UNITED STATES  SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.   20549
FORM 10-K
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE       SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2002
OR
(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                                                                    to                                                                                   
Commission file number  0-2389
ROANOKE ELECTRIC STEEL CORPORATION(Exact name of Registrant as specified in its charter)
                   Virginia                                                54-0585263           (State or other jurisdiction of(I.R.S. Employer  incorporation or organization)Identification No.)         P.O. Box  13948, Roanoke, Virginia          24038-3948      (Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:   (540) 342-1831  
Securities registered pursuant to Section 12(b) of the Act:   None  
Securities registered pursuant to Section 12(g) of the Act:
  Common  Stock, No Par Value     (Title of class)
 
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               
Indicate by check mark if disclosure  of delinquent filers pursuant to Item 405 of Regulation S-K is not contained  herein, and will not be contained, to the best of Registrant's knowledge, in  definitive proxy or information statements incorporated by reference in Part  III of this Form 10-K or any amendment to this Form 10-K. (x)
 
State the aggregate market value of the voting stock held by nonaffiliates of the Registrant.
                       Aggregate  market value at December 31, 2002:    $95,345,743    
Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as ofDecember 31, 2002.
                                                              10,942,813   Shares outstanding
Portions of the following documents are incorporated by reference:
                    (1) 2002 Annual Report to Stockholders in Parts II, III and IV.
                    (2) Proxy Statement dated December 20, 2002 in Part III.
 
PART I

ITEM 1.BUSINESS
          (a) General Development of Business.
               During the fiscal year ended October 31, 2002, the Registrant continued for the most part to operate its business as it has the past four years by manufacturing merchant steel bar products, fabricating open-web steel joists and concrete reinforcing steel, and extracting scrap steel and other materials from junked automobiles.  Roanoke Technical Treatment & Services, Inc., a Roanoke, Virginia subsidiary, was formed in 1990 to license a process for the treatment of electric arc furnace dust, but the opportunity never materialized. During fiscal year 1994, the Registrant's auto shredding subsidiary, Shredded Products Corporation, completed construction of a facility in Rocky Mount, Virginia, and in November 1994 began operations at this locality, at a total investment in excess of  $8,000,000 for plant and equipment.  This facility, with its own landfill, is providing considerable savings in waste disposal costs.  In addition, cost savings and better metal recoveries are being achieved through the use of  the more technologically advanced equipment.
               During the later part of 1996, the Registrant, at its main plant, completed the installation of a new ladle refining furnace and the upgrade of an electric arc furnace, for approximately $17,000,000.  With this new state-of-the-art equipment in operation, the Registrant has increased raw steel production, improved quality, reduced production costs and improved operating efficiencies.  In January 1996, Socar, Incorporated , a  South Carolina subsidiary, sold its long-time idle plant in Bucyrus, Ohio to the unaffiliated manufacturer who had been leasing the facility for several years under a lease-purchase agreement, for a final settlement price of $130,000.
               On December 16, 1998, the Registrant acquired all of the outstanding common shares of Steel of West Virginia, Inc. ("SWVA"), a Huntington, West Virginia steel manufacturer, for approximately $117.1 million, including the assumption of approximately $52.3 million of indebtedness. Upon merger, SWVA became a wholly-owned subsidiary of Roanoke Electric Steel Corporation. On the date of acquisition the Registrant closed on secured credit facilities, which included a $150,000,000 seven year term loan, with a syndicate of four banks.  The term loan was used to purchase all of the outstanding capital stock of SWVA, and refinance both the existing term debt of the Registrant and most of SWVA's bank debt assumed through the merger.  SWVA operates a mini-mill in Huntington, West Virginia, and steel fabrication facilities in Huntington and Memphis, Tennessee, while custom designing and manufacturing special steel products principally for use in the construction of truck trailers, industrial lift trucks, off-highway construction equipment (such as bulldozers and graders), manufactured housing, guardrail posts and mining equipment.  The Registrant and SWVA do not generally compete as regards customers and products.  The acquisition was accounted for as a purchase.  Accordingly, the results of operations and cash flows were reflected in the consolidated financial statements from the date of acquisition, and the acquired assets and liabilities were included in the 1999 consolidated balance sheet at values based on a purchase price allocation, rendered through appraisals and other evaluations.  
               The other subsidiaries of the Registrant, John W. Hancock, Jr., Inc. and RESCO Steel Products Corporation, have had no material changes in operations or in the mode of conducting their business for the past five years.  John W. Hancock, Jr. founded both the Hancock joist subsidiary and its parent, Roanoke Electric Steel Corporation, and served on the Registrant's Board of Directors as Chairman of the Executive Committee until his death in March 1994.
          (b) Financial Information about Industry Segments.
               The Registrant's business consists of one industry segment or line of business, which is the extracting of scrap metal from discarded automobiles and the manufacturing, fabricating and marketing of merchant steel bar products and specialty steel sections, reinforcing bars, open-web steel joists and billets.  The industry segment consists of three classes of products - merchant steel products and specialty steel sections, fabricated bar joists and reinforcing bars and billets.
FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS AND CLASSES OF PRODUCTS OR SERVICES
 200220012000             Sales to Unaffiliated Customers:           Merchant        Steel and Specialty              Steel        Sections$172,654,655$190,631,577$228,202,644        Bar        Joists and Rebar73,575,373101,985,847122,549,851        Billets17,543,68115,057,18121,975,613    Total Consolidated        Sales$263,773,709$307,674,605$372,728,108             Net Earnings (Loss) from Operations$(6,008,897)$1,348,022$14,061,449             Identifiable Assets$289,717,573$316,886,778$339,678,909

          (c) Narrative Description of Business.
               (1) (i)  The Registrant manufactures merchant steel products consisting  of Angles, Plain Rounds, Flats, Channels and Reinforcing Bars of various lengths  and sizes. The principal markets for the Registrant's products are steel fabricators  and steel service centers. The products are distributed directly to customers  from orders solicited by a paid sales staff of the Registrant.
               The Registrant's subsidiary, Shredded Products Corporation, is involved in the extraction of scrap iron and steel and other metals from junked automobiles and other waste materials.  Almost all of the ferrous material is used by the Parent as raw materials.  The non-ferrous metals are sold to unrelated purchasers.
               Two other subsidiaries, John W. Hancock, Jr., Inc. and Socar, Incorporated, are engaged in the manufacturing of long- and short-span steel joists.  Joists are open-web steel horizontal supports for floors and roofs, used primarily in the construction of commercial and industrial buildings such as shopping centers, factories, warehouses, hospitals, schools, office buildings, nursing homes, and the like.  Joists  are cheaper and lighter than structural steel or reinforced concrete.  The joists are distributed by these subsidiaries to their customers from orders solicited by manufacturer's representatives and pursuant to successful bids placed directly by the subsidiaries.
               The Registrant's subsidiary, RESCO Steel Products Corporation, fabricates concrete reinforcing steel by cutting and bending rebars to contractors' specifications.  The rebars are distributed to contractors from orders solicited by a paid sales staff and pursuant to successful bids placed directly by the subsidiary.
               The Registrant's subsidiary, Steel of West Virginia, Inc., operates both a steel mini-mill which produces specialty steel sections, and fabrication facilities which add finishing operations to create custom-designed products placed directly into customers' assembly lines.  The niche markets supplied with these cross-member and sub-frame section of products include truck trailers, industrial lift trucks, guardrail posts, manufactured housing, off-highway construction equipment, and mining equipment.  These products are marketed by senior management and in-house sales representatives of SWVA, whose sales efforts cover all of the continental United States, and to a very small degree, certain foreign markets.
                    (ii)  The  Registrant has not in fiscal 2002 introduced a new product or begun to do business  in a new industry segment that will require the investment of a material amount  of assets or that otherwise is material.
                    (iii)  The  Registrant's main raw material, scrap steel, is supplied for the most part by  scrap dealers within a 300 mile radius of the mill. The majority of this raw  material is purchased through the David J. Joseph Company, scrap brokers. The  Shredded Products subsidiary supplies 10,000 to 15,000 tons of scrap per month.  Although scrap is generally available to the Registrant, the price of scrap  steel is highly responsive to changes in demand, including demand in foreign  countries as well as in the United States. The ability to maintain satisfactory  profit margins in times when scrap is relatively high priced is dependent upon  the levels of steel prices, which are determined by market forces. Alloys and  other materials needed for the melting process are provided by various domestic  and foreign companies.
               Shredded Products Corporation often experiences difficulty in purchasing scrap automobiles at a satisfactory level.  Competition from an increasing number of shredding operations and reluctance by dealers to sell scrap automobiles due to market conditions are the main causes.  High offering prices generally increase the supply; however, the increased cost to produce sometimes is very comparable to the price of similar scrap that can be purchased on the outside.
               Substantially all of John W. Hancock, Jr., Inc.'s steel components are purchased from the Parent, which is located conveniently nearby and, therefore such components are generally available to the subsidiary as needed.
               RESCO Steel Products Corporation purchases most of its steel components from suppliers within its market area, determined mainly by freight cost.  Such components would be generally available to the subsidiary, since the Parent could produce and supply this raw material, as needed.
               Socar, Incorporated receives most of its raw steel material from the Parent and other nearby suppliers, the determinant usually being freight cost.  The availability of raw materials is not of major concern to the subsidiary, since the Parent could supply most of its needs.
               Steel of West Virginia, Inc., like the Parent, uses scrap steel as its main raw material.  Even though the purchase of steel scrap is subject to market conditions largely beyond its control, the subsidiary is located in a scrap surplus region, and therefore typically maintains less than a one month supply of scrap, which keeps inventory costs to a minimum.  Although one scrap dealer supplies 20% to 25% of SWVA's requirements, the subsidiary believes that a number of adequate sources of scrap and other raw materials that it uses are readily available.  SWVA has historically been successful in passing on scrap cost increases through price increases, however, the effect of market price competition has limited the subsidiary's ability to increase prices.
                    (iv)  The Registrant currently holds no patents, trade marks, licenses, franchises or concessions that are material to its business operations.
                    (v)  The business of the Registrant is not seasonal.
                    (vi)  The Registrant does not offer extended payment terms to its customers, nor is it normally required to carry significant amounts of inventory to meet rapid delivery requirements of customers; although, at times market conditions have required the stockpiling of popular bar products for rapid delivery.  Working capital practices generally remain constant during the course of business except when the Registrant determines it to be advantageous to stockpile raw materials due to price considerations.
                    (vii)  During fiscal year 2002, sales (tons) by the Registrant to Steel of West Virginia, Inc., John W. Hancock, Jr., Inc., Socar, Incorporated and RESCO Steel Products Corporation, wholly-owned subsidiaries, were approximately 7%, 8%, 6% and 2% of the Registrant's total sales (tons), respectively.  During fiscal years 2002,  2001 and 2000, respectively, the largest nonaffiliated customer purchased approximately 4%, 5% and 8% of total sales (tons) -- 2%, 2% and 3% of total sales (dollars).  The 2001 customer was a purchaser of merchant bar products.  The 2002 customer was the temporary return of the same billet customer from 2000, where poor market conditions in the steel industry contributed to this customer's worsened financial condition and eventual bankruptcy.  The bankruptcy resulted in a charge to bad debts of $2.6 million and contributed to lower billet production levels.  Poor market conditions prevented placing the lost tonnage with alternate sources.  However, under normal market conditions, we would not expect the loss of either of these customers to have a materially adverse effect on the Registrant and its subsidiaries taken as a whole.  In addition, considerably more billet tons were used internally by SWVA, which helped to mitigate the lost billet sales.
                    (viii)  The Registrant is of the opinion that the amount of its backlog is not generally material to an understanding of the business.  All backlog is shipped within the current fiscal year. 
                    (ix)  None of the business of the Registrant is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the Government.
                    (x)  The Registrant competes with steel-producing mills of similar size operative within its market region and also larger mills producing similar products.  The market region in which the Registrant sells its products mainly consists of the majority of states east of the Mississippi River.  Price, including transportation cost, is the major determinant in securing business.  Strong business conditions kept bar prices up during fiscal 1998, in spite of the temporary drop in merchant bar shipments, caused by excess inventories at steel service centers. On December 16, 1998, the Registrant acquired 100% of the capital stock of Steel of West Virginia, Inc. ("SWVA"), a steel manufacturer, and 1999 results reflect the operations of SWVA from the date of acquisition.  The 1998 financial statements were not restated to include SWVA because the acquisition was treated as a purchase for accounting purposes.  Consequently, the significant increase in 1999 sales was due, primarily, to the inclusion of SWVA's revenues in consolidated sales.  Increased competition from foreign and domestic producers prompted industry-wide list price reductions for bar products at the beginning of fiscal 1999, and prices had not fully recovered by year end.  Excess inventories at steel service centers and a shortage of transportation equipment contributed to the slight reduction in tons shipped of bar products as bar markets were generally good throughout the year.  Sales for 2000 were flat due, again, to the acquisition of SWVA.  Sales for the current year included SWVA's revenues for the entire period, whereas sales for 1999 included only the portion of SWVA's revenues from the date of acquisition.  Average selling prices for bar and specialty products increased slightly for 2000, but list prices had fallen sharply by the end of the year as a result of increased foreign and domestic competition.  The increased competition and price uncertainty reduced order entry and backlogs and caused decreases in both bar and specialty products shipments.   Depressed economic conditions within the steel industry and certain niche markets resulted in the decline of 2001 sales.  Selling prices for merchant bar and specialty steel products declined due to heightened foreign and domestic competition.  Shipments of specialty products were down, primarily, as a result of depressed economic conditions within major market segments.  However, sales were positively affected by an increase in tons shipped of merchant bar products, due to new product offerings and declining inventory levels at steel service centers.  The reduction in 2002 sales was the result of continued poor business conditions and intensified competition.  Shipments of specialty steel products declined as a result of a further softening in demand within certain niche markets, while heightened competition and product mix brought selling prices for specialty steel lower.  Demand for merchant bar products diminished near year-end, resulting in the decline in bar shipments and contributing to the decline in sales for the year.  While the selling price increase for bar products was small, it had a significant impact, in that it represented three increases in the list prices for bar products during the year, in spite of poor market conditions and was, primarily, the result of rising scrap costs.
               The joist business is highly competitive.  Due to similarity of product, relatively small price differences are often determinative in placing business.  Ability to meet the customer's time requirements for delivery also is important in securing business.  Competing successfully becomes more difficult with the distance to point of delivery due to transportation costs.  Continued favorable market conditions in the construction industry during fiscal 1998 led to the increased shipments and level selling prices for fabricated products. Competitive conditions within the commercial construction industry generally impact selling prices and shipment levels of fabricated products and were relatively favorable during 1999 as reflected in the higher selling prices.  The reduced shipments were caused by minor factors other than competition as business conditions continued strong and backlogs remained high.  In 2000, the decline in fabricated products selling prices and shipments was caused by increased competition within the construction industry, even though business conditions continued strong and backlogs were high.  The decline in shipments was also affected by shortages of structural steel components.   Economic conditions within the construction industry began to slide during 2001, as a result of increased competition, bringing prices lower.  Fabricated products shipments decreased as construction activity slowed dramatically during the latter part of the year, as a result of poor business conditions.  Increased competitive pressures and much weaker construction activity resulted in the decline in both selling prices and shipments of fabricated products for 2002.
               Billets are semi-finished products used by the Registrant, and the SWVA subsidiary,  in their rolling mill processes to manufacture various merchant bar products and specialty steel sections.  Excess billet production is sold to nonaffiliated customers who further fabricate the billets for various end uses.  The significant increase in billet shipments for fiscal 1998 was attributable to record raw steel production, coupled with unprecedented demand.  Billet prices, which are normally triggered by price changes for scrap steel, our main raw material, were flat due to relatively unchanged scrap prices.  A dramatic change in our market for billets during 1999 brought diminished demand and a significant decline in tons shipped.  Billet selling prices declined with sharp reductions in scrap prices.  The dramatic reduction in billet shipments, again in 2000, and the continued drop in market conditions was attributable to the financial condition and eventual bankruptcy of a major customer.  Shipments to this customer were purposely curtailed to reduce our exposure to bad debts.  Due to market conditions, we were not able to place the lost tonnage with alternate sources, other than the tons used internally by SWVA.  Billet selling prices were higher due to increased scrap prices.   In 2001, billet shipments declined, due to poor market conditions and the loss of the major customer referred to earlier.  Selling prices for billets were lower, mostly attributable to falling scrap steel costs.  Billet selling prices declined further in 2002, in spite of rising scrap costs, due to changes in the mix of products and customers.  Billet shipments spiked during the year with the temporary return of the major customer referred to above.
                    (xi)  During the last three fiscal years, the Registrant was not involved in any material research and development activities.
                    (xii)  The Parent, Shredded Products and SWVA are subject to federal, state and local environmental laws and regulations concerning, among other matters, wastewater discharge, air emissions, furnace dust disposal and disposal of auto fluff and other wastes.  As with similar mills in the industry, the Parent's, and SWVA's, furnaces are classified as generating hazardous waste because they produce certain types of dust containing lead, zinc and cadmium.  Near the end of fiscal year 1996, the Parent began treating a portion of its electric arc furnace dust, a hazardous substance, utilizing its own stabilization process.  Significant savings are being realized as this process replaces off-site and more expensive treatment methods that had been used through a contract with an approved waste disposal firm.  SWVA currently collects and handles its furnace waste through contracts with a company which reclaims, from the waste dust, certain materials and recycles or disposes of the remainder. Shredded Products operates an approved landfill for use in disposal of its waste products associated with its auto shredding operations.  The Registrant believes it is in substantial compliance with applicable federal, state and local regulations.  However, future changes in regulations may require expenditures which could adversely affect earnings in subsequent years.  
               The Registrant has constructed over the years pollution control equipment at a net aggregate cost of over $10,200,000.  Annual operating expenses and depreciation of all pollution control equipment and waste disposal costs are in excess of $3,000,000 in the aggregate.  The Registrant is expected to spend approximately $10,000,000 for additional pollution control and waste disposal equipment and facilities during subsequent fiscal years.  Adoption of the Clean Air Act Amendments of 1990, or any other environmental concerns, is not anticipated to have a materially adverse effect on the Registrant's operations, capital resources or liquidity, nor should any incremental increase in capital expenditures occur due to the Act. 
               See Note 8,  "Commitments and Contingent Liabilities", in Notes to Consolidated Financial Statements contained in the Registrant's 2002 Annual Report to Stockholders, filed as an Exhibit to this Form 10-K.
                    (xiii)  At October 31, 2002, the Registrant employed 468 persons at its Roanoke plant, with no employment at its Salem division, idle since mid-1991.  The Registrant's subsidiaries, Steel of West Virginia, Inc., John W. Hancock, Jr., Inc., Socar, Incorporated, Shredded Products Corporation and RESCO Steel Products Corporation employed 471, 253, 237, 59 and 42 persons, respectively.
          (d)  Financial Information about Foreign and Domestic Operations and Export Sales.
               When the Registrant's billet production exceeds its required needs, this semi-finished product is offered for sale.  During past years, a portion of the excess billets has been sold to brokers who represent foreign purchasers.  During fiscal years 2000, 2001 and 2002, the Registrant did not make any foreign sales of excess billets.  However, the SWVA subsidiary sold a small percentage of its products to foreign markets during these years.  The information required by this paragraph by geographical area, as to foreign and domestic operations, is not provided since it is identical to the table in paragraph (b) with virtually all information pertaining to the United States.
ITEM 2.PROPERTIES
               The Registrant owns 72 acres situated in the City of Roanoke, Virginia, which comprises its main plant, of which 25 acres are used to provide 364,500 square feet of manufacturing space with an annual billet capacity of approximately 650,000 tons and rolling mill capacity of 400,000 tons.  A 30 acre site is owned in Salem, Virginia, of which 10 acres were used to provide 51,355 square feet of manufacturing space, until March 1991, when the plant was idled.  The Registrant acquired in 1991 a 447 acre tract of land in Franklin County, Virginia, 100 acres of which were transferred to Shredded Products Corporation in a move of shredding operations from its Montvale location.  Part of this new Shredded Products property is being used as an approved industrial landfill.  The remaining 347 acres of this land, 138 acres of which were sold in 1995, 1997, 1998, 1999, 2001 and 2002, is being marketed as an industrial park for Franklin County.
                Shredded  Products Corporation operates in both Montvale and Rocky Mount, Virginia. The  Montvale plant is situated on a 75 acre site owned by the Registrant, approximately  20 acres of which are regularly used in its scrap processing operation, with  an annual production capacity of approximately 24,000 tons. The Rocky Mount  facility is located on a 100 acre site owned by Shredded Products Corporation,  partially consisting of a 25 acre industrial landfill used for the disposal  of its auto fluff, and another 25 acres of which are regularly used in its shredding  operation, with an annual production capacity of approximately 150,000 tons.
                John  W. Hancock, Jr., Inc. is located in Roanoke County near Salem, Virginia. The  plant is situated on a 37 acre site owned by Hancock, Inc., 17 acres of which  are regularly used in its operations. Buildings on the site contain 131,614  square feet of floor space.
                Socar,  Incorporated and its subsidiary are located in Florence, South Carolina, and  in Continental, Ohio. The Florence facility is located on a 28 acre site owned  by Socar, Incorporated, 16 acres of which are regularly used in its operations.  Buildings on the site contain 93,359 square feet of floor space. The plant located  on a 32 acre site in Continental, Ohio, owned by Socar, Incorporated, has 86,400  square feet of floor space in manufacturing buildings, situated on 8 acres regularly  used in its operations. 
                RESCO  Steel Products Corporation operates from a building containing 43,340 square  feet of floor space, located in Salem, Virginia, on a 7 acre site owned by RESCO.
                Steel  of West Virginia, Inc. and its subsidiary are located in Huntington, West Virginia  and in Memphis, Tennessee. The Huntington facility is located on a 42 acre site  owned by SWVA, most of which are regularly used in its operations. Buildings  on the site contain 558,175 square feet of manufacturing space with an annual  billet capacity of approximately 280,000 tons and rolling mill capacity of 300,000  tons. The plant located in Memphis, Tennessee owned by SWVA operates in 41,000  square feet of manufacturing space on approximately 4 acres.
               The  various buildings are of modern design, well-maintained, and suitable and adequate  for the requirements of the business.
ITEM 3.LEGAL PROCEEDINGS
               None. 
               See Note 8,  "Commitments and Contingent Liabilities", in Notes to Consolidated Financial Statements contained in the Registrant's 2002 Annual Report to Stockholders, filed as an Exhibit to this Form 10-K.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               There were no matters submitted to a vote of stockholders during the fourth quarter of the fiscal year covered.
               EXECUTIVE OFFICERS OF THE REGISTRANT
               Pursuant to General Instruction G(3) of  Form 10-K, the following list is included as an unnumbered Item in Part I of this report in lieu of being included in the Proxy Statement for the Annual Meeting of Shareholders to be held on February 18, 2003. 
               The names, ages and positions of all of the executive officers of the Registrant as of October 31, 2002 are listed below with their business experience with the Registrant for the past five years.  Officers are elected annually by the Board of Directors at the first meeting of directors following the annual meeting of shareholders. There are no family relationships among these officers, nor any agreement or understanding between any officer and any other person pursuant to which the officer was selected.
               Thomas J. Crawford, 47, has served as Secretary of the Registrant since January 1985 and as Vice President-Administration since February 1998; prior thereto, he had served as Assistant Vice President since January 1993, as Manager of Inside Sales since 1984 and as a Sales Representative since 1977.  He has 25 years of service with the Registrant.
               Timothy R. Duke, 51, has served as President and Chief Executive Officer of Steel of West Virginia, Inc. ("SWVA"), a wholly-owned subsidiary of the Registrant, since July 1997; prior thereto, he had served as President and Chief Operating Officer of SWVA since October 1996 and as Vice President, Treasurer and Chief Financial Officer of SWVA since February 1988.  He has 15 years of service with SWVA.
               Donald R. Higgins, 57, has served as Vice President - Sales of the Registrant since January 1986; prior thereto, he had served as General Sales Manager since 1984 and Assistant Sales Manager since 1978.  He has 37 years of service with the Registrant.
               John E. Morris, 61, has served as VicePresident - Finance of the Registrant since October 1988 and as Assistant Treasurersince 1985; prior thereto, he had served as Controller since 1971. He has 31 yearsof service with the Registrant.
               Donald G. Smith, 67, has served as Chairman of the Board of the Registrant since February 1989, as Chief Executive Officer since November 1986, as President and Treasurer since January 1985 and as Director of the Registrant since April 1984; prior thereto, he had served as Vice President - Administration since September 1980 and as Secretary since January 1967.  He has 45 years of service with the Registrant. 
	               FORWARD-LOOKING STATEMENTS
               From  time to time, the Registrant may publish forward-looking statements relating  to such matters as anticipated financial performance, business prospects, technological  developments, new products, research and development activities and similar  matters. The Private Securities Litigation Reform Act of 1995 provides a safe  harbor for forward-looking statements. In order to comply with the terms of  the safe harbor, the Registrant notes that a variety of factors could cause  the Registrant's actual results and experience to differ materially from the  anticipated results or other expectations expressed in the Registrant's forward-looking  statements. The risks and uncertainties that may affect the operations, performance,  development and results of the Registrant's business include economic and industry  conditions, availability and prices of supplies, prices of steel products, domestic  and foreign competition, governmental regulations, interest rates, inflation,  labor relations, environmental concerns, and others.
 
 
PART II
ITEM 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED                   STOCKHOLDER MATTERS
               The specific information required by this item is incorporated by reference to the information under the heading "Stock Activity" in the 2002 Annual Report to Stockholders.  The Registrant did not, during fiscal year 2002, make any sale of securities not registered under the Securities Act of 1933.
ITEM 6.SELECTED FINANCIAL DATA
               The specific information required by this item is incorporated by reference to the information under the heading "Selected Financial Data" in the 2002 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                 AND RESULTS OF OPERATIONS
               The specific information required by this item is incorporated by reference to the information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2002 Annual Report to Stockholders. 
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
               The specific information required by this item is incorporated by reference to the information under the headings "Notes to Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2002 Annual Report to Stockholders.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
               The specific information required by this item is incorporated by reference to the information under the headings "Independent Auditors' Report", "Consolidated Financial Statements" and "Notes to Consolidated Financial Statements" in the 2002 Annual Report to Stockholders.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING                 AND FINANCIAL DISCLOSURE
               None.
 
 
PART  III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
               The specific information required by this item is incorporated by reference to the information under the heading "Information Concerning Directors and Nominees" in the Proxy Statement dated December 20, 2002, as filed with the Securities and Exchange Commission (the "Commission"), or is included under the heading "Executive Officers of the Registrant" in Part I of this filing on Form 10-K.  The disclosure required by Item 405 of Regulation S-K is not applicable.
ITEM 11.EXECUTIVE COMPENSATION
               The specific information required by this item is incorporated by reference to the information under the headings "Executive Compensation", "Compensation and Stock Option Committee Report on Executive Compensation", "Performance Graph" and "Board of Directors and Committees -- Director Compensation"  in the Proxy Statement dated December 20, 2002, as filed with the Commission.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
               The specific information required by this item is incorporated by reference to the information under the headings "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the Proxy Statement dated December 20, 2002, as filed with the Commission, and under the heading "Notes to Consolidated Financial Statements" in the 2002 Annual Report to Stockholders.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                None.
ITEM 14.CONTROLS AND PROCEDURES
               Management, including the Chief Executive and Financial Officer and Chief Accounting Officer, have performed an evaluation of the effectiveness of the Registrant's disclosure controls and procedures.  Based on that evaluation, management, including the Chief Executive and Financial Officer and Chief Accounting Officer, have concluded that the Registrant's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in its periodic reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.  There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 
PART  IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
          (a)  The following documents are filed as a part of this report:
               (1)  The following financial statements filed as part of the 2002 Annual Report to Stockholders are incorporated herein by reference:
                              (a)  Consolidated Balance Sheets                                (b)  Consolidated  Statements of Stockholders' Equity and Comprehensive Earnings (Loss)                               (c)  Consolidated Statements of Earnings (Loss)                              (d)  Consolidated Statements of Cash Flows                                (e)  Notes  to Consolidated Financial Statements                                (f)  Independent  Auditors' Report
               Individual financial statements of the Registrant are not being filed because the Registrant is primarily an operating company and its subsidiaries do not have minority equity interests and/or long-term indebtedness (including current portions) to any person outside the consolidated group (excluding long-term indebtedness which is collateralized by the Registrant by guarantee, pledge, assignment or otherwise), in amounts which together exceed 5 percent of the total consolidated assets.
               (2) Pursuant to Regulation S-K, the following Exhibit Index is added immediately preceding the exhibits filed as part of the subject Form 10-K:
EXHIBIT      INDEXEXHIBIT      NO.EXHIBIT      PAGE         (3)      (a) Articles of Incorporation, as amended23     (b)      By-Laws, as amended24  Incorporated by reference   (4)      Instruments      Defining the Rights of Security Holders25   (10)*(a)      Executive Officer Incentive Arrangement26  Incorporated by reference    *(b)      Roanoke Electric Steel Corporation              Employees'      Stock Option Plan26  Incorporated by reference    *(c)      Roanoke Electric Steel Corporation             Non-      Employee Directors' Stock Option Plan26  Incorporated by reference    *(d)      Roanoke Electric Steel Corporation Severance Agreements26    *(e)      SWVA Collective Bargaining Agreement26  Incorporated by reference   (13)
     2002 Annual Report to Stockholders    27   (21)     Subsidiaries      of the Registrant28   (23)     Independent      Auditor's Consent29      
          (b) Reports on Form 8-K.
               There were no reports on Form 8-K filed by the Registrant during the last quarter of the fiscal period covered by the Annual Report.
 * Management contract, or compensatory  plan or agreement, required to be filed as an Exhibit to this Form 10-K pursuant  to Item 15 (c).

 
 
SIGNATURES
               Pursuant to the requirements of Section 13 or 15(d) 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.
 ROANOKE      ELECTRIC STEEL CORPORATION  Registrant   By:        /s/      Donald G. Smith                                Donald      G. Smith, Chairman, President,       Treasurer      and Chief Executive Officer      (Principal      Executive Officer, Principal       Financial      Officer and Director)

Date: January 21, 2003
               Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
     Name and Title           Date          /s/             Donald G. Smith                                   January 21, 2003  Donald G. Smith, Chairman, President,  Treasurer and Chief Executive Officer  (Principal Executive Officer, Principal  Financial Officer and Director)      /s/             John E. Morris                                         January 21, 2003  John E. Morris, Vice President - Finance  and Assistant Treasurer (Principal  Accounting Officer)      /s/      George      B. Cartledge, Jr.                           January 21, 2003  George      B. Cartledge, Jr.          Director      /s/    Charles W. Steger                                     January 21, 2003  Charles      W. Steger                   Director     /s/    Frank A. Boxley                                       January 21, 2003  Frank      A. Boxley                          Director      /s/   Charles I. Lunsford, II                               January 21, 2003  Charles      I. Lunsford, II            Director 
 
 
CERTIFICATIONS (SECTION 302)
I,   Donald G. Smith  , certify that:
          1. I have reviewed this annual report on Form 10-K of Roanoke  Electric Steel Corporation;
          2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 
          3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report; 
          4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
            a)  designed such disclosure controls and procedures to ensure that material information  relating to the Registrant, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this annual report is being prepared;
            b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
            c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
          5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):
            a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and
            b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and
          6. The Registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:January 21, 2003
/s/      Donald G. Smith                              Donald G. Smith, Chairman, President,   Treasurer and Chief Executive Officer        (Principal Executive Officer)        (Principal Financial Officer)
 
 
CERTIFICATIONS (SECTION 302)
I,   John E. Morris  , certify that:
          1. I have reviewed this annual report on Form 10-K of  Roanoke Electric Steel Corporation;
          2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 
          3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report; 
          4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
            a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
            b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
            c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
          5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):
            a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and
            b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and
          6. The Registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:January 21, 2003
/s/     John E. Morris                             John E. Morris, Vice President-Financeand Assistant Treasurer     (Chief Accounting Officer)
 
 
CERTIFICATIONS ( SECTION 906) 
Each of the undersigned hereby certifies in his capacity as an officer of Roanoke Electric Steel Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of the Registrant on Form 10-K for the year ended October 31, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 Date: January 21, 2003
/s/      Donald G.  Smith                          Donald G. Smith, Chairman, President,Treasurer and Chief Executive Officer     (Principal Executive Officer)     (Principal Financial Officer)
 
/s/     John E. Morris                                John E. Morris, Vice President-Financeand Assistant Treasurer     (Chief Accounting Officer)
 
 
EXHIBIT  NO. 3 (a)
ARTICLES OF INCORPORATION, AS AMENDED
 
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. Morris2406 Wycliffe Avenue,      S.W., Roanoke, Virginia  A. Blair Antrim3105 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., Roanoke, Va. President and Treasurer Elizabeth B. Hancock      2801 Avenham Avenue,      S.W., Roanoke, Va.Secretary
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   6   day of   April  , 1955.
   John W. Hancock,      Jr.  (SEAL)   Orran D. Oakey, Jr.       (SEAL)   Barton W. Morris       (SEAL)     STATE OF VIRGINIA        )   )  To-wit: CITY OF ROANOKE        )       
 
                    I,   Elizabeth  B. Hancock  , 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 6 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   6  day of April, 1955.
                                                                                /s/         Elizabeth  B. Hancock                                                                                                                Notary  Public
My Commission expires:       April 30, 1957       

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    19    day of January, 1959.    ROANOKE ELECTRIC STEEL      CORPORATION     BY: /s/          John W. Hancock, Jr.                        John      W. Hancock, Jr., President    
ATTEST:
/s/    William  M. Meador            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., 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   19th   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   19   day of January, 1959:

                                                                                /s/              Elizabeth  G. Dyer                                                                                                                     Notary  Public
My Commission expires:      January 5, 1962       

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.                       Witnessthe signature of Roanoke Electric Steel Corporation, by its President, with thecorporate seal affixed and attested by the Secretary thereof, this 17th day ofJanuary, 1961.    ROANOKE ELECTRIC STEEL      CORPORATION     BY: /s/            John W. Hancock, Jr.                                              President    
ATTEST:
/s/    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.
                                                                                    /s/         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:/s/             William M. Meador                                                   President    
ATTEST:
/s/   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.

                                                                                    /s/          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:/s/             William M. Meador                             William      M. Meador, President             /s/         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    21   day of   January  , 1974.
                     My  commission expires September 19, 1976.

                                                                                    /s/         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:/s/             William M. Meador                             William      M. Meador, President             /s/         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   25  day of   January  , 1980.
                     My  commission expires  January 8, 1984 .

                                                                                    /s/     C. William Sarver, Jr.                                                                                                           Notary  Public
 
 
 
ARTICLES OF AMENDMENT  OF THEARTICLES OF INCORPORATIONOFROANOKE ELECTRIC STEEL CORPORATION

                      Pursuant  to § 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 § 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:/s/             Donald G. Smith                            Donald      G. Smith, President           /s/         Thomas      J. Crawford                            Thomas      J. Crawford, Secretary    
 
 
 
ARTICLES OF AMENDMENT  OF THE ARTICLES OF INCORPORATIONOF 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:/s/             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:/s/             Donald G. Smith                            Donald      G. Smith, President    
 
 
 
EXHIBIT NO. 3 (b)
BY-LAWS, AS AMENDED
          Incorporated by reference to the previously filed Form 10-K for October 31, 2001 on file in the Commission office.
 
 
 
EXHIBIT  NO. 4
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
          Pursuant to Item 601(b) (4) (iii) of Regulation S-K, the Registrant hereby undertakes to furnish to the Commission, upon request, copies of the instruments defining the rights of holders of the long-term debt of Roanoke Electric Steel Corporation and its subsidiaries described in its 2002 Annual Report to Stockholders and Form 10-K.
 
 
 
EXHIBIT NO. 10
* (a)  EXECUTIVE OFFICER INCENTIVE ARRANGEMENT
          Incorporated by reference to the previously filed Form 10-K for October 31, 1999 on file in the Commission office.

* (b)  ROANOKE ELECTRIC STEEL CORPORATION  EMPLOYEES' STOCK OPTION PLAN
          Incorporated by reference to the previously filed Form 10-K for October 31, 1998 on file in the Commission office.

* (c)  ROANOKE ELECTRIC STEEL CORPORATIONNON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
          Incorporated by reference to the previously filed Form 10-K for October 31, 1997 on file in the Commission office.

 
* (d)  ROANOKE ELECTRIC STEEL CORPORATION SEVERANCE AGREEMENTS

          THIS  AGREEMENT ("Agreement") dated as of * November 1*,  2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard,  N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"),  and *Donald G. Smith  ,*(the  "Executive")  *415 Canterbury Lane SW, Roanoke, VA  24014 (address).
 
WITNESSETH THAT:
          WHEREAS,  the Company considers the establishment and maintenance of a sound and vital  management to be essential to protecting and enhancing the best interest of  the Company and its shareholders; and
           WHEREAS,  the Company recognizes that the possibility of a change in control exists and  may exist in the future, and that such possibility, and the uncertainty and  questions which it may raise among management, may result in the departure or  distraction of management personnel to the detriment of the Company and its  shareholders; and
          WHEREAS,  the Board of Directors of the Company ("Board") has determined that  appropriate steps should be taken to reinforce and encourage the continued attention  and dedication of members of the Company's management to their assigned duties  without distraction in the face of the circumstances arising from the possibility  of a change in control.
           NOW,  THEREFORE, in consideration of the promises and mutual agreements herein contained,  the Company and the Executive hereby agree as follows:
          1.     The capitalized terms in this Agreement shall have the meanings set forth in the "Definitions Addendum" attached hereto as Exhibit A and incorporated herein by reference.
          2.     In  order to protect the Executive against the possible consequences of a Change  in Control and thereby induce the Executive to continue to serve as   *Chairman,  President,**Treasurer  & CEO  of the Company and/or in such other office or position  to which he may be elected, the Company agrees that if (a) a Change in Control  occurs and (b) the Executive leaves the employment of the Company for whatever  reason (except because of the Executive's death or Retirement, discharge by  the Company for Cause or Disability, or voluntary termination by the Executive  other than for Good Reason) within thirty-six (36) months after such Change  in Control:
               (A)     The Company shall pay the Executive his full salary (whether such salary has been previously been paid by the Company or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any Plan or other arrangement of the Company at the time such payments are due;
               (B)     The Company shall pay to the Executive an amount equal to 2.99 multiplied by the Executive's annualized includable compensation for the base period, as defined by Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended, (the"Code") (hereinafter the "Severance Payment"), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which shall be the largest amount payable under this paragraph that would not be subject, in whole or in part, to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code.
          In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Company at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate.  In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Company shall pay the Executive such difference, plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined.
               (C)     The Company shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement, including any dispute arising out of this Agreement, whether or not the Executive prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).
               (D)     The Company shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (a) three years after the Date of Termination; or (b) the Executive's commencement of full-time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that the Executive continued participation is possible under the general terms and provisions of such plans and programs.  In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs.
          3.       The Executive's benefits hereunder shall be considered severance pay in consideration  of his past service, and pay in consideration of his continued service from  the date hereof, and his entitlement thereto shall not be governed by any duty  to mitigate his damages by seeking further employment nor offset by any compensation  which he may receive from future employment.
          4.     The Company shall require any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, prior to the effectiveness of any such Change in Control, to expressly assent and agree to perform the Company's obligations under this Agreement.
          5.     This Agreement shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.  If the Executive should die while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary designated in writing and delivered to the Company, if any, and if none to the Executive's estate.
          6.     Any payment or delivery required under this Agreement shall be subject to all requirements of the law with regard to withholding, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.
          7.     This Agreement shall commence on the date hereof.  Prior to a Change in Control, this Agreement shall terminate if the Executive shall resign voluntarily, Retire, become Disabled, voluntarily take another position requiring a substantial portion of his time, or die.  This Agreement shall also terminate if the Executive's employment as an officer of the Company shall have been terminated for any reason by the Board as constituted prior to any Change in Control.  Notwithstanding anything in this Agreement to the contrary, this Agreement shall continue in effect for at least a period of thirty-six (36) months beyond the date of a Change in Control, if one shall have occurred during the term of this Agreement.
          8.     For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the President of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
          9.     No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  The validity, interpretation, construction and performance of this agreement shall be governed by the law of the Commonwealth of Virginia without regard to the state's conflict of law rules.
          10.     The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
          11.     Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the City of Roanoke, Virginia, in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided however, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.  The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Paragraph.
          IN  WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the  date and year first above written.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Donald      G. Smith   Donald G. SmithCarolyn J. Walker        Print Name  

 
**EXHIBIT A****To****Agreement between   *Donald G. Smith*   (the "Executive") and****Roanoke Electric Steel Corporation****Dated   *November 1*, 2001**
**Definitions Addendum**
                    As used in this Agreement, the following capitalized terms have the indicated meanings unless the context clearly requires otherwise:
                    (A)     "Applicable Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1) of the Internal Revenue Code of 1986, as amended.
                    (B)     "Board" means Board of Directors of the Company.
                    (C)     "Cause" means (i) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board (excluding the Executive), which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in illegal conduct or any conduct which is demonstrably and materially injurious to the Company.  Notwithstanding the foregoing, the Executive shall not be deemed to be terminated for Cause unless and until there has been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than 75% of the membership of the Board (excluding the Executive) at a meeting of such Board called and held for such purpose (after a reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above and specifying the particulars thereof in detail.
                    (D)     "Change in Control" means a change in control of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996), directly or indirectly, of 20% or more of the combined voting power of the Company's voting securities; (ii) the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; (iii) all or substantially all of the assets of the Company are sold, transferred or conveyed if the transferee is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity's voting securities); or (iv) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company.  Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Executive or a group of Persons which includes the Executive, acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities; or (ii) which results in the Company, any subsidiary of the Company or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities.
                    (E)     "Date of Termination" means (i) if the Executive's employment is terminated by the Executive for other than Good Reason, ninety (90) days after Notice of Termination is given, (ii) if the Executive's employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that in the case of Disability, the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive's employment is to be terminated for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination, (iv) the date of the Executive's death, or (v) if the Executive's employment is to be terminated by the Company for any reason other than Cause, the date specified in the Notice of Termination, which in no event shall be a date earlier than ninety (90) days after the date on which such Notice of Termination is given.
                    (F)     "Disability" means (i) as a result of the Executive's inability due to physical or mental illness, the Executive shall have been absent from the full-time performance of his duties with the Company for six (6) consecutive months, and (ii) within thirty (30) days after Notice of Termination is given the Executive shall not have returned to the full-time performance of his duties.
                    (G)     "Company" includes any corporation or other entity which is the surviving or continuing entity in respect of any merger, consolidation or form of business combination in which the Company ceases to exist.
                    (H)     "Federal Funds Rate" means a rate of interest equal to the average of (i) the near closing bid and (ii) offered as quoted in the Wall Street Journal for reserves traded among commercial banks for overnight use in amounts of $1,000,000 or more.  Should such rate of interest ever cease to exist, the parties shall mutually agree upon a comparable rate of interest.
                    (I)     "Good Reason" means:
                              (i)     In  the event of a Change in Control of the Company, an adverse change in the Executive's  status or position(s) with the Company including, without limitation, any material  diminution of his duties or responsibilities or the assignment to the Executive  of any duties or responsibilities which, in the Executive's reasonable judgment,  are inconsistent with such status or position(s);
                              (ii)     The  failure by the Company to obtain from any Successor the assent to this Agreement;
                              (iii)     In the event of a Change in Control, any purported termination by the Company of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of subparagraph (K) below (and, if applicable, subparagraph (B) above); and for purposes of this Agreement, no such purported termination shall be effective;
                              (iv)     In the event of a Change in Control, the failure by the Company to continue in effect any Plan in which Executive participates at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as favorable a basis as in the case on the date of the Change in Control or which would materially reduce the Executive's benefits in the future under any such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;
                              (v)     In the event of a Change in Control, the failure by the Company to provide and credit the Executive with a number of paid vacation days to which the Executive would then be entitled in accordance with the Company's normal vacation policy as in effect immediately prior to the Change in Control; or
                              (vi)     In the event of a Change in Control, the Company requiring the Executive to be based anywhere other than where his office is located immediately prior to the Change in Control.
                              (J)     "Incumbent Board" means the Board as constituted on the date hereof.
                              (K)     "Notice of Termination" means a written notice that indicates the specific termination provision of this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.
                              (L)     "Person" has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the Exchange Act.
                              (M)     "Plan" means any compensation plan such as an incentive, bonus, stock option or restricted stock plan, any pension or profit sharing plan or any welfare benefit plan (including, but not limited to, health, life or disability insurance).
                              (N)     "Retirement" and "Retire" means the Executive's voluntary termination of employment after the attainment of age sixty-five (65) or the attainment of age fifty-five (55) having worked full time for the Company for a period of ten (10) consecutive employment years.
                              (O)     "Successor" means any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time) the Company's business directly, by merger or consolidation, or indirectly by purchase of the Company's voting securities, all or substantially all of its assets or otherwise.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Donald      G. Smith   Donald G. SmithCarolyn J. Walker        Print Name  

 
          THIS  AGREEMENT ("Agreement") dated as of  *November 1*,  2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard,  N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"),  and *Donald R. Higgins , (the "Executive") *5014  Hunting Hills Circle S. W., Roanoke, VA 24014 (address) .

WITNESSETH THAT:
          WHEREAS,  the Company considers the establishment and maintenance of a sound and vital  management to be essential to protecting and enhancing the best interest of  the Company and its shareholders; and
           WHEREAS,  the Company recognizes that the possibility of a change in control exists and  may exist in the future, and that such possibility, and the uncertainty and  questions which it may raise among management, may result in the departure or  distraction of management personnel to the detriment of the Company and its  shareholders; and
          WHEREAS,  the Board of Directors of the Company ("Board") has determined that  appropriate steps should be taken to reinforce and encourage the continued attention  and dedication of members of the Company's management to their assigned duties  without distraction in the face of the circumstances arising from the possibility  of a change in control.
           NOW,  THEREFORE, in consideration of the promises and mutual agreements herein contained,  the Company and the Executive hereby agree as follows:
          1.     The capitalized terms in this Agreement shall have the meanings set forth in the "Definitions Addendum" attached hereto as Exhibit A and incorporated herein by reference.
          2.     In  order to protect the Executive against the possible consequences of a Change  in Control and thereby induce the Executive to continue to serve as   *Vice  President - Sales    of the Company and/or in such other office  or position to which he may be elected, the Company agrees that if (a) a Change  in Control occurs and (b) the Executive leaves the employment of the Company  for whatever reason (except because of the Executive's death or Retirement,  discharge by the Company for Cause or Disability, or voluntary termination by  the Executive other than for Good Reason) within thirty-six (36) months after  such Change in Control:
               (A)     The Company shall pay the Executive his full salary (whether such salary has been previously been paid by the Company or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any Plan or other arrangement of the Company at the time such payments are due;
               (B)     The Company shall pay to the Executive an amount equal to 2.99 multiplied by the Executive's annualized includable compensation for the base period, as defined by Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended, (the"Code") (hereinafter the "Severance Payment"), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which shall be the largest amount payable under this paragraph that would not be subject, in whole or in part, to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code.
          In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Company at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate.  In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Company shall pay the Executive such difference, plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined.
               (C)     The Company shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement, including any dispute arising out of this Agreement, whether or not the Executive prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).
               (D)     The Company shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (a) three years after the Date of Termination; or (b) the Executive's commencement of full-time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that the Executive continued participation is possible under the general terms and provisions of such plans and programs.  In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs.
          3.       The Executive's benefits hereunder shall be considered severance pay in consideration  of his past service, and pay in consideration of his continued service from  the date hereof, and his entitlement thereto shall not be governed by any duty  to mitigate his damages by seeking further employment nor offset by any compensation  which he may receive from future employment.
          4.     The Company shall require any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, prior to the effectiveness of any such Change in Control, to expressly assent and agree to perform the Company's obligations under this Agreement.
          5.     This Agreement shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.  If the Executive should die while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary designated in writing and delivered to the Company, if any, and if none to the Executive's estate.
          6.     Any payment or delivery required under this Agreement shall be subject to all requirements of the law with regard to withholding, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.
          7.     This Agreement shall commence on the date hereof.  Prior to a Change in Control, this Agreement shall terminate if the Executive shall resign voluntarily, Retire, become Disabled, voluntarily take another position requiring a substantial portion of his time, or die.  This Agreement shall also terminate if the Executive's employment as an officer of the Company shall have been terminated for any reason by the Board as constituted prior to any Change in Control.  Notwithstanding anything in this Agreement to the contrary, this Agreement shall continue in effect for at least a period of thirty-six (36) months beyond the date of a Change in Control, if one shall have occurred during the term of this Agreement.
          8.     For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the President of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
          9.     No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  The validity, interpretation, construction and performance of this agreement shall be governed by the law of the Commonwealth of Virginia without regard to the state's conflict of law rules.
          10.     The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
          11.     Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the City of Roanoke, Virginia, in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided however, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.  The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Paragraph.
          IN  WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the  date and year first above written.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Donald      R. Higgins   Donald R. HigginsCarolyn J. Walker        Print Name  

 
**EXHIBIT A****To****Agreement between  *Donald R. Higgins*  (the "Executive")  and****Roanoke Electric Steel Corporation****Dated  *November 1*, 2001**
**Definitions Addendum**
                    As  used in this Agreement, the following capitalized terms have the indicated meanings  unless the context clearly requires otherwise:
                    (A)     "Applicable  Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1)  of the Internal Revenue Code of 1986, as amended.
                    (B)     "Board"  means Board of Directors of the Company.
                    (C)     "Cause"  means (i) the willful and continued failure by the Executive to substantially  perform his duties hereunder (other than any such failure resulting from his  incapacity due to physical or mental illness) after a written demand for substantial  performance is delivered to the Executive by the Board (excluding the Executive),  which demand specifically identifies the manner in which the Board believes  that the Executive has not substantially performed his duties, or (ii) the willful  engaging by the Executive in illegal conduct or any conduct which is demonstrably  and materially injurious to the Company. Notwithstanding the foregoing, the  Executive shall not be deemed to be terminated for Cause unless and until there  has been delivered to Executive a copy of a resolution duly adopted by the affirmative  vote of not less than 75% of the membership of the Board (excluding the Executive)  at a meeting of such Board called and held for such purpose (after a reasonable  notice to the Executive and an opportunity for the Executive, together with  his counsel, to be heard before the Board), finding that in the good faith opinion  of the Board the Executive was guilty of conduct set forth above and specifying  the particulars thereof in detail.
                    (D)     "Change  in Control" means a change in control of a nature that would be required  to be reported (assuming such event has not been "previously reported")  in response to Item 1(a) of the Current Report on Form 8-K, as in effect on  the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934, as amended ("Exchange Act"); provided that, without limitation,  such a Change in Control shall be deemed to have occurred at such time as (i)  any Person is or becomes the "beneficial owner" (as defined in Rule  13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996),  directly or indirectly, of 20% or more of the combined voting power of the Company's  voting securities; (ii) the Incumbent Board ceases for any reason to constitute  at least the majority of the Board; provided, however, that any person becoming  a director subsequent to the date hereof whose election, or nomination for election  by the Company's shareholders was approved by a vote of at least 75% of the  directors comprising the Incumbent Board (either by a specific vote or by approval  of the proxy statement of the Company in which such person is named as a nominee  for director, without objection to such nomination) shall be, for purposes of  this clause (ii), considered as though such person were a member of the Incumbent  Board; (iii) all or substantially all of the assets of the Company are sold,  transferred or conveyed if the transferee is not controlled by the Company (control  meaning the ownership of more than 50% of the combined voting power of such  entity's voting securities); or (iv) the Company is merged or consolidated with  another corporation or entity and as a result of such merger or consolidation  less than 75% of the outstanding voting securities of the surviving or resulting  corporation or entity shall be owned in the aggregate by the former shareholders  of the Company. Notwithstanding anything in the foregoing to the contrary, no  Change in Control shall be deemed to have occurred for purposes of this Agreement  by virtue of any transaction (i) which results in the Executive or a group of  Persons which includes the Executive, acquiring, directly or indirectly, 20%  or more of the combined voting power of the Company's voting securities; or  (ii) which results in the Company, any subsidiary of the Company or any profit-sharing  plan, employee stock ownership plan or employee benefit plan of the Company  or any of its subsidiaries (or any trustee of or fiduciary with respect to any  such plan acting in such capacity) acquiring, directly or indirectly, 20% or  more of the combined voting power of the Company's voting securities.
                    (E)     "Date  of Termination" means (i) if the Executive's employment is terminated by  the Executive for other than Good Reason, ninety (90) days after Notice of Termination  is given, (ii) if the Executive's employment is to be terminated for Disability,  thirty (30) days after Notice of Termination is given (provided that in the  case of Disability, the Executive shall not have returned to the performance  of his duties on a full-time basis during such thirty (30) day period), (iii)  if the Executive's employment is to be terminated for Cause or by the Executive  for Good Reason, the date specified in the Notice of Termination, (iv) the date  of the Executive's death, or (v) if the Executive's employment is to be terminated  by the Company for any reason other than Cause, the date specified in the Notice  of Termination, which in no event shall be a date earlier than ninety (90) days  after the date on which such Notice of Termination is given.
                    (F)     "Disability"  means (i) as a result of the Executive's inability due to physical or mental  illness, the Executive shall have been absent from the full-time performance  of his duties with the Company for six (6) consecutive months, and (ii) within  thirty (30) days after Notice of Termination is given the Executive shall not  have returned to the full-time performance of his duties.
                    (G)     "Company"  includes any corporation or other entity which is the surviving or continuing  entity in respect of any merger, consolidation or form of business combination  in which the Company ceases to exist.
                    (H)     "Federal  Funds Rate" means a rate of interest equal to the average of (i) the near  closing bid and (ii) offered as quoted in the Wall Street Journal for reserves  traded among commercial banks for overnight use in amounts of $1,000,000 or  more. Should such rate of interest ever cease to exist, the parties shall mutually  agree upon a comparable rate of interest.
                    (I)     "Good  Reason" means:
                              (i)     In  the event of a Change in Control of the Company, an adverse change in the Executive's  status or position(s) with the Company including, without limitation, any material  diminution of his duties or responsibilities or the assignment to the Executive  of any duties or responsibilities which, in the Executive's reasonable judgment,  are inconsistent with such status or position(s);
                              (ii)     The  failure by the Company to obtain from any Successor the assent to this Agreement;
                              (iii)     In  the event of a Change in Control, any purported termination by the Company of  the Executive's employment which is not effected pursuant to a Notice of Termination  satisfying the requirements of subparagraph (K) below (and, if applicable, subparagraph  (B) above); and for purposes of this Agreement, no such purported termination  shall be effective;
                              (iv)     In  the event of a Change in Control, the failure by the Company to continue in  effect any Plan in which Executive participates at the time of the Change in  Control (or Plans providing the Executive with at least substantially similar  benefits) other than as a result of the normal expiration of any such Plan in  accordance with its terms as in effect at the time of the Change in Control,  or the taking of any action, or the failure to act, by the Company which would  adversely affect the Executive's continued participation in any of such Plans  on at least as favorable a basis as in the case on the date of the Change in  Control or which would materially reduce the Executive's benefits in the future  under any such Plans or deprive the Executive of any material benefit enjoyed  by the Executive at the time of the Change in Control;
                              (v)     In  the event of a Change in Control, the failure by the Company to provide and  credit the Executive with a number of paid vacation days to which the Executive  would then be entitled in accordance with the Company's normal vacation policy  as in effect immediately prior to the Change in Control; or
                              (vi)     In  the event of a Change in Control, the Company requiring the Executive to be  based anywhere other than where his office is located immediately prior to the  Change in Control.
                              (J)     "Incumbent  Board" means the Board as constituted on the date hereof.
                              (K)     "Notice  of Termination" means a written notice that indicates the specific termination  provision of this Agreement relied upon and sets forth in reasonable detail  the facts and circumstances claimed to provide a basis for termination of the  Executive's employment under the provision so indicated.
                              (L)     "Person"  has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the  Exchange Act.
                              (M)     "Plan"  means any compensation plan such as an incentive, bonus, stock option or restricted  stock plan, any pension or profit sharing plan or any welfare benefit plan (including,  but not limited to, health, life or disability insurance).
                              (N)     "Retirement"  and "Retire" means the Executive's voluntary termination of employment  after the attainment of age sixty-five (65) or the attainment of age fifty-five  (55) having worked full time for the Company for a period of ten (10) consecutive  employment years.
                              (O)     "Successor"  means any Person that succeeds to, or has the practical ability to control (either  immediately or with the passage of time) the Company's business directly, by  merger or consolidation, or indirectly by purchase of the Company's voting securities,  all or substantially all of its assets or otherwise.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Donald      R. Higgins  Donald R. HigginsCarolyn J. Walker        Print Name  

 
          THIS  AGREEMENT ("Agreement") dated as of  *November 1,*  2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard,  N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"),    and  *John E. Morris*, (the  "Executive")*1783 Laurel Mountain Drive, Salem, VA 24153 (address).
 
WITNESSETH THAT:
          WHEREAS,  the Company considers the establishment and maintenance of a sound and vital  management to be essential to protecting and enhancing the best interest of  the Company and its shareholders; and
           WHEREAS,  the Company recognizes that the possibility of a change in control exists and  may exist in the future, and that such possibility, and the uncertainty and  questions which it may raise among management, may result in the departure or  distraction of management personnel to the detriment of the Company and its  shareholders; and
          WHEREAS,  the Board of Directors of the Company ("Board") has determined that  appropriate steps should be taken to reinforce and encourage the continued attention  and dedication of members of the Company's management to their assigned duties  without distraction in the face of the circumstances arising from the possibility  of a change in control.
           NOW,  THEREFORE, in consideration of the promises and mutual agreements herein contained,  the Company and the Executive hereby agree as follows:
          1.     The  capitalized terms in this Agreement shall have the meanings set forth in the  "Definitions Addendum" attached hereto as Exhibit A and incorporated  herein by reference.
          2.     In  order to protect the Executive against the possible consequences of a Change  in Control and thereby induce the Executive to continue to serve as    *Vice President - Finance*   of the Company and/or in  such other office or position to which he may be elected, the Company agrees  that if (a) a Change in Control occurs and (b) the Executive leaves the employment  of the Company for whatever reason (except because of the Executive's death  or Retirement, discharge by the Company for Cause or Disability, or voluntary  termination by the Executive other than for Good Reason) within thirty-six (36)  months after such Change in Control:
               (A)     The  Company shall pay the Executive his full salary (whether such salary has been  previously been paid by the Company or by any of its subsidiaries) through the  Date of Termination at the rate in effect at the time Notice of Termination  is given and all other unpaid amounts, if any, to which the Executive is entitled  as of the Date of Termination under any Plan or other arrangement of the Company  at the time such payments are due;
               (B)     The  Company shall pay to the Executive an amount equal to 2.99 multiplied by the  Executive's annualized includable compensation for the base period, as defined  by Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended, (the"Code")  (hereinafter the "Severance Payment"), provided, however, that if  any of such payment is or will be subject to the excise tax imposed by Section  4999 of the Code or any similar tax that may hereafter be imposed ("Excise  Tax"), such payment shall be reduced to a smaller amount, even to zero,  which shall be the largest amount payable under this paragraph that would not  be subject, in whole or in part, to the Excise Tax after considering all other  payments to the Executive required to be considered under Sections 4999 or 280G  of the Code.
          In  the event that the Severance Payment is subsequently determined to be less than  the amount actually paid hereunder, the Executive shall repay the excess to  the Company at the time that the proper amount is finally determined, plus interest  on the amount of such repayment at the Applicable Federal Rate. In the event  that the Severance Payment is determined to exceed the amount actually paid  hereunder, the Company shall pay the Executive such difference, plus interest  on the amount of such additional payment at the Applicable Federal Rate at the  time that the amount of such difference is finally determined.
               (C)     The  Company shall also pay to the Executive all legal fees and related expenses  incurred by the Executive in connection with this Agreement, including any dispute  arising out of this Agreement, whether or not the Executive prevails (including,  without limitation, all such fees and expenses, if any, incurred in contesting  or disputing any termination or in seeking to obtain or enforce any right or  benefit provided by this Agreement).
               (D)     The  Company shall maintain in full force and effect, for the Executive's continued  benefit until the earlier of (a) three years after the Date of Termination;  or (b) the Executive's commencement of full-time employment with a new employer,  all life insurance, medical, health and accident, and disability plans, programs  or arrangements in which the Executive was entitled to participate immediately  prior to the Date of Termination, provided that the Executive continued participation  is possible under the general terms and provisions of such plans and programs.  In the event that the Executive's participation in any such plan or program  is barred, the Company shall arrange to provide the Executive with benefits  substantially similar to those which the Executive is entitled to receive under  such plans and programs.
          3.       The Executive's benefits hereunder shall be considered severance pay in consideration  of his past service, and pay in consideration of his continued service from  the date hereof, and his entitlement thereto shall not be governed by any duty  to mitigate his damages by seeking further employment nor offset by any compensation  which he may receive from future employment.
          4.     The  Company shall require any Successor (whether direct or indirect, by purchase,  merger, consolidation or otherwise) to all or substantially all of the business  and/or assets of the Company, by agreement in form and substance satisfactory  to the Executive, prior to the effectiveness of any such Change in Control,  to expressly assent and agree to perform the Company's obligations under this  Agreement.
          5.     This  Agreement shall be binding upon and shall inure to the benefit of the respective  successors, assigns, legal representatives and heirs to the parties hereto.  If the Executive should die while any amount would still be payable to the Executive  hereunder if the Executive had continued to live, all such amounts, unless otherwise  provided herein, shall be paid in accordance with the terms of this Agreement  to the Executive's beneficiary designated in writing and delivered to the Company,  if any, and if none to the Executive's estate.
          6.     Any  payment or delivery required under this Agreement shall be subject to all requirements  of the law with regard to withholding, filing, making of reports and the like,  and the Company shall use its best efforts to satisfy promptly all such requirements.
          7.     This  Agreement shall commence on the date hereof. Prior to a Change in Control, this  Agreement shall terminate if the Executive shall resign voluntarily, Retire,  become Disabled, voluntarily take another position requiring a substantial portion  of his time, or die. This Agreement shall also terminate if the Executive's  employment as an officer of the Company shall have been terminated for any reason  by the Board as constituted prior to any Change in Control. Notwithstanding  anything in this Agreement to the contrary, this Agreement shall continue in  effect for at least a period of thirty-six (36) months beyond the date of a  Change in Control, if one shall have occurred during the term of this Agreement.
          8.     For  the purposes of this Agreement, notices and all other communications provided  for in the Agreement shall be in writing and shall be deemed to have been duly  given when delivered or mailed by certified or registered mail, return receipt  requested, postage prepaid, addressed to the respective addresses set forth  on the first page of this Agreement, provided that all notices to the Company  shall be directed to the attention of the President of the Company, or to such  other address as either party may have furnished to the other in writing in  accordance herewith, except that notice of change of address shall be effective  only upon receipt.
          9.     No  provision of this Agreement may be modified, waived or discharged unless such  waiver, modification or discharge is agreed to in writing signed by the Executive  and such officer as may be specifically designated by the Board. No waiver by  either party hereto at any time of any breach by the other party hereto of,  or compliance with, any condition or provision of this Agreement to be performed  by such other party shall be deemed a waiver of similar or dissimilar provisions  or conditions at the same or at any prior or subsequent time. No agreements  or representations, oral or otherwise, express or implied, with respect to the  subject matter hereof have been made by either party which are not expressly  set forth in this Agreement. The validity, interpretation, construction and  performance of this agreement shall be governed by the law of the Commonwealth  of Virginia without regard to the state's conflict of law rules.
          10.     The  invalidity or unenforceability of any provision of this Agreement shall not  affect the validity or enforceability of any other provision of this Agreement,  which shall remain in full force and effect.
          11.     Any  dispute or controversy arising under or in connection with this Agreement shall  be settled exclusively by arbitration in the City of Roanoke, Virginia, in accordance  with the rules of the American Arbitration Association then in effect. Judgment  may be entered on the arbitrator's award in any court having jurisdiction; provided  however, that the Executive shall be entitled to seek specific performance of  his right to be paid until the Date of Termination during the pendency of any  dispute or controversy arising under or in connection with this Agreement. The  Company shall bear all costs and expenses arising in connection with any arbitration  proceeding pursuant to this Paragraph.
          IN  WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the  date and year first above written.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ John      E. Morris  John E. MorrisCarolyn J. Walker        Print Name  

 
**EXHIBIT A****To****Agreement between  *John E. Morris*  (the "Executive")  and****Roanoke Electric Steel Corporation****Dated  *November 1*, 2001**
**Definitions Addendum**
                    As  used in this Agreement, the following capitalized terms have the indicated meanings  unless the context clearly requires otherwise:
                    (A)     "Applicable  Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1)  of the Internal Revenue Code of 1986, as amended.
                    (B)     "Board"  means Board of Directors of the Company.
                    (C)     "Cause"  means (i) the willful and continued failure by the Executive to substantially  perform his duties hereunder (other than any such failure resulting from his  incapacity due to physical or mental illness) after a written demand for substantial  performance is delivered to the Executive by the Board (excluding the Executive),  which demand specifically identifies the manner in which the Board believes  that the Executive has not substantially performed his duties, or (ii) the willful  engaging by the Executive in illegal conduct or any conduct which is demonstrably  and materially injurious to the Company. Notwithstanding the foregoing, the  Executive shall not be deemed to be terminated for Cause unless and until there  has been delivered to Executive a copy of a resolution duly adopted by the affirmative  vote of not less than 75% of the membership of the Board (excluding the Executive)  at a meeting of such Board called and held for such purpose (after a reasonable  notice to the Executive and an opportunity for the Executive, together with  his counsel, to be heard before the Board), finding that in the good faith opinion  of the Board the Executive was guilty of conduct set forth above and specifying  the particulars thereof in detail.
                    (D)     "Change  in Control" means a change in control of a nature that would be required  to be reported (assuming such event has not been "previously reported")  in response to Item 1(a) of the Current Report on Form 8-K, as in effect on  the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934, as amended ("Exchange Act"); provided that, without limitation,  such a Change in Control shall be deemed to have occurred at such time as (i)  any Person is or becomes the "beneficial owner" (as defined in Rule  13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996),  directly or indirectly, of 20% or more of the combined voting power of the Company's  voting securities; (ii) the Incumbent Board ceases for any reason to constitute  at least the majority of the Board; provided, however, that any person becoming  a director subsequent to the date hereof whose election, or nomination for election  by the Company's shareholders was approved by a vote of at least 75% of the  directors comprising the Incumbent Board (either by a specific vote or by approval  of the proxy statement of the Company in which such person is named as a nominee  for director, without objection to such nomination) shall be, for purposes of  this clause (ii), considered as though such person were a member of the Incumbent  Board; (iii) all or substantially all of the assets of the Company are sold,  transferred or conveyed if the transferee is not controlled by the Company (control  meaning the ownership of more than 50% of the combined voting power of such  entity's voting securities); or (iv) the Company is merged or consolidated with  another corporation or entity and as a result of such merger or consolidation  less than 75% of the outstanding voting securities of the surviving or resulting  corporation or entity shall be owned in the aggregate by the former shareholders  of the Company. Notwithstanding anything in the foregoing to the contrary, no  Change in Control shall be deemed to have occurred for purposes of this Agreement  by virtue of any transaction (i) which results in the Executive or a group of  Persons which includes the Executive, acquiring, directly or indirectly, 20%  or more of the combined voting power of the Company's voting securities; or  (ii) which results in the Company, any subsidiary of the Company or any profit-sharing  plan, employee stock ownership plan or employee benefit plan of the Company  or any of its subsidiaries (or any trustee of or fiduciary with respect to any  such plan acting in such capacity) acquiring, directly or indirectly, 20% or  more of the combined voting power of the Company's voting securities.
                    (E)     "Date  of Termination" means (i) if the Executive's employment is terminated by  the Executive for other than Good Reason, ninety (90) days after Notice of Termination  is given, (ii) if the Executive's employment is to be terminated for Disability,  thirty (30) days after Notice of Termination is given (provided that in the  case of Disability, the Executive shall not have returned to the performance  of his duties on a full-time basis during such thirty (30) day period), (iii)  if the Executive's employment is to be terminated for Cause or by the Executive  for Good Reason, the date specified in the Notice of Termination, (iv) the date  of the Executive's death, or (v) if the Executive's employment is to be terminated  by the Company for any reason other than Cause, the date specified in the Notice  of Termination, which in no event shall be a date earlier than ninety (90) days  after the date on which such Notice of Termination is given.
                    (F)     "Disability"  means (i) as a result of the Executive's inability due to physical or mental  illness, the Executive shall have been absent from the full-time performance  of his duties with the Company for six (6) consecutive months, and (ii) within  thirty (30) days after Notice of Termination is given the Executive shall not  have returned to the full-time performance of his duties.
                    (G)     "Company"  includes any corporation or other entity which is the surviving or continuing  entity in respect of any merger, consolidation or form of business combination  in which the Company ceases to exist.
                    (H)     "Federal  Funds Rate" means a rate of interest equal to the average of (i) the near  closing bid and (ii) offered as quoted in the Wall Street Journal for reserves  traded among commercial banks for overnight use in amounts of $1,000,000 or  more. Should such rate of interest ever cease to exist, the parties shall mutually  agree upon a comparable rate of interest.
                    (I)     "Good  Reason" means:
                              (i)     In  the event of a Change in Control of the Company, an adverse change in the Executive's  status or position(s) with the Company including, without limitation, any material  diminution of his duties or responsibilities or the assignment to the Executive  of any duties or responsibilities which, in the Executive's reasonable judgment,  are inconsistent with such status or position(s);
                              (ii)     The  failure by the Company to obtain from any Successor the assent to this Agreement;
                              (iii)     In  the event of a Change in Control, any purported termination by the Company of  the Executive's employment which is not effected pursuant to a Notice of Termination  satisfying the requirements of subparagraph (K) below (and, if applicable, subparagraph  (B) above); and for purposes of this Agreement, no such purported termination  shall be effective;
                              (iv)     In  the event of a Change in Control, the failure by the Company to continue in  effect any Plan in which Executive participates at the time of the Change in  Control (or Plans providing the Executive with at least substantially similar  benefits) other than as a result of the normal expiration of any such Plan in  accordance with its terms as in effect at the time of the Change in Control,  or the taking of any action, or the failure to act, by the Company which would  adversely affect the Executive's continued participation in any of such Plans  on at least as favorable a basis as in the case on the date of the Change in  Control or which would materially reduce the Executive's benefits in the future  under any such Plans or deprive the Executive of any material benefit enjoyed  by the Executive at the time of the Change in Control;
                              (v)     In  the event of a Change in Control, the failure by the Company to provide and  credit the Executive with a number of paid vacation days to which the Executive  would then be entitled in accordance with the Company's normal vacation policy  as in effect immediately prior to the Change in Control; or
                              (vi)     In  the event of a Change in Control, the Company requiring the Executive to be  based anywhere other than where his office is located immediately prior to the  Change in Control.
                              (J)     "Incumbent  Board" means the Board as constituted on the date hereof.
                              (K)     "Notice  of Termination" means a written notice that indicates the specific termination  provision of this Agreement relied upon and sets forth in reasonable detail  the facts and circumstances claimed to provide a basis for termination of the  Executive's employment under the provision so indicated.
                              (L)     "Person"  has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the  Exchange Act.
                              (M)     "Plan"  means any compensation plan such as an incentive, bonus, stock option or restricted  stock plan, any pension or profit sharing plan or any welfare benefit plan (including,  but not limited to, health, life or disability insurance).
                              (N)     "Retirement"  and "Retire" means the Executive's voluntary termination of employment  after the attainment of age sixty-five (65) or the attainment of age fifty-five  (55) having worked full time for the Company for a period of ten (10) consecutive  employment years.
                              (O)     "Successor"  means any Person that succeeds to, or has the practical ability to control (either  immediately or with the passage of time) the Company's business directly, by  merger or consolidation, or indirectly by purchase of the Company's voting securities,  all or substantially all of its assets or otherwise.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ John      E. Morris  John E. MorrisCarolyn J. Walker        Print Name  

 

          THIS  AGREEMENT ("Agreement") dated as of  *November 1*,  2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard,  N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"),  and *Thomas J. Crawford* ,(the  "Executive")*809 Scott Circle, Salem, VA 24153  (address).
 
WITNESSETH THAT:
          WHEREAS,  the Company considers the establishment and maintenance of a sound and vital  management to be essential to protecting and enhancing the best interest of  the Company and its shareholders; and
           WHEREAS,  the Company recognizes that the possibility of a change in control exists and  may exist in the future, and that such possibility, and the uncertainty and  questions which it may raise among management, may result in the departure or  distraction of management personnel to the detriment of the Company and its  shareholders; and
          WHEREAS,  the Board of Directors of the Company ("Board") has determined that  appropriate steps should be taken to reinforce and encourage the continued attention  and dedication of members of the Company's management to their assigned duties  without distraction in the face of the circumstances arising from the possibility  of a change in control.
           NOW,  THEREFORE, in consideration of the promises and mutual agreements herein contained,  the Company and the Executive hereby agree as follows:
          1.     The  capitalized terms in this Agreement shall have the meanings set forth in the  "Definitions Addendum" attached hereto as Exhibit A and incorporated  herein by reference.
          2.     In  order to protect the Executive against the possible consequences of a Change  in Control and thereby induce the Executive to continue to serve as    *Vice President - Administration & Secretary*   of  the Company and/or in such other office or position to which he may be elected,  the Company agrees that if (a) a Change in Control occurs and (b) the Executive  leaves the employment of the Company for whatever reason (except because of  the Executive's death or Retirement, discharge by the Company for Cause or Disability,  or voluntary termination by the Executive other than for Good Reason) within  thirty-six (36) months after such Change in Control:
               (A)     The  Company shall pay the Executive his full salary (whether such salary has been  previously been paid by the Company or by any of its subsidiaries) through the  Date of Termination at the rate in effect at the time Notice of Termination  is given and all other unpaid amounts, if any, to which the Executive is entitled  as of the Date of Termination under any Plan or other arrangement of the Company  at the time such payments are due;
               (B)     The  Company shall pay to the Executive an amount equal to 2.99 multiplied by the  Executive's annualized includable compensation for the base period, as defined  by Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended, (the"Code")  (hereinafter the "Severance Payment"), provided, however, that if  any of such payment is or will be subject to the excise tax imposed by Section  4999 of the Code or any similar tax that may hereafter be imposed ("Excise  Tax"), such payment shall be reduced to a smaller amount, even to zero,  which shall be the largest amount payable under this paragraph that would not  be subject, in whole or in part, to the Excise Tax after considering all other  payments to the Executive required to be considered under Sections 4999 or 280G  of the Code.
          In  the event that the Severance Payment is subsequently determined to be less than  the amount actually paid hereunder, the Executive shall repay the excess to  the Company at the time that the proper amount is finally determined, plus interest  on the amount of such repayment at the Applicable Federal Rate. In the event  that the Severance Payment is determined to exceed the amount actually paid  hereunder, the Company shall pay the Executive such difference, plus interest  on the amount of such additional payment at the Applicable Federal Rate at the  time that the amount of such difference is finally determined.
               (C)     The  Company shall also pay to the Executive all legal fees and related expenses  incurred by the Executive in connection with this Agreement, including any dispute  arising out of this Agreement, whether or not the Executive prevails (including,  without limitation, all such fees and expenses, if any, incurred in contesting  or disputing any termination or in seeking to obtain or enforce any right or  benefit provided by this Agreement).
               (D)     The  Company shall maintain in full force and effect, for the Executive's continued  benefit until the earlier of (a) three years after the Date of Termination;  or (b) the Executive's commencement of full-time employment with a new employer,  all life insurance, medical, health and accident, and disability plans, programs  or arrangements in which the Executive was entitled to participate immediately  prior to the Date of Termination, provided that the Executive continued participation  is possible under the general terms and provisions of such plans and programs.  In the event that the Executive's participation in any such plan or program  is barred, the Company shall arrange to provide the Executive with benefits  substantially similar to those which the Executive is entitled to receive under  such plans and programs.
          3.       The Executive's benefits hereunder shall be considered severance pay in consideration  of his past service, and pay in consideration of his continued service from  the date hereof, and his entitlement thereto shall not be governed by any duty  to mitigate his damages by seeking further employment nor offset by any compensation  which he may receive from future employment.
          4.     The  Company shall require any Successor (whether direct or indirect, by purchase,  merger, consolidation or otherwise) to all or substantially all of the business  and/or assets of the Company, by agreement in form and substance satisfactory  to the Executive, prior to the effectiveness of any such Change in Control,  to expressly assent and agree to perform the Company's obligations under this  Agreement.
          5.     This  Agreement shall be binding upon and shall inure to the benefit of the respective  successors, assigns, legal representatives and heirs to the parties hereto.  If the Executive should die while any amount would still be payable to the Executive  hereunder if the Executive had continued to live, all such amounts, unless otherwise  provided herein, shall be paid in accordance with the terms of this Agreement  to the Executive's beneficiary designated in writing and delivered to the Company,  if any, and if none to the Executive's estate.
          6.     Any  payment or delivery required under this Agreement shall be subject to all requirements  of the law with regard to withholding, filing, making of reports and the like,  and the Company shall use its best efforts to satisfy promptly all such requirements.
          7.     This  Agreement shall commence on the date hereof. Prior to a Change in Control, this  Agreement shall terminate if the Executive shall resign voluntarily, Retire,  become Disabled, voluntarily take another position requiring a substantial portion  of his time, or die. This Agreement shall also terminate if the Executive's  employment as an officer of the Company shall have been terminated for any reason  by the Board as constituted prior to any Change in Control. Notwithstanding  anything in this Agreement to the contrary, this Agreement shall continue in  effect for at least a period of thirty-six (36) months beyond the date of a  Change in Control, if one shall have occurred during the term of this Agreement.
          8.     For  the purposes of this Agreement, notices and all other communications provided  for in the Agreement shall be in writing and shall be deemed to have been duly  given when delivered or mailed by certified or registered mail, return receipt  requested, postage prepaid, addressed to the respective addresses set forth  on the first page of this Agreement, provided that all notices to the Company  shall be directed to the attention of the President of the Company, or to such  other address as either party may have furnished to the other in writing in  accordance herewith, except that notice of change of address shall be effective  only upon receipt.
          9.     No  provision of this Agreement may be modified, waived or discharged unless such  waiver, modification or discharge is agreed to in writing signed by the Executive  and such officer as may be specifically designated by the Board. No waiver by  either party hereto at any time of any breach by the other party hereto of,  or compliance with, any condition or provision of this Agreement to be performed  by such other party shall be deemed a waiver of similar or dissimilar provisions  or conditions at the same or at any prior or subsequent time. No agreements  or representations, oral or otherwise, express or implied, with respect to the  subject matter hereof have been made by either party which are not expressly  set forth in this Agreement. The validity, interpretation, construction and  performance of this agreement shall be governed by the law of the Commonwealth  of Virginia without regard to the state's conflict of law rules.
          10.     The  invalidity or unenforceability of any provision of this Agreement shall not  affect the validity or enforceability of any other provision of this Agreement,  which shall remain in full force and effect.
          11.     Any  dispute or controversy arising under or in connection with this Agreement shall  be settled exclusively by arbitration in the City of Roanoke, Virginia, in accordance  with the rules of the American Arbitration Association then in effect. Judgment  may be entered on the arbitrator's award in any court having jurisdiction; provided  however, that the Executive shall be entitled to seek specific performance of  his right to be paid until the Date of Termination during the pendency of any  dispute or controversy arising under or in connection with this Agreement. The  Company shall bear all costs and expenses arising in connection with any arbitration  proceeding pursuant to this Paragraph.
          IN  WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the  date and year first above written.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Thomas      J. Crawford  Thomas J. CrawfordCarolyn J. Walker        Print Name  

 
**EXHIBIT A****To****Agreement between  *Thomas J. Crawford* (the "Executive")  and****Roanoke Electric Steel Corporation****Dated  *November 1*, 2001**
**Definitions Addendum**
                    As  used in this Agreement, the following capitalized terms have the indicated meanings  unless the context clearly requires otherwise:
                    (A)     "Applicable  Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1)  of the Internal Revenue Code of 1986, as amended.
                    (B)     "Board"  means Board of Directors of the Company.
                    (C)     "Cause"  means (i) the willful and continued failure by the Executive to substantially  perform his duties hereunder (other than any such failure resulting from his  incapacity due to physical or mental illness) after a written demand for substantial  performance is delivered to the Executive by the Board (excluding the Executive),  which demand specifically identifies the manner in which the Board believes  that the Executive has not substantially performed his duties, or (ii) the willful  engaging by the Executive in illegal conduct or any conduct which is demonstrably  and materially injurious to the Company. Notwithstanding the foregoing, the  Executive shall not be deemed to be terminated for Cause unless and until there  has been delivered to Executive a copy of a resolution duly adopted by the affirmative  vote of not less than 75% of the membership of the Board (excluding the Executive)  at a meeting of such Board called and held for such purpose (after a reasonable  notice to the Executive and an opportunity for the Executive, together with  his counsel, to be heard before the Board), finding that in the good faith opinion  of the Board the Executive was guilty of conduct set forth above and specifying  the particulars thereof in detail.
                    (D)     "Change  in Control" means a change in control of a nature that would be required  to be reported (assuming such event has not been "previously reported")  in response to Item 1(a) of the Current Report on Form 8-K, as in effect on  the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934, as amended ("Exchange Act"); provided that, without limitation,  such a Change in Control shall be deemed to have occurred at such time as (i)  any Person is or becomes the "beneficial owner" (as defined in Rule  13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996),  directly or indirectly, of 20% or more of the combined voting power of the Company's  voting securities; (ii) the Incumbent Board ceases for any reason to constitute  at least the majority of the Board; provided, however, that any person becoming  a director subsequent to the date hereof whose election, or nomination for election  by the Company's shareholders was approved by a vote of at least 75% of the  directors comprising the Incumbent Board (either by a specific vote or by approval  of the proxy statement of the Company in which such person is named as a nominee  for director, without objection to such nomination) shall be, for purposes of  this clause (ii), considered as though such person were a member of the Incumbent  Board; (iii) all or substantially all of the assets of the Company are sold,  transferred or conveyed if the transferee is not controlled by the Company (control  meaning the ownership of more than 50% of the combined voting power of such  entity's voting securities); or (iv) the Company is merged or consolidated with  another corporation or entity and as a result of such merger or consolidation  less than 75% of the outstanding voting securities of the surviving or resulting  corporation or entity shall be owned in the aggregate by the former shareholders  of the Company. Notwithstanding anything in the foregoing to the contrary, no  Change in Control shall be deemed to have occurred for purposes of this Agreement  by virtue of any transaction (i) which results in the Executive or a group of  Persons which includes the Executive, acquiring, directly or indirectly, 20%  or more of the combined voting power of the Company's voting securities; or  (ii) which results in the Company, any subsidiary of the Company or any profit-sharing  plan, employee stock ownership plan or employee benefit plan of the Company  or any of its subsidiaries (or any trustee of or fiduciary with respect to any  such plan acting in such capacity) acquiring, directly or indirectly, 20% or  more of the combined voting power of the Company's voting securities.
                    (E)     "Date  of Termination" means (i) if the Executive's employment is terminated by  the Executive for other than Good Reason, ninety (90) days after Notice of Termination  is given, (ii) if the Executive's employment is to be terminated for Disability,  thirty (30) days after Notice of Termination is given (provided that in the  case of Disability, the Executive shall not have returned to the performance  of his duties on a full-time basis during such thirty (30) day period), (iii)  if the Executive's employment is to be terminated for Cause or by the Executive  for Good Reason, the date specified in the Notice of Termination, (iv) the date  of the Executive's death, or (v) if the Executive's employment is to be terminated  by the Company for any reason other than Cause, the date specified in the Notice  of Termination, which in no event shall be a date earlier than ninety (90) days  after the date on which such Notice of Termination is given.
                    (F)     "Disability"  means (i) as a result of the Executive's inability due to physical or mental  illness, the Executive shall have been absent from the full-time performance  of his duties with the Company for six (6) consecutive months, and (ii) within  thirty (30) days after Notice of Termination is given the Executive shall not  have returned to the full-time performance of his duties.
                    (G)     "Company"  includes any corporation or other entity which is the surviving or continuing  entity in respect of any merger, consolidation or form of business combination  in which the Company ceases to exist.
                    (H)     "Federal  Funds Rate" means a rate of interest equal to the average of (i) the near  closing bid and (ii) offered as quoted in the Wall Street Journal for reserves  traded among commercial banks for overnight use in amounts of $1,000,000 or  more. Should such rate of interest ever cease to exist, the parties shall mutually  agree upon a comparable rate of interest.
                    (I)     "Good  Reason" means:
                              (i)     In  the event of a Change in Control of the Company, an adverse change in the Executive's  status or position(s) with the Company including, without limitation, any material  diminution of his duties or responsibilities or the assignment to the Executive  of any duties or responsibilities which, in the Executive's reasonable judgment,  are inconsistent with such status or position(s);
                              (ii)     The  failure by the Company to obtain from any Successor the assent to this Agreement;
                              (iii)     In  the event of a Change in Control, any purported termination by the Company of  the Executive's employment which is not effected pursuant to a Notice of Termination  satisfying the requirements of subparagraph (K) below (and, if applicable, subparagraph  (B) above); and for purposes of this Agreement, no such purported termination  shall be effective;
                              (iv)     In  the event of a Change in Control, the failure by the Company to continue in  effect any Plan in which Executive participates at the time of the Change in  Control (or Plans providing the Executive with at least substantially similar  benefits) other than as a result of the normal expiration of any such Plan in  accordance with its terms as in effect at the time of the Change in Control,  or the taking of any action, or the failure to act, by the Company which would  adversely affect the Executive's continued participation in any of such Plans  on at least as favorable a basis as in the case on the date of the Change in  Control or which would materially reduce the Executive's benefits in the future  under any such Plans or deprive the Executive of any material benefit enjoyed  by the Executive at the time of the Change in Control;
                              (v)     In  the event of a Change in Control, the failure by the Company to provide and  credit the Executive with a number of paid vacation days to which the Executive  would then be entitled in accordance with the Company's normal vacation policy  as in effect immediately prior to the Change in Control; or
                              (vi)     In  the event of a Change in Control, the Company requiring the Executive to be  based anywhere other than where his office is located immediately prior to the  Change in Control.
                              (J)     "Incumbent  Board" means the Board as constituted on the date hereof.
                              (K)     "Notice  of Termination" means a written notice that indicates the specific termination  provision of this Agreement relied upon and sets forth in reasonable detail  the facts and circumstances claimed to provide a basis for termination of the  Executive's employment under the provision so indicated.
                              (L)     "Person"  has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the  Exchange Act.
                              (M)     "Plan"  means any compensation plan such as an incentive, bonus, stock option or restricted  stock plan, any pension or profit sharing plan or any welfare benefit plan (including,  but not limited to, health, life or disability insurance).
                              (N)     "Retirement"  and "Retire" means the Executive's voluntary termination of employment  after the attainment of age sixty-five (65) or the attainment of age fifty-five  (55) having worked full time for the Company for a period of ten (10) consecutive  employment years.
                              (O)     "Successor"  means any Person that succeeds to, or has the practical ability to control (either  immediately or with the passage of time) the Company's business directly, by  merger or consolidation, or indirectly by purchase of the Company's voting securities,  all or substantially all of its assets or otherwise.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Thomas      J. Crawford  Thomas J. CrawfordCarolyn J. Walker        Print Name  

 
          THIS  AGREEMENT ("Agreement") dated as of  November 1, 2001,  by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard, N.W.,  Roanoke, Virginia 24017, a Virginia corporation (the "Company"), and  *Timoth R. Duke* ,(the  "Executive") *24 Marne Drive, Huntington, WV 25705   (address).
 
WITNESSETH THAT:
          WHEREAS,  the Company considers the establishment and maintenance of a sound and vital  management to be essential to protecting and enhancing the best interest of  the Company and its shareholders; and
           WHEREAS,  the Company recognizes that the possibility of a change in control exists and  may exist in the future, and that such possibility, and the uncertainty and  questions which it may raise among management, may result in the departure or  distraction of management personnel to the detriment of the Company and its  shareholders; and
          WHEREAS,  the Board of Directors of the Company ("Board") has determined that  appropriate steps should be taken to reinforce and encourage the continued attention  and dedication of members of the Company's management to their assigned duties  without distraction in the face of the circumstances arising from the possibility  of a change in control.
           NOW,  THEREFORE, in consideration of the promises and mutual agreements herein contained,  the Company and the Executive hereby agree as follows:
          1.     The  capitalized terms in this Agreement shall have the meanings set forth in the  "Definitions Addendum" attached hereto as Exhibit A and incorporated  herein by reference.
          2.     In  order to protect the Executive against the possible consequences of a Change  in Control and thereby induce the Executive to continue to serve as    *President & CEO, Steel of West Virginia, Inc. and Subsidiaries*    of the Company and/or in such other office or position to which  he may be elected, the Company agrees that if (a) a Change in Control occurs  and (b) the Executive leaves the employment of the Company for whatever reason  (except because of the Executive's death or Retirement, discharge by the Company  for Cause or Disability, or voluntary termination by the Executive other than  for Good Reason) within thirty-six (36) months after such Change in Control:
               (A)     The  Company shall pay the Executive his full salary (whether such salary has been  previously been paid by the Company or by any of its subsidiaries) through the  Date of Termination at the rate in effect at the time Notice of Termination  is given and all other unpaid amounts, if any, to which the Executive is entitled  as of the Date of Termination under any Plan or other arrangement of the Company  at the time such payments are due;
               (B)     The  Company shall pay to the Executive an amount equal to 2.99 multiplied by the  Executive's annualized includable compensation for the base period, as defined  by Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended, (the"Code")  (hereinafter the "Severance Payment"), provided, however, that if  any of such payment is or will be subject to the excise tax imposed by Section  4999 of the Code or any similar tax that may hereafter be imposed ("Excise  Tax"), such payment shall be reduced to a smaller amount, even to zero,  which shall be the largest amount payable under this paragraph that would not  be subject, in whole or in part, to the Excise Tax after considering all other  payments to the Executive required to be considered under Sections 4999 or 280G  of the Code.
          In  the event that the Severance Payment is subsequently determined to be less than  the amount actually paid hereunder, the Executive shall repay the excess to  the Company at the time that the proper amount is finally determined, plus interest  on the amount of such repayment at the Applicable Federal Rate. In the event  that the Severance Payment is determined to exceed the amount actually paid  hereunder, the Company shall pay the Executive such difference, plus interest  on the amount of such additional payment at the Applicable Federal Rate at the  time that the amount of such difference is finally determined.
               (C)     The  Company shall also pay to the Executive all legal fees and related expenses  incurred by the Executive in connection with this Agreement, including any dispute  arising out of this Agreement, whether or not the Executive prevails (including,  without limitation, all such fees and expenses, if any, incurred in contesting  or disputing any termination or in seeking to obtain or enforce any right or  benefit provided by this Agreement).
               (D)     The  Company shall maintain in full force and effect, for the Executive's continued  benefit until the earlier of (a) three years after the Date of Termination;  or (b) the Executive's commencement of full-time employment with a new employer,  all life insurance, medical, health and accident, and disability plans, programs  or arrangements in which the Executive was entitled to participate immediately  prior to the Date of Termination, provided that the Executive continued participation  is possible under the general terms and provisions of such plans and programs.  In the event that the Executive's participation in any such plan or program  is barred, the Company shall arrange to provide the Executive with benefits  substantially similar to those which the Executive is entitled to receive under  such plans and programs.
          3.       The Executive's benefits hereunder shall be considered severance pay in consideration  of his past service, and pay in consideration of his continued service from  the date hereof, and his entitlement thereto shall not be governed by any duty  to mitigate his damages by seeking further employment nor offset by any compensation  which he may receive from future employment.
          4.     The  Company shall require any Successor (whether direct or indirect, by purchase,  merger, consolidation or otherwise) to all or substantially all of the business  and/or assets of the Company, by agreement in form and substance satisfactory  to the Executive, prior to the effectiveness of any such Change in Control,  to expressly assent and agree to perform the Company's obligations under this  Agreement.
          5.     This  Agreement shall be binding upon and shall inure to the benefit of the respective  successors, assigns, legal representatives and heirs to the parties hereto.  If the Executive should die while any amount would still be payable to the Executive  hereunder if the Executive had continued to live, all such amounts, unless otherwise  provided herein, shall be paid in accordance with the terms of this Agreement  to the Executive's beneficiary designated in writing and delivered to the Company,  if any, and if none to the Executive's estate.
          6.     Any  payment or delivery required under this Agreement shall be subject to all requirements  of the law with regard to withholding, filing, making of reports and the like,  and the Company shall use its best efforts to satisfy promptly all such requirements.
          7.     This  Agreement shall commence on the date hereof. Prior to a Change in Control, this  Agreement shall terminate if the Executive shall resign voluntarily, Retire,  become Disabled, voluntarily take another position requiring a substantial portion  of his time, or die. This Agreement shall also terminate if the Executive's  employment as an officer of the Company shall have been terminated for any reason  by the Board as constituted prior to any Change in Control. Notwithstanding  anything in this Agreement to the contrary, this Agreement shall continue in  effect for at least a period of thirty-six (36) months beyond the date of a  Change in Control, if one shall have occurred during the term of this Agreement.
          8.     For  the purposes of this Agreement, notices and all other communications provided  for in the Agreement shall be in writing and shall be deemed to have been duly  given when delivered or mailed by certified or registered mail, return receipt  requested, postage prepaid, addressed to the respective addresses set forth  on the first page of this Agreement, provided that all notices to the Company  shall be directed to the attention of the President of the Company, or to such  other address as either party may have furnished to the other in writing in  accordance herewith, except that notice of change of address shall be effective  only upon receipt.
          9.     No  provision of this Agreement may be modified, waived or discharged unless such  waiver, modification or discharge is agreed to in writing signed by the Executive  and such officer as may be specifically designated by the Board. No waiver by  either party hereto at any time of any breach by the other party hereto of,  or compliance with, any condition or provision of this Agreement to be performed  by such other party shall be deemed a waiver of similar or dissimilar provisions  or conditions at the same or at any prior or subsequent time. No agreements  or representations, oral or otherwise, express or implied, with respect to the  subject matter hereof have been made by either party which are not expressly  set forth in this Agreement. The validity, interpretation, construction and  performance of this agreement shall be governed by the law of the Commonwealth  of Virginia without regard to the state's conflict of law rules.
          10.     The  invalidity or unenforceability of any provision of this Agreement shall not  affect the validity or enforceability of any other provision of this Agreement,  which shall remain in full force and effect.
          11.     Any  dispute or controversy arising under or in connection with this Agreement shall  be settled exclusively by arbitration in the City of Roanoke, Virginia, in accordance  with the rules of the American Arbitration Association then in effect. Judgment  may be entered on the arbitrator's award in any court having jurisdiction; provided  however, that the Executive shall be entitled to seek specific performance of  his right to be paid until the Date of Termination during the pendency of any  dispute or controversy arising under or in connection with this Agreement. The  Company shall bear all costs and expenses arising in connection with any arbitration  proceeding pursuant to this Paragraph.
          IN  WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the  date and year first above written.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Timothy      R. Duke  Timothy R. DukeCarolyn J. Walker        Print Name  

 
**EXHIBIT A****To****Agreement between  *Timothy R. Duke*  (the "Executive")  and****Roanoke Electric Steel Corporation****Dated  *November 1*, 2001**
**Definitions Addendum**
                    As  used in this Agreement, the following capitalized terms have the indicated meanings  unless the context clearly requires otherwise:
                    (A)     "Applicable  Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1)  of the Internal Revenue Code of 1986, as amended.
                    (B)     "Board"  means Board of Directors of the Company.
                    (C)     "Cause"  means (i) the willful and continued failure by the Executive to substantially  perform his duties hereunder (other than any such failure resulting from his  incapacity due to physical or mental illness) after a written demand for substantial  performance is delivered to the Executive by the Board (excluding the Executive),  which demand specifically identifies the manner in which the Board believes  that the Executive has not substantially performed his duties, or (ii) the willful  engaging by the Executive in illegal conduct or any conduct which is demonstrably  and materially injurious to the Company. Notwithstanding the foregoing, the  Executive shall not be deemed to be terminated for Cause unless and until there  has been delivered to Executive a copy of a resolution duly adopted by the affirmative  vote of not less than 75% of the membership of the Board (excluding the Executive)  at a meeting of such Board called and held for such purpose (after a reasonable  notice to the Executive and an opportunity for the Executive, together with  his counsel, to be heard before the Board), finding that in the good faith opinion  of the Board the Executive was guilty of conduct set forth above and specifying  the particulars thereof in detail.
                    (D)     "Change  in Control" means a change in control of a nature that would be required  to be reported (assuming such event has not been "previously reported")  in response to Item 1(a) of the Current Report on Form 8-K, as in effect on  the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934, as amended ("Exchange Act"); provided that, without limitation,  such a Change in Control shall be deemed to have occurred at such time as (i)  any Person is or becomes the "beneficial owner" (as defined in Rule  13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996),  directly or indirectly, of 20% or more of the combined voting power of the Company's  voting securities; (ii) the Incumbent Board ceases for any reason to constitute  at least the majority of the Board; provided, however, that any person becoming  a director subsequent to the date hereof whose election, or nomination for election  by the Company's shareholders was approved by a vote of at least 75% of the  directors comprising the Incumbent Board (either by a specific vote or by approval  of the proxy statement of the Company in which such person is named as a nominee  for director, without objection to such nomination) shall be, for purposes of  this clause (ii), considered as though such person were a member of the Incumbent  Board; (iii) all or substantially all of the assets of the Company are sold,  transferred or conveyed if the transferee is not controlled by the Company (control  meaning the ownership of more than 50% of the combined voting power of such  entity's voting securities); or (iv) the Company is merged or consolidated with  another corporation or entity and as a result of such merger or consolidation  less than 75% of the outstanding voting securities of the surviving or resulting  corporation or entity shall be owned in the aggregate by the former shareholders  of the Company. Notwithstanding anything in the foregoing to the contrary, no  Change in Control shall be deemed to have occurred for purposes of this Agreement  by virtue of any transaction (i) which results in the Executive or a group of  Persons which includes the Executive, acquiring, directly or indirectly, 20%  or more of the combined voting power of the Company's voting securities; or  (ii) which results in the Company, any subsidiary of the Company or any profit-sharing  plan, employee stock ownership plan or employee benefit plan of the Company  or any of its subsidiaries (or any trustee of or fiduciary with respect to any  such plan acting in such capacity) acquiring, directly or indirectly, 20% or  more of the combined voting power of the Company's voting securities.
                    (E)     "Date  of Termination" means (i) if the Executive's employment is terminated by  the Executive for other than Good Reason, ninety (90) days after Notice of Termination  is given, (ii) if the Executive's employment is to be terminated for Disability,  thirty (30) days after Notice of Termination is given (provided that in the  case of Disability, the Executive shall not have returned to the performance  of his duties on a full-time basis during such thirty (30) day period), (iii)  if the Executive's employment is to be terminated for Cause or by the Executive  for Good Reason, the date specified in the Notice of Termination, (iv) the date  of the Executive's death, or (v) if the Executive's employment is to be terminated  by the Company for any reason other than Cause, the date specified in the Notice  of Termination, which in no event shall be a date earlier than ninety (90) days  after the date on which such Notice of Termination is given.
                    (F)     "Disability"  means (i) as a result of the Executive's inability due to physical or mental  illness, the Executive shall have been absent from the full-time performance  of his duties with the Company for six (6) consecutive months, and (ii) within  thirty (30) days after Notice of Termination is given the Executive shall not  have returned to the full-time performance of his duties.
                    (G)     "Company"  includes any corporation or other entity which is the surviving or continuing  entity in respect of any merger, consolidation or form of business combination  in which the Company ceases to exist.
                    (H)     "Federal  Funds Rate" means a rate of interest equal to the average of (i) the near  closing bid and (ii) offered as quoted in the Wall Street Journal for reserves  traded among commercial banks for overnight use in amounts of $1,000,000 or  more. Should such rate of interest ever cease to exist, the parties shall mutually  agree upon a comparable rate of interest.
                    (I)     "Good  Reason" means:
                              (i)     In  the event of a Change in Control of the Company, an adverse change in the Executive's  status or position(s) with the Company including, without limitation, any material  diminution of his duties or responsibilities or the assignment to the Executive  of any duties or responsibilities which, in the Executive's reasonable judgment,  are inconsistent with such status or position(s);
                              (ii)     The  failure by the Company to obtain from any Successor the assent to this Agreement;
                              (iii)     In  the event of a Change in Control, any purported termination by the Company of  the Executive's employment which is not effected pursuant to a Notice of Termination  satisfying the requirements of subparagraph (K) below (and, if applicable, subparagraph  (B) above); and for purposes of this Agreement, no such purported termination  shall be effective;
                              (iv)     In  the event of a Change in Control, the failure by the Company to continue in  effect any Plan in which Executive participates at the time of the Change in  Control (or Plans providing the Executive with at least substantially similar  benefits) other than as a result of the normal expiration of any such Plan in  accordance with its terms as in effect at the time of the Change in Control,  or the taking of any action, or the failure to act, by the Company which would  adversely affect the Executive's continued participation in any of such Plans  on at least as favorable a basis as in the case on the date of the Change in  Control or which would materially reduce the Executive's benefits in the future  under any such Plans or deprive the Executive of any material benefit enjoyed  by the Executive at the time of the Change in Control;
                              (v)     In  the event of a Change in Control, the failure by the Company to provide and  credit the Executive with a number of paid vacation days to which the Executive  would then be entitled in accordance with the Company's normal vacation policy  as in effect immediately prior to the Change in Control; or
                              (vi)     In  the event of a Change in Control, the Company requiring the Executive to be  based anywhere other than where his office is located immediately prior to the  Change in Control.
                              (J)     "Incumbent  Board" means the Board as constituted on the date hereof.
                              (K)     "Notice  of Termination" means a written notice that indicates the specific termination  provision of this Agreement relied upon and sets forth in reasonable detail  the facts and circumstances claimed to provide a basis for termination of the  Executive's employment under the provision so indicated.
                              (L)     "Person"  has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the  Exchange Act.
                              (M)     "Plan"  means any compensation plan such as an incentive, bonus, stock option or restricted  stock plan, any pension or profit sharing plan or any welfare benefit plan (including,  but not limited to, health, life or disability insurance).
                              (N)     "Retirement"  and "Retire" means the Executive's voluntary termination of employment  after the attainment of age sixty-five (65) or the attainment of age fifty-five  (55) having worked full time for the Company for a period of ten (10) consecutive  employment years.
                              (O)     "Successor"  means any Person that succeeds to, or has the practical ability to control (either  immediately or with the passage of time) the Company's business directly, by  merger or consolidation, or indirectly by purchase of the Company's voting securities,  all or substantially all of its assets or otherwise.
   ROANOKE ELECTRIC STEEL      CORPORATION     By  /s/ Donald G.      Smith        Donald      G. Smith  Its:  Chairman, President,      Treasurer         &      Chief Executive Officer    Witness:  EXECUTIVE/s/ Carolyn J. Walker  /s/ Timothy      R. Duke  Timothy R. DukeCarolyn J. Walker        Print Name  

 
 
* (e)  SWVA COLLECTIVE BARGAINING AGREEMENT
          Incorporated by reference to the previously filed Form 10-Q for July 31, 2002 on file in the Commission office.

 * Management contract, or compensatory  plan or agreement, required to be filed as an Exhibit to this Form 10-K pursuant  to Item 15 (c).
 
 
 
EXHIBIT NO. 13 
2002 ANNUAL REPORT TO  STOCKHOLDERS
 
 
 
EXHIBIT NO. 21 
SUBSIDIARIES OF THE REGISTRANT Registrant:      Roanoke      Electric Steel Corporation    Subsidiary      of RegistrantOrganized      Under Jurisdiction of    Shredded      Products CorporationVirginia    John      W. Hancock, Jr., Inc.Virginia    Socar, IncorporatedSouth Carolina    RESCO Steel Products CorporationVirginia    Roanoke Technical Treatment and Services, Inc.Virginia    Steel of West Virginia, Inc.Delaware   
 
 
EXHIBIT NO. 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference  in Registration Statement Nos. 33-27359, 33-35243, 333-25299 and 333-49525 of  Roanoke Electric Steel Corporation on Form S-8 of our report dated November  15, 2002, incorporated by reference in the Annual Report on Form 10-K of Roanoke  Electric Steel Corporation for the year ended October 31, 2002.
Deloitte & Touche LLP
Raleigh, North Carolina  January 21, 2003********