UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                    FORM 10-Q

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended        March 31, 1999
                               -----------------------------------------------

                                       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       1-9887
                       ------------------


                            OREGON STEEL MILLS, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                          94-0506370
------------------------------------------------------------------------------
        (State or other jurisdiction of             (IRS Employer
         incorporation or organization)           Identification No.)

   1000 Broadway Building, Suite 2200, Portland, Oregon               97205
------------------------------------------------------------------------------
      (Address of principal executive offices)                     (Zip Code)

                                  (503)223-9228
------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
  report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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.
                                               Yes   X   No
                                                   -----    -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

    Common Stock, $.01 Par Value                            25,776,804
    ----------------------------                   ----------------------------
               Class                               Number of Shares Outstanding
                                                     (as of April 30, 1999)


<PAGE>
  

                            OREGON STEEL MILLS, INC.
                                      INDEX



                                                                           Page
                                                                           ----
PART I.    FINANCIAL  INFORMATION

           Item 1.  Financial Statements

                    Consolidated Balance Sheets
                       March 31, 1999 (unaudited)
                       and December 31, 1998...................................2

                    Consolidated Statements of Income (unaudited)
                       Three months ended March 31, 1999
                       and 1998 ...............................................3

                    Consolidated Statements of Cash Flows (unaudited)
                       Three months ended March 31, 1999
                       and 1998 ...............................................4

                    Notes to Consolidated Financial
                       Statements (unaudited)..............................5 - 7

           Item 2.  Management's Discussion and Analysis of Financial
                       Condition and Results of Operations................8 - 12

           Item 3.  Quantitative and Qualitative Disclosures 
                       about Market Risk......................................12


PART II.   OTHER INFORMATION

           Item 1.  Legal Proceedings.........................................13

           Item 4.  Submission of Matters to a
                    Vote of the Security Holders..............................13

           Item 6.  Exhibits and Reports on Form 8-K..........................13


SIGNATURES ...................................................................13

                                      -1-
<PAGE>


                            OREGON STEEL MILLS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)



                                                       March 31,
                                                         1999       December 31,
                                                      (Unaudited)       1998
                                                      -----------   -----------
                                                                         

                                         ASSETS
Current assets:
     Cash and cash equivalents                          $   8,214     $  9,044
     Trade accounts receivable, net                        64,662       67,254
     Inventories                                          175,518      196,279
     Deferred tax asset                                    13,592       13,593
     Other                                                  7,388        6,595
                                                            -----        -----
            Total current assets                          269,374      292,765
                                                          -------      -------

Property, plant and equipment:
     Land and improvements                                 28,861       28,811
     Buildings                                             49,514       49,387
     Machinery and equipment                              754,283      749,597
     Construction in progress                              15,235       16,329
                                                           ------       ------
                                                          847,893      844,124
     Accumulated depreciation                           (216,340)     (205,515)
                                                        --------     --------
                                                          631,553      638,609
                                                          -------      -------
Excess of cost over net assets acquired, net               34,668       35,508
Other assets                                               29,376       27,088
                                                           ------       ------
                                                        $ 964,971     $993,970
                                                        =========     ========

                                       LIABILITIES
Current liabilities:
     Current portion of long-term debt                 $    7,505     $  7,164
     Short-term debt                                       78,700       93,700
     Accounts payable                                      85,365      106,084
     Accrued expenses                                      55,218       45,568
                                                        ---------     --------
          Total current liabilities                       226,788      252,516
Long-term debt                                            262,798      270,440
Deferred employee benefits                                 20,586       20,427
Environmental liability                                    32,644       32,765
Deferred income taxes                                      39,520       36,415
                                                           ------       ------
                                                          582,336      612,563
                                                        ---------    ---------
Minority interests                                         32,141       36,290
                                                        ---------    ---------
Contingencies (Note 6)

                                STOCKHOLDERS' EQUITY
Common stock                                                  258          258
Additional paid-in capital                                227,584      227,584
Retained earnings                                         130,281      125,479
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustment         (7,629)      (8,204)
                                                        ---------    ---------
                                                          350,494      345,117
                                                        ---------    ---------
                                                        $ 964,971    $ 993,970
                                                        =========    =========


         The accompanying notes are an integral part of the consolidated
        financial statements.

                                      -2-
<PAGE>


                            OREGON STEEL MILLS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
              (In thousands, except tonnage and per share amounts)
                                   (Unaudited)


                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                     1999             1998
                                                 -----------        ---------

     Sales                                          $239,655        $223,003
     Costs and expenses:
          Cost of sales                              198,317         195,284
          Selling, general and
             administrative expenses                  14,030          13,949
          Profit participation                         3,044             140
                                                    --------        --------
                Operating income                      24,264          13,630
     Other income (expense):
          Interest and dividend income                    78             101
          Interest expense                            (9,613)         (9,518)
          Minority interests                          (1,093)         (1,392)
          Other, net                                     207             (21)
                                                    --------        --------
             Income before income taxes               13,843           2,800
     Income tax expense                               (5,432)         (1,014)
                                                    --------        --------
             Net income                             $  8,411        $  1,786
                                                    ========        ========

     Basic and diluted net income per share             $.32            $.07

     Dividends declared per common share                $.14            $.14

     Weighted average common shares
        and common share equivalents
        outstanding                                   26,375          26,347

     Tonnage sold                                    457,900         409,700


         The accompanying notes are an integral part of the consolidated
         financial statements.

                                      -3-
<PAGE>


                            OREGON STEEL MILLS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                           1999        1998
                                                        ---------    --------- 
Cash flows from operating activities:
   Net income                                            $  8,411    $  1,786
   Adjustments to reconcile net income to net
      cash provided (used) by operating activities:
          Depreciation and amortization                    10,970      10,747
          Deferred income tax provision                     3,105       1,751
          Minority interests' share of income               1,093       2,871
          Other, net                                          (55)       (109)
          Changes in current assets and liabilities        11,651       9,441
                                                         --------    --------
     NET CASH PROVIDED BY OPERATING ACTIVITIES             35,175      26,487
                                                         --------    --------

Cash flows from investing activities:
     Additions to property, plant and equipment            (3,696)     (9,416)
     Other, net                                            (1,710)       (291)
                                                         --------    --------
     NET CASH USED BY INVESTING ACTIVITIES                 (5,406)     (9,707)
                                                         --------    --------

Cash flows from financing activities:
     Net payments under Canadian bank
          revolving loan facility                          (3,883)     (3,707)
     Proceeds from long-term bank debt                     52,900      80,500
     Payments on long-term debt                           (71,399)    (84,900)
     Dividends paid                                        (3,609)     (3,609)
     Minority portion of subsidiary's distribution         (5,264)     (1,479)
     Other, net                                                81         (93)
                                                         --------    --------
     NET CASH USED BY FINANCING ACTIVITIES                (31,174)    (13,288)
                                                         --------    --------

Effects of foreign currency exchange rate
   changes on cash                                            575          34
                                                         --------    --------
Net increase (decrease) in cash and cash equivalents         (830)      3,526
Cash and cash equivalents at beginning of period            9,044         570
                                                         --------    --------
Cash and cash equivalents at end of period               $  8,214    $  4,096
                                                         ========    ========

Supplemental disclosures of cash flow information:
   Cash paid for:
          Interest                                       $  4,100    $  1,588
          Income taxes                                   $    805    $     60




         The accompanying notes are an integral part of the consolidated
         financial statements.

                                      -4-
<PAGE>



                            OREGON STEEL MILLS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation
     ---------------------

     The consolidated financial statements include the accounts of Oregon Steel
     Mills, Inc. and its subsidiaries ("Company"). All significant intercompany
     balances and transactions have been eliminated.

     The unaudited financial statements include all adjustments (consisting of
     normal recurring accruals) which, in the opinion of management, are
     necessary for a fair presentation of the interim periods. Results for an
     interim period are not necessarily indicative of results for a full year.
     Reference should be made to the Company's 1998 Annual Report on Form 10-K
     for additional disclosures including a summary of significant accounting
     policies.

2.   Inventories
     -----------

     Inventories consist of:
                                                    March 31,      December 31,
                                                       1999           1998
                                                  -----------      ------------
                                                         (In thousands)
     Raw materials                                 $ 17,677         $ 16,842
     Semifinished product                            81,805           93,747
     Finished product                                50,068           60,290
     Stores and operating supplies                   25,968           25,400
                                                   --------         --------
           Total Inventory                         $175,518         $196,279
                                                   ========         ========


3.   Common Stock
     ------------

     On April 29, 1999, the Board of Directors declared a quarterly cash
     dividend of 14 cents per share to be paid May 29, 1999, to stockholders of
     record as of May 15, 1999.

4.   Net Income per Share
     --------------------

     Basic and diluted net income per share was as follows:



                                              Three Months Ended March 31,
                                              ---------------------------
                                                 1999              1998
                                              ---------         --------
                                        (In thousands, except per share amounts)
   
     Weighted average number of common 
        shares outstanding                      25,777             25,749
     Shares of common stock to be 
        issued March 2003                          598                598
                                               -------            -------  
                                                26,375             26,347
                                               =======            =======  
     Net income                                $ 8,411            $ 1,786
                                               =======            =======  
     Basic and diluted net income per share    $   .32            $   .07
                                               =======            =======



5.    Comprehensive Income
      --------------------

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        1999             1998
                                                       ------           ------
                                                            (In thousands)
      Net income                                       $8,411           $1,786
      Foreign currency translation adjustment             575              276
                                                       ------           ------
      Comprehensive Income                             $8,986           $2,062
                                                       ======           ======


                                      -5-
<PAGE>


6.    Contingencies
      -------------

      ENVIRONMENTAL.

      All material environmental remediation liabilities, which are probable and
      estimable, are recorded in the financial statements based on current
      technologies and current environmental standards at the time of 
      evaluation.  Adjustments are made when additional information is available
      that may require different remediation methods or periods, and ultimately
      affect the total cost. The best estimate of the probable cost within a
      range is recorded. If there is no best estimate, the low end of the range
      is recorded, and the range is disclosed.

      The Company's 87-percent-owned New CF&I, Inc. subsidiary owns a majority
      interest in CF&I Steel, L.P. ("CF&I") which owns a steel mill in Pueblo,\
      Colorado "Pueblo Mill").  In connection with the 1993 acquisition of CF&I,
      the Company accrued a liability of $36.7 million for environmental
      remediation at the Pueblo Mill. The Company believed $36.7 million was the
      best estimate from a range of $23.1 to $43.6 million. The Company estimate
      of this liability was based on two separate remediation investigations
      conducted by independent environmental engineering consultants. The 
      accrual includes costs for the Resource Conservation and Recovery Act
      facility investigation, a corrective measures study, remedial action, and
      operation and maintenance associated with the proposed remedial actions. 
      In October 1995, CF&I and the Colorado Department of Public Health and 
      Environment finalized a postclosure permit for historic hazardous waste 
      units at the Pueblo Mill. As part of the postclosure permit requirements,
      CF&I must conduct a corrective action program for the 82 solid waste 
      management units at the facility and continue to address projects on a 
      prioritized corrective action schedule which is substantially reflective
      of a straight-line rate of expenditure over 30 years. The State of 
      Colorado stated that the schedule for corrective action could be 
      accelerated if new data indicated a greater threat to the environment 
      than is currently known to exist. At March 31, 1999, the accrued 
      liability was $32.8 million, of which $30.9 million was classified as 
      noncurrent in the consolidated balance sheet.

      LABOR DISPUTE.

      The labor contract at CF&I expired on September 30, 1997. After a brief
      contract extension intended to help facilitate a possible agreement, on
      October 3, 1997 the United Steel Workers of America ("Union") initiated a
      strike at CF&I for approximately 1,000 bargaining unit employees. The
      parties failed to reach final agreement on a new labor contract due to
      differences on economic issues. As a result of contingency planning, the
      Company was able to avoid complete suspension of operations at the Pueblo
      Mill by utilizing a combination of permanent replacement workers, striking
      employees who returned to work and salaried employees.

      On December 30, 1997, the Union called off the strike and made an
      unconditional offer to return to work. At the time of this offer, only a
      few vacancies existed at the Pueblo Mill. As of the end of March 1999, 90
      former striking employees had returned to work as a result of their
      unconditional offer. Approximately 720 former striking workers remain
      unreinstated ("Unreinstated Employees").

      On February 27, 1998 the Regional Director of the National Labor Relations
      Board ("NLRB") Denver office issued a complaint against CF&I, alleging
      violations of several provisions of the National Labor Relations Act. The
      Company not only denies the allegations, but rather believes that both the
      facts and the law fully support its contention that the strike was
      economic in nature and that it was not obligated to displace the properly
      hired permanent replacement employees. On August 17, 1998, a hearing on 
      these allegations commenced before an Administrative Law Judge. Testimony
      and other evidence was presented on various hearing dates in the latter
      part of 1998 and early 1999. The hearing concluded on February 25, 1999.
      The Administrative Law Judge will render a decision which is automatically
      appealable by either party to the NLRB in Washington, D.C. Ultimate
      determination of the issue may well require action by an appropriate
      United States Court of Appeals. In the event there is an adverse 
      determination of these issues, Unreinstated Employees could be entitled to
      back pay from the date of the Union's unconditional offer to return to 
      work through the date of the adverse determination ("Backpay Liability").
      The number of Unreinstated Employees entitled to back


                                      -6-
<PAGE>


      pay would probably be limited to the number of replacement workers,
      currently approximately 430 workers.  However, the Union might assert that
      all unreinstated employees could be entitled to back pay. Back pay is 
      generally measured by the quarterly earnings of those working less 
      interim wages earned elsewhere by the Unreinstated Employees. In addition,
      each Unreinstated Employee has a duty to take reasonable steps to mitigate
      the Backpay Liability by seeking employment elsewhere that has comparable
      demands and compensation. It is not presently possible to estimate the
      extent to which interim earnings and failure to mitigate the Backpay
      Liability would affect the cost of an adverse determination.

      In addition, during the union strike 39 bargaining unit employees of the
      Colorado & Wyoming Railway Company ("C&W"), a wholly-owned subsidiary of
      New CF&I, Inc. which provides rail service to the Pueblo Mill, refused to
      report to work for an extended period of time. The bargaining unit
      employees of C&W were not on strike. C&W determined that these employees 
      to have quit their employment and, accordingly, C&W declined to allow 
      those individuals to return to work. The Brotherhood of Maintenance of 
      Way Employees, the National Conference of Firemen and Oilers, the United
      Transportation Union, and certain members of those organizations
      individually (jointly "Plaintiffs") filed in 1998 various lawsuits in the
      U.S. District Court of Colorado against C&W claiming union members had
      refused to cross the picket line because they were honoring the picket 
      line of another organization or because of safety concerns stemming from
      those picket lines. The Plaintiffs demand reinstatement of the former
      employees, back pay and other damages.  The Company believes it has
      substantial defenses against these claims. However, it is possible that
      one or more of them will proceed to arbitration before the National
      Railroad Adjustment Board or otherwise.  The outcome of such proceedings
      is inherently uncertain and it is not possible to estimate any potential
      settlement amount which would result from an adverse legal or
      arbitration decision.

7.    Subsequent Event
      ----------------

      Due to the continuing adverse market conditions, effective May 7, 1999, 
      the Company began a temporary indefinite shutdown of its seamless tube
      mill at RMSM. The shutdown is expected to result in a charge for employee
      severance costs in the second quarter of 1999 of approximately $870,000
      after taxes.

                                      -7-

<PAGE>


                            OREGON STEEL MILLS, INC.

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

General
-------

     The following information contains forward-looking statements which are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to risks and
uncertainties and actual results could differ materially from those projected.
Such risks and uncertainties include, but are not limited to, general business
and economic conditions; competitive products and pricing, as well as
fluctuations in demand; potential equipment malfunction, work stoppages, and
plant construction and repair delays, and failure of the Company to accurately
predict the costs to address the year 2000 issues or the lost revenues related
to interruption in the Company's or its customers' business.

     The consolidated financial statements include the accounts of Oregon Steel
Mills, Inc. and its subsidiaries ("Company"), wholly-owned Camrose Pipe
Corporation ("CPC") which owns a 60 percent interest in Camrose Pipe Company
("Camrose"), 87 percent owned New CF&I, Inc. ("New CF&I") which owns a 95.2
percent interest in CF&I Steel, L.P. ("CF&I") (dba Rocky Mountain Steel Mills).
The Company also owns a 4.3 percent limited partner interest in CF& I.

     The Company is organized into two business units known as the Oregon Steel
Division and the Rocky Mountain Steel Mills Division ("RMSM"). The Oregon Steel
Division is centered on the Company's steel plate minimill in Portland, Oregon.
In addition to the Portland steel mill, the Oregon Steel Division includes the
Company's large diameter pipe finishing facility in Napa, California and the
large diameter and electric resistance welded pipe facility in Camrose, Alberta.
The RMSM Division consists of the steelmaking and finishing facilities of CF&I
located in Pueblo, Colorado, as well as certain related operations.

Results of Operations

The following table sets forth, by division, tonnage sold, sales and average
selling price per ton:

                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                      1999            1998
                                                  -----------     ------------

    Total tonnage sold:
         Oregon Steel Division:
              Plate                                    99,500         58,000
              Welded pipe                             159,700        116,700
                                                     --------       --------
                   Total Oregon Steel Division        259,200        174,700
                                                     --------       --------
         RMSM Division:
              Rail                                     95,000         98,200
              Rod, Bar and Wire                        93,100         96,400
              Seamless Pipe                             8,500         19,200
              Semifinished                              2,100         21,200
                                                     --------       --------
                   Total RMSM Division                198,700        235,000
                                                     --------       --------
         Total                                        457,900        409,700
                                                     ========       ========

    Sales (in thousands):
         Oregon Steel Division                       $167,933       $123,873
         RMSM Division                                 71,722         99,130
                                                     --------       --------
                   Total                             $239,655       $223,003
                                                     ========       ========

    Average selling price per ton:
         Oregon Steel Division                           $648           $709
         RMSM Division                                   $361           $422
                   Average                               $523           $544


                                      -8-
<PAGE>



                            OREGON STEEL MILLS, INC.

      Sales increased 7.5 percent to $239.7 million for the first quarter of
1999, compared to the first quarter of 1998. Shipments increased 11.8 percent to
457,900 tons in the first quarter of 1999, compared to the first quarter of
1998. The increase in sales and shipments was primarily the result of increased
shipments of plate and welded pipe products by the Oregon Steel Division, offset
in part by reduced seamless pipe and semifinished shipments by the RMSM
Division.

      The consolidated average selling price decreased to $523 per ton for the
first quarter of 1999 from $544 per ton in the first quarter of 1998. The lower
average selling price is primarily due to depressed pricing in the Company's
plate, rod and seamless pipe products, partially offset by increased
large-diameter pipe pricing and shipments.

      The Oregon Steel Division shipped 259,200 tons of plate, coil and welded
pipe products at an average selling price of $648 per ton during the first
quarter of 1999, compared to 174,700 tons of product at an average selling price
of $709 per ton for the first quarter of 1998. The decrease in average selling
price is due to increased shipments of commodity plate products and lower plate
prices, which were negatively impacted by the high levels of imported plate.
Welded pipe shipments during the first quarter of 1999 were 159,700 tons
compared to 116,700 during the comparable 1998 quarter. Increased pipe shipments
were primarily a result of production at the Napa Pipe Mill of Phase I of the
Alliance Pipeline project, which began in the fourth quarter of 1998. Phase II
production on Alliance originally scheduled for 2000 has been moved forward into
the second half of 1999. In total, the Company expects to produce and ship
approximately 330,000 tons of welded pipe for the Alliance project in 1999.
During the first quarter of 1999, due to the improved performance of the
Portland, Oregon plate mill, the Oregon Steel Division produced 203,800 tons of
plate and coil compared to 155,000 tons in the first quarter of 1998. Shipments
to plate and coil customers during the first quarter of 1999 were 99,500 tons
compared to 58,000 tons during the comparable 1998 quarter.

      The RMSM Division shipped 198,700 tons of rail, rod, seamless tube and
semifinished products at an average selling price of $361 per ton during the
first quarter of 1999, compared to 235,000 tons of product at an average selling
price of $422 per ton for the first quarter of 1998. The decrease in shipments
and average selling price are a result of depressed seamless pipe and
semifinished markets and reduced rail and rod pricing. Pricing for the seamless
pipe product has decreased an average of $200 a ton since the first quarter of
1998. Seamless pipe markets continue to be affected by lack of drilling activity
and falling rig counts. The U.S. rig count has fallen to 500 operating units
compared to 875 a year ago. Shipments of the division's seamless products were
8,500 tons, a decrease of more than 50 percent from the 19,200 tons shipped
during the comparable 1998 quarter. Rod prices have been severely impacted by
the levels of imported rod into the United States. Average rod pricing has
fallen $70 a ton compared to the first quarter of 1998. Rod shipments during the
first quarter of 1999 were 93,100 tons compared to 96,400 tons during the first
quarter of 1998. The division shipped 95,000 tons of rail during the first
quarter of 1999 compared to 98,200 tons in the first quarter of 1998.

      Gross profit for the first quarter of 1999 was $41.3 million or 17.3
percent compared to $27.7 million or 12.4 percent for the first quarter of 1998.
The increase in gross profit in 1998 compared to 1997 is due, in part, to lower
manufacturing costs for plate and welded pipe products as a result of improved
production and cost performance of the Portland, Oregon plate mill and increased
capacity utilization at the Oregon Steel Division pipe mills, offset in part by
the lower pricing for the steel products noted above.

      Selling, general and administrative expenses ("SG&A") for the first
quarter of 1999 increased $81,000 from the corresponding 1998 period and
decreased as a percentage of sales to 5.9 percent in the first quarter of 1999,
from 6.3 percent for the corresponding 1998 period. The increase in dollar cost
is due to increased shipping costs at the Oregon Steel Division as a result of
increased tons shipped in the first quarter of 1999 compared to the first
quarter of 1998, offset by decreased costs associated with the labor dispute at
RMSM.

                                      -9-
<PAGE>



                            OREGON STEEL MILLS, INC.

      Profit participation expense was $3.0 million for the first quarter of
1999 compared to $140,000 in the corresponding 1998 period reflecting the
increased profitability in 1999 versus 1998.

      Total interest cost for the first quarter of 1999 was $9.9 million
compared to $9.8 million for the corresponding 1998 period. Capitalized interest
for the first quarter of 1999 was $294,000 compared to $295,000 for the
corresponding 1998 period.

      The Company's effective income tax rates were 39 and 36 percent for the
three month period ended March 31, 1999 and 1998, respectively. The rate is
higher in 1999 due to expected reductions in foreign and state tax credits.

Liquidity and Capital Resources
-------------------------------

      Cash flow from operations for the three month period ended March 31, 1999,
was $35.2 million compared to $26.5 million in the first quarter of 1998. The
major items affecting this $8.7 million increase were increased net income ($6.6
million), decreased accounts receivable ($10.2 million) and inventories ($18.1
million) offset by a reduction in accounts payable ($19.1 million) and increases
in deferred taxes and other assets ($6 million).

      Net working capital at March 31, 1999 increased $2.3 million compared to
December 31, 1998 reflecting a $25.7 million decrease in current liabilities and
by a $23.4 million decrease in current assets. The decrease in current assets
was primarily due to decreased inventories of plate and welded pipe products
that were built up to provide material for the Alliance project. The decrease
in current liabilities was due to reduced accounts payable related to the lower
inventory and net repayments of short-term debt with cash generated from 
operations.

     The Company has outstanding $235 million principal amount 11% First
Mortgage Notes ("Notes") due 2003. The Notes are guaranteed by New CF&I and CF&I
("Guarantors"). The Notes and the guarantees are secured by a lien on
substantially all the property, plant and equipment and certain other assets of
the Company (exclusive of Camrose) and the Guarantors. The collateral for the
Notes and the guarantees do not include, among other things, inventory and
accounts receivable. The indenture under which the Notes were issued contains
potential restrictions on new indebtedness and various types of disbursements,
including dividends, based on the Company's net income in relation to its fixed
charges, as defined.

     The Company maintains a $125 million revolving credit facility ("Amended
Credit Agreement") which expires June 11, 1999, and may be drawn upon based on
the Company's accounts receivable and inventory balances. The Amended Credit
Agreement is collateralized by substantially all of the Company's consolidated
inventory and accounts receivable, except those of Camrose. Amounts outstanding
under the Amended Credit Agreement are guaranteed by the Guarantors. The Amended
Credit Agreement contains various restrictive covenants including a minimum
tangible net worth, minimum interest coverage ratio, and a maximum debt to total
capitalization ratio. As of March 31, 1999, $78.7 million was outstanding under
the Amended Credit Agreement.

      Term debt of $67.5 million was incurred by CF&I as part of the purchase
price of the Pueblo steel mill on March 3, 1993. This debt is without stated
collateral and is payable over ten years with interest at 9.5 percent. As of
March 31, 1999, the outstanding balance on the debt was $34.7 million, of which
$27.2 million was classified as long-term.

      The Company has uncollateralized and uncommitted revolving lines of credit
with two banks which may be used to support issuance of letters of credit,
foreign exchange contracts and interest rate hedges. At March 31, 1999, $5.8
million was restricted under outstanding letters of credit.

      Camrose maintains a $15 million (Canadian dollars) revolving credit
facility with a bank, the proceeds of which may be used for working capital and
general corporate purposes. The facility is collateralized by substantially all
of the assets of Camrose and borrowings under this facility are limited to an
amount equal to specified percentages of Camrose's eligible trade accounts
receivable and inventories. The facility expires on December 30, 1999. As of
March 31, 1999, Camrose had no outstanding balance under the facility.


                                      -10-
<PAGE>



                            OREGON STEEL MILLS, INC.

      The Company believes that its anticipated needs for working capital and
capital expenditures through 1999 will be met from funds generated by
operations, borrowings pursuant to the Company's Amended Credit Agreement,
which expires on June 11, 1999, or an extension thereof, and future lending
agreements. The Company expects to seek additional financing, which may include
additional bank financing. There is no assurance that such sources of funding
will be available if required or, if available, will be on terms satisfactory 
to the Company. Failure to obtain required funds would delay or prevent some
planned capital expenditure projects from being initiated or completed or could
necessitate changes in production to reduce working capital requirements, which
could have a material adverse effect on the Company. In addition, the Company's
level of indebtedness presents other risks to investors, including the
possibility that the Company and its subsidiaries may be unable to generate 
cash sufficient to pay the principal and interest on their indebtedness when 
due. In the event of a default under the Amended Credit Agreement or the Notes,
or if the Company or its subsidiaries are unable to comply with covenants 
contained in other debt instruments or to pay their indebtedness when due, the
holders of such indebtedness generally will be able to declare all indebtedness
owing to them to be due and payable immediately and, in the case of
collateralized indebtedness, to proceed against their collateral, which would 
likely have a material adverse effect on the Company.

      CAPITAL EXPENDITURES. During the first three months of 1999 the Company
expended approximately $986,000 million (exclusive of capitalized interest) on
capital projects at the RMSM Division and $2.4 million (exclusive of capitalized
interest) on capital projects at the Oregon Steel Division.

      YEAR 2000 ISSUES. As the year 2000 approaches, the Company recognizes the
need to ensure its operations will not be adversely impacted by year 2000
software failures. The Company's approach to the year 2000 issue is discussed
below. The Company necessarily makes certain forward looking statements. There
can be no assurance that actual results will not differ materially from the
projections contained in the forward looking statements. Factors which may cause
actual results to differ materially include, but are not limited to: failure of
Company personnel and outside consultants to properly assess and address the
Company's year 2000 issues; inaccurate or incomplete responses to questionnaires
sent to third parties or inaccurate disclosure to third parties regarding the
year 2000 issue; failure to address the year 2000 issue with all vendors,
including utility vendors; infrastructure failures such as disruptions in the
supply of electricity, gas, water or communications services, or major
institutions, such as the government and banking systems; and failure of the
Company to accurately predict the costs to address the year 2000 issues or the
lost revenues related to interruption in the Company's or its customers'
businesses.

      The Company has identified risks from, among other causes, failure of
internally-developed or purchased software and hardware in its information
technology ("IT") systems, failure of process logic controller (PLC") components
of manufacturing equipment, and business or service interruptions of certain key
customers and suppliers. In mid-1997, the Company began to inventory critical
systems, assess the exposure to year 2000 failures, and replace or remediate IT
and PLC systems as necessary. As of December 31, 1998, the inventory and
assessment of IT and PLC systems was substantially complete, and investments had
been made to replace or remediate critical IT systems and PLCs where there was
an apparent risk of failure at the year 2000. The remaining remediation effort
and testing is expected to continue through the third quarter of 1999. The most
critical business systems have been recently functionally upgraded, or are in
process of upgrade, and concurrently are becoming year 2000 compliant. The
Company is soliciting written confirmations from key suppliers confirming that
they are addressing their year 2000 issues.

      Although the potential effects of IT and PLC systems failures due to the
year 2000 change are not predictable or quantifiable with any certainty, the
Company expects that if a PLC failure occurred, the Company would still be able
to continue its core production processes, although at a reduced rate and
possibly at a substantially increased cost. Similarly, it is anticipated that
any affected IT business systems which failed could be supplemented with manual
and other procedures sufficient to continue operations, although at a reduced
efficiency. In general, the Company's customers and sources of supply are
sufficiently diverse to mitigate the effect on the Company of a supplier or
customer experiencing year 2000 related failures. However, there would be a
material adverse impact on the Company if any of its utility providers were
significantly interrupted. The total cost of preparation for the year 2000 is
expected to be approximately $2 million, of which more than half has been spent
or commited to date. No reserve has been established. The Company's preparations
have not included a specific contingency plan in the event of


                                      -11-
<PAGE>

                            OREGON STEEL MILLS, INC.

systems or supplier failures; however, it is anticipated that by mid 1999 all
critical systems will be remediated and under test internally or by independent
outside verification.


Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      No material changes.

                                      -12-
<PAGE>

                                                         


                            OREGON STEEL MILLS, INC.

PART II  OTHER INFORMATION

Item 1.        Legal Proceedings
               -----------------

               See discussion of labor dispute in Note 6 to the Consolidated
               Financial Statements and incorporated by reference herein.

Item 4.       Submission of Matters to a Vote of Security Holders
              ---------------------------------------------------

              The Annual Meeting of Stockholders of the Company was held on
              April 29, 1999.

              At the meeting, the following nominees were approved by the
              stockholders as Class A directors. The corresponding number of
              votes set opposite their respective names were:

                                                 Withheld Authority    Percent
              Name of Nominee       Yes Votes          to Vote        Voted Yes
              ---------------       ---------    -----------------    ---------

              Stephen P. Reynolds   23,257,921        291,693           98.76
              George J. Stathakis   23,132,306        417,308           98.23
              William Swindells     23,137,802        411,812           98.25


Item 6.       Exhibits and Reports on Form 8-K
              --------------------------------

        (a)   Exhibits
                   27.0     Financial Data Schedule

        (b)   Reports on Form 8-K

              None





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 OREGON STEEL MILLS, INC.




Date:   May 13, 1999                             /s/ Christopher D. Cassard
                                                 ------------------------------
                                                    Christopher D. Cassard
                                                     Corporate Controller
                                                 (Principal Accounting Officer)


                                      -13-