<PAGE>   1


                                   FORM 10-Q
                                   ---------


                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                                     20549

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarter ended September 30, 1996

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 1-5210

                             AMERISTEEL CORPORATION

    Incorporated -- Florida            Employer Identification No. -- 59-0792436

                          5100 W. Lemon Street
                          Tampa, Florida 33609

                          Mailing Address:
                          P. O. Box 31328
                          Tampa, Florida 33631-3328
                          Telephone No. 286-8383 - Area Code 813

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.


Yes   X    No
    -----     -----

       As of the date of this report, the registrant had 10,086,831 shares $.01
par value common stock outstanding.
<PAGE>   2
                        PART I -- FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

AMERISTEEL CORPORATION
CONDENSED STATEMENTS OF FINANCIAL POSITION
($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,    MARCH 31,
                                                         1996           1996
                                                      (UNAUDITED)
                                                     -------------    ---------
<S>                                                    <C>            <C>
ASSETS                                                                
                                                                      
CURRENT ASSETS                                                        
    Cash and cash equivalents                          $      73      $   6,193
    Accounts receivable, less allowance for                           
     estimated losses ($1,132 at September 30, 1996                  
     and $1,000 at March 31, 1996)                        71,972         72,910
    Inventories                                           95,995        112,753
    Deferred tax assets                                    6,200          7,200
    Other current assets                                     784          1,053
                                                       ---------      ---------
TOTAL CURRENT ASSETS                                     175,024        200,109
                                                                      
ASSETS HELD FOR SALE                                      14,411         14,411
                                                                      
PROPERTY, PLANT AND EQUIPMENT                            304,883        289,688
    Less allowances for depreciation                     (50,193)       (42,679)
                                                       ---------      ---------
                                                         254,690        247,009
                                                                      
GOODWILL                                                  87,838         89,903
                                                                      
DEFERRED FINANCING COSTS                                   2,990          3,457
                                                                      
OTHER ASSETS                                                   8              7
                                                       ---------      ---------

TOTAL ASSETS                                           $ 534,961      $ 554,896
                                                       =========      =========
</TABLE>

See notes to condensed financial statements





                                       2
<PAGE>   3
AMERISTEEL CORPORATION
CONDENSED STATEMENTS OF FINANCIAL POSITION
($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          SEPTEMBER 30,   MARCH 31,
                                                                              1996          1996
                                                                           (UNAUDITED)
                                                                            ---------     ---------
<S>                                                                         <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Trade accounts payable                                                   $  38,780     $  40,234
   Salaries, wages and employee benefits                                       14,539        14,336
   Environmental remediation                                                    4,244         6,079
   Other current liabilities                                                    4,622         5,057
   Interest payable                                                             4,583         4,940
   Current maturities of long-term borrowings                                   8,440        14,942
                                                                            ---------     ---------
                 TOTAL CURRENT LIABILITIES                                     75,208        85,588

LONG -TERM BORROWINGS,
  (INCLUDING NOTE PAYABLE TO PARENT OF
  $50,000 at September 30, and  March 31, 1996, respectively)                 239,245       252,525

OTHER LIABILITIES                                                              19,316        20,336

DEFERRED INCOME TAXES                                                          55,000        54,700

SHAREHOLDERS' EQUITY
   Common stock, $.01 par value; 30,000,000 shares authorized
     at September 30, and March 31, 1996, 10,087,362 and 10,095,741
     shares outstanding at September 30, and March 31,1996, respectively          101           101
   Capital in excess of par                                                   156,919       157,026
   Accumulated deficit                                                         (8,334)      (12,380)
   Deferred compensation                                                       (2,494)       (3,000)
                                                                            ---------     ---------
                TOTAL SHAREHOLDERS' EQUITY                                    146,192       141,747
                                                                            ---------     ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $ 534,961     $ 554,896
                                                                            =========     =========
</TABLE>

See notes to condensed financial statements





                                       3
<PAGE>   4
AMERISTEEL CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
($ IN THOUSANDS EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                   SIX MONTHS ENDED           THREE MONTHS ENDED
                                             SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,  SEPTEMBER 30,
                                                 1996          1995          1996           1995
                                              (UNAUDITED)   (UNAUDITED)   (UNAUDITED)    (UNAUDITED)
                                             ------------- ------------- -------------  -------------
<S>                                            <C>           <C>           <C>            <C>
Net Sales                                      $ 327,908     $ 326,229     $ 158,086      $ 161,018

Operating Expenses:
  Cost of sales, excluding depreciation          285,173       273,268       136,261        136,354
  Selling and administrative                      14,261        14,130         7,328          7,113
  Depreciation                                     8,091         7,286         4,096          3,652
  Amortization of goodwill                         2,065         2,065         1,032          1,033
  Other operating expenses                             0        15,000             0              0
                                               ---------     ---------     ---------      ---------
                                                 309,590       311,749       148,717        148,152
                                               ---------     ---------     ---------      ---------
INCOME FROM OPERATIONS                            18,318        14,480         9,369         12,866

Other Expenses:
  Interest                                         9,898        12,014         5,043          5,710
  Amortization of deferred financing costs           467         1,209           233            229
                                               ---------     ---------     ---------      ---------
                                                  10,365        13,223         5,276          5,939
                                               ---------     ---------     ---------      ---------
INCOME BEFORE INCOME TAXES                         7,953         1,257         4,093          6,927

Income tax                                         3,907         1,296         1,999          3,105
                                               ---------     ---------     ---------      ---------

NET INCOME (LOSS)                              $   4,046     $     (39)    $   2,094      $   3,822
                                               =========     =========     =========      =========

Weighted average shares outstanding
  (in thousands)                                  10,093        10,030        10,093         10,049

Earnings (loss) per common share               $    0.40     $   (0.00)    $    0.21      $    0.38
                                               =========     =========     =========      =========
</TABLE>

See notes to condensed financial statements





                                       4
<PAGE>   5
AMERISTEEL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED
                                                                  SEPTEMBER 30,       SEPTEMBER 30,
                                                                      1996                1995
                                                                   (UNAUDITED)         (UNAUDITED)
                                                                  -------------       -------------
<S>                                                                  <C>                 <C>
OPERATING ACTIVITIES
Net income (loss)                                                    $  4,046            $    (39)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
  Depreciation                                                          8,091               7,286
  Amortization                                                          2,532               3,274
  Provision for uncollectable accounts                                    177                 200
  Deferred compensation                                                   506                 450
  Deferred income taxes                                                 1,300                 (86)
  (Gain) loss on disposition of property, plant and equipment            (191)             13,397

Changes in operating assets and liabilities:
  Accounts receivable                                                     761               3,397
  Inventories                                                          16,758               7,810
  Other current assets                                                    269                (242)
  Other assets                                                              1                  19
  Trade accounts payable                                               (1,454)            (14,096)
  Salaries, wages and employee benefits                                   203              (1,280)
  Environmental remediation                                            (1,835)             (2,550)
  Other current liabilities                                              (435)              1,449
  Interest payable                                                       (357)                (86)
  Other liabilities                                                    (1,020)                239
                                                                     --------            --------

NET CASH PROVIDED BY OPERATING ACTIVITIES                            $ 29,352            $ 19,142

INVESTING ACTIVITIES
  Additions to property, plant and equipment                          (24,211)            (12,966)
  Proceeds from sales of property, plant and equipment                    519                 712
  Use of restricted IRB funds                                           8,109                   0
                                                                     --------            --------
NET CASH USED IN INVESTING ACTIVITIES                                 (15,583)            (12,254)

FINANCING ACTIVITIES
  Proceeds from (payments of) short-term and long-term borrowings     (19,782)             (8,471)
  Addition to deferred financing costs                                      0                (667)
  Proceeds from sale (purchase) of common stock                          (107)                989
                                                                     --------            --------
NET CASH (USED IN) FINANCING ACTIVITIES                               (19,889)             (8,149)
                                                                     --------            --------
DECREASE IN CASH AND CASH EQUIVALENTS                                  (6,120)             (1,261)

Cash and cash equivalents at beginning of period                        6,193               2,854
                                                                     --------            --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $     73            $  1,593
                                                                     --------            --------
</TABLE>


See notes to condensed financial statements.





                                       5
<PAGE>   6
AMERISTEEL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE  A -- BASIS OF PRESENTATION

These financial statements include the accounts of AmeriSteel Corporation (the
"Company").

The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not include
all the information or footnotes necessary for a complete presentation of
financial condition, results of operations and cash flows in conformity with
generally accepted accounting principles.  However, all adjustments which, in
the opinion of management, are necessary for a fair presentation have been
included.  Such adjustments consisted of only normally recurring items.

It is suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.  The results of the six months
ended September 30, 1996 are not necessarily indicative of the results to be
expected for the fiscal year ending March 31, 1997.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Segment: The Company is engaged in steel production and the
manufacture, fabrication and marketing of steel products, primarily for use in
construction and industrial markets.

Credit Risk: The Company extends credit, primarily on a basis of 30-day terms,
to various customers in the steel distribution, fabrication and construction
industries, primarily located in the southeastern United States.  The Company
performs periodic credit evaluations of its customers and generally does not
require collateral.  Credit losses, in the past, have not been significant.

Cash Equivalents: The Company considers all highly liquid investments, with a
maturity of three months or less when purchased, to be cash equivalents.

Inventories: Inventories are stated at the lower of cost (determined
principally by use of the first-in, first-out method) or market.

Assets Held for Sale: Assets held for sale are carried at the lower of cost or
estimated fair value.

Plant and Equipment: Major renewals and betterments are capitalized and
depreciated over their estimated useful lives.  Maintenance and repairs are
charged against operations as incurred.  Upon retirement or other disposition
of plant and equipment, the cost and related allowances for depreciation are
removed from the accounts and any resulting gain or loss is reflected in
operations.

Plant start-up and other pre-operating costs of new facilities are charged
against operations as incurred.

For financial reporting purposes, the Company provides for depreciation of
plant and equipment using the straight-line method over the estimated useful
lives of 20 to 30 years for buildings and improvements and 4 to 15 years for
machinery and equipment.





                                       6
<PAGE>   7
AMERISTEEL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE C -- INVENTORIES

Inventories consist of the following:
  ($ in thousands)

<TABLE>
<CAPTION>
                                                SEPTEMBER 30,        MARCH 31,
                                                    1996               1996
                                                 (UNAUDITED)
                                                -------------        ---------
    <S>                                           <C>                <C>
    Finished goods                                $ 54,754           $  73,196
    Work in-process                                  8,439              16,291
    Raw materials and operating supplies            32,802              23,266
                                                  --------           ---------
                                                  $ 95,995           $ 112,753
                                                  ========           =========
</TABLE>


NOTE D--BORROWINGS

Long-term borrowings consist of the following:
    ($ in thousands)
<TABLE>
<CAPTION>
                                            SEPTEMBER 30,          MARCH 31,
                                                1996                 1996
                                            -------------          ---------
    <S>                                       <C>                  <C>
    Revolving Credit Agreement                $  53,430            $  71,650
    First Mortgage Notes                        100,000              100,000
    Subordinated Intercompany Note               50,000               50,000
    Industrial Revenue Bonds                     30,875               30,875
    Bank of Tokyo Loan                            8,000               10,000
    Trade Loan Agreement                          4,940                4,498
    Note to Parent                                  440                  444
                                              ---------            ---------
                                                247,685              267,467
    Less Current Maturities                       8,440               14,942
                                              ---------            ---------
                                              $ 239,245            $ 252,525
                                              =========            =========
</TABLE>


Effective June 9, 1995, the Company entered into a two-year revolving bank
agreement (the "Revolving Credit Agreement"), that provides up to $140 million
borrowings subject to a "borrowing base" amount.  The borrowing base amount
will not exceed the sum of 85% of eligible accounts receivable plus 65% of
eligible inventory.  Letters of credit are subject to an aggregate sublimit of
$50 million.  The Revolving Credit Agreement contains certain covenants
including financial ratios and limitations on indebtedness, liens, investments
and disposition of assets and dividends and is collateralized by first priority
security interests in substantially all accounts receivable and inventory of
the Company.  In June 1996 the Revolving Credit Agreement was extended an
additional year and will expire June 8, 1998.

Borrowings under the Revolving Credit Agreement bear interest at a per annum
rate equal to one of several rate options at the discretion of the Company plus
an applicable margin determined by tests of performance from time to time.  The
average borrowing rate under the Revolving Credit Agreement, at September 30,
1996 was 7.1%.





                                       7
<PAGE>   8
AMERISTEEL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE D -- BORROWINGS - Continued

The First Mortgage Notes are collateralized senior obligations of the Company
limited in aggregate principal amount to $100 million and will mature on
December 15, 2000.  Interest on the First Mortgage Notes accrues at the rate of
11.5% per annum and is payable semiannually on each June 15 and December 15.
The Company has assigned and pledged a security interest in substantially all
the real and personal property of the four steel mills.

The First Mortgage Notes will be redeemable, at the option of the Company, in
whole or in part from time to time, on or after December 15, 1996 at redemption
prices (expressed as percentages of the outstanding principal amount) if
redeemed during the twelve-month period commencing on December 15 of the year
set forth below, plus, in each case, accrued interest thereon to the date of
redemption:

<TABLE>
<CAPTION>
                          Year                             Percentage
                          ----                             ----------
                          <S>                              <C>
                          1996                             103.833%
                          1997                             101.916%
                          1998 and thereafter              100.000%
</TABLE>

The First Mortgage Notes rank pari passu with respect to the payment in full of
the principal and interest on all existing and future senior indebtedness of
the Company and rank senior to all subordinated indebtedness of the Company.

The First Mortgage Notes contain covenants that include, without limitation,
maintenance of sufficient consolidated net worth and limitations on additional
indebtedness, transactions with affiliates, dispositions of assets, liens,
dividends and distributions.  The Company is in compliance with these covenants
at September 30, 1996.

The Company has issued to Holdings a $50 million note (the "Subordinated
Intercompany Note") which matures December 21, 2002.  The Subordinated
Intercompany Note bears interest at variable rates.  The weighted average
interest rate at September 30, 1996 was 7.2%.

The Company also has outstanding borrowings obtained through industrial revenue
bonds ("IRBs") issued to construct facilities in Jackson, Tennessee; Charlotte,
North Carolina; Jacksonville, Florida; and Plant City, Florida.  The interest
rates on these bonds range from 50% to 75% of the prime rate.  The Company
increased its outstanding IRB's by $20.0 million in fiscal 1996 for a solid
waste disposal project in Jackson, Tennessee.  Approximately $5.5 million of
these proceeds had not been spent as of September 30, 1996.  These unspent
proceeds are legally restricted for use on the solid waste disposal project and
accordingly, have been classified as construction in progress in the
accompanying statements of financial position.  The IRBs mature in fiscal 2004
except for the new IRBs which mature in fiscal 2018.  The IRBs are backed by
irrevocable letters of credit issued pursuant to the Revolving Credit
Agreement.  As of September 30, 1996, the Company had approximately $37.1
million of outstanding letters of credit, primarily for IRBs, insurance-
related matters and surety bonds.

The Note to Parent is an unsecured non-interest bearing note with no stated
maturity.  Accordingly, amounts due are classified as current as of September
30, 1996, in the accompanying statements of financial position.

The Company has borrowed $4.9 million as of September 30, 1996, under the Trade
Loan Agreement.  The loan bears interest at 7.3% and matures on June 30, 1998.
The proceeds are to be used for the purchase of steel mill equipment which
shall collateralize the loans.





                                       8
<PAGE>   9
AMERISTEEL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE E -- ENVIRONMENTAL MATTERS

Environmental legislation and regulation at both the federal and state level is
subject to change, which may change the cost of compliance.  Various possible
methods of remediation are presently being studied for approval; however, it is
expected that the investigation and remediation process will take a number of
years.  Although the ultimate costs associated with the remediation are not
presently known, the Company has estimated the cost to be approximately $12.3
million.  Approximately $10.6 million of these costs is recorded in accrued
liabilities as of September 30, 1996.  The remaining amounts consist of site
restoration and environmental exit costs to ready idle facilities for sale, and
have been considered in determining whether the carrying amounts of the
properties exceed their net realizable values.  The Company's estimate of the
remediation costs is based on its review of each site and the nature of such
problems.  The Company then determines for each site the expected remediation
methods, and the estimated cost for each step of remediation.  In all such
determinations, the Company employs outside consultants, and providers of such
remedial services where necessary, to assist in making such determinations.

Based on past use of certain technologies and remediation methods by third
parties, evaluation of those technologies and methods by the Company's
consultants and quotations and third-party estimates of costs of
remediation-related services provided to the Company or of which the Company
and its consultants are aware, the Company and its consultants believe that the
Company's cost estimates are reasonable.  In light of the uncertainties
inherent in determining the costs associated with the clean-up of such
contamination, including the time periods over which such costs must be paid,
the extent of contribution by parties which are joint and severally liable, and
the nature and timing of payments to be made under cost sharing arrangements;
there can be no assurance the ultimate costs of remediation may not be greater
or less than the estimated remediation costs.

NOTE F -- OTHER ITEMS

Other Operating Expenses
In July 1995, the Company announced the closing of the Tampa, Florida rolling
mill, resulting in a $15.0 million charge of which $12.0 million was to reduce
fixed assets to realizable value and $3.0 million for severance and benefit
costs for affected employees and other costs associated with the closure of the
facility.

Litigation
The Company is defending various claims and legal actions which are common to
its operations.  While it is not feasible to predict or determine the ultimate
outcome of these matters, none of them, in the opinion of management, will have
a material effect on the Company's financial position or results of operations.





                                       9
<PAGE>   10
AMERISTEEL CORPORATION
ITEM 2.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

LIQUIDITY AND CAPITAL RESOURCES

The Revolving Credit Agreement effective June 9, 1995, provides up to $140
million borrowings subject to a "borrowing base" amount which substantially
provides the Company's liquidity.  The unused borrowing at September 30, 1996
was $27.8 million.

Net cash provided by operating activities totaled $11.0 million for the quarter
ended September 30, 1996 of which approximately 76% was from operating results
and 24% due to changes in working capital.  For the six months ended September
30, 1996 net cash provided by operating activities totaled $19.4 million of
which approximately 56% was from operating results and 44% due to changes in
working capital.  Inventories were reduced $1.8 million in the quarter while
they have been reduced $16.8 million for the six months ended September 30,
1996, both due to lower finished production as a result of capital project
startups at the Charlotte, North Carolina and Jackson, Tennessee mills.

The closure of the Tampa rolling mill, effective September 1995, resulted in a
$15 million charge for the June 1995 quarter.  Of that amount $12 million was a
non-cash write down of fixed assets and the balance was for severance pay.

The Company expects to spend an additional $9 million for capital expenditures
and approximately $3 million for environmental remediation during the balance
of fiscal 1997.  Cash flow generated from operations, available financing and
$5.5 million cash balance remaining from IRB proceeds is expected to be
sufficient to fund the contemplated expenditures, and maintain adequate
liquidity.  The Company continues to comply with all of the covenants of its
loan agreements.





                                       10
<PAGE>   11
AMERISTEEL CORPORATION
ITEM 2.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION - Continued

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                         SIX MONTHS ENDED                THREE MONTHS ENDED
                                 SEPTEMBER 30,    SEPTEMBER 30,      SEPTEMBER 30,    SEPTEMBER 30,
                                     1996             1995               1996             1995
                                  (UNAUDITED)      (UNAUDITED)        (UNAUDITED)      (UNAUDITED)
                                 -------------    -------------      -------------    -------------
<S>                                <C>              <C>                <C>              <C>  
Shipments (Tons)
----------------
Stock Rebar                          242,213          248,009            107,578          122,661
Merchant Bar                         253,455          280,001            132,671          138,409
Rods                                  61,785           64,062             26,387           34,112
                                   ---------        ---------          ---------        ---------
    Mill Finished Products           557,453          592,072            266,636          295,182

Fabricated Rebar                     170,215          170,653             86,196           81,669
Billets                              187,705           69,842             79,141           49,188
                                   ---------        ---------          ---------        ---------
Total Shipments                      915,373          832,567            431,973          426,039
                                   =========        =========          =========        =========

Selling Price ($ Per Ton)
-------------------------
Stock Rebar                        $     313        $     322          $     319        $     314
Merchant Bar                             354              371                350              367
Rods                                     322              351                326              345
                                   ---------        ---------          ---------        ---------
    Mill Finished Products               332              349                334              343
Fabricated Rebar (plain)                 453              461                452              462
Billets                                  225              234                230              230

Metal Margin Spread ($ Per Ton)
-------------------------------
Mill Selling Price                 $     332        $     349          $     334        $     343
Ferrous Scrap Price                      132              131                134              130
                                   ---------        ---------          ---------        ---------
Metal Margin Spread                $     200        $     218          $     200        $     213
                                   ---------        ---------          ---------        ---------
</TABLE>                             

     
     
     
         
                                       11
<PAGE>   12
AMERISTEEL CORPORATION
ITEM 2.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION - Continued

Revenues: Revenue for the current quarter was down slightly as higher sales
volumes were more than offset by lower prices and a product mix more heavily
weighted by lower priced semi-finished steel products.  During the current
quarter production and shipments of finished products at the Charlotte mill was
limited by the start-up of a major capital improvement project in the rolling
mill.  Compared to the prior year quarter, average mill selling prices were
down from $343 per ton to $334.  Year to date, average mill selling prices of
finished products were down from $349 per ton to $332.

Cost of Sales: Ferrous scrap costs increased from $130 to $134 per ton for the
quarter ended September 30, 1995 while the six month average scrap cost
remained about even from last year.  Manufacturing costs during the recent
quarter were down slightly with increases in the Charlotte, North Carolina mill
due to project startup offset by efficiencies gained in the other mills.  For
the six months ended September 30, 1996, cost of sales excluding depreciation
were up from last year in the first quarter due to the project startup at the
Charlotte, North Carolina mill and major maintenance at the Jackson, Tennessee
mill.

Selling and Administrative Expenses: Selling and administrative expenses for
the six months ended September 30, 1996, were $131 thousand higher than the
same period last year and $215 thousand higher for the quarter, due to outside
services.  Year to date, selling and administrative expenses were 4.3% of net
sales, unchanged from the same period last year.

Depreciation: Depreciation for the quarter ended September 30, 1996 was higher
than the same periods last year as a result of capital expenditures incurred to
upgrade mill facilities, primarily in Charlotte, North Carolina.

Interest Expense: Interest expense for the quarter and year to date has
declined by 11.7% and 17.6%, respectively, from the same periods last year due
to lower average debt outstanding and lower effective interest rates.
Capitalized interest in the quarter ended September 30, 1996 was $400 thousand
($1,058 thousand year to date) versus $505 thousand for the same quarter last
year (and versus $886 thousand for the same six month period last year.)

Income Taxes: The effective federal and state income tax rate for the quarters
ended Septemebr 30, 1996 and 1995 was 39%, excluding the effect of the
amortization of goodwill, which is not deductible for income tax purposes.





                                       12
<PAGE>   13
                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is defending various claims and legal actions which are common to
its operations.  While it is not feasible to predict or determine the outcome
of these matters, none of them, in the opinion of management, will have a
material effect on the Company's financial position or results of operation.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     The following document is filed as an exhibit to this
                 Quarterly Report on Form 10-Q:

                 27       Financial Data Schedule (for SEC use only)

         (b)     Reports on Form 8-K:

                 None



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        AMERISTEEL CORPORATION


Date: November 12, 1996                  /s/  P. E. Casey
                                        ----------------------------------------
                                        P. E. Casey, Chairman of the Board and
                                        Chief Executive Officer



Date: November 12, 1996                  /s/  T. J. Landa
                                        ----------------------------------------
                                        T. J. Landa,  Vice President and 
                                        Chief Financial Officer





                                       13