BY-LAWS

                               OF

               ROANOKE ELECTRIC STEEL CORPORATION



                            ARTICLE I

                             Offices


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

                           ARTICLE II
                          Stockholders

          Section 1 - Annual Meeting - The annual meeting of the
Stockholders of the Corporation shall be held on the third Monday
in January of each year.
          Section 2 - Special Meetings - Special meetings of the
Stockholders may be called by the President and shall be called
by the President or Secretary at the request in writing of a 
majority of the Board of Directors, or at the request in writing
by Stockholders owning a majority in amount of the entire capital
stock of the Corporation issued and outstanding and entitled to
vote.
          Section 3 - Notice and Place of Meetings - The
Secretary shall cause written notice of the time and place of the
holding of each annual or special meeting to be mailed, at least
ten (10) days prior to such meeting, to each Stockholder entitled
to vote, to the post office address of record with the
Corporation.  Notice of special meetings of the Stockholders
shall state the purpose or purposes of such meetings.  Meetings
shall be held at such place in the City or County of Roanoke as
may be designated in the notice.
          Section 4 - Quorum - At any meeting of the 
Stockholders, the holders of a majority of the shares of the 
capital stock of the Corporation, issued and outstanding and 
entitled to vote, present in person or represented by proxy,
shall represent a quorum of the Stockholders for all purposes.
          If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend, in person or by proxy,
at the time and place of meeting, the Chairman of the meeting may
adjourn such meeting from time to time without notice, other than
by announcement at the meeting, until holders of the amount of
stock requisite to constitute a quorum shall attend. At any such
adjourned meeting, at which a quorum be present, any business may
be transacted which might have been transacted at the meeting as
originally called.
          Section 5 - Organization - The President, and in his
absence, the Vice-President, shall call all of the meetings of 
the Stockholders to order and shall act as Chairman of such 
meetings.  In the absence of the President and Vice-President,
the Board of Directors shall appoint any stockholder to act as
Chairman of such meeting.  The Secretary of the Corporation shall
act as Secretary of all meetings of the Stockholders, and in the
absence of the Secretary, the presiding officer may appoint any
person to act in such capacity.
          Section 6 - Voting - At each meeting of the 
Stockholders, every Stockholder shall be entitled to vote in
person or by proxy appointed by an instrument in writing,
subscribed by such Stockholder, or by his duly authorized
attorney, and delivered to the Secretary at the meeting, and he
shall have one vote for each share of stock entitled to vote and
registered in his name at the time of taking the list of
Stockholders for such meeting.  No share of stock shall be voted
at any election which shall have been transferred on the books of
the Corporation within twenty (20) days next preceding such
election.  Upon the demand of any Stockholder, the vote upon any
question before the meeting shall be by ballot.
          It shall be the duty of the Secretary to prepare, at
least ten (10) days before every meeting, a complete list of the
Stockholders entitled to vote, arranged in alphabetical order and
indicating the number of shares held by each.  Such list shall
be open for inspection by any Stockholder at the principal place
of business of the Corporation during business hours for the ten
(10) days preceding the meeting.
          Section 7 - Inspectors - At each meeting of the
Stockholders, one (1) or more inspectors of election may be 
appointed by the presiding officer. It shall be the duty of the 
inspectors of election to count and certify to the Secretary the 
results of all votes at such meeting.  In the absence of the
appointment of such inspector or inspectors, the Secretary shall 
perform such duties.
          Section 8 - Order of Business - At meetings of the
Stockholders, the order of business shall be:
          (1)  Calling of roll.
          (2)  Proof of due notice of meeting or of waiver of 
               notice.
          (3)  Reading and disposal of unapproved minutes.
          (4)  Reports of officers and committees.
          (5)  Election of Directors.
          (6)  Unfinished business.
          (7)  New business.
          (8)  Adjournment.
                           ARTICLE III
                       Board of Directors
          Section 1 - Number and Term of Office - The business
and property of the Corporation shall be managed and controlled
by a Board of not less than five, nor more than nine Directors. 
The Directors shall be elected by ballot, by a majority of the
Stockholders present and voting in person or by proxy, at each
annual meeting of the Stockholders, and shall be elected to serve
for a term of one (l) year and until their successors shall be
elected and shall qualify.
          Section 2 - Vacancies - In case of any vacancy in the
Board of Directors through death, resignation, disqualification
or other cause, the remaining Directors, by an affirmative vote
of the majority thereof, may elect a successor to hold office for
the unexpired portion of the term.
          Section 3 - Annual Meetings - The annual meeting of the
Board of Directors of the Corporation shall be held on the second
Tuesday following the annual meeting of the Stockholders of the
Corporation.
          Section 4 - Special Meetings - Special meetings of the 
Board of Directors shall be held whenever called by the direction
of its Chairman or the President, or by one-third in number of 
the Directors then in office.
          Section 5 - Time, Place and Notice of Meetings - The
Secretary shall cause written notice of the time and place of the
holding of each annual or special meeting to be mailed, at least
ten (10) days prior to the date of such meeting, to each Director
to the post office address of record with the Corporation.
          Section 6 - Quorum - A majority of the Board of
Directors shall constitute a quorum for the transaction of
business, but if at any meeting of the Board, there be less than 
a quorum present, a majority of those present shall adjourn the 
meeting from time to time.
          Section 7 - Election and Salaries of Officers - The 
Directors shall elect the officers of the Corporation and fix 
their salaries.
          Section 8 - Order of Business - At meetings of the 
Board of Directors, the order of business shall be:
          (1)  Calling of roll.
          (2)  Proof of due notice of meeting or of waiver of 
               notice.
          (3)  Reading and disposal of any unapproved minutes.
          (4)  Reports of officers and committees.
          (5)  Election of officers.
          (6)  Unfinished business.
          (7)  New business.
          (8)  Adjournment.
                           ARTICLE IV
          Section 1 - Officers - The officers of the Corporation 
shall be a Chairman of the Board of Directors, a President, a 
Vice-President, a Secretary and a Treasurer.  Any two or more of 
such offices, other than those of President and Secretary, may be
held by one person.  The Board of Directors may, in its
discretion, elect more than one Vice-President, and an Assistant 
Secretary and Assistant Treasurer.  The officers shall be elected
at each annual meeting of the Board of Directors and shall be 
elected to serve for a term of one (1) year or until removed by a
majority vote of the entire Board of Directors.
          Section 2 - Powers and Duties of Officers
          (a)  The Chairman of the Board of Directors shall
     preside at all meetings of the Board of Directors.
          (b)  President - The President shall be elected from
     the Board of Directors and shall preside at all meetings of
     the Stockholders, and, in the absence of the Chairman of
     the Board of Directors, at all meetings of the Directors. 
     He shall have power to sign certificates of stock, to sign
     and execute all contracts, deeds, leases and other
     documents, and to sign checks, drafts, notes and orders for
     the payment of money, and to appoint, discharge and fix the
     salaries of agents and employees.  He shall have general
     and active  management of the business of the Corporation
     and shall perform all of the duties incident to the office
     of President.
          (c)  Vice-President - The Vice-President, or
     Vice-Presidents, shall have such powers and perform such
     duties as may be delegated to him or them by the Board of 
     Directors.  In the absence or disability of the President,
     the senior Vice-President may perform the duties and
     exercise the powers of the President.
          (d)  Treasurer and Assistant Treasurer - The Treasurer
     shall have custody of all funds and securities of the
     Corporation and shall keep a full and accurate account of 
     all monies received and paid by him on account of the
     Corporation.  He shall have power to sign all checks,
     drafts, notes and orders for the payment of money and shall
     perform all acts incident to the position of Treasurer,
     subject to the control of the Board of Directors.  The 
     Assistant Treasurer shall have such powers and duties as
     may be delegated to him by the Board of Directors and, in
     the absence or disability of the Treasurer, may perform the
     duties and exercise the powers of the Treasurer.
          (e)  Secretary and Assistant Secretary - The Secretary
     shall keep the minutes of all meetings of the Board of 
     Directors and Stockholders, and shall give and serve all 
     notices. The Secretary shall attest and countersign all
     contracts, deeds, leases and other documents where
     necessary, and shall have charge and custody of the seal,
     and of the stock certificate books, transfer books and
     stock ledgers of the Corporation, and shall, in general,
     perform all duties usually incident to the office of
     Secretary.  The Assistant Secretary shall have such powers
     and duties as may be delegated to him by the Board of
     Directors and, in the absence or disability of the
     Secretary, may perform the duties and exercise the powers
     of the Secretary.
                            ARTICLE V
                Capital Stock, Dividends and Seal
          Section 1 - Certificates of Shares - The certificates
for the shares of the capital stock of the Corporation shall be
in such form as may be approved by the Board of Directors.  The
certificates shall be signed by the President and the Secretary
or Treasurer of the Corporation and shall be consecutively 
numbered.  The name of the person owning the shares represented
by each certificate, with the number of such shares and the date
of issue, shall be entered on the Corporation's books.   The 
Corporation may treat the holder of record of any share or shares
of stock as the holder-in-fact thereof, and shall not be bound
to recognize any claim to or interest in any such share on the
part of any other person.
          Section 2 - Transfer of Shares - Shares of the capital
stock of the Corporation shall be transferable by the holder
thereof in person, or by his duly authorized attorney, upon 
surrender and cancellation of certificates for a like number of
shares properly endorsed.
          Section 3 - Regulations - The Board of Directors shall
have power and authority to make all such rules and regulations
as they may deem expedient concerning the issue, transfer and 
registration of certificates for the shares of stock of the
Corporation.
          Section 4 - Dividends - The Board of Directors may
declare dividends from the surplus of the Corporation or from the
net profits from the operation of its business at such times and
in such amounts as the Board, in its sole discretion, may 
determine.  Before the payment of any dividend or the
distribution of any profits, there may be set aside out of the
surplus or net profits arising out of the operation of the
business of the Corporation, such sum or sums as the Directors
from time to time think proper, either as working capital, a 
reserve fund to meet contingencies, for the repair and
maintenance of the property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interests
of the Corporation.
          Section 5 - Corporate Seal - The corporate seal shall 
have inscribed thereon the name of the Corporation, the year of
its organization, and the words "Corporate Seal" and "Virginia".
          Section 6 - Fiscal Year and Financial Statements - The 
fiscal year of the Corporation shall begin on the first day of 
November and terminate on the 31st day of October in each year. 
The Board of Directors shall publish and submit to the
Stockholders, along with the notice of the time and place of the
annual meeting, an operating statement of the Corporation for the
preceding fiscal year and a consolidated balance sheet showing 
the assets and liabilities of the Corporation at the end of the 
preceding fiscal year.
                           ARTICLE VI
                      Amendment of By-Laws
     The By-Laws of the Corporation may be amended at any annual
or special meeting of the Corporation by a vote of the holders of
a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote, present in person or
represented by proxy.

                                            John W. Hancock, Jr. 
                                                 President
ATTEST:

Elizabeth B. Hancock   
   Secretary
                        WAIVER OF NOTICE


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

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


                     ARTICLES OF AMENDMENT
                           TO BY-LAWS
              OF ROANOKE ELECTRIC STEEL CORPORATION
     Pursuant to Section 13.1 - 3(n), Code of Virginia, 1950, as
amended, Roanoke Electric Steel Corporation executes Articles of 
Amendment to its By-Laws as follows:
     (a)  The name of the Corporation is ROANOKE ELECTRIC STEEL 
CORPORATION.
     (b)  The amendment so adopted amends Article VI of the
By-Laws to read as follows:
               "The Corporation shall indemnify each director
          and officer of the Corporation, his heirs, executors,
          administrators and personal representatives, against
          any and all liabilities, judgments, fines, penalties
          and claims (including amounts paid in settlement) 
          imposed upon or asserted against him by reason of his
          being or having been an officer or director of the
          Corporation or of any other corporation in which he
          served or serves as a director or officer pursuant to
          the written request of the Corporation (whether or not
          he continues to be an officer or director at the time
          of such imposition or assertion), and against all
          expenses (including counsel fees) reasonably incurred
          by him in connection therewith, except in respect of 
          matters as to which he shall have been finally
          adjudged to be liable by reason of having been guilty
          of negligence or misconduct in the performance of his
          duty as such director or officer.  In the event of any
          other judgment against such officer or director or in
          the event of a settlement, the indemnification shall
          be made only if the Corporation shall be advised (a)
          by the Board of Directors, in case none of the
          persons involved shall then be a director of the
          Corporation, or (b) by independent counsel appointed
          by the Board of Directors, in case any of the persons
          involved shall then be a director of the Corporation,
          that in its or his opinion, as the case may be, such
          director or officer was not guilty of negligence or
          misconduct in the performance of his duty, and, in the
          event of a settlement, that such settlement was, or,
          if still to be made, would be, in the best interests
          of the Corporation.  If the determination is to be
          made by the Board of Directors, it may rely, as to
          all questions of law, upon the advice of independent
          counsel.  The foregoing right of indemnification
          shall not be exclusive of other rights to which any
          director or officer may be entitled as a matter of law
          or otherwise."
     (c)  The meeting of the Board of Directors at which the 
amendment was found to be in the best interests of the
Corporation and directed to be submitted to a vote at a meeting 
of stockholders was held on the 18th day of October, 1967. 
Notice was given to each stockholder of record entitled to vote 
on the 15th day of December, 1967, such notice being given more
than twenty-five and less than fifty days before the date of the
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 15th day of
January, 1968.
     (d)  The number of shares outstanding and the number of
shares entitled to vote on the amendment was 560,000 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.
     (e)  The number of shares present in person or by proxy 
voted for the amendment was 441,265 shares and none against such 
amendment.
     (f)  Such amendment does not effect a change in the amount
of stated capital.
     (g)  Such amendment does not effect a restatement of the
Articles of Incorporation.
     Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 20th day of January, 1968.

                         ROANOKE ELECTRIC STEEL CORPORATION

                         BY          William M. Meador          
                                         President

ATTEST:

Donald G. Smith     
  Secretary

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


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

                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


          Pursuant to Section 13.1 - 24, Code of Virginia, 1950,
as amended, Roanoke Electric Steel Corporation executes Articles
of Amendment to its By-Laws as follows:
     (a)  The name of the Corporation is ROANOKE ELECTRIC STEEL 
CORPORATION.
     (b)  The amendment so adopted adds a new by-law, which would
be new Article VII, to read as follows:
               "The power to alter, amend or repeal the By-laws
          or adopt new by-laws shall be vested in the Board of
          Directors.  But by-laws made by the Board of Directors
          may be repealed or changed, and new by-laws made, by 
          the stockholders and the stockholders may prescribe
          that any by-law made by them shall not be altered,
          amended or repealed by the Directors."
     (c)  The meeting of the Board of Directors at which the 
amendment was found to be in the best interests of the
Corporation and directed to be submitted to a vote at a meeting 
of stockholders was held on the 18th day of October, 1967. 
Notice was given to each stockholder of record entitled to vote
on the 15th day of December, 1967, such notice being given more
than twenty-five and less than fifty days before the date of the
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 15th day of
January, 1968.
     (d)  The number of shares outstanding and the number of
shares entitled to vote on the amendment was 560,000 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.
     (e)  The number of shares present in person or by proxy
voted for the amendment was 441,265 shares and none against such
amendment.
     (f)  Such amendment does not effect a change in the amount
of stated capital.
     (g)  Such amendment does not effect a restatement of the
Articles of Incorporation.

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

                              ROANOKE ELECTRIC STEEL CORPORATION


                              BY       William M. Meador        
                                           President

ATTEST:

Donald G. Smith   
  Secretary


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

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

                                        Paul D. Sturgill         
                                          Notary Public


                     ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


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

          (a)  Section 2 of Article V is amended by inserting 
"(subject to such restrictions as may be placed upon the transfer
of shares under the terms of the following section)" between 
"transferable" and "by".
          (b)  Section 3 of Article V is amended by adding to the
end of such section the following sentence: "The Board of
Directors may place such restrictions upon the transferability of
all or part of the shares of the capital stock of the
Corporation as may be necessary in the opinion of the Board to
insure that any issue of stock by the Corporation will comply
with applicable federal and state securities laws and with the
terms of any agreement of merger or other corporate
reorganization duly approved by the Board."
          (c)  The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 19th day of August, 1975.
          Witness the signature of Roanoke Electric Steel
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 19th day of August, 
1975.
                              ROANOKE ELECTRIC STEEL CORPORATION

                              By          William M. Meador  
                                              President
ATTEST:

Donald G. Smith   
  Secretary


                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


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

          (a)  The name of the Corporation is ROANOKE ELECTRIC
STEEL CORPORATION.
          (b)  The amendment so adopted amends Section 1 of 
Article III to read as follows:
                "The business and property of the Corporation shall be managed 
                and controlled by a Board of not less than five, nor more than
                ten Directors.  The Directors shall be elected by ballot, by a 
                majority of the Stockholders present and voting in person or
                by proxy, at each annual meeting of the Stockholders, and 
                shall be elected to serve for a term of one (1) year and 
                untill their successors shall be elected and shall qualify."
          (c)   The meeting of the Board of Directors at which the amendment 
                was found to be in the best interest of the Corporation was
                held on the 16th day of September, 1975.

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

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By           William M. Meador 
                                               President

ATTEST:

Donald G. Smith   
  Secretary  

  

  
                      ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


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

          (a)  The name of the Corporation is ROANOKE ELECTRIC
STEEL CORPORATION.
          (b)  The amendment so adopted amends Section 1 of 
Article III to read as follows:
          "The business and property of the Corporation shall be
managed and controlled by a Board of not less than five, nor more
than eleven Directors.  The Directors shall be elected by
ballot, by a majority of the Stockholders present and voting in
person or by proxy, at each annual meeting of the Stockholders,
and shall be elected to serve for a term of one (1) year and
until their successors shall be elected and shall qualify."
          (c)  The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 17th day of April 1984.
          Witness the signature of Roanoke Electric Steel 
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 17th day of April
1984.

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By           William M. Meador 
                                               President

ATTEST:

Donald G. Smith   
  Secretary  


               ARTICLES OF AMENDMENT TO BYLAWS OF
               ROANOKE ELECTRIC STEEL CORPORATION


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

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

          Section 9 - Executive Committee and Other
          Committees

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

     (b)  A meeting of the Board of Directors at which this
Amendment was found to be in the best interest of the Corporation
was held January 29, 1985.  A majority of the Board of Directors
then in office voted in favor of the Amendment.
     WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary of, this 29th day of January, 1985.




                              ROANOKE ELECTRIC STEEL CORPORATION

                              By           Donald G. Smith       
  


Attest: Thomas J. Crawford 
           Secretary



               ARTICLES OF AMENDMENT TO BYLAWS OF
               ROANOKE ELECTRIC STEEL CORPORATION


     Pursuant to Section 13.1-714 of the Code of Virginia, 1950, 
as amended, and Article VII of the Bylaws of Roanoke Electric
Steel Corporation, the Board of Directors of Roanoke Electric
Steel Corporation hereby executes and approves these Articles of
Amendment to its Bylaws as follows:
     (a)  Article IV, Section 1 is hereby amended to read as
follows:
               Section 1 - Officers - The officers of the
          Corporation shall be a Chairman of the Board of 
          Directors, a President, a Vice President, an 
          Assistant Vice President, a Secretary and a
          Treasurer.  The Board of Directors may, in its
          discretion, elect more than one Vice President,
          more than one Assistant Vice President, and an
          Assistant Secretary and Assistant Treasurer. The
          same individual may simultaneously hold more than
          one office in the Corporation.  The officers
          shall be elected at each annual meeting of the
          Board of Directors for a term of one (1) year or
          until removed by a majority vote of the entire
          Board of Directors.
     (b)  Article IV, Section 2 (c) is hereby amended to read as
follows:
          (c)  Vice President and Assistant Vice President - The
     Vice President(s) and Assistant Vice President(s) shall
     have the powers and perform such duties as may be delegated
     to him or them by the Board of Directors.  In the absence
     or disability of the President, the senior Vice President
     may perform the duties and exercise the powers of the
     President.
     (c)  The meeting of the Board of Directors at which these
Amendments were found to be in the best interest of the
Corporation was held October 18, 1988.  The majority of the Board
of Directors then in office voted in favor of the Amendments. 
The Amendments were ratified by a majority of the Board of 
Directors at its meeting on November 15, 1988.

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

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By   Donald G. Smith    
                                      President


ATTEST:

Thomas J. Crawford   
   Secretary



                ARTICLES OF AMENDMENT TO BYLAWS
                               OF
               ROANOKE ELECTRIC STEEL CORPORATION



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

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

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

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

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

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By:          Donald G. Smith       
                                              President

ATTEST:

Thomas J. Crawford   
   Secretary  


                     ARTICLES OF AMENDMENT

                           TO BY-LAWS

              OF ROANOKE ELECTRIC STEEL CORPORATION


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

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

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

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

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

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

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

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

                              ROANOKE ELECTRIC STEEL CORPORATION

                              By          Donald G. Smith        
                                             President

ATTEST:

Thomas J. Crawford   
   Secretary