UNITED STATESSECURITIES ANDEXCHANGE 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, 2001 
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  (Exactname 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, 2001:          $137,783,105        
Indicate the number of shares outstanding  of each of the Registrant's classes of common stock, as of   December 31, 2001.                                             10,912,188       Shares outstanding
Portions of the following documents are incorporated by reference:
	(1) 2001 Annual Report to Stockholders in Parts II and IV.
 (2) Proxy Statement dated December 26,  2001 in Part III.
PART I
ITEM 1.BUSINESS        (a) General Development of Business.               During  the fiscal year ended October 31, 2001, 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 modern 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,  upon completion of its cash tender offer. The consideration given was approximately  $117.1 million, including the assumption of approximately $52.3 million of indebtedness,  which translates into $10.75 net per SWVA share, for approximately 6,028,000  shares on a fully-diluted basis. Upon merger, SWVA became a wholly-owned subsidiary  of Roanoke Electric Steel Corporation, and each share of SWVA common stock not  purchased in the offer (approximately 3.6% of SWVA's outstanding shares) was  converted, subject to appraisal rights, into the right to receive $10.75 in  cash, without interest. On the date of acquisition the Registrant closed on  $180,000,000 of secured credit facilities with a syndicate of four banks. The  facilities were comprised of a $150,000,000 seven year term loan and a $30,000,000  five year revolver. 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 

PART I  (con'd.)

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 TOINDUSTRY SEGMENTS AND CLASSES OF PRODUCTS OR SERVICES
             2001              2000              1999  Sales to      Unaffiliated Customers:   Merchant Steel and    Specialty   Steel Sections$190,631,577$228,202,644$210,850,231Bar Joists and      Rebar101,985,847122,549,851125,854,046Billets15,057,18121,975,61336,258,673Total Consolidated      Sales$307,674,605$372,728,108$372,962,950Net Earnings from      Operations$1,348,022$14,061,449$22,479,179Identifiable    Assets$316,886,778$339,678,909$352,045,812

PART I  (con'd.)
      (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 2001 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.  

PART I  (con'd.)
           (iii)  The Registrant's main raw material, scrap steel, is supplied for the most part  by scrap dealers within a 250 mile radius of the mill. 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 ProductsCorporation often experiences difficulty in purchasing scrap automobiles at asatisfactory level. Competition from an increasing number of shredding operationsand reluctance by dealers to sell scrap automobiles due to market conditions arethe main causes. High offering prices generally increase the supply; however,the increased cost to produce sometimes is very comparable to the price of similarscrap 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 25% to 30%  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.

PART I(con'd.)
           (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 2001, 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 8%, 10%, 7% and 1%  of the Registrant's total sales (tons), respectively. During fiscal year 2001,  the largest nonaffiliated customer purchased approximately 5% of total sales  (tons) -- 2% of total sales (dollars). During fiscal year 2000, the largest  nonaffiliated customer purchased approximately 8% of total sales (tons)--3%  of total sales (dollars), significantly down from recent years, as 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. Even though market conditions and backlogs  remained strong for much of 1995, shipments were flat due to customers' inventory  reductions, while improved selling prices were attributable to higher raw material  costs and rising demand, although by year-end prices fell slightly. Demand and  backlogs continued high through 1996, allowing for increased bar product shipments,  in 

PART I(con'd.)
spite of increased competition, which forced sharpreductions in selling prices throughout the industry. As competition easedduring 1997, bar product shipments increased with higher demand, causingimprovements in order levels, backlogs and prices. Strong business conditionskept bar prices up during fiscal 1998, in spite of the temporary drop inmerchant bar shipments, caused by excess inventories at steel service centers.On December 16, 1998, the Registrant acquired 100% of the capital stock of Steelof West Virginia, Inc. ("SWVA"), a steel manufacturer, and 1999 results reflectthe operations of SWVA from the date of acquisition. The 1998 financialstatements were not restated to include SWVA because the acquisition was treatedas a purchase for accounting purposes. Consequently, the significant increase in1999 sales was due, primarily, to the inclusion of SWVA's revenues inconsolidated sales. Increased competition from foreign and domestic producersprompted industry-wide list price reductions for bar products at the beginningof fiscal 1999, and prices had not fully recovered by year end. Excessinventories at steel service centers and a shortage of transportation equipmentcontributed to the slight reduction in tons shipped of bar products as barmarkets 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'srevenues for the entire period, whereas sales for 1999 included only the portionof SWVA's revenues from the date of acquisition. Average selling prices for barand specialty products increased slightly for 2000, but list prices had fallensharply by the end of the year as a result of increased foreign and domesticcompetition. The increased competition and price uncertainty reduced order entryand backlogs and caused decreases in both bar and specialty products shipments.Depressed economic conditions within the steel industry and certain nichemarkets resulted in the decline of 2001 sales. Selling prices for merchant barand specialty steel products declined due to heightened foreign and domesticcompetition. Shipments of specialty products were down, primarily, as a resultof depressed economic conditions within major market segments. However, saleswere positively affected by an increase in tons shipped of merchant barproducts, due to new product offerings and declining inventory levels at steelservice centers.             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. Reduced competition and increased  activity in 1995 led to higher shipment levels within the construction industry,  as demand and increased raw material costs forced selling prices higher. Generally  strong business conditions within the commercial construction industry continued  during 1996 to bring improvements to selling prices for fabricated products,  while shipment levels were relatively flat, as weather related construction  delays offset otherwise strong demand. Even though market conditions continued

PART I  (con'd.)
to be favorable during 1997, competition  within the industry forced lower selling prices for fabricated products, and  also kept shipment levels flat. 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.             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. Improved market conditions  and increased domestic demand resulted in improved 1995 billet shipments, as  export markets remained highly competitive. Higher scrap steel costs, which  normally trigger higher prices, and improved product mix together caused billet  selling prices to climb. A planned melt shop shutdown during 1996 to install  a new ladle furnace and upgrade an electric arc furnace was unexpectedly prolonged  due to problems with construction and installation, resulting in a sharp decline  in billet production and causing a significant reduction in billet shipments  for the year, while the highly competitive export market remained in effect.  Billet selling prices declined with a downward trend in scrap prices. Increased  billet shipments for 1997 resulted both from increased production, which hampered  shipments in 1996, and improved domestic demand, as export markets remained  very competitive. Lower scrap prices continued to keep billet prices down. The  significant increase in billet shipments for fiscal 1998 was attributable to  record raw steel production, coupled with unprecedented demand. Billet prices  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

PART I(con'd.)
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.             (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 $9,900,000. 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 2001 Annual Report to Stockholders,  filed as an Exhibit to this Form 10-K.              (xiii) At  October 31, 2001, the Registrant employed 493 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 424, 287, 266, 59 and 44 persons, respectively.

PART I  (con'd.)
           (d) Financial Information about Foreign and DomesticOperations 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  1999, 2000 and 2001, 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,  130 acres of which were sold in 1995, 1997, 1998, 1999 and 2001, 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.

PART I  (con'd.)
                  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", inNotes to Consolidated Financial Statements contained in the Registrant's 2001Annual Report to Stockholders, filed as an Exhibit to this Form 10-K.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
                There were no matters submitted to a vote of stockholdersduring the fourth quarter of the fiscal year covered.
EXECUTIVE OFFICERS OF THEREGISTRANT
                Pursuant to General Instruction G(3) of Form 10-K, thefollowing list is included as an unnumbered Item in Part I of this report inlieu of being included in the Proxy Statement for the Annual Meeting ofShareholders to be held on February 19, 2002.                  The  names, ages and positions of all of the executive officers of the Registrant  as of October 31, 2001 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, 46, has served as Secretary of theRegistrant since January 1985 and as Vice President-Administration sinceFebruary 1998; prior thereto, he had served as Assistant Vice Presidentsince January 1993, as Manager of Inside Sales since 1984and as a Sales Representative since 1977. He has 24 years of service with theRegistrant.

PART I  (con'd.)
                  Timothy  R. Duke, 50, 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 14 years of service with SWVA.                  Donald  R. Higgins, 56, 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 36 years of service with the  Registrant.                  John  E. Morris, 60, has served as Vice President - Finance of the Registrant since  October 1988 and as Assistant Treasurer since 1985; prior thereto, he had served  as Controller since 1971. He has 30 years of service with the Registrant.                  Donald  G. Smith, 66, 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 44 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 ANDRELATEDSTOCKHOLDER MATTERS
                The specific information required by this item isincorporated by reference to the information under the heading "Stock Activity"in the 2001 Annual Report to Stockholders. The Registrant did not, during fiscalyear 2001, make any sale of securities not registered under the Securities Actof 1933.
ITEM 6.SELECTED FINANCIAL DATA
                The specific information required by this item isincorporated by reference to the information under the heading "SelectedFinancial Data" in the 2001 Annual Report to Stockholders.
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION                 AND  RESULTS OF OPERATIONS
                The specific information required by this item isincorporated by reference to the information under the heading "Management'sDiscussion and Analysis of Financial Condition and Results of Operations" in the2001 Annual Report to Stockholders. 
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK
                The specific information required by this item isincorporated by reference to the information under the headings "Notes toConsolidated Financial Statements" and "Management's Discussion and Analysis ofFinancial Condition and Results of Operations" in the 2001 Annual Report toStockholders.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                The specific information required by this item isincorporated by reference to the information under the headings "IndependentAuditors' Report", "Consolidated Financial Statements" and "Notes toConsolidated Financial Statements" in the 2001 Annual Report toStockholders.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING                  AND  FINANCIAL DISCLOSURE
                None.

PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT
                The specific information required by this item isincorporated by reference to the information under the heading "InformationConcerning Directors and Nominees" in the Proxy Statement dated December 26,2001, as filed with the Securities and Exchange Commission (the "Commission"),or is included under the heading "Executive Officers of the Registrant" in PartI of this filing on Form 10-K. The disclosure required by Item 405 of RegulationS-K is not applicable.
ITEM 11.EXECUTIVE COMPENSATION
                The specific information required by this item isincorporated by reference to the information under the headings "ExecutiveCompensation", "Compensation and Stock Option Committee Report on ExecutiveCompensation", "Performance Graph" and "Board of Directors and Committees --Director Compensation" in the Proxy Statement dated December 26, 2001, as filedwith the Commission.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT
                The specific information required by this item isincorporated by reference to the information under the headings "SecurityOwnership of Certain Beneficial Owners" and "Security Ownership of Management"in the Proxy Statement dated December 26, 2001, as filed with theCommission.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                None.

PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM8-K
                (a) The following documents are filed as a part of thisreport:
                     (1) The following financial statements filed as part of the2001 Annual Report to Stockholders are incorporated herein by reference:
                                (a) Consolidated Balance Sheets
                                (b) Consolidated Statements of Stockholders' Equity andComprehensive Earnings (Loss)
                                (c) Consolidated Statements of Earnings
                                (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.
PART IV(con'd.)
                     (2) Pursuant to Regulation S-K, the following Exhibit Indexis added immediately preceding the exhibits filed as part of the subject Form10-K:
                                                                         EXHIBIT INDEXEXHIBIT NO.EXHIBIT PAGE    (3)(a) Articles of Incorporation,      as amended20  Incorporated by    reference    (b) By-Laws, as amended21      (4)  Instruments Defining the Rights of Security      Holders22   (10)  *(a) Executive Officer Incentive Arrangement23  Incorporated by    reference    *(b) Roanoke Electric Steel Corporation   Employees' Stock Option Plan23  Incorporated by    reference *(c) Roanoke Electric Steel Corporation  Non- Employee Directors' Stock Option Plan23  Incorporated by    reference    *(d) Roanoke Electric Steel Corporation Severance      Agreements23  Incorporated by    reference    *(e) SWVA Collective Bargaining Agreement23  Incorporated by    reference    *(f) SWVA Employee Agreement with Timothy R.      Duke23  Incorporated by    reference   (13)
2001 Annual Report toStockholders
24   (21)Subsidiaries of the      Registrant25   (23)Independent Auditor's    Consent26   
(b) Reports on Form 8-K.
                There were no reports on Form 8-K filed by the Registrantduring the last quarter of the fiscal period covered by the AnnualReport.
* Management contract, or compensatory  plan or agreement, required to be filed as an Exhibit to this      Form 10-K pursuant to Item 14 (c).

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.
 ROANOKE ELECTRIC STEEL CORPORATION                                 Registrant      By:         Donald      G. Smith                 Donald G. Smith, Chairman, President,             Treasurer      and Chief Executive Officer           (Principal Executive Officer,    Principal           Financial Officer and  Director)

Date: January 15, 2002                  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        Donald G. SmithJanuary 15, 2002       Donald G. Smith, Chairman, President,  Treasurer and Chief Executive Officer  (Principal Executive Officer,    Principal  Financial Officer and Director)     John E. MorrisJanuary 15, 2002       John E. Morris, Vice President -    Finance  and Assistant Treasurer (Principal  Accounting Officer)     George B. Cartledge, Jr.January 15, 2002       George B. Cartledge, Jr.      Director     Thomas L. RobertsonJanuary 15, 2002       Thomas L. Robertson          Director     Charles I. Lunsford, IIJanuary 15, 2002       Charles I. Lunsford, II         Director     Paul E. TorgersenJanuary 15, 2002       Paul E. Torgersen                Director 

EXHIBIT NO. 3 (a)
ARTICLES OF INCORPORATION, AS AMENDED
                Incorporated  by reference to the previously filed Form 10-K for October 31, 1996 on file  in the Commission office.
EXHIBIT NO. 3 (b)
BY-LAWS, AS AMENDED
BY-LAWS  OF  ROANOKE ELECTRIC STEEL CORPORATION
ARTICLE I
Offices
                The principal office and place of business of theCorporation shall be in the County of Roanoke, State of Virginia, and the postoffice address of the Corporation shall be in the City of Roanoke, State ofVirginia.

ARTICLE II
Stockholders
                Section 1 - Annual Meeting - Theannual meeting of the Stockholders of the Corporation shall be held on the thirdMonday in January of each year.
                Section  2 - Special Meetings - Special meetings of the Stockholders may be called  by the President and shall be called by the President or Secretary at the request  in writing of a majority of the Board of Directors, or at the request in writing  by Stockholders owning a majority in amount of the entire capital stock of the  Corporation issued and outstanding and entitled to vote.
                Section 3 - Notice and Place ofMeetings - The Secretary shall cause written notice of the time and place ofthe holding of each annual or special meeting to be mailed, at least ten (10)days prior to such meeting, to each Stockholder entitled to vote, to the postoffice address of record with the Corporation. Notice of special meetings of theStockholders shall state the purpose or purposes of such meetings. Meetingsshall be held at such place in the City or County of Roanoke as may bedesignated in the notice.
                Section 4 - Quorum - At anymeeting of the Stockholders, the holders of a majority of the shares of thecapital stock of the Corporation, issued and outstanding and entitled to vote,present in person or represented by proxy, shall represent a quorum of theStockholders for all purposes.
                If the holders of the amount of stock necessary toconstitute a quorum shall fail to attend, in person or by proxy, at the time andplace of meeting, the Chairman of the meeting may adjourn such meeting from timeto time without notice, other than by announcement at the meeting, until holdersof the amount of stock requisite to constitute a quorum shall attend. At anysuch adjourned meeting, at which a quorum be present, any business may betransacted which might have been transacted at the meeting as originallycalled.
                Section 5 - Organization - ThePresident, and in his absence, the Vice-President, shall call all of themeetings of the Stockholders to order and shall act as Chairman of suchmeetings. In the absence of the President and Vice-President, the Board ofDirectors shall appoint any stockholder to act as Chairman of such meeting. TheSecretary of the Corporation shall act as Secretary of all meetings of theStockholders, and in the absence of the Secretary, the presiding officer mayappoint any person to act in such capacity.
                Section 6 - Voting - At eachmeeting of the Stockholders, every Stockholder shall be entitled to vote inperson or by proxy appointed by an instrument in writing, subscribed by suchStockholder, or by his duly authorized attorney, and delivered to the Secretaryat the meeting, and he shall have one vote for each share of stock entitled tovote and registered in his name at the time of taking the list of Stockholdersfor such meeting. No share of stock shall be voted at any election which shallhave been transferred on the books of the Corporation within twenty (20) daysnext preceding such election. Upon the demand of any Stockholder, the vote uponany question before the meeting shall be by ballot.
                It shall be the duty of the Secretary to prepare, at leastten (10) days before every meeting, a complete list of the Stockholders entitledto vote, arranged in alphabetical order and indicating the number of shares heldby each. Such list shall be open for inspection by any Stockholder at theprincipal place of business of the Corporation during business hours for the ten(10) days preceding the meeting.
                Section 7 - Inspectors - At eachmeeting of the Stockholders, one (1) or more inspectors of election may beappointed by the presiding officer. It shall be the duty of the inspectors ofelection to count and certify to the Secretary the results of all votes at suchmeeting. In the absence of the appointment of such inspector or inspectors, theSecretary shall perform such duties.
                Section 8 - Order of Business -At meetings of the Stockholders, the order of business shall be:
                                (1) Calling of roll.
                                (2) Proof of due notice of meeting or of waiver ofnotice.
                                (3) Reading and disposal of unapproved minutes.
                                (4) Reports of officers and committees.
                                (5) Election of Directors.
                                (6) Unfinished business.
                                (7) New business.
                                (8) Adjournment.
ARTICLE III  Board of Directors
                Section 1 - Number and Term ofOffice - The business and property of the Corporation shall be managed andcontrolled by a Board of not less than five, nor more than nine Directors. TheDirectors shall be elected by ballot, by a majority of the Stockholders presentand voting in person or by proxy, at each annual meeting of the Stockholders,and shall be elected to serve for a term of one (l) year and until theirsuccessors shall be elected and shall qualify.
                Section 2 - Vacancies - In caseof any vacancy in the Board of Directors through death, resignation,disqualification or other cause, the remaining Directors, by an affirmative voteof the majority thereof, may elect a successor to hold office for the unexpiredportion of the term.
                Section 3 - Annual Meetings - Theannual meeting of the Board of Directors of the Corporation shall be held on thesecond Tuesday following the annual meeting of the Stockholders of theCorporation.
                Section 4 - Special Meetings -Special meetings of the Board of Directors shall be held whenever called by thedirection of its Chairman or the President, or by one-third in number of theDirectors then in office.
                Section 5 - Time, Place and Notice ofMeetings - The Secretary shall cause written notice of the time and place ofthe holding of each annual or special meeting to be mailed, at least ten (10)days prior to the date of such meeting, to each Director to the post officeaddress of record with the Corporation.
                Section 6 - Quorum - A majorityof the Board of Directors shall constitute a quorum for the transaction ofbusiness, but if at any meeting of the Board, there be less than a quorumpresent, a majority of those present shall adjourn the meeting from time totime.
                Section 7 - Election and Salaries ofOfficers - The Directors shall elect the officers of the Corporation and fixtheir salaries.
                Section 8 - Order of Business -At meetings of the Board of Directors, the order of business shall be:
                                (1) Calling of roll.
                                (2) Proof of due notice of meeting or of waiver ofnotice.
                                (3) Reading and disposal of any unapproved minutes.
                                (4) Reports of officers and committees.
                                (5) Election of officers.
                                (6) Unfinished business.
                                (7) New business.
                                (8) Adjournment.
ARTICLE IV
                Section 1 - Officers - Theofficers of the Corporation shall be a Chairman of the Board of Directors, aPresident, a Vice-President, a Secretary and a Treasurer. Any two or more ofsuch offices, other than those of President and Secretary, may be held by oneperson. The Board of Directors may, in its discretion, elect more than oneVice-President, and an Assistant Secretary and Assistant Treasurer. The officersshall be elected at each annual meeting of the Board of Directors and shall beelected to serve for a term of one (1) year or until removed by a majority voteof the entire Board of Directors.
                Section 2 - Powers and Duties ofOfficers
                (a) The Chairman of the Board of Directors shall preside atall meetings of the Board of Directors.
                (b) President - The President shall be elected from theBoard of Directors and shall preside at all meetings of the Stockholders, and,in the absence of the Chairman of the Board of Directors, at all meetings of theDirectors. He shall have power to sign certificates of stock, to sign andexecute all contracts, deeds, leases and other documents, and to sign checks,drafts, notes and orders for the payment of money, and to appoint, discharge andfix the salaries of agents and employees. He shall have general and activemanagement of the business of the Corporation and shall perform all of theduties incident to the office of President.
                (c) Vice-President - The Vice-President, or Vice-Presidents,shall have such powers and perform such duties as may be delegated to him orthem by the Board of Directors. In the absence or disability of the President,the senior Vice-President may perform the duties and exercise the powers of thePresident.
                (d) Treasurer and Assistant Treasurer - The Treasurer shallhave custody of all funds and securities of the Corporation and shall keep afull and accurate account of all monies received and paid by him on account ofthe Corporation. He shall have power to sign all checks, drafts, notes andorders for the payment of money and shall perform all acts incident to theposition of Treasurer, subject to the control of the Board of Directors. TheAssistant Treasurer shall have such powers and duties as may be delegated to himby the Board of Directors and, in the absence or disability of the Treasurer,may perform the duties and exercise the powers of the Treasurer.
                (e) Secretary and Assistant Secretary - The Secretary shallkeep the minutes of all meetings of the Board of Directors and Stockholders, andshall give and serve all notices. The Secretary shall attest and countersign allcontracts, deeds, leases and other documents where necessary, and shall havecharge and custody of the seal, and of the stock certificate books, transferbooks and stock ledgers of the Corporation, and shall, in general, perform allduties usually incident to the office of Secretary. The Assistant Secretaryshall have such powers and duties as may be delegated to him by the Board ofDirectors and, in the absence or disability of the Secretary, may perform theduties and exercise the powers of the Secretary.
ARTICLE V  Capital Stock, Dividends and Seal
                Section 1 - Certificates ofShares - The certificates for the shares of the capital stock of theCorporation shall be in such form as may be approved by the Board of Directors.The certificates shall be signed by the President and the Secretary or Treasurerof the Corporation and shall be consecutively numbered. The name of the personowning the shares represented by each certificate, with the number of suchshares and the date of issue, shall be entered on the Corporation's books. TheCorporation may treat the holder of record of any share or shares of stock asthe holder-in-fact thereof, and shall not be bound to recognize any claim to orinterest in any such share on the part of any other person.
                Section 2 - Transfer of Shares -Shares of the capital stock of the Corporation shall be transferable by theholder thereof in person, or by his duly authorized attorney, upon surrender andcancellation of certificates for a like number of shares properlyendorsed.
                Section 3 - Regulations - TheBoard of Directors shall have power and authority to make all such rules andregulations as they may deem expedient concerning the issue, transfer andregistration of certificates for the shares of stock of the Corporation.
                Section 4 - Dividends - The Boardof Directors may declare dividends from the surplus of the Corporation or fromthe net profits from the operation of its business at such times and in suchamounts as the Board, in its sole discretion, may determine. Before the paymentof any dividend or the distribution of any profits, there may be set aside outof the surplus or net profits arising out of the operation of the business ofthe Corporation, such sum or sums as the Directors from time to time thinkproper, either as working capital, a reserve fund to meet contingencies, for therepair and maintenance of the property of the Corporation, or for such otherpurposes as the Directors shall think conducive to the interests of theCorporation.
                Section 5 - Corporate Seal - Thecorporate seal shall have inscribed thereon the name of the Corporation, theyear of its organization, and the words "Corporate Seal" and "Virginia".
                Section 6 - Fiscal Year and FinancialStatements - The fiscal year of the Corporation shall begin on the first dayof November and terminate on the 31st day of October in each year. The Board ofDirectors shall publish and submit to the Stockholders, along with the notice ofthe time and place of the annual meeting, an operating statement of theCorporation for the preceding fiscal year and a consolidated balance sheetshowing the assets and liabilities of the Corporation at the end of thepreceding fiscal year.
ARTICLE VI  Amendment of By-Laws
                The By-Laws of the Corporation may be amended at any annualor special meeting of the Corporation by a vote of the holders of a majority ofthe shares of the capital stock of the Corporation issued and outstanding andentitled to vote, present in person or represented by proxy.

                                                                                                John W. Hancock, Jr.                                                                                                  President
ATTEST:
Elizabeth B. Hancock   Secretary

WAIVER OF NOTICE
                We, the undersigned, being all of the members of the Boardof Directors of Roanoke Electric Steel Corporation, hereby waive notice of thefirst meeting of the Board of Directors to be held at the offices of RoanokeIron and Bridge Works in the City of Roanoke, Virginia at 4 p.m. o'clock on the27th day of April, 1955, and consent to the transaction of all business that mayproperly come before such meeting.
                DATED at Roanoke, Virginia this 27th day of April,1955.

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

ARTICLES OF AMENDMENT  TO BY-LAWS  OF ROANOKE ELECTRIC STEEL CORPORATION
                Pursuant to Section 13.1 - 3(n), Code of Virginia, 1950, asamended, Roanoke Electric Steel Corporation executes Articles of Amendment toits By-Laws as follows:
                (a) The name of the Corporation is ROANOKE ELECTRIC STEELCORPORATION.
                (b) The amendment so adopted amends Article VI of theBy-Laws to read as follows:
                "The Corporation shall indemnify each director and officerof the Corporation, his heirs, executors, administrators and personalrepresentatives, against any and all liabilities, judgments, fines, penaltiesand claims (including amounts paid in settlement) imposed upon or assertedagainst him by reason of his being or having been an officer or director of theCorporation or of any other corporation in which he served or serves as adirector or officer pursuant to the written request of the Corporation (whetheror not he continues to be an officer or director at the time of such impositionor assertion), and against all expenses (including counsel fees) reasonablyincurred by him in connection therewith, except in respect of matters as towhich he shall have been finally adjudged to be liable by reason of having beenguilty of negligence or misconduct in the performance of his duty as suchdirector or officer. In the event of any other judgment against such officer ordirector or in the event of a settlement, the indemnification shall be made onlyif the Corporation shall be advised (a) by the Board of Directors, in case noneof the persons involved shall then be a director of the Corporation, or (b) byindependent counsel appointed by the Board of Directors, in case any of thepersons involved shall then be a director of the Corporation, that in its or hisopinion, as the case may be, such director or officer was not guilty ofnegligence or misconduct in the performance of his duty, and, in the event of asettlement, that such settlement was, or, if still to be made, would be, in thebest interests of the Corporation. If the determination is to be made by theBoard of Directors, it may rely, as to all questions of law, upon the advice ofindependent counsel. The foregoing right of indemnification shall not beexclusive of other rights to which any director or officer may be entitled as amatter of law or otherwise."
                (c) The meeting of the Board of Directors at which theamendment was found to be in the best interests of the Corporation and directedto be submitted to a vote at a meeting of stockholders was held on the 18th dayof October, 1967. Notice was given to each stockholder of record entitled tovote on the 15th day of December, 1967, such notice being given more thantwenty-five and less than fifty days before the date of the meeting and wasgiven in the manner provided in this Act, and was accompanied by a copy of theproposed amendment; the date of the adoption of the amendment by thestockholders was the 15th day of January, 1968.
                (d)  The number of shares outstanding and the number of shares entitled to vote on  the amendment was 560,000 shares; all shares being common stock of no par value,  there was no class entitled to vote thereon as a class.
                (e) The number of shares present in person or by proxy votedfor the amendment was 441,265 shares and none against such amendment.
                (f) Such amendment does not effect a change in the amount ofstated capital.
                (g) Such amendment does not effect a restatement of theArticles of Incorporation.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 20th day of January, 1968.
                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                BY William M. Meador                                                          President

ATTEST:
Donald G. Smith      Secretary

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

                I, Paul D. Sturgill, a Notary Public in and for the Countyof Roanoke, State of Virginia, do hereby certify that William M. Meador, andDonald G. Smith, President and Secretary respectively of Roanoke Electric SteelCorporation, have this day personally appeared before me and executed theforegoing Articles of Amendment, and made oath that the matters therein statedare true and correct.
                Given under my hand this 20th day of January, 1968. Mycommission expires April 4, 1968.
                                                Paul  D. Sturgill                                                   Notary  Public
ARTICLES OF AMENDMENT  TO BY-LAWS  OF ROANOKE ELECTRIC STEEL CORPORATION

                Pursuant to Section 13.1 - 24, Code of Virginia, 1950, asamended, Roanoke Electric Steel Corporation executes Articles of Amendment toits By-Laws as follows:
                (a) The name of the Corporation is ROANOKE ELECTRIC STEELCORPORATION.
                (b) The amendment so adopted adds a new by-law, which wouldbe new Article VII, to read as follows:
                                "The power to alter, amend or repeal the By-laws or adoptnew by-laws shall be vested in the Board of Directors. But by-laws made by theBoard of Directors may be repealed or changed, and new by-laws made, by thestockholders and the stockholders may prescribe that any by-law made by themshall not be altered, amended or repealed by the Directors."
                (c) The meeting of the Board of Directors at which theamendment was found to be in the best interests of the Corporation and directedto be submitted to a vote at a meeting of stockholders was held on the 18th dayof October, 1967. Notice was given to each stockholder of record entitled tovote on the 15th day of December, 1967, such notice being given more thantwenty-five and less than fifty days before the date of the meeting and wasgiven in the manner provided in this Act, and was accompanied by a copy of theproposed amendment; the date of the adoption of the amendment by thestockholders was the 15th day of January, 1968.
                (d) The number of shares outstanding and the number ofshares entitled to vote on the amendment was 560,000 shares; all shares beingcommon stock of no par value, there was no class entitled to vote thereon as aclass.
                (e) The number of shares present in person or by proxy votedfor the amendment was 441,265 shares and none against such amendment.
                (f) Such amendment does not effect a change in the amount ofstated capital.
                (g) Such amendment does not effect a restatement of theArticles of Incorporation.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 20th day of January, 1968.
                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                BY  William M. Meador                                                          President

ATTEST:
Donald G. Smith      Secretary
STATE OF VIRGINIA         )                                                )  To-Wit:  COUNTY OF ROANOKE )

                I, Paul D. Sturgill, a Notary Public in and for the Countyof Roanoke, State of Virginia, do hereby certify that William M.Meador, andDonald G. Smith, President and Secretary respectively of Roanoke Electric SteelCorporation, have this day personally appeared before me and executed theforegoing Articles of Amendment, and made oath that the matters therein statedare true and correct.
                Given under my hand this 20th day of January, 1968. Mycommission expires April 4, 1968.

                                                                                Paul  D. Sturgill                                                                                    Notary  Public 
ARTICLES OF AMENDMENT  TO BY-LAWS  OF ROANOKE ELECTRIC STEEL CORPORATION
                Pursuant to Section 13.1-24 of the Code of Virginia andArticle VII of the By-Laws of Roanoke Electric Steel Corporation, The Board ofDirectors of Roanoke Electric Steel Corporation hereby amends the By-Laws of theCorporation as follows:
                (a) Section 2 of Article V is amended by inserting "(subjectto such restrictions as may be placed upon the transfer of shares under theterms of the following section)" between "transferable" and "by".
                (b) Section 3 of Article V is amended by adding to the endof such section the following sentence: "The Board of Directors may place suchrestrictions upon the transferability of all or part of the shares of thecapital stock of the Corporation as may be necessary in the opinion of the Boardto insure that any issue of stock by the Corporation will comply with applicablefederal and state securities laws and with the terms of any agreement of mergeror other corporate reorganization duly approved by the Board."
                (c) The meeting of the Board of Directors at which theamendment was found to be in the best interest of the Corporation was held onthe 19th day of August, 1975.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 19th day of August, 1975.
                                                                ROANOKE  ELECTRIC STEEL CORPORATION                                                                  By  William M. Meador                                                                              President
ATTEST:
Donald G. Smith       Secretary 
ARTICLESOF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL  CORPORATION

                Pursuant to Section 13.1-24 of the Code of Virginia andArticle VII of the By-Laws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation executes Articles of Amendmentto its By-Laws as follows:
                (a) The name of the Corporation is ROANOKE ELECTRIC STEELCORPORATION.
                (b) The amendment so adopted amends Section 1 of Article IIIto read as follows:
                "The business and property of the Corporation shall bemanaged and controlled by a Board of not less than five, nor more than tenDirectors. The Directors shall be elected by ballot, by a majority of theStockholders present and voting in person or by proxy, at each annual meeting ofthe Stockholders, and shall be elected to serve for a term of one (1) year anduntil their successors shall be elected and shall qualify."
                (c) The meeting of the Board of Directors at which theamendment was found to be in the best interest of the Corporation was held onthe 16th day of September, 1975.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 16th day of September, 1975.
                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                By  William M. Meador                                                                               President

ATTEST:
Donald G. Smith      Secretary 
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION

                Pursuant to Section 13.1-24 of the Code of Virginia andArticle VII of the By-Laws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation executes Articles of Amendmentto its By-Laws as follows:
                (a) The name of the Corporation is ROANOKE ELECTRIC STEELCORPORATION.
                (b) The amendment so adopted amends Section 1 of Article IIIto read as follows:
                "The business and property of the Corporation shall bemanaged and controlled by a Board of not less than five, nor more than elevenDirectors. The Directors shall be elected by ballot, by a majority of theStockholders present and voting in person or by proxy, at each annual meeting ofthe Stockholders, and shall be elected to serve for a term of one (1) year anduntil their successors shall be elected and shall qualify."
                (c) The meeting of the Board of Directors at which theamendment was found to be in the best interest of the Corporation was held onthe 17th day of April 1984.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 17th day of April 1984.
                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                By  William M. Meador                                                                             President
ATTEST:
Donald G. Smith      Secretary 
ARTICLES OF AMENDMENT TO BYLAWSOFROANOKE ELECTRIC STEEL CORPORATION
                Pursuant to Section 13.1-24 of the Code of Virginia andArticle VII of the Bylaws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation hereby executes and approvesthese Articles of Amendment to its Bylaws as follows:
                (a) Article III, "Board of Directors", is hereby amended bythe addition of Section 9 as follows:
                Section 9 - Executive Committee andOther Committees
                The Board of Directors of the Corporation, by resolutionadopted by a majority of the Directors in office, may designate an ExecutiveCommittee and/or such other committees as from time to time shall be deemednecessary and appropriate. The Executive Committee shall be composed of two ormore Directors of the Corporation, appointed by the Board of Directors, and, tothe extent provided in such resolution, shall have and exercise all of theauthority of the Board of Directors except to approve an amendment of theArticles of Incorporation, a plan of merger or consolidation, a plan of exchangeunder which the Corporation would be acquired, the sale, lease or exchange, orthe mortgage or pledge of for a consideration other than money, of all orsubstantially all of the property and assets of the Corporation otherwise thanin the ordinary and regular course of business, the voluntary dissolution of theCorporation, or revocation of voluntary dissolution proceedings. Othercommittees consisting of two or more Directors, appointed by the Board ofDirectors, may be designated by resolution adopted by a majority of theDirectors present at a meeting at which a quorum is present. Upon designation ofany committee, including the Executive Committee, the Board of Directors shallappoint a chairman thereof.
                (b) A meeting of the Board of Directors at which thisAmendment was found to be in the best interest of the Corporation was heldJanuary 29, 1985. A majority of the Board of Directors then in office voted infavor of the Amendment.
                WITNESS the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretaryof, this 29th day of January, 1985.
                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                By Donald G. Smith 

Attest: Thomas J. Crawford                    Secretary
ARTICLES OF AMENDMENT TO BYLAWSOFROANOKE ELECTRIC STEEL CORPORATION
                Pursuant to Section 13.1-714 of the Code of Virginia, 1950,as amended, and Article VII of the Bylaws of Roanoke Electric Steel Corporation,the Board of Directors of Roanoke Electric Steel Corporation hereby executes andapproves these Articles of Amendment to its Bylaws as follows:
                (a) Article IV, Section 1 is hereby amended to read asfollows:
                                Section 1 - Officers - Theofficers of the Corporation shall be a Chairman of the Board of Directors, aPresident, a Vice President, an Assistant Vice President, a Secretary and aTreasurer. The Board of Directors may, in its discretion, elect more than oneVice President, more than one Assistant Vice President, and an AssistantSecretary and Assistant Treasurer. The same individual may simultaneously holdmore than one office in the Corporation. The officers shall be elected at eachannual meeting of the Board of Directors for a term of one (1) year or untilremoved by a majority vote of the entire Board of Directors.
                (b) Article IV, Section 2 (c) is hereby amended to read asfollows:
                                (c) Vice President and Assistant Vice President - The VicePresident(s) and Assistant Vice President(s) shall have the powers and performsuch duties as may be delegated to him or them by the Board of Directors. In theabsence or disability of the President, the senior Vice President may performthe duties and exercise the powers of the President.
                (c) The meeting of the Board of Directors at which theseAmendments were found to be in the best interest of the Corporation was heldOctober 18, 1988. The majority of the Board of Directors then in office voted infavor of the Amendments. The Amendments were ratified by a majority of the Boardof Directors at its meeting on November 15,1988.
                WITNESS the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 15th day of November, 1988.

                                                                ROANOKE ELECTRIC STEEL CORPORATION                                                                  By  Donald G. Smith                                                                              President
ATTEST:
Thomas J. Crawford        Secretary
ARTICLES OF AMENDMENT TO BYLAWS  OF  ROANOKE ELECTRIC STEEL CORPORATION
                Pursuant to Section 13.1-714 of the Code  of Virginia, 1950, as amended, and Article VII of the Bylaws of Roanoke Electric  Steel Corporation, the Board of Directors of Roanoke Electric Steel Corporation  hereby executes and approves these Articles of Amendment to its Bylaws as follows:

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

                "Section 1 - Officers - Theofficers of the Corporation shall be a Chairman of the Board of Directors, aPresident, a Vice President, an Assistant Vice President, a Secretary and aTreasurer and such other officers as the Board may by resolution appoint. Thesame individual may simultaneously hold more than one office in the Corporation.The Board of Directors may, in its discretion, elect more than one VicePresident, more than one Assistant Vice President, and an Assistant Secretaryand Assistant Treasurer. The officers shall be elected at each annual meeting ofthe Board of Directors and shall be elected to serve for a term of one (1) yearor until removed by a majority vote of the entire Board of Directors."
                (b) The meeting of the Board of Directors at which thisAmendment was found to be in the best interests of the Corporation was held onNovember 16, 1993. The majority of the members of the Board of Directors then inoffice voted in favor of the Amendment.
                WITNESS the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 16th day of November, 1993.
                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                By: Donald G. Smith                                                                               President
ATTEST:
Thomas J. Crawford        Secretary 
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
                Pursuant to Section 13.1-714 of the Code of Virginia andArticle VII of the By-Laws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation executes Articles of Amendmentto its By-Laws as follows:
                (a) The name of the Corporation is Roanoke Electric SteelCorporation.
                (b) The amendment so adopted (the "Amendment") amendsSection 1 of Article II to read as follows:
                                "Section 1 - Annual Meeting - Theannual meeting of the Stockholders of the Corporation shall be held on the thirdTuesday in February of each year, or on such other date as the Board ofDirectors may determine."
                (c) The Amendment also amends Section 3 of Article III toread as follows:
                                "Section 3 - Annual Meeting - Theannual meeting of the Board of Directors of the Corporation shall be heldimmediately following the annual meeting of Stockholders, or at such other timeas the Board of Directors may determine."
                (d) The meeting of the Board of Directors at which theAmendment was found to be in the best interest of the Corporation was held onthe 19th day of September,1995.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 19th day of September, 1995.
                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                By  Donald G. Smith                                                                              President
ATTEST:
Thomas J. Crawford       Secretary

**ARTICLES OF AMENDMENT**
**TO BY-LAWS**
**OF ROANOKE ELECTRIC STEELCORPORATION**
                Pursuant to Section 13.1-714 of the Code of Virginia andArticle VII of the By-Laws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation executes Articles of Amendmentto its Bylaws as follows:
                A. The name of the Corporation is Roanoke Electric SteelCorporation.
                B. The Amendment so adopted (the "Amendment") amends Section1 of Article III to read as follows:
                                "Section  1 - Number and Term of Office. The number of directors of  the Corporation  shall be nine. The directors shall be divided into three classes (A,  B and C) as nearly equal in number as possible. The initial term of office for  members of Class A shall expire at the annual meeting of stockholders in 1997;  the initial term of office for members of Class B shall expire at the annual  meeting of stockholders in 1998; and the initial term of office for members of Class C shall expire at the annual  meeting of stockholders in 1999.  At  each annual meeting of stockholders following such initial classification and  election, directors elected to succeed those directors whose terms expire aftertheir election and shall continue to hold  office until their respective successors are  elected and qualify."
                C. The Amendment also amends Section 2 of Article III toread as follows:
                                "Section  2 - Vacancies. Newly-created directorships resulting from anincrease  in the number of directors or any vacancies in the Board of Directorsresulting from death, resignation, retirement,  disqualification, removal fromoffice,  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 numberof directors constituting the Board of Directors  shall shorten the term of anyincumbent  director. A director may be removed from office only for cause."
                D.  The meeting of the Board of Directors at which the Amendment was foundto be in the best interest of the Corporation  was held on the 15 day of October,1996.  
                WITNESS  the signature of Roanoke Electric Steel Corporation, by its President, withthe corporate seal affixed and attested  by the Secretary thereof, this 15 day of October, 1996.
                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                By  Donald G. Smith                                                                            President
Attest:
Thomas J. Crawford      Secretary

**ARTICLES OF AMENDMENT**
**TO BY-LAWS**
**OF ROANOKE ELECTRIC STEELCORPORATION**
                Pursuant to Section 13.1-714 of the Code of Virginia andArticle VII of the By-Laws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation executes Articles of Amendmentto its Bylaws as follows:
                A. The name of the Corporation is Roanoke Electric SteelCorporation.
                B. The Amendment so adopted (the "Amendment") amends Section1 of Article III to read as follows:
                                "Section  1 - Number and Term of Office. The number of directorsof  the Corporation shall be ten. The directors shall be divided into three classes  (A, B, and C) as nearly equal in number as possible. The initial termof office for members of Class A shall expire  at the annual meeting ofstockholders  in 1997; the initial term of office for members of Class B shall expire  at the annual meeting of stockholders in 1998; and the initial term of office  for members of Class C shall expire at the annual meeting of stockholders in  1999. At each annual meeting of stockholders following such initial classification  and election, directors elected to succeed thosedirectors whose terms expire after their election shallcontinue to holdoffice until their respective successors are elected andqualify."
                C. The meeting of the Board of Directors at which theAmendmentwas found to be in the best interest of the Corporation washeld on the 15 day of April, 1997.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 15 day of April, 1997.
                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                By  Donald G. Smith                                                                             President
ATTEST:
Thomas J. Crawford    Secretary

**ARTICLES OF AMENDMENT**
**TO BY-LAWS**
**OF ROANOKE ELECTRIC STEELCORPORATION**
                Pursuant to Section 13.1-714 of the Code of Virginia andArticle VII of the By-Laws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation executes Articles of Amendmentto its Bylaws as follows:
                A. The name of the Corporation is Roanoke Electric SteelCorporation.
                B. The Amendment so adopted (the "Amendment") amends Section1 of Article III to read as follows:
                                "Section 1 - Number and Term ofOffice. The number of directorsof the Corporation shall be eight. The directors shall bedivided into threeclasses (A, B, and C) as nearly equal in number as possible.The initial termof office for members of Class A shall expire at the annualmeeting ofstockholders in 1997; the initial term of office for membersof Class Bshall expire at the annual meeting of stockholders in 1998;and the initial term of office for members of Class C shall expire at theannual meeting ofstockholders in 1999. At each annual meeting of stockholdersfollowingsuch initial classification and election, directors electedto succeed thosedirectors whose terms expire after their election shallcontinue to holdoffice until their respective successors are elected andqualify."
                C.  The meeting of the Board of Directors at which the Amendment was found to be  in the best interest of the Corporation was held on the 17 day of March,  1998.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 17 day of March, 1998.
                                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                                By Donald G. Smith                                                                                             President
ATTEST:
Thomas J. Crawford      Secretary

**ARTICLES OF AMENDMENT**
**TO BYLAWS OF**
**ROANOKE ELECTRIC STEELCORPORATION**
                Pursuant to Section 13.1-714 of the Code of Virginia andArticle VII of the Bylaws of Roanoke Electric Steel Corporation, the Board ofDirectors of Roanoke Electric Steel Corporation executes Articles of Amendmentto its Bylaws as follows:
                A. The name of the Corporation is Roanoke Electric SteelCorporation.
                B. The Amendment so adopted (the "Amendment") adds a newSection 9 to Article II of the Bylaws, which reads as follows:
                                "
Section 9 - Stockholder  Proposals or Nominations
. No business shall be transacted at any meeting  of stockholders, except such business as shall be (a) specified in the notice  of meeting given as provided in Section 3 of this Article II; (b) otherwise  brought before the meeting by or at the direction of the Board; or (c)  otherwise brought before the meeting by a stockholder of record of the  Corporation entitled to vote at the meeting in compliance with the procedure  set forth in this Section 9. For business to be brought before a meeting by a  stockholder pursuant to (c) above, the stockholder must have given timely  notice in writing to the President of the Corporation. To be timely, a  stockholder's notice shall be delivered to, or mailed and received at, the  principal executive offices of the Corporation not less than sixty (60) days  nor more than ninety (90) days prior to the meeting; provided, however, in the  event that less than seventy (70) days' notice or prior public disclosure of  the date of the meeting is given or made to stockholders, notice by the  stockholder to be timely must be so received not later than the close of  business on the tenth day following the day on which such notice of the date  of the meeting or such public disclosure was made. Notice shall be deemed to  have been given more than seventy (70) days in advance of an annual meeting of  stockholders if the annual meeting is called on the date indicated by Section  1 of this Article II (as may be amended from time to time) without regard to  when public disclosure thereof is made. Notice of actions to be brought before  a meeting pursuant to (c) above shall set forth, as to each matter the  stockholder proposes to bring before the meeting: (a) a brief description of  the business desired to be brought before the meeting and the reasons for  bringing such business before the meeting; (b) if the stockholder intends to  nominate a candidate at the meeting for election to the Board, (i) the  qualifications and experience of the prospective nominee, including current  principal occupation and employment, principal positions held during the last  five years and a list of all companies for which the prospective nominee  serves as director, (ii) the basis for nomination, (iii) a description of all  arrangements or undertakings between the recommending party and each  prospective nominee and any other person concerning the recommendation and  (iv) confirmation of the proposed nominee's willingness to serve; and (c) as  to the stockholder giving the notice, (i) his name and address, as they appear  on the Corporation's books, (ii) the classes and number of shares of the  Corporation which are owned of record or beneficially by such stockholder, and  (iii) any material interest of such stockholder in such business other than  his interest as a stockholder of the Corporation. Notwithstanding anything in  these Bylaws to the contrary, no business shall be conducted on a stockholder  proposal or nomination except in accordance with the provisions set forth in  this Section 9. The requirements of this Section are in addition to any other  requirements established by law and do not impair the effect of the  requirements of Sections 2 and 3 of Article II of these Bylaws relating to  business permitted to be transacted at special stockholders' meetings. The  Chairman of the meeting shall, if the facts warrant, determine and declare to  the meeting that any business or nomination was not properly brought before  the meeting in accordance with the provisions prescribed by these Bylaws and,  if he should so determine, he shall so declare to the meeting, and any such  business not so properly brought before the meeting shall not betransacted."

                C. The meeting of the Board of Directors at which theAmendment was found to be in the best interest of the Corporation was held onthe 15 day of December,1998.

                WITNESS the signature of Roanoke Electric SteelCorporation, by its President, with the corporate seal affixed and attested bythe Secretary thereof, this 15 day of December, 1998.

                                                                                ROANOKE ELECTRIC STEEL CORPORATION

                                                                                By  Donald G. Smith                                                                                            President

Attest:

Thomas J. Crawford      Secretary

**ARTICLES OF AMENDMENT**
**TO BYLAWS**
**OF ROANOKE ELECTRIC STEELCORPORATION**
                Pursuant to Section 13.1-714 of the Code of Virginia and Article VII of the Bylaws of Roanoke Electric Steel Corporation, the Board of Directors of Roanoke Electric Steel Corporation executes Articles of Amendment to its Bylaws asfollows:
                A. Thename of the Corporation is Roanoke Electric Steel Corporation.
                B. TheAmendment so adopted (the "Amendment") amends Section 1 of Article III to readas follows:                                "Section 1 - Number and Term of    Office. The number of directors of the Corporation shall be nine. The    directors shall be divided into three classes (A, B and C) as nearly equal    in number as possible. The initial term of office for members of Class A    shall expire at the annual meeting of stockholders in 1997; the initial term    of office for members of Class B shall expire at the annual meeting of    stockholders in 1998; and the initial term of office for members of Class C    shall expire at the annual meeting of stockholders in 1999. At each annual    meeting of stockholders following such initial classification and election,    directors elected to succeed those directors whose terms expire after their    election shall continue to hold office until their respective successors are    elected and qualify." 

                C. The meeting of the Board of Directors at which theAmendment was found to be in the best interest of the Corporation was held onthe 19 day of January,1999.
                Witness the signature of Roanoke Electric Steel Corporation, by its President, with the corporate seal affixed and attested by the Secretarythereof, this 19 day of January, 1999.
                                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                                By Donald G. Smith                                                                                             President
ATTEST:
Thomas J. Crawford      Secretary 
**ARTICLES OF AMENDMENT**
**TO BYLAWS**
**OF ROANOKE ELECTRIC STEELCORPORATION**
                Pursuant to Section 13.1-714 of the Code of Virginia and Article VII of the Bylaws of Roanoke Electric Steel Corporation, the Board of Directors of Roanoke Electric Steel Corporation executes Articles of Amendment to its Bylaws asfollows:
                A. Thename of the Corporation is Roanoke Electric Steel Corporation.
                B. TheAmendment so adopted (the "Amendment") amends Section 1 of Article III to readas follows:                                "Section 1 - Number and Term of    Office. The number of directors of the Corporation shall be eight. The    directors shall be divided into three classes (A, B and C) as nearly equal    in number as possible. The initial term of office for members of Class A    shall expire at the annual meeting of stockholders in 1997; the initial term    of office for members of Class B shall expire at the annual meeting of    stockholders in 1998; and the initial term of office for members of Class C    shall expire at the annual meeting of stockholders in 1999. At each annual    meeting of stockholders following such initial classification and election,    directors elected to succeed those directors whose terms expire after their    election shall continue to hold office until their respective successors are    elected and qualified." 

                C. The meeting of the Board of Directors at which theAmendment was found to be in the best interest of the Corporation was held onthe 18 day of December,2001.
                Witness the signature of Roanoke Electric Steel Corporation,by its President, with the corporate seal affixed and attested by the Secretarythereof, this 18 day of December, 2001.

                                                                                ROANOKE ELECTRIC STEEL CORPORATION
                                                                                By Donald G. Smith                                                                                             President
ATTEST:
Thomas J.Crawford      Secretary
EXHIBIT NO. 4

INSTRUMENTS DEFINING THE RIGHTSOF 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 2001 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-Kfor 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-Kfor October 31, 1998 on file in the Commission office.
* (c)
ROANOKE ELECTRIC STEEL CORPORATION  NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                Incorporated by reference to the previously filed Form 10-Kfor October 31, 1997 on file in the Commission office.
* (d)
ROANOKE ELECTRIC STEEL CORPORATION SEVERANCEAGREEMENTS
                Incorporated by reference to the previously filed Form 10-Kfor October 31, 1996 on file in the Commission office.
* (e)
SWVA COLLECTIVE BARGAINING AGREEMENT
                Incorporated by reference to the previously filed Form 10-Qfor July 31, 1999 on file in the Commission office.
* (f)
SWVA EMPLOYMENT AGREEMENT WITH TIMOTHY R. DUKE
                Incorporated by reference to the previously filed Form 10-Qfor January 31, 1999 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 14 (c).
EXHIBIT NO. 13 
2001 ANNUAL REPORT TO STOCKHOLDERS
EXHIBIT NO. 21 
SUBSIDIARIES OF THE REGISTRANT Registrant: Roanoke Electric Steel      Corporation          Subsidiary of Registrant            Organized 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
Roanoke Electric Steel Corporation:
We consent to the incorporation by reference in RegistrationStatement Nos. 33-27359, 33-35243, 333-25299 and 333-49525 of Roanoke ElectricSteel Corporation on Form S-8 of our report dated November 16, 2001,incorporated by reference in the Annual Report on Form 10-K of Roanoke ElectricSteel Corporation for the year ended October 31, 2001.
Deloitte & Touche LLP

Raleigh, North Carolina  January 18, 2002