UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from          to         

METALLURG, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of organization)	13-1661467 (I.R.S. Employer Identification No.)
6 East 43rd Street New York, New York 10017 (Address of principal executive offices)	(212) 835-0200 (Registrant’s telephone number, including area code)

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

         Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes   No

         The number of shares of common stock, $0.01 par value, issued and outstanding as of November 13, 2001 was 5,000,000.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	ITEM 1 — FINANCIAL STATEMENTS
		CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
		NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                      RESULTS OF OPERATIONS
	ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
PART II — OTHER INFORMATION
	ITEM 6 – EXHIBITS AND REPORTS ON FORM 8-K
	SIGNATURES
EX-10.1: 2ND AMENDMENT TO AMEND/RESTATED LOAN AGMT
EX-10.2: 3RD AMENDMENT TO AMEND/RESTATED LOAN AGMT
EX-10.3: 4TH AMENDMENT TO AMEND/RESTATED LOAN AGMT

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

INDEX

					Page No.
Part I		FINANCIAL INFORMATION:
		Item 1-		Financial Statements (Unaudited)
				Condensed Statements of Consolidated Operations for the Quarters and the Three Quarters Ended September 30, 2001 and October 31, 2000.	2
				Condensed Consolidated Balance Sheets at September 30, 2001 and December 31, 2000.	3
				Condensed Statements of Consolidated Cash Flows for the Three Quarters Ended September 30, 2001 and October 31, 2000.	4
				Notes to Condensed Unaudited Consolidated Financial Statements	5-12
		Item 2 -		Management’s Discussion and Analysis of Financial Condition and Results of Operations	13-19
		Item 3 -		Quantitative and Qualitative Disclosure of Market Risk	20
Part II		OTHER INFORMATION:
		Item 6.	(a) EXHIBITS		21
		Item 6.	(b) REPORTS ON FORM 8-K		21
	Signature Page				22

1

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In thousands)

		Quarters Ended						Three Quarters Ended
		September 30,			October 31,			September 30,			October 31,
		2001			2000			2001			2000
Sales		$	113,893		$	117,942		$	380,022		$	376,085
Commission income			203			183			868			486
	Total revenue		114,096			118,125			380,890			376,571
Operating costs and expenses:
	Cost of sales		97,830			102,656			321,480			325,373
	Selling, general and administrative expenses		12,865			13,412			40,267			41,528
	Environmental expense recovery		–			–			(600	)		(750	)
	Total operating costs and expenses		110,695			116,068			361,147			366,151
	Operating income		3,401			2,057			19,743			10,420
Other income (expense):
	Other income, net		42			135			174			5,485
	Interest expense, net		(3,387	)		(2,499	)		(9,724	)		(7,848	)
	Income (loss) before income tax (benefit) provision and minority interest		56			(307	)		10,193			8,057
Income tax (benefit) provision			(49	)		1,200			5,004			4,691
	Income (loss) before minority interest		105			(1,507	)		5,189			3,366
Minority interest			(15	)		104			37			161
	Net income (loss)		90			(1,403	)		5,226			3,527
Other comprehensive income (loss):
	Foreign currency translation adjustment		1,319			(1,472	)		(1,495	)		(4,598	)
	Deferred income (loss) on derivatives		116			–			(76	)		–
	Comprehensive income (loss)	$	1,525		$	(2,875	)	$	3,655		$	(1,071	)

See notes to condensed unaudited consolidated financial statements.

2

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

			September 30,			December 31,
			2001			2000
			(Unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents		$	28,662		$	33,402
	Accounts and notes receivable, net			64,843			69,212
	Inventories			103,413			91,176
	Other current assets			13,758			14,820
		Total current assets		210,676			208,610
Property, plant and equipment, net				64,769			61,428
Other assets				21,903			20,117
		Total	$	297,348		$	290,155
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
	Short-term debt and current portion of long-term debt		$	6,146		$	11,305
	Trade payables			47,296			44,985
	Accrued expenses			28,122			27,335
	Other current liabilities			2,869			4,116
		Total current liabilities		84,433			87,741
Long-term Liabilities:
	Long-term debt			123,173			115,420
	Accrued pension liabilities			31,732			33,442
	Environmental liabilities, net			29,864			30,219
	Other liabilities			6,736			7,029
		Total long-term liabilities		191,505			186,110
		Total liabilities		275,938			273,851
Minority Interest				508			557
Shareholder’s Equity:
	Common stock			50			50
	Due from parent company			(19,714	)		(19,714	)
	Additional paid-in capital			49,166			47,666
	Accumulated other comprehensive loss			(8,062	)		(6,491	)
	Retained deficit			(538	)		(5,764	)
		Total shareholder’s equity		20,902			15,747
		Total	$	297,348		$	290,155

See notes to condensed unaudited consolidated financial statements.

3

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(In thousands)

			Three Quarters Ended
			September 30,			October 31,
			2001			2000
Cash Flows from Operating Activities:
Net income			$	5,226		$	3,527
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation and amortization			7,899			6,485
	Loss (gain) on sale of assets			77			(5,161	)
	Deferred income taxes			2,351			1,825
		Total		15,553			6,676
Change in operating assets and liabilities:
	Decrease (increase) in trade receivables			1,900			(819	)
	Increase in inventories			(13,824	)		(12,371	)
	Decrease (increase) in other current assets			457			(3,552	)
	Increase in trade payables and accrued expenses			5,240			4,486
	Restructuring payments			(48	)		(1,510	)
	Environmental payments			(1,376	)		(1,889	)
	Other assets and liabilities, net			(2,753	)		2,338
		Net cash provided by (used in) operating activities		5,149			(6,641	)
Cash Flows from Investing Activities:
Additions to property, plant and equipment				(11,872	)		(12,356	)
Proceeds from asset sales				97			8,417
Acquisitions, net of cash				(1,152	)		(11,196	)
Other, net				60			62
		Net cash used in investing activities		(12,867	)		(15,073	)
Cash Flows from Financing Activities:
Net proceeds of long-term debt				7,549			6,915
Net (repayment) borrowing of short-term debt				(4,057	)		5,877
Purchase of parent company debt				–			(19,714	)
Minority interest contribution				–			676
		Net cash provided by (used in) financing activities		3,492			(6,246	)
Effects of exchange rate changes on cash and cash equivalents				(514	)		(920	)
Net decrease in cash and cash equivalents				(4,740	)		(28,880	)
Cash and cash equivalents – beginning of period				33,402			58,611
Cash and cash equivalents – end of period			$	28,662		$	29,731

See notes to condensed unaudited consolidated financial statements.

4

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

         The accompanying condensed unaudited consolidated financial statements include the accounts of Metallurg, Inc. and its majority-owned subsidiaries (collectively, “Metallurg”). These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information pursuant to Accounting Principles Board Opinion No. 28. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The condensed consolidated balance sheet as of December 31, 2000 was derived from audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included for the interim period. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full year.

         Metallurg is a wholly owned subsidiary of Metallurg Holdings, Inc. (“Metallurg Holdings”) since the acquisition date of July 13, 1998. The financial statements do not reflect the pushdown of purchase accounting adjustments recorded by Metallurg Holdings.

         For further information, see the financial statements and footnotes thereto included in Metallurg’s audited consolidated financial statements for the year ended December 31, 2000.

         Effective December 31, 2000, Metallurg, Inc. changed from a fiscal year ending January 31 to a calendar year. As a result, Metallurg, Inc. no longer reports the results of its operating subsidiaries on a one-month lag. The quarter ended October 31, 2000 includes operating results of Metallurg, Inc., the parent holding company, for the three months ended October 31, 2000 and the operating results of its subsidiaries for the three months ended September 30, 2000. The three quarters ended October 31, 2000 include the results of Metallurg Inc., the parent holding company, for the nine months ended October 31, 2000 and the operating results of its subsidiaries for the nine months ended September 30, 2000.

         Certain prior year amounts were reclassified to conform to current year presentations.

2. Segments and Related Information

         Metallurg operates in one significant industry segment, the manufacture and sale of performance-enhancing additives mainly for the metallurgical industry. Metallurg is organized around its major production facilities in the U.S., the U.K., Germany and Brazil, which are supported by an established worldwide sales network. In addition to its own products, Metallurg distributes complementary products manufactured by third parties.

    Reportable Segments

         Shieldalloy Metallurgical Corporation (“Shieldalloy”) – This unit is comprised of two production facilities in the U.S. The New Jersey plant manufactures and sells aluminum alloy grain refiners and alloying tablets for the aluminum industry, metal powders for the welding industry and specialty ferroalloys for the superalloy and steel industries. The Ohio plant manufactures and sells ferrovanadium and vanadium-based chemicals used mostly in the steel and petrochemical industries.

         London & Scandinavian Metallurgical Co Limited and its subsidiaries (collectively, “LSM”) – This unit is comprised mainly of three production facilities in the U.K., one in Poland and another in Norway which manufacture and sell aluminum alloy grain refiners and alloying tablets for the aluminum industry, chromium metal and specialty ferroalloys for the steel and superalloy industries and aluminum powder for various metal powder-consuming industries. The Norwegian facility (“Hydelko”) was acquired on March 31, 2000.

5

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS – (Continued)

2. Segments and Related Information – (Continued)

         Gesellschaft fur Elektrometallurgie mbH and its subsidiaries (collectively, “GfE”) – This unit is comprised of two production facilities and a sales office in Germany. The Nuremberg plant manufactures and sells a wide variety of specialty products, including vanadium-based chemicals and sophisticated metals, alloys and powders used in the titanium, superalloy, electronics, telecommunications, biomedical and optics industries. The Morsdorf plant produces medical prostheses, implants and surgical instruments for orthopedic applications.

         Elektrowerk Weisweiler GmbH (“EWW”) – This production unit, also located in Germany, produces various grades of low carbon ferrochrome used in the superalloy, welding and steel industries.

         Companhia Industrial Fluminense (“CIF”) – This unit is comprised mainly of two production facilities in Brazil. The Sao Joao del Rei plant manufactures and sells aluminum alloy grain refiners and alloying tablets for the aluminum industry and metal oxides used in the telecommunications, superalloy and specialty metal industries. The Nazareno mine extracts and concentrates ores containing tantalum and niobium that are processed, along with other raw materials, into metal oxides at the Sao Joao del Rei plant.

         In addition to their manufacturing operations, Shieldalloy, LSM and GfE import and distribute complementary products manufactured by affiliates and third parties.

         Summarized financial information concerning Metallurg’s reportable segments is shown in the following table (in thousands). Each segment records direct expenses related to its employees and operations. The “Other” column includes corporate related items and results of subsidiaries not meeting the quantitative thresholds as prescribed by applicable accounting rules. Metallurg does not allocate general corporate overhead expenses to operating segments. There have been no material changes in segment assets from the amounts disclosed in the last annual report.

																		Intersegment			Consolidated
	Shieldalloy			LSM			GfE			EWW			CIF		Other			Eliminations			Totals
Quarter Ended September 30, 2001
Revenue from external customers	$	24,815		$	32,500		$	16,064		$	3,559		$	3,806	$	33,352					$	114,096
Intergroup revenue		995			12,515			2,131			4,796			6,826		4,404		$	(31,667	)		–
Income tax (benefit) provision		(323	)		(157	)		217			(34	)		734		(486	)		–			(49	)
Net (loss) income		(581	)		(557	)		(524	)		17			937		3,421			(2,623	)		90
Quarter Ended October 31, 2000
Revenue from external customers	$	28,608		$	31,606		$	19,191		$	3,023		$	3,934	$	31,763					$	118,125
Intergroup revenue		951			9,181			3,059			4,556			3,651		4,816		$	(26,214	)		–
Income tax (benefit) provision		(224	)		327			22			146			56		873			–			1,200
Net (loss) income		(314	)		391			96			276			931		(1,719	)		(1,064	)		(1,403	)

6

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS – (Continued)

2. Segments and Related Information – (Continued)

															Intersegment			Consolidated
	Shieldalloy			LSM		GfE			EWW		CIF		Other		Eliminations			Totals
Three Quarters Ended September 30, 2001
Revenue from external customers	$	75,920		$	103,307	$	61,829		$	10,406	$	11,667	$	117,761				$	380,890
Intergroup revenue		3,507			31,840		8,637			18,681		18,703		15,806	$	(97,174	)		–
Environmental expense recovery		(600	)		–		–			–		–		–		–			(600	)
Income tax (benefit) provision		(637	)		549		1,088			1,305		1,235		1,464		–			5,004
Net (loss) income		(1,696	)		759		1,022			2,195		3,366		19,255		(19,675	)		5,226
Three Quarters Ended October 31, 2000
Revenue from external customers	$	87,694		$	100,820	$	62,716		$	10,000	$	11,175	$	104,166				$	376,571
Intergroup revenue		2,975			32,409		9,722			16,364		10,728		13,137	$	(85,335	)		–
Environmental expense recovery		(750	)		–		–			–		–		–		–			(750	)
Income tax provision		658			1,337		395			847		60		1,394		–			4,691
Net income (loss)		970			2,822		(497	)		838		2,035		9,930		(12,571	)		3,527

3. Inventories

         Inventories, net of reserves, consist of the following (in thousands):

		September 30,		December 31,
		2001		2000
Raw materials		$	22,597	$	20,491
Work in process			4,189		2,854
Finished goods			73,097		64,781
Other			3,530		3,050
	Total	$	103,413	$	91,176

4. Contingent Liabilities

         Metallurg continues to respond to legal claims arising in the normal course of business. Management believes, based on the advice of counsel, that the outcome of such claims will not have a material adverse effect on Metallurg’s consolidated financial position, results of operations or liquidity. There can be no assurance, however, that future litigation or proceedings will not result in an adverse judgment against Metallurg, which could have a material adverse effect on Metallurg’s future results of operations or cash flows.

5. Earnings Per Share

         Earnings per share is not presented since Metallurg, Inc. is a wholly owned subsidiary of Metallurg Holdings.

7

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS – (Continued)

6. Recently Adopted Accounting Pronouncements

         Effective January 1, 2001, Metallurg adopted Financial Accounting Standards Board Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended (“SFAS 133”). As a result of adopting SFAS 133, Metallurg recognizes all derivatives on the balance sheet at fair value. Derivatives that are not designated hedges are adjusted to fair value through income. Changes in the fair value of derivatives that are designated hedges are either offset against the change in fair value of the hedged firm commitment through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings, depending on the nature of the hedge. The adoption of SFAS 133 did not have a material effect on Metallurg’s financial statements.

7. Recently Issued Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”, which establishes accounting and reporting standards for business combinations, and SFAS No. 142, “Goodwill and Other Intangible Assets”, which addresses the accounting and reporting of acquired goodwill and other intangible assets.

         In August 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement addresses financial accounting and reporting for the impairment and disposal of long-lived assets.

         The provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001. Metallurg is required to adopt SFAS No. 142 and No. 144 on January 1, 2002. Metallurg does not expect any of the above statements to have a material effect on its financial statements.

8

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS – (Continued)

8. Supplemental Guarantor Information

         In November 1997, Metallurg, Inc. issued $100 million principal amount of its 11% Senior Notes due 2007 (the “Senior Notes”). Under the terms of the Senior Notes, Shieldalloy, Metallurg Holdings Corporation, Metallurg Services, Inc., Metallurg International Resources, LLC and MIR (China), Inc. (collectively, the “Guarantors”), wholly owned subsidiaries of Metallurg, Inc., have fully and unconditionally guaranteed on a joint and several basis Metallurg, Inc.’s obligations to pay principal, premium and interest relative to the Senior Notes. Management has determined that separate, full financial statements of the Guarantors would not be material to potential investors and, accordingly, such financial statements are not provided. Supplemental financial information of the Guarantors is presented below.

Condensed Consolidating Statement of Operations (Unaudited)
Quarter Ended September 30, 2001
(In thousands)

					Combined			Combined
		Metallurg,			Guarantor			Non-Guarantor
		Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Total revenue					$	36,579		$	97,282		$	(19,765	)	$	114,096
Operating costs and expenses:
	Cost of sales					31,017			86,002			(19,189	)		97,830
	Selling, general and administrative expenses	$	1,404			2,529			9,295			(363	)		12,865
	Total operating costs and expenses		1,404			33,546			95,297			(19,552	)		110,695
	Operating (loss) income		(1,404	)		3,033			1,985			(213	)		3,401
Other income (expense):
	Other income, net		–			19,557			42			(19,557	)		42
	Interest (expense) income, net		(2,641	)		246			(992	)		–			(3,387	)
	Equity in earnings of subsidiaries		2,425			(19,300	)		(272	)		17,147			–
	(Loss) income before income tax (benefit) provision and minority interest		(1,620	)		3,536			763			(2,623	)		56
Income tax (benefit) provision			(1,710	)		770			891			–			(49	)
	Income (loss) before minority interest		90			2,766			(128	)		(2,623	)		105
Minority interest			–			–			(15	)		–			(15	)
	Net income (loss)		90			2,766			(143	)		(2,623	)		90
Other comprehensive income (loss):
	Foreign currency translation adjustment		1,319			1,271			2,660			(3,931	)		1,319
	Deferred income (loss) on derivatives		116			96			(96	)		–			116
	Comprehensive income	$	1,525		$	4,133		$	2,421		$	(6,554	)	$	1,525

9

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS – (Continued)

8. Supplemental Guarantor Information – (Continued)

Condensed Consolidating Statement of Operations (Unaudited)
Three Quarters Ended September 30, 2001
(In thousands)

						Combined			Combined
			Metallurg,			Guarantor			Non-Guarantor
			Inc.			Subsidiaries			Subsidiaries			Eliminations				Consolidated
Total revenue						$	124,811		$	317,742			$	(61,663	)	$	380,890
Operating costs and expenses:
	Cost of sales						108,617			272,608				(59,745	)		321,480
	Selling, general and administrative expenses		$	4,065			7,986			28,936				(720	)		40,267
	Environmental expense recovery			–			(600	)		–				–			(600	)
	Total operating costs and expenses			4,065			116,003			301,544				(60,465	)		361,147
	Operating (loss) income			(4,065	)		8,808			16,198				(1,198	)		19,743
Other income (expense):
		Other income, net		–			48,155			174				(48,155	)		174
		Interest (expense) income, net		(7,524	)		446			(2,646	)			–			(9,724	)
		Equity in earnings of subsidiaries		12,725			(43,371	)		968				29,678			–
		Income before income tax (benefit) provision and minority interest		1,136			14,038			14,694				(19,675	)		10,193
Income tax (benefit) provision				(4,090	)		3,564			5,530				–			5,004
		Income before minority interest		5,226			10,474			9,164				(19,675	)		5,189
Minority interest				–			–			37				–			37
		Net income		5,226			10,474			9,201				(19,675	)		5,226
Other comprehensive (loss) income:
		Foreign currency translation adjustment		(1,495	)		(426	)		(222	)			648			(1,495	)
		Deferred (loss) income on derivatives		(76	)		96			(288	)			192			(76	)
		Comprehensive income	$	3,655		$	10,144		$	8,691			$	(18,835	)	$	3,655

10

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS – (Continued)

8. Supplemental Guarantor Information – (Continued)

Condensed Consolidating Balance Sheet September 30, 2001 (Unaudited)
(In thousands)

							Combined			Combined
				Metallurg,			Guarantor			Non-Guarantor
				Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
	Cash and cash equivalents			$	21,845		$	1,231		$	15,453		$	(9,867	)	$	28,662
	Accounts, notes and loans receivable, net				25,512			31,541			62,747			(54,957	)		64,843
	Inventories				–			41,216			66,250			(4,053	)		103,413
	Other current assets				8,631			3,899			11,190			(9,962	)		13,758
			Total current assets		55,988			77,887			155,640			(78,839	)		210,676
Investments – intergroup					93,844			24,037			63,333			(181,214	)		–
Property, plant and equipment, net					758			16,566			47,445			–			64,769
Other assets					6,126			59,239			64,898			(108,360	)		21,903
			Total	$	156,716		$	177,729		$	331,316		$	(368,413	)	$	297,348
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
		Short-term debt and current portion of long-term debt								$	16,013		$	(9,867	)	$	6,146
		Trade payables		$	10,919		$	42,283			49,051			(54,957	)		47,296
		Accrued expenses			5,674			7,110			15,338			–			28,122
		Other current liabilities			–			9,962			2,869			(9,962	)		2,869
			Total current liabilities		16,593			59,355			83,271			(74,786	)		84,433
Long-term Liabilities:
		Long-term debt			100,000			–			23,173			–			123,173
		Accrued pension liabilities			858			–			30,874			–			31,732
		Environmental liabilities, net			–			27,551			2,313			–			29,864
		Other liabilities			18,363			–			49,298			(60,925	)		6,736
			Total long-term liabilities		119,221			27,551			105,658			(60,925	)		191,505
			Total liabilities		135,814			86,906			188,929			(135,711	)		275,938
Minority Interest					–			–			508			–			508
Shareholder’s Equity:
		Common stock			50			1,227			120,935			(122,162	)		50
		Due from parent company			(19,714	)		–			–			–			(19,714	)
		Additional paid-in capital			49,166			104,945			11,927			(116,872	)		49,166
		Accumulated other comprehensive (loss) income			(8,062	)		(4,956	)		14,734			(9,778	)		(8,062	)
		Retained deficit			(538	)		(10,393	)		(5,717	)		16,110			(538	)
			Total shareholder’s equity		20,902			90,823			141,879			(232,702	)		20,902
			Total	$	156,716		$	177,729		$	331,316		$	(368,413	)	$	297,348

11

METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS – (Continued)

8. Supplemental Guarantor Information – (Continued)

Condensed Consolidating Statement of Cash Flows (Unaudited)
Three Quarters Ended September 30, 2001
(In thousands)

						Combined			Combined
						Guarantor			Non-Guarantor
			Metallurg, Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities			$	(7,158	)	$	3,296		$	9,011					$	5,149
Cash Flows from Investing Activities:
	Additions to property, plant and equipment			(25	)		(4,952	)		(6,895	)					(11,872	)
	Proceeds from asset sales			11			–			86						97
	Other, net			60			–			(1,152	)					(1,092	)
		Net cash provided by (used in) investing activities		46			(4,952	)		(7,961	)					(12,867	)
Cash Flows from Financing Activities:
	Net (repayment) borrowing of intergroup debt			(964	)		1,303			(339	)					–
	Net proceeds of long-term debt			–			–			7,549						7,549
	Net repayment of short-term debt			–			–			(4,675	)	$	618			(4,057	)
	Dividends received (paid)			4,745			–			(4,745	)		–			–
		Net cash provided by (used in) financing activities		3,781			1,303			(2,210	)		618			3,492
Effects of exchange rate changes on cash and cash equivalents				–			–			(514	)		–			(514	)
Net decrease in cash and cash equivalents				(3,331	)		(353	)		(1,674	)		618			(4,740	)
Cash and cash equivalents – beginning of period				25,176			1,584			17,127			(10,485	)		33,402
Cash and cash equivalents – end of period			$	21,845		$	1,231		$	15,453		$	(9,867	)	$	28,662

12

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Forward-Looking Statements

         Certain matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q may constitute forward-looking statements for purposes of Section 21E of the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance and achievements of Metallurg to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Factors which may cause Metallurg’s results to be materially different include the cyclical nature of Metallurg’s business, Metallurg’s dependence on foreign customers (particularly customers in Europe), the economic strength of Metallurg’s markets generally and particularly the strength of the demand for aluminum, superalloys, titanium alloys, iron and steel in those markets, the accuracy of Metallurg’s estimates of the costs of environmental remediation and the extension or expiration of existing anti-dumping duties.

Overview

         Metallurg is a leading international producer and seller of high-quality specialty metals, alloys and metallic chemicals which are essential to the production of high-performance aluminum and titanium alloys, superalloys, steel and certain non-metallic materials for engineered applications in the aerospace, power supply, automotive, petrochemical processing and telecommunications industries. The industries that Metallurg supplies are cyclical.

         Over the first three quarters of 2001, production in the aluminum industry has subsided from the high levels of late 2000. The decline was particularly pronounced in the U.S. during this period, and recently has become more notable in Europe, Japan, and Southeast Asia. Demand for Metallurg’s aluminum products has thus been subdued in North America, but has held up well elsewhere during the first three quarters. Metallurg carried out a rationalization of its aluminum master alloys and grain refiner production activities during the second quarter in order to better utilize the capabilities of its various plants and better serve customers in this competitive and increasingly global marketplace. As a result, melting operations are now discontinued at Shieldalloy’s New Jersey facility and production has been increased at plants in the U.K., Norway and Brazil.

         The superalloy industry operated at a high capacity level during the first three quarters of 2001 to meet heavy U.S. demand for power generation equipment and aerospace materials, resulting in healthy demand for Metallurg’s chromium and high-purity niobium products.

         U.S. steel production has been quite depressed during the first three quarters of 2001 with output falling continuously over the second and third quarters due to the weakening economy and excess world supply. In the rest of the world, steel production remained relatively stable for the first half of the year, but dropped in the third quarter. Ferrovanadium demand in the U.S. was weak over the third quarter and prices drifted lower.

         During 2000, demand for electronic components containing tantalum increased sharply, which impacted the price of all tantalum materials as the year progressed. Metallurg benefited, particularly in the last twelve months, in its various tantalum operations from the consequent strengthening of its tantalum product prices. Prices and demand have declined in 2001, but Metallurg’s products continue to be priced at higher levels than in the corresponding periods of 2000.

         The third quarter is traditionally a time of weaker demand from our customers due to summer vacations in the northern hemisphere and this year the general weakening of world economic activity was also being increasingly felt. The tragic events of September 11th have had a further negative impact on the global economic outlook, and we are anticipating weakening demand and pricing for our products in the months to come.

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Results of Operations – The Quarter Ended September 30, 2001 Compared to the Quarter Ended October 31, 2000

         Metallurg operates in one significant industry segment, the manufacture and sale of performance-enhancing additives mainly for the metallurgical industry. Metallurg is organized around its major production facilities in the U.S., the U.K., Germany and Brazil, which are supported by an established worldwide sales network. In addition to its own products, Metallurg distributes products manufactured by third parties. This is a natural complement to Metallurg’s manufacturing operations and leverages its global sales staff by providing a broader product offering to existing customers without incurring significant additional overhead.

         Summarized financial information concerning Metallurg’s reportable segments is shown in the following table (in thousands). Each segment records direct expenses related to its employees and operations. The “Other” column includes corporate related items and results of subsidiaries not meeting the quantitative thresholds as prescribed by applicable accounting rules. Metallurg does not allocate general corporate overhead expenses to operating segments. There have been no material changes in segment assets from the amounts disclosed in the last annual report.

																				Intersegment			Consolidated
		Shieldalloy			LSM			GfE			EWW			CIF			Other			Eliminations			Totals
	Quarter Ended September 30, 2001
Total revenue		$	25,810		$	45,015		$	18,195		$	8,355		$	10,632		$	37,756		$	(31,667	)	$	114,096
Gross profit			1,527			2,405			3,241			345			2,282			7,042			(576	)		16,266
SG&A			2,362			2,664			3,370			416			429			3,987			(363	)		12,865
Operating (loss) income			(835	)		(259	)		(129	)		(71	)		1,853			3,055			(213	)		3,401
Interest (expense) income, net			(69	)		(479	)		(189	)		54			(182	)		(2,522	)		–			(3,387	)
Income tax (benefit) provision			(323	)		(157	)		217			(34	)		734			(486	)		–			(49	)
Net (loss) income			(581	)		(557	)		(524	)		17			937			3,421			(2,623	)		90
	Quarter Ended October 31, 2000
Total revenue		$	29,559		$	40,787		$	22,250		$	7,579		$	7,585		$	36,579		$	(26,214	)	$	118,125
Gross profit			1,890			3,862			3,650			844			994			4,449			(220	)		15,469
SG&A			2,577			2,814			3,309			441			409			3,862			–			13,412
Operating (loss) income			(687	)		1,048			341			403			585			587			(220	)		2,057
Interest income (expense), net			149			(354	)		(351	)		19			394			(2,356	)		–			(2,499	)
Income tax (benefit) provision			(224	)		327			22			146			56			873			–			1,200
Net (loss) income			(314	)		391			96			276			931			(1,719	)		(1,064	)		(1,403	)

Total Revenue

         Consolidated total revenue decreased by $4.0 million (3%) in the third quarter of 2001 as compared to the third quarter of 2000. Shieldalloy revenue was $3.7 million (13%) below the third quarter of 2000 due primarily to decreased selling prices of vanadium and aluminum products. LSM revenue was $4.2 million (10%) above the third quarter of 2000. An increase in sales volume and prices of aluminum products, chromium metal and ferrotitanium was offset by a discontinuation of sales of certain low-margin products sourced from third parties. GfE revenue was $4.1 million (18%) below the third quarter of 2000 due primarily to lower sales volume of third-party nickel, niobium and ferrovanadium products sold to the iron and steel industries. EWW revenue was $0.8 million (10%) above the third quarter of 2000 due primarily to increased sales volume of ferrochrome. CIF revenue was $3.0 million (40%) above the third quarter of 2000 due primarily to increased selling prices of tantalum products.

14

Gross Profit

         Gross profit increased to $16.3 million (14.3% of total revenue) in the quarter ended September 30, 2001 from $15.5 million (13.1% of total revenue) in the quarter ended October 31, 2000, an increase of 5%. Improved profitability in tantalum-containing and niobium products was offset somewhat by reduced profitability of ferrovanadium, ferrotitanium and aluminum products.

Selling, General and Administrative Expenses (“SG&A”)

         SG&A decreased slightly to $12.9 million in the quarter ended September 30, 2001 from $13.4 million in the quarter ended October 31, 2000. For the quarter ended September 30, 2001, SG&A represented 11.3% of total revenue compared to 11.4% for the quarter ended October 31, 2000.

Operating Income

         Operating income increased to $3.4 million in the quarter ended September 30, 2001 from $2.1 million in the quarter ended October 31, 2000, due primarily to the increase in gross profit, discussed above.

Interest Expense, Net

         Interest expense, net, is as follows (in thousands):

		Quarters Ended
		September 30,			October 31,
		2001			2000
Interest income		$	369		$	1,124
Interest expense			(3,756	)		(3,623	)
	Interest expense, net	$	(3,387	)	$	(2,499	)

         The decrease in interest income was due to lower interest rates in the current period and lower cash balances following the purchase of Metallurg Holdings’ Senior Discount Notes for $19.7 million in October 2000.

Income Tax (Benefit) Provision, Net

         Income tax (benefit) provision, net, is as follows (in thousands):

		Quarters Ended
		September 30,			October 31,
		2001			2000
Total current		$	(303	)	$	729
Total deferred			254			471
	Income tax (benefit) provision, net	$	(49	)	$	1,200

         The difference between the statutory federal income tax rate and Metallurg’s effective rate for the quarter ended September 30, 2001 is principally due to: (i) the excess of foreign tax rates over the statutory federal income tax rate; (ii) the U.S. taxability of foreign dividends; and (iii) certain deductible temporary differences which, in other circumstances would have generated a deferred tax benefit, have been fully provided for in a valuation allowance.

         The deferred tax provision is comprised mainly of (i) losses in certain foreign jurisdictions for which the related deferred tax was offset by a valuation allowance; and (ii) the deferred tax effects of certain deferred tax assets for which a corresponding credit has been recorded to “Additional paid-in capital”, of $0.4 million in the quarter ended September 30, 2001. The deferred tax expenses referred to in item (ii) above will not result in cash payments in future periods.

15

Net Income (Loss)

         Net income was $0.1 million in the quarter ended September 30, 2001 compared to a net loss of $1.4 million in the quarter ended October 31, 2000. The quarter ended September 30, 2001 benefited primarily from the increased gross margins, discussed above.

Results of Operations – The Three Quarters Ended September 30, 2001 Compared to the Three Quarters Ended October 31, 2000

																			Intersegment			Consolidated
		Shieldalloy			LSM			GfE			EWW		CIF			Other			Eliminations			Totals
	Three Quarters Ended September 30, 2001
Total revenue		$	79,427		$	135,147		$	70,466		$	29,087	$	30,370		$	133,567		$	(97,174	)	$	380,890
Gross profit			4,299			10,803			13,675			4,771		6,479			21,301			(1,918	)		59,410
SG&A			7,139			8,367			10,907			1,423		1,359			11,792			(720	)		40,267
Environmental expense recovery			(600	)		–			–			–		–			–			–			(600	)
Operating (loss) income			(2,240	)		2,436			2,768			3,348		5,120			9,509			(1,198	)		19,743
Interest (expense) income, net			(93	)		(1,230	)		(719	)		152		(519	)		(7,315	)		–			(9,724	)
Income tax (benefit) provision			(637	)		549			1,088			1,305		1,235			1,464			–			5,004
Net (loss) income			(1,696	)		759			1,022			2,195		3,366			19,255			(19,675	)		5,226
	Three Quarters Ended October 31, 2000
Total revenue		$	90,669		$	133,229		$	72,438		$	26,364	$	21,903		$	117,303		$	(85,335	)	$	376,571
Gross profit			7,823			13,353			11,325			3,213		2,903			12,637			(56	)		51,198
SG&A			7,661			8,580			10,617			1,560		1,159			11,951			–			41,528
Environmental expense recovery			(750	)		–			–			–		–			–			–			(750	)
Operating income			912			4,773			708			1,653		1,744			686			(56	)		10,420
Interest income (expense), net			716			(808	)		(1,014	)		32		342			(7,116	)		–			(7,848	)
Income tax provision			658			1,337			395			847		60			1,394			–			4,691
Net income (loss)			970			2,822			(497	)		838		2,035			9,930			(12,571	)		3,527

Total Revenue

         Consolidated total revenue increased by $4.3 million (1%) in the first three quarters of 2001 as compared to the first three quarters of 2000. Shieldalloy revenue was $11.2 million (12%) below the first three quarters of 2000. Increased sales volume of chrome products was more than offset by lower sales volume and prices of vanadium and aluminum products. LSM revenue was $1.9 million (1%) above the first three quarters of 2000. An increase in sales of aluminum products, due to increased sales volume of aluminum powder and master alloys and the acquisition of Hydelko on March 31, 2000, and higher sales volume of ferrotitanium and chromium metal were offset by a discontinuation of sales of certain low-margin products sourced from third parties. GfE revenue was $2.0 million (3%) below the first three quarters of 2000. Increased sales volume and selling prices of specialty coating materials and alloys for the titanium industry were more than offset by decreased volume and selling prices of third-party nickel, niobium and ferrovanadium products sold to the iron and steel industries. CIF revenue was $8.5 million (39%) above the first three quarters of 2000 due primarily to increased selling prices of tantalum products. Increased revenue at EWW and from distribution activities included in “Other” above was primarily the result of increased volume and/or selling prices of tantalum-containing products.

16

Gross Profit

         Gross profit increased to $59.4 million (15.6% of total revenue) in the three quarters ended September 30, 2001 from $51.2 million (13.6% of total revenue) in the three quarters ended October 31, 2000, an increase of 16%. Improved profitability in tantalum-containing and niobium products and specialty coating materials was offset somewhat by reduced profitability of ferrovanadium, ferrotitanium and aluminum products.

Selling, General and Administrative Expenses

         SG&A decreased slightly to $40.3 million in the three quarters ended September 30, 2001 from $41.5 million in the three quarters ended October 31, 2000. For the three quarters ended September 30, 2001, SG&A represented 10.6% of total revenue compared to 11.0% for the three quarters ended October 31, 2000.

Operating Income

         Operating income increased to $19.7 million in the three quarters ended September 30, 2001 from $10.4 million in the three quarters ended October 31, 2000, due primarily to the increase in gross profit, discussed above. In addition, Shieldalloy recognized an environmental expense recovery of $0.6 million in the three quarters ended September 30, 2001 compared to $0.8 million in the three quarters ended October 31, 2000 upon settlements of legal actions relating to environmental matters at its New Jersey facility.

Interest Expense, Net

         Interest expense, net, is as follows (in thousands):

		Three Quarters Ended
		September 30,			October 31,
		2001			2000
Interest income		$	1,397		$	2,787
Interest expense			(11,121	)		(10,635	)
	Interest expense, net	$	(9,724	)	$	(7,848	)

         The decrease in interest income was due to lower interest rates in the current year and lower cash balances following the purchase of Metallurg Holdings’ Senior Discount Notes for $19.7 million in October 2000.

Income Tax Provision, Net

         Income tax provision, net of tax benefits, is as follows (in thousands):

		Three Quarters Ended
		September 30,		October 31,
		2001		2000
Total current		$	2,653	$	2,866
Total deferred			2,351		1,825
	Income tax provision, net	$	5,004	$	4,691

         The difference between the statutory federal income tax rate and Metallurg’s effective rate for the three quarters ended September 30, 2001 is principally due to: (i) the excess of foreign tax rates over the statutory federal income tax rate; (ii) the U.S. taxability of foreign dividends; and (iii) certain deductible temporary differences which, in other circumstances would have generated a deferred tax benefit, have been fully provided for in a valuation allowance.

17

         The deferred tax provision is comprised mainly of (i) losses in certain foreign jurisdictions for which the related deferred tax was offset by a valuation allowance; (ii) the deferred tax effects of certain tax assets, primarily foreign net operating losses, for which the benefit had been previously recognized of $0.7 million in the three quarters ended September 30, 2001; and (iii) the deferred tax effects of certain deferred tax assets for which a corresponding credit has been recorded to “Additional paid-in capital”, of $1.5 million in the three quarters ended September 30, 2001. The deferred tax expenses referred to in items (ii) and (iii) above will not result in cash payments in future periods.

Net Income

         Net income was $5.2 million in the three quarters ended September 30, 2001 compared to $3.5 million in the three quarters ended October 31, 2000. The net income for the three quarters ended September 30, 2001 benefited primarily from the increased gross margins, discussed above, whereas the net income for the three quarters ended October 31, 2000 resulted primarily from a pre-tax gain of approximately $5.1 million, recorded in other income, on the sale of Metallurg’s interest in Solikamsk Magnesium Works.

Liquidity and Financial Resources

General

         Metallurg’s sources of liquidity include cash and cash equivalents, cash from operations and amounts available under credit facilities. At September 30, 2001, Metallurg had $28.7 million in cash and cash equivalents. Metallurg believes that these sources are sufficient to fund current and anticipated future requirements through the next twelve months.

         At September 30, 2001, Metallurg had working capital of $126.2 million, as compared to $120.9 million at December 31, 2000. For the first three quarters of 2001, Metallurg’s operations provided $5.1 million in cash primarily from net income.

Credit Facilities and Other Financing Arrangements

         Metallurg has a credit facility with certain financial institutions led by Fleet National Bank as agent (the “Revolving Credit Facility”) which provides Metallurg, Inc., Shieldalloy and certain of their subsidiaries with up to $50.0 million of financing resources, including a German subfacility (as discussed below). Interest is charged at a rate per annum equal to (i) LIBOR plus 2.0% - 2.5% or (ii) Prime plus up to 1%, based on the performance of Metallurg, Inc. and certain of its subsidiaries. The Revolving Credit Facility permits borrowings of up to $50.0 million for working capital requirements and general corporate purposes, up to $35.0 million of which may be used for letters of credit in the U.S. As part of the Revolving Credit Facility, Fleet National Bank, through its London office, makes available up to DM 20.5 million ($9.6 million) of financing to GfE, which is guaranteed by Metallurg, Inc. and the other U.S. borrowers under the Revolving Credit Facility. At September 30, 2001, no loans were outstanding and $23.2 million of letters of credit were outstanding in the U.S.

         During the second quarter, LSM extended and restructured its revolving credit facilities and term loans with Barclays Bank plc and HSBC Bank plc. The agreements provide LSM with several facilities. Three overdraft facilities provide LSM with up to £8.5 million ($12.5 million) of borrowings, £43.3 million ($63.8 million) in notional amount of foreign exchange contracts and options and £2.8 million ($4.1 million) for other ancillary banking arrangements, including bank guarantees. Borrowings under these facilities are payable on demand. Outstanding loans under this facility bear interest at a rate of 1.0% over the lender’s base rate. Four revolving term loan facilities provide for borrowings up to £12.0 million ($17.7 million) at interest rates of LIBOR plus 0.75% — 0.95%. LSM is required to pay fees ranging from 0.375% to 0.475% per annum on the unused portion of these facilities. Two of the facilities expire during the second quarter of 2004 while the other two expire during the second quarter of 2006. These term loan facilities require LSM to comply with various covenants, including the maintenance of minimum net worth and interest coverage. The proceeds from these loans were used to refinance existing term loans and overdraft facilities. At September 30, 2001, LSM had £1.7 million ($2.5 million) outstanding under the overdraft facilities and £12.0 million ($17.7 million) outstanding under the revolving term loan facilities.

18

         In addition, certain other foreign subsidiaries of Metallurg have credit facility arrangements with local banking institutions to provide funds for working capital and general corporate purposes. These local credit facilities contain restrictions that vary from company to company. At September 30, 2001, there were $2.5 million of outstanding loans under these local credit facilities.

Capital Expenditures

         Metallurg invested $11.9 million in capital expenditures during the first three quarters of 2001. Capital expenditures are expected to total approximately $18 million in 2001. Although Metallurg has projected these items in 2001, Metallurg has not committed purchases to vendors for all of these projects as some projects remain contingent on final approvals and other conditions and the actual timing of expenditures may extend into 2002. Metallurg believes that these projects will be funded through existing and future internally generated cash and credit lines.

Environmental Remediation Costs

         Losses associated with environmental remediation obligations are accrued when such losses are deemed probable and reasonably estimable. Such accruals generally are recognized no later than the completion of the remedial feasibility study and are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are generally not discounted to their present value. During the first three quarters of 2001, Metallurg expended $1.4 million for environmental remediation expenses that have been previously accrued.

         In 1997, Shieldalloy entered into settlement agreements with various environmental regulatory authorities with regard to all of the significant environmental remediation liabilities of which it is aware. Pursuant to these agreements, Shieldalloy has agreed to perform environmental remediation that, as of September 30, 2001, had an accrual of $31.2 million for the remaining estimated cost of completion. Of this amount, $0.7 million is expected to be expended in the last quarter of 2001, $3.6 million in 2002 and $2.3 million in 2003. In addition, Metallurg had accruals of $3.1 million for estimated expenditures with respect to environmental remediation at its foreign facilities. Of this amount, $0.8 million is expected to be expended over the next three years.

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ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

         Refer to the Market Risk section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Metallurg’s annual report on Form 10-K for the year ended December 31, 2000, which is incorporated by reference herein.

20

PART II — OTHER INFORMATION

ITEM 6 – EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS

10.1	Second Amendment to Amended and Restated Loan Agreement (dated as of October 29, 1999), dated as of November 3, 2000, by and among Metallurg, Inc., Shieldalloy Metallurgical Corporation and Metallurg International Resources, LLC, as Borrowers, Metallurg Services, Inc., MIR (China), Inc. and Metallurg Holdings Corporation, as Guarantors, and Fleet National Bank (formerly known as BankBoston, N.A.) as Agent for itself and the other financial institutions parties thereto, and the banks named therein.
10.2	Third Amendment to Amended and Restated Loan Agreement (dated as of October 29, 1999), dated as of July 2, 2001, among Metallurg, Inc., Shieldalloy Metallurgical Corporation and Metallurg International Resources, LLC, as Borrowers, Metallurg Services, Inc., Metallurg Holdings Corporation and MIR (China), Inc. as Guarantors, and Fleet National Bank (formerly known as BankBoston, N.A.) as Agent for itself and the other financial institutions parties thereto, and the banks named therein.
10.3	Fourth Amendment, dated as of July 2, 2001, to German Loan Agreement (dated as of October 20, 1997, as amended and restated as of July 22, 1998), by and among GfE Gesellschaft fur Elektrometallurgie mbH, GfE Umwelttecknik GmbH, GfE Giesserei-und Stahlwerksbedarf GmbH, GfE Metalle und Materialien GmbH, Keramed Medizintechnik GmbH and Fleet National Bank (formerly known as BankBoston, N.A.), London Branch.

(b) REPORTS ON FORM 8-K

None

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SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on November 13, 2001 on its behalf by the undersigned thereunto duly authorized.

METALLURG, INC.

By: /s/ Barry C. Nuss

Barry C. Nuss
Vice President, Finance and Chief Financial Officer

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