SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

FRIEDMAN INDUSTRIES, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

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(4) Date Filed:

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FRIEDMAN INDUSTRIES, INCORPORATED

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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

To the Shareholders of Friedman Industries, Incorporated:

The Annual Meeting of Shareholders of Friedman Industries, Incorporated
(the "Company") will be held at the offices of Fulbright & Jaworski L.L.P., 1301
McKinney, 51st Floor, Houston, Texas, on August 25, 1995, at 11:00 a.m. (local
time), for the following purposes:

(1) To elect a board of seven directors for the ensuing year.

(2) To approve the Friedman Industries, Incorporated 1995 Non-Employee
Director Stock Plan.

(3) To transact such other business as may properly come before the
meeting and any adjournment thereof.

The Board of Directors has fixed the close of business on July 14, 1995, as
the record date for the determination of shareholders entitled to receive this
notice and to vote at the meeting.

All shareholders are cordially invited to attend the meeting.

By Order of the Board of Directors,

BEN HARPER
Secretary

July 28, 1995
Houston, Texas

IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT IN THE ENCLOSED ENVELOPE TO ASSURE
REPRESENTATION OF YOUR SHARES. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN
PERSON OR BY YOUR PROXY.
3

FRIEDMAN INDUSTRIES, INCORPORATED
-------------------------------

PROXY STATEMENT
-------------------------------

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 25, 1995

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Friedman Industries, Incorporated (the
"Company"), 4001 Homestead Road, Houston, Texas 77028 (telephone number
713-672-9433) to be used at the Annual Meeting of Shareholders to be held on
Friday, August 25, 1995 (the "Annual Meeting"), at the offices of Fulbright &
Jaworski L.L.P., 1301 McKinney, 51st Floor, Houston, Texas, for the purposes set
forth in the foregoing notice of the meeting. Properly executed proxies received
in time for the meeting will be voted as directed therein, unless revoked in the
manner provided hereinafter. As to any matter for which no choice has been
specified in a proxy, the shares represented thereby will be voted by the
persons named in the proxy (i) for the election as director of the nominees
listed herein; (ii) for the proposal to approve and ratify the adoption of the
Friedman Industries, Incorporated 1995 Non-Employee Director Stock Plan (the
"Director Stock Plan"); and (iii) in the discretion of such persons, in
connection with any other business that may properly come before the meeting. If
the enclosed form of proxy is executed and returned, it may nevertheless be
revoked by the shareholder at any time before it is exercised pursuant to either
the shareholder's execution and return of a subsequent proxy or the
shareholder's voting in person at the Annual Meeting.

At the close of business on July 14, 1995, there were 5,832,195 shares of
Common Stock, $1 par value, of the Company ("Common Stock") outstanding. Holders
of record of the Common Stock on such date will be entitled to one vote per
share on all matters to come before the Annual Meeting.

The holders of a majority of the total shares of Common Stock issued and
outstanding on the record date, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. Any unvoted position in a brokerage account will be considered as not
voted and will not be counted toward fulfillment of quorum requirements. The
shares held by each shareholder who signs and returns the enclosed form of proxy
will be counted for purposes of determining the presence of a quorum at the
Annual Meeting.

The enclosed form of proxy provides a means for shareholders to vote for
all of the nominees listed therein, to withhold authority to vote for one or
more of such nominees or to withhold authority to vote for all of such nominees.
The withholding of authority by a shareholder will have no effect on the results
of the election of those directors for whom authority to vote is withheld
because the Company's bylaws provide that directors are elected by a plurality
of the votes cast.

Approval of the Director Stock Plan requires the affirmative vote of the
holders of a majority of the shares of Common Stock entitled to vote on the
proposal and present in person or represented by proxy at the Annual Meeting.
Under Texas law, any unvoted position in a brokerage account with respect to any
matter will not be considered as entitled to vote on the proposal. Therefore, a
broker non-vote will have no effect on the outcome of the proposal. Shares that
are represented at the Annual Meeting but abstain from voting will be counted as
shares entitled to vote on the proposal and will have the same effect as a vote
against the proposal.

The Company's Annual Report to Shareholders for the year ended March 31,
1995, including financial statements, is enclosed with this proxy statement. The
Annual Report to Shareholders does not constitute a part of the proxy soliciting
materials. This proxy statement is being mailed on or about August 1, 1995, to
shareholders of record as of July 14, 1995.

1
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ELECTION OF DIRECTORS
(PROPOSAL 1)

The persons who are elected directors will hold office until the next
Annual Meeting of Shareholders and until their successors are elected and shall
qualify. The Board of Directors currently consists of seven members.

It is intended that the persons named in the enclosed proxy will vote for
the election of the seven nominees named below. The management of the Company
does not contemplate that any of such nominees will become unavailable to serve
as a director. However, should any nominee of management be unable to serve as a
director or become unavailable for any reason, proxies which do not withhold
authority to vote for that nominee may be voted for another nominee to be
selected by management.

The following table sets forth the names of the nominees for election to
the Board of Directors, the principal occupation or employment of each of the
nominees, the period during which each nominee has served as a director of the
Company and the age of each nominee:

PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR MORE DIRECTOR
NOMINEE THAN THE LAST FIVE YEARS SINCE AGE
---- ---

Jack Friedman............... Chairman of the Board and Chief Executive 1965 74
Officer of the Company

Harold Friedman............. President and Chief Operating Officer of the 1965 65
Company

Charles W. Hall............. Partner, Fulbright & Jaworski L.L.P., 1974 65
Attorneys, Houston, Texas

Alan M. Rauch............... President, Ener-Tex International Inc. 1980 60
(oilfield equipment sales), Houston, Texas

Hershel M. Rich............. Private investor and business consultant, 1979 70
Houston, Texas

Henry Spira................. Retired, former Vice President of the Company 1965 90

Kirk K. Weaver.............. Chairman of the Board and Chief Executive 1981 50
Officer, LTI Technologies, Inc. (technical
services), Houston, Texas; also, since
1992, President, HB Larkin Corporation
(manufacturer of oilfield equipment),
Houston, Texas

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

The Securities Exchange Act of 1934 requires that the Company's directors,
executive officers and 10% shareholders report to the Securities and Exchange
Commission certain transactions involving Common Stock. The Company believes
that these filing requirements have been satisfied except that Mr. Rich was late
in filing a report regarding a stock purchase made in May 1995.

DIRECTOR FEES

With the exception of Harold and Jack Friedman, directors are paid $500 per
quarter. Harold and Jack Friedman receive no director fees. In addition, audit
committee members receive $500 for each committee meeting attended. See also
"Proposal to Adopt the 1995 Non-Employee Director Stock Plan."

BOARD OF DIRECTORS AFFILIATIONS AND CONTROL PERSONS

Messrs. Harold Friedman and Jack Friedman are brothers and the nephews of
Mr. Spira. Mr. Hall is a partner with Fulbright & Jaworski L.L.P., legal counsel
for the Company.

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5

Based on the amount of Common Stock owned by Messrs. Harold and Jack
Friedman, they may be deemed to be control persons of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

During fiscal 1995, the Board met four times. Messrs. H. Friedman, J.
Friedman and Spira attended all of the meetings. Messrs. Hall, Rauch, Rich and
Weaver attended three of the meetings.

The Board of Directors has an audit committee which consists of Messrs.
Hall, Rauch and Weaver. The audit committee discusses with the independent
accountants and management the scope of the audit examinations, reviews with the
independent accountants the audit budget, receives and reviews the Audit Report
submitted by the independent accountants, reviews with the independent
accountants internal accounting and control procedures and recommends
independent accountants for appointment as auditors. The audit committee met one
time in fiscal 1995, and Messrs. Hall and Weaver attended the meeting.

The Board of Directors has a compensation committee composed of Messrs.
Hall, Rauch and Weaver. The compensation committee considers and recommends for
approval by the Board of Directors adjustments to the compensation of the
executive officers of the Company and the implementation of any compensation
program. The compensation committee did not meet during fiscal 1995.

The Board does not have a nominating committee. Board of Directors nominees
are proposed by management.

EXECUTIVE COMPENSATION
REMUNERATION OF OFFICERS

The following table sets forth the aggregate amount of remuneration paid by
the Company for the three fiscal years ended March 31, 1995, 1994, and 1993 to
each of the Company's five most highly compensated executive officers, including
the Chief Executive Officer.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
--------------------
(a) (b) (c) (d) (i)
- ---------------------------------------------------- ----- ------ -------- --------
ALL
OTHER
COMPEN-
NAME AND SALARY BONUS(1) SATION
PRINCIPAL POSITION YEAR ($) ($) ($)
- ---------------------------------------------------- ----- ------ -------- -----------

Jack Friedman, 1995 110,000 57,624 4,413(2)
Chairman of the Board and Chief Executive Officer 1994 110,000 37,394 4,814(2)
1993 110,000 21,430 4,749(2)

Harold Friedman, 1995 106,700 57,624 16,519(2)
President and Chief Operating Officer 1994 106,700 37,394 16,503(2)
1993 106,700 21,430 16,704(2)

William Crow 1995 61,000 57,624 2,254(3)
Vice President and President of 1994 61,000 37,394 2,238(3)
Texas Tubular Products Division 1993 61,000 21,430 2,282(3)

Thomas Thompson 1995 61,000 57,624 2,254(3)
Vice President 1994 61,000 37,394 2,238(3)
1993 61,000 17,573 2,261(3)

Ben Harper 1995 61,000 57,624 2,254(3)
Vice President, Secretary/Treasurer 1994 61,000 37,394 2,238(3)
1993 61,000 21,430 2,275(3)

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

(1) Includes performance and Christmas bonuses both of which are paid at the
direction of the Board of Directors.

(2) Includes life insurance premiums paid by the Company of $2,159, $2,576 and
$2,275 in 1995, 1994 and 1993, respectively, on the life of Jack Friedman
and $14,265 in each of 1995, 1994 and 1993 on the life of Harold Friedman.
Under the terms of the policies, in the event of their death, the Company
will receive the cash surrender value of the policies and the remaining
proceeds will be paid to the beneficiaries designated by Jack or Harold
Friedman. Also includes payments of $2,254, $2,238 and $2,474 in 1995, 1994
and 1993, respectively, for the benefit of Jack Friedman and $2,254, $2,238
and $2,439 in 1995, 1994 and 1993, respectively, for the benefit of Harold
Friedman to the Company's profit sharing plan.

(3) Reflects payments made to the Company's profit sharing plan for the benefit
of each officer listed.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
WITH RESPECT TO COMPENSATION OF EXECUTIVE OFFICERS

Historically, the profits of the Company have been a principal factor in
determining the compensation of the Company's executive officers. The Committee
believes that the Company's net profit constitutes a significant measure of the
performance of the Company and should have a significant effect on executive
officer compensation. Accordingly, each of the Company's executive officers,
including the Chief Executive Officer, receives a base salary that the Committee
believes is modest in comparison to salaries received by persons holding similar
offices with other publicly held companies, plus a quarterly cash bonus based on
a percentage of the Company's quarterly net income.

The base salary and percentage of net income constituting the cash bonus
for each of the named executive officers was not adjusted in the fiscal year
ended March 31, 1995 from the prior year. During the fiscal year ended March 31,
1995, each of the named executive officers received cash bonuses of 2% of the
Company's net income.

Because the Chief Executive Officer and Chief Operating Officer already
have a significant equity interest in the Company, the Committee believes that
their interests are already aligned with those of the Company's shareholders
and, therefore, compensation in the form of cash, as compared to a combination
of cash and equity securities, is appropriate. The Board believes that
compensation in the form of equity securities is more appropriate for the other
executive officers and key employees of the Company. Accordingly, the Company
maintains a stock option plan in which its other executive officers and other
key employees participate. No options were granted under such plan during the
fiscal year ended March 31, 1995.

July 24, 1995
Charles W. Hall
Alan M. Rauch
Kirk K. Weaver

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended March 31, 1995, the Board of Directors formed
the Compensation Committee composed of Charles W. Hall, Alan M. Rauch and Kirk
K. Weaver, all of whom are outside directors. During such fiscal year, no
executive officer of the Company served as (i) a member of the compensation
committee of another entity, one of whose executive officers served as a
director of the Company or (ii) a director of another entity, one of whose
executive officers served as a member of the Compensation Committee.

OTHER TRANSACTIONS

Operating under the name Site Guard, Howard Henderson, the son of Ted
Henderson, a Vice President of the Company, provided tubular processing and
other related services to the Company's Texas Tubular operation during the year
ended March 31, 1995. The Company paid Site Guard an aggregate of approximately
$655,000 for such services. The Company believes that such services were
provided on terms at least as favorable to the Company as could have been
obtained from unaffiliated parties.

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PERFORMANCE GRAPH

The following graph compares the percentage change in the Company's
cumulative total shareholder return on the Common Stock with the total
cumulative return on the American Stock Exchange Market Value Index ("MVI") and
the American Stock Exchange Capital Goods Index ("CGI") for each fiscal year
indicated. The graph is based on the assumption that $100 is invested in the
Common Stock of the Company, the MVI and the CGI on the last day of fiscal 1990
and that all dividends are reinvested. The Company is traded principally on the
American Stock Exchange which classifies the Company in its "Capital Goods"
group. Accordingly, the Company considers the CGI to be an appropriate peer
group.

COMPARISON OF 5 YEAR CUMULATIVE RETURN

American America n
Stock Stock
Friedman Exchange Exchange
Measurement Period Industries, Market Value Capital Goods
(Fiscal Year Covered) Inc. Index Index

1990 100.00 100.00 100.00
1991 99.48 99.30 100.29
1992 129.99 109.20 110.97
1993 121.38 117.05 109.26
1994 186.60 122.49 129.41
1995 201.91 128.38 129.77

The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A and 14C under the Securities Exchange Act of 1934 or to the
liabilities of Section 18 under such Act.

PROPOSAL TO ADOPT THE NON-EMPLOYEE DIRECTOR STOCK PLAN
(PROPOSAL 2)

On July 26, 1995, the Board of Directors adopted, subject to shareholder
approval, the Director Stock Plan, which provides for the granting of shares of
stock to non-employee directors of the Company. A copy of the Director Stock
Plan is attached as Exhibit A. The purpose of the Director Stock Plan is to
promote the interests of the Company and its shareholders by linking the
personal interests of the non-employee directors to those of the Company's
shareholders and to attract and retain persons of outstanding competence to
serve as directors of the Company. The Director Stock Plan, and any awards of
Common Stock that may be granted thereunder, are subject to the approval by the
Company's shareholders at the Annual Meeting. The following summary of the
Director Stock Plan is necessarily incomplete and is, therefore, qualified in
its entirety by reference to the Director Stock Plan itself.

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Administration. The Director Stock Plan is to be administered by a
committee of all members of the Board of Directors who are full-time employees
of the Company. However, as the Director Stock Plan is intended to comply with
the "formula award" exception for grants, as set forth in the rules promulgated
under the Securities Exchange Act of 1934, as amended, the committee will have
no power to determine the eligibility for, timing of, or number of shares
subject to, the grant of any award thereunder.

Stock Subject to the Plan. A total of 10,000 shares of Common Stock has
been reserved for issuance under the Director Stock Plan. Common Stock awarded
under the Director Stock Plan may consist of authorized but unissued shares or
shares reacquired by the Company and held as treasury stock. The number of
shares available for issuance under the Director Stock Plan will be adjusted
upward or downward, as the case may be, in the event of any stock split, stock
dividend (other than a stock dividend of 5% or less), recapitalization or other
similar change in capitalization affecting the shares.

Eligibility. Only non-employee directors of the Company are eligible to
participate in the Director Stock Plan. A director who retires from employment
with the Company will become eligible to participate in the Plan and will be
entitled to receive a grant of shares of Common Stock upon re-election as a
director of the Company. There are currently five non-employee directors of the
Company.

Stock Grants. Subject to shareholder approval, each non-employee director
on September 1, 1995 will be granted 400 shares of Common Stock. On each
September 1 thereafter, for so long as the Director Stock Plan is in effect and
shares are available for grant thereunder, each non-employee director who has
served as a director of the Company for at least the 12 immediately preceding
calendar months will be granted 400 shares of Common Stock.

Amendments. The Board of Directors of the Company has the power to modify,
revise or terminate the Director Stock Plan. However, unless it shall have
obtained the approval of a majority of the shareholders of the Company, the
Board of Directors may not (i) increase the maximum number of shares of Common
Stock that may be granted under the Director Stock Plan; (ii) materially modify
the requirements for eligibility for participation under the Director Stock
Plan; or (iii) materially increase the benefits accruing to participants in the
Director Stock Plan. In no event may the Director Stock Plan be amended more
frequently than once every six months.

Effective Date and Duration. The Director Stock Plan shall become
effective upon being approved and adopted by the shareholders of the Company.

New Plan Benefits. Assuming the shareholders of the Company approve the
Director Stock Plan, the following shares of Common Stock will be granted under
such plan during 1995 to the following directors, none of whom are employees of
the Company:

SHARES DOLLAR
NAME AND POSITION GRANTED VALUE*
----------------- ------- ------

Non-Employee Directors:

Charles W. Hall............................................ 400 $1,550

Alan M. Rauch.............................................. 400 1,550

Hershel M. Rich............................................ 400 1,550

Henry Spira................................................ 400 1,550

Kirk K. Weaver............................................. 400 1,550

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* Based upon the fair market value of the Common Stock at July 24, 1995.

Tax Consequences. The grant of shares of Common Stock under the Director
Stock Plan will have income tax consequences for both the Company and the
non-employee directors. Each non-employee director generally will realize
ordinary income in the year in which the shares of Common Stock are granted in
an amount equal to the fair market value of the shares on the grant date. The
Company ordinarily will be entitled to a tax deduction in an amount equal to the
fair market value of the shares on the grant date.

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9

Transferability. A non-employee director's rights and interest under the
Director Stock Plan may be assigned or transferred only by will, the laws of
descent and distribution or a qualified domestic relations order.

The Board of Directors has unanimously approved the Director Stock Plan.
However, the Director Stock Plan will not be implemented unless the holders of a
majority of the shares of Common Stock, present in person or represented by
proxy and entitled to vote at the Annual Meeting, vote "for" the approval of the
Director Stock Plan. The enclosed form of proxy provides a means for a
shareholder to vote for the approval of the Director Stock Plan, to vote against
such approval or to abstain from voting on the proposal. Each properly executed
proxy received in time for the meeting will be voted as specified therein. If a
shareholder executes and returns a proxy but does not specify otherwise, the
shares represented by such shareholder's proxy will be voted "for" the approval
of the Director Stock Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information concerning directors,
nominees for director, officers and directors as a group and persons who owned
of record more than 5% of the Common Stock as of June 30, 1995:

AMOUNT
AND
NATURE PERCENTAGE
OF OF
BENEFICIAL SHARES
NAME OWNERSHIP(A) OUTSTANDING
---- ------------ -----------

Jack Friedman.................................... 985,964 16.9%
P.O. Box 21147
Houston, Texas 77226

Harold Friedman.................................. 1,091,518 18.7%
P.O. Box 21147
Houston, Texas 77226

Dimensional Fund Advisors Inc.................... 342,953(b) 5.9%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

Henry Spira...................................... 229,757 3.9%

Charles W. Hall.................................. 2,060 *

Alan M. Rauch.................................... 23,368 *

Hershel M. Rich.................................. 40,823(c) *

Kirk K. Weaver................................... 2,408 *

Officers and directors as a group
(12 persons)................................... 2,495,477(c)(d) 42.3%

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

* Less than 1%.

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10

(a) Based upon information obtained from the officers, directors, director
nominees and beneficial owners. Includes all shares beneficially owned
according to the definition of "beneficial ownership" in the rules
promulgated pursuant to the Securities Exchange Act of 1934. Except as
otherwise indicated, the indicated person has sole voting and investment
power with respect to the shares. To the Company's knowledge, the only
other record owner of Common Stock having more than 5% of the voting power
of such class of security is Cede & Co. The Company is informed that Cede &
Co. is a nominee name for The Depository Trust Company, a stock clearing
corporation. The shares of Common Stock held by Cede & Co. are believed to
be held for the accounts of various brokerage firms, banks and other
institutions, none of which, to the Company's knowledge, owns beneficially
more than 5% of the Common Stock except as described above.

(b) Based upon information contained in a Schedule 13G dated January 30, 1995,
and otherwise received from the listed owner, Dimensional Fund Advisors
Inc. ("Dimensional"). Dimensional, a registered investment advisor, is
deemed to have beneficial ownership of 342,953 shares of the Company's
Common Stock as of December 31, 1994, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.

(c) Does not include 19,274 shares and 3,481 shares beneficially owned and
voted by the spouses of Mr. Rich and of an officer, respectively, as to
which shares beneficial ownership is disclaimed.

(d) Includes 63,815 shares that are subject to acquisition within 60 days.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

Ernst & Young LLP served as the Company's principal independent accountants
for the 1995 fiscal year and has been recommended by the audit committee to so
serve for the current year. Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting, shall have the opportunity to make a statement
if they so desire and will be available to respond to appropriate questions.

PROPOSALS OF SHAREHOLDERS

Proposals of shareholders intended to be included in the Company's proxy
statement and form of proxy for the 1996 Annual Meeting of Shareholders must be
received at the Company's principal offices at 4001 Homestead Road, Houston,
Texas 77028 on or before April 2, 1996.

GENERAL

Management knows of no other matter to be presented at the meeting. If any
other matter should be presented upon which a vote may properly be taken, it is
intended that shares represented by the proxies in the accompanying form will be
voted with respect thereto in accordance with the best judgment of the person or
persons voting such shares.

The cost of solicitation of proxies in the accompanying form will be paid
by the Company. In addition to solicitation by use of the mails, certain
directors, officers and regular employees of the Company may solicit the return
of proxies by telephone, telegram or personal interviews.

By Order of the Board of Directors,

BEN HARPER
Secretary
July 28, 1995

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11

EXHIBIT A

FRIEDMAN INDUSTRIES, INCORPORATED

1995 NON-EMPLOYEE DIRECTOR STOCK PLAN

SECTION 1. PURPOSE.

The purpose of the Friedman Industries, Incorporated 1995 Non-Employee
Director Stock Plan is to promote the interests of Friedman Industries,
Incorporated and its shareholders by providing it with a mechanism to enable the
Company to attract and retain persons with outstanding qualifications to serve
as directors of the Company and to provide the directors with a financial
interest in the Company through the ownership of stock of the Company.

SECTION 2. DEFINITIONS.

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

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

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

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

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

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

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

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

(J) "Plan" shall mean this Friedman Industries, Incorporated 1995
Non-Employee Director Stock Plan.

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

SECTION 3. ADMINISTRATION.

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

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

SECTION 4. ELIGIBILITY.

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

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12

SECTION 5. STOCK SUBJECT TO THE PLAN.

There shall be reserved for Awards under the Plan an aggregate of 10,000
shares of Common Stock. Such shares shall be, in whole or in part, authorized
but unissued shares of Common Stock or previously issued and outstanding shares
that have been reacquired by the Company.

SECTION 6. GRANTS OF AWARDS.

Subject to shareholder approval of this Plan, on September 1, 1995, each
Outside Director shall be granted 400 shares of Common Stock without any further
action required to be taken by the Board or any committee of the Board. On each
September 1 thereafter, for so long as this Plan is in effect and shares are
available for the grant of Awards hereunder, there shall be granted to each
Outside Director who has served as a director of the Company for at least the 12
immediately preceding calendar months, 400 shares of Common Stock.

Awards of Common Stock under this Plan shall be in consideration of the
past services of each such Outside Director to the Company, which services are
found to have a value in excess of the aggregate par value ($1.00 per share) of
the Common Stock subject to such Award.

SECTION 7. MERGERS AND OTHER CORPORATE CHANGES.

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

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

SECTION 8. REQUIREMENTS OF LAW.

The shares issued under this Plan have not been registered under the
Securities Act. Each certificate for such shares may bear the following legend
or any other legend which counsel for the Company considers necessary or
advisable to comply with the Securities Act:

"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH
REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR
SUCH SALE OR TRANSFER."

The Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act (as now in effect or as hereafter
amended) and, if any shares are so registered, the Company may remove any legend
on certificates representing such shares. The Company shall not be obligated to
take any other affirmative action to cause the issuance of shares pursuant
hereto to comply with any law or regulation of any governmental authority.

Shares received under the Plan may be deemed "restricted securities" for
purposes of the Securities Act and, accordingly, sales by the recipient thereof
may be subject to satisfaction of a holding period specified in Rule 144
promulgated under the Securities Act.

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13

SECTION 9. WITHHOLDING TAXES.

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

SECTION 10. ADJUSTMENT IN THE EVENT OF CHANGES OF COMMON STOCK.

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

SECTION 11. AMENDMENTS AND TERMINATION.

The Board may at any time terminate, modify or amend the Plan in such
respects as it shall deem advisable; provided, however, that the Board may not,
without approval or consent of the holders of a majority of the voting power of
the outstanding shares of Common Stock:

(a) increase (except as provided in Section 10) the maximum number of
shares which may be issued pursuant to Awards granted under the Plan;

(b) materially modify the requirements for eligibility for participation
under the Plan; or

(c) materially increase the benefits accruing to participants under the
Plan, unless, in each such case, the Board of Directors of the Company
shall have obtained an opinion of legal counsel to the effect that
shareholder approval of the amendment is not required (i) by law, (ii)
by any applicable rules and regulations of, or any agreement with, the
American Stock Exchange, Inc. or any other national securities exchange
on which the Common Stock may then be listed or (iii) in order to make
available to any recipient of an Award the benefits of Rule 16b-3 of
the Rules and Regulations under the Exchange Act or any similar or
successor rule.

In no event, however, may the Plan be amended more than once in a six-month
period.

SECTION 12. MISCELLANEOUS PROVISIONS.

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

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

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

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

A-3
14

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

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

SECTION 13. EFFECTIVENESS OF THE PLAN.

The Plan shall be submitted to the shareholders of the Company for approval
and adoption. The Plan shall not be effective unless and until the Plan has been
so approved and adopted by the Company's shareholders, or the Committee shall
have received an opinion of legal counsel to the effect that such approval is
not required by law or in order to make available to any recipient of an Award
the benefits of Rule 16b-3 promulgated under the Exchange Act; provided,
however, that grants of Awards under the Plan may be made prior to such approval
as long as such grants are made subject to such approval.

SECTION 14. GOVERNING LAW.

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

A-4
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FRIEDMAN INDUSTRIES, INCORPORATED
P | PROXY -- ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 25, 1995
| THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R |
| The undersigned shareholder of Friedman Industries, Incorporated (the "Company") hereby appoints Jack
O | Friedman and Harold Friedman, and each of them, proxies of the undersigned, with full power of substitution,
| to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of Fulbright &
X | Jaworski L.L.P., 1301 McKinney, 51st Floor, Houston, Texas, on August 25, 1995, at 11:00 a.m. (local time),
| and at any adjournment thereof, the number of votes which the undersigned would be entitled to cast if
Y | personally present.
|
PLEASE | (1) Election of directors
SIGN | / / FOR all nominees listed below / / WITHHOLD AUTHORITYPLEASE
ON | (except as marked to the contrary below) to vote for all nominees listed below
REVERSE |
SIDE | (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE
AND | NOMINEE'S NAME IN THE LIST BELOW.)
RETURN |
IN THE | J. Friedman, H. Friedman, H. Spira, K. Weaver, A. Rauch, H. Rich and C. Hall
ENCLOSED |
ENVELOPE |
(2) Proposal to approve the adoption of the Friedman Industries, Incorporated 1995 Non-Employee Director
Stock Plan

/ / FOR / / AGAINST / / ABSTAIN

(3) In their discretion the proxies are authorized to vote on such other matters as may properly come before
the meeting or any adjournment thereof.

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

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(CONTINUED FROM OTHER SIDE)

For additional disclosure, please see the Notice of Annual Meeting
of Shareholders and the Proxy Statement each dated July 28, 1995
relating to such meeting, receipt of which is hereby acknowledged.

UNLESS OTHERWISE DIRECTED BY THE SHAREHOLDER, THIS PROXY WILL BE
VOTED FOR THE DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE AND FOR
APPROVAL OF THE FRIEDMAN INDUSTRIES, INCORPORATED 1995 NON-EMPLOYEE
DIRECTOR STOCK PLAN. ANY PROXY OR PROXIES HERETOFORE GIVEN BY THE
UNDERSIGNED ARE HEREBY REVOKED.

If your address below is incorrect, please make necessary changes
on this proxy.

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

---------------------------
Signature of Shareholder(s)

Please sign your name here
exactly as it appears
hereon. Joint owners should
each sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as it appears
hereon.
Dated , 1995
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