.

8.4 Gender and Number. If the context requires, words of one gender when used in the Plan shall include the other and words used in the singular or plural shall include the other.

8.5 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

8.6 Headings. Headings of Articles and Sections are included for convenience of reference only and do not constitute part of the Plan and shall not be used in construing the terms and provisions of the Plan.

8.7 Other Compensation Plans. The adoption of the Plan shall not affect any other incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of incentive compensation arrangements for Employees.

8.8 Retirement and Welfare Plans. Neither Awards made under the Plan nor shares of Stock paid pursuant to such Awards, may be included as “compensation” for purposes of computing the benefits payable to any person under the Company’s or any Affiliate’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a participant’s benefit.

8.9 Other Awards. The grant of an Award shall not confer upon the Holder the right to receive any future or other Awards under the Plan, whether or not Awards may be granted to similarly situated Holders, or the right to receive future Awards upon the same terms or conditions as previously granted.

8.10 Law Limitations/Governmental Approvals. The granting of Awards and the issuance of shares of Stock under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

8.11 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for shares of Stock issued under the Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and (b) completion of any registration or other qualification of the Stock under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

8.12 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue such shares of Stock as to which such requisite authority shall not have been obtained.

8.13 Investment Representations. The Committee may require any person receiving Stock pursuant to an Award under the Plan to represent and warrant in writing that the person is acquiring the shares of Stock for investment and without any present intention to sell or distribute such Stock.

8.14 No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, additional Awards or other property shall be issued or paid in lieu of fractional shares of Stock or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

8.15 Interpretation. The term “including” means “including without limitation”. The term “or” means “and/or” unless clearly indicated otherwise. The term “vest” includes the lapse of restrictions on Awards, including Forfeiture Restrictions. Reference herein to an “Article” or a “Section” shall be to an article or a section of the Plan unless indicated otherwise.

8.16 Governing Law; Venue. The provisions of the Plan and the rights of all persons claiming thereunder shall be construed, administered and governed under the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the sole and exclusive jurisdiction and venue of the federal or state courts of the State of Texas to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

Exhibit 4.3

FRIEDMAN INDUSTRIES, INCORPORATED
2016 RESTRICTED STOCK PLAN

FORM OF RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Friedman Industries, Incorporated, a Texas corporation (the “Company”), and [_______________________] (the “Participant”) effective as of [_______________________, 201___] (the “Grant Date”), pursuant to the Friedman Industries, Incorporated 2016 Restricted Stock Plan (the “Plan”), a copy of which previously has been made available to the Participant and the terms and provisions of which are incorporated by reference herein.

WHEREAS, the Company desires to grant to the Participant the shares of the Company’s common stock, $1.00 par value per share, specified herein (the “Shares”), subject to the terms and conditions of this Agreement; and

WHEREAS, the Participant desires to have the opportunity to hold the Shares subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(a) “Forfeiture Restrictions” means the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the Shares issued to the Participant hereunder and the obligation to forfeit and surrender such Shares to the Company in accordance with the terms and conditions of the Plan and this Agreement.

(b) “Period of Restriction” means the period during which Restricted Shares are subject to Forfeiture Restrictions and during which Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered.

Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.

2. Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Participant’s name [_________] shares of the Company’s common stock, $1.00 par value, as Restricted Shares. The Company shall cause certificates or electronic book entries evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Participant’s name. During the Period of Restriction such electronic book entries and certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Participant shall have the right to vote the Restricted Shares awarded to the Participant and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of shares of the Stock, with respect to such Restricted Shares, with the exception that (a) the Participant shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Participant may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance any certificates shall be delivered to such depository as may be designated by the Compensation Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award set forth in this Agreement the Participant accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

3. Transfer Restrictions. The Shares awarded hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Further, the Shares awarded hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. The Participant also agrees that the Company may (a) refuse to cause the transfer of the Shares to be registered on the applicable stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (b) give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares. On or prior to the Grant Date, the Shares granted hereby will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. A Prospectus describing the Plan and the Shares is available from the Company.

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4. Vesting/Lapse of Period of Restriction. The Restricted Shares awarded hereby are subject to the Forfeiture Restrictions. The Forfeiture Restrictions will lapse as to the Restricted Shares as provided below.

(a) Vesting in General. The Forfeiture Restrictions will lapse as to the Restricted Shares that are awarded hereby, and the Participant’s right to sell or other dispose of the Restricted Shares shall vest as follows:

[INSERT APPLICABLE VESTING PROVISIONS AS DETERMINED BY COMPENSATION COMMITTEE].

(b) Issuance of Shares Upon Vesting. Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby the Company shall cause to be delivered to the Participant a stock certificate or electronic book entry representing such Shares, and such Shares shall be transferable by the Participant (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law).

5. Capital Adjustments and Reorganizations. The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

6. Tax Withholding. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in income to the Participant for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or its subsidiaries or any Affiliate has a withholding obligation, the Participant shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company or its subsidiaries or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if the Participant fails to do so, the Company or its subsidiaries or any Affiliate is authorized to withhold from the Shares granted hereby or from any cash or stock remuneration then or thereafter payable to the Participant in any capacity any tax required to be withheld by reason of such resulting income, sufficient to satisfy the withholding obligation. The Company shall have no obligation to deliver a stock certificate or electronic book entry for the Shares granted hereby on lapse of the Forfeiture Restrictions until the Company, a proper subsidiary or other Affiliate has received payment sufficient to cover the withholding tax obligations described in this section.

7. Section 83(b) Election. The Participant shall not exercise the election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Shares without the prior written approval of the Chief Financial Officer of the Company. If the Chief Financial Officer of the Company permits the election, the Participant shall timely pay the Company the amount necessary to satisfy the Company’s attendant tax withholding obligations, if any.

8. No Fractional Shares. All provisions of this Agreement concern whole shares. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

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9. Employment Relationship. For purposes of this Agreement, the Participant shall be considered to be in the employment of the Company and its Affiliates as long as the Participant has an employment relationship with the Company and its Affiliates. The Compensation Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, for purposes of the Plan and the Compensation Committee’s determination shall be final and binding on all persons.

10. Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between the Participant and the Company, its subsidiaries or any of its Affiliates, to guarantee the right to remain employed by the Company, its subsidiaries or any of its Affiliates for any specified term or to require the Company, its subsidiaries or any of its Affiliates to employ the Participant for any period of time.

11. Legend. The Participant consents to the placing on the certificate or electronic book entry for the Shares an appropriate legend restricting resale or other transfer of the Shares except in accordance with all applicable securities laws and rules thereunder.

12. Notices. Any notice, instruction, authorization, request, demand or other communications required hereunder shall be in writing, and shall be delivered either by personal delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company’s principal business office and addressed to the attention of the Compensation Committee and to the Participant at the Participant’s residential address indicated in the records of the Company, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

13. Amendment and Waiver. Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Participant. Only a written instrument executed and delivered by the party waiving compliance hereof shall waive any of the terms or conditions of this Agreement. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than the Participant. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.

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14. Dispute Resolution. In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Compensation Committee.

15. Governing Law and Severability. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

16. Headings. Headings of Sections are included for convenience of reference only and do not constitute part of this Agreement and shall not be used in construing the terms and provisions of this Agreement.

17. Gender and Number. If the context requires, words of one gender when used in this Agreement will include the other genders, and words used in the singular or plural will include the other.

18. Successors and Assigns. Subject to the limitations which this Agreement imposes upon the transferability of the Shares awarded hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and the Participant, the Participant’s permitted assigns, executors, administrators, agents, legal and personal representatives.

19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

-5-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Participant has executed this Agreement, all effective as of the date first above written.

	FRIEDMAN INDUSTRIES, INCORPORATED


	By:
	Name:
	Title:



	PARTICIPANT:


	Name:

Irrevocable Stock Power

Know all men by these presents, that the undersigned, For Value Received, has bargained, sold, assigned and transferred and by these presents does bargain, sell, assign and transfer unto the Secretary of Friedman Industries, Incorporated, a Texas corporation (the “Company”), the Shares transferred pursuant to the Restricted Stock Award Agreement dated effective [______________________, 201___], between the Company and the undersigned; and subject to and in accordance with such Restricted Stock Award Agreement the undersigned does hereby constitute and appoint the Secretary of the Company the undersigned’s true and lawful attorney, IRREVOCABLY, to sell, assign, transfer, hypothecate, pledge and make over all or any part of such Shares and for that purpose to make and execute all necessary acts of assignment and transfer thereof, and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or his substitutes shall lawfully do by virtue hereof.

In Witness Whereof, the undersigned has executed this Irrevocable Stock Power effective the ______ day of __________________, 201____.


	Name:

Exhibit 5.1


December 21, 2016
	Norton Rose Fulbright US LLP
	1301 McKinney, Suite 5100
	Houston, Texas 77010-3095
Friedman Industries, Incorporated	United States
19747 Hwy 59 N, Suite 200
Humble, Texas 77338	Tel +1 713 651 5151
	Fax +1 713 651 5246
Ladies and Gentlemen:	nortonrosefulbright.com

We have acted as counsel to Friedman Industries, Incorporated, a Texas corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 500,000 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), that are reserved for issuance under the Friedman Industries, Incorporated 2016 Restricted Stock Plan (the “Plan”), as described in the Company’s Registration Statement on Form S-8 (as originally filed and as it may subsequently be amended, the “Registration Statement”).

In connection with this opinion, we have made such investigations of law as we have deemed appropriate and we have examined the Plan, the Articles of Incorporation and the Amended and Restated Bylaws of the Company, each as amended to date, and originals or copies of the corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, portable document, photostatic or other electronic copies, and the authenticity of the originals and delivery by the parties thereto of all documents submitted to us as copies. As to all questions of fact that are material to this opinion and that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon certificates of public officials, and we have assumed the factual representations set forth in the foregoing are accurate as of the date hereof.

Based upon the foregoing, and subject to the limitations and qualifications hereinafter set forth, we are of the opinion that following due authorization of a particular award as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company and that upon issuance and delivery of such Shares from time to time pursuant to the terms and conditions of such award, such Shares will be validly issued, fully paid and nonassessable.

The opinions expressed herein are limited to the applicable provisions of the laws of the State of Texas and the federal laws of the United States of America, and the rules and regulations and reported judicial and regulatory determinations thereunder, and we express no opinion with respect to the laws of any other state or jurisdiction. We expressly disclaim any obligation to advise you of any change in law or subsequent legal or factual developments that might affect any matter or opinions set forth herein.

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

Friedman Industries, Incorporated
19747 Hwy 59 N, Suite 200
Humble, Texas 77338
December 21, 2016
Page 2

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the reference to this firm wherever it appears in the Registration Statement. In giving such consent, we do not admit that we are acting within the category of persons whose consent is required under the Securities Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Norton Rose Fulbright US LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Friedman Industries, Incorporated of our report dated June 29, 2016, relating to the consolidated financial statements of Friedman Industries, Incorporated, and the financial statement schedule, appearing in the 2016 Annual Report to Shareholders and incorporated by reference in the Annual Report on Form 10-K of Friedman Industries, Incorporated for the year ended March 31, 2016.

/s/ Hein & Associates LLP

Houston, Texas

December 21, 2016

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