CERTIFICATE OF INCORPORATION

                               OF

               ROANOKE ELECTRIC STEEL CORPORATION


          This is to certify that we, the undersigned, desire to
and do hereby associate to establish a corporation under the 
provisions and subject to the requirements of the laws in such 
cases made and provided, and we, by this our certificate of 
incorporation, set forth as follows:

                                I
          The name of the Corporation is to be
           ROANOKE ELECTRIC STEEL CORPORATION

                               II
          The principal office of the Corporation is to be 
located in the County of Roanoke, Virginia.  The post office
address is to be Roanoke, Virginia.

                               III
          The purposes for which the Corporation is formed are as
 follows:
          (1)  To manufacture, buy, sell or otherwise deal or
               traffic in iron, steel, manganese, nickel,
               copper, coal, coke, or other metals or minerals.

          (2)  To acquire, own, lease, occupy, use, develop or
               deal in, any lands containing coal, iron, 
               manganese, nickel, copper, or other minerals, and
               to mine or otherwise extract or to remove such 
               minerals.

          (3)  To apply for, obtain, register, purchase, lease
               or otherwise to acquire, and to hold, use, own, 
               exercise, develop, operate and introduce, and to
               sell, assign, grant licenses in respect to, or 
               otherwise dispose of, any trade-marks,
               trade-names, patents or inventions, improvements
               or processes used in connection with or secured
               under letters patent of the United States or
               elsewhere in relation to any of the other
               purposes herein stated, and to acquire, use,
               exercise, or otherwise turn to gain licenses in
               respect of any such trade-marks, patents,
               inventions, processes and the like, or any such
               property or rights.

          (4)  To acquire by purchase, subscription or
               otherwise, and to invest in, hold or dispose of
               stocks, bonds, securities or other obligations
               of any other corporation or corporations;
               domestic or foreign, and while owner of any such
               stocks, bonds, securities or other obligations to
               exercise all the rights, powers and privileges of
               ownership, including the right to vote thereon
               for any and all purposes; and to do any acts or
               things for the preservation, protection,
               improvement or enhancement of the value of any
               such stocks, bonds, securities or obligations.

          (5)  To borrow money; to issue bonds, debentures or
               obligations of the corporation from time to time,
               for monies borrowed or in payment for property 
               purchased or for any of the other obligations or 
               purposes of the corporation; to secure the same
               by  mortgage or mortgages or deed or deeds of
               trust upon or pledge of any or all of the
               property, rights, privileges, or franchises of
               the corporation, wheresoever situated, acquired
               or to be acquired; and to sell or otherwise
               dispose of any or all such bonds, debentures,
               and obligations; provided, that no bonded 
               indebtedness, or increase in bonded indebtedness,
               secured by a lien on any of the property or 
               franchises of the Corporation, shall be created 
               until the creation or increase of such 
               indebtedness be sanctioned by a vote in person or
               by proxy of a majority in amount of all the
               stockholders having voting power, present or 
               represented and voting, at a meeting of the 
               stockholders called by the Board of Directors for
               that purpose pursuant to notice according to
               law; provided further, that no approval of or 
               submission to the stockholders shall be required 
               for any notes or bonds given for deferred 
               installments of the purchase price of property
               and secured by deeds of trust, mortgages, or
               other liens on the property of the Corporation.

          (6)  To conduct its business in all or any of its 
               branches in the State of Virginia and in other
               states of the United States of America, and in
               the territories and the District of Columbia, and
               in any or all dependencies, colonies, or
               possessions of the United States of America and
               in foreign countries, and for or in connection
               with such business, to hold, possess, purchase,
               mortgage and convey real and personal property
               and to maintain offices and agencies either
               within or without the State of Virginia.

          IN GENERAL, to do any or all of the things and
          exercise all of the powers hereinabove set forth to
          the same extent, within the limits of the law
          pertaining to corporations, as natural persons might
          or could do and in any part of the world, as
          principals, agents, contractors, or otherwise, either
          alone or in company with others, and to carry on any
          other business connected with the above set forth
          general purposes consistent with the powers conferred
          upon corporations by the laws of the State of
          Virginia.  The purposes hereinabove enumerated are
          intended to be in furtherance of and not in
          limitation of the powers generally granted to
          corporations by the laws of the State of Virginia,
          and nothing herein contained is intended to limit the
          powers of this corporation to less than those powers
          granted generally under the law.

                               IV
          The capital stock of the Corporation shall consist of 
common stock of no par value.  The maximum amount of capital 
stock of the Corporation is to be five thousand (5,000) shares of
common stock of  no par value, and the minimum amount of capital
stock of the Corporation is to be five hundred (500) shares of 
common stock of no par value.
                                V
          The period for duration of the Corporation is
unlimited.
                               VI
          The names and residences of the Directors, who, unless 
sooner changed by the Stockholders, are for the first year to 
manage the affairs of the Corporation, are as follows:
          Name                          Residence
     John W. Hancock, Jr.               2801 Avenham Ave., S.W.,
                                        Roanoke,  Virginia

     Orran D. Oakey, Jr.                2425 Willow, Western Hills,
                                        R. D. 4,  Roanoke, Virginia

     Barton W. Morris                   2406 Wycliffe Avenue, S.W.,
                                        Roanoke,  Virginia 

     A. Blair Antrim                    3105 Somerset Avenue, S.W.,
                                        Roanoke, Virginia 

     Charles P. Lunsford                3015 Avenham Avenue, S.W.,
                                        Roanoke, Virginia

     S. Colston Snead, Jr.              701 Red Lane, Salem, Virginia
                         
          The names, residences and offices of the officers, who,
unless sooner changed by the Stockholders, are for the first year
to manage the affairs of the Corporation, are as follows:
     Name                Residence                       Office

John W. Hancock, Jr.     2801 Avenham Avenue, S.W.,     President
                         Roanoke, Va.                   and               
                                                        Treasurer    

Elizabeth B. Hancock     2801 Avenham Avenue, S.W.,     Secretary
                         Roanoke, Va.

                               VII
          The amount of real estate to which the holdings of the
Corporation are at any time to be limited is fifty thousand 
(50,000) acres.
          GIVEN under our hands and seals this ______ day of 
_________, 1955.

                              John W. Hancock, Jr.       (SEAL)
                              Orran D. Oakey, Jr.        (SEAL)
                              Barton W. Morris           (SEAL)

STATE OF VIRGINIA   )
                    )    To-wit:
CITY OF ROANOKE     )


          I, ____________________________________________, a
Notary Public in and for the City of Roanoke, State of Virginia,
do hereby certify that JOHN W. HANCOCK, JR., ORRAN D. OAKEY, JR.
and BARTON W. MORRIS, whose names are signed to the foregoing
certificate of incorporation bearing date on the ______ day of
April, 1955, have this day personally appeared before me in my
City and State aforesaid and acknowledged the same.
          GIVEN under my hand this ______ day of April, 1955.

                              __________________________________
                                        Notary Public

My Commission expires: 
_______________________




                      ARTICLES OF AMENDMENT

                  OF ARTICLES OF INCORPORATION

              OF ROANOKE ELECTRIC STEEL CORPORATION


     These Articles of Amendment are filed pursuant to the 
provisions of 13.1-58 of the Code of Virginia of 1950 as amended.

     (a)  The name of the corporation is ROANOKE ELECTRIC STEEL 
          CORPORATION.

     (b)  Article IV of the Articles of Incorporation is amended
          to read as follows:
          "The maximum capital stock of the corporation is to be
          One Hundred Thousand (100,000) shares of common stock
          of no par value."

     (c)  On October 15, 1958, after proper notice, the proposed
           amendment was found in the best interests of the
          corporation and was adopted by the Board of Directors 
          by a vote of six "for" and one absent and not voting. 
          On December 15, 1958, notice was given to each 
          stockholder of record entitled to vote in the manner 
          provided in 13.1 Code of Virginia of 1950 as amended, 
          accompanied by a copy of the proposed amendment, and 
          such proposed amendment was adopted at a regular 
          meeting of the stockholders held pursuant to such 
          notice on January 19, 1959.

     (d)  On the date of such meeting, 2720 shares were
          outstanding and entitled to vote on the proposed
          amendment.

     (e)  On the date of such meeting, 2291 shares were voted 
          in person or by proxy for such amendment, and no
          shares were voted in person or by proxy against such 
          amendment.

     (f)  Such amendment does not effect a change in the amount
          of stated capital of the corporation.

     (g)  Such amendment does not effect a restatement of the 
          Articles of Incorporation.

          WITNESS the signature of ROANOKE ELECTRIC STEEL
CORPORATION by John W. Hancock, Jr., its President, attested by 
William M. Meador, its Secretary, with its corporate seal duly 
affixed, this ____________ day of January, 1959.

                         ROANOKE ELECTRIC STEEL CORPORATION

                         BY:       John W. Hancock, Jr.       
                             John W. Hancock, Jr., President


ATTEST:

  William M. Meador        
William M. Meador, Secretary

STATE OF VIRGINIA   )
                    )    To-wit:
CITY OF ROANOKE     )

          I, ________________________________________, a Notary 
Public in and for the City of Roanoke, State of Virginia, do 
hereby certify that John W. Hancock, Jr., President, and William 
M. Meador, Secretary, respectively, of the Roanoke Electric Steel
Corporation, whose names are affixed to the foregoing Articles of
Amendment bearing date on the ___________ day of January, 1959, 
have each this day personally appeared before me in my City and
State aforesaid and acknowledged the same.
     GIVEN under my hand this __________ day of January, 1959:
                              __________________________________
                                        Notary Public
My Commission expires:
____________________

Admitted to record by State Corporation Commission, January 28, 1959.

                                 
                     ARTICLES OF AMENDMENT

                  TO ARTICLES OF INCORPORATION

              OF ROANOKE ELECTRIC STEEL CORPORATION

          Pursuant to Section 13.1 - 58, Code of Virginia, 1950,
as amended, Roanoke Electric Steel Corporation executes Articles 
of Amendment to its Articles of Incorporation as follows:

     (a)  The name of the Corporation is ROANOKE ELECTRIC STEEL 
CORPORATION.

     (b)  The amendment so adopted amends Article IV of the
Articles of Incorporation to read as follows:

               "The maximum capital stock of the Corporation is
               to be Six Hundred Thousand (600,000)
               shares of common stock of no par value."

     (c)  The meeting of the Board of Directors at which the
amendment was found to be in the best interests of the 
Corporation and directed to be submitted to a vote at a meeting 
of stockholders was held on the 6th day of December, 1960. 
Notice was given to each stockholder of record entitled to vote
on the 15th day of December, 1960, such notice being given more
than twenty-five and less than fifty days before the date of the 
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 16th day
of January, 1961.

     (d)  The number of shares outstanding and the number of 
shares entitled to vote on the amendment was 55,330 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.

     (e)  The number of shares present in person or by proxy 
voted for the amendment was 50,925 shares and none against such 
amendment.

     (f)  Such amendment does not effect a change in the amount 
of stated capital.

     (g)  Such amendment does not effect a restatement of the
Articles of Incorporation.

     Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested
by the Secretary thereof, this 17th day of January, 1961.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              BY      John W. Hancock, Jr.     
                                           President

ATTEST:

 William M. Meador     
   Secretary

STATE OF VIRGINIA   )
                    )  To-Wit:
CITY OF ROANOKE     )

          I, Elizabeth G. Dyer, a Notary Public in and for the
City of Roanoke, State of Virginia, do hereby certify that John 
W. Hancock, Jr., and William M. Meador, President and Secretary 
respectively of Roanoke Electric Steel Corporation, have this day
personally appeared before me and executed the foregoing
Articles of Amendment, and made oath that the matters therein
stated are true and correct.

          Given under my hand this 17th day of January, 1961.  My
commission expires January 5, 1962.

                                         Elizabeth G. Dyer      
                                           Notary Public
  

                     ARTICLES OF AMENDMENT

                  TO ARTICLES OF INCORPORATION

              OF ROANOKE ELECTRIC STEEL CORPORATION


          Pursuant to Section 13.1 - 58, Code of Virginia, 1950,
as amended, Roanoke Electric Steel Corporation executes Articles
of Amendment to its Articles of Incorporation as follows:

     (a)  The name of the Corporation is ROANOKE ELECTRIC STEEL 
CORPORATION.

     (b)  The amendment so adopted amends Article IV of the
Articles of Incorporation to read as follows:

               "The maximum capital stock of the Corporation is 
               to be One Million (1,000,000) shares of
               common stock of no par value."

     (c)  The meeting of the Board of Directors at which the
amendment was found to be in the best interests of the 
Corporation and directed to be submitted to a vote at a meeting 
of stockholders was held on the 13th day of November, 1968. 
Notice was given to each stockholder of record entitled to vote
on the 16th day of December, 1968, such notice being given more
than twenty-five and less than fifty days before the date of the 
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 20th day of
January, 1969.

     (d)  The number of shares outstanding and the number of 
shares entitled to vote on the amendment was 599,076 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.

     (e)  The number of shares present in person or by proxy
voted for the amendment was 512,678 shares and none against such
amendment.

     (f)  Such amendment does not effect a change in the amount 
of stated capital.

     (g)  Such amendment does not effect a restatement of the
Articles of Incorporation.

     Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 25th day of January, 1969.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By    William M. Meador      
                                        President

ATTEST:

  Donald G. Smith   
     Secretary

STATE OF VIRGINIA   )
                    )    To-Wit:
COUNTY OF ROANOKE   )

          I, Estelle S. DeWitt, a Notary Public in and for the
County of Roanoke, State of Virginia, do hereby certify that
William M. Meador, and Donald G. Smith, President and Secretary 
respectively of Roanoke Electric Steel Corporation, have this day
personally appeared before me and executed the foregoing Articles
of Amendment, and made oath that the matters therein stated are
true and correct.

          Given under my hand this 25th day of January, 1969. My
commission expires September 19, 1976.

                                     Estelle S. DeWitt       
                                       Notary Public


                     ARTICLES OF AMENDMENT

                             TO THE

                    ARTICLES OF INCORPORATION

                               OF

               ROANOKE ELECTRIC STEEL CORPORATION


          Pursuant to Section 13.1-58 of the Code of Virginia,
the Articles of Amendment to the Articles of Incorporation of 
Roanoke Electric Steel Corporation are hereby set forth as 
follows:

          (a)  The name of the corporation is ROANOKE ELECTRIC 
STEEL CORPORATION.

          (b)  The amendment so adopted reads as follows:

          "Article IV of the Articles of Incorporation is
          amended by deleting existing Article IV and substituting 
          in lieu thereof:

                           "Article IV

          "The aggregate number of shares which the corporation
          shall have authority to issue and the par value per share
          are as follows:

          Class               No. of Shares       Par Value Per Share
          Common                2,000,000              No Par"

          (c)  The date of the meeting of the Board of Directors
at which the amendment was found to be in the best interests of 
the corporation and directed to be submitted to a vote at a
meeting of the stockholders was November 12, 1973.  The date when
notice was given to each stockholder of record entitled to vote 
was December 20, 1973.  Such notice was given in the manner
provided by the Virginia Stock Corporation Act and was
accompanied by a copy of the proposed amendment.  The date of the
adoption of the amendment by the stockholders was January 21,
1974.

          (d)  The number of shares outstanding is 763,228
shares, each share being entitled to vote on the amendment.

          (e)  The number of shares voted for the amendment was 
652,250 shares, and the number of shares voted against the 
amendment was 3,773 shares.

          Executed this 21st day of January, 1974, by Roanoke 
Electric Steel Corporation, by its President and Secretary.

                         ROANOKE ELECTRIC STEEL CORPORATION

                         By       William M. Meador        
                              William M. Meador, President

                                  Donald G. Smith       
                              Donald G. Smith, Secretary


STATE OF VIRGINIA   )
                    )    To-Wit:
COUNTY OF ROANOKE   )

          I, Estelle S. DeWitt, a Notary Public in and for the 
County of Roanoke, State of Virginia, do hereby certify that 
William M. Meador, and Donald G. Smith, President and Secretary 
respectively of Roanoke Electric Steel Corporation, have this day
personally appeared before me and executed the foregoing
Articles  of Amendment, and made oath that the matters therein
stated are  true and correct.

          Given under my hand this ____________ day of 
________________, 19___.

          My commission expires September 19, 1976.

                                 Estelle S. DeWitt      
                                   Notary Public


                      ARTICLES OF AMENDMENT

                             TO THE

                    ARTICLES OF INCORPORATION

                               OF

               ROANOKE ELECTRIC STEEL CORPORATION


          Pursuant to Section 13.1-58 of the Code of Virginia,
the Articles of Amendment to the Articles of Incorporation of 
Roanoke Electric Steel Corporation are hereby set forth as 
follows:

          (a)  The name of the corporation is ROANOKE ELECTRIC
STEEL CORPORATION.

          (b)  The amendment so adopted reads as follows:

          "Article IV of the Articles of incorporation is
          amended by deleting existing Article IV and substituting 
          in lieu thereof:

                           "Article IV

          "The aggregate number of shares which the corporation 
           shall have authority to issue and the par value per 
           share are as follows:

          Class               No. of Shares       Par Value Per Share
          Common                4,000,000              No Par"

          (c)  The date of the meeting of the Board of Directors
at which the amendment was found to be in the best interests of 
the corporation and directed to be submitted to a vote at a
meeting of the stockholders was November 20, 1979.  The date when
notice was given to each stockholder of record entitled to vote 
was December 21, 1979.  Such notice was given in the manner
provided by the Virginia Stock Corporation Act and was
accompanied by a copy of the proposed amendment.  The date of the
adoption of the amendment by the stockholders was January 21,
1980.

          (d)  The number of shares outstanding is 1,185,065
shares, each share being entitled to vote on the amendment.

          (e)  The number of shares voted for the amendment was
1,037,578 shares, and the number of shares voted against the 
amendment was 8,349 shares.

          Executed this 25th day of January, 1980, by Roanoke 
Electric Steel Corporation, by its President and Secretary.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By      William M. Meador   
                                   William M. Meador, President

                                      Donald G. Smith 
                                   Donald G. Smith, Secretary

STATE OF VIRGINIA   )
                    )    To-Wit
CITY OF ROANOKE     )

          I, C. William Sarver, Jr., a Notary Public in and for
the City of Roanoke, State of Virginia, do hereby certify that
William M. Meador, and Donald G. Smith, President and Secretary
respectively of Roanoke Electric Steel Corporation, have this day
personally appeared before me and executed the foregoing Articles
of Amendment, and made oath that the matters therein stated are
true and correct.

          Given under my hand this __________ day of 
______________, 19___.

          My commission expires ________________________________.

                                        C. William Sarver, Jr.          
                                            Notary Public



                    ARTICLES OF AMENDMENT

                             OF THE

                    ARTICLES OF INCORPORATION

                               OF

               ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-710 of the Code of Virginia of 1950, as
amended, the Articles of Incorporation of Roanoke Electric Steel
Corporation are hereby amended as follows:

     A.   The name of the Corporation is: Roanoke Electric Steel
Corporation.

     B.   The Amendment of the Articles of Incorporation is as
follows:

     Article IV of the Articles of Incorporation is amended by
deleting existing Article IV and substituting in lieu thereof:

                           "ARTICLE IV
          The aggregate number of shares which the Corporation
     shall have authority to issue and the par value per
     share are as follows:
     
          Class          Number of Shares         Par Value Per Share

          Common            10,000,000                 No Par"

     C.   The amendment was adopted by the shareholders of the
Corporation at the annual meeting held January 20, 1986.

     D.   The Amendment was proposed by the Board of Directors
and submitted to the shareholders in accordance with the 
provisions of Chapter 9 of Title 13.1 of the Code of Virginia. 
As of the record date for the annual meeting 2,369,832 shares of 
the Common Voting Stock of the Corporation were outstanding and
entitled to vote.  Of the total shares voted, 1,896,227 
undisputed votes were cast in favor of the Amendment by the 
holders of Common Voting Stock, which number was sufficient for
approval of the Amendment pursuant to Section 13.1-707 of the Code of 
Virginia of 1950, as amended.

     Executed this 27 day of January, 1986 on behalf of Roanoke
Electric Steel Corporation by its President and Secretary.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By:       Donald G. Smith 
                                     Donald G. Smith, President

                              By:        Thomas J. Crawford
                                    Thomas J. Crawford, Secretary



                      ARTICLES OF AMENDMENT
                OF THE ARTICLES OF INCORPORATION
              OF ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-710 of the Code of Virginia, the
Articles of Amendment of the Articles of Incorporation of Roanoke
Electric Steel Corporation are hereby set forth as follows:

          (a)  The name of the Corporation is ROANOKE ELECTRIC
STEEL CORPORATION.

          (b)  The amendment of the Articles of Incorporation is
as follows:

               Article IV of the Articles of Incorporation, as
          amended, is amended by adding the following sentence:

               "No stockholder shall have any preemptive right
          to acquire unissued shares of the Corporation's
          capital stock when issued."

          (c)  The amendment was adopted at the Annual Meeting of
Shareholders held on January 19, 1987.

          (d)  The amendment was proposed by the Board of 
Directors of the Corporation and submitted to the shareholders in
accordance with the requirements of the Virginia Stock
Corporation Act.

          (e)  At the meeting of the shareholders where the
proposed amendment was voted upon, a quorum of the shareholders
of the Corporation's Common Stock was present, in person or by 
proxy.

          (f)  As of the record date for the Annual Meeting,
there were 3,554,706 shares of Common stock of Roanoke Electric
Steel Corporation issued and outstanding.  2,667,917 votes were
cast "For" the amendment and 157,601 votes were withheld or cast
"Against" the amendment.  The number of votes cast "For" the 
amendment was sufficient for approval of the amendment by the
shareholders.

          EXECUTED this 28th day of January, 1987, on behalf of
Roanoke Electric Steel Corporation, by its President.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By       Donald G. Smith    
                                   Donald G. Smith, President




                      ARTICLES OF AMENDMENT
                OF THE ARTICLES OF INCORPORATION
              OF ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-710 of the Code of Virginia, the
Articles of Amendment of the Articles of Incorporation of Roanoke
Electric Steel Corporation are hereby set forth as follows:

     A.   The name of the Corporation is Roanoke Electric Steel
Corporation.

     B.   The Amendment of the Articles of Incorporation is as
follows:

     Article IV of the Articles of Incorporation is amended by
deleting existing Article IV and substituting in lieu thereof:

                               "IV

               The aggregate number of shares which the
          Corporation shall have authority to issue and the par 
          value per share are as follows:

          Class           Number of Shares         Par Value Per Share

          Common          20,000,000               No Par"

     Article VI of the Articles of Incorporation is amended by
deleting existing Article VI and substituting in lieu thereof:

                               "VI
          (a)  The number of directors of the Corporation, not
          less than five nor more than eleven, shall be fixed by the 
          Bylaws and, in the absence of a Bylaw fixing the number,
          shall be eleven.  Upon the adoption of this Article VI,
          the directors shall be divided into three classes 
          (A, B and C) as nearly equal in number as possible. The
          initial term of office for members of Class A shall expire
          at the annual meeting of shareholders in 1997; the 
          initial term of office for members of Class B shall 
          expire at the annual meeting of shareholders in 1998;
          and the initial term of office for members of Class C
          shall expire at the annual meeting of shareholders
          in 1999.  At each annual meeting of shareholders
          following such initial classification and election,
          directors elected to succeed those directors whose terms
          expire shall be elected for a term of office to expire
          at the third succeeding annual meeting of shareholders
          after their election and shall continue to hold office
          until their respective successors are elected and 
          qualify.  In the event of any increase or decrease
          in the number of directors fixed by the Bylaws, any
          newly-created directorships and any decrease in 
          directorships shall be so apportioned among the
          classes by the Board of Directors so as to make
          all classes as nearly equal in number as possible.

          (b)  Newly-created directorships resulting from an 
          increase in the number of directors or any vacancies
          in the Board of Directors resulting from death,
          resignation, retirement, disqualification, removal
          from office, or other cause shall be filled by the 
          affirmative vote of a majority of the directors then
          in office, whether or not a quorum.   No decrease 
          in the number of directors constituting the Board
          of Directors shall shorten the term of any incumbent
          director.  A director may be removed from office 
          only for a cause."


     C.   The Amendment was adopted at the Annual Meeting of 
Shareholders held on February 20, 1996.

     D.   The Amendment was proposed by the Board of Directors of
the Corporation and submitted to the shareholders in accordance
with the requirements of the Virginia Stock Corporation Act.

     E.   The only voting group entitled to vote on the Amendment
is the holders of the Corporation's common stock.  As of December
12, 1995, the record date for the Annual Meeting, there were
8,076,897 shares of common stock of the Corporation issued and
outstanding and entitled to vote.  7,258,843 votes were cast
"for" the Amendment to Article IV, and 135,567 votes were
withheld or cast "against" such Amendment.  5,391,480 votes were
cast "for" the Amendment to Article VI, and 1,298,924 votes were
withheld or cast against such Amendment.  The number of votes
cast "for" the Amendments to Article IV and Article VI,
respectively, was sufficient for approval of the Amendment by
shareholders.


          EXECUTED this  6 day of March, 1996, on behalf of
Roanoke Electric Steel Corporation, by its President.

                         ROANOKE ELECTRIC STEEL CORPORATION


                         By:      Donald G. Smith             
                               Donald G. Smith, President



                             
                             
                             
                             
                             
                             BY-LAWS

                               OF

               ROANOKE ELECTRIC STEEL CORPORATION



                            ARTICLE I

                             Offices


          The principal office and place of business of the
Corporation shall be in the County of Roanoke, State of Virginia,
and the post office address of the Corporation shall be in the 
City of Roanoke, State of Virginia.


                           ARTICLE II
                          Stockholders

          Section 1 - Annual Meeting - The annual meeting of the
Stockholders of the Corporation shall be held on the third Monday
in January of each year.

          Section 2 - Special Meetings - Special meetings of the
Stockholders may be called by the President and shall be called
by the President or Secretary at the request in writing of a 
majority of the Board of Directors, or at the request in writing
by Stockholders owning a majority in amount of the entire capital
stock of the Corporation issued and outstanding and entitled to
vote.

          Section 3 - Notice and Place of Meetings - The
Secretary shall cause written notice of the time and place of the
holding of each annual or special meeting to be mailed, at least
ten (10) days prior to such meeting, to each Stockholder entitled
to vote, to the post office address of record with the
Corporation.  Notice of special meetings of the Stockholders
shall state the purpose or purposes of such meetings.  Meetings
shall be held at such place in the City or County of Roanoke as
may be designated in the notice.

          Section 4 - Quorum - At any meeting of the 
Stockholders, the holders of a majority of the shares of the 
capital stock of the Corporation, issued and outstanding and 
entitled to vote, present in person or represented by proxy,
shall represent a quorum of the Stockholders for all purposes.
          If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend, in person or by proxy,
at the time and place of meeting, the Chairman of the meeting may
adjourn such meeting from time to time without notice, other than
by announcement at the meeting, until holders of the amount of
stock requisite to constitute a quorum shall attend. At any such
adjourned meeting, at which a quorum be present, any business may
be transacted which might have been transacted at the meeting as
originally called.

          Section 5 - Organization - The President, and in his
absence, the Vice-President, shall call all of the meetings of 
the Stockholders to order and shall act as Chairman of such 
meetings.  In the absence of the President and Vice-President,
the Board of Directors shall appoint any stockholder to act as
Chairman of such meeting.  The Secretary of the Corporation shall
act as Secretary of all meetings of the Stockholders, and in the
absence of the Secretary, the presiding officer may appoint any
person to act in such capacity.

          Section 6 - Voting - At each meeting of the 
Stockholders, every Stockholder shall be entitled to vote in
person or by proxy appointed by an instrument in writing,
subscribed by such Stockholder, or by his duly authorized
attorney, and delivered to the Secretary at the meeting, and he
shall have one vote for each share of stock entitled to vote and
registered in his name at the time of taking the list of
Stockholders for such meeting.  No share of stock shall be voted
at any election which shall have been transferred on the books of
the Corporation within twenty (20) days next preceding such
election.  Upon the demand of any Stockholder, the vote upon any
question before the meeting shall be by ballot.
          It shall be the duty of the Secretary to prepare, at
least ten (10) days before every meeting, a complete list of the
Stockholders entitled to vote, arranged in alphabetical order and
indicating the number of shares held by each.  Such list shall
be open for inspection by any Stockholder at the principal place
of business of the Corporation during business hours for the ten
(10) days preceding the meeting.

          Section 7 - Inspectors - At each meeting of the
Stockholders, one (1) or more inspectors of election may be 
appointed by the presiding officer. It shall be the duty of the 
inspectors of election to count and certify to the Secretary the 
results of all votes at such meeting.  In the absence of the
appointment of such inspector or inspectors, the Secretary shall 
perform such duties.

          Section 8 - Order of Business - At meetings of the
Stockholders, the order of business shall be:

          (1)  Calling of roll.

          (2)  Proof of due notice of meeting or of waiver of 
               notice.

          (3)  Reading and disposal of unapproved minutes.

          (4)  Reports of officers and committees.

          (5)  Election of Directors.

          (6)  Unfinished business.

          (7)  New business.

          (8)  Adjournment.

                           ARTICLE III

                       Board of Directors

          Section 1 - Number and Term of Office - The business
and property of the Corporation shall be managed and controlled
by a Board of not less than five, nor more than nine Directors. 
The Directors shall be elected by ballot, by a majority of the
Stockholders present and voting in person or by proxy, at each
annual meeting of the Stockholders, and shall be elected to serve
for a term of one (l) year and until their successors shall be
elected and shall qualify.

          Section 2 - Vacancies - In case of any vacancy in the
Board of Directors through death, resignation, disqualification
or other cause, the remaining Directors, by an affirmative vote
of the majority thereof, may elect a successor to hold office for
the unexpired portion of the term.

          Section 3 - Annual Meetings - The annual meeting of the
Board of Directors of the Corporation shall be held on the second
Tuesday following the annual meeting of the Stockholders of the
Corporation.

          Section 4 - Special Meetings - Special meetings of the 
Board of Directors shall be held whenever called by the direction
of its Chairman or the President, or by one-third in number of 
the Directors then in office.

          Section 5 - Time, Place and Notice of Meetings - The
Secretary shall cause written notice of the time and place of the
holding of each annual or special meeting to be mailed, at least
ten (10) days prior to the date of such meeting, to each Director
to the post office address of record with the Corporation.

          Section 6 - Quorum - A majority of the Board of
Directors shall constitute a quorum for the transaction of
business, but if at any meeting of the Board, there be less than 
a quorum present, a majority of those present shall adjourn the 
meeting from time to time.

          Section 7 - Election and Salaries of Officers - The 
Directors shall elect the officers of the Corporation and fix 
their salaries.

          Section 8 - Order of Business - At meetings of the 
Board of Directors, the order of business shall be:

          (1)  Calling of roll.

          (2)  Proof of due notice of meeting or of waiver of 
               notice.

          (3)  Reading and disposal of any unapproved minutes.

          (4)  Reports of officers and committees.

          (5)  Election of officers.

          (6)  Unfinished business.

          (7)  New business.

          (8)  Adjournment.

                           ARTICLE IV

          Section 1 - Officers - The officers of the Corporation 
shall be a Chairman of the Board of Directors, a President, a 
Vice-President, a Secretary and a Treasurer.  Any two or more of 
such offices, other than those of President and Secretary, may be
held by one person.  The Board of Directors may, in its
discretion, elect more than one Vice-President, and an Assistant 
Secretary and Assistant Treasurer.  The officers shall be elected
at each annual meeting of the Board of Directors and shall be 
elected to serve for a term of one (1) year or until removed by a
majority vote of the entire Board of Directors.

          Section 2 - Powers and Duties of Officers

          (a)  The Chairman of the Board of Directors shall
     preside at all meetings of the Board of Directors.

          (b)  President - The President shall be elected from
     the Board of Directors and shall preside at all meetings of
     the Stockholders, and, in the absence of the Chairman of
     the Board of Directors, at all meetings of the Directors. 
     He shall have power to sign certificates of stock, to sign
     and execute all contracts, deeds, leases and other
     documents, and to sign checks, drafts, notes and orders for
     the payment of money, and to appoint, discharge and fix the
     salaries of agents and employees.  He shall have general
     and active  management of the business of the Corporation
     and shall perform all of the duties incident to the office
     of President.

          (c)  Vice-President - The Vice-President, or
     Vice-Presidents, shall have such powers and perform such
     duties as may be delegated to him or them by the Board of 
     Directors.  In the absence or disability of the President,
     the senior Vice-President may perform the duties and
     exercise the powers of the President.

          (d)  Treasurer and Assistant Treasurer - The Treasurer
     shall have custody of all funds and securities of the
     Corporation and shall keep a full and accurate account of 
     all monies received and paid by him on account of the
     Corporation.  He shall have power to sign all checks,
     drafts, notes and orders for the payment of money and shall
     perform all acts incident to the position of Treasurer,
     subject to the control of the Board of Directors.  The 
     Assistant Treasurer shall have such powers and duties as
     may be delegated to him by the Board of Directors and, in
     the absence or disability of the Treasurer, may perform the
     duties and exercise the powers of the Treasurer.

          (e)  Secretary and Assistant Secretary - The Secretary
     shall keep the minutes of all meetings of the Board of 
     Directors and Stockholders, and shall give and serve all 
     notices. The Secretary shall attest and countersign all
     contracts, deeds, leases and other documents where
     necessary, and shall have charge and custody of the seal,
     and of the stock certificate books, transfer books and
     stock ledgers of the Corporation, and shall, in general,
     perform all duties usually incident to the office of
     Secretary.  The Assistant Secretary shall have such powers
     and duties as may be delegated to him by the Board of
     Directors and, in the absence or disability of the
     Secretary, may perform the duties and exercise the powers
     of the Secretary.

                            ARTICLE V

                Capital Stock, Dividends and Seal

          Section 1 - Certificates of Shares - The certificates
for the shares of the capital stock of the Corporation shall be
in such form as may be approved by the Board of Directors.  The
certificates shall be signed by the President and the Secretary
or Treasurer of the Corporation and shall be consecutively 
numbered.  The name of the person owning the shares represented
by each certificate, with the number of such shares and the date
of issue, shall be entered on the Corporation's books.   The 
Corporation may treat the holder of record of any share or shares
of stock as the holder-in-fact thereof, and shall not be bound
to recognize any claim to or interest in any such share on the
part of any other person.

          Section 2 - Transfer of Shares - Shares of the capital
stock of the Corporation shall be transferable by the holder
thereof in person, or by his duly authorized attorney, upon 
surrender and cancellation of certificates for a like number of
shares properly endorsed.

          Section 3 - Regulations - The Board of Directors shall
have power and authority to make all such rules and regulations
as they may deem expedient concerning the issue, transfer and 
registration of certificates for the shares of stock of the
Corporation.

          Section 4 - Dividends - The Board of Directors may
declare dividends from the surplus of the Corporation or from the
net profits from the operation of its business at such times and
in such amounts as the Board, in its sole discretion, may 
determine.  Before the payment of any dividend or the
distribution of any profits, there may be set aside out of the
surplus or net profits arising out of the operation of the
business of the Corporation, such sum or sums as the Directors
from time to time think proper, either as working capital, a 
reserve fund to meet contingencies, for the repair and
maintenance of the property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interests
of the Corporation.

          Section 5 - Corporate Seal - The corporate seal shall 
have inscribed thereon the name of the Corporation, the year of
its organization, and the words "Corporate Seal" and "Virginia".

          Section 6 - Fiscal Year and Financial Statements - The 
fiscal year of the Corporation shall begin on the first day of 
November and terminate on the 31st day of October in each year. 
The Board of Directors shall publish and submit to the
Stockholders, along with the notice of the time and place of the
annual meeting, an operating statement of the Corporation for the
preceding fiscal year and a consolidated balance sheet showing 
the assets and liabilities of the Corporation at the end of the 
preceding fiscal year.

                           ARTICLE VI

                      Amendment of By-Laws

     The By-Laws of the Corporation may be amended at any annual
or special meeting of the Corporation by a vote of the holders of
a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote, present in person or
represented by proxy.

                                   John W. Hancock, Jr. 
                                        President

ATTEST:

  Elizabeth B. Hancock   
     Secretary


                        WAIVER OF NOTICE

We, the undersigned, being all of the members of the
Board of Directors of Roanoke Electric Steel Corporation, hereby
waive notice of the first meeting of the Board of Directors to be
held at the offices of Roanoke Iron and Bridge Works in the City
of Roanoke, Virginia at 4 p.m. o'clock on the 27th day of April,
1955, and consent to the transaction of all business that may 
properly come before such meeting.
     DATED at Roanoke, Virginia this 27th day of April, 1955.

John W. Hancock, Jr.
O.D. Oakey, Jr.
S. Colston Snead, Jr.
B.W. Morris
Charles P. Lunsford
A. Blair Antrim
John M. Donalson


                     ARTICLES OF AMENDMENT
                           TO BY-LAWS
              OF ROANOKE ELECTRIC STEEL CORPORATION

     Pursuant to Section 13.1 - 3(n), Code of Virginia, 1950, as
amended, Roanoke Electric Steel Corporation executes Articles of 
Amendment to its By-Laws as follows:

     (a)  The name of the Corporation is ROANOKE ELECTRIC STEEL 
CORPORATION.

     (b)  The amendment so adopted amends Article VI of the
By-Laws to read as follows:
               "The Corporation shall indemnify each director
          and officer of the Corporation, his heirs, executors,
          administrators and personal representatives, against
          any and all liabilities, judgments, fines, penalties
          and claims (including amounts paid in settlement) 
          imposed upon or asserted against him by reason of his
          being or having been an officer or director of the
          Corporation or of any other corporation in which he
          served or serves as a director or officer pursuant to
          the written request of the Corporation (whether or not
          he continues to be an officer or director at the time
          of such imposition or assertion), and against all
          expenses (including counsel fees) reasonably incurred
          by him in connection therewith, except in respect of 
          matters as to which he shall have been finally
          adjudged to be liable by reason of having been guilty
          of negligence or misconduct in the performance of his
          duty as such director or officer.  In the event of any
          other  judgment against such officer or director or in
          the event of a settlement, the indemnification shall
          be made only if the Corporation shall be advised (a)
          by the Board of Directors, in case none of the persons
          involved shall then be a director of the Corporation,
          or (b) by independent counsel appointed by the Board
          of Directors, in case any of the persons involved
          shall then be a director of the Corporation, that in
          its or his opinion, as the case may be, such director
          or officer was not guilty of negligence or misconduct
          in the performance of his duty, and, in the event of a
          settlement, that such settlement was, or, if still to
          be made, would be, in the best interests of the
          Corporation.  If the determination is to be made by
          the Board of Directors, it may rely, as to all
          questions of law, upon the advice of independent
          counsel.  The foregoing right of indemnification shall
          not be exclusive of other rights to which any director
          or officer may be entitled as a matter of law or
          otherwise."

     (c)  The meeting of the Board of Directors at which the 
amendment was found to be in the best interests of the
Corporation and directed to be submitted to a vote at a meeting 
of stockholders was held on the 18th day of October, 1967. 
Notice was given to each stockholder of record entitled to vote 
on the 15th day of December, 1967, such notice being given more
than twenty-five and less than fifty days before the date of the
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 15th day of
January, 1968.

     (d)  The number of shares outstanding and the number of
shares entitled to vote on the amendment was 560,000 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.

     (e)  The number of shares present in person or by proxy 
voted for the amendment was 441,265 shares and none against such 
amendment.

     (f)  Such amendment does not effect a change in the amount
of stated capital.

     (g)  Such amendment does not effect a restatement of the
Articles of Incorporation.

     Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 20th day of January, 1968.

                         ROANOKE ELECTRIC STEEL CORPORATION

                         BY    William M. Meador          
                                   President

ATTEST:

  Donald G. Smith     
     Secretary

STATE OF VIRGINIA   )
                    )    To-Wit:
COUNTY OF ROANOKE   )


     I, Paul D. Sturgill, a Notary Public in and for the County
of Roanoke, State of Virginia, do hereby certify that William M. 
Meador, and Donald G. Smith, President and Secretary respectively
of Roanoke Electric Steel Corporation, have this day personally
appeared before me and executed the foregoing Articles of 
Amendment, and made oath that the matters therein stated are true
and correct.
     Given under my hand this 20th day of January, 1968. My 
commission expires April 4, 1968.

                                      Paul D. Sturgill       
                                        Notary Public



                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


          Pursuant to Section 13.1 - 24, Code of Virginia, 1950,
as amended, Roanoke Electric Steel Corporation executes Articles
of Amendment to its By-Laws as follows:

     (a)  The name of the Corporation is ROANOKE ELECTRIC STEEL 
CORPORATION.

     (b)  The amendment so adopted adds a new by-law, which would
be new Article VII, to read as follows:
               "The power to alter, amend or repeal the By-laws
          or adopt new by-laws shall be vested in the Board of
          Directors.  But by-laws made by the Board of Directors
          may be repealed or changed, and new by-laws made, by 
          the stockholders and the stockholders may prescribe
          that any by-law made by them shall not be altered,
          amended or repealed by the Directors."

     (c)  The meeting of the Board of Directors at which the 
amendment was found to be in the best interests of the
Corporation and directed to be submitted to a vote at a meeting 
of stockholders was held on the 18th day of October, 1967. 
Notice was given to each stockholder of record entitled to vote
on the 15th day of December, 1967, such notice being given more
than twenty-five and less than fifty days before the date of the
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 15th day of
January, 1968.

     (d)  The number of shares outstanding and the number of
shares entitled to vote on the amendment was 560,000 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.

     (e)  The number of shares present in person or by proxy
voted for the amendment was 441,265 shares and none against such
amendment.

     (f)  Such amendment does not effect a change in the amount
of stated capital.

     (g)  Such amendment does not effect a restatement of the
Articles of Incorporation.

     Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 20th day of January, 1968.

                              ROANOKE ELECTRIC STEEL CORPORATION


                              BY     William M. Meador        
                                        President

ATTEST:

   Donald G. Smith   
     Secretary


STATE OF VIRGINIA   )
                    )    To-Wit:
COUNTY OF ROANOKE   )

     I, Paul D. Sturgill, a Notary Public in and for the County
of Roanoke, State of Virginia, do hereby certify that William
M.Meador, and Donald G. Smith, President and Secretary
respectively of Roanoke Electric Steel Corporation, have this day
personally appeared before me and executed the foregoing Articles
of Amendment, and made oath that the matters therein stated are
true and correct.
     Given under my hand this 20th day of January, 1968. My 
commission expires April 4, 1968.

                                        Paul D. Sturgill 
                                          Notary Public



                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


          Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel
Corporation, The Board of Directors of Roanoke Electric Steel
Corporation hereby amends the By-Laws of the Corporation as
follows:

          (a)  Section 2 of Article V is amended by inserting 
"(subject to such restrictions as may be placed upon the transfer
of shares under the terms of the following section)" between 
"transferable" and "by".

          (b)  Section 3 of Article V is amended by adding to the
end of such section the following sentence: "The Board of
Directors may place such restrictions upon the transferability of
all or part of the shares of the capital stock of the
Corporation as may be necessary in the opinion of the Board to
insure that any issue of stock by the Corporation will comply
with applicable federal and state securities laws and with the
terms of any agreement of merger or other corporate
reorganization duly approved by the Board."

          (c)  The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 19th day of August, 1975.

          Witness the signature of Roanoke Electric Steel
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 19th day of August, 
1975.
                              ROANOKE ELECTRIC STEEL CORPORATION

                              By     William M. Meador      
                                        President
ATTEST:

   Donald G. Smith   
     Secretary



                                 
                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION

          Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel
Corporation, the Board of Directors of Roanoke Electric Steel
Corporation executes Articles of Amendment to its By-Laws as
follows:

          (a)  The name of the Corporation is ROANOKE ELECTRIC
STEEL CORPORATION.

          (b)  The amendment so adopted amends Section 1 of 
Article III to read as follows:

          "The business and property of the Corporation shall be
managed and controlled by a Board of not less than five, nor more
than ten Directors.  The Directors shall be elected by ballot,
by a majority of the Stockholders present and voting in person or
by proxy, at each annual meeting of the Stockholders, and shall
be elected to serve for a term of one (1) year and until their
successors shall be elected and shall qualify."

          (c)  The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 16th day of September, 1975.

          Witness the signature of Roanoke Electric Steel 
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 16th day of 
September, 1975.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By     William M. Meador     
                                        President

ATTEST:

   Donald G. Smith   
     Secretary  



                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


          Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel
Corporation, the Board of Directors of Roanoke Electric Steel
Corporation executes Articles of Amendment to its By-Laws as
follows:

          (a)  The name of the Corporation is ROANOKE ELECTRIC
STEEL CORPORATION.

          (b)  The amendment so adopted amends Section 1 of 
Article III to read as follows:

          "The business and property of the Corporation shall be
managed and controlled by a Board of not less than five, nor more
than eleven Directors.  The Directors shall be elected by
ballot, by a majority of the Stockholders present and voting in
person or by proxy, at each annual meeting of the Stockholders,
and shall be elected to serve for a term of one (1) year and
until their successors shall be elected and shall qualify."

          (c)  The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 17th day of April 1984.

          Witness the signature of Roanoke Electric Steel 
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 17th day of April
1984.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By     William M. Meador     
                                        President

ATTEST:

   Donald G. Smith   
     Secretary  



               ARTICLES OF AMENDMENT TO BYLAWS OF
               ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the Bylaws of Roanoke Electric Steel Corporation,
the Board of Directors of Roanoke Electric Steel Corporation
hereby executes and approves these Articles of Amendment to its
Bylaws as follows:

     (a)  Article III, "Board of Directors", is hereby amended by
the addition of Section 9 as follows:

          Section 9 - Executive Committee and Other Committees

          The Board of Directors of the Corporation,
          by resolution adopted by a majority of the
          Directors in office, may designate an 
          Executive Committee and/or such other
          committees as from time to time shall be
          deemed necessary and appropriate.  The 
          Executive Committee shall be composed of two
          or more Directors of the Corporation, 
          appointed by the Board of Directors, and, to
          the extent provided in such resolution,
          shall have and exercise all of the 
          authority of the Board of Directors except
          to approve an amendment of the Articles of
          Incorporation, a plan of merger or
          consolidation, a plan of exchange under
          which the Corporation would be acquired, the
          sale, lease or exchange, or the mortgage or
          pledge of for a consideration other than
          money, of all or substantially all of the
          property and assets of the Corporation 
          otherwise than in the ordinary and regular
          course of business, the voluntary
          dissolution of the Corporation, or
          revocation of voluntary dissolution
          proceedings.  Other committees consisting of
          two or more Directors, appointed by the
          Board of Directors, may be designated by
          resolution adopted by a majority of the
          Directors present at a meeting at which a
          quorum is present.  Upon designation of any
          committee, including the Executive
          Committee, the Board of Directors shall
          appoint a chairman thereof.

     (b)  A meeting of the Board of Directors at which this
Amendment was found to be in the best interest of the Corporation
was held January 29, 1985.  A majority of the Board of Directors
then in office voted in favor of the Amendment.

     WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary of, this 29th day of January, 1985.




                              ROANOKE ELECTRIC STEEL CORPORATION

                              By           Donald G. Smith       
  


Attest: Thomas J. Crawford 
        Secretary




               ARTICLES OF AMENDMENT TO BYLAWS OF
               ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-714 of the Code of Virginia, 1950, 
as amended, and Article VII of the Bylaws of Roanoke Electric
Steel Corporation, the Board of Directors of Roanoke Electric
Steel Corporation hereby executes and approves these Articles of
Amendment to its Bylaws as follows:

     (a)  Article IV, Section 1 is hereby amended to read as
follows:
               Section 1 - Officers - The officers of the
          Corporation shall be a Chairman of the Board of 
          Directors, a President, a Vice President, an 
          Assistant Vice President, a Secretary and a
          Treasurer.  The Board of Directors may, in its
          discretion, elect more than one Vice President,
          more than one Assistant Vice President, and an
          Assistant Secretary and Assistant Treasurer. The
          same individual may simultaneously hold more than
          one office in the Corporation.  The officers
          shall be elected at each annual meeting of the
          Board of Directors for a term of one (1) year or
          until removed by a majority vote of the entire
          Board of Directors.

     (b)  Article IV, Section 2 (c) is hereby amended to read as
follows:
          (c)  Vice President and Assistant Vice President - The
     Vice President(s) and Assistant Vice President(s) shall
     have the powers and perform such duties as may be delegated
     to him or them by the Board of Directors.  In the absence
     or disability of the President, the senior Vice President
     may perform the duties and exercise the powers of the
     President.

     (c)  The meeting of the Board of Directors at which these
Amendments were found to be in the best interest of the
Corporation was held October 18, 1988.  The majority of the Board
of Directors then in office voted in favor of the Amendments. 
The Amendments were ratified by a majority of the Board of 
Directors at its meeting on November 15, 1988.

     WITNESS the signature of Roanoke Electric Steel Corporation,
 by its President, with the corporate seal affixed and attested
by  the Secretary thereof, this 15th day of November, 1988.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By   Donald G. Smith    
                                      President


ATTEST:

   Thomas J. Crawford   
     Secretary




                ARTICLES OF AMENDMENT TO BYLAWS
                               OF
               ROANOKE ELECTRIC STEEL CORPORATION



     Pursuant to Section 13.1-714 of the Code of Virginia, 1950, 
as amended, and Article VII of the Bylaws of Roanoke Electric
Steel Corporation, the Board of Directors of Roanoke Electric
Steel Corporation hereby executes and approves these Articles of
Amendment to its Bylaws as follows:

     (a)  Section 1 of Article IV of the Bylaws is hereby 
     amended in its entirety to read as follows:

          "Section 1 - Officers - The officers of the
          Corporation shall be a Chairman of the Board
          of Directors, a President, a Vice President,
          an Assistant Vice President, a Secretary
          and a Treasurer and such other officers as
          the Board may by resolution appoint.  The
          same individual may simultaneously hold
          more than one office in the Corporation. 
          The Board of Directors may, in its
          discretion, elect more than one Vice
          President, more than one Assistant Vice
          President, and an Assistant Secretary and
          Assistant Treasurer.  The officers shall be
          elected at each annual meeting of the Board
          of Directors and shall be elected to serve
          for a term of one (1)  year or until removed
          by a majority vote of the entire Board of
          Directors."

     (b)  The meeting of the Board of Directors at which 
     this Amendment was found to be in the best interests
     of the Corporation was held on November 16, 1993.  The
     majority of the members of the Board of Directors
     then in office voted in favor of the Amendment.

     WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 16th day of November, 1993.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By:    Donald G. Smith       
                                        President

ATTEST:

   Thomas J. Crawford   
     Secretary  




                    ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-714 of the Code of Virginia and 
Article VII of the By-Laws of Roanoke Electric Steel Corporation,
the Board of Directors of Roanoke Electric Steel Corporation
executes Articles of Amendment to its By-Laws as follows:

          (a)  The name of the Corporation is Roanoke Electric
Steel Corporation.

          (b)  The amendment so adopted (the "Amendment") amends
Section 1 of Article II to read as follows:

               "Section 1 - Annual Meeting - The annual meeting
of the Stockholders of the Corporation shall be held on the third
Tuesday in February of each year, or on such other date as the 
Board of Directors may determine."

          (c)  The Amendment also amends Section 3 of Article III
to read as follows:

               "Section 3 - Annual Meeting - The annual meeting
of the Board of Directors of the Corporation shall be held 
immediately following the annual meeting of Stockholders, or at
such other time as the Board of Directors may determine."

          (d)  The meeting of the Board of Directors at which the
Amendment was found to be in the best interest of the Corporation
was held on the 19th day of September, 1995.

     Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 19th day of September, 1995.

                              ROANOKE ELECTRIC STEEL CORPORATION


                              By     Donald G. Smith        
                                        President

ATTEST:


   Thomas J. Crawford   
     Secretary




                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-714 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel Corporation,
the Board of Directors of Roanoke Electric Steel Corporation
executes Articles of Amendment to its Bylaws as follows:

          A.   The name of the Corporation is Roanoke Electric
Steel Corporation.

          B.   The Amendment so adopted (the "Amendment") amends
Section 1 of Article III to read as follows:

               "Section 1 - Number and Term of Office.  The
number of directors of the Corporation shall be nine.  The directors 
shall be divided into three classes (A, B and C) as nearly equal in 
number as possible.  The initial term of office for members of 
Class A shall expire at the annual meeting of stockholders in 
1997; the initial term of office for members of Class B shall expire 
at the annual meeting of stockholders in 1998; and the initial
term of office for members of Class C shall expire at the annual meeting
of stockholders in 1999.
          At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed 
those directors whose terms expire after their election and shall 
continue to hold office until their respective successors are elected 
and qualify."

          C.   The Amendment also amends Section 2 of Article III
to read as follows:

               "Section 2 - Vacancies.  Newly-created directorships 
resulting from an increase in the number of directors or any vacancies 
in the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office, or other cause shall be filled 
by the affirmative vote of a majority of the directors then in office, 
whether or not a quorum.  No decrease in the number of directors 
constituting the Board of Directors shall shorten the term of any
incumbent director.  A director may be removed from office only for 
cause." 

          D.   The meeting of the Board of Directors at which the
Amendment was found to be in the best interest of the Corporation was 
held on the 15 day of October, 1996.  


     WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by 
the Secretary thereof, this 15 day of October, 1996.

                         ROANOKE ELECTRIC STEEL CORPORATION

                         By    Donald G. Smith   
                                  President



Attest:

Thomas J. Crawford
Secretary