EXHIBIT 10.11

                               AMENDMENT NO. 1 TO
                                CREDIT AGREEMENT
                                ----------------

         THIS  AMENDMENT NO. 1 TO CREDIT  AGREEMENT,  dated as of November __,
2002  ("Amendment  No. 1"), is entered into by and among OREGON STEEL MILLS,
INC., a Delaware  corporation  ("OSM"),  NEW CF&I, INC., a Delaware corporation
                                 ---
("New CF&I"), CF&I STEEL, L.P. (dba Rocky Mountain Steel Mills), a Delaware
  --------
limited partnership  ("RMSM") and COLORADO AND WYOMING RAILWAY COMPANY, a
                       ----
Delaware  corporation ("CWR"; each of OSM, New CF&I, RMSM, and CWR a "Borrower"
                        ---                                           --------
 and collectively, "Borrowers"),  the financial  institutions that are or may
                    ---------
from time to time  become  parties  hereto, as  Lenders, GMAC BUSINESS CREDIT
LLC, as Co-Managing Agent (in such capacity, the "Co-Managing Agent"),
                                                  -----------------
 and TEXTRON FINANCIAL CORPORATION, a Delaware corporation ("Textron"),
                                                             -------
 as Agent for the Lenders.




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

         WHEREAS, Textron, Co-Managing Agent, Lenders, and Borrowers have
entered into financing arrangements pursuant to which Textron, Co-Managing
Agent, and Lenders have made and may make loans and advances and provide other
financial accommodations to Borrowers as set forth in the Credit Agreement,
dated July 12, 2002, by and among Textron, Co-Managing Agent, Lenders, and
Borrowers (as the same now exists and may hereafter be further amended,
modified, supplemented, extended, renewed, restated or replaced, the
"Agreement") and the agreements, documents and instruments at any time executed
and/or delivered in connection therewith or related thereto (collectively,
together with the Agreement, the "Loan Documents"); and

         WHEREAS, Borrowers, Textron, Co-Managing Agent and Lenders have agreed
to certain amendments to the Agreement as more particularly contained herein;

         NOW, THEREFORE, in consideration of the mutual conditions and
agreements and covenants set forth herein, and for other good and valuable
consideration, the adequacy and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


Section 1.  Definitions.
            -----------

         1.1 Additional Definitions. As used herein, the following terms shall
             ----------------------
have the respective meanings given to them below and the Agreement shall be
deemed and is hereby amended to include, in addition and not in limitation, each
of the following definitions:



                  ""Amendment No. 1" shall mean this Amendment No. 1 to the
                    ---------------
                  Credit Agreement by and among Borrowers, Textron, Co-Managing
                  Agent, and Lenders, as the same now exists or may hereafter be
                  amended, modified, supplemented, extended, renewed, restated
                  or replaced."

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         1.2  Interpretation.  For purposes of this Amendment No. 1, all terms
              --------------
used herein, including but not limited to, those terms used and/or defined
herein or in the recitals hereto shall have the respective meanings assigned
thereto in the Agreement, as amended by this Amendment No. 1.

         Section 2.  Amendment to Agreement.
                     ----------------------

         Section 2 of the Agreement is hereby amended by adding the following
Section 2.10 therein:

         "2.10 Treasury Management Services. Any Lender may agree to provide the
               ----------------------------
Borrowers with treasury management services pursuant to terms and conditions
agreed upon between such Lender and the Borrowers. All fees, costs, and
obligations owed by the Borrowers to a Lender in connection with such treasury
management services, including without limitation, overdrafts, foreign exchange
exposure, and automated clearinghouse charges, shall be part of the Obligations
secured by the Collateral hereunder."

         Section 3. Additional Lender. It is the intention of each party to the
                    -----------------
Agreement to add U.S. Bank National Association, a national banking association
("U.S. Bank") as an additional Lender under the Agreement pursuant to an
assignment by Textron, in its capacity as a Lender, of a portion of its
Commitments as a Lender to U.S. Bank equivalent to approximately .285715 of
Textron's Commitment, such assignment representing a Commitment on the part of
U.S. Bank in the maximum amount of $10,000,000.00. Such assignment shall be
deemed effective immediately upon execution and delivery of the Assignment
Agreement referenced in Section 14.7.1 (ii) of the Agreement.

         Section 4. Representations, Warranties and Covenants. In addition to
                    -----------------------------------------
the continuing representations, warranties and covenants heretofore or hereafter
made by Borrowers to Textron, Co-Managing Agent and Lenders pursuant to the
Agreement and the other Loan Documents, Borrowers each hereby represent, warrant
and covenant with Textron, Co-Managing Agent, and Lenders that this Amendment
No. 1 has been duly executed and delivered by Borrowers and is in full force and
effect as of the date of this Amendment No. 1 and the agreements and obligations
of Borrowers contained herein constitute legal, valid and binding obligations of
Borrowers enforceable against Borrowers in accordance with their respective
terms.

         Section 5. Conditions Precedent. The effectiveness of the amendments
                    --------------------
contained herein shall be subject to, Textron, in its capacity as Agent for the
Lenders, having received, in form and substance reasonably satisfactory to
Textron, an original of this Amendment No. 1, duly authorized, executed and
delivered by Borrowers, Textron, Co-Managing Agent, and Lenders.


         Section 6. Notice Re Change of Address. Pursuant to Section 14.2 of the
                    ---------------------------
Agreement, Textron, in its capacity as a Lender and as Agent, hereby gives
notice that its address for the giving of notice pursuant to the Agreement is
hereby designated as follows:

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                  Notice Address:   Textron Financial Corporation
                                            Asset-Based Lending Group
                                            11575 Great Oaks Way, Suite 210
                                            Alpharetta, Georgia 30022
                                            Facsimile:  (770) 360-1407
                                            Attention:  SVP - ABLG Operations

         Section 7.  Provisions of General Application
                     ---------------------------------

         7.1   Effect of this Amendment.  Except as modified pursuant hereto, no
               ------------------------
other changes or modifications to the Agreement are intended or implied and in
all other respects the Agreement is hereby specifically ratified, restated and
confirmed by all parties hereto as of the effective date hereof. To the extent
of conflict between the terms of this Amendment No. 1 and the Agreement, the
terms of this Amendment No. 1 shall control. The Agreement and this Amendment
No. 1 shall be read and construed as one agreement.

         7.2   Further Assurances.  The parties hereto shall execute and deliver
               ------------------
such additional documents and take such additional action as may be reasonably
necessary or desirable to effectuate the provisions and purposes of this
Amendment No. 1.

         7.3   Governing Law. The rights and obligations hereunder of each of
               -------------
the parties hereto shall be governed by and interpreted and determined in
accordance with the laws of the State of New York, but excluding any principles
of conflicts of law or other rule of law that would result in the application of
the law of any jurisdiction other than the laws of the State of New York.

         7.4   Binding Effect.  This Amendment No. 1 shall be binding upon and
               --------------
inure  to the  benefit  of each  of the  parties  hereto  and  their  respective
successors and assigns.

         7.5   Survival of Representations and Warranties. All representations
               ------------------------------------------
and warranties made in this Amendment No. 1 or any other document furnished in
connection with this Amendment No. 1 shall survive the execution and delivery of
this Amendment No. 1 and the other documents, and no investigation by Agent or
any Lender shall affect the representations and warranties or the right of Agent
or any Lender to rely upon them.

         7.6   Counterparts.  This Amendment No. 1 may be executed in any number
               ------------
of counterparts, but all of such counterparts shall together constitute but one
and the same agreement. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart thereof signed by
each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered by their authorized officers as of the date and year
first above written.






                    OREGON STEEL MILLS, INC.


                    By:  /s/ L. Ray Adams
                       --------------------------------------------------
                          Title: VP Finance and CFO


                    NEW CF&I, INC.


                    By: /s/  L. Ray Adams
                       --------------------------------------------------
                          Title: VP Finance and CFO

                    CF&I STEEL, L.P. (DBA ROCKY MOUNTAIN STEEL MILLS)


                    By:  New CF&I, Inc., General Partner

                    By: /s/  L. Ray Adams
                       --------------------------------------------------
                          Title: VP Finance and CFO


                    COLORADO AND WYOMING RAILWAY
                    COMPANY

                    By: /s/  L. Ray Adams
                       --------------------------------------------------
                          Title: VP Finance and CFO


                    TEXTRON FINANCIAL CORPORATION,
                    as Agent and as a Lender

Commitment:  $25,000,000
(as a Lender)
                    By:   /s/ Ralph J. Infante
                       --------------------------------------------------
                          Title: Vice President

                    GMAC BUSINESS CREDIT LLC,
                    as Co-Managing Agent and as a Lender

Commitment:  $25,000,000
(as a Lender)
                    By:    /s/ Edward Hill
                       --------------------------------------------------
                          Title: Senior Vice President


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                    ORIX FINANCIAL SERVICES, INC.,
                    as a Lender

Commitment:  $15,000,000
(as a Lender)
                     By:    /s/ Michael DuBois
                        --------------------------------------------------
                           Title: Vice President

                     U.S. BANK NATIONAL ASSOCIATION, as a
Lender

Commitment:  $10,000,000
(as a Lender)
                     By:   /s/ Christopher J. Shaaf
                        --------------------------------------------------
                           Title: Vice President

                    ACKNOWLEDGEMENT OF SUBSIDIARY GUARANTORS

         The undersigned, each a guarantor of Borrowers referred to in the
foregoing Amendment No. 1, hereby acknowledge that each has received a copy of
this Amendment No. 1 and each consents thereto, and each of the undersigned
hereby ratifies and confirms the Subsidiary Guaranty Agreement executed by it as
of July 12, 2002, and that this Acknowledgement shall be deemed dated as of the
effective date of this Amendment No. 1, as first set forth above.

                     OREGON STEEL MILLS PROCESSING, INC.


                     By:   /s/  L. Ray Adams
                        --------------------------------------------------
                           Title: VP Finance and CFO

                     OSM GLASSIFICATION, INC.


                     By:   /s/  L. Ray Adams
                        --------------------------------------------------
                           Title: VP Finance and CFO

                     OSM DISTRIBUTION, INC.


                     By:   /s/  L. Ray Adams
                        --------------------------------------------------
                           Title: VP Finance and CFO

                     OREGON STEEL DE GUAYANA, INC.


                     By:   /s/  L. Ray Adams
                        --------------------------------------------------
                           Title: VP Finance and CFO


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