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                  SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES

                                 EXHIBIT 10.35
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                  SIXTH AMENDMENT TO RESTATED CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO LOAN AGREEMENT ("Sixth Amendment") is made effective
this 31st day of July, 1998, by and between SAND SPRINGS RAILWAY COMPANY, an
Oklahoma corporation ("Borrower") and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a
national banking association ("Bank").

   RECITALS

Reference is made to the Restated Credit Agreement dated April 23, 1991, by and
between Borrower and Bank, as amended by the Amendment to Restated Credit
Agreement entered into as of May 31, 1992, and the Second Amendment to Restated
Credit Agreement dated September 24, 1993, as amended by the Third Amendment to
Restated Credit Agreement dated November 4, 1994, as amended by the Fourth
Amendment to Restated Credit Agreement dated July 31, 1996, as amended by the
Fifth Amendment to Restated Credit Agreement,(as amended, the "Restated Credit
Agreement"), pursuant to which exists a $1,500,000 revolving line of credit as
evidenced by the $1,500,000 Note dated July 31, 1997, and a $2,000,000.00 Term
Loan dated July 31, 1996, payable by Borrower to Bank.

Borrower and Bank have agreed to extend the Commitment Termination Date for the
Line of Credit and, renew and extend the maturity date of the Line Note, as
specifically set forth below:

   AGREEMENT

For valuable consideration received, and as inducement for and in consideration
of Bank agreeing to the provisions set forth below, it is agreed as follows:

1.  Definitions.  All terms used herein shall have the meanings given in the
Restated Credit Agreement, unless otherwise specifically defined herein.

2.  Amendments to the Restated Credit Agreement.  The Restated Credit Agreement
is amended as follows:

2.1  Amount of Commitment.  Section 1.1 of the Restated Credit Agreement is
amended to read as follows:

1.1   Amount of Commitment and Term Loan.  Subject to the terms and conditions
of this Agreement, Bank agrees to make such loans (individually, a "Loan" and
collectively, the "Loans") to Borrower from the date hereof through July 31,
2000 ("Commitment Termination Date"), as may be requested from time to time by
Borrower.  The aggregate principal amount of all Loans outstanding at any one
time shall not exceed $1,500,000.00 (the "Commitment"). Within the limits set
forth in this Agreement, Borrower may repay and reborrow under the Commitment
from time to time on or before the Commitment Termination Date.   In addition to
the Commitment, Lender has made a Term Loan to Borrower in the amount of
$2,000,000.00 maturing July 31, 2000.  The Commitment and the Term Loan
constitute a restructuring and renewal of a reducing line of credit with an
original maximum principal amount of $3,500,000.00.

2.2  Note.  Section 1.2 of the Restated Credit Agreement is amended to read, as
follows:
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1.2   Note.  Borrower shall execute and deliver to Bank a promissory note
evidencing the Loans, dated of even date herewith, payable to the order of Bank
in the principal amount of One Million Five Hundred Thousand Dollars
($1,500,000.00), in substantially the form of Exhibit "A" attached hereto.
Borrower has executed and delivered to Bank a promissory note dated July 31,
1996, evidencing the Term Loan, payable to the order of Bank in the principal
amount of Two Million Dollars ($2,000,000.00), in substantially the form of
Exhibit "A-1" attached hereto (the two notes being referred to hereafter
individually and collectively as the "Note").  The Note shall bear interest and
be payable as described therein.  Borrower hereby authorizes and directs Bank to
debit Borrower's general demand deposit account with Bank for the amount of each
payment provided for in the Note.

2.3  Exhibits.  Exhibit "A" of the Fifth Amendment to the Restated Credit
Agreement shall be replaced with Exhibit "A" hereto.

3.  Amendments to Other Loan Documents.  Borrower hereby ratifies and confirms
all other instruments, documents and agreements executed and/or delivered in
connection with the Restated Credit Agreement including, without limitation, the
Assignment of Transportation Agreement, the Assignment of User Contracts, the
Security Agreements, and the Mortgages, and agrees and hereby amends such
documents evidencing security or collateral to evidence that they shall secure
payment of the $2,000,000 Promissory Note and $1,500,000 Promissory Note
executed and delivered by Borrower to Bank in connection with this Sixth
Amendment, together with extensions, renewals, and changes in form thereof.

4.  Amendment to Pledge Agreement.  The Pledge Agreement shall be ratified and
confirmed by Sheffield Steel, formerly known as HMK Industries of Oklahoma,
Inc., as evidenced by the Ratification in form and content as set forth on
Exhibit "B" hereto, which shall be executed and delivered by the Pledgor to Bank
on or before closing, and shall be accompanied by (i) certified resolutions in
form and content as set forth on Schedule "4-A" hereto.

5.  No Defaults.  Borrower hereby represents and warrants to Bank that no Event
of Default exists, and that Borrower is in full and complete compliance with the
terms and conditions of the Restated Credit Agreement and all instruments,
documents and agreements executed and/or delivered by Borrower in connection
therewith.

6.  Governing Law and Binding Effect.  This Sixth Amendment and all documents
executed and/or delivered in connection herewith shall be governed by and
construed in accordance with the laws of the State of Oklahoma, and shall inure
to the benefit of and be binding upon the parties hereto, their successors and
assigns.

7.  Costs, Expenses and Fees.  Borrower agrees to pay all costs, expenses and
fees incurred by Bank in connection with the preparation of this Sixth Amendment
and all related documents.

"Bank"
BANK OF OKLAHOMA, N.A.


By: /s/ Chris T. Young
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Chris T. Young
Banking Officer
"Borrower"
SAND SPRINGS RAILWAY COMPANY,
 

By: /s/ Stephen R. Johnson                  Stephen R. Johnson
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                                            Its: Treasurer