EXHIBIT 10.5
-------------

                            AMENDMENT AGREEMENT NO. 1
                           TO 364 DAY CREDIT AGREEMENT


         THIS AMENDMENT AGREEMENT (this "Amendment Agreement") is made and
entered into as of this 24th day of February, 2000, by and among AMERISTEEL
CORPORATION, a Florida corporation (herein called the "Borrower"), BANK OF
AMERICA, N.A. (the "Administrative Agent"), as Administrative Agent for the
lenders (the "Lenders") party to the 364 Day Credit Agreement dated October 20,
1999 (the "Agreement") among the Lenders, Borrower and the Administrative Agent.

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, the parties hereto have entered into the Agreement pursuant to
which the Lenders have agreed to make revolving loans (the "364 Day Loans") to
the Borrower in the aggregate principal amount of up to $70,000,000 as evidenced
by the Notes (as defined in the Agreement); and

         WHEREAS, as a condition to the making of the 364 Day Loans the Lenders
have required that all wholly-owned Subsidiaries of the Borrower guarantee
payment of all Obligations of the Borrower arising under the Agreement; and

         WHEREAS, by the terms of the Agreement the proceeds of the 364 Day
Loans may be used only to repurchase Borrower's 8 3/4% Senior Notes due 2008
(the "Senior Notes"); and

         WHEREAS, the Borrower has requested that the Agreement be amended in
order to (i) increase the amount of the Total 364 Day Commitment by an
additional $20,000,000 from $70,000,000 to $90,000,000 and to permit the use of
a portion of such additional $20,000,000 to repay intercompany indebtedness to
FLS which shall use such amount to repay the outstanding principal balance of
Subordinated Notes of FLS payable to Mitsubishi International Corp., and the
balance to repay indebtedness arising under the Existing Credit Agreement (ii)
extend the 364 Day Termination Date, (iii) to amend the definition of Security
Event and (iv) permit a one time change in its fiscal year; and

         WHEREAS, the Borrower has requested that the Agreement be amended in
the manner described herein in order to permit the change in ownership and the
incurrence of the additional Indebtedness and the Agents and the Lenders have
agreed, subject to the terms and conditions hereof, to make such amendment, as
provided herein;

         NOW, THEREFORE, the Borrower, the Agents and the Lenders party hereto
do hereby agree as follows:

         1. Definitions. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereinafter
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.

         2. Amendment. Subject to the conditions set forth herein, the Agreement
is hereby amended, effective as of the date hereof, as follows:

                  (a) The second "WHEREAS" paragraph in the preamble to the
         Agreement is hereby amended in its entirety so that as amended it shall
         read as follows:

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                           "WHEREAS, as a result of such change of ownership the
                  holders of the Borrower's 8 3/4% Senior Notes due 2008 (the
                  "Senior Notes") and FLS's Note (with payment terms similar to
                  the Borrower's Subordinated Intercompany Note) are entitled to
                  require that the Borrower repurchase the Senior Notes and FLS
                  repay its Note and the Borrower has requested that the Lenders
                  make a loan of $90,000,000 to the Borrower, the proceeds of
                  which loan will be used to repurchase Senior Notes, repay the
                  Subordinated Intercompany Note and indebtedness arising under
                  the Existing Credit Agreement and the Lenders are willing to
                  make the loan to the Borrower on the terms and the conditions
                  set forth herein;"

                  (b) The definition of "Security Event" in Section 1.1 is
         hereby amended in its entirety so that as amended it shall read as
         follows:

                           "'Security Event' means the earlier to occur of (i)
                  the occurrence of either a Default or Event of Default, (ii)
                  the occurrence of a default or event of default under the
                  Existing Credit Agreement, (iii) September 23, 2000 and (iv)
                  the date the Consolidated Leverage Ratio shall exceed 2.75 to
                  1.00."

                  (c) The definition of "Stated Termination Date" in Section 1.1
         is hereby amended in its entirety so that as amended it shall read as
         follows:

                           "'Stated Termination Date' means January 18, 2001.

                  (d) The definition of "Total 364 Day Commitment" in Section
         1.1 is hereby amended in its entirety so that as amended it shall read
         as follows:

                           "'Total 364 Day Commitment' means a principal amount
                  equal to $90,000,000, as reduced from time to time in
                  accordance with Section 2.3 and Section 2.7."

                  (e) Section 2.13 is hereby amended in its entirety so that as
         amended it shall read as follows:

                           "2.13 Use of Proceeds. The proceeds of the Loans made
                  pursuant to the 364 Day Facility hereunder shall be used by
                  the Borrower to (i) prepay Senior Notes, (ii) pay in full the
                  remaining $15,000,000 principal balance of the Subordinated
                  Intercompany Note, and (iii) repay Indebtedness outstanding
                  under the Existing Credit Agreement."

                  (f) Section 5.2(e) is hereby amended in its entirety so that
         as amended it shall read as follows:

                           "(e) The Administrative Agent shall have received
                  evidence acceptable to the Administrative Agent that the
                  proceeds of such 364 Day Loans are used to (i) purchase Senior
                  Notes, (ii) pay in full the Subordinated Intercompany Note, or
                  (iii) repay Indebtedness arising under the Existing Credit
                  Agreement.

                  (g) Exhibit A to the Agreement is hereby amended in its
         entirety so that as amended it is in the form of Exhibit A attached to
         this Amendment Agreement.

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         3. Agreement and Consent. The Borrower, the Administrative Agent and
  the Lenders agree by their execution of this Amendment Agreement that the
  replacement of the Subordinated Intercompany Note with proceeds of the 364 Day
  Facility shall not constitute a refinancing of such Indebtedness pursuant to
  either Section 8.5(a) or Section 8.5(f) or a Restricted Payment under Section
  8.9 or an Affiliate transaction under Section 8.10. The Lenders hereby consent
  to the payment of the Subordinated Intercompany Notes notwithstanding the
  limitation set forth in Section 8.18(a) of the Agreement and to a one time
  change of the fiscal year of Borrower from March 31 to December 31 of each
  calendar year.

         4. Subsidiary Consents. Each Subsidiary of the Borrower that has
  delivered a Guaranty to the Administrative Agent has joined in the execution
  of this Amendment Agreement for the purpose of (i) agreeing to the amendment
  to the Agreement and (ii) confirming its guarantee of payment of all the
  Obligations.

         5. Representations and Warranties. The Borrower hereby represents and
  warrants that:

                  (a) The representations and warranties made by Borrower in
         Article VI of the Agreement are true on and as of the date hereof with
         the same effect as though such representations and warranties had been
         made on and as of such date, except to the extent that such
         representations and warranties expressly relate to an earlier date and
         except that the financial statements referred to in Section 6.6(a)(i)
         of the Agreement shall be deemed to be those financial statements most
         recently delivered to the Administrative Agent and the Lenders pursuant
         to Section 7.1 from the date financial statements are delivered to the
         Administrative Agent and the Lenders in accordance with such Section;

                  (b) There has been no material adverse change in the
         condition, financial or otherwise, of the Borrower and its Subsidiaries
         since the date of the most recent financial reports of the Borrower
         received by each Lender under Section 8.1 thereof, other than changes
         in the ordinary course of business, none of which has been a material
         adverse change;

                  (c) The business and properties of the Borrower and its
         Subsidiaries are not and have not been adversely affected in any
         substantial way as the result of any fire, explosion, earthquake,
         accident, strike, lockout, combination of workers, flood, embargo,
         riot, activities of armed forces, war or acts of God or the public
         enemy, or cancellation or loss of any major contracts;

                  (d) No event has occurred and no condition exists which, upon
         the consummation of the transaction contemplated hereby, constitutes a
         Default or an Event of Default on the part of the Borrower under the
         Agreement, the Notes or any other Loan Document either immediately or
         with the lapse of time or the giving of notice, or both; and

                  (e) that the incurrence of an additional $20,000,000 of
         Indebtedness pursuant to the Agreement by the Borrower will not result
         in a Default or Event of Default under the Agreement.

         6. Conditions. This Amendment Agreement shall become effective upon the
  Borrower delivering to the Administrative Agent the following:

                  (a) ten (10) counterparts of this Amendment Agreement duly
         executed by the Borrower, the Administrative Agent and the Lenders and
         consented to by each of the Subsidiaries;

                  (b) to those Lenders increasing their 364 Day Commitments,
         duly authorized and executed 364 Day Notes in the amount of their
         respective 364 Day Commitment;

                  (c) an opinion of counsel for the Borrower and its
         Subsidiaries in form and content acceptable to the Administrative
         Agent;

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                  (d) resolutions of the Boards of Directors of the Borrower and
         its Subsidiaries authorizing the transactions contemplated by this
         Amendment Agreement;

                  (e) receipt by the Administrative Agent on behalf of itself
         and the Lenders of all fees and expenses due in connection with this
         Amendment Agreement; and

                  (f) such other certificates, instruments and documents as the
         Administrative Agent shall reasonably request.

         7. Entire Agreement. This Amendment Agreement sets forth the entire
  understanding and agreement of the parties hereto in relation to the subject
  matter hereof and supersedes any prior negotiations and agreements among the
  parties relative to such subject matter. No promise, conditions,
  representation or warranty, express or implied, not herein set forth shall
  bind any party hereto, and no one of them has relied on any such promise,
  condition, representation or warranty. Each of the parties hereto acknowledges
  that, except as in this Amendment Agreement otherwise expressly stated, no
  representations, warranties or commitments, express or implied, have been made
  by any other party to the other. None of the terms or conditions of this
  Amendment Agreement may be changed, modified, waived or canceled orally or
  otherwise, except by writing, in the manner provided in the Agreement,
  specifying such change, modification, waiver or cancellation of such terms or
  conditions, or of any proceeding or succeeding breach thereof.

         8. Full Force and Effect of Agreement. Except as hereby specifically
  amended, modified or supplemented, the Agreement and all of the other Loan
  Documents are hereby confirmed and ratified in all respects and shall remain
  in full force and effect according to their respective terms.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
  Agreement to be duly executed by their duly authorized officers, all as of the
  day and year first above written.

                                            BORROWER:

                                            AMERISTEEL CORPORATION
WITNESS:

  /s/ Amy Krovocheck
---------------------
                                        By:      /s/ George D. Beck
                                            --------------------------------
                                        Name:    George D. Beck
 /s/  Carmen Matos                      Title:   Assistant Treasurer
---------------------


                                             GUARANTORS:



                                             AMERISTEEL FINANCE, INC.


  /s/ Judy Bryant                       By:      /s/ Tom Rose
---------------------                      ----------------------------------
                                        Name:    Tom Rose
---------------------                   Title:  President

                                       4
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                                        BANK OF AMERICA, N.A,
                                        as Administrative Agent


                                        By:     /s/ Bianca Hemmen
                                            --------------------------------
                                        Name: Bianca Hemmen
                                        Title:   Managing Director


                                        BANK OF AMERICA, N.A., as a Lender



                                        By:     /s/ Bianca Hemmen
                                            --------------------------------
                                        Name: Bianca Hemmen
                                        Title:   Managing Director

                                        SUNTRUST BANK, TAMPA BAY


                                        By:     /s/ W. David Wisdom
                                            --------------------------------
                                        Name: W. David Wisdom
                                        Title:   Vice President


                                        FIRST UNION NATIONAL BANK


                                        By:     /s/ Jorge A. Gonzalez
                                            --------------------------------
                                        Name:  Jorge A. Gonzalez
                                        Title:    Senior Vice President


                                        PNC BANK, NATIONAL ASSOCIATION


                                        By: /s/ Lynn Koncz
                                            --------------------------------
                                        Name: Lynn Koncz
                                        Title:    Vice President


                                        AMSOUTH BANK


                                        By:  /s/  Scott M. Jacobsen
                                            --------------------------------
                                        Name:  Scott M. Jacobsen
                                        Title:   City President

                                       5
<PAGE>
                                        SOUTHTRUST BANK, NATIONAL ASSOCIATION


                                        By:   /s/ Leslie Dunbar
                                            --------------------------------
                                        Name: Leslie Dunbar
                                        Title:   Vice President


                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By:  /s/ Roger N. Arsham
                                            --------------------------------
                                        Name: Roger N. Arsham
                                        Title:   Vice President


                                        WACHOVIA BANK, N.A.


                                        By:  /s/ William R. McCamey
                                            --------------------------------
                                        Name:  William R. McCamey
                                        Title:    Vice President



                                    EXHIBIT A

                        Applicable Commitment Percentages


                                                               Applicable
                                             364 Day           Commitment
Lender                                       Commitment        Percentage
------                                       ----------        ----------

Bank of America, N.A.                        $15,714,285.72     17.46031747%

SunTrust Bank, Tampa Bay                      15,500,000.00     17.22222222%

First Union National Bank                     11,500,000.00     12.77777778%

PNC Bank, National Association                10,928,571.43     12.14285714%

AmSouth Bank                                  10,928,571.43     12.14285714%

SouthTrust Bank, National Association          7,714,285.71      8.57142857%

LaSalle Bank National Association             10,000,000.00     11.11111111%

Wachovia Bank, N.A.                            7,714,285.71      8.57142857%
                                           ----------------    -------------

                                            $ 90,000,000.00        100%

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