SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                              ----------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                              ----------------

                                MAY 21, 1999
              -----------------------------------------------
              DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)


                            NIAGARA CORPORATION
              ------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


               DELAWARE                     0-22206            59-3182820
        ----------------------------     -----------       ------------------
         (STATE OR OTHER JURISDICTION    (COMMISSION        (I.R.S. EMPLOYER
             OF INCORPORATION)           FILE NUMBER)      IDENTIFICATION NO.)

                             667 MADISON AVENUE
                             NEW YORK, NEW YORK
                   --------------------------------------
                  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                   10021
                                 ---------
                                 (ZIP CODE)

                               (212) 317-1000
             --------------------------------------------------
            (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                               NOT APPLICABLE
                 -----------------------------------------
                 (FORMER NAME OR FORMER ADDRESS, IF CHANGED
                             SINCE LAST REPORT)



           ITEM 5.    ACQUISITION OR DISPOSITION OF ASSETS.

           On May 21, 1999, pursuant to a Sale of Business Agreement dated
 April 16, 1999 among Niagara Corporation, a Delaware corporation
 ("Niagara"), Niagara LaSalle (UK) Limited, an English company and a wholly
 owned subsidiary of Niagara ("Niagara UK"), Glynwed International Plc, an
 English company ("Glynwed"), and Glynwed Steels Limited, an English
 company and a subsidiary of Glynwed ("Glynwed Steels"), Niagara UK
 purchased from Glynwed Steels the equipment, inventory and certain other
 assets of Glynwed's steel bar division (the "Division") for pound
 sterling21,202,000 (approximately $34 million), subject to a post closing
 adjustment based upon the value of the net assets transferred. A copy of
 the press release announcing the consummation of this acquisition is
 attached hereto as Exhibit 99.1.

           The purchase of the Division was financed in part pursuant to a
 bank facilities agreement (the "Facilities Agreement") entered into on May
 21, 1999 between National Westminster Bank Plc ("National Westminster")
 and Niagara UK. The Facilities Agreement provides for a pound sterling10
 million (approximately $16 million) seven-year term loan and a pound
 sterling9.8 million (approximately $15.7 million) three-year revolving
 credit facility. A copy of the Facilities Agreement is attached hereto as
 Exhibit 4.1. The obligations of Niagara UK under the Facilities Agreement
 are secured by standby letters of credit issued by Manufacturers and
 Traders Trust Company ("M&T") to National Westminster (the "Letters of
 Credit") and substantially all of the assets of Niagara UK (for the
 benefit of M&T). Niagara UK's agreement to reimburse M&T for drawdowns
 under the Letters of Credit is guaranteed by Niagara and its subsidiaries,
 Niagara LaSalle Corporation ("Niagara LaSalle") and LaSalle Steel Company
 ("LaSalle"), which guarantys are secured by substantially all of the
 assets of Niagara LaSalle and LaSalle.

           Principal of the term loan under the Facilities Agreement
 amortizes in monthly installments commencing on May 31, 2000 and ending on
 April 30, 2006. The principal repayment installments on the term loan
 escalate throughout its term. Revolving credit loans made pursuant to the
 Facilities Agreement are based upon a percentage of eligible accounts
 receivable and inventory and will mature on May 21, 2002. Interest on the
 term and revolving credit loans accrue at the LIBOR rate (for periods
 specified by Niagara UK from time to time) plus 15 basis points and is
 payable at the conclusion of such interest periods.

           The Facilities Agreement carries restrictions on, among other
 things, security interests, borrowed money, asset dispositions, dividends,
 transactions with affiliates, capital expenditures, changes in control and
 mergers and acquisitions. Also included in this agreement are requirements
 regarding tangible net worth, the ratio of profit before interest and
 taxes to interest and the ratio of current assets to current liabilities.

           The purchase of the Division was also financed pursuant to (i) a
 pound sterling3.75 million (approximately $6 million) equity investment
 (the "Equity Investment") by Niagara in Niagara UK in the form of a
 subscription for 3,750,000 ordinary shares of Niagara UK, par value pound
 sterling1 per share (the "Niagara UK Shares"), (ii) a pound sterling3.75
 million (approximately $6 million) subordinated loan from Niagara to
 Niagara UK which accrues interest at 7.5% (the "Subordinated Loan") and
 (iii) a pound sterling2.5 million (approximately $4 million) non-interest
 bearing short-term loan from Niagara to Niagara UK (the "Short-Term
 Loan").

           In connection with the execution of the Facilities Agreement,
 Niagara, Niagara UK and National Westminster entered into an intercreditor
 agreement dated May 21, 1999 (the "Intercreditor Agreement") which, among
 other things (i) restricts the payment of dividends in respect of the
 Niagara UK Shares, (ii) prohibits the repayment of the Subordinated Loan
 until after the discharge of all of Niagara UK's liabilities under the
 Facilities Agreement and (iii) permits the repayment of the Short-Term
 Loan upon demand unless payments of principal or interest under the
 Facilities Agreement are owing, certain financial covenants in the
 Facilities Agreement have not been met or an event of default under the
 Facilities Agreement has occurred and is continuing. A copy of the
 Intercreditor Agreement is attached hereto as Exhibit 4.2.

           The Equity Investment, the Subordinated Loan and the Short-Term
 Loan were financed by borrowings under a revolving credit and term loan
 agreement dated April 18, 1997, as amended, among Niagara LaSalle,
 LaSalle, M&T, CIBC Inc., National City Bank, National Bank of Canada and
 the Prudential Insurance Company of America (the "US Credit Agreement").
 In connection with the purchase of the Division, the US Credit Agreement
 was amended, among other things, to permit Niagara LaSalle and LaSalle to
 guaranty Niagara UK's obligations to reimburse M&T for drawdowns under the
 Letters of Credit secured by substantially all of the assets of Niagara
 LaSalle and LaSalle on a second priority basis. In addition, Niagara UK
 guaranteed the obligations of Niagara LaSalle and LaSalle under the US
 Credit Agreement. A copy of this amendement to the US Credit Agreement is
 attached hereto as Exhibit 4.3.

           Proceeds of the loans under the Facilities Agreement, the
 Subordinated Loan and the Short-Term Loan, together with the Equity
 Investment, were used to consummate the acquisition of the Division
 (including costs) and will also be available for working capital purposes
 of Niagara UK.

           ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.

           (a)  Financial Statements of Business Acquired.

           The required financial statements are not yet available and will
 be filed as an amendment to this Form 8-K not later than August 4, 1999.

           (b)  Pro Forma Financial Information.

           The required pro forma financial information is not yet
 available and will be filed as an amendment to this Form 8-K not later
 than August 4, 1999.

           (c)  Exhibits.

 4.1       Bank Facilities Agreement, dated May 21, 1999, between National
           Westminster Bank Plc and Niagara LaSalle (UK) Limited.

 4.2       Intercreditor Agreement, dated May 21, 1999, between National
           Westminster Bank Plc, Niagara Corporation and Niagara LaSalle
           (UK) Limited.

 4.3       Fifth Amendment to Revolving Credit and Term Loan Agreement,
           dated as of April 18, 1997, by and among Niagara LaSalle
           Corporation, LaSalle Steel Company, Manufacturers and Traders
           Trust Company (individually and as agent), CIBC Inc. and
           National City Bank, effective as of May 21, 1999.

 99.1      Press Release dated May 21, 1999.



                                 SIGNATURE


           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized.


                                    NIAGARA CORPORATION


                                    By:/s/ Marc J. Segalman
                                       --------------------------------
                                       Name:  Marc J. Segalman
                                       Title: Vice President

 Date:  June 4, 1999



                               EXHIBIT INDEX


    Exhibit No.                     Description                 Page No.
    -----------                     -----------                 --------

      4.1         Bank Facilities Agreement, dated May 21,
                  1999, between National Westminster Bank
                  Plc and Niagara LaSalle (UK) Limited.

     4.2          Intercreditor Agreement, dated May 21,
                  1999, between National Westminster Bank
                  Plc, Niagara Corporation and Niagara
                  LaSalle (UK) Limited.

     4.3          Fifth Amendment to Revolving Credit and
                  Term Loan Agreement, dated as of April 18,
                  1997, by and among Niagara LaSalle
                  Corporation, LaSalle Steel Company,
                  Manufacturers and Traders Trust Company
                  (individually and as agent), CIBC Inc. and
                  National City Bank, effective as of May
                  21, 1999.

    99.1          Press Release dated May 21, 1999.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 10521}]
{"company-data": {"conformed-name": "NIAGARA CORP", "cik": "0000710976", "assigned-sic": "3317", "irs-number": "593182820", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18101", "film-number": "99641346"}, "business-address": {"street1": "667 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10021", "phone": "2123171000"}, "former-company": {"former-conformed-name": "PALM BEACH GAS CORP", "date-changed": "19890720"}}
SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                              ----------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                              ----------------

                                MAY 21, 1999
              -----------------------------------------------
              DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                            NIAGARA CORPORATION
              ------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

               DELAWARE                     0-22206            59-3182820
        ----------------------------     -----------       ------------------
         (STATE OR OTHER JURISDICTION    (COMMISSION        (I.R.S. EMPLOYER
             OF INCORPORATION)           FILE NUMBER)      IDENTIFICATION NO.)

                             667 MADISON AVENUE
                             NEW YORK, NEW YORK
                   --------------------------------------
                  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                   10021
                                 ---------
                                 (ZIP CODE)

                               (212) 317-1000
             --------------------------------------------------
            (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                               NOT APPLICABLE
                 -----------------------------------------
                 (FORMER NAME OR FORMER ADDRESS, IF CHANGED
                             SINCE LAST REPORT)

           ITEM 5.    ACQUISITION OR DISPOSITION OF ASSETS.

           On May 21, 1999, pursuant to a Sale of Business Agreement dated
 April 16, 1999 among Niagara Corporation, a Delaware corporation
 ("Niagara"), Niagara LaSalle (UK) Limited, an English company and a wholly
 owned subsidiary of Niagara ("Niagara UK"), Glynwed International Plc, an
 English company ("Glynwed"), and Glynwed Steels Limited, an English
 company and a subsidiary of Glynwed ("Glynwed Steels"), Niagara UK
 purchased from Glynwed Steels the equipment, inventory and certain other
 assets of Glynwed's steel bar division (the "Division") for pound
 sterling21,202,000 (approximately $34 million), subject to a post closing
 adjustment based upon the value of the net assets transferred. A copy of
 the press release announcing the consummation of this acquisition is
 attached hereto as Exhibit 99.1.

           The purchase of the Division was financed in part pursuant to a
 bank facilities agreement (the "Facilities Agreement") entered into on May
 21, 1999 between National Westminster Bank Plc ("National Westminster")
 and Niagara UK. The Facilities Agreement provides for a pound sterling10
 million (approximately $16 million) seven-year term loan and a pound
 sterling9.8 million (approximately $15.7 million) three-year revolving
 credit facility. A copy of the Facilities Agreement is attached hereto as
 Exhibit 4.1. The obligations of Niagara UK under the Facilities Agreement
 are secured by standby letters of credit issued by Manufacturers and
 Traders Trust Company ("M&T") to National Westminster (the "Letters of
 Credit") and substantially all of the assets of Niagara UK (for the
 benefit of M&T). Niagara UK's agreement to reimburse M&T for drawdowns
 under the Letters of Credit is guaranteed by Niagara and its subsidiaries,
 Niagara LaSalle Corporation ("Niagara LaSalle") and LaSalle Steel Company
 ("LaSalle"), which guarantys are secured by substantially all of the
 assets of Niagara LaSalle and LaSalle.

           Principal of the term loan under the Facilities Agreement
 amortizes in monthly installments commencing on May 31, 2000 and ending on
 April 30, 2006. The principal repayment installments on the term loan
 escalate throughout its term. Revolving credit loans made pursuant to the
 Facilities Agreement are based upon a percentage of eligible accounts
 receivable and inventory and will mature on May 21, 2002. Interest on the
 term and revolving credit loans accrue at the LIBOR rate (for periods
 specified by Niagara UK from time to time) plus 15 basis points and is
 payable at the conclusion of such interest periods.

           The Facilities Agreement carries restrictions on, among other
 things, security interests, borrowed money, asset dispositions, dividends,
 transactions with affiliates, capital expenditures, changes in control and
 mergers and acquisitions. Also included in this agreement are requirements
 regarding tangible net worth, the ratio of profit before interest and
 taxes to interest and the ratio of current assets to current liabilities.

           The purchase of the Division was also financed pursuant to (i) a
 pound sterling3.75 million (approximately $6 million) equity investment
 (the "Equity Investment") by Niagara in Niagara UK in the form of a
 subscription for 3,750,000 ordinary shares of Niagara UK, par value pound
 sterling1 per share (the "Niagara UK Shares"), (ii) a pound sterling3.75
 million (approximately $6 million) subordinated loan from Niagara to
 Niagara UK which accrues interest at 7.5% (the "Subordinated Loan") and
 (iii) a pound sterling2.5 million (approximately $4 million) non-interest
 bearing short-term loan from Niagara to Niagara UK (the "Short-Term
 Loan").

           In connection with the execution of the Facilities Agreement,
 Niagara, Niagara UK and National Westminster entered into an intercreditor
 agreement dated May 21, 1999 (the "Intercreditor Agreement") which, among
 other things (i) restricts the payment of dividends in respect of the
 Niagara UK Shares, (ii) prohibits the repayment of the Subordinated Loan
 until after the discharge of all of Niagara UK's liabilities under the
 Facilities Agreement and (iii) permits the repayment of the Short-Term
 Loan upon demand unless payments of principal or interest under the
 Facilities Agreement are owing, certain financial covenants in the
 Facilities Agreement have not been met or an event of default under the
 Facilities Agreement has occurred and is continuing. A copy of the
 Intercreditor Agreement is attached hereto as Exhibit 4.2.

           The Equity Investment, the Subordinated Loan and the Short-Term
 Loan were financed by borrowings under a revolving credit and term loan
 agreement dated April 18, 1997, as amended, among Niagara LaSalle,
 LaSalle, M&T, CIBC Inc., National City Bank, National Bank of Canada and
 the Prudential Insurance Company of America (the "US Credit Agreement").
 In connection with the purchase of the Division, the US Credit Agreement
 was amended, among other things, to permit Niagara LaSalle and LaSalle to
 guaranty Niagara UK's obligations to reimburse M&T for drawdowns under the
 Letters of Credit secured by substantially all of the assets of Niagara
 LaSalle and LaSalle on a second priority basis. In addition, Niagara UK
 guaranteed the obligations of Niagara LaSalle and LaSalle under the US
 Credit Agreement. A copy of this amendement to the US Credit Agreement is
 attached hereto as Exhibit 4.3.

           Proceeds of the loans under the Facilities Agreement, the
 Subordinated Loan and the Short-Term Loan, together with the Equity
 Investment, were used to consummate the acquisition of the Division
 (including costs) and will also be available for working capital purposes
 of Niagara UK.

           ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.

           (a)  Financial Statements of Business Acquired.

           The required financial statements are not yet available and will
 be filed as an amendment to this Form 8-K not later than August 4, 1999.

           (b)  Pro Forma Financial Information.

           The required pro forma financial information is not yet
 available and will be filed as an amendment to this Form 8-K not later
 than August 4, 1999.

           (c)  Exhibits.

 4.1       Bank Facilities Agreement, dated May 21, 1999, between National
           Westminster Bank Plc and Niagara LaSalle (UK) Limited.

 4.2       Intercreditor Agreement, dated May 21, 1999, between National
           Westminster Bank Plc, Niagara Corporation and Niagara LaSalle
           (UK) Limited.

 4.3       Fifth Amendment to Revolving Credit and Term Loan Agreement,
           dated as of April 18, 1997, by and among Niagara LaSalle
           Corporation, LaSalle Steel Company, Manufacturers and Traders
           Trust Company (individually and as agent), CIBC Inc. and
           National City Bank, effective as of May 21, 1999.

 99.1      Press Release dated May 21, 1999.

                                 SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized.

                                    NIAGARA CORPORATION

                                    By:/s/ Marc J. Segalman
                                       --------------------------------
                                       Name:  Marc J. Segalman
                                       Title: Vice President

 Date:  June 4, 1999

                               EXHIBIT INDEX

    Exhibit No.                     Description                 Page No.
    -----------                     -----------                 --------

      4.1         Bank Facilities Agreement, dated May 21,
                  1999, between National Westminster Bank
                  Plc and Niagara LaSalle (UK) Limited.

     4.2          Intercreditor Agreement, dated May 21,
                  1999, between National Westminster Bank
                  Plc, Niagara Corporation and Niagara
                  LaSalle (UK) Limited.

     4.3          Fifth Amendment to Revolving Credit and
                  Term Loan Agreement, dated as of April 18,
                  1997, by and among Niagara LaSalle
                  Corporation, LaSalle Steel Company,
                  Manufacturers and Traders Trust Company
                  (individually and as agent), CIBC Inc. and
                  National City Bank, effective as of May
                  21, 1999.

    99.1          Press Release dated May 21, 1999.