EXHIBIT 99.3

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

                  This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment")
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dated as of November 29, 2001 is by and among OREGON STEEL MILLS, INC., a
Delaware corporation ("Borrower"), NEW CF&I, INC., a Delaware corporation ("New
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CF&I"), and CF&I STEEL, L.P. (dba Rocky Mountain Steel Mills), a Delaware
limited partnership ("RMSM" and, together with NEW CF&I, each a "Guarantor" and
together, "Guarantors"), the financial institutions parties hereto, as Lenders,
and PPM FINANCE, INC., a Delaware corporation, as Agent for the Lenders
("Agent"). Unless otherwise specified herein, capitalized terms used in this
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Amendment shall have the meanings ascribed to them by the Credit Agreement (as
hereinafter defined).

                                    RECITALS
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                  WHEREAS, Agent, the Lenders named therein, Borrower and the
Guarantors are parties to that certain Credit Agreement, dated as of December 1,
2000 (as amended, the "Existing Credit Agreement", and as amended hereby and
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hereafter further amended, supplemented, restated or otherwise modified from
time to time, the "Credit Agreement"); and
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                  WHEREAS, Borrower has requested that Agent and Lenders, and
Agent and Lenders have agreed to, amend the Existing Credit Agreement as
described herein, upon the terms and conditions set forth herein;

                  NOW THEREFORE, in consideration of the mutual execution hereof
and other good and valuable consideration, the parties hereto agree as follows:

SECTION 1. Amendments to the Existing Credit Agreement. Subject to the
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satisfaction of the conditions precedent set forth in Section 8 hereof, the
parties hereto hereby agree to amend the Existing Credit Agreement as follows:

             (a) The Commitment of the sole Lender party to the Existing Credit
Agreement as reflected on the signature page to the Existing Credit Agreement is
hereby amended and restated to read as follows:

                 "Commitment:  $100,000,000; provided  that such Commitment
             shall be reduced on January 1, 2002 to $85,000,000 and shall be
             further reduced on April 1, 2002 to $75,000,000."

             (b) Section 5.3 of the Existing Credit Agreement is hereby amended
             and restated in its entirety to read as follows:

                 "Extension Fee. In lieu of any termination fee and in
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         consideration for the Agent and the Lenders extending the Original Term
         pursuant to that certain Amendment No. 2 to Credit Agreement dated as
         of November 29, 2001 among the parties hereto, the Borrower agrees to
         pay the Agent for the account of the Lenders a fee in the amount of

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         $1,000,000 which was earned on November 29, 2001 and which shall be due
         and payable on January 15, 2002.

             (c) Section 5 of the Existing Credit Agreement is hereby amended by
         adding the following new Section 5.8 as follows:

                 "Section 5.8 Second Amendment Fee. The Borrower agrees to pay
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         the Agent for the account of the Lenders an amendment fee in the amount
         of $187,500 which was earned on November 29, 2001 in connection with
         the execution of that certain Amendment No. 2 to Credit Agreement dated
         as of November 29, 2001 among the parties hereto and which shall be due
         and payable on January 15, 2002.

             (d) Section 10.6(b) of the Existing Credit Agreement is hereby
         amended by replacing the date "March 31, 2002" with the following new
         language:

                 "March 31, 2002 and the last day of each Fiscal Quarter
             thereafter".

             (e) Section 14.20 of the Existing Credit Agreement is hereby
         amended by deleting the date "April 30, 2002" set forth therein and
         replacing it with "September 30, 2002."

                 SECTION 2. Representations And Warranties of Credit Parties.
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The Borrower and each Guarantor represents and warrants that:

             (a) the execution, delivery and performance by each such Person of
         this Amendment have been duly authorized by all necessary corporate
         action and is the legal, valid and binding obligation of such Person
         enforceable against such Person in accordance with its terms, except as
         the enforcement thereof may be subject to (i) the effect of any
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar law affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforcement is sought
         in a proceeding in equity or at law);

             (b) each of the representations and warranties contained in the
         Credit Agreement is true and correct in all material respects on and as
         of the date hereof as if made on the date hereof; and

             (c) neither the execution, delivery and performance of the
         Amendment nor the consummation of the transactions contemplated hereby
         does or shall contravene, result in a breach of, or violate (i) any
         provision of such Person's certificate or articles of organization or
         by-laws, (ii) any law or regulation, or any order or decree of any
         court or government instrumentality, or (iii) any indenture, mortgage,
         deed of trust, lease, agreement or other instrument to which such
         Person is a party or by which such Person or any of its property is
         bound, except in any such case to the extent such conflict or breach
         has been waived by a written waiver document, a copy of which has been
         delivered to Agent on or before the date hereof.

             SECTION 3. Acknowledgments Regarding Credit Agreement.
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             (a) Except as specifically amended above, the Credit Agreement and
         the other Loan Documents shall remain in full force and effect and are
         hereby ratified and confirmed.

             (b) The execution, delivery and effectiveness of this Amendment
         shall not operate as a waiver of any right, power or remedy of Agent or
         the Lenders under the Credit Agreement or any other Loan Documents, nor
         constitute a waiver of any provision of the Credit Agreement or any
         other Loan Documents. Upon the effectiveness of this Amendment, each
         reference in the Existing Credit Agreement to "this Agreement",
         "hereunder", "hereof", "herein" or words of similar import shall mean
         and be a reference to the Credit Agreement.

             (c) Each of Borrower and each Guarantor hereby acknowledges and
         agrees that there is no defense, setoff or counterclaim of any kind,
         nature or description to the Obligations or the payment thereof when
         due.

             (d) Each Guarantor acknowledges the amendments provided by this
         Amendment and hereby reaffirms its guarantee pursuant to Section 15 of
         the Credit Agreement.

             SECTION 4. Costs And Expenses. As provided in Section 14.6 of the
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         Credit Agreement, Borrower agrees to reimburse Agent for all fees,
         reasonable out-of-pocket costs and expenses of the Agent (including
         attorney costs) in connection with the preparation, execution, delivery
         and administration of this Amendment (and the other documents to be
         delivered in connection herewith).

             SECTION 5. Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND
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         CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS
         OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

             SECTION 6. Headings.  Section headings in this Amendment are
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         included herein for convenience of reference only and shall not
         constitute a part of this Amendment for any other purposes.

             SECTION 7. Counterparts.  This Amendment may be executed in any
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         number of counterparts, each of which when so executed shall be
         deemed an original, but all such counterparts shall constitute one and
         the same instrument.

             SECTION 8. Effectiveness.  This Amendment shall become effective
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         when each of the following conditions precedent have been met to the
         satisfaction of Agent and Lenders or waived in writing by Agent and
         Lenders:

             (i)  Amendment.  Agent, Borrower, the Guarantors and Lenders shall
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         have delivered to the other duly executed counterparts to this
         Amendment.



                            [Signature Page Follows]


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         Delivered at Chicago, Illinois, as of the day and year first above
 written.

                          OREGON STEEL MILLS, INC.


                          By:  /s/ L. Ray Adams
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                          Name:    L. Ray Adams
                               ------------------------------------------------
                          Title    Chief Financial Officer
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                          CF&I STEEL, L.P. (dba Rocky Mountain Steel Mills)


                          By:      /s/ L. Ray Adams
                             --------------------------------------------------
                          Name:    L. Ray Adams
                               ------------------------------------------------
                          Title    Chief Financial Officer
                               ------------------------------------------------


                          NEW CF&I, INC.


                          By:      /s/ L. Ray Adams
                             --------------------------------------------------
                          Name:    L. Ray Adams
                               ------------------------------------------------
                          Title    Chief Financial Officer
                               ------------------------------------------------


                          PPM FINANCE, INC., as Agent and as attorney in fact
                          for the only Lender under the Credit Agreement
                          referred to in the above Amendment


                          By:      /s/ Robert J. O'Rourke
                             --------------------------------------------------
                          Name:    Robert J. O'Rourke
                               ------------------------------------------------
                          Title    Managing Director, Commercial Finance
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             [Signature Page to Amendment No. 2 to Credit Agreement]

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