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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-K/A Amendment No. 1 to the Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2004
    
    Commission file number 1-31926
 International Steel Group Inc. (Exact Name of
Registrant as Specified in Its Charter)
 Delaware
    
    71-0871875(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)4020 Kinross Lakes Parkway, Richfield, Ohio
    
    44286-9000(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (330) 659-9100 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock par value $0.01
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None Indicate by check mark 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 (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. x o
 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 o
 Indicate by check mark whether the registrant is an accelerated filer (as defined in rule
12b-2 of the Exchange Act. Yes x No o Aggregate market value of common equity held by non-affiliates as of June 30, 2004: $2,714
million. For purposes of this calculation only, ISG common stock beneficially owned by directors
and officers of ISG has been treated as held by affiliates. Number of common shares outstanding as of February 28, 2005: 100,035,950




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Amendment No. 1 to the Annual Report
For the Year Ended December 31, 2004 EXPLANATORY NOTE International Steel Group, Inc. (ISG) is filing this Amendment No. 1 (this Amendment) to its
Form 10-K for the fiscal year ended December 31, 2004 as filed on March 17, 2004 (the Annual
Report) to include a revised consent from KPMG LLP (filed as
Exhibit 23.1 to the Annual Report) which consents to the incorporation by
reference in the registration statement (No. 333-111868) on Form S-8 of ISG and in the registration
statement (No. 333-121220) on Form F-4 of Mittal Steel Company N.V. of its reports dated March 15,
2005, with respect to the consolidated balance sheets of ISG and subsidiaries as of December 31,
2004 and 2003, and the related consolidated statements of operations, stockholders equity and cash
flows for each of the years in the two-year period ended December 31, 2004, and the period from
inception, February 22, 2002, through December 31, 2002 and the related financial statement
schedule, which report refers to a change to the last-in, first-out method of valuing inventories;
and with respect to managements assessment of the effectiveness of internal control over financial
reporting as of December 31, 2004. The complete text of the exhibit amended is included in the Amendment pursuant to Rule 12b-15
promulgated under the Securities Exchange Act of 1934. This Amendment amends and
restates in their entirety only Exhibit 23.1 and Part IV, Item
15, which contains the exhibit list. It does not affect any other
Items and Exhibits in the Annual Report, and those unaffected Items or Exhibits are not included in
this Amendment. This Amendment continues to speak as of the date of the original Annual Report and ISG has not
updated the disclosure contained herein to reflect events that have occurred since the filing of
the original Annual Report. Accordingly, this Form 10-K/A should be read in conjunction with ISGs
other filings made with the Securities and Exchange Commission subsequent to the filing of the
original Annual Report, including any amendments to those filings. 1




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PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES  (a)
    Documents filed as part of this Report:The following is an index of the financial statements, schedules and exhibits
included in this Report or incorporated herein by reference.(1)
    Financial Statements and Schedules Report of Independent Registered Public Accounting Firm
    
    F-1Consolidated Statements of Operations, for the years ended December
31, 2004 and 2003 and for the period from inception, February 22, 2002, through December 31, 2002.
    
    F-2Consolidated Balance Sheets as of December 31, 2004 and 2003.
    
    F-3Consolidated Statements of Stockholders Equity, for the years ended December
31, 2004 and 2003 and for the period from inception, February 22, 2002, through December 31, 2002.
    
    F-4Consolidated Statements of Cash Flows, for the years ended December
31, 2004 and 2003 and for the period from inception, February 22, 2002, through December 31, 2002.
    
    F-5Notes to Consolidated Financial Statements.
    
    F-6
  (2)
    Consolidated Financial Statement Schedules II  Valuation and Qualifying Accounts and Reserves, for the years ended December 31, 2004 and 2003 and
for the period from inception, February 22, 2002, through December 31, 2002.
    
    F-28
 Schedules not included have been omitted because they are not applicable or the required
information is shown in the consolidated financial statement or notes. Separate financial statements of subsidiaries not consolidated and 50 percent or less owned
persons accounted for by the equity method have been omitted because, considered in the aggregate
as a single subsidiary, they do not constitute a significant subsidiary. (3) Exhibits ExhibitNumber
    
    Description of Document2.1
    
    Agreement and Plan of Merger and Reorganization, dated as of
October 24, 2004, by and among Ispat International N.V., Park
Acquisition Corp. and ISG (incorporated by reference to
Exhibit 2.1 to the Registrants Current Report on Form 8-K
filed with the Commission on October 28, 2004).3.1
    
    Third Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrants
Registration Statement on Form S-1 (Reg. No. 333-107524), as
amended).3.2
    
    Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrants Registration Statement on Form
S-1 (Reg. No. 333-107524), as amended).
 2




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ExhibitNumber
    
    Description of Document4.1
    
    Specimen certificate for shares of common stock (incorporated
by reference to Exhibit 4.1 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).4.2
    
    Form of Registration Rights Agreement by and among ISG and the
investors party thereto (incorporated by reference to Exhibit
4.2 to the Registrants Registration Statement on Form S-1
(Reg. No. 333-107524), as amended).4.3
    
    Registration Rights Agreement, dated as of May 6, 2003, by and
between ISG and the Pension Benefit Guaranty Corporation
(incorporated by reference to Exhibit 4.3 to the Registrants
Registration Statement on Form S-1 (Reg. No. 333-107524), as
amended).4.4
    
    Convertible Subordinated Promissory Note, dated as of May 6,
2003, by ISG, as Maker and the Pension Benefit Guaranty
Corporation, as Payee (incorporated by reference to Exhibit
4.4 to the Registrants Registration Statement on Form S-1
(Reg. No. 333-107524), as amended).4.5
    
    Exchange and Registration Rights Agreement, dated as of April
14, 2004, by and among ISG, certain subsidiaries of ISG,
Goldman, Sachs & Co., UBS Securities LLC, Citigroup Global
Markets Inc., and J.P. Morgan Securities Inc. (incorporated by
reference to Exhibit 4.5 of the Registrants Quarterly Report
on Form 10-Q for the period ended March 31, 2004).4.6
    
    Indenture, dated as of April 14, 2004, by and among ISG,
certain subsidiaries of ISG and The Bank of New York, as
trustee, including the Form of ISGs 6.50% Senior Notes due
2014 (incorporated by reference to Exhibit 4.6 of the
Registrants Quarterly Report on Form 10-Q for the period
ended March 31, 2004).4.7
    
    First Supplemental Indenture, dated as of August 23, 2004, by
and among ISG, certain subsidiaries of ISG, and The Bank of
New York, as trustee (incorporated by reference to Exhibit 4.3
of the Registrants Registration Statement on Form S-4 (Reg.
No. 333-115912), as amended).10.1
    
    Credit and Guaranty Agreement, dated as of May 7, 2003, by and
among International Steel Group Inc., as a Guarantor, ISG
Acquisition Inc., ISG Cleveland Inc., ISG Hennepin Inc., ISG
Indiana Harbor Inc., ISG Warren Inc., ISG Riverdale Inc., ISG
Plate Inc., ISG Piedmont Inc., ISG Burns Harbor, Inc., ISG
Sparrows Point Inc., ISG Steelton Inc., and ISG Lackawanna
Inc., as Borrowers, certain subsidiaries of the company, as
Guarantors, the Lenders party thereto from time to time, UBS
Securities LLC, as Joint Lead Arranger and Joint Bookrunner,
UBS AG, Stamford Branch, as Administrative Agent, Goldman
Sachs Credit Partners L.P., as Joint Lead Arranger, Joint
Bookrunner and Syndication Agent, The CIT Group/Business
Credit, Inc., as Collateral Agent, Fleet Capital Corporation,
as Co-Documentation Agent and LaSalle Bank National
Association, as Co-Documentation Agent (incorporated by
reference to Exhibit 10.1 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.2
    
    First Amendment to Credit and Guaranty Agreement, dated as of
August 6, 2003, by and among International Steel Group Inc.,
as a Guarantor, ISG Acquisition Inc., ISG Cleveland Inc., ISG
Riverdale Inc., ISG Plate Inc., ISG Piedmont Inc., ISG Burns
Harbor, Inc., ISG Sparrows Point Inc., ISG Steelton Inc., and
ISG Lackawanna Inc., as Borrowers, certain subsidiaries of the
company, as Guarantors, the Lenders party thereto from time to
time, UBS Securities LLC, as Joint Lead Arranger and Joint
Bookrunner, UBS AG, Stamford Branch, as Administrative Agent,
Goldman Sachs Credit Partners L.P., as Joint Lead Arranger,
Joint Bookrunner and Syndication Agent, The CIT Group/Business
Credit, Inc., as Collateral Agent, Fleet Capital Corporation,
as Co-Documentation Agent and LaSalle Bank National
Association, as Co-Documentation Agent (incorporated by
reference to Exhibit 10.2 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).
 3




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ExhibitNumber
    
    Description of Document10.3
    
    Second Amendment and Limited Waiver to Credit and Guaranty
Agreement, dated as of September 30, 2003, by and among
International Steel Group Inc., as a Guarantor, ISG
Acquisition Inc., ISG Cleveland Inc., ISG Hennepin Inc., ISG
Indiana Harbor Inc., ISG Warren Inc., ISG Riverdale Inc., ISG
Plate Inc., ISG Piedmont Inc., ISG Burns Harbor, Inc., ISG
Sparrows Point Inc., ISG Steelton Inc., and ISG Lackawanna
Inc., as Borrowers, certain subsidiaries of the company, as
Guarantors, the Lenders party thereto from time to time, UBS
Securities LLC, as Joint Lead Arranger and Joint Bookrunner,
UBS AG, Stamford Branch, as Administrative Agent, Goldman
Sachs Credit Partners L.P., as Joint Lead Arranger, Joint
Bookrunner and Syndication Agent, The CIT Group/Business
Credit, Inc., as Collateral Agent, Fleet Capital Corporation,
as Co-Documentation Agent and LaSalle Bank National
Association, as Co-Documentation Agent (incorporated by
reference to Exhibit 10.3 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.4
    
    Third Amendment to Credit and Guaranty Agreement, dated as of
March 21, 2004, by and among International Steel Group Inc.,
as a Guarantor, ISG Acquisition Inc., ISG Cleveland Inc., ISG
Hennepin Inc., ISG Indiana Harbor Inc., ISG Warren Inc., ISG
Riverdale Inc., ISG Plate LLC (f/k/a ISG Plate Inc.), ISG
Piedmont LLC (f/k/a ISG Piedmont Inc.), ISG Burns Harbor LLC
(f/k/a ISG Burns Harbor Inc.), ISG Sparrows Point LLC (f/k/a
ISG Sparrows Point Inc.), ISG Steelton LLC (f/k/a ISG Steelton
Inc.), and ISG Lackawanna LLC (f/k/a ISG Lackawanna Inc.), as
Borrowers, certain subsidiaries of the Registrant, as
Guarantors, the Lenders party thereto from time to time, UBS
Securities LLC, as Joint Lead Arranger and Joint Book runner,
UBS AG, Stamford Branch, as Administrative Agent, Goldman
Sachs Credit Partners L.P., as Joint Lead Arranger, Joint Book
runner and Syndication Agent, The CIT Group/Business Credit,
Inc., as Collateral Agent, Fleet Capital Corporation, as
Co-Documentation Agent, and LaSalle Bank National Association,
as Co-Documentation Agent (incorporated by reference to
Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q
for the period ended March 31, 2004).10.5
    
    Fourth Amendment to Credit and Guaranty Agreement, dated as of
April 27, 2004, by and among ISG, as a Guarantor, ISG
Acquisition Inc., ISG Cleveland Inc., ISG Hennepin Inc., ISG
Indiana Harbor Inc., ISG Warren Inc., ISG Riverdale Inc., ISG
Plate LLC (f/k/a ISG Plate Inc.), ISG Piedmont LLC (f/k/a ISG
Piedmont Inc.), ISG Burns Harbor LLC (f/k/a ISG Burns Harbor
Inc.), ISG Sparrows Point LLC (f/k/a ISG Sparrows Point Inc.),
ISG Steelton LLC (f/k/a ISG Steelton Inc.), and ISG Lackawanna
LLC (f/k/a ISG Lackawanna Inc.), as Borrowers, certain
subsidiaries of ISG, as Guarantors, the Lenders party thereto
from time to time, UBS Securities LLC, as Joint Lead Arranger
and Joint Book runner, UBS AG, Stamford Branch, as
Administrative Agent, Goldman Sachs Credit Partners L.P., as
Joint Lead Arranger, Joint Book runner and Syndication Agent,
The CIT Group/Business Credit, Inc., as Collateral Agent,
Fleet Capital Corporation, as Co-Documentation Agent, and
LaSalle Bank National Association, as Co-Documentation Agent.
(incorporated by reference to Exhibit 10.2 of the Registrants
Quarterly Report on Form 10-Q for the period ended March 31,
2004).10.6
    
    Fifth Amendment to Credit and Guaranty Agreement, dated as of
June 21, 2004, by and among International Steel Group Inc.,
ISG Acquisition Inc., ISG Cleveland Inc., ISG Hennepin Inc.,
ISG Indiana Harbor Inc., ISG Warren Inc., ISG Riverdale Inc.,
ISG Plate LLC (f/k/a ISG Plate Inc.), ISG Piedmont LLC (f/k/a
ISG Piedmont Inc.), ISG Burns Harbor LLC (f/k/a ISG Burns
Harbor Inc.), ISG Sparrows Point LLC (f/k/a ISG Sparrows Point
Inc.), ISG Steelton LLC (f/k/a ISG Steelton Inc.), and ISG
Lackawanna LLC (f/k/a ISG Lackawanna Inc.), as Borrowers,
certain subsidiaries of the Registrant, as Guarantors, the
Lenders party thereto from time to time, UBS AG, Stamford
Branch, as Administrative Agent, Goldman Sachs Credit Partners
L.P., as Syndication Agent, The CIT Group/Business Credit,
Inc., as Collateral Agent, Fleet Capital Corporation, as
Co-Documentation Agent and Lasalle Bank National Association,
as Co-Documentation Agent (incorporated by reference to
Exhibit 10.28 of the Registrants Registration Statement on
Form S-4 (Reg. No. 333-115912), as amended).
 4




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ExhibitNumber
    
    Description of Document10.7
    
    Amended and Restated International Steel Group Inc. Officer
Cash and Stock Bonus Plan dated as of July 16, 2003
(incorporated by reference to Exhibit 10.4 to the Registrants
Registration Statement on Form S-1 (Reg. No. 333-107524), as
amended).10.8
    
    2002 Stock Option Plan of International Steel Group Inc. dated
as of June 28, 2002 (incorporated by reference to Exhibit 10.5
to the Registrants Registration Statement on Form S-1 (Reg.
No. 333-107524), as amended).10.9
    
    Release and Settlement Agreement, dated April 22, 2003, by and
between International Steel Group Inc. and the Pension Benefit
Guaranty Corporation (incorporated by reference to Exhibit
10.6 to the Registrants Registration Statement on Form S-1
(Reg. No. 333-107524), as amended).10.10*
    
    Pellet Sale and Purchase Agreement, dated as of April 10, 2002
by and among Cleveland-Cliffs Iron Company, Cliffs Mining
Company, Northshore Mining Company, Northshore Sales Company,
ISG Cleveland Inc. and ISG Indiana Harbor, Inc. (incorporated
by reference to Exhibit 10.7 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.11
    
    Asset Purchase Agreement, dated as of February 26, 2002, by
and among WLR Acquisition Corp., LTV Steel Company, Inc., The
River Terminal Railway Company, The Chicago Short Line Railway
Company, and Cuyahoga Valley Railway (incorporated by
reference to Exhibit 10.8 to the Registrants Registration
Statement on Form S-1 (Reg. No. 333-107524), as amended).10.12****
    
    First Amendment to Pellet Sale and Purchase Agreement, dated
as of December 16, 2004, by and among The Cleveland- Cliffs
Iron Company, Cliffs Mining Company, Northshore Mining
Company, Cliffs Sales Company, International Steel Group Inc.,
ISG Cleveland Inc., and ISG Indiana Harbor Inc.10.13
    
    First Amendment to the Asset Purchase Agreement, dated as of
April 11, 2002, by and among WLR Acquisition Corp., LTV Steel
Company, Inc., The River Terminal Railway Company, The Chicago
Short Line Railway Company, and Cuyahoga Valley Railway
(incorporated by reference to Exhibit 10.9 to the Registrants
Registration Statement on Form S-1 (Reg. No. 333-107524), as
amended).10.14
    
    Second Amendment to the Asset Purchase Agreement, dated as of
June 4, 2002, by and among WLR Acquisition Corp., LTV Steel
Company, Inc., The River Terminal Railway Company, The Chicago
Short Line Railway Company, and Cuyahoga Valley Railway
(incorporated by reference to Exhibit 10.10 to the
Registrants Registration Statement on Form S-1 (Reg. No.
333-107524), as amended).10.15
    
    Third Amendment to the Asset Purchase Agreement, dated as of
July 8, 2002, by and among WLR Acquisition Corp., LTV Steel
Company, Inc., The River Terminal Railway Company, The Chicago
Short Line Railway Company, and Cuyahoga Valley Railway
(incorporated by reference to Exhibit 10.11 to the
Registrants Registration Statement on Form S-1 (Reg. No.
333-107524), as amended).10.16
    
    Asset Purchase Agreement, dated as of March 12, 2003, by and
among ISG, ISG Acquisition, Inc., Bethlehem, and the other
sellers named therein (incorporated by reference to Exhibit
10.12 to the Registrants Registration Statement on Form S-1
(Reg. No. 333-107524), as amended).10.17
    
    Amendment No. 1 to Asset Purchase Agreement, dated as of April
22, 2003, by and among ISG, ISG Acquisition, Inc., Bethlehem,
and the other sellers named therein (incorporated by reference
to Exhibit 10.13 to the Registrants Registration Statement on
Form S-1 (Reg. No. 333-107524), as amended).
 5




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ExhibitNumber
    
    Description of Document10.18
    
    Amendment No. 2 to Asset Purchase Agreement, dated as of May
6, 2003, by and among ISG, ISG Acquisition, Inc., Bethlehem,
and the other sellers named therein (incorporated by reference
to Exhibit 10.14 to the Registrants Registration Statement on
Form S-1 (Reg. No. 333-107524), as amended).10.19
    
    Form of Indemnification Agreement with directors of ISG
(incorporated by reference to Exhibit 10.17 to the
Registrants Registration Statement on Form S-1 (Reg. No.
333-107524), as amended).10.20
    
    Form of Indemnification Agreement with officers of ISG
(incorporated by reference to Exhibit 10.18 to the
Registrants Registration Statement on Form S-1 (Reg. No.
333-107524), as amended).10.21
    
    Form of Indemnification Agreement with a person who is both an
officer and director of ISG (incorporated by reference to
Exhibit 10.19 to the Registrants Registration Statement on
Form S-1 (Reg. No. 333-107524), as amended).10.22
    
    Amended and Restated Asset Purchase Agreement, dated as of
February 25, 2004, by and among Weirton Steel Corporation, FW
Holdings Inc., Weirton Venture Holdings Corporation, ISG
Weirton Inc., and International Steel Group Inc. (incorporated
by reference to Exhibit 10.3 of the Registrants Quarterly
Report on Form 10-Q for the period ended March 31, 2004)10.23
    
    Amendment No. 1 to Amended and Restated Asset Purchase
Agreement, dated as of March 8, 2004, by and among Weirton
Steel Corporation, FW Holdings Inc., Weirton Venture Holdings
Corporation, ISG Weirton Inc., and International Steel Group
Inc. (incorporated by reference to Exhibit 10.4 of the
Registrants Quarterly Report on Form 10-Q for the period
ended March 31, 2004)10.24
    
    Amendment No. 2 to Amended and Restated Asset Purchase
Agreement, dated as of April 21, 2004, by and among Weirton
Steel Corporation, FW Holdings Inc., Weirton Venture Holdings
Corporation, ISG Weirton Inc., and ISG (incorporated by
reference to Exhibit 10.5 of the Registrants Quarterly Report
on Form 10-Q for the period ended March 31, 2004).10.25
    
    Amendment No. 3 to Amended and Restated Asset Purchase
Agreement, dated as of May 5, 2004, by and among Weirton Steel
Corporation, FW Holdings Inc., Weirton Venture Holdings
Corporation, ISG Weirton Inc., and ISG (incorporated by
reference to Exhibit 10.3 of the Registrants Report on Form
10-Q for the quarter ended June 30, 2004, filed with the
Commission July 30, 2004) (incorporated by reference to
Exhibit 10.6 of the Registrants Quarterly Report on Form 10-Q
for the period ended March 31, 2004).10.26
    
    Employment Agreement, by and between Rodney B. Mott and ISG,
dated as of February 25, 2004 (incorporated by reference to
Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q
for the period ended March 31, 2004).10.27
    
    Employment Agreement, by and between Jerome V. Nelson and ISG,
dated as of February 26, 2004 (incorporated by reference to
Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q
for the period ended March 31, 2004).10.28
    
    Employment Agreement, by and between V. John Goodwin and ISG,
dated as of March 31, 2004 (incorporated by reference to
Exhibit 10.9 to the Registrants Quarterly Report on Form 10-Q
for the period ended March 31, 2004).
 6




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ExhibitNumber
    
    Description of Document10.29
    
    Employment Agreement, by and between Leonard M. Anthony and
ISG, dated as of March 31, 2004 (incorporated by reference to
Exhibit 10.10 to the Registrants Quarterly Report on Form
10-Q for the period ended March 31, 2004).10.30
    
    Parent Shareholder Support Agreement, dated as of October 24,
2004, by and between ISG and Ispat International Investments,
S.L. (incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed with the
Commission on October 28, 2004).10.31
    
    Letter Agreement, dated as of October 24, 2004, by and between
Richmond Investment Holdings Limited and ISG (incorporated by
reference to Exhibit 10.2 to the Registrants Current Report
on Form 8-K filed with the Commission on October 28, 2004).10.32
    
    Company Shareholder Support Agreement, dated as of October 24,
2004, by and among Ispat International N.V. and each of the
stockholders of ISG whose names appear on the signature pages
thereto (incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on Form 8-K filed with the
Commission on October 28, 2004).10.33
    
    280G Gross-Up Agreement , dated as of January 31, 2005 by and
between ISG and Carlos M. Hernandez, ISGs General Counsel and
Secretary (incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on Form 8-K filed with the
Commission on February 1, 2005).10.34**
    
    ISG Managers Incentive Plan10.35**
    
    ISG Stock Appreciation Rights Summary Plan Document14.1**
    
    ISG Code of Business Conduct18.1
    
    Letter from the independent auditors, KPMG, regarding the
preferability of the change in accounting principle from the
First-in, First-out (FIFO) method of accounting for
inventories to the Last-in, First-out (LIFO) method
(incorporated by reference to Exhibit 18.1 to the Registrants
Quarterly Report on Form 10-Q for the period ended March 31,
2004).21.1**
    
    List of Subsidiaries.23.1***
    
    Consent of Independent Registered Public Accounting Firm.24.1**
    
    Power of Attorney.31.1***
    
    Certification by the Chief Executive Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2***
    
    Certification by the Chief Financial Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1**
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   *
    
    Confidential treatment granted as to certain portions, which portions
have been omitted and filed separately with the Commission.**
    
    Filed with ISGs original Annual Report on
Form 10-K for the year ended December 31, 2004, filed on March 17,
2005.***
    
    Filed herewith.****
    
    Confidential treatment requested as to certain
portions, which portions have been omitted and filed separately with
the Securities and Exchange Commission. 7




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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly
caused this amended report to be signed on its behalf by the undersigned, thereunto duly
authorized. INTERNATIONAL STEEL
GROUP INC.By: /s/ Leonard M. AnthonyName:
    
    Leonard M. AnthonyTitle:
    
    Senior Vice President and Chief
Financial OfficerDate: March 21, 2005
 8