UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON DC 20549

                                    FORM 10-Q/A
                                  AMENDMENT NO. 1

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

For the quarterly period ended        June 30, 2001
                               ------------------------------------------------

                                            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 S.W. Broadway, Suite 2200, Portland, Oregon                97205
-------------------------------------------------------------------------------
     (Address of principal executive office)                     (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 Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                               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 July 26, 2001)



<PAGE>

                            OREGON STEEL MILLS, INC.
                                      INDEX



                                                                           Page
                                                                           ----
PART I.    FINANCIAL  INFORMATION

           Item 1.   Financial Statements

                     Consolidated Balance Sheets (unaudited)
                        June 30, 2001 and December 31, 2000.................. 2

                     Consolidated Statements of Income (unaudited)
                        Three months and six months ended
                        June 30, 2001 and 2000............................... 3

                     Consolidated Statements of Cash Flows (unaudited)
                        Six months ended June 30, 2001 and 2000.............. 4

                     Notes to Consolidated Financial Statements
                        (unaudited) ......................................5 - 9

           Item 2.   Management's Discussion and Analysis of Financial
                        Condition and Results of Operations.............10 - 13

           Item 3.   Quantitative and Qualitative Disclosures
                        about Market Risk....................................13


PART II.   OTHER INFORMATION

           Item 1.   Legal Proceedings ..................................... 14

           Item 6.   Exhibits and Reports on Form 8-K........................14



<PAGE>
<TABLE>


                                      OREGON STEEL MILLS, INC.
                                     CONSOLIDATED BALANCE SHEETS
                                           (In thousands)
                                             (Unaudited)
<CAPTION>

                                                                                     June 30,      December 31,
                                                                                        2001           2000
                                                                                    ----------     ------------
<S>                                                                                 <C>              <C>

                                                       ASSETS
Current assets:
     Cash and cash equivalents                                                       $   6,048       $   3,370
     Trade accounts receivable, net                                                    105,356          91,149
     Inventories                                                                       127,338         129,801
     Deferred tax asset                                                                  7,266           7,266
     Other                                                                               2,507           3,915
                                                                                     ---------       ---------
            Total current assets                                                       248,515         235,501
                                                                                     ---------       ---------

Property, plant and equipment:
     Land and improvements                                                              29,970          29,869
     Buildings                                                                          52,670          50,549
     Machinery and equipment                                                           785,246         778,921
     Construction in progress                                                            6,392          14,607
                                                                                     ---------       ---------
                                                                                       874,278         873,946
     Accumulated depreciation                                                         (307,279)       (290,071)
                                                                                     ---------       ---------
                                                                                       566,999         583,875
                                                                                     ---------       ---------

Costs in excess of net assets acquired, net                                             33,004          33,452
Other assets                                                                            24,982          27,526
                                                                                     ---------       ---------
                                                                                     $ 873,500       $ 880,354
                                                                                     =========       =========


                                                            LIABILITIES
Current liabilities:
     Short-term debt and current portion of long-term debt                           $  89,018       $   8,625
     Accounts payable                                                                   82,252          82,014
     Accrued expenses                                                                   39,428          36,109
                                                                                     ---------       ---------
          Total current liabilities                                                    210,698         126,748

Long-term debt                                                                         238,956         314,356
Deferred employee benefits                                                              23,637          22,630
Environmental liability                                                                 32,577          32,577
Deferred income taxes                                                                   17,853          22,627
                                                                                     ---------       ---------
                                                                                       523,721         518,938
                                                                                     ---------       ---------
Minority interests                                                                      28,521          29,771
                                                                                     ---------       ---------
Contingencies (Note 6)

                                                              STOCKHOLDERS'
                                                                  EQUITY
Common stock                                                                               258             258
Additional paid-in capital                                                             227,584         227,584
Retained earnings                                                                      101,084         111,146
Accumulated other comprehensive income:
    Cumulative foreign currency translation adjustment                                  (7,668)         (7,343)
                                                                                     ---------       ---------
                                                                                       321,258         331,645
                                                                                     ---------       ---------
                                                                                     $ 873,500       $ 880,354
                                                                                     =========       =========
</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 June 30,    Six Months Ended June 30,
                                                    ---------------------------    -------------------------
                                                        2001             2000         2001           2000
                                                     ---------        ---------    ---------       --------
<S>                                                  <C>              <C>          <C>             <C>

Sales                                                $ 190,901        $ 161,785    $ 358,381       $ 326,688
                                                     ---------        ---------    ---------       ---------

Costs and expenses:
     Cost of sales                                     166,631          147,087      326,642         308,589
     Selling, general and administrative
        expenses                                        15,319           13,824       29,113          26,436
     Loss (gain) on sale of assets                           2             (460)          29            (320)
     Profit participation and other incentive
        compensation                                        --              371           44             535
                                                     ---------        ---------    ---------       ---------
                                                       181,952          160,822      355,828         335,240
                                                     ---------        ---------    ---------       ---------
           Operating income (loss)                       8,949              963        2,553          (8,552)
Other income (expense):
     Interest and dividend income                           77               82          184             201
     Interest expense, net                              (8,777)          (8,788)     (17,854)        (17,294)
     Minority interests                                     74              (29)         (27)            418
     Other, net                                             82            2,947          378           3,009
                                                     ---------        ---------    ---------       ---------
           Income (loss) before income taxes               405           (4,825)     (14,766)        (22,218)
Benefit (provision) for income taxes                      (907)           1,817        4,704           8,443
                                                     ---------        ---------    ---------       ---------
           Net loss                                  $    (502)       $  (3,008)   $ (10,062)      $ (13,775)
                                                     =========        =========    =========       =========

Basic and diluted net loss per
    share                                               $(0.02)          $(0.11)      $(0.38)         $(0.52)

Dividends declared per common share                         $-             $.02           $-            $.04

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

</TABLE>


         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)


                                                       Six Months Ended June 30,
                                                       -------------------------
                                                           2001          2000
                                                        ----------   ----------
Cash flows from operating activities:
   Net loss                                             $ (10,062)   $ (13,775)
   Adjustments to reconcile net loss to net cash
     provided by operating activities:
        Depreciation and amortization                      23,008       23,443
        Deferred income tax provision                      (4,774)      (9,164)
        Loss (gain) on disposal of operating and
           non-operating assets                                29       (2,573)
        Other, net                                             27         (486)
        Changes in operating assets and liabilities:
           Trade accounts receivables                     (14,207)      (5,719)
           Inventories                                      2,463        5,255
           Operating liabilities                            4,564       33,427
           Other, net                                       1,408          797
                                                        ---------    ---------
Net cash provided by operating activities                   2,456       31,205
                                                        ---------    ---------

Cash flows from investing activities:
   Additions to property, plant and equipment              (5,736)      (8,553)
   Proceeds from disposal of property and equipment             5        2,945
   Other, net                                               2,530          670
                                                        ---------    ---------
Net cash used by investing activities                      (3,201)      (4,938)
                                                        ---------    ---------

Cash flows from financing activities:
   Proceeds from long-term bank debt                      357,649      124,280
   Payments on long-term debt                            (351,635)    (140,139)
   Borrowings from (repayments on) Canadian revolving
     loan facility, net                                      (990)         743
   Minority share of subsidiary's distribution             (1,276)      (2,739)
   Repurchase of bonds                                         --       (6,750)
   Dividends paid                                              --       (1,031)
                                                        ---------    ---------
Net cash provided (used) by financing activities            3,748      (25,636)
                                                        ---------    ---------

Effects of foreign currency exchange rate changes
   on cash                                                   (325)        (638)
                                                        ---------    ---------

Net increase (decrease) in cash and cash equivalents        2,678           (7)

Cash and cash equivalents at beginning of period            3,370        9,270
                                                        ---------    ---------

Cash and cash equivalents at end of period              $   6,048    $   9,263
                                                        =========    =========

Supplemental disclosures of cash flow information:
   Cash paid for:
          Interest                                      $  16,292    $  16,832
          Income taxes                                  $     273    $   4,023






         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"), which include wholly-owned
     Camrose Pipe Corporation ("CPC"), which through ownership in another
     corporation, holds a 60 percent interest in Camrose Pipe Company
     ("Camrose"); and 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"). The Company also
     directly owns an additional 4.3 percent interest in CF&I. In January 1998,
     CF&I assumed the trade name Rocky Mountain Steel Mills. 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 2000 Annual Report on Form 10-K
     for additional disclosures including a summary of significant accounting
     policies.

     The Financial Accounting Standards Board ("FASB") issued Statement of
     Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" on June 15, 1998, establishing the
     accounting treatment for commercial entities' positions in derivative
     instruments. The Company adopted SFAS No. 133, effective January 1, 2001;
     however, the impact on the Company's consolidated financial position and
     consolidated results of operations was immaterial.

2.   INVENTORIES
     -----------

     Inventories were as follows:
                                           June 30,           December 31,
                                             2001                 2000
                                           --------           ------------
                                                  (In thousands)

     Raw materials                         $  9,617              $ 10,189
     Semi-finished product                   43,327                49,816
     Finished product                        46,971                43,415
     Stores and operating supplies           27,423                26,381
                                           --------              --------
     Total inventory                       $127,338              $129,801
                                           ========              ========



                                      -5-
<PAGE>


3.   NET LOSS PER SHARE
     ------------------

     Basic and diluted net loss per share was as follows:
<TABLE>
<CAPTION>

                                        Three Months Ended June 30,           Six Months Ended June 30,
                                        ---------------------------           -------------------------
                                             2001         2000                   2001          2000
                                           --------    ---------               --------      --------
                                                    (In thousands, except per share amounts)
<S>                                        <C>         <C>                     <C>           <C>

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

Net loss                                   $   (502)   $ (3,008)               $(10,062)     $(13,775)
                                           ========    ========                ========      ========

Basic and diluted net loss per share       $  (0.02)   $  (0.11)               $  (0.38)     $  (0.52)
                                           ========    ========                ========      ========
</TABLE>



4.   COMPREHENSIVE INCOME (LOSS)
     ---------------------------
<TABLE>
<CAPTION>

                                               Three Months Ended June 30,            Six Months Ended June 30,
                                               ---------------------------          ----------------------------
                                                 2001               2000               2001              2000
                                               ---------          --------           --------          ---------
                                                      (In thousands)                       (In thousands)
      <S>                                      <C>                <C>                <C>               <C>

      Net loss                                 $   (502)          $ (3,008)          $(10,062)         $(13,775)
      Foreign currency translation
         adjustment                                 935               (532)              (325)             (638)
                                               --------           --------           --------          --------
      Comprehensive income (loss)              $    433           $ (3,540)          $(10,387)         $(14,413)
                                               ========           ========           ========          ========
</TABLE>

5.   DEBT, FINANCING ARRANGEMENTS, AND LIQUIDITY
     -------------------------------------------

     Debt balances were as follows:
<TABLE>
<CAPTION>


                                                                     June 30,        December 31,
                                                                       2001              2000
                                                                    ---------        ------------
                                                                          (In thousands)
     <S>                                                             <C>                <C>


     11% First Mortgage Notes ("Notes")                              $228,250           $228,250
     Revolving credit facility                                         79,983             69,756
     CF&I acquisition term loan                                        18,949             23,161
     Camrose revolving bank loan                                          792              1,814
                                                                     --------           --------
          Total Debt                                                  327,974            322,981
     Less short-term debt and current portion of long-term debt        89,018              8,625
                                                                     --------           --------
          Non-current portion of long-term debt                      $238,956           $314,356
                                                                     ========           ========
</TABLE>



     The Company has $228.3 million principal amount of Notes due 2003, payable
     to outside parties. 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. Under these restrictions, there
     was no amount available for cash dividends at June 30, 2001.

     The Company maintains a $125 million revolving credit facility, as amended
     effective June 30, 2001 ("Amended Credit Agreement"), which expires April
     30, 2002. The Amended Credit Agreement contains various restrictive
     covenants including minimum consolidated tangible net worth, minimum
     earnings before interest, taxes, depreciation and amortization ("EBITDA")
     coverage ratio, maximum annual capital expenditures, limitations on
     stockholder dividends

                                      -6-
<PAGE>


     and limitations on incurring new or additional debt obligations other than
     borrowings provided by the Amended Credit Agreement.

     The Company is able to draw up to $15 million of the borrowings available
     under the Amended Credit Agreement to support issuance of letters of credit
     and similar contracts. At June 30, 2001, $3.9 million was restricted under
     outstanding letters of credit.

     The Company experienced a net loss for the six months ended June 30, 2001.
     Despite the unfavorable operating results for the period, the Company has
     been able to fulfill its needs for working capital and capital
     expenditures, due in part to its ability to maintain adequate financing
     arrangements. The Company expects that operations will continue for the
     remainder of 2001, with the realization of assets, and discharge of
     liabilities in the ordinary course of business. The Company believes that
     its prospective needs for working capital and capital expenditures will be
     met from cash flows generated by operations and borrowings pursuant to the
     Amended Credit Agreement. If operations are not consistent with
     management's plans, there is no assurance that the amounts from these
     sources will be sufficient for such purposes. In that event, or for other
     reasons, the Company may be required to seek alternative financing
     arrangements. There is no assurance that such sources of financing will be
     available if required or, if available, will be on terms satisfactory to
     the Company.

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.

     In May 2000, the Company entered into a Voluntary Clean-up Agreement with
     the Oregon Department of Environmental Quality ("DEQ") committing it to
     conduct an investigation of whether, and to what extent, past or present
     operations at the Company's steel mill site located in Portland, Oregon
     ("Portland Mill") might have affected sediment quality in the Willamette
     River. The Company has begun preliminary studies related to this
     investigation; however, no conclusive data have been obtained. The Company
     has expended an insignificant amount to date; however, it appears that
     further investigation, with associated costs, will be necessary to complete
     the request. It is not presently possible to estimate the costs associated
     with completion of this investigation.

     In a related manner, in December 2000, the Company received a notice from
     the U.S. Environmental Protection Agency ("EPA"), identifying it, along
     with many other entities, as a potentially responsible party ("PRP") under
     the Comprehensive Environmental Response, Compensation and Liability Act
     with respect to contamination in a portion of the Willamette River that has
     been designated as a Superfund site. As the Portland Mill is located
     downstream from the portion of the river so designated, the Company has
     requested from the EPA evidence with respect to the basis for the potential
     liability. It is not presently possible to determine the costs associated
     with this designation, in the event the Company is unable to demonstrate
     that it is not a PRP.

     In connection with the acquisition of the steel mill located in Pueblo,
     Colorado ("Pueblo Mill"), the Company accrued a liability of $36.7 million
     for environmental remediation related to the prior owner's operations. The
     Company believed this amount 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, and included 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 ("CDPHE") finalized a
     postclosure permit for hazardous waste units at the Pueblo Mill. As part of
     the postclosure permit requirements, CF&I must conduct

                                      -7-
<PAGE>


     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 June 30, 2001, the accrued liability was $32.5 million, of which
     $30.9 million was classified as non-current in the consolidated balance
     sheet.

     The CDPHE inspected the Pueblo Mill in 1999 for possible environmental
     violations, and in the fourth quarter of 1999 issued a Compliance Advisory
     indicating that air quality regulations had been violated, which was
     followed by the filing of a judicial enforcement action ("Action") in the
     first quarter of 2000. Although the Action has not been quantified,
     resolution will likely include payment of penalties and an agreement to
     implement additional pollution controls. The Company has allocated up to $2
     million in capital expenditures to reach resolution with the CDPHE. It is
     not presently possible to determine if further expenditures will be
     necessary to satisfy the liability, if any, associated with the Action.
     In a related matter, on April 27, 2000, the United Steel Workers of America
     ("Union") filed suit in U.S. District Court in Denver, Colorado, asserting
     that the Company had violated the Clean Air Act Amendments of 1990 ("CAA")
     at the Pueblo Mill for a period extending over five years. On July 16,
     2001, the suit was dismissed by the presiding judge. Although the Company
     does not believe that it has an obligation to meet these standards, the
     Union has appealed the decision. If the Union does indeed pursue such legal
     action, and if an adverse determination were to be reached against the
     Company on appeal, it is not presently possible to estimate the liability
     if there is ultimately an adverse determination.

     On April 18, 2001, the Union, along with several environmental activist
     groups, filed suit against the Company under the CAA in U.S District Court
     in Portland, Oregon. The suit alleges that the Company has violated various
     air emission limits and conditions of its operating permits at the Portland
     Mill. The suit seeks injunctive relief and an unspecified amount of civil
     penalties. The Company filed a response to the suit on July 24, 2001,
     disputing many of the suit's allegations. Although the Company believes it
     will prevail, it is not presently possible to estimate the liability if
     there is ultimately an adverse determination.


     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 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, CF&I 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,
     contractors 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. Since that time, vacancies have
     occurred and have been filled by formerly striking employees ("Unreinstated
     Employees"). As of June 30, 2001, approximately 580 Unreinstated Employees
     have either returned to work or have declined CF&I's offer of equivalent
     work. At June 30, 2001, approximately 350 Unreinstated Employees remain
     unreinstated.

     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
     ("NLRA"). CF&I 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 in the
     latter part of 1998 and early 1999, concluding on February 25, 1999. On May
     17, 2000, the Judge rendered a decision upholding certain allegations
     against CF&I. On August 2, 2000, CF&I filed an appeal with the NLRB in
     Washington D.C. The ultimate determination of the 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. 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

                                      -8-
<PAGE>


     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 to other considerations, each
     Unreinstated Employee has a duty to take reasonable steps to mitigate the
     liability for back pay by seeking employment elsewhere that has comparable
     working conditions and compensation. A separate hearing concluded in
     February 2000, with the judge for that hearing rendering a decision on
     August 7, 2000, that certain of the Union's actions undertaken since the
     beginning of the strike did constitute misconduct and violations of certain
     provisions of the NLRA.  Given the inability to either determine the extent
     the adverse and offsetting mitigating factors discussed above will impact
     the liability or to quantify the financial impact of any of these factors,
     it is not presently possible to estimate the liability if there is
     ultimately an adverse determination.

     During the strike by the Union at CF&I, certain bargaining unit employees
     of the Colorado & Wyoming Railway Company ("C&W"), a wholly-owned
     subsidiary of New CF&I, refused to report to work for an extended period of
     time, claiming that concerns for their safety prevented them from crossing
     the picket line. The bargaining unit employees of C&W were not on strike,
     and because the other C&W employees reported to work without incident, C&W
     considered those employees to have quit their employment and, accordingly,
     C&W declined to allow those individuals to return to work. The various
     unions representing those individuals filed claims with C&W asserting that
     C&W had violated certain provisions of the applicable collective bargaining
     agreement, the Federal Railroad Safety Act ("FRSA"), or the Railway Labor
     Act. In all of the claims, the unions demand reinstatement of the former
     employees with their seniority intact, back pay and benefits.

     The United Transportation Union, representing thirty of those former
     employees, asserted that their members were protected under the FRSA and
     pursued their claim before the Public Law Board ("PLB"). A hearing was held
     in November 1999, and the PLB, with one member dissenting, rendered an
     award on January 8, 2001 against C&W, ordering the reinstatement of those
     claimants who intend to return to work for C&W, at their prior seniority,
     with back pay and benefits, net of interim wages earned elsewhere. On
     February 6, 2001, C&W filed a petition for review of that award in the
     District Court for the District of Colorado, and intends to pursue this
     matter through the appropriate United States appellate court, if necessary.
     Given the inability to determine the number of former employees who intend
     to return to work at C&W and the extent to which the adverse and mitigating
     factors discussed above will impact the liability for back pay and
     benefits, it is not presently possible to estimate the liability if there
     is ultimately an adverse determination.

     The Transportation-Communications International Union, Brotherhood Railway
     Carmen Division, representing six of those former employees, asserted that
     their members were protected under the terms of the collective bargaining
     agreement and pursued their claim before a separate PLB. A hearing was
     held in January 2001, and that PLB, with one member dissenting, rendered
     an award on March 14, 2001 against C&W, ordering the reinstatement of
     those claimants who intend to return to work for C&W, at their prior
     seniority, with back pay and benefits, net of interim wages earned
     elsewhere.  While retaining its rights to appeal the decision, C&W is
     seeking to negotiate a settlement with the claimants to settle the back
     pay and benefit liability. C&W anticipates that any such settlement, if
     reached, will not have a material impact on the Company's consolidated
     financial statements.

7.   ELECTRICITY SALES
     -----------------

     Included in sales for the three and six months ended June 30, 2001 is $7.0
     million in electricity sales. During May and June of 2001, the Company sold
     approximately 50 percent of the power load in its melting facility in
     Portland, Oregon back to the local utility under an electricity exchange
     contract that extends from May 1, 2001 through September 30, 2001.


                                      -9-
<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; the supply of imported steel and subsidies provided by
foreign governments to support steel companies domiciled in their countries;
potential equipment malfunction; work stoppages, plant construction and repair
delays, and failure of the Company to accurately predict the impact of lost
revenues associated with interruption of the Company's, its customers' or
suppliers' operations.

     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 Steel, L.P. ("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 June 30,                 Six Months Ended June 30,
                                                   ---------------------------              -----------------------------
                                                      2001               2000                 2001                2000
                                                   ------------        --------             --------            ---------
<S>                                                <C>                 <C>                 <C>                   <C>
Total tonnage sold:
     Oregon Steel Division:
          Plate and Coil                            121,400             206,400             271,700               413,000
          Welded Pipe                                95,900              33,000             153,100                71,800
                                                   --------            --------            --------              --------
               Total Oregon Steel Division          217,300             239,400             424,800               484,800
                                                   --------            --------            --------              --------
     RMSM Division:
          Rail                                       55,500              80,200             110,600               155,200
          Rod and Bar                               100,000              94,600             206,100               189,200
          Seamless Pipe                              37,900                   -              67,100                     -
          Semi-finished                               1,500               2,300               4,200                18,800
                                                   --------            --------            --------              --------
               Total RMSM Division                  194,900             177,100             388,000               363,200
                                                   --------            --------            --------              --------
     Total Company                                  412,200             416,500             812,800               848,000
                                                   ========            ========            ========              ========

Sales (in thousands):
     Oregon Steel Division                         $112,616            $ 98,453            $207,639              $197,660
     RMSM Division                                   78,285              63,332             150,742               129,028
                                                   --------            --------            --------              --------
               Total Company                       $190,901            $161,785            $358,381              $326,688
                                                   ========            ========            ========              ========

Average selling price per ton:
     Oregon Steel Division (FN1)                       $486                $411                $472                  $408
     RMSM Division                                     $402                $358                $389                  $355
               Company Average (FN1)                   $446                $388                $432                  $385

Foot Note 1 - Excludes revenues earned from sales of electricity in the amount of $7 million.

</TABLE>

                                      -10-
<PAGE>



       Sales increased to $190.9 million, or 18.0 percent and to $358.4 million,
or 9.7 percent, for the three and six months ended June 30, 2001, respectively,
over the same periods in 2000. The consolidated average selling prices per ton
for the second quarter of 2001 and the first six months of 2001 were $445 and
$432, respectively, (exclusive of revenues earned from sales of electricity)
compared to consolidated average selling prices per ton of $388 and $385 per
ton, respectively, for the comparable periods of 2000. The increase in both
sales and consolidated average selling price is primarily due to a shift in
product mix from plate and coil products to welded and seamless pipe products,
partially offset by a decrease in shipment of rail products.

       The Company's shipments decreased 1.0 percent to 412,200 tons and 4.2
percent to 812,800 tons in the second quarter of 2001 and in the first six
months of 2001, respectively, from the same periods in 2000. The decrease in
shipments was primarily a result of reduction in shipments of plate products by
the Oregon Steel Division, and rail and semi-finished product shipments by the
RMSM Division, partially offset by increased shipments of welded pipe, seamless
pipe and rod and bar products.

       The Oregon Steel Division shipped 217,300 tons and 424,800 tons of plate,
coil and welded pipe products at an average selling price per ton of $486 and
$472 (exclusive of revenues earned from sales of electricity), for the three and
six months ended June 30, 2001, respectively, compared to 239,400 and 484,800
tons at average selling price per ton of $411 and $408, during the corresponding
2000 periods. The decrease in overall division shipments is primarily due to the
decrease in plate and coil products offset partially by an increase in welded
pipe products. Plate and coil shipments decreased to 121,400 tons and 271,700
tons for the three and six months period ended June 30, 2001, respectively, from
the 206,400 tons and 413,000 tons shipped during the respective periods in 2000.
Lower plate and coil shipments in 2001 is primarily the result of a higher
percentage of plate production being shipped to the division's Napa and Camrose
pipe mills. Another factor contributing to the decrease was the declining demand
for plate product during 2001. Welded pipe shipments increased significantly to
95,900 tons and 153,100 tons for the three and six month period ended June 30,
2001, respectively, compared to 33,000 tons and 71,800 tons shipped during the
respective periods in 2000. The lower level of welded pipe shipments during
2000 resulted from a lack of general market demand for pipe products. Despite
the decrease in total shipments, average selling price per ton increased,
primarily due to a favorable shift in product mix to welded pipe from plate
products. On average, welded pipe products have higher selling prices than
plate and coil products.

      Included in sales for the three and six months ended June 30, 2001 is $7.0
million in electricity sales. During May and June of 2001, the Company sold
approximately 50 percent of the power load in its melting facility in Portland,
Oregon back to the local utility under an electricity exchange contract that
extends from May 1, 2001 through September 30, 2001.

       The RMSM Division shipped 194,900 tons and 388,000 tons of rail, rod,
bar, seamless pipe and semi-finished products at average selling prices per ton
of $402 and $389 for the three and six months ended June 30, 2001, respectively,
compared to 177,100 tons and 363,200 tons at average selling prices per ton of
$358 and $355, respectively, during the corresponding periods in 2000. The
increase in shipments is primarily due to increases in seamless pipe, rod and
bar products, partially offset by decreased shipments of rail and semi-finished
products. Due to adverse market conditions, the division did not ship any
seamless product during most of 2000 until the seamless mill was reopened in
October 2000. Average selling price per ton of the division also increased as a
result of the shift in product mix to seamless pipe, as seamless pipe has the
highest average selling prices per ton of all of the division's products. This
increase is partially offset by decreased average selling prices for the
division's rod, bar and rail products. The division shipped 55,500 tons and
110,600 tons of rail for the three and six months ended June 30, 2001,
respectively, compared to 80,200 and 155,200 tons during the same periods of
2000, primarily due to reduced 2001 customer rail requirements.

      Gross profits for the three and six months ended June 30, 2001 were $24.3
million or 12.7 percent and $31.7 million or 8.9 percent, respectively, compared
to $14.7 million or 9.1 percent and $18.1 million or 5.5 percent, respectively,
for the corresponding 2000 periods. The increase of gross profits for both
periods is primarily due to the increased shipments of and improved
profitability for welded and seamless pipe products. In addition, the sale of
electricity during the second quarter of 2001 contributed to the increase
compared to the same period a year ago. Offsetting these factors were decreased
profitability related in rail products and lower shipment levels for rail and
semi-finished products.

       Selling, general and administrative expenses ("SG&A") increased $1.5
million and $2.7 million for the three and six months ended June 30, 2001,
respectively, from the corresponding 2000 period. These expenses decreased as a
percentage of sales to 8.0 percent in the second quarter of 2001, from 8.5
percent for the corresponding 2000 periods. Percentages of sales remained
consistent at 8.1 percent for the six months period ended June 30, 2001 compared
to the same period in 2000. The

                                      -11-

increase in SG&A expenses is primarily due to increased shipping costs
associated with the increased shipping volume for welded pipe and seamless
pipes, and rod and bar products.

     The Company's effective income tax rate for the six months ended June 30,
2001 was a benefit of 31.9 percent, as compared to 38.0 percent for the
corresponding period in 2000. The effective rate was lower in 2001 primarily due
to an adjustment in the tax treatment of the Company's foreign subsidiary. The
Company revised its estimate of the expected effective tax rate for fiscal year
2001 during the second quarter, resulting in an increase in its provision for
the three months ended June 30, 2001.


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

      At June 30, 2001, the Company's liquidity, comprised of cash, cash
equivalents, and funds available under the revolving credit agreement, amended
effective June 30, 2001 ("Amended Credit Agreement"), totaled approximately
$42.4 million compared to $36.9 million at December 31, 2000.

      Cash flow from operations for the six months ended June 30, 2001 was
$2.5 million compared to $31.2 million in the respective period of 2000. The
major items causing the decrease were a smaller increase in operating
liabilities for 2001 than for 2000 ($28.9 million), a greater increase in net
receivables for 2001 than for 2000 ($8.5 million) and a smaller decrease in
inventory for 2001 than for 2000 ($2.8 million), partially offset by a smaller
effect of deferred taxes and net loss for 2001 than for 2000 ($4.4 million and
$3.7 million, respectively). The Company primarily increased its borrowings to
compensate for the decrease in operating cash flows.

       Net working capital at June 30, 2001 decreased $71 million from $108.8
million at December 31, 2000 to $37.8 million at June 30, 2001, reflecting a $13
million increase in current assets and an $84 million increase in current
liabilities. The increase in current assets was primarily due to increased trade
accounts receivable ($14.2 million), partially offset by decreased inventories
($2.5 million). The increase in current liabilities was primarily due to the
increase in short-term debt and current portion of long-term debt ($80.4
million) as the Company's Amended Credit Agreement will expire in slightly less
than one year. As a consequence, the amount outstanding under the Company's
Amended Credit Agreement, approximately $80 million, was reclassified from
noncurrent to current.

     The Company has outstanding $228.3 million principal amount of Notes due
2003, which bear interest at 11 percent. New CF&I, Inc. and CF&I (collectively,
"Guarantors") guarantee the Notes. 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
does not include, among other things, accounts receivable and inventory. 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. Under
these restrictions, there was no amount available for cash dividends at June 30,
2001.

       The Company maintains an Amended Credit Agreement, which expires on April
30, 2002. The Guarantors guarantee the Amended Credit Agreement. The amount
available is the lesser of $125 million or the sum of the product of the
Company's eligible domestic accounts receivable and inventory balances and
specified advance rates. The Amended Credit Agreement and guarantees are secured
by these assets in addition to a shared security interest in certain equity and
intercompany interests of the Company. Interest on the Amended Credit Agreement
is based on the prime rate plus a margin of 1.25 percent. As of June 30, 2001,
the average interest rate for the Amended Credit Agreement was 7.98 percent. The
unused line fees are .38 percent difference from $125 million and the
amount outstanding, including letters of credit. The Amended Credit Agreement
contains various restrictive covenants including minimum consolidated tangible
net worth, minimum earnings before interest, taxes, depreciation and
amortization coverage ratio, maximum annual capital expenditures, limitations on
stockholder dividends and limitations on incurring new or additional debt
obligations other than provided by the Amended Credit Agreement. The Company
cannot issue cash dividends without prior approval from the lenders. At June 30,
2001, the outstanding balance on the Amended Credit Agreement was approximately
$80 million.


      The Company is able to draw up to $15 million of the borrowings available
under the Amended Credit Agreement to support issuance of letters of credit and
similar contracts. At June 30, 2001, $3.9 million was restricted under
outstanding letters of credit.

       CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of certain assets, principally the Pueblo, Colorado steelmaking and
finishing facilities, from CF&I Steel Corporation. This debt is without stated
collateral and is


                                      -12-
<PAGE>

payable over ten years, bearing interest at 9.5 percent. As of
June 30, 2001, the outstanding balance on the debt was $18.9 million, of which
$9.9 million was classified as long-term.

     Camrose maintains a (CDN) $15 million revolving credit facility with a
Canadian 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 the sum of the product of specified advance rates and Camrose's
eligible trade accounts receivable and inventories. The facility expires
September 12, 2002. At the Company's election, interest is payable based on
either the bank's Canadian dollar prime rate, the bank's U.S. dollar prime rate,
or LIBOR. As of June 30, 2001, the interest rate of this facility was 6.25
percent. Annual commitment fees are .25 percent of the unused portion of the
credit line. At June 30, 2001, the outstanding balance under the credit facility
was $792,000.

      During the first six months of 2001, the Company expended (exclusive of
capital interest) approximately $1.6 million and $3.7 million on capital
projects at the Oregon Steel Division and the RMSM Division, respectively.

      Despite the unfavorable operating results for the six months ended June
30, 2001, the Company has been able to fulfill its needs for working capital and
capital expenditures, due in part on its ability to secure adequate financing
arrangements. The Company expects that operations will continue for the
remainder of 2001, with the realization of assets, and discharge of liabilities
in the ordinary course of business. The Company believes that its anticipated
needs for working capital and capital expenditures through 2001 will be met from
funds generated from operations and borrowings pursuant to the Company's Amended
Credit Agreement. There is no assurance, however, that the amounts from these
sources will be sufficient for such purposes. In that event, or for other
reasons, the Company may be required to seek alternative financing arrangements.
There is no assurance that such sources of financing will be available if
required or, if available, will be on terms satisfactory to the Company. 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 of and interest on their indebtedness when due.
In that event, the holders of such indebtedness may be able to declare all
indebtedness owing to them to be due and payable immediately, and to proceed
against their collateral, if applicable. These actions would likely have a
material adverse effect on the Company.




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      No material changes.


                                      -13-
<PAGE>



                            OREGON STEEL MILLS, INC.


PART II  OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

      See Part 1, "Consolidated Financial Statements - Note 6, Contingencies"
for discussion of status of the environmental lawsuits filed by the United
Steelworkers of America against the Company.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
       (a)      Exhibits
                10.1  Amendment No. 1 to Credit Agreement dated effective
                      June 30, 2001, among Oregon Steel Mills, Inc. as borrower,
                      New CF&I, Inc. and CF&I Steel, L.P., as Guarantors,
                      various financial institutions as Lenders, and the Agent
                      for the lenders.  Portions of this exhibit have been
                      omitted pursuant to a confidential treatment request.
                      (Filed as Exhibit 10.1 to Form 10-Q, dated June 30, 2001,
                      and incorporated by reference herein.)


       (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:   August 15, 2001                             /s/ Jeff S. Stewart
                                               -------------------------------
                                                       Jeff S. Stewart
                                                    Corporate Controller
                                                (Principal Accounting Officer)

                                      -14-