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                                                                    Exhibit 10.3

CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, WHICH ARE IDENTIFIED BY THE SYMBOL
"XXXX", HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



                               AMENDMENT NO. 1 TO
                         SUPPLEMENT GENERATION AGREEMENT

         This Amendment No. 1 ("Amendment") to the Supplemental Generation
Agreement ("Supplemental Generation Agreement") dated December 21, 2000, is made
and entered into effective the 1st day of June, 2001 (the "Effective Date") by
and between GENEVA STEEL L.L.C., a Delaware limited liability company
("Geneva"), the successor in interest to Geneva Steel Company, and Utah Power &
Light Company, an assumed business name of PACIFICORP, an Oregon corporation
("Utah Power").

                                    RECITALS

A.       On February 10, 1989, Utah Power and Geneva entered into an agreement
         ("the 1989 Agreement"), as amended, by which Utah Power supplies
         interruptible power and energy to Geneva's steel production facility in
         Vineyard, Utah.

B.       On July 1, 1997, Utah Power and Geneva entered into the Generation
         Cooperation Agreement (the "Cooperation Agreement") by which Utah Power
         may call on Geneva to increase the output of its steam electric
         generating plant (the "Generating Plant") at its steel production
         facility up to 1,314 hour per contract year as an offset to Geneva's
         demand for electric service under the 1989 Agreement.

C.       On December 21, 2000, Geneva and Utah Power entered into the
         Supplemental Generation Agreement pursuant to which Utah Power agreed
         to compensate Geneva for certain Supplemental Generation that Geneva
         offered to generate.

D.       On June 8, 2001, Geneva and Utah Power entered into a Load Curtailment
         Agreement ("Load Curtailment Agreement") pursuant to which Geneva
         agreed to curtail load and Utah Power agreed to compensate Geneva for
         such curtailment during certain peak hours.

E.       The parties now desire to amend the Supplemental Generation Agreement
         to require Geneva to use reasonable commercial efforts to generate, and
         to require Utah Power to purchase Supplemental Generation made
         available by Geneva, outside of the peak hours covered by the Load
         Curtailment Agreement.
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NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Parties agree as follows:

1.       Section 1.1 of the Supplemental Generation Agreement is amended and
         replaced in its entirety to read as follows:

         1.1      "Baseline Generation Capability" means 25.2 MWh per hour when
                  operating one blast furnace and 38.6 MWh per hour when
                  operating two (2) blast furnaces.

2.       Sections 1.2 and 1.6 of the Supplemental Generation Agreement are
         deleted in their entireties.

3.       Section 1.9 of the Supplemental Generation Agreement is amended and
         replaced in its entirety to read as follows:

         1.9      "Supplemental Generation" means the hourly generation amounts
                  provided by the Generating Plant during hours other than Load
                  Curtailment Periods covered by the Curtailment Agreement, and
                  other than amounts called upon by Utah Power to offset
                  Geneva's power purchases in accordance with the Cooperation
                  Agreement. The maximum hourly amount that PacifiCorp may call
                  upon under the Cooperation Agreement is 10 MWh per hour.

4.       Section 2 of the Supplemental Generation Agreement is amended and
         replaced in its entirety to read as follows:

         2.       Term.

                  The term of this Agreement shall be coterminous with the term
                  of the Load Curtailment Agreement.

5.       Section 3.1 of the Supplemental Generation Agreement is amended and
         replaced in its entirety to read as follows:

         3.1      Payment for Supplemental Generation. During the term of this
                  Agreement, Utah Power shall pay Geneva for the value of all
                  Supplemental Generation provided by Geneva at the Delivery
                  Point.

6.       Section 3.3 of the Supplemental Generation Agreement is amended and
         replaced in its entirety to read as follows:

         3.3      Scheduling. Geneva shall notify Utah Power's Dispatch Center
                  prior to 1000 hours Prevailing Mountain Time on the last
                  mutually recognized work day prior to the following week
                  (normally Friday) of the days and hours that Geneva expects
                  that Supplemental Generation will not be

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                  available during the following Saturday through Friday period.
                  No later that 1300 hours on the date that Utah Power timely
                  receives the foregoing information from Geneva, Utah Power
                  shall pre-schedule the day(s) during the upcoming week that
                  Geneva has offered to provide Supplemental Generation. Utah
                  Power shall provide a schedule for both High Load Hours and
                  Low Load Hours and shall indicate when it is calling for
                  Supplemental Generation Capability under this Agreement and
                  when it is calling for offsets under the Cooperation
                  Agreement.

7.       Section 3.4 is deleted in its entirety

8.       Section 4.1 of the Supplemental Generation Agreement is amended and
         replaced in its entirety to read as follows:

         4.1      For Supplemental Generation provided by Geneva during On-Peak
                  Hours, Utah Power shall pay Geneva XXXX of the Dow Jones Palo
                  Verde Firm Index multiplied by the difference between the
                  generated amount for that hour and the Baseline Generation
                  Capability. For Supplemental Generation provided by Geneva
                  during Off-Peak Hours and Sundays and WSCC Holiday Hours, Utah
                  Power shall pay Geneva XXXX of the Dow Jones Palo Verde Firm
                  Index for the relevant period, multiplied by the difference
                  between the generated amount for that hour and the Baseline
                  Generation Capability. For purposes of calculating payments to
                  Geneva under this Agreement, the applicable index shall never
                  be less that $32/Mwh. The Baseline Generation Capability may
                  be modified to accommodate changed circumstances for specified
                  periods of time, upon agreement of both parties. Any such
                  modifications shall not be enforceable without written
                  confirmation (by facsimile or otherwise) from Utah Power
                  confirming any agreed-upon modifications and the periods
                  during which the same shall apply.

9.       Section 4.2 is revised to read as follows:

         4.2      Billing

                  PacifiCorp shall credit Geneva's invoice with amounts as
                  provided herein on a monthly basis. PacifiCorp shall be able
                  to offset any payments it owes Geneva hereunder with any
                  amounts Geneva owes PacifiCorp pursuant to the 1989 Agreement
                  or any other Geneva/PacifiCorp Agreements. If the credit
                  amount owed to Geneva exceeds the monthly payment due
                  PacifiCorp for power purchased by Geneva under the 1989
                  Agreement, PacifiCorp shall pay the net amount due Geneva
                  hereunder within seventeen days after the end of each billing
                  month. PacifiCorp shall electronically wire transfer its
                  monthly payment to an account designated by Geneva. All hours
                  in which Geneva provides Supplemental Generation

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                  energy by this agreement shall be accounted for separately
                  from the 1,314 hours provided under the Cooperation Agreement.

10.      Other than as specifically modified herein, the Generation Agreement
         shall remain in full force and effect.


UTAH POWER                                  GENEVA STEEL L.L.C.

By: /s/ Andy MacRitchie                     By: /s/ Ken C. Johnsen

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

Its: Executive Vice President               Its: President

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