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        September 30, 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 October 31, 1999)



<PAGE>






                            OREGON STEEL MILLS, INC.

                                      INDEX

                                                                           Page
                                                                           ----

PART I.  FINANCIAL  INFORMATION

         Item 1.   Financial Statements

                   Consolidated Balance Sheets
                      September 30, 1999 (unaudited)
                      and December 31, 1998...................................2

                   Consolidated Statements of Income (unaudited)
                      Three months and nine months ended
                      September 30, 1999 and 1998 ............................3

                   Consolidated Statements of Cash Flows (unaudited)
                      Nine months ended September 30, 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

PART II. OTHER INFORMATION

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

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


                                      -1-
<PAGE>

PART I   FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

<TABLE>



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

<CAPTION>

                                                                September 30,   December 31,
                                                                    1999            1998
                                                                -------------   ------------
                                                                 (Unaudited)
<S>                                                              <C>          <C>


                                               ASSETS
Current assets:

     Cash and cash equivalents                                   $     681    $   9,044
     Trade accounts receivable, net                                 56,894       67,254
     Inventories                                                   161,891      196,279
     Deferred tax assets                                            13,593       13,593
     Other                                                           7,224        6,595
                                                                 ---------    ---------
            Total current assets                                   240,283      292,765
                                                                 ---------    ---------

Property, plant and equipment:

     Land and improvements                                          28,924       28,811
     Buildings                                                      50,106       49,387
     Machinery and equipment                                       760,173      749,597
     Construction in progress                                       15,387       16,329
                                                                 ---------    ---------
                                                                   854,590      844,124
     Accumulated depreciation                                     (238,112)    (205,515)
                                                                 ---------    ---------
                                                                   616,478      638,609
                                                                 ---------    ---------
Excess of cost over net assets acquired                             34,759       35,508
Other assets                                                        28,430       27,088
                                                                 ---------    ---------
            Total Assets                                         $ 919,950    $ 993,970
                                                                 =========    =========

                                         LIABILITIES
Current liabilities:

     Current portion of long-term debt                           $   7,861    $   7,164
     Short-term debt                                                    --       93,700
     Accounts payable                                               74,802      106,084
     Accrued expenses                                               47,924       45,568
                                                                 ---------    ---------
          Total current liabilities                                130,587      252,516
Long-term debt                                                     302,861      270,440
Deferred employee benefits                                          21,173       20,427
Environmental liability                                             32,644       32,765
Deferred income taxes                                               44,367       36,415
                                                                 ---------    ---------
                                                                   531,632      612,563
                                                                 ---------    ---------
Minority interests                                                  30,775       36,290
                                                                 ---------    ---------
Contingencies (Note 6)

                                       STOCKHOLDERS' EQUITY

Common stock                                                           258          258
Additional paid-in capital                                         227,584      227,584
Retained earnings                                                  136,586      125,479
Accumulated other comprehensive income                              (6,885)      (8,204)
                                                                 ---------    ---------
                                                                   357,543      345,117
                                                                 ---------    ---------
          Total Liabilities and Stockholders' Equity             $ 919,950    $ 993,970
                                                                 =========    =========

</TABLE>

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

                                      -2-
<PAGE>
<TABLE>


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

                                                Three Months Ended            Nine Months Ended
                                                   September 30,                September 30,
                                           --------------------------    --------------------------
                                                1999           1998           1999           1998
                                           ------------   -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>

Sales                                      $   205,879    $   255,187    $   634,852    $   707,739
Costs and expenses:
     Cost of sales                             168,346        218,347        528,813        615,982
     Settlement of litigation                   (1,324)        (7,037)        (7,027)        (7,037)
     Gain on sale of assets                         --             --             --         (4,746)
     Selling, general and
        administrative expenses                 13,250         14,346         41,441         41,783
     Profit participation                        4,220          1,685         10,056          2,408
                                           -----------    -----------    -----------    -----------

           Operating income                     21,387         27,846         61,569         59,349
Other income (expense):
     Interest and dividend income                   92            170            181            328
     Interest expense                           (8,651)        (9,855)       (27,134)       (29,043)
     Minority interests                            366         (2,122)           253         (4,581)
     Other, net                                    278            251            803            488
                                           -----------    -----------    -----------    -----------

           Income before income taxes           13,472         16,290         35,672         26,541
Income tax expense                              (5,192)        (6,302)       (13,738)       (10,111)
                                           -----------    -----------    -----------    -----------

           Net income                      $     8,280    $     9,988    $    21,934    $    16,430
                                           ===========    ===========    ===========    ===========

Basic and diluted net income per
   share                                          $.31           $.38           $.83           $.62

Dividends declared per common share               $.14           $.14           $.42           $.42

Weighted average common shares
   and common share equivalents
   outstanding                                  26,375         26,375         26,375         26,366

Tonnage sold                                   428,200        471,500      1,291,400      1,292,700

</TABLE>

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

                                      -3-
<PAGE>
<TABLE>


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

                                                                         Nine Months Ended September 30,
                                                                         -------------------------------
                                                                              1999              1998
                                                                         ------------     --------------
<S>                                                                        <C>              <C>

Cash flows from operating activities:

   Net income                                                              $  21,934        $  16,430
   Adjustments to reconcile net income to net
      cash provided by operating activities:

          Depreciation and amortization                                       32,611           32,499
          Deferred income tax provision                                        7,952            9,745
          Gain on disposal of property, plant and equipment                        -           (4,501)
          Minority interests' share of income (loss)                            (253)           4,581
          Other, net                                                             (77)          (1,725)
          Changes in current assets and liabilities                           15,939          (16,758)
                                                                           ---------        ---------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                     78,106           40,271
                                                                           ---------        ---------

Cash flows from investing activities:

     Additions to property, plant and equipment                               (9,742)         (21,324)
     Proceeds from sale of property, plant and equipment                          --            4,834
     Other, net                                                               (1,375)            (624)
                                                                            ---------        --------
NET CASH USED BY INVESTING ACTIVITIES                                        (11,117)         (17,114)
                                                                           ---------         --------

Cash flows from financing activities:
     Net borrowings under Canadian bank revolving loan                         7,158            8,695
     Proceeds from long-term debt                                            299,700          312,600
     Payments on long-term debt                                             (367,764)        (324,573)
     Dividends paid                                                          (10,827)         (10,826)
     Minority portion of subsidiary's distribution                            (5,262)              --
     Other, net                                                                  324             (324)
                                                                           ---------        ---------
NET CASH USED BY FINANCING ACTIVITIES                                        (76,671)         (14,428)
                                                                           ---------        ---------

Effects of foreign currency exchange rate changes on cash                      1,319             (329)
                                                                           ---------        ---------

Net increase (decrease) in cash and cash equivalents                          (8,363)           8,400
Cash and cash equivalents at beginning of period                               9,044              570
                                                                           ---------        ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $     681        $   8,970
                                                                           =========        =========

Supplemental disclosures of cash flow information:
    Cash paid for:
          Interest                                                         $  20,990        $  23,782
          Income taxes                                                     $   5,124        $     562

 NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES:

Property, plant and equipment acquisitions in accounts payable             $      --        $  13,279


</TABLE>

         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:

                                               September 30,     December 31,
                                                   1999              1998
                                               -------------     ------------
                                                        (In thousands)

     Raw materials                                 $ 11,195         $ 16,842
     Semifinished product                            79,441           93,747
     Finished product                                44,869           60,290
     Stores and operating supplies                   26,386           25,400
                                                   --------         --------
         Total inventory                           $161,891         $196,279
                                                   ========         ========

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

     On October 28, 1999, the Board of Directors declared a quarterly cash
     dividend of 14 cents per share to be paid November 30, 1999, to
     stockholders of record as of November 12, 1999.

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

     Basic and diluted net income per share was as follows (in thousands, except
     per share amounts):

                                          Three Months Ended  Nine Months Ended
                                             September 30,      September 30,
                                          ------------------  -----------------
                                            1999      1998       1999     1998
                                          --------   -------   --------  ------

     Weighted average number of
          common shares outstanding        25,777    25,777    25,777    25,768
     Shares of common stock to be
          issued March 2003                   598       598       598       598
                                           ------    ------    ------    ------
                                           26,375    26,375    26,375    26,366
                                           ======    ======    ======    ======

     Net income                            $8,280   $ 9,988   $21,934   $16,430
                                           ======   =======   =======   =======
     Basic and diluted net ncome
          per share                        $  .31   $   .38   $   .83   $   .62
                                           ======   =======   =======   =======

                                      -5-
<PAGE>



5.   Comprehensive Income
     --------------------
<TABLE>
     Comprehensive income was as follows (in thousands):
<CAPTION>

                                                Three Months Ended                  Nine Months Ended
                                                   September 30,                       September 30,
                                              ----------------------            -------------------------
                                                 1999         1998                1999            1998
                                              ---------     --------            -------         ---------
     <S>                                      <C>           <C>                 <C>              <C>

     Net income                               $8,280        $ 9,988             $21,934          $16,430
     Foreign currency translation
        adjustment                               (79)        (1,678)              1,319           (2,650)
                                              ------        -------             -------          -------
     Comprehensive income                     $8,201        $ 8,310             $23,253          $13,780
                                              ======        =======             =======          =======
</TABLE>


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 suggests different remediation methods or periods may be required and
     affect the total cost. The best estimate of the probable cost within a
     range is recorded; however, 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 subsidiary, New CF&I, Inc. owns a majority
     interest in CF&I Steel, L.P. ("CF&I") which owns a steel mill in Pueblo,
     Colorado ("Pueblo Mill"). In January 1998, CF&I assumed the trade name of
     Rocky Mountain Steel Mills.  In connection with the 1993 acquisition of
     the assets of CF&I, the Company recorded 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 million to $43.6
     million. The Company's estimate of this liability was based on two separate
     remediation investigations conducted by independent environmental
     engineering consultants. The liability 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 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 mandated that the schedule for corrective action could be
     accelerated if new data indicated a greater threat existed to the
     environment than was presently believed to exist. At September 30, 1999,
     the accrued liability was $32.8 million, of which $30.9 million was
     classified as non-current 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 September 1999,
     118 former striking employees had returned to work as a result of their
     unconditional offer. Approximately 690 former striking workers remain
     unreinstated ("Unreinstated Employees").


                                      -6-
<PAGE>
     On February 27, 1998 the Regional Director of the National Labor Relations
     Board's ("NLRB")Denver office issued a complaint against CF&I alleging
     violations of several  provisions of the National Labor Relations Act
     ("NLRA").  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 ("Judge").  Testimony and other evidence were presented at various
     sessions held in the latter part of 1998 and early 1999, concluding on
     February 25, 1999.  The Judge will render a decision that is automatically
     subject to appeal by either party to the NLRB in Washington, D.C.  Among
     the items pending in the litigation is CF&I's motion asserting that the
     Judge should consider the Union's alleged NLRA violations and that the
     alleged misconduct should invalidate the Unreinstated Employees' right to
     reinstatement.  The ultimate determination of those issues may require a
     ruling from the appropriate United States appellate court. In the event
     there is an adverse determination of these issues, Unreinstated  Employees
     could be entitled to back pay, including benefits, 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 pay would probably be limited to the number of
     past and present replacement workers; however, the Union might assert that
     all Unreinstated Employees should be entitled to back pay.  Back pay is
     generally determined 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 strike by the Union at CF&I, 39 bargaining unit
     employees of the Colorado & Wyoming Railway Company ("C&W"), a wholly-owned
     subsidiary of New CF&I, Inc. that 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 considered these
     employees to have quit their employment and, accordingly, C&W declined to
     allow those individuals to return to work. The unions representing these
     individuals have filed lawsuits in the U.S. District Court of Colorado
     against C&W claiming their 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 unions
     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 that would  result
     from an adverse legal or arbitration decision.

 7.   Settlement of Litigation
     ------------------------

     The Company credited operating income $1.3 million and $7 million for the
     three months and nine months ended September 30, 1999, respectively, from
     the settlement of outstanding litigated claims with certain graphite
     electrode suppliers. A settlement of similar claims totaled $7 million for
     the comparable periods in 1998.

                                      -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; plant
construction and repair delays, and failure of the Company to accurately predict
the costs to address year 2000 issues or the lost revenues associated with
interruption of the Company's, its customers' or suppliers' operations.

     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").  CF&I assumed the trade name
Rocky Mountain Steel Mills in January 1998.  The Company also owns a 4.3
percent interest in CF&I separate from New CF&I's interest.

     The Company is organized into two business units known as the Oregon Steel
Division and the Rocky Mountain Steel Mills ("RMSM") Division. The Oregon Steel
Division is centered on the Company's steel plate minimill in Portland, Oregon
("Portland Mill").  In addition to the Portland 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:
<TABLE>
<CAPTION>

                                                        Three Months Ended                    Nine Months Ended
                                                           September 30,                         September 30,
                                                       ---------------------            --------------------------
                                                          1999        1998                 1999             1998
                                                       --------     --------            ---------        ---------
  <S>                                                   <C>          <C>                <C>              <C>

  Total tonnage sold:
       Oregon Steel Division:

            Plate and coil                              119,800      113,300              320,800          255,600
            Welded pipe                                 127,000      134,800              398,900          367,900
                                                        -------      -------            ---------        ---------
                 Total Oregon Steel Division            246,800      248,100              719,700          623,500
                                                        -------      -------            ---------        ---------
       RMSM Division:
            Rail                                         71,300      121,400              240,000          304,400
            Rod and Bar                                 105,300       82,000              305,800          267,200
            Seamless Pipe                                 1,900       19,400               18,000           62,500
            Semifinished                                  2,900          600                7,900           35,100
                                                        -------      -------            ---------        ---------
                 Total RMSM Division                    181,400      223,400              571,700          669,200
                                                        -------      -------            ---------        ---------
       Total                                            428,200      471,500            1,291,400        1,292,700
                                                        =======      =======            =========        =========

  Sales (in thousands):

       Oregon Steel Division                           $145,105     $160,421             $438,120         $423,897
       RMSM Division                                     60,774       94,766              196,732          283,842
                                                       --------     --------             --------         --------
                 Total                                 $205,879     $255,187             $634,852         $707,739
                                                       ========     ========             ========         ========

  Average selling price per ton:

       Oregon Steel Division                               $588         $647                 $609             $680
       RMSM Division                                       $335         $424                 $344             $424
                 Average                                   $481         $541                 $492             $547

</TABLE>

                                      -8-
<PAGE>



                            OREGON STEEL MILLS, INC.

      Sales decreased 19.3 percent to $205.9 million in the third quarter of
1999 and decreased 10.3 percent to $634.9 million for the first nine months of
1999, compared to the corresponding 1998 periods. Shipments decreased 9.2
percent to 428,200 tons in the third quarter of 1999 compared to the
corresponding period in 1998, but were substantially the same as the first nine
months of 1998 at approximately 1.3 million tons for the corresponding 1999
period. The decreases in sales and shipments in the third quarter of 1999 were
primarily due to reduced shipments of rail and seamless pipe products from the
RMSM Division, offset in part by increased shipments of plate produced by the
Oregon Steel Division and rod and bar products shipped from the RMSM Division.

      The consolidated average selling price decreased $60 to $481 per ton for
the third quarter of 1999 and decreased $55 to $492 per ton for the first nine
months of 1999, compared to the corresponding 1998 periods. The decrease in
consolidated average selling price was primarily due to reduced average selling
prices for plate, coil, rod and rail, and decreased shipments of rail and
seamless pipe as a percentage of total shipments.

      The Oregon Steel Division shipped 246,800 and 719,700 tons of plate, coil
and welded pipe products at an average selling price of $588 and $609 per ton
for the three month and nine month periods ended September 30, 1999,
respectively, compared to 248,100 and 623,500 tons of product at an average
selling price of $647 and $680 per ton, respectively, during the corresponding
1998 periods. The decline in average selling price of 9.1 percent and 10.4
percent for the three month and nine month periods, respectively, results
primarily from lower commodity plate prices, which continue to be impacted by
the effects of the high levels of imported plate. Average plate pricing has
declined $90 per ton, or approximately 18.1 percent since the third quarter of
1998. Welded pipe shipments from the Napa and Camrose pipe mills totaled 127,000
and 398,900 tons in the three month and nine month periods ended September 30,
1999, respectively, compared to 134,800 and 367,900 tons in the corresponding
1998 periods. The decrease in pipe shipments during the third quarter of 1999 is
primarily a result of reduced shipments of large diameter and electric
resistance weld (ERW) pipe from the Camrose pipe mill.  A downturn in demand
led to the shutdown of the Camrose pipe mill that began in the second quarter of
1999 and continued until midway through the third quarter, when the mill resumed
operations.  The decrease was nearly offset for the three months and completely
offset for the nine months by increased shipments from the Napa pipe mill in
connection with the Alliance Pipeline project.  All remaining orders under the
Alliance contract are expected to be filled in the fourth quarter of 1999, and
the Napa pipe mill does not currently have orders for another line pipe project
of a similar size.

      The RMSM Division shipped 181,400 and 571,700 tons at an average selling
price of $335 and $344 per ton during the three month and nine month periods
ended September 30, 1999, respectively, compared to 223,400 and 669,200 tons of
product at an average selling price of $424 per ton during the corresponding
periods in 1998. Seamless pipe shipments decreased to 1,900 and 18,000 tons for
the three and nine month periods ended September 30, 1999, respectively, from
19,400 and 62,500 tons for the corresponding 1998 periods. The division ceased
production at its seamless mill during the second quarter of 1999 due to adverse
market conditions caused in large part by a lack of drilling activity and a
decrease in U.S. rig counts. There are no immediate plans to reopen the mill.
Rail shipments decreased to 71,300 and 240,000 tons for the three month and nine
month periods ended September 30, 1999, respectively, compared to 121,400 and
304,400 tons for the corresponding 1998 periods. The overall domestic rail
market has declined approximately 30 percent from the level experienced in 1998.
The decrease in average selling price was primarily due to reduced average
selling prices in rail and rod and the closure of the seamless mill with a
resulting shift in product mix. Lower priced rod and bar products represented
58.0 percent and 53.5 percent of the shipments for the three month and nine
month periods ended September 30, 1999, respectively, while seamless pipe,
generally the highest priced product among the product lines at RMSM, accounted
for 1.0 percent and 3.1 percent of shipments for the same periods. For the
corresponding periods in 1998, rod and bar products accounted for 36.7 percent
and 39.9 percent of shipments, respectively, while seamless pipe accounted for
8.7 percent and 9.3 percent of shipments, respectively.

                                      -9-
<PAGE>


                            OREGON STEEL MILLS, INC.

      Gross profit for the three month and nine month periods ended September
30, 1999 was 18.2 percent and 16.7 percent, respectively, compared to 14.4
percent and 13.0 percent for the corresponding 1998 periods. Gross profit was
favorably affected by higher shipments of welded pipe and lower manufacturing
costs for plate and welded pipe products, due in part to improved production
from the steckel plate rolling mill ("Combination Mill") at the Portland Mill,
which was brought online at the beginning of 1998. During the three and nine
month periods ended September 30, 1999, the Combination Mill produced for the
Division's trade plate and coil customers and its Napa and Camrose pipe mills
218,700 and 615,800 tons, respectively, compared to 187,200 and 488,100 tons
produced in the corresponding 1998 periods. The favorable costs for plate and
welded pipe were partially offset by the lower average selling prices noted
previously, by losses in the seamless pipe business in 1999, and by the
subsequent shutdown and severance costs incurred in the temporary closure of the
seamless pipe mill.

       The financial performance of the Company for the fourth quarter of 1999
will be negatively impacted by continued reduced rail shipments and depressed
pricing in plate and rod products.  In addition, the financial performance for
the fourth quarter of 1999 and the first six months of 2000 is expected to be
negatively impacted by a significant reduction in shipments of large diameter
welded pipe products manufactured by the Napa pipe mill as a result of the
completion of the Alliance Pipeline contract.  As a consequence, in order for
the Company to continue to operate its Combination Mill at capacity, the Company
will seek to sell more plate and coil products than it has historically done in
the past.  In the current plate and coil pricing environment, the margins on
plate and coil are, on average, lower and in some cases significantly lower,
than the margins realized on large diameter welded pipe products.  In addition
as a result of these reduced pipe shipments, the Company anticipates that in the
near term, a majority of the workforce at the Napa pipe mill will either be laid
off or work reduced hours as part of a job-sharing program.  The Company does
anticipate that, in the near term, the average costs of its raw materials will
remain at current levels and partially offset negative pricing factors.

       The Company recorded $1.3 million and $7.0 million gains for the three
months and nine months ended September 30, 1999, from litigation settlements
with various graphite electrode suppliers. A settlement of similar claims
totaled $7.0 million for the comparable periods in 1998.

       Selling, general and administrative expenses for the three and nine month
periods ended September 30, 1999 decreased $1.1 million and $342,000,
respectively, from the corresponding 1998 periods, but increased as a percentage
of sales from 5.6 percent and 5.9 percent in the three and nine month periods
ended September 30, 1998, to 6.4 percent and 6.5 percent for the corresponding
1999 periods. The percentage increase was primarily due to the decrease in sales
revenue exceeding the corresponding declines in volume of product shipped.

      Profit participation expense was $4.2 million and $10.1 million for the
three and nine month periods ended September 30, 1999, compared to $1.7 million
and $2.4 million for the corresponding 1998 periods, reflecting the increased
operating profitability of the Oregon Steel Division in 1999.

      Total interest cost for the three month and nine month periods ended
September 30, 1999 was $8.9 million and $27.9 million, respectively, compared to
$10.1 million and $29.9 million for the corresponding 1998 periods. The lower
interest cost is primarily the result of a net reduction in debt principal.
Capitalized interest for the three month and nine month periods ended September
30, 1999 was $237,000 and $787,000, respectively, compared to $257,000 and
$892,000 for the corresponding 1998 periods.

      The Company's effective income tax rate was 38.5 percent for the three and
nine month periods ended September 30, 1999, compared to 38.7 percent and 38.1
percent for the corresponding 1998 periods.

                                      -10-
<PAGE>


                            OREGON STEEL MILLS, INC.

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

      Cash flow from operations for the nine months ended September 30, 1999 was
$78.1 million compared to $40.3 million in the corresponding 1998 period. The
major items affecting this $37.8 million increase were increased net income
($5.5 million), and decreases in accounts receivable and inventories in 1999
versus increases in 1998 ($46.5 million and $39.1 million, respectively). The
increase in cash provided by these changes was partially offset by an increase
in accounts payable in 1998 versus a decrease in 1999 ($48.1 million) and a
realization of income tax deposits in 1998 that exceeded the amount realized in
1999 ($7.0 million).

      Net working capital at September 30, 1999 increased $69.4 million compared
to December 31, 1998 reflecting a $121.9 million decrease in current liabilities
offset by a $52.5 million decrease in current assets. The decrease in current
liabilities was primarily due to the refinancing of the Company's operating
credit facility which resulted in the amounts outstanding under the facility
being classified as long-term debt, and a decreased accounts payable balance
related to decreased inventory levels. The decrease in current assets was
primarily due to decreased accounts receivable and inventories related to the
lower sales and improved production efficiency in the third quarter of 1999
versus the fourth quarter of 1998.

     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
(collectively "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.

     During the second quarter of 1999, the Company entered into a $125 million
revolving credit facility ("Credit Agreement") which expires June 11, 2002, and
may be drawn upon based on the Company's accounts receivable and inventory
balances. The Credit Agreement is collateralized by substantially all of the
Company's domestic inventories and accounts receivable and is guaranteed by the
Guarantors. The 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 September 30, 1999, $32.8
million was outstanding under the Credit Agreement.

      CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of the Pueblo steel mill. This debt is without stated collateral and is
payable over ten years with interest at 9.5 percent. As of September 30, 1999,
the outstanding balance on the debt was $31.0 million, of which $23.2 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 September 30, 1999, $3.8
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 is to expire on December 30, 1999;
however, the lender has agreed in principle to extend the facility for three
years. As of September 30, 1999, Camrose had $11.9 million outstanding under the
facility.

      The Company anticipates that its needs for working capital and capital
expenditures through 1999 will be met from existing cash balances, funds
generated from operations and available borrowings under the Credit Agreement.
There is no assurance, however, that the amounts available from these sources
will be sufficient

                                      -11-
<PAGE>
                           OREGON STEEL MILLS, INC.


for such purposes.  In that event, or for other reasons, the Company may be
required  to seek  additional  financing,  which  may  include  additional  bank
financing.  There is no guarantee that such sources of funding will be available
if required or, if available, will be on terms satisfactory to the Company.

      CAPITAL EXPENDITURES. During the first nine months of 1999 the Company
expended approximately $6.7 million (exclusive of capitalized interest) on
capital projects at the Oregon Steel Division and $2.3 million (exclusive of
capitalized interest) on capital projects at the RMSM 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 the interruption in the Company's, its customers' or
suppliers' 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 were 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. All remaining remediation
efforts were completed by the third quarter of 1999, and it is anticipated that
all testing, including external review of testing, and documentation will be
completed by the middle of the fourth quarter of 1999. The most critical
business systems have been functionally upgraded or replaced, and concurrently
were made to be year 2000 compliant. The Company has solicited written
confirmations from key business partners confirming that they have addressed or
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 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 could be a
substantial 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 substantially all has been
spent or committed to date. The Company's preparations have not included a
specific contingency plan in the event of systems or supplier failures, however,
all critical systems have been remediated, if necessary, and it is expected that
all such systems will have been tested internally or otherwise verified by the
middle of the fourth quarter 1999.

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           No material changes.


                                      -12-

<PAGE>


                            OREGON STEEL MILLS, INC.

PART II  OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

        (a)   Exhibits

                    3.2    Bylaws of the Company.

                   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:  November 15, 1999                 /s/ Christopher D. Cassard
                                         -------------------------------
                                            Christopher D. Cassard
                                             Corporate Controller
                                         (Principal Accounting Officer)


                                      -13-