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                                                                 Exhibit 4.1(h)


                           1997 Amendment Agreement






                                                                  , 1997
                                                   --------------


SWVA, Inc.
17th Street and 2nd Avenue
Huntington, WV 25726


Gentlemen:

We refer to the Financing Agreement between us dated December 30, 1986, as 
amended (the "Financing Agreement").  Capitalized terms used herein and 
defined in the Financing Agreement shall have the meanings set forth in said 
Financing Agreement unless otherwise specifically defined herein.

You have requested that we extend to you an additional credit facility with 
respect to financing your new capital expenditures program and that various 
provisions of the Financing Agreement be amended.  We have agreed to the 
foregoing subject to, and in accordance with, the terms, provisions and 
conditions hereof.

Effective immediately pursuant to mutual understanding, the Financing 
Agreement shall be, and hereby is, amended as follows:

1)  The definitions of "Anniversary Date", "Term Loans", "Promissory Notes", 
"Early Termination Fee", and "Prepayment Discount Rate" in Section 1 of the 
Financing Agreement shall be, and each hereby is, deleted and the following 
shall be, and hereby is substituted in lieu thereof:

    "ANNIVERSARY DATE shall mean January 1, 2001."

    "TERM LOANS shall mean the CAPEX Term Loans and the Additional CAPEX Term 
    Loans made and to be made by CITBC to the Company pursuant to, and     
    repayable in accordance with, the provisions of Section 3 of the Financing
    Agreement."

    "PROMISSORY NOTES shall mean the notes in the forms of Exhibits B and     
    C attached hereto, delivered by the Company to CITBC to evidence the Term
    Loans pursuant to, and repayable in accordance with the provisions of 
    Section 3 of this Financing Agreement."


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    "EARLY TERMINATION FEE shall: i) mean the fee CITBC is entitled to
    charge the Company in the event the Company terminates the Line of
    Credit or this Financing Agreement on a date prior to January 1, 1999;
    and ii) be determined by multiplying the average daily loan balance
    under the Revolving Loan for the period from the date of this
    Financing Agreement to the Early Termination Date by one and one-half
    percent (1 1/2%) for the number of days from the Early Termination
    Date to January 1, 1999."

    PREPAYMENT DISCOUNT RATE shall mean the sum of (i) the yield equal to
    the quarterly bid yield to maturity of a U.S. Treasury Note or Bond
    issued within three (3) months prior to the date prepayment of any
    Treasury Rate Loan (as shown under the column heading "Ask Yld." for
    "Govt. Bonds & Notes" in the Treasury Bonds, Notes & Bills" section of
    The Wall Street Journal - Eastern Edition published on the second
    (2nd) business day prior to the date of prepayment) with a remaining
    term equal to the Weighted Average Life to Maturity, plus (ii) three
    percent (3%) for any part of the Term Loans that bears interest at the
    Treasury Rate.

2)  The definition of "Going Public Fee" shall be, and hereby is, deleted from
Section 1 of the Financing Agreement and the following definitions shall be, and
each hereby is, added to Section 1 of the Financing Agreement in the proper
alphabetical order:

    "ADDITIONAL CAPEX TERM LOANS shall mean the term loans made and to be
    made to the Company by CITBC in the aggregate principal amount of up
    to $23,000,000, as more fully described in Section 3 of this Financing
    Agreement."

    "ADDITIONAL CAPEX TERM LOAN LINE OF CREDIT shall mean the commitment
    of CITBC to make Additional CAPEX Term Loans to the Company pursuant
    to Section 3 of this Financing Agreement in the aggregate amount not
    to exceed $23,000,000."

    "CHASE BANK RATE shall mean the rate of interest per annum announced
    by The Chase Manhattan Bank, or its successor in interest, from time
    to time as its prime rate in effect at its principal office in the
    County, City and State of New York.  (The prime rate is not intended
    to be the lowest rate of interest charged by The Chase Manhattan Bank
    to its borrowers)."

3)  Section 3, Paragraphs 6 and 7 of the Financing Agreement shall be, and each
hereby is amended in its entirety to read as follows:


    "6.  The Company may, at its option, prepay all or any part of the
    principal of the Term Loans, before maturity, provided that on each
    prepayment the Company shall pay accrued interest on the principal so
    prepaid to the date of such prepayment." 

    "7. Each Mandatory Prepayment or voluntary prepayment shall be applied
    to the last maturing installments of principal of the CAPEX Term Loans
    until paid in full and then to the last maturing installments of the
    Additional CAPEX Term Loans until paid in full."


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4)  Section 3, Paragraph 3 of the Financing Agreement shall be, and hereby is,
amended by the addition thereto of the following new paragraphs d and e:

    "3.(d) Within the available and unused Additional CAPEX Term Loan Line
    of Credit and upon receipt of a Promissory Note, in the form of
    Exhibit C attached hereto, from the Company in the amount of the
    Additional CAPEX Term Loan, CITBC will extend to the Company an
    Additional CAPEX Term Loan, provided: a) the Company is not then in
    breach or violation of this Financing Agreement, and b) all of the
    conditions listed below are fulfilled to the sole but reasonable
    satisfaction of CITBC.  The conditions are as follows:

    i)   Additional CAPEX Term Loan proceeds are to be used exclusively to
         pay for, or reimburse the Company for, the acquisition by the
         Company of newly acquired capital improvements (other than Real
         Estate) which are not subject to Purchase Money Liens or any
         other lien or security interest;

    ii)  the Company must give CITBC fifteen (15) days prior written
         notice of its intention to enter into an Additional CAPEX Term
         Loan and draw down the Additional CAPEX Term Loans no later than
         July 1, 1998;

    iii) the Company shall be entitled to four (4) Additional Capex Term
         Loans per calendar year but no more than one (1) Additional CAPEX
         Term Loan in any fiscal quarter;

    iv)  no Additional CAPEX Term Loan may exceed eighty percent (80%) of
         the total acquisition costs of the capital improvements (other
         than Real Estate) exclusive of assembly costs, installation
         expenses, maintenance, shipping costs, taxes and import or custom
         charges for which the Additional CAPEX Term Loan is sought; and

    v)   each Additional CAPEX Term Loan must be in increments of
         $250,000.00 or whole multiples thereof and may not exceed in the
         aggregate the Additional CAPEX Term Loan Line of Credit.


   (e) Each Additional CAPEX Term Loan will be repaid to CITBC by the
    Company in equal quarterly installments of principal computed on a ten
    (10) year amortization schedule, which installments shall commence on
    July 1, 1998 and thereafter on the first business day of each October,
    January, April and July thereafter until paid in full.  To the extent
    repaid, Additional CAPEX Term Loans may not be reborrowed under this
    Section 3 of the Financing Agreement."

5)  Section 7, Paragraph 2 of the Financing Agreement shall be, and each 
hereby is, amended in its entirety to read as follows:

    "2.(a)  Interest on the Term Loans shall be payable monthly as of the
    end of each month on the unpaid balance or on payment in full prior to
    maturity in an amount

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    equal to the (i) Chase Bank Rate, on a per annum
    basis on the outstanding balance of all Term Loans (other than Libor
    Loans), and (ii) one and three-quarters percent (1 3/4%) plus Libor,
    on a per annum  basis, on any Term Loans which are Libor Loans on the
    average of the net balances owing by the Company to CITBC in the
    Company's account at the close of each day during the month.  The
    Company may elect to use Libor as to any then outstanding Term Loans
    provided x) there is then no Event of Default, y) the Company has so
    advised CITBC of its election to use Libor and the Libor Period
    selected no later than three (3) business days preceding the first day
    of a Libor Period and z) the election and Libor shall be effective,
    provided there is then no Event of Default, on the fourth business day
    following said notice.  The Libor elections must be for $1,000,000 or
    more and there shall be no more than 3 elections to use Libor to
    compute interest at any one time under paragraphs 1 and 2 of this
    Section 7.  If no such election is timely made or can be made or if
    Libor can not be determined, then CITBC shall use the Chase Bank Rate
    to compute interest.  In the event of any change in said Chase Bank
    Rate, the rate under clause "(i)" above shall change, as of the first
    of the month following any change, so as to remain equal to the Chase
    Bank Rate.  The rates hereunder shall be calculated based on a 360 day
    year.  CITBC shall be entitled to charge the Company's account at the
    rate provided for herein when due until all Obligations have been paid
    in full.  (b)(i) In lieu of interest computed at the rates specified in
    Paragraph "(a)" above, the Company shall have the option to elect a
    fixed rate of interest on all or a portion of the Additional CAPEX
    Term Loans during a one hundred and eighty (180) days period
    commencing on July 1, 1998 (the "Election Period"), such interest rate
    (x) shall be applied only to the then outstanding balance of the
    Additional CAPEX Term Loans, and (y) shall be equal to the Treasury
    Rate plus three percent (3%).  Such fixed rate election may be
    exercised only once during such Election Period.  In addition, if the
    first day for which interest is payable on the Additional CAPEX Term
    Loans subject to a fixed interest rate is other than the first day of
    a calendar month, the amount of such interest payable pursuant to
    Paragraph 2 of this Section 7 with respect to such Additional CAPEX
    Term Loans for the initial month for which such fixed interest rate is
    calculated shall be prorated for the number of days of such month that
    such Addition CAPEX Term Loans are outstanding.

    (ii) Provided that (x) there is then no Event of Default and (y) the
    Company has given a notice in accordance with this Paragraph 2(b)(ii),
    the Company may convert all or a portion of the Additional CAPEX Term
    Loans from a variable interest rate to a Treasury Rate - provided,
    however, (A) that such fixed rate shall be applicable only to the then
    outstanding Additional CAPEX Term Loans and (B) any such conversion
    must be made within one hundred and eighty (180) days after July 1,
    1998 and (C) the Treasury Rate shall be applicable for a period up to
    but not exceeding 3 years.  Whenever the Company desires to convert a
    variable interest rate to a Treasury Rate, the Company must notify
    CITBC of its election no later than thirty (30) calendar days
    preceding the first day of the next succeeding month.  If no such
    election is timely made or can be made or upon expiration of the
    applicable duration of any such Treasury Rate Loan, CITBC shall use
    the Chase Bank Rate in lieu of the Treasury Rate.  Each notice of
    election hereunder shall (1) identify the Additional CAPEX Term Loans
    to be converted and the aggregate outstanding principal balance
    thereof, (2) specify 


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    the effective date of the conversion and the duration of such conversion, 
    and (3) specify the principal amount of such Additional CAPEX Term Loans 
    to be converted, and, in the case of any such notice given other than in 
    writing , shall be immediately followed by a written confirmation thereof 
    by the Company; provided, however, that if such written confirmation 
    differs in any material respect from the action taken by CITBC prior to 
    receiving such written confirmation and based upon a nonwritten notice, 
    the records of CITBC shall control absent manifest error.

    (iii) Subject to the applicable provisions relating to prepayment of
    the Term Loans, the Company may prepay the Treasury Rate Loans at any
    time provided that upon such prepayment it pays to CITBC the
    Make-Whole Premium in immediately available funds.

    (iv) Interest on the Additional CAPEX Term Loans for which a fixed
    rate election has been made shall be payable as of the end of each
    month on the unpaid balance thereof or on payment in full prior to
    maturity in an amount equal to such applicable fixed rate on any
    Additional CAPEX Term Loans which are the Treasury Rate Loans computed
    on the average of the net balances thereof owing by the Company to
    CITBC in the Company's account at the close of each day during the
    month.  Such rate shall be calculated on a 360 day year.  CITBC shall
    be entitled to charge the Company's account at such rate when due
    until all Obligations have been paid in full."

7)  Section 10 of the Financing Agreement shall be, and hereto is, amended by 
deleting the "proviso" at the end of the fourth sentence thereof.

8)  It is further agreed that:

    (a)  The term "Obligations" as used in the Financing Agreement shall
         also include, without limitation, all present and future
         indebtedness, liabilities and obligations of the Company to CITBC
         pursuant to the Additional CAPEX Term Loans.
    (b)  The form of Promissory Note attached hereto shall be annexed to
         the Financing Agreement as Exhibit C and shall evidence the
         Additional CAPEX Term Loans.
    (c)  The Additional CAPEX Term Loans shall (i) incur interest at the
         rate specified in Section 7, Paragraph 2 of the Financing
         Agreement and (ii) be secured by all Collateral.
    (d)  All references to "Chemical Bank Rate" in the Financing Agreement
         shall be, and hereby are, amended to read "Chase Bank Rate".
    (e)  The Company acknowledges and agrees that CITBC may make
         assignments and/or sell participation in the loans and extensions
         of credit made and to be made to the Company under the Financing
         Agreement (as amended hereby) on such terms and conditions as
         CITBC shall in its sole discretion determine.  The Company
         further acknowledges that in doing so, CITBC may grant to such
         co-lenders or participants certain rights which would require
         CITBC to obtain the co-lender's or participant's consent prior to
         executing certain waivers

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         and/or amendments, and prior to taking certain other actions with 
         respect to the provisions of the Financing Agreement, provided that 
         such co-lenders and participants shall not be granted independent 
         rights to conduct audits and/or examinations of the Company's books 
         and records and/or Collateral but shall have the right to accompany 
         CITBC on any such audits or examinations at the participant's cost and
         expense.
    (f)  The extension of Additional CAPEX Term Loans shall be conditioned
         upon the fulfillment of the following conditions precedent to
         CITBC's reasonable satisfaction:

         (i) The Company simultaneously executing and delivering to CITBC
         the Promissory Note referred to in Paragraph 8(b) above and
         Mortgages and/or Deeds of Trust granting to CITBC first mortgage
         liens upon the Company's Real Estate to secure the Additional
         CAPEX Term Loans.
         (ii) Our receipt of certified resolutions authorizing the
         execution, delivery and performance of the transactions
         contemplated by this amendment.
         (iii) Parent signing below to confirm that the term "Obligations"
         as defined and used in the Guaranty and Pledge Agreement executed
         by Parent in favor of CITBC shall also include, without
         limitation, all indebtedness, liabilities and obligations of the
         Company to CITBC arising in connection with the Additional CAPEX
         Term Loans.
         (iv) Marshall Steel, Inc. ("Marshall") signing below to confirm
         that the term "Obligations" as defined and used in the Guaranty,
         Security Agreement and Negative Pledge Agreement executed by
         Marshall in favor of CITBC shall also include, without
         limitation, all present and future indebtedness, liabilities and
         obligations of the Company to CITBC arising in connection with
         the Additional CAPEX Term Loans.
         (v) CITBC's receipt of title insurance and a current survey (in
         form and substance satisfactory to CITBC) with respect to the
         Real Estate to be subject to the Mortgages and/or Deeds of Trust
         referred to in paragraph 8(f)(i).
         (vi) The absence of any Event of Default under the Financing
         Agreement.

    (g)  By signing below you confirm your agreement to (i) pay to us an
         Accommodation and Documentation Fee equal to $28,750 in the
         aggregate upon execution of this amendment, and (ii) reimburse us
         for all of our Out-of-Pocket Expenses incurred in connection with
         this amendment and the transactions contemplated hereby. All such
         amounts may, at our option, be charged to your loan amount under
         the Financing Agreement when due.

Except as set forth herein no other change in the terms or provisions of the 
Financing Agreement is intended or implied.   If the foregoing is in 
accordance with your understanding, kindly so indicate by signing and 
returning the enclosed copy of this letter.

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Parent and Marshall have signed below to confirm their respective agreements to
subparagraphs (iii) and (iv) of paragraph 8(f) above.

                             THE CIT GROUP/BUSINESS
                             CREDIT, INC.


                             By:
                                ---------------------------
                             Title:

Read and Agreed to:

SWVA, INC.


By:                                
   ----------------------
Title:


Confirmed:

STEEL OF WEST VIRGINIA, INC.


By:   
   -----------------------
Title:

MARSHALL STEEL, INC.


By:                               
   -----------------------
Title:




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