================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                             STEEL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

              Kentucky                              61-0712014
  (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)               Identification No.)

                             15415 Shelbyville Road
                           Louisville, Kentucky 40245
          (Address of Principal Executive Offices, including Zip Code)

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

                             STEEL TECHNOLOGIES INC.

                           2006 RESTRICTED STOCK PLAN
                            (Full title of the plan)

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

                              John M. Baumann, Jr.
                          Secretary and General Counsel
                             Steel Technologies Inc.
                             15415 Shelbyville Road
                           Louisville, Kentucky 40245
                     (Name and address of agent for service)

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

                                 (502) 245-2110
          (Telephone number, including area code, of agent for service)

                              -------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================================================================================================
                                                                          Proposed
                                                            Proposed       maximum
                                                             maximum      aggregate    Amount of
     Title of securities                Amount to be     offering price   offering    registration
      to be registered                   registered       per share(1)     price(1)        fee
------------------------------------ ----------------- ---------------- ------------ --------------
<S>                                     <C>               <C>            <C>            <C>

Common Stock, no par value              300,000 shares    $28.09         $8,427,000     $901.69
------------------------------------ ----------------- ---------------- ------------ --------------
Preferred Share Purchase Rights (2)        None             None            None          None
==================================== ================= ================ ============ ==============
</TABLE>


(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)(1),  based  upon the  average of the high and low
     prices of the  Common  Stock as  reported  on The  Nasdaq  Stock  Market on
     February 27, 2006.

(2)  Any value  attributable to the Preferred Share Purchase Rights is reflected
     in the value of the Common Stock. Because no separate consideration is paid
     for the Preferred  Share Purchase  Rights,  the  registration  fee for such
     securities is included in the fee for the Common Stock.

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following  documents,  which have been filed by Steel Technologies Inc.
(the "Registrant") with the Securities and Exchange  Commission  pursuant to the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated in this registration statement by reference and made a part hereof:

     1. The  Registrant's  annual  report on Form 10-K for the fiscal year ended
September 30, 2005, except exhibits 32.1 and 32.2.

     2. The  Registrant's  quarterly  report on Form 10-Q for the quarter  ended
December 31, 2005, except exhibits 32.1 and 32.2.

     3. The Registrant's  current reports on Form 8-K filed on October 13, 2005,
November 7, 2005 and January 26, 2006.

     4. The Registrant's  registration  statement on Form 8-A dated December 10,
1985.

     5. The Registrant's registration statement on Form 8-A dated May 12, 1998.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the  Exchange  Act after  the  effective  date of this  registration
statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
in this  registration  statement and to be a part hereof from the date of filing
of such  documents.  Any  statement  contained  in a  document  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that a statement  contained  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

     The legality of the securities  offered hereby has been passed upon for the
Registrant  by  Stites  &  Harbison,  PLLC,  Louisville,  Kentucky.  William  E.
Hellmann, a member of Stites & Harbison, PLLC, is a director of the Registrant.

                                      II-1
<PAGE>



Item 6.           Indemnification of Directors and Officers.

     Section  271B.8-510  of the  Kentucky  Revised  Statutes  (KRS)  empowers a
Kentucky  corporation  to  indemnify  an  individual  (including  his  estate or
personal  representative)  who was, is or is  threatened to be made a party to a
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  and whether  formal or  informal,
because he is or was a director against liability incurred in the proceeding if:
(i) he conducted himself in good faith; (ii) he reasonably believed, in the case
of conduct in his official  capacity with the corporation,  that his conduct was
in its best interests and, in all other cases, that his conduct was at least not
opposed to its best interests; and (iii) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful.  Indemnification
may be made against the obligation to pay a judgment, settlement,  penalty, fine
or  reasonable  expenses  (including  counsel  fees)  incurred with respect to a
proceeding,  except  that  if  the  proceeding  was by or in  the  right  of the
corporation,  indemnification  may be made  only  against  reasonable  expenses.
Pursuant to Section  271B.8-530,  a  corporation  may pay for or  reimburse  the
reasonable  expenses  incurred by a director in advance of final  disposition of
the  proceeding if (i) the director  affirms to the  corporation  in writing his
good  faith  belief  that  he has met  the  standard  of  conduct  required  for
indemnification;  (ii) the director  undertakes the personal obligation to repay
such advance upon an ultimate determination that he failed to meet such standard
of conduct;  and (iii) the  corporation  determines that the facts then known to
those making the determination would not preclude indemnification.

     A  corporation  may not  indemnify  a  director  under  KRS  271B.8-510  in
connection  with a proceeding by or in the right of the corporation in which the
director was adjudged  liable to the corporation or in connection with any other
proceeding  charging  improper personal benefit to him, whether or not involving
action in his official  capacity,  in which he was adjudged  liable on the basis
that personal  benefit was  improperly  received by him.  Unless  limited by the
articles of  incorporation,  a director who has been wholly  successful,  on the
merits or  otherwise,  in the defense of any  proceeding to which he was a party
because  he  is  or  was  a  director   of  the   corporation   is  entitled  to
indemnification  against reasonable  expenses incurred by him in connection with
the  proceeding.  Unless  limited by its articles of  incorporation,  a Kentucky
corporation may indemnify and advance expenses to an officer,  employee or agent
of the corporation to the same extent that it may indemnify and advance expenses
to directors.

     The  indemnification  provided by or granted  pursuant to KRS 271B.8-510 is
not exclusive of any rights to which those seeking indemnification may otherwise
be entitled.  KRS  271B.8-570  empowers a Kentucky  corporation  to purchase and
maintain insurance on behalf of its directors,  officers, employees or agents of
the corporation,  whether or not the corporation  would have the power under KRS
271B.8-510  or KRS  271B.8-520  to indemnify  them against such  liability.  The
Registrant  has  purchased  and maintains  directors'  and  officers'  liability
insurance.

     Article VI of the  Registrant's  Restated  Articles  of  Incorporation,  as
amended,  and  the  Registrant's  Amended  By-Laws  require  the  Registrant  to
indemnify its directors and officers upon a determination  that  indemnification
is permissible under the circumstances.

                                      II-2
<PAGE>




Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

     The following exhibits are filed as part of this registration statement:

      Exhibit
      Number                          Description of Exhibits
      ------                          -----------------------

       4.1  -       Second Restated  Articles of Incorporation of the Registrant
                    (incorporated  herein by reference to exhibit 3.1 filed with
                    the Company's  Annual Report on Form 10-K (file no. 0-14061)
                    for the fiscal year ended September 30, 2000)

       4.2  -       Second  Amended  By-Laws  of  the  Registrant  (incorporated
                    herein by reference to exhibit 3.2 filed with the  Company's
                    Annual Report on Form 10-K (file no. 0-14061) for the fiscal
                    year ended September 30, 2000)

       4.3  -       Specimen common stock  certificate  (incorporated  herein by
                    reference   to  exhibit   4.2  filed   with  the   Company's
                    registration  statement  on Form S-3 (file  no.  333-111999)
                    dated January 20, 2004)

       4.4  -       Rights Agreement,  dated as of April 24, 1998, between Steel
                    Technologies  Inc.  and  National  City Bank,  as  Successor
                    Rights Agent,  which includes as Exhibit A the form of Third
                    Articles  of   Amendment   to  the   Restated   Articles  of
                    Incorporation,  as Exhibit B the form of Rights  Certificate
                    and as  Exhibit  C a  Summary  of the  Rights  (incorporated
                    herein by  reference  to exhibit 1 filed with the  Company's
                    registration  statement on Form 8-A (file no. 0-14061) dated
                    May 12, 1998)

       4.5  -       Steel   Technologies   Inc.  2006   Restricted   Stock  Plan
                    (incorporated herein by reference to exhibit 10.1 filed with
                    the Company's  current report on Form 8-K (file no. 0-14061)
                    dated January 26, 2006)

       5.1  -       Opinion and consent of Stites & Harbison, PLLC

      23.1  -       Consent of Stites & Harbison, PLLC (included in Exhibit 5.1)

      23.2  -       Consent of PricewaterhouseCoopers LLP

      24.1  -       Powers of attorney


                                      II-3

<PAGE>

Item 9.           Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (a) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Act");

          (b) To reflect in the prospectus any facts or events arising after the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

          (c) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that the  undertakings  set forth in paragraphs (a) and (b)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those paragraphs is contained in reports filed with
or  furnished  to the  Commission  by the  Registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
registration statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of  determining  any liability  under the Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to directors,  officers and controlling persons of the Registrant, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of

                                      II-4
<PAGE>



appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                      II-5
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on the 28th day
of February, 2006.

                                            STEEL TECHNOLOGIES INC.



                                            By:  /s/ Bradford T. Ray
                                               ------------------------------
                                                 Bradford T. Ray
                                                 Chairman of the Board


  Signature                       Title                                Date


/s/ Bradford T. Ray      Chairman of the Board of Directors    February 28, 2006
--------------------     and Chief Executive Officer
Bradford T. Ray          (Principal Executive Officer)


Michael J. Carroll*      President and Chief Operating         February 28, 2006
--------------------     Officer and Director
Michael J. Carroll


Joseph P. Bellino*       Chief Financial Officer and           February 28, 2006
--------------------     Treasurer
Joseph P. Bellino        (Principal Financial and Accounting
                         Officer)


Merwin J. Ray*           Founding Chairman and Director        February 28, 2006
--------------------
Merwin J. Ray


Stuart N. Ray *          Director                              February 28, 2006
--------------------
Stuart N. Ray


Doug A. Bawel *          Director                              February 28, 2006
--------------------
Doug A. Bawel


Jimmy Dan Conner *       Director                              February 28, 2006
--------------------
Jimmy Dan Conner

Mark G. Essig*           Director                              February 28, 2006
--------------------
Mark G. Essig


William E. Hellmann *    Director                              February 28, 2006
--------------------
William E. Hellmann


                                      II-6

<PAGE>

Andrew J. Payton *       Director                              February 28, 2006
--------------------
Andrew J. Payton


By: John M. Bamann, Jr.*
-----------------------
    John M. Baumann, Jr.
    Attorney-in-Fact



                                      II-7

<PAGE>

                                    INDEX TO EXHIBITS


      Number                          Description of Exhibits
      ------                          -----------------------

       4.1  -       Second Restated  Articles of Incorporation of the Registrant
                    (incorporated  herein by reference to exhibit 3.1 filed with
                    the Company's  Annual Report on Form 10-K (file no. 0-14061)
                    for the fiscal year ended September 30, 2000)

       4.2  -       Second  Amended  By-Laws  of  the  Registrant  (incorporated
                    herein by reference to exhibit 3.2 filed with the  Company's
                    Annual Report on Form 10-K (file no. 0-14061) for the fiscal
                    year ended September 30, 2000)

       4.3  -       Specimen common stock  certificate  (incorporated  herein by
                    reference   to  exhibit   4.2  filed   with  the   Company's
                    registration  statement  on Form S-3 (file  no.  333-111999)
                    dated January 20, 2004)

       4.4  -       Rights Agreement,  dated as of April 24, 1998, between Steel
                    Technologies  Inc.  and  National  City Bank,  as  Successor
                    Rights Agent,  which includes as Exhibit A the form of Third
                    Articles  of   Amendment   to  the   Restated   Articles  of
                    Incorporation,  as Exhibit B the form of Rights  Certificate
                    and as  Exhibit  C a  Summary  of the  Rights  (incorporated
                    herein by  reference  to exhibit 1 filed with the  Company's
                    registration  statement on Form 8-A (file no. 0-14061) dated
                    May 12, 1998)

       4.5  -       Steel   Technologies   Inc.  2006   Restricted   Stock  Plan
                    (incorporated herein by reference to exhibit 10.1 filed with
                    the Company's  current report on Form 8-K (file no. 0-14061)
                    dated January 26, 2006)

       5.1  -       Opinion and consent of Stites & Harbison, PLLC

      23.1  -       Consent of Stites & Harbison, PLLC (included in Exhibit 5.1)

      23.2  -       Consent of PricewaterhouseCoopers LLP

      24.1  -       Powers of attorney


<PAGE>
                                  EXHIBIT 5.1

                             STITES & HARBISON, PLLC
                       400 West Market Street, Suite 1800
                         Louisville, Kentucky 40202-3352
                            Telephone: (502) 587-3400
                           Facsimile: (502) 587-6391


February 28, 2006



Steel Technologies Inc.
15415 Shelbyville Road
Louisville, Kentucky  40245

RE:      2006 Restricted Stock Plan
         Registration Statement on Form S-8

Gentlemen:

We have  acted as  counsel  for  Steel  Technologies  Inc.  (the  "Company")  in
connection with the  preparation and filing of a registration  statement on Form
S-8 (the "Registration Statement"),  relating to the registration by the Company
under the  Securities  Act of 1933,  as amended  (the  "Act"),  of up to 300,000
shares of the Company's common stock, no par value (the "Common Stock"), and the
related Preferred Share Purchase Rights to be issued by the Company from time to
time pursuant to the Company's 2006 Restricted Stock Plan (the "Plan").

In connection  with this  opinion,  we have  considered  such matters of law and
examined the  originals or copies,  certified  or  otherwise  identified  to our
satisfaction,  of such  documents  and  corporate  and  other  records  and have
obtained such certificates,  letters,  representations  and information from the
officers,  directors  and  employees  of the  Company and from others as we have
deemed  necessary or appropriate  to enable us to render the opinions  expressed
herein.

Based upon and in reliance upon the foregoing, and subject to the qualifications
and  assumptions  set  forth  below,  it is  our  opinion  that,  when  (a)  the
Registration  Statement has become  effective in accordance with the Act and the
Rules and Regulations  thereunder and the provisions of such state securities or
"blue sky" laws as may be applicable have been complied with, and (b) the Common
Stock  has been duly  issued  and  delivered  in  accordance  with the terms and
conditions  of the Plan,  the Common  Stock to be issued by the Company  will be
legally issued, fully paid and nonassessable.

Our opinion is limited by and subject to the following:

     (a) In  rendering  our opinion we have  assumed  that,  at the time of each
issuance and sale of the Common Stock, the Company will be a corporation validly
existing under the laws of the Commonwealth of Kentucky.

     (b) In our examination of all documents,  certificates and records, we have
assumed without investigation the authenticity and completeness of all documents
submitted to us as originals,  the  conformity to the originals of all documents
submitted to us as copies and the


<PAGE>
Steel Technologies Inc.
February 28, 2006
Page 2


authenticity and completeness of the originals of all documents  submitted to us
as copies.  We have also assumed the  genuineness of all  signatures,  the legal
capacity of natural persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the due authorization,
execution  and delivery of all  documents by the parties  thereto other than the
Company.

     (c)  Our  opinion  is  based  solely  on and  limited  to the  laws  of the
Commonwealth  of Kentucky and the federal laws of the United  States of America.
We express no opinion as to the laws of any other jurisdiction.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement.

                                                     Yours very truly,

                                                     STITES & HARBISON, PLLC




CCB:rch

<PAGE>

                                  EXHIBIT 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  December  9, 2005  relating  to the
financial statements,  management's  assessment of the effectiveness of internal
control over financial  reporting and the effectiveness of internal control over
financial reporting,  which appears in the 2005 Annual Report to Shareholders of
Steel Technologies Inc. and its subsidiaries, which is incorporated by reference
in Steel  Technologies  Inc.'s  Annual  Report on Form  10-K for the year  ended
September  30, 2005.  We also consent to the  incorporation  by reference of our
report dated  December 9, 2005  relating to the  financial  statement  schedule,
which appears in such Annual Report on Form 10-K.





PricewaterhouseCoopers LLP
Louisville, Kentucky
February 28, 2006


<PAGE>

                                  EXHIBIT 24.1


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE  PRESENTS,  on this 28th day of February,  2006,  the
undersigned  directors and officers of Steel  Technologies  Inc. (the "Company")
each constitutes and appoints Bradford T. Ray and John M. Baumann, Jr., and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign a  Registration  Statement  on Form S-8 of the
Company  relating to the Company's  issuance and sale from time to time of up to
300,000 shares of its Common Stock, no par value per share, pursuant to the 2006
Restricted   Stock  Plan,  and  any  and  all  amendments   thereto   (including
post-effective amendments), and to file the same, with all exhibits thereto, and
all other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or either of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has subscribed these presents.



                                         /s/ Michael J. Carroll
                                         -----------------------------
                                         Michael J. Carroll

                                         /s/ Joseph P.  Bellino
                                         -----------------------------
                                         Joseph P. Bellino
                                         Chief  Financial  Officer and
                                         Treasurer (Principal Financial
                                         and Accounting Officer)

                                         /s/ Merwin J. Ray
                                         -----------------------------
                                         Merwin  J. Ray

                                         /s/  Stuart  N. Ray
                                         -----------------------------
                                         Stuart N. Ray

                                         /s/ Doug A.  Bawel
                                         -----------------------------
                                         Doug A. Bawel

                                         /s/ Jimmy Dan Conner
                                         -----------------------------
                                         Jimmy Dan Conner


                                       1
<PAGE>


                                         /s/ Mark G. Essig
                                         -----------------------------
                                         Mark G. Essig

                                         /s/ William E.  Hellmann
                                         -----------------------------
                                         William E. Hellmann

                                         /s/ Andrew J. Payton
                                         -----------------------------
                                         Andrew J. Payton




                                       2
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                             STEEL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

              Kentucky                              61-0712014
  (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)               Identification No.)

                             15415 Shelbyville Road
                           Louisville, Kentucky 40245
          (Address of Principal Executive Offices, including Zip Code)

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

                             STEEL TECHNOLOGIES INC.

                           2006 RESTRICTED STOCK PLAN
                            (Full title of the plan)

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

                              John M. Baumann, Jr.
                          Secretary and General Counsel
                             Steel Technologies Inc.
                             15415 Shelbyville Road
                           Louisville, Kentucky 40245
                     (Name and address of agent for service)

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

                                 (502) 245-2110
          (Telephone number, including area code, of agent for service)

                              -------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================
                                                                          Proposed
                                                            Proposed       maximum
                                                             maximum      aggregate    Amount of
     Title of securities                Amount to be     offering price   offering    registration
      to be registered                   registered       per share(1)     price(1)        fee
------------------------------------ ----------------- ---------------- ------------ --------------
Common Stock, no par value              300,000 shares    $28.09         $8,427,000     $901.69
------------------------------------ ----------------- ---------------- ------------ --------------
Preferred Share Purchase Rights (2)        None             None            None          None
==================================== ================= ================ ============ ==============
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)(1),  based  upon the  average of the high and low
     prices of the  Common  Stock as  reported  on The  Nasdaq  Stock  Market on
     February 27, 2006.

(2)  Any value  attributable to the Preferred Share Purchase Rights is reflected
     in the value of the Common Stock. Because no separate consideration is paid
     for the Preferred  Share Purchase  Rights,  the  registration  fee for such
     securities is included in the fee for the Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following  documents,  which have been filed by Steel Technologies Inc.
(the "Registrant") with the Securities and Exchange  Commission  pursuant to the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated in this registration statement by reference and made a part hereof:

     1. The  Registrant's  annual  report on Form 10-K for the fiscal year ended
September 30, 2005, except exhibits 32.1 and 32.2.

     2. The  Registrant's  quarterly  report on Form 10-Q for the quarter  ended
December 31, 2005, except exhibits 32.1 and 32.2.

     3. The Registrant's  current reports on Form 8-K filed on October 13, 2005,
November 7, 2005 and January 26, 2006.

     4. The Registrant's  registration  statement on Form 8-A dated December 10,
1985.

     5. The Registrant's registration statement on Form 8-A dated May 12, 1998.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the  Exchange  Act after  the  effective  date of this  registration
statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
in this  registration  statement and to be a part hereof from the date of filing
of such  documents.  Any  statement  contained  in a  document  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that a statement  contained  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

     The legality of the securities  offered hereby has been passed upon for the
Registrant  by  Stites  &  Harbison,  PLLC,  Louisville,  Kentucky.  William  E.
Hellmann, a member of Stites & Harbison, PLLC, is a director of the Registrant.

                                      II-1
Item 6.           Indemnification of Directors and Officers.

     Section  271B.8-510  of the  Kentucky  Revised  Statutes  (KRS)  empowers a
Kentucky  corporation  to  indemnify  an  individual  (including  his  estate or
personal  representative)  who was, is or is  threatened to be made a party to a
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  and whether  formal or  informal,
because he is or was a director against liability incurred in the proceeding if:
(i) he conducted himself in good faith; (ii) he reasonably believed, in the case
of conduct in his official  capacity with the corporation,  that his conduct was
in its best interests and, in all other cases, that his conduct was at least not
opposed to its best interests; and (iii) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful.  Indemnification
may be made against the obligation to pay a judgment, settlement,  penalty, fine
or  reasonable  expenses  (including  counsel  fees)  incurred with respect to a
proceeding,  except  that  if  the  proceeding  was by or in  the  right  of the
corporation,  indemnification  may be made  only  against  reasonable  expenses.
Pursuant to Section  271B.8-530,  a  corporation  may pay for or  reimburse  the
reasonable  expenses  incurred by a director in advance of final  disposition of
the  proceeding if (i) the director  affirms to the  corporation  in writing his
good  faith  belief  that  he has met  the  standard  of  conduct  required  for
indemnification;  (ii) the director  undertakes the personal obligation to repay
such advance upon an ultimate determination that he failed to meet such standard
of conduct;  and (iii) the  corporation  determines that the facts then known to
those making the determination would not preclude indemnification.

     A  corporation  may not  indemnify  a  director  under  KRS  271B.8-510  in
connection  with a proceeding by or in the right of the corporation in which the
director was adjudged  liable to the corporation or in connection with any other
proceeding  charging  improper personal benefit to him, whether or not involving
action in his official  capacity,  in which he was adjudged  liable on the basis
that personal  benefit was  improperly  received by him.  Unless  limited by the
articles of  incorporation,  a director who has been wholly  successful,  on the
merits or  otherwise,  in the defense of any  proceeding to which he was a party
because  he  is  or  was  a  director   of  the   corporation   is  entitled  to
indemnification  against reasonable  expenses incurred by him in connection with
the  proceeding.  Unless  limited by its articles of  incorporation,  a Kentucky
corporation may indemnify and advance expenses to an officer,  employee or agent
of the corporation to the same extent that it may indemnify and advance expenses
to directors.

     The  indemnification  provided by or granted  pursuant to KRS 271B.8-510 is
not exclusive of any rights to which those seeking indemnification may otherwise
be entitled.  KRS  271B.8-570  empowers a Kentucky  corporation  to purchase and
maintain insurance on behalf of its directors,  officers, employees or agents of
the corporation,  whether or not the corporation  would have the power under KRS
271B.8-510  or KRS  271B.8-520  to indemnify  them against such  liability.  The
Registrant  has  purchased  and maintains  directors'  and  officers'  liability
insurance.

     Article VI of the  Registrant's  Restated  Articles  of  Incorporation,  as
amended,  and  the  Registrant's  Amended  By-Laws  require  the  Registrant  to
indemnify its directors and officers upon a determination  that  indemnification
is permissible under the circumstances.

                                      II-2
Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

     The following exhibits are filed as part of this registration statement:

      Exhibit
      Number                          Description of Exhibits
      ------                          -----------------------

       4.1  -       Second Restated  Articles of Incorporation of the Registrant
                    (incorporated  herein by reference to exhibit 3.1 filed with
                    the Company's  Annual Report on Form 10-K (file no. 0-14061)
                    for the fiscal year ended September 30, 2000)

       4.2  -       Second  Amended  By-Laws  of  the  Registrant  (incorporated
                    herein by reference to exhibit 3.2 filed with the  Company's
                    Annual Report on Form 10-K (file no. 0-14061) for the fiscal
                    year ended September 30, 2000)

       4.3  -       Specimen common stock  certificate  (incorporated  herein by
                    reference   to  exhibit   4.2  filed   with  the   Company's
                    registration  statement  on Form S-3 (file  no.  333-111999)
                    dated January 20, 2004)

       4.4  -       Rights Agreement,  dated as of April 24, 1998, between Steel
                    Technologies  Inc.  and  National  City Bank,  as  Successor
                    Rights Agent,  which includes as Exhibit A the form of Third
                    Articles  of   Amendment   to  the   Restated   Articles  of
                    Incorporation,  as Exhibit B the form of Rights  Certificate
                    and as  Exhibit  C a  Summary  of the  Rights  (incorporated
                    herein by  reference  to exhibit 1 filed with the  Company's
                    registration  statement on Form 8-A (file no. 0-14061) dated
                    May 12, 1998)

       4.5  -       Steel   Technologies   Inc.  2006   Restricted   Stock  Plan
                    (incorporated herein by reference to exhibit 10.1 filed with
                    the Company's  current report on Form 8-K (file no. 0-14061)
                    dated January 26, 2006)

       5.1  -       Opinion and consent of Stites & Harbison, PLLC

      23.1  -       Consent of Stites & Harbison, PLLC (included in Exhibit 5.1)

      23.2  -       Consent of PricewaterhouseCoopers LLP

      24.1  -       Powers of attorney

                                      II-3
Item 9.           Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (a) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Act");

          (b) To reflect in the prospectus any facts or events arising after the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

          (c) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that the  undertakings  set forth in paragraphs (a) and (b)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those paragraphs is contained in reports filed with
or  furnished  to the  Commission  by the  Registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
registration statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of  determining  any liability  under the Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to directors,  officers and controlling persons of the Registrant, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of

                                      II-4
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on the 28th day
of February, 2006.

                                            STEEL TECHNOLOGIES INC.

                                            By:  /s/ Bradford T. Ray
                                               ------------------------------
                                                 Bradford T. Ray
                                                 Chairman of the Board

  Signature                       Title                                Date

/s/ Bradford T. Ray      Chairman of the Board of Directors    February 28, 2006
--------------------     and Chief Executive Officer
Bradford T. Ray          (Principal Executive Officer)

Michael J. Carroll*      President and Chief Operating         February 28, 2006
--------------------     Officer and Director
Michael J. Carroll

Joseph P. Bellino*       Chief Financial Officer and           February 28, 2006
--------------------     Treasurer
Joseph P. Bellino        (Principal Financial and Accounting
                         Officer)

Merwin J. Ray*           Founding Chairman and Director        February 28, 2006
--------------------
Merwin J. Ray

Stuart N. Ray *          Director                              February 28, 2006
--------------------
Stuart N. Ray

Doug A. Bawel *          Director                              February 28, 2006
--------------------
Doug A. Bawel

Jimmy Dan Conner *       Director                              February 28, 2006
--------------------
Jimmy Dan Conner

Mark G. Essig*           Director                              February 28, 2006
--------------------
Mark G. Essig

William E. Hellmann *    Director                              February 28, 2006
--------------------
William E. Hellmann

                                      II-6
Andrew J. Payton *       Director                              February 28, 2006
--------------------
Andrew J. Payton

By: John M. Bamann, Jr.*
-----------------------
    John M. Baumann, Jr.
    Attorney-in-Fact

                                      II-7
INDEX TO EXHIBITS

      Number                          Description of Exhibits
      ------                          -----------------------

       4.1  -       Second Restated  Articles of Incorporation of the Registrant
                    (incorporated  herein by reference to exhibit 3.1 filed with
                    the Company's  Annual Report on Form 10-K (file no. 0-14061)
                    for the fiscal year ended September 30, 2000)

       4.2  -       Second  Amended  By-Laws  of  the  Registrant  (incorporated
                    herein by reference to exhibit 3.2 filed with the  Company's
                    Annual Report on Form 10-K (file no. 0-14061) for the fiscal
                    year ended September 30, 2000)

       4.3  -       Specimen common stock  certificate  (incorporated  herein by
                    reference   to  exhibit   4.2  filed   with  the   Company's
                    registration  statement  on Form S-3 (file  no.  333-111999)
                    dated January 20, 2004)

       4.4  -       Rights Agreement,  dated as of April 24, 1998, between Steel
                    Technologies  Inc.  and  National  City Bank,  as  Successor
                    Rights Agent,  which includes as Exhibit A the form of Third
                    Articles  of   Amendment   to  the   Restated   Articles  of
                    Incorporation,  as Exhibit B the form of Rights  Certificate
                    and as  Exhibit  C a  Summary  of the  Rights  (incorporated
                    herein by  reference  to exhibit 1 filed with the  Company's
                    registration  statement on Form 8-A (file no. 0-14061) dated
                    May 12, 1998)

       4.5  -       Steel   Technologies   Inc.  2006   Restricted   Stock  Plan
                    (incorporated herein by reference to exhibit 10.1 filed with
                    the Company's  current report on Form 8-K (file no. 0-14061)
                    dated January 26, 2006)

       5.1  -       Opinion and consent of Stites & Harbison, PLLC

      23.1  -       Consent of Stites & Harbison, PLLC (included in Exhibit 5.1)

      23.2  -       Consent of PricewaterhouseCoopers LLP

      24.1  -       Powers of attorney
EXHIBIT 5.1

                             STITES & HARBISON, PLLC
                       400 West Market Street, Suite 1800
                         Louisville, Kentucky 40202-3352
                            Telephone: (502) 587-3400
                           Facsimile: (502) 587-6391

February 28, 2006

Steel Technologies Inc.
15415 Shelbyville Road
Louisville, Kentucky  40245

RE:      2006 Restricted Stock Plan
         Registration Statement on Form S-8

Gentlemen:

We have  acted as  counsel  for  Steel  Technologies  Inc.  (the  "Company")  in
connection with the  preparation and filing of a registration  statement on Form
S-8 (the "Registration Statement"),  relating to the registration by the Company
under the  Securities  Act of 1933,  as amended  (the  "Act"),  of up to 300,000
shares of the Company's common stock, no par value (the "Common Stock"), and the
related Preferred Share Purchase Rights to be issued by the Company from time to
time pursuant to the Company's 2006 Restricted Stock Plan (the "Plan").

In connection  with this  opinion,  we have  considered  such matters of law and
examined the  originals or copies,  certified  or  otherwise  identified  to our
satisfaction,  of such  documents  and  corporate  and  other  records  and have
obtained such certificates,  letters,  representations  and information from the
officers,  directors  and  employees  of the  Company and from others as we have
deemed  necessary or appropriate  to enable us to render the opinions  expressed
herein.

Based upon and in reliance upon the foregoing, and subject to the qualifications
and  assumptions  set  forth  below,  it is  our  opinion  that,  when  (a)  the
Registration  Statement has become  effective in accordance with the Act and the
Rules and Regulations  thereunder and the provisions of such state securities or
"blue sky" laws as may be applicable have been complied with, and (b) the Common
Stock  has been duly  issued  and  delivered  in  accordance  with the terms and
conditions  of the Plan,  the Common  Stock to be issued by the Company  will be
legally issued, fully paid and nonassessable.

Our opinion is limited by and subject to the following:

     (a) In  rendering  our opinion we have  assumed  that,  at the time of each
issuance and sale of the Common Stock, the Company will be a corporation validly
existing under the laws of the Commonwealth of Kentucky.

     (b) In our examination of all documents,  certificates and records, we have
assumed without investigation the authenticity and completeness of all documents
submitted to us as originals,  the  conformity to the originals of all documents
submitted to us as copies and the
Steel Technologies Inc.
February 28, 2006
Page 2

authenticity and completeness of the originals of all documents  submitted to us
as copies.  We have also assumed the  genuineness of all  signatures,  the legal
capacity of natural persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the due authorization,
execution  and delivery of all  documents by the parties  thereto other than the
Company.

     (c)  Our  opinion  is  based  solely  on and  limited  to the  laws  of the
Commonwealth  of Kentucky and the federal laws of the United  States of America.
We express no opinion as to the laws of any other jurisdiction.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement.

                                                     Yours very truly,

                                                     STITES & HARBISON, PLLC

CCB:rch
EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  December  9, 2005  relating  to the
financial statements,  management's  assessment of the effectiveness of internal
control over financial  reporting and the effectiveness of internal control over
financial reporting,  which appears in the 2005 Annual Report to Shareholders of
Steel Technologies Inc. and its subsidiaries, which is incorporated by reference
in Steel  Technologies  Inc.'s  Annual  Report on Form  10-K for the year  ended
September  30, 2005.  We also consent to the  incorporation  by reference of our
report dated  December 9, 2005  relating to the  financial  statement  schedule,
which appears in such Annual Report on Form 10-K.

PricewaterhouseCoopers LLP
Louisville, Kentucky
February 28, 2006
EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  on this 28th day of February,  2006,  the
undersigned  directors and officers of Steel  Technologies  Inc. (the "Company")
each constitutes and appoints Bradford T. Ray and John M. Baumann, Jr., and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign a  Registration  Statement  on Form S-8 of the
Company  relating to the Company's  issuance and sale from time to time of up to
300,000 shares of its Common Stock, no par value per share, pursuant to the 2006
Restricted   Stock  Plan,  and  any  and  all  amendments   thereto   (including
post-effective amendments), and to file the same, with all exhibits thereto, and
all other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or either of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has subscribed these presents.

                                         /s/ Michael J. Carroll
                                         -----------------------------
                                         Michael J. Carroll

                                         /s/ Joseph P.  Bellino
                                         -----------------------------
                                         Joseph P. Bellino
                                         Chief  Financial  Officer and
                                         Treasurer (Principal Financial
                                         and Accounting Officer)

                                         /s/ Merwin J. Ray
                                         -----------------------------
                                         Merwin  J. Ray

                                         /s/  Stuart  N. Ray
                                         -----------------------------
                                         Stuart N. Ray

                                         /s/ Doug A.  Bawel
                                         -----------------------------
                                         Doug A. Bawel

                                         /s/ Jimmy Dan Conner
                                         -----------------------------
                                         Jimmy Dan Conner

                                       1
/s/ Mark G. Essig
                                         -----------------------------
                                         Mark G. Essig

                                         /s/ William E.  Hellmann
                                         -----------------------------
                                         William E. Hellmann

                                         /s/ Andrew J. Payton
                                         -----------------------------
                                         Andrew J. Payton

                                       2