UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2002

( ) 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 0-2389

ROANOKE ELECTRIC STEEL CORPORATION
(Exact name of Registrant as specified in its charter)

Virginia 54-0585263

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

P.O. Box 13948, Roanoke, Virginia 24038-3948

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (540) 342-1831

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, No Par Value
(Title of class)

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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (x)

State the aggregate market value of the voting stock held by nonaffiliates of the Registrant.

Aggregate market value at December 31, 2002: $95,345,743

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of December 31, 2002.

10,942,813 Shares outstanding

Portions of the following documents are incorporated by reference:

(1) 2002 Annual Report to Stockholders in Parts II, III and IV.

(2) Proxy Statement dated December 20, 2002 in Part III.

PART I

ITEM 1. BUSINESS

(a) General Development of Business.

During the fiscal year ended October 31, 2002, the Registrant continued for the most part to operate its business as it has the past four years by manufacturing merchant steel bar products, fabricating open-web steel joists and concrete reinforcing steel, and extracting scrap steel and other materials from junked automobiles. Roanoke Technical Treatment & Services, Inc., a Roanoke, Virginia subsidiary, was formed in 1990 to license a process for the treatment of electric arc furnace dust, but the opportunity never materialized. During fiscal year 1994, the Registrant's auto shredding subsidiary, Shredded Products Corporation, completed construction of a facility in Rocky Mount, Virginia, and in November 1994 began operations at this locality, at a total investment in excess of $8,000,000 for plant and equipment. This facility, with its own landfill, is providing considerab le savings in waste disposal costs. In addition, cost savings and better metal recoveries are being achieved through the use of the more technologically advanced equipment.

During the later part of 1996, the Registrant, at its main plant, completed the installation of a new ladle refining furnace and the upgrade of an electric arc furnace, for approximately $17,000,000. With this new state-of-the-art equipment in operation, the Registrant has increased raw steel production, improved quality, reduced production costs and improved operating efficiencies. In January 1996, Socar, Incorporated , a South Carolina subsidiary, sold its long-time idle plant in Bucyrus, Ohio to the unaffiliated manufacturer who had been leasing the facility for several years under a lease-purchase agreement, for a final settlement price of $130,000.

On December 16, 1998, the Registrant acquired all of the outstanding common shares of Steel of West Virginia, Inc. ("SWVA"), a Huntington, West Virginia steel manufacturer, for approximately $117.1 million, including the assumption of approximately $52.3 million of indebtedness. Upon merger, SWVA became a wholly-owned subsidiary of Roanoke Electric Steel Corporation. On the date of acquisition the Registrant closed on secured credit facilities, which included a $150,000,000 seven year term loan, with a syndicate of four banks. The term loan was used to purchase all of the outstanding capital stock of SWVA, and refinance both the existing term debt of the Registrant and most of SWVA's bank debt assumed through the merger. SWVA operates a mini-mill in Huntington, West Virginia, and steel fabrication facilities in Huntington and Memphis, Tennessee, while custom designing and manufacturing special steel products principally for use in the construction of truck trailers, industrial lift trucks, off-highway construction equipment (such as bulldozers and graders), manufactured housing, guardrail posts and mining equipment. The Registrant and SWVA do not generally compete as regards customers and products. The acquisition was accounted for as a purchase. Accordingly, the results of operations and cash flows were reflected in the consolidated financial statements from the date of acquisition, and the acquired assets and liabilities were included in the 1999 consolidated balance sheet at values based on a purchase price allocation, rendered through appraisals and other evaluations.

The other subsidiaries of the Registrant, John W. Hancock, Jr., Inc. and RESCO Steel Products Corporation, have had no material changes in operations or in the mode of conducting their business for the past five years. John W. Hancock, Jr. founded both the Hancock joist subsidiary and its parent, Roanoke Electric Steel Corporation, and served on the Registrant's Board of Directors as Chairman of the Executive Committee until his death in March 1994.

(b) Financial Information about Industry Segments.

The Registrant's business consists of one industry segment or line of business, which is the extracting of scrap metal from discarded automobiles and the manufacturing, fabricating and marketing of merchant steel bar products and specialty steel sections, reinforcing bars, open-web steel joists and billets. The industry segment consists of three classes of products - merchant steel products and specialty steel sections, fabricated bar joists and reinforcing bars and billets.

FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS
AND CLASSES OF PRODUCTS OR SERVICES

	2002	2001	2000
Sales to Unaffiliated Customers:
Merchant Steel and Specialty
Steel Sections	$172,654,655	$190,631,577	$228,202,644
Bar Joists and Rebar	73,575,373	101,985,847	122,549,851
Billets	17,543,681	15,057,181	21,975,613
Total Consolidated Sales	$263,773,709	$307,674,605	$372,728,108
Net Earnings (Loss) from Operations	$(6,008,897)	$1,348,022	$14,061,449
Identifiable Assets	$289,717,573	$316,886,778	$339,678,909

(1) (i) The Registrant manufactures merchant steel products consisting of Angles, Plain Rounds, Flats, Channels and Reinforcing Bars of various lengths and sizes. The principal markets for the Registrant's products are steel fabricators and steel service centers. The products are distributed directly to customers from orders solicited by a paid sales staff of the Registrant.

The Registrant's subsidiary, Shredded Products Corporation, is involved in the extraction of scrap iron and steel and other metals from junked automobiles and other waste materials. Almost all of the ferrous material is used by the Parent as raw materials. The non-ferrous metals are sold to unrelated purchasers.

Two other subsidiaries, John W. Hancock, Jr., Inc. and Socar, Incorporated, are engaged in the manufacturing of long- and short-span steel joists. Joists are open-web steel horizontal supports for floors and roofs, used primarily in the construction of commercial and industrial buildings such as shopping centers, factories, warehouses, hospitals, schools, office buildings, nursing homes, and the like. Joists are cheaper and lighter than structural steel or reinforced concrete. The joists are distributed by these subsidiaries to their customers from orders solicited by manufacturer's representatives and pursuant to successful bids placed directly by the subsidiaries.

The Registrant's subsidiary, RESCO Steel Products Corporation, fabricates concrete reinforcing steel by cutting and bending rebars to contractors' specifications. The rebars are distributed to contractors from orders solicited by a paid sales staff and pursuant to successful bids placed directly by the subsidiary.

The Registrant's subsidiary, Steel of West Virginia, Inc., operates both a steel mini-mill which produces specialty steel sections, and fabrication facilities which add finishing operations to create custom-designed products placed directly into customers' assembly lines. The niche markets supplied with these cross-member and sub-frame section of products include truck trailers, industrial lift trucks, guardrail posts, manufactured housing, off-highway construction equipment, and mining equipment. These products are marketed by senior management and in-house sales representatives of SWVA, whose sales efforts cover all of the continental United States, and to a very small degree, certain foreign markets.

(ii) The Registrant has not in fiscal 2002 introduced a new product or begun to do business in a new industry segment that will require the investment of a material amount of assets or that otherwise is material.

(iii) The Registrant's main raw material, scrap steel, is supplied for the most part by scrap dealers within a 300 mile radius of the mill. The majority of this raw material is purchased through the David J. Joseph Company, scrap brokers. The Shredded Products subsidiary supplies 10,000 to 15,000 tons of scrap per month. Although scrap is generally available to the Registrant, the price of scrap steel is highly responsive to changes in demand, including demand in foreign countries as well as in the United States. The ability to maintain satisfactory profit margins in times when scrap is relatively high priced is dependent upon the levels of steel prices, which are determined by market forces. Alloys and other materials needed for the melting process are provided by various domestic and foreign companies.

Shredded Products Corporation often experiences difficulty in purchasing scrap automobiles at a satisfactory level. Competition from an increasing number of shredding operations and reluctance by dealers to sell scrap automobiles due to market conditions are the main causes. High offering prices generally increase the supply; however, the increased cost to produce sometimes is very comparable to the price of similar scrap that can be purchased on the outside.

Substantially all of John W. Hancock, Jr., Inc.'s steel components are purchased from the Parent, which is located conveniently nearby and, therefore such components are generally available to the subsidiary as needed.

RESCO Steel Products Corporation purchases most of its steel components from suppliers within its market area, determined mainly by freight cost. Such components would be generally available to the subsidiary, since the Parent could produce and supply this raw material, as needed.

Socar, Incorporated receives most of its raw steel material from the Parent and other nearby suppliers, the determinant usually being freight cost. The availability of raw materials is not of major concern to the subsidiary, since the Parent could supply most of its needs.

Steel of West Virginia, Inc., like the Parent, uses scrap steel as its main raw material. Even though the purchase of steel scrap is subject to market conditions largely beyond its control, the subsidiary is located in a scrap surplus region, and therefore typically maintains less than a one month supply of scrap, which keeps inventory costs to a minimum. Although one scrap dealer supplies 20% to 25% of SWVA's requirements, the subsidiary believes that a number of adequate sources of scrap and other raw materials that it uses are readily available. SWVA has historically been successful in passing on scrap cost increases through price increases, however, the effect of market price competition has limited the subsidiary's ability to increase prices.

(iv) The Registrant currently holds no patents, trade marks, licenses, franchises or concessions that are material to its business operations.

(v) The business of the Registrant is not seasonal.

(vi) The Registrant does not offer extended payment terms to its customers, nor is it normally required to carry significant amounts of inventory to meet rapid delivery requirements of customers; although, at times market conditions have required the stockpiling of popular bar products for rapid delivery. Working capital practices generally remain constant during the course of business except when the Registrant determines it to be advantageous to stockpile raw materials due to price considerations.

(vii) During fiscal year 2002, sales (tons) by the Registrant to Steel of West Virginia, Inc., John W. Hancock, Jr., Inc., Socar, Incorporated and RESCO Steel Products Corporation, wholly-owned subsidiaries, were approximately 7%, 8%, 6% and 2% of the Registrant's total sales (tons), respectively. During fiscal years 2002, 2001 and 2000, respectively, the largest nonaffiliated customer purchased approximately 4%, 5% and 8% of total sales (tons) -- 2%, 2% and 3% of total sales (dollars). The 2001 customer was a purchaser of merchant bar products. The 2002 customer was the temporary return of the same billet customer from 2000, where poor market conditions in the steel industry contributed to this customer's worsened financial condition and eventual bankruptcy. The bankruptcy resulted in a charge to bad debts of $2.6 million and contrib uted to lower billet production levels. Poor market conditions prevented placing the lost tonnage with alternate sources. However, under normal market conditions, we would not expect the loss of either of these customers to have a materially adverse effect on the Registrant and its subsidiaries taken as a whole. In addition, considerably more billet tons were used internally by SWVA, which helped to mitigate the lost billet sales.

(viii) The Registrant is of the opinion that the amount of its backlog is not generally material to an understanding of the business. All backlog is shipped within the current fiscal year.

(ix) None of the business of the Registrant is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the Government.

(x) The Registrant competes with steel-producing mills of similar size operative within its market region and also larger mills producing similar products. The market region in which the Registrant sells its products mainly consists of the majority of states east of the Mississippi River. Price, including transportation cost, is the major determinant in securing business. Strong business conditions kept bar prices up during fiscal 1998, in spite of the temporary drop in merchant bar shipments, caused by excess inventories at steel service centers. On December 16, 1998, the Registrant acquired 100% of the capital stock of Steel of West Virginia, Inc. ("SWVA"), a steel manufacturer, and 1999 results reflect the operations of SWVA from the date of acquisition. The 1998 financial statements were not restated to include SWVA becau se the acquisition was treated as a purchase for accounting purposes. Consequently, the significant increase in 1999 sales was due, primarily, to the inclusion of SWVA's revenues in consolidated sales. Increased competition from foreign and domestic producers prompted industry-wide list price reductions for bar products at the beginning of fiscal 1999, and prices had not fully recovered by year end. Excess inventories at steel service centers and a shortage of transportation equipment contributed to the slight reduction in tons shipped of bar products as bar markets were generally good throughout the year. Sales for 2000 were flat due, again, to the acquisition of SWVA. Sales for the current year included SWVA's revenues for the entire period, whereas sales for 1999 included only the portion of SWVA's revenues from the date of acquisition. Average selling prices for bar and specialty products increased slightly for 2000, but list prices had fallen sharply by the end of the year as a result of increased foreign and domestic competition. The increased competition and price uncertainty reduced order entry and backlogs and caused decreases in both bar and specialty products shipments. Depressed economic conditions within the steel industry and certain niche markets resulted in the decline of 2001 sales. Selling prices for merchant bar and specialty steel products declined due to heightened foreign and domestic competition. Shipments of specialty products were down, primarily, as a result of depressed economic conditions within major market segments. However, sales were positively affected by an increase in tons shipped of merchant bar products, due to new product offerings and declining inventory levels at steel service centers. The reduction in 2002 sales was the result of continued poor business conditions and intensified competition. Shipments of specialty steel products declined as a result of a further softening in demand within certain niche markets, while heightened competition and product mix brought selling prices for specialty steel lower. Demand for merchant bar products diminished near year-end, resulting in the decline in bar shipments and contributing to the decline in sales for the year. While the selling price increase for bar products was small, it had a significant impact, in that it represented three increases in the list prices for bar products during the year, in spite of poor market conditions and was, primarily, the result of rising scrap costs.

The joist business is highly competitive. Due to similarity of product, relatively small price differences are often determinative in placing business. Ability to meet the customer's time requirements for delivery also is important in securing business. Competing successfully becomes more difficult with the distance to point of delivery due to transportation costs. Continued favorable market conditions in the construction industry during fiscal 1998 led to the increased shipments and level selling prices for fabricated products. Competitive conditions within the commercial construction industry generally impact selling prices and shipment levels of fabricated products and were relatively favorable during 1999 as reflected in the higher selling prices. The reduced shipments were caused by minor factors other than competition as business conditions continued strong and backlog s remained high. In 2000, the decline in fabricated products selling prices and shipments was caused by increased competition within the construction industry, even though business conditions continued strong and backlogs were high. The decline in shipments was also affected by shortages of structural steel components. Economic conditions within the construction industry began to slide during 2001, as a result of increased competition, bringing prices lower. Fabricated products shipments decreased as construction activity slowed dramatically during the latter part of the year, as a result of poor business conditions. Increased competitive pressures and much weaker construction activity resulted in the decline in both selling prices and shipments of fabricated products for 2002.

Billets are semi-finished products used by the Registrant, and the SWVA subsidiary, in their rolling mill processes to manufacture various merchant bar products and specialty steel sections. Excess billet production is sold to nonaffiliated customers who further fabricate the billets for various end uses. The significant increase in billet shipments for fiscal 1998 was attributable to record raw steel production, coupled with unprecedented demand. Billet prices, which are normally triggered by price changes for scrap steel, our main raw material, were flat due to relatively unchanged scrap prices. A dramatic change in our market for billets during 1999 brought diminished demand and a significant decline in tons shipped. Billet selling prices declined with sharp reductions in scrap prices. The dramatic reduction in billet shipments, again in 2000, and the continued drop in market conditions was attributable to the financial condition and eventual bankruptcy of a major customer. Shipments to this customer were purposely curtailed to reduce our exposure to bad debts. Due to market conditions, we were not able to place the lost tonnage with alternate sources, other than the tons used internally by SWVA. Billet selling prices were higher due to increased scrap prices. In 2001, billet shipments declined, due to poor market conditions and the loss of the major customer referred to earlier. Selling prices for billets were lower, mostly attributable to falling scrap steel costs. Billet selling prices declined further in 2002, in spite of rising scrap costs, due to changes in the mix of products and customers. Billet shipments spiked during the year with the temporary return of the major customer referred to above.

(xi) During the last three fiscal years, the Registrant was not involved in any material research and development activities.

(xii) The Parent, Shredded Products and SWVA are subject to federal, state and local environmental laws and regulations concerning, among other matters, wastewater discharge, air emissions, furnace dust disposal and disposal of auto fluff and other wastes. As with similar mills in the industry, the Parent's, and SWVA's, furnaces are classified as generating hazardous waste because they produce certain types of dust containing lead, zinc and cadmium. Near the end of fiscal year 1996, the Parent began treating a portion of its electric arc furnace dust, a hazardous substance, utilizing its own stabilization process. Significant savings are being realized as this process replaces off-site and more expensive treatment methods that had been used through a contract with an approved waste disposal firm. SWVA currently collects and handles its furnace waste through contracts with a company which reclaims, from the waste dust, certain materials and recycles or disposes of the remainder. Shredded Products operates an approved landfill for use in disposal of its waste products associated with its auto shredding operations. The Registrant believes it is in substantial compliance with applicable federal, state and local regulations. However, future changes in regulations may require expenditures which could adversely affect earnings in subsequent years.

The Registrant has constructed over the years pollution control equipment at a net aggregate cost of over $10,200,000. Annual operating expenses and depreciation of all pollution control equipment and waste disposal costs are in excess of $3,000,000 in the aggregate. The Registrant is expected to spend approximately $10,000,000 for additional pollution control and waste disposal equipment and facilities during subsequent fiscal years. Adoption of the Clean Air Act Amendments of 1990, or any other environmental concerns, is not anticipated to have a materially adverse effect on the Registrant's operations, capital resources or liquidity, nor should any incremental increase in capital expenditures occur due to the Act.

See Note 8, "Commitments and Contingent Liabilities", in Notes to Consolidated Financial Statements contained in the Registrant's 2002 Annual Report to Stockholders, filed as an Exhibit to this Form 10-K.

(xiii) At October 31, 2002, the Registrant employed 468 persons at its Roanoke plant, with no employment at its Salem division, idle since mid-1991. The Registrant's subsidiaries, Steel of West Virginia, Inc., John W. Hancock, Jr., Inc., Socar, Incorporated, Shredded Products Corporation and RESCO Steel Products Corporation employed 471, 253, 237, 59 and 42 persons, respectively.

(d) Financial Information about Foreign and Domestic Operations and Export Sales.

When the Registrant's billet production exceeds its required needs, this semi-finished product is offered for sale. During past years, a portion of the excess billets has been sold to brokers who represent foreign purchasers. During fiscal years 2000, 2001 and 2002, the Registrant did not make any foreign sales of excess billets. However, the SWVA subsidiary sold a small percentage of its products to foreign markets during these years. The information required by this paragraph by geographical area, as to foreign and domestic operations, is not provided since it is identical to the table in paragraph (b) with virtually all information pertaining to the United States.

ITEM 2. PROPERTIES

The Registrant owns 72 acres situated in the City of Roanoke, Virginia, which comprises its main plant, of which 25 acres are used to provide 364,500 square feet of manufacturing space with an annual billet capacity of approximately 650,000 tons and rolling mill capacity of 400,000 tons. A 30 acre site is owned in Salem, Virginia, of which 10 acres were used to provide 51,355 square feet of manufacturing space, until March 1991, when the plant was idled. The Registrant acquired in 1991 a 447 acre tract of land in Franklin County, Virginia, 100 acres of which were transferred to Shredded Products Corporation in a move of shredding operations from its Montvale location. Part of this new Shredded Products property is being used as an approved industrial landfill. The remaining 347 acres of this land, 138 acres of which were sold in 19 95, 1997, 1998, 1999, 2001 and 2002, is being marketed as an industrial park for Franklin County.

Shredded Products Corporation operates in both Montvale and Rocky Mount, Virginia. The Montvale plant is situated on a 75 acre site owned by the Registrant, approximately 20 acres of which are regularly used in its scrap processing operation, with an annual production capacity of approximately 24,000 tons. The Rocky Mount facility is located on a 100 acre site owned by Shredded Products Corporation, partially consisting of a 25 acre industrial landfill used for the disposal of its auto fluff, and another 25 acres of which are regularly used in its shredding operation, with an annual production capacity of approximately 150,000 tons.

John W. Hancock, Jr., Inc. is located in Roanoke County near Salem, Virginia. The plant is situated on a 37 acre site owned by Hancock, Inc., 17 acres of which are regularly used in its operations. Buildings on the site contain 131,614 square feet of floor space.

Socar, Incorporated and its subsidiary are located in Florence, South Carolina, and in Continental, Ohio. The Florence facility is located on a 28 acre site owned by Socar, Incorporated, 16 acres of which are regularly used in its operations. Buildings on the site contain 93,359 square feet of floor space. The plant located on a 32 acre site in Continental, Ohio, owned by Socar, Incorporated, has 86,400 square feet of floor space in manufacturing buildings, situated on 8 acres regularly used in its operations.

RESCO Steel Products Corporation operates from a building containing 43,340 square feet of floor space, located in Salem, Virginia, on a 7 acre site owned by RESCO.

Steel of West Virginia, Inc. and its subsidiary are located in Huntington, West Virginia and in Memphis, Tennessee. The Huntington facility is located on a 42 acre site owned by SWVA, most of which are regularly used in its operations. Buildings on the site contain 558,175 square feet of manufacturing space with an annual billet capacity of approximately 280,000 tons and rolling mill capacity of 300,000 tons. The plant located in Memphis, Tennessee owned by SWVA operates in 41,000 square feet of manufacturing space on approximately 4 acres.

The various buildings are of modern design, well-maintained, and suitable and adequate for the requirements of the business.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of stockholders during the fourth quarter of the fiscal year covered.

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10-K, the following list is included as an unnumbered Item in Part I of this report in lieu of being included in the Proxy Statement for the Annual Meeting of Shareholders to be held on February 18, 2003.

The names, ages and positions of all of the executive officers of the Registrant as of October 31, 2002 are listed below with their business experience with the Registrant for the past five years. Officers are elected annually by the Board of Directors at the first meeting of directors following the annual meeting of shareholders. There are no family relationships among these officers, nor any agreement or understanding between any officer and any other person pursuant to which the officer was selected.

Thomas J. Crawford, 47, has served as Secretary of the Registrant since January 1985 and as Vice President-Administration since February 1998; prior thereto, he had served as Assistant Vice President since January 1993, as Manager of Inside Sales since 1984 and as a Sales Representative since 1977. He has 25 years of service with the Registrant.

Timothy R. Duke, 51, has served as President and Chief Executive Officer of Steel of West Virginia, Inc. ("SWVA"), a wholly-owned subsidiary of the Registrant, since July 1997; prior thereto, he had served as President and Chief Operating Officer of SWVA since October 1996 and as Vice President, Treasurer and Chief Financial Officer of SWVA since February 1988. He has 15 years of service with SWVA.

Donald R. Higgins, 57, has served as Vice President - Sales of the Registrant since January 1986; prior thereto, he had served as General Sales Manager since 1984 and Assistant Sales Manager since 1978. He has 37 years of service with the Registrant.

John E. Morris, 61, has served as Vice President - Finance of the Registrant since October 1988 and as Assistant Treasurer since 1985; prior thereto, he had served as Controller since 1971. He has 31 years of service with the Registrant.

Donald G. Smith, 67, has served as Chairman of the Board of the Registrant since February 1989, as Chief Executive Officer since November 1986, as President and Treasurer since January 1985 and as Director of the Registrant since April 1984; prior thereto, he had served as Vice President - Administration since September 1980 and as Secretary since January 1967. He has 45 years of service with the Registrant.

FORWARD-LOOKING STATEMENTS

From time to time, the Registrant may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Registrant notes that a variety of factors could cause the Registrant's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Registrant's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Registrant's business include economic and industry conditions, availability and prices of supplies, prices of steel products, domestic and foreign competition, governmental regulations, interest rates, inflation, labor relations, environmental concerns, and others.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The specific information required by this item is incorporated by reference to the information under the heading "Stock Activity" in the 2002 Annual Report to Stockholders. The Registrant did not, during fiscal year 2002, make any sale of securities not registered under the Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA

The specific information required by this item is incorporated by reference to the information under the heading "Selected Financial Data" in the 2002 Annual Report to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The specific information required by this item is incorporated by reference to the information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2002 Annual Report to Stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The specific information required by this item is incorporated by reference to the information under the headings "Notes to Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2002 Annual Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The specific information required by this item is incorporated by reference to the information under the headings "Independent Auditors' Report", "Consolidated Financial Statements" and "Notes to Consolidated Financial Statements" in the 2002 Annual Report to Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The specific information required by this item is incorporated by reference to the information under the heading "Information Concerning Directors and Nominees" in the Proxy Statement dated December 20, 2002, as filed with the Securities and Exchange Commission (the "Commission"), or is included under the heading "Executive Officers of the Registrant" in Part I of this filing on Form 10-K. The disclosure required by Item 405 of Regulation S-K is not applicable.

ITEM 11. EXECUTIVE COMPENSATION

The specific information required by this item is incorporated by reference to the information under the headings "Executive Compensation", "Compensation and Stock Option Committee Report on Executive Compensation", "Performance Graph" and "Board of Directors and Committees -- Director Compensation" in the Proxy Statement dated December 20, 2002, as filed with the Commission.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The specific information required by this item is incorporated by reference to the information under the headings "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the Proxy Statement dated December 20, 2002, as filed with the Commission, and under the heading "Notes to Consolidated Financial Statements" in the 2002 Annual Report to Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14. CONTROLS AND PROCEDURES

Management, including the Chief Executive and Financial Officer and Chief Accounting Officer, have performed an evaluation of the effectiveness of the Registrant's disclosure controls and procedures. Based on that evaluation, management, including the Chief Executive and Financial Officer and Chief Accounting Officer, have concluded that the Registrant's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in its periodic reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and mate rial weaknesses.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:

(1) The following financial statements filed as part of the 2002 Annual Report to Stockholders are incorporated herein by reference:

                              (a)  Consolidated Balance Sheets
                              (b)  Consolidated Statements of Stockholders' Equity and Comprehensive Earnings (Loss)                               (c)  Consolidated Statements of Earnings (Loss)
                              (d)  Consolidated Statements of Cash Flows
                              (e)  Notes to Consolidated Financial Statements
                              (f)  Independent Auditors' Report

Individual financial statements of the Registrant are not being filed because the Registrant is primarily an operating company and its subsidiaries do not have minority equity interests and/or long-term indebtedness (including current portions) to any person outside the consolidated group (excluding long-term indebtedness which is collateralized by the Registrant by guarantee, pledge, assignment or otherwise), in amounts which together exceed 5 percent of the total consolidated assets.

(2) Pursuant to Regulation S-K, the following Exhibit Index is added immediately preceding the exhibits filed as part of the subject Form 10-K:

EXHIBIT INDEX

EXHIBIT NO. EXHIBIT PAGE

(3) (a) Articles of Incorporation, as amended 23

(b) By-Laws, as amended 24

Incorporated by reference

(4)      Instruments Defining the Rights of Security Holders 25

(10) *(a) Executive Officer Incentive Arrangement 26

Incorporated by reference

*(b) Roanoke Electric Steel Corporation

          Employees' Stock Option Plan 26

Incorporated by reference

*(c) Roanoke Electric Steel Corporation

          Non- Employee Directors' Stock Option Plan 26

Incorporated by reference

*(d) Roanoke Electric Steel Corporation Severance Agreements 26

*(e) SWVA Collective Bargaining Agreement 26

Incorporated by reference

(13)
     2002 Annual Report to Stockholders
27

(21)      Subsidiaries of the Registrant 28

(23)      Independent Auditor's Consent 29

(b) Reports on Form 8-K.

There were no reports on Form 8-K filed by the Registrant during the last quarter of the fiscal period covered by the Annual Report.

* Management contract, or compensatory plan or agreement, required to be filed as an Exhibit to this Form 10-K pursuant to Item 15 (c).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ROANOKE ELECTRIC STEEL CORPORATION

Registrant

By:        /s/ Donald G. Smith

     Donald G. Smith, Chairman, President,

     Treasurer and Chief Executive Officer

     (Principal Executive Officer, Principal

      Financial Officer and Director)

Date: January 21, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name and Title      Date

/s/        Donald G. Smith                        January 21, 2003

Donald G. Smith, Chairman, President,

Treasurer and Chief Executive Officer

(Principal Executive Officer, Principal

Financial Officer and Director)

/s/        John E. Morris                              January 21, 2003

John E. Morris, Vice President - Finance

and Assistant Treasurer (Principal

Accounting Officer)

/s/      George B. Cartledge, Jr.                January 21, 2003

George B. Cartledge, Jr.          Director

/s/    Charles W. Steger                          January 21, 2003

Charles W. Steger                   Director

/s/    Frank A. Boxley                            January 21, 2003

Frank A. Boxley                     Director

/s/   Charles I. Lunsford, II                    January 21, 2003

Charles I. Lunsford, II            Director

CERTIFICATIONS (SECTION 302)

I, Donald G. Smith , certify that:

1. I have reviewed this annual report on Form 10-K of Roanoke Electric Steel Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;

4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and

6. The Registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: January 21, 2003

/s/      Donald G. Smith
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
     (Principal Executive Officer)
     (Principal Financial Officer)

CERTIFICATIONS (SECTION 302)

I, John E. Morris , certify that:

1. I have reviewed this annual report on Form 10-K of Roanoke Electric Steel Corporation;

b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and

Date: January 21, 2003

/s/ John E. Morris
John E. Morris, Vice President-Finance
and Assistant Treasurer
(Chief Accounting Officer)

CERTIFICATIONS ( SECTION 906)

Each of the undersigned hereby certifies in his capacity as an officer of Roanoke Electric Steel Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of the Registrant on Form 10-K for the year ended October 31, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: January 21, 2003

/s/      Donald G. Smith
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
     (Principal Executive Officer)
     (Principal Financial Officer)

/s/ John E. Morris
John E. Morris, Vice President-Finance
and Assistant Treasurer
(Chief Accounting Officer)

EXHIBIT NO. 3 (a)

ARTICLES OF INCORPORATION, AS AMENDED

CERTIFICATE OF INCORPORATION
OF
ROANOKE ELECTRIC STEEL CORPORATION

This is to certify that we, the undersigned, desire to and do hereby associate to establish a corporation under the provisions and subject to the requirements of the laws in such cases made and provided, and we, by this our certificate of incorporation, set forth as follows:

The name of the Corporation is to be

ROANOKE ELECTRIC STEEL CORPORATION

The principal office of the Corporation is to be located in the County of Roanoke, Virginia. The post office address is to be Roanoke, Virginia.

III

The purposes for which the Corporation is formed are as follows:

(1)
To manufacture, buy, sell or otherwise deal or traffic in iron, steel, manganese, nickel, copper, coal, coke, or other metals or minerals.

(2)
To acquire, own, lease, occupy, use, develop or deal in, any lands containing coal, iron, manganese, nickel, copper, or other minerals, and to mine or otherwise extract or to remove such minerals.

(3)
To apply for, obtain, register, purchase, lease or otherwise to acquire, and to hold, use, own, exercise, develop, operate and introduce, and to sell, assign, grant licenses in respect to, or otherwise dispose of, any trade-marks, trade-names, patents or inventions, improvements or processes used in connection with or secured under letters patent of the United States or elsewhere in relation to any of the other purposes herein stated, and to acquire, use, exercise, or otherwise turn to gain licenses in respect of any such trade-marks, patents, inventions, processes and the like, or any such property or rights.

(4) To acquire by purchase, subscription or otherwise, and to invest in, hold or dispose of stocks, bonds, securities or other obligations of any other corporation or corporations; domestic or foreign, and while owner of any such stocks, bonds, securities or other obligations to exercise all the rights, powers and privileges of ownership, including the right to vote thereon for any and all purposes; and to do any acts or things for the preservation, protection, improvement or enhancement of the value of any such stocks, bonds, securities or obligations.

(5) To borrow money; to issue bonds, debentures or obligations of the corporation from time to time, for monies borrowed or in payment for property purchased or for any of the other obligations or purposes of the corporation; to secure the same by mortgage or mortgages or deed or deeds of trust upon or pledge of any or all of the property, rights, privileges, or franchises of the corporation, wheresoever situated, acquired or to be acquired; and to sell or otherwise dispose of any or all such bonds, debentures, and obligations; provided, that no bonded indebtedness, or increase in bonded indebtedness, secured by a lien on any of the property or franchises of the Corporation, shall be created until the creation or increase of such indebtedness be sanctioned by a vote in person or by proxy of a majority in amount of all the stockholders having voting power, present or represented and voting, at a meeting of the stockholders called by the Board of Directors for that purpose pursuant to notice according to law; provided further, that no approval of or submission to the stockholders shall be required for any notes or bonds given for deferred installments of the purchase price of property and secured by deeds of trust, mortgages, or other liens on the property of the Corporation.

(6) To conduct its business in all or any of its branches in the State of Virginia and in other states of the United States of America, and in the territories and the District of Columbia, and in any or all dependencies, colonies, or possessions of the United States of America and in foreign countries, and for or in connection with such business, to hold, possess, purchase, mortgage and convey real and personal property and to maintain offices and agencies either within or without the State of Virginia.

IN GENERAL, to do any or all of the things and exercise all of the powers hereinabove set forth to the same extent, within the limits of the law pertaining to corporations, as natural persons might or could do and in any part of the world, as principals, agents, contractors, or otherwise, either alone or in company with others, and to carry on any other business connected with the above set forth general purposes consistent with the powers conferred upon corporations by the laws of the State of Virginia. The purposes hereinabove enumerated are intended to be in furtherance of and not in limitation of the powers generally granted to corporations by the laws of the State of Virginia, and nothing herein contained is intended to limit the powers of this corporation to less than those powers granted generally under the law.

The capital stock of the Corporation shall consist of common stock of no par value. The maximum amount of capital stock of the Corporation is to be five thousand (5,000) shares of common stock of no par value, and the minimum amount of capital stock of the Corporation is to be five hundred (500) shares of common stock of no par value.

The period for duration of the Corporation is unlimited.

The names and residences of the Directors, who, unless sooner changed by the Stockholders, are for the first year to manage the affairs of the Corporation, are as follows:

Name

Residence

John W. Hancock, Jr. 2801 Avenham Ave., S.W., Roanoke, Virginia

Orran D. Oakey, Jr. 2425 Willow, Western Hills, R. D. 4, Roanoke, Virginia

Barton W. Morris 2406 Wycliffe Avenue, S.W., Roanoke, Virginia

A. Blair Antrim 3105 Somerset Avenue, S.W., Roanoke, Virginia

Charles P. Lunsford 3015 Avenham Avenue, S.W., Roanoke, Virginia

S. Colston Snead, Jr. 701 Red Lane, Salem, Virginia

The names, residences and offices of the officers, who, unless sooner changed by the Stockholders, are for the first year to manage the affairs of the Corporation, are as follows

          Name
                         Residence

          Office

John W. Hancock, Jr. 2801 Avenham Avenue, S.W., Roanoke, Va. President and Treasurer

Elizabeth B. Hancock 2801 Avenham Avenue, S.W., Roanoke, Va. Secretary

VII

The amount of real estate to which the holdings of the Corporation are at any time to be limited is fifty thousand (50,000) acres.

GIVEN under our hands and seals this 6 day of April , 1955.

John W. Hancock, Jr. (SEAL)

Orran D. Oakey, Jr. (SEAL)

Barton W. Morris (SEAL)

STATE OF VIRGINIA )

)
To-wit:

CITY OF ROANOKE )

I, Elizabeth B. Hancock , a Notary Public in and for the City of Roanoke, State of Virginia, do hereby certify that JOHN W. HANCOCK, JR., ORRAN D. OAKEY, JR. and BARTON W. MORRIS, whose names are signed to the foregoing certificate of incorporation bearing date on the 6 day of April, 1955, have this day personally appeared before me in my City and State aforesaid and acknowledged the same.

GIVEN under my hand this 6 day of April, 1955.

/s/ Elizabeth B. Hancock
Notary Public

My Commission expires:
April 30, 1957

ARTICLES OF AMENDMENT

OF ARTICLES OF INCORPORATION

OF ROANOKE ELECTRIC STEEL CORPORATION

These Articles of Amendment are filed pursuant to the provisions of 13.1-58 of the Code of Virginia of 1950 as amended.

(a) The name of the corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b) Article IV of the Articles of Incorporation is amended to read as follows:

"The maximum capital stock of the corporation is to be One Hundred Thousand (100,000) shares of common stock of no par value."

(c) On October 15, 1958, after proper notice, the proposed amendment was found in the best interests of the corporation and was adopted by the Board of Directors by a vote of six "for" and one absent and not voting. On December 15, 1958, notice was given to each stockholder of record entitled to vote in the manner provided in 13.1 Code of Virginia of 1950 as amended, accompanied by a copy of the proposed amendment, and such proposed amendment was adopted at a regular meeting of the stockholders held pursuant to such notice on January 19, 1959.

(d) On the date of such meeting, 2720 shares were outstanding and entitled to vote on the proposed amendment.

(e) On the date of such meeting, 2291 shares were voted in person or by proxy for such amendment, and no shares were voted in person or by proxy against such amendment.

(f) Such amendment does not effect a change in the amount of stated capital of the corporation.

(g) Such amendment does not effect a restatement of the Articles of Incorporation.

                     WITNESS the signature of ROANOKE ELECTRIC STEEL CORPORATION by John W. Hancock, Jr., its President, attested by William M. Meador, its Secretary, with its corporate seal duly affixed, this    19    day of January, 1959.

ROANOKE ELECTRIC STEEL CORPORATION

BY: /s/     John W. Hancock, Jr.

      John W. Hancock, Jr., President

ATTEST:

/s/ William M. Meador
William M. Meador, Secretary

STATE OF VIRGINIA )

)
To-wit:

CITY OF ROANOKE )

I, Elizabeth G. Dyer , a Notary Public in and for the City of Roanoke, State of Virginia, do hereby certify that John W. Hancock, Jr., President, and William M. Meador, Secretary, respectively, of the Roanoke Electric Steel Corporation, whose names are affixed to the foregoing Articles of Amendment bearing date on the 19th day of January, 1959, have each this day personally appeared before me in my City and State aforesaid and acknowledged the same.

GIVEN under my hand this 19 day of January, 1959:

/s/ Elizabeth G. Dyer
Notary Public

My Commission expires:
January 5, 1962

Admitted to record by State Corporation Commission, January 28, 1959.

ARTICLES OF AMENDMENT

TO ARTICLES OF INCORPORATION

OF ROANOKE ELECTRIC STEEL CORPORATION

Pursuant to Section 13.1 - 58, Code of Virginia, 1950, as amended, Roanoke Electric Steel Corporation executes Articles of Amendment to its Articles of Incorporation as follows:

(a) The name of the Corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b) The amendment so adopted amends Article IV of the Articles of Incorporation to read as follows:

"The maximum capital stock of the Corporation is to be Six Hundred Thousand (600,000) shares of common stock of no par value."

(c) The meeting of the Board of Directors at which the amendment was found to be in the best interests of the Corporation and directed to be submitted to a vote at a meeting of stockholders was held on the 6th day of December, 1960. Notice was given to each stockholder of record entitled to vote on the 15th day of December, 1960, such notice being given more than twenty-five and less than fifty days before the date of the meeting and was given in the manner provided in this Act, and was accompanied by a copy of the proposed amendment; the date of the adoption of the amendment by the stockholders was the 16th day of January, 1961.

(d) The number of shares outstanding and the number of shares entitled to vote on the amendment was 55,330 shares; all shares being common stock of no par value, there was no class entitled to vote thereon as a class.

(e) The number of shares present in person or by proxy voted for the amendment was 50,925 shares and none against such amendment.

(f) Such amendment does not effect a change in the amount of stated capital.

(g) Such amendment does not effect a restatement of the Articles of Incorporation.

                    Witness the signature of Roanoke Electric Steel Corporation, by its President, with the corporate seal affixed and attested by the Secretary thereof, this 17th day of January, 1961.

ROANOKE ELECTRIC STEEL CORPORATION

BY: /s/       John W. Hancock, Jr.

                       President

ATTEST:

/s/ William M. Meador
Secretary

STATE OF VIRGINIA )

)
To-wit:

CITY OF ROANOKE )

I, Elizabeth G. Dyer, a Notary Public in and for the City of Roanoke, State of Virginia, do hereby certify that John W. Hancock, Jr., and William M. Meador, President and Secretary respectively of Roanoke Electric Steel Corporation, have this day personally appeared before me and executed the foregoing Articles of Amendment, and made oath that the matters therein stated are true and correct.

Given under my hand this 17th day of January, 1961. My commission expires January 5, 1962.

/s/ Elizabeth G. Dyer
Notary Public

ARTICLES OF AMENDMENT

TO ARTICLES OF INCORPORATION

OF ROANOKE ELECTRIC STEEL CORPORATION

Pursuant to Section 13.1 - 58, Code of Virginia, 1950, as amended, Roanoke Electric Steel Corporation executes Articles of Amendment to its Articles of Incorporation as follows:

(a) The name of the Corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b) The amendment so adopted amends Article IV of the Articles of Incorporation to read as follows:

"The maximum capital stock of the Corporation is to be One Million (1,000,000) shares of common stock of no par value."

(c) The meeting of the Board of Directors at which the amendment was found to be in the best interests of the Corporation and directed to be submitted to a vote at a meeting of stockholders was held on the 13th day of November, 1968. Notice was given to each stockholder of record entitled to vote on the 16th day of December, 1968, such notice being given more than twenty-five and less than fifty days before the date of the meeting and was given in the manner provided in this Act, and was accompanied by a copy of the proposed amendment; the date of the adoption of the amendment by the stockholders was the 20th day of January, 1969.

(d) The number of shares outstanding and the number of shares entitled to vote on the amendment was 599,076 shares; all shares being common stock of no par value, there was no class entitled to vote thereon as a class.

(e) The number of shares present in person or by proxy voted for the amendment was 512,678 shares and none against such amendment.

(f) Such amendment does not effect a change in the amount of stated capital.

(g) Such amendment does not effect a restatement of the Articles of Incorporation.

                     Witness the signature of Roanoke Electric Steel Corporation, by its President, with the corporate seal affixed and attested by the Secretary thereof, this 25th day of January, 1969.

ROANOKE ELECTRIC STEEL CORPORATION

BY:/s/        William M. Meador

                           President

ATTEST:

/s/ Donald G. Smith
Secretary

STATE OF VIRGINIA )

)
To-wit:

COUNTY OF ROANOKE )

I, Estelle S. DeWitt, a Notary Public in and for the County of Roanoke, State of Virginia, do hereby certify that William M. Meador, and Donald G. Smith, President and Secretary respectively of Roanoke Electric Steel Corporation, have this day personally appeared before me and executed the foregoing Articles of Amendment, and made oath that the matters therein stated are true and correct.

Given under my hand this 25th day of January, 1969. My commission expires September 19, 1976.

/s/ Estelle S. DeWitt
Notary Public

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

ROANOKE ELECTRIC STEEL CORPORATION

Pursuant to Section 13.1-58 of the Code of Virginia, the Articles of Amendment to the Articles of Incorporation of Roanoke Electric Steel Corporation are hereby set forth as follows:

(a) The name of the corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b) The amendment so adopted reads as follows:

"Article IV of the Articles of Incorporation is amended by deleting existing Article IV and substituting in lieu thereof:

"Article IV

"The aggregate number of shares which the corporation shall have authority to issue and the par value per share are as follows:

Class No. of Shares Par Value Per Share

Common 2,000,000 No Par"

(c) The date of the meeting of the Board of Directors at which the amendment was found to be in the best interests of the corporation and directed to be submitted to a vote at a meeting of the stockholders was November 12, 1973. The date when notice was given to each stockholder of record entitled to vote was December 20, 1973. Such notice was given in the manner provided by the Virginia Stock Corporation Act and was accompanied by a copy of the proposed amendment. The date of the adoption of the amendment by the stockholders was January 21, 1974.

(d) The number of shares outstanding is 763,228 shares, each share being entitled to vote on the amendment.

(e) The number of shares voted for the amendment was 652,250 shares, and the number of shares voted against the amendment was 3,773 shares.

Executed this 21st day of January, 1974, by Roanoke Electric Steel Corporation, by its President and Secretary.

ROANOKE ELECTRIC STEEL CORPORATION

BY:/s/        William M. Meador

          William M. Meador, President

        /s/         Donald G. Smith

            Donald G. Smith, Secretary

STATE OF VIRGINIA )

)
To-wit:

COUNTY OF ROANOKE )

Given under my hand this 21 day of January , 1974.

My commission expires September 19, 1976.

/s/ Estelle S. DeWitt
Notary Public

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

ROANOKE ELECTRIC STEEL CORPORATION

Pursuant to Section 13.1-58 of the Code of Virginia, the Articles of Amendment to the Articles of Incorporation of Roanoke Electric Steel Corporation are hereby set forth as follows:

(a) The name of the corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b) The amendment so adopted reads as follows:

"Article IV of the Articles of incorporation is amended by deleting existing Article IV and substituting in lieu thereof:

"Article IV

"The aggregate number of shares which the corporation shall have authority to issue and the par value per share are as follows:

Class No. of Shares Par Value Per Share

Common 4,000,000 No Par"

(c) The date of the meeting of the Board of Directors at which the amendment was found to be in the best interests of the corporation and directed to be submitted to a vote at a meeting of the stockholders was November 20, 1979. The date when notice was given to each stockholder of record entitled to vote was December 21, 1979. Such notice was given in the manner provided by the Virginia Stock Corporation Act and was accompanied by a copy of the proposed amendment. The date of the adoption of the amendment by the stockholders was January 21, 1980.

(d) The number of shares outstanding is 1,185,065 shares, each share being entitled to vote on the amendment.

(e) The number of shares voted for the amendment was 1,037,578 shares, and the number of shares voted against the amendment was 8,349 shares.

                    Executed this 25th day of January, 1980, by Roanoke Electric Steel Corporation, by its President and Secretary.

ROANOKE ELECTRIC STEEL CORPORATION

BY:/s/        William M. Meador

          William M. Meador, President

        /s/         Donald G. Smith

            Donald G. Smith, Secretary

STATE OF VIRGINIA )

)
To-wit:

CITY OF ROANOKE )

I, C. William Sarver, Jr., a Notary Public in and for the City of Roanoke, State of Virginia, do hereby certify that William M. Meador, and Donald G. Smith, President and Secretary respectively of Roanoke Electric Steel Corporation, have this day personally appeared before me and executed the foregoing Articles of Amendment, and made oath that the matters therein stated are true and correct.

Given under my hand this 25 day of January , 1980.

My commission expires January 8, 1984 .

/s/ C. William Sarver, Jr.
Notary Public

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
ROANOKE ELECTRIC STEEL CORPORATION

Pursuant to § 13.1-710 of the Code of Virginia of 1950, as amended, the Articles of Incorporation of Roanoke Electric Steel Corporation are hereby amended as follows:

A. The name of the Corporation is: Roanoke Electric Steel Corporation.

B. The Amendment of the Articles of Incorporation is as follows:

Article IV of the Articles of Incorporation is amended by deleting existing Article IV and substituting in lieu thereof:

"ARTICLE IV

The aggregate number of shares which the Corporation shall have authority to issue and the par value per share are as follows:

Class Number of Shares Par Value Per Share

Common 10,000,000 No Par"

C. The amendment was adopted by the shareholders of the Corporation at the annual meeting held January 20, 1986.

D. The Amendment was proposed by the Board of Directors and submitted to the shareholders in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia. As of the record date for the annual meeting 2,369,832 shares of the Common Voting Stock of the Corporation were outstanding and entitled to vote. Of the total shares voted, 1,896,227 undisputed votes were cast in favor of the Amendment by the holders of Common Voting Stock, which number was sufficient for approval of the Amendment pursuant to § 13.1-707 of the Code of Virginia of 1950, as amended.

Executed this 27 day of January, 1986 on behalf of Roanoke Electric Steel Corporation by its President and Secretary.

ROANOKE ELECTRIC STEEL CORPORATION

BY:/s/        Donald G. Smith

          Donald G. Smith, President

      /s/         Thomas J. Crawford

            Thomas J. Crawford, Secretary

ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF ROANOKE ELECTRIC STEEL CORPORATION

Pursuant to Section 13.1-710 of the Code of Virginia, the Articles of Amendment of the Articles of Incorporation of Roanoke Electric Steel Corporation are hereby set forth as follows:

(a) The name of the Corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b) The amendment of the Articles of Incorporation is as follows:

Article IV of the Articles of Incorporation, as amended, is amended by adding the following sentence:

"No stockholder shall have any preemptive right to acquire unissued shares of the Corporation's capital stock when issued."

(c) The amendment was adopted at the Annual Meeting of Shareholders held on January 19, 1987.

(d) The amendment was proposed by the Board of Directors of the Corporation and submitted to the shareholders in accordance with the requirements of the Virginia stock Corporation Act.

(e) At the meeting of the shareholders where the proposed amendment was voted upon, a quorum of the shareholders of the Corporation's Common Stock was present, in person or by proxy.

(f) As of the record date for the Annual Meeting, there were 3,554,706 shares of Common stock of Roanoke Electric Steel Corporation issued and outstanding. 2,667,917 votes were cast "For" the amendment and 157,601 votes were withheld or cast "Against" the amendment. The number of votes cast "For" the amendment was sufficient for approval of the amendment by the shareholders.

                    EXECUTED this 28th day of January, 1987, on behalf of Roanoke Electric Steel Corporation, by its President.

ROANOKE ELECTRIC STEEL CORPORATION

BY:/s/        Donald G. Smith

          Donald G. Smith, President

ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF ROANOKE ELECTRIC STEEL CORPORATION

Pursuant to Section 13.1-710 of the Code of Virginia, the Articles of Amendment of the Articles of Incorporation of Roanoke Electric Steel Corporation are hereby set forth as follows:

A. The name of the Corporation is Roanoke Electric Steel Corporation.

B. The Amendment of the Articles of Incorporation is as follows:

                    Article IV of the Articles of Incorporation is amended by deleting existing Article IV and substituting in lieu thereof:

"IV

          The aggregate number of shares which the Corporation shall have authority to issue and the par value per share are as follows:

     Class            Number of Shares             Par Value Per Share

   Common             20,000,000                No Par"

Article VI of the Articles of Incorporation is amended by deleting existing Article VI and substituting in lieu thereof:

"VI

(a) The number of directors of the Corporation, not less than five nor more than eleven, shall be fixed by the Bylaws and, in the absence of a Bylaw fixing the number, shall be eleven. Upon the adoption of this Article VI, the directors shall be divided into three classes (A, B and C) as nearly equal in number as possible. The initial term of office for members of Class A shall expire at the annual meeting of shareholders in 1997; the initial term of office for members of Class B shall expire at the annual meeting of shareholders in 1998; and the initial term of office for members of Class C shall expire at the annual meeting of shareholders in 1999. At each annual meeting of shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election and shall continue to hold office until their respective successors are elected and qualify. In the event of any increase or decrease in the number of directors fixed by the Bylaws, any newly-created directorships and any decrease in directorships shall be so apportioned among the classes by the Board of Directors so as to make all classes as nearly equal in number as possible.

(b) Newly-created directorships resulting from an increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause shall be filled by the affirmative vote of a majority of the directors then in office, whether or not a quorum. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. A director may be removed from office only for a cause."

C. The Amendment was adopted at the Annual Meeting of Shareholders held on February 20, 1996.

D. The Amendment was proposed by the Board of Directors of the Corporation and submitted to the shareholders in accordance with the requirements of the Virginia Stock Corporation Act.

E. The only voting group entitled to vote on the Amendment is the holders of the Corporation's common stock. As of December 12, 1995, the record date for the Annual Meeting, there were 8,076,897 shares of common stock of the Corporation issued and outstanding and entitled to vote. 7,258,843 votes were cast "for" the Amendment to Article IV, and 135,567 votes were withheld or cast "against" such Amendment. 5,391,480 votes were cast "for" the Amendment to Article VI, and 1,298,924 votes were withheld or cast against such Amendment. The number of votes cast "for" the Amendments to Article IV and Article VI, respectively, was sufficient for approval of the Amendment by shareholders.

                    EXECUTED this 6 day of March, 1996, on behalf of Roanoke Electric Steel Corporation, by its President.

ROANOKE ELECTRIC STEEL CORPORATION

BY:/s/        Donald G. Smith

          Donald G. Smith, President

EXHIBIT NO. 3 (b)

BY-LAWS, AS AMENDED

Incorporated by reference to the previously filed Form 10-K for October 31, 2001 on file in the Commission office.

EXHIBIT NO. 4

INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

Pursuant to Item 601(b) (4) (iii) of Regulation S-K, the Registrant hereby undertakes to furnish to the Commission, upon request, copies of the instruments defining the rights of holders of the long-term debt of Roanoke Electric Steel Corporation and its subsidiaries described in its 2002 Annual Report to Stockholders and Form 10-K.

EXHIBIT NO. 10

* (a)
EXECUTIVE OFFICER INCENTIVE ARRANGEMENT

Incorporated by reference to the previously filed Form 10-K for October 31, 1999 on file in the Commission office.

* (b)
ROANOKE ELECTRIC STEEL CORPORATION
EMPLOYEES' STOCK OPTION PLAN

Incorporated by reference to the previously filed Form 10-K for October 31, 1998 on file in the Commission office.

* (c)
ROANOKE ELECTRIC STEEL CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

Incorporated by reference to the previously filed Form 10-K for October 31, 1997 on file in the Commission office.

* (d)
ROANOKE ELECTRIC STEEL CORPORATION SEVERANCE AGREEMENTS

THIS AGREEMENT ("Agreement") dated as of November 1, 2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard, N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"), and Donald G. Smith , (the "Executive") 415 Canterbury Lane SW, Roanoke, VA 24014 (address).

WITNESSETH THAT:

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders; and

WHEREAS, the Company recognizes that the possibility of a change in control exists and may exist in the future, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders; and

WHEREAS, the Board of Directors of the Company ("Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management to their assigned duties without distraction in the face of the circumstances arising from the possibility of a change in control.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. The capitalized terms in this Agreement shall have the meanings set forth in the "Definitions Addendum" attached hereto as Exhibit A and incorporated herein by reference.

2. In order to protect the Executive against the possible consequences of a Change in Control and thereby induce the Executive to continue to serve as Chairman, President, Treasurer & CEO of the Company and/or in such other office or position to which he may be elected, the Company agrees that if (a) a Change in Control occurs and (b) the Executive leaves the employment of the Company for whatever reason (except because of the Executive's death or Retirement, discharge by the Company for Cause or Disability, or voluntary termination by the Executive other than for Good Reason) within thirty-six (36) months after such Change in Control:

(A) The Company shall pay the Executive his full salary (whether such salary has been previously been paid by the Company or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any Plan or other arrangement of the Company at the time such payments are due;

(B) The Company shall pay to the Executive an amount equal to 2.99 multiplied by the Executive's annualized includable compensation for the base period, as defined by Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended, (the"Code") (hereinafter the "Severance Payment"), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which shall be the largest amount payable under this paragraph that would not be subject, in whole or in part, to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code.

In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Company at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Company shall pay the Executive such difference, plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined.

(C) The Company shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement, including any dispute arising out of this Agreement, whether or not the Executive prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).

(D) The Company shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (a) three years after the Date of Termination; or (b) the Executive's commencement of full-time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that the Executive continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs.

3. The Executive's benefits hereunder shall be considered severance pay in consideration of his past service, and pay in consideration of his continued service from the date hereof, and his entitlement thereto shall not be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

4. The Company shall require any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, prior to the effectiveness of any such Change in Control, to expressly assent and agree to perform the Company's obligations under this Agreement.

5. This Agreement shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto. If the Executive should die while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary designated in writing and delivered to the Company, if any, and if none to the Executive's estate.

6. Any payment or delivery required under this Agreement shall be subject to all requirements of the law with regard to withholding, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.

7. This Agreement shall commence on the date hereof. Prior to a Change in Control, this Agreement shall terminate if the Executive shall resign voluntarily, Retire, become Disabled, voluntarily take another position requiring a substantial portion of his time, or die. This Agreement shall also terminate if the Executive's employment as an officer of the Company shall have been terminated for any reason by the Board as constituted prior to any Change in Control. Notwithstanding anything in this Agreement to the contrary, this Agreement shall continue in effect for at least a period of thirty-six (36) months beyond the date of a Change in Control, if one shall have occurred during the term of this Agreement.

8. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the President of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

9. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this agreement shall be governed by the law of the Commonwealth of Virginia without r egard to the state's conflict of law rules.

10. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the City of Roanoke, Virginia, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided however, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Paragraph.

IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date and year first above written.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ Donald G. Smith

Donald G. Smith

Carolyn J. Walker

Print Name

EXHIBIT A
To
Agreement between Donald G. Smith (the "Executive") and
Roanoke Electric Steel Corporation
Dated November 1, 2001

Definitions Addendum

As used in this Agreement, the following capitalized terms have the indicated meanings unless the context clearly requires otherwise:

(A) "Applicable Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1) of the Internal Revenue Code of 1986, as amended.

(B) "Board" means Board of Directors of the Company.

(C) "Cause" means (i) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board (excluding the Executive), which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in illegal conduct or any conduct which is demonstrably and materially injurious to the Company. Notwithstanding the foregoing, the Executive shall not be deemed to be terminated for Cause unless and until there has been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than 75% of the membership of the Board (excluding the Executive) at a meeting of such Board called and held for such purpose (after a reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above and specifying the particulars thereof in detail.

(D) "Change in Control" means a change in control of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996), directly or indirectly, of 20% or more of the combined voting power of the Company's voting securities; (ii) the Incumbent Board ceases for any reason to constitute at least the majori ty of the Board; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; (iii) all or substantially all of the assets of the Company are sold, transferred or conveyed if the transferee is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity's voting securities); or (iv) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting co rporation or entity shall be owned in the aggregate by the former shareholders of the Company. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Executive or a group of Persons which includes the Executive, acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities; or (ii) which results in the Company, any subsidiary of the Company or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities.

(E) "Date of Termination" means (i) if the Executive's employment is terminated by the Executive for other than Good Reason, ninety (90) days after Notice of Termination is given, (ii) if the Executive's employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that in the case of Disability, the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive's employment is to be terminated for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination, (iv) the date of the Executive's death, or (v) if the Executive's employment is to be terminated by the Company for any reason other than Cause, the date specified in the Notice of Termination, w hich in no event shall be a date earlier than ninety (90) days after the date on which such Notice of Termination is given.

(F) "Disability" means (i) as a result of the Executive's inability due to physical or mental illness, the Executive shall have been absent from the full-time performance of his duties with the Company for six (6) consecutive months, and (ii) within thirty (30) days after Notice of Termination is given the Executive shall not have returned to the full-time performance of his duties.

(G) "Company" includes any corporation or other entity which is the surviving or continuing entity in respect of any merger, consolidation or form of business combination in which the Company ceases to exist.

(H) "Federal Funds Rate" means a rate of interest equal to the average of (i) the near closing bid and (ii) offered as quoted in the Wall Street Journal for reserves traded among commercial banks for overnight use in amounts of $1,000,000 or more. Should such rate of interest ever cease to exist, the parties shall mutually agree upon a comparable rate of interest.

(I) "Good Reason" means:

(i) In the event of a Change in Control of the Company, an adverse change in the Executive's status or position(s) with the Company including, without limitation, any material diminution of his duties or responsibilities or the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with such status or position(s);

(ii) The failure by the Company to obtain from any Successor the assent to this Agreement;

(iii) In the event of a Change in Control, any purported termination by the Company of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of subparagraph (K) below (and, if applicable, subparagraph (B) above); and for purposes of this Agreement, no such purported termination shall be effective;

(iv) In the event of a Change in Control, the failure by the Company to continue in effect any Plan in which Executive participates at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as favorable a basis as in the case on the date of the Change in Control or which would materially reduce the Executive's benefits in the future under any such Plans or deprive the Executive of any material ben efit enjoyed by the Executive at the time of the Change in Control;

(v) In the event of a Change in Control, the failure by the Company to provide and credit the Executive with a number of paid vacation days to which the Executive would then be entitled in accordance with the Company's normal vacation policy as in effect immediately prior to the Change in Control; or

(vi) In the event of a Change in Control, the Company requiring the Executive to be based anywhere other than where his office is located immediately prior to the Change in Control.

(J) "Incumbent Board" means the Board as constituted on the date hereof.

(K) "Notice of Termination" means a written notice that indicates the specific termination provision of this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.

(L) "Person" has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the Exchange Act.

(M) "Plan" means any compensation plan such as an incentive, bonus, stock option or restricted stock plan, any pension or profit sharing plan or any welfare benefit plan (including, but not limited to, health, life or disability insurance).

(N) "Retirement" and "Retire" means the Executive's voluntary termination of employment after the attainment of age sixty-five (65) or the attainment of age fifty-five (55) having worked full time for the Company for a period of ten (10) consecutive employment years.

(O) "Successor" means any Person that succeeds to, or has the practical ability to control (either immediately or with the passage of time) the Company's business directly, by merger or consolidation, or indirectly by purchase of the Company's voting securities, all or substantially all of its assets or otherwise.

THIS AGREEMENT ("Agreement") dated as of November 1, 2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard, N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"), and Donald R. Higgins , (the "Executive") 5014 Hunting Hills Circle S. W., Roanoke, VA 24014 (address) .

WITNESSETH THAT:

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders; and

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. The capitalized terms in this Agreement shall have the meanings set forth in the "Definitions Addendum" attached hereto as Exhibit A and incorporated herein by reference.

2. In order to protect the Executive against the possible consequences of a Change in Control and thereby induce the Executive to continue to serve as Vice President - Sales of the Company and/or in such other office or position to which he may be elected, the Company agrees that if (a) a Change in Control occurs and (b) the Executive leaves the employment of the Company for whatever reason (except because of the Executive's death or Retirement, discharge by the Company for Cause or Disability, or voluntary termination by the Executive other than for Good Reason) within thirty-six (36) months after such Change in Control:

IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date and year first above written.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ Donald R. Higgins

Donald R. Higgins

Carolyn J. Walker

Print Name

EXHIBIT A
To
Agreement between Donald R. Higgins (the "Executive") and
Roanoke Electric Steel Corporation
Dated November 1, 2001

Definitions Addendum

As used in this Agreement, the following capitalized terms have the indicated meanings unless the context clearly requires otherwise:

(A) "Applicable Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1) of the Internal Revenue Code of 1986, as amended.

(B) "Board" means Board of Directors of the Company.

(D) "Change in Control" means a change in control of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996), directly or indirectly, of 20% or more of the combined voting power of the Company's voting securities; (ii) the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; (iii) all or substantially all of the assets of the Company are sold, transferred or conveyed if the transferee is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity's voting securities); or (iv) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Executive or a group of Persons which includes the Executive, acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities; or (ii) which results in the Company, any subsidiary of the Company or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities.

(E) "Date of Termination" means (i) if the Executive's employment is terminated by the Executive for other than Good Reason, ninety (90) days after Notice of Termination is given, (ii) if the Executive's employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that in the case of Disability, the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive's employment is to be terminated for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination, (iv) the date of the Executive's death, or (v) if the Executive's employment is to be terminated by the Company for any reason other than Cause, the date specified in the Notice of Termination, which in no event shall be a date earlier than ninety (90) days after the date on which such Notice of Termination is given.

(I) "Good Reason" means:

(ii) The failure by the Company to obtain from any Successor the assent to this Agreement;

(iv) In the event of a Change in Control, the failure by the Company to continue in effect any Plan in which Executive participates at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as favorable a basis as in the case on the date of the Change in Control or which would materially reduce the Executive's benefits in the future under any such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;

(vi) In the event of a Change in Control, the Company requiring the Executive to be based anywhere other than where his office is located immediately prior to the Change in Control.

(J) "Incumbent Board" means the Board as constituted on the date hereof.

(L) "Person" has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the Exchange Act.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ Donald R. Higgins

Donald R. Higgins

Carolyn J. Walker

Print Name

THIS AGREEMENT ("Agreement") dated as of November 1, 2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard, N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"),
and John E. Morris , (the "Executive") 1783 Laurel Mountain Drive, Salem, VA 24153 (address).

WITNESSETH THAT:

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders; and

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. The capitalized terms in this Agreement shall have the meanings set forth in the "Definitions Addendum" attached hereto as Exhibit A and incorporated herein by reference.

2. In order to protect the Executive against the possible consequences of a Change in Control and thereby induce the Executive to continue to serve as Vice President - Finance of the Company and/or in such other office or position to which he may be elected, the Company agrees that if (a) a Change in Control occurs and (b) the Executive leaves the employment of the Company for whatever reason (except because of the Executive's death or Retirement, discharge by the Company for Cause or Disability, or voluntary termination by the Executive other than for Good Reason) within thirty-six (36) months after such Change in Control:

IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date and year first above written.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ John E. Morris

John E. Morris

Carolyn J. Walker

Print Name

EXHIBIT A
To
Agreement between John E. Morris (the "Executive") and
Roanoke Electric Steel Corporation
Dated November 1, 2001

Definitions Addendum

As used in this Agreement, the following capitalized terms have the indicated meanings unless the context clearly requires otherwise:

(A) "Applicable Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1) of the Internal Revenue Code of 1986, as amended.

(B) "Board" means Board of Directors of the Company.

(D) "Change in Control" means a change in control of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996), directly or indirectly, of 20% or more of the combined voting power of the Company's voting securities; (ii) the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; (iii) all or substantially all of the assets of the Company are sold, transferred or conveyed if the transferee is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity's voting securities); or (iv) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Executive or a group of Persons which includes the Executive, acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities; or (ii) which results in the Company, any subsidiary of the Company or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities.

(E) "Date of Termination" means (i) if the Executive's employment is terminated by the Executive for other than Good Reason, ninety (90) days after Notice of Termination is given, (ii) if the Executive's employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that in the case of Disability, the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive's employment is to be terminated for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination, (iv) the date of the Executive's death, or (v) if the Executive's employment is to be terminated by the Company for any reason other than Cause, the date specified in the Notice of Termination, which in no event shall be a date earlier than ninety (90) days after the date on which such Notice of Termination is given.

(I) "Good Reason" means:

(ii) The failure by the Company to obtain from any Successor the assent to this Agreement;

(iv) In the event of a Change in Control, the failure by the Company to continue in effect any Plan in which Executive participates at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as favorable a basis as in the case on the date of the Change in Control or which would materially reduce the Executive's benefits in the future under any such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;

(vi) In the event of a Change in Control, the Company requiring the Executive to be based anywhere other than where his office is located immediately prior to the Change in Control.

(J) "Incumbent Board" means the Board as constituted on the date hereof.

(L) "Person" has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the Exchange Act.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ John E. Morris

John E. Morris

Carolyn J. Walker

Print Name

THIS AGREEMENT ("Agreement") dated as of November 1, 2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard, N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"), and Thomas J. Crawford , (the "Executive") 809 Scott Circle, Salem, VA 24153 (address).

WITNESSETH THAT:

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders; and

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. The capitalized terms in this Agreement shall have the meanings set forth in the "Definitions Addendum" attached hereto as Exhibit A and incorporated herein by reference.

2. In order to protect the Executive against the possible consequences of a Change in Control and thereby induce the Executive to continue to serve as Vice President - Administration & Secretary of the Company and/or in such other office or position to which he may be elected, the Company agrees that if (a) a Change in Control occurs and (b) the Executive leaves the employment of the Company for whatever reason (except because of the Executive's death or Retirement, discharge by the Company for Cause or Disability, or voluntary termination by the Executive other than for Good Reason) within thirty-six (36) months after such Change in Control:

IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date and year first above written.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ Thomas J. Crawford

Thomas J. Crawford

Carolyn J. Walker

Print Name

EXHIBIT A
To
Agreement between Thomas J. Crawford (the "Executive") and
Roanoke Electric Steel Corporation
Dated November 1, 2001

Definitions Addendum

As used in this Agreement, the following capitalized terms have the indicated meanings unless the context clearly requires otherwise:

(A) "Applicable Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1) of the Internal Revenue Code of 1986, as amended.

(B) "Board" means Board of Directors of the Company.

(D) "Change in Control" means a change in control of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996), directly or indirectly, of 20% or more of the combined voting power of the Company's voting securities; (ii) the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; (iii) all or substantially all of the assets of the Company are sold, transferred or conveyed if the transferee is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity's voting securities); or (iv) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Executive or a group of Persons which includes the Executive, acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities; or (ii) which results in the Company, any subsidiary of the Company or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities.

(E) "Date of Termination" means (i) if the Executive's employment is terminated by the Executive for other than Good Reason, ninety (90) days after Notice of Termination is given, (ii) if the Executive's employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that in the case of Disability, the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive's employment is to be terminated for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination, (iv) the date of the Executive's death, or (v) if the Executive's employment is to be terminated by the Company for any reason other than Cause, the date specified in the Notice of Termination, which in no event shall be a date earlier than ninety (90) days after the date on which such Notice of Termination is given.

(I) "Good Reason" means:

(ii) The failure by the Company to obtain from any Successor the assent to this Agreement;

(iv) In the event of a Change in Control, the failure by the Company to continue in effect any Plan in which Executive participates at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as favorable a basis as in the case on the date of the Change in Control or which would materially reduce the Executive's benefits in the future under any such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;

(vi) In the event of a Change in Control, the Company requiring the Executive to be based anywhere other than where his office is located immediately prior to the Change in Control.

(J) "Incumbent Board" means the Board as constituted on the date hereof.

(L) "Person" has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the Exchange Act.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ Thomas J. Crawford

Thomas J. Crawford

Carolyn J. Walker

Print Name

THIS AGREEMENT ("Agreement") dated as of November 1, 2001, by and between Roanoke Electric Steel Corporation, 102 Westside Boulevard, N.W., Roanoke, Virginia 24017, a Virginia corporation (the "Company"), and
Timoth R. Duke , (the "Executive") 24 Marne Drive, Huntington, WV 25705 (address).

WITNESSETH THAT:

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders; and

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. The capitalized terms in this Agreement shall have the meanings set forth in the "Definitions Addendum" attached hereto as Exhibit A and incorporated herein by reference.

2. In order to protect the Executive against the possible consequences of a Change in Control and thereby induce the Executive to continue to serve as President & CEO, Steel of West Virginia, Inc. and Subsidiaries of the Company and/or in such other office or position to which he may be elected, the Company agrees that if (a) a Change in Control occurs and (b) the Executive leaves the employment of the Company for whatever reason (except because of the Executive's death or Retirement, discharge by the Company for Cause or Disability, or voluntary termination by the Executive other than for Good Reason) within thirty-six (36) months after such Change in Control:

IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date and year first above written.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ Timothy R. Duke

Timothy R. Duke

Carolyn J. Walker

Print Name

EXHIBIT A
To
Agreement between Timothy R. Duke (the "Executive") and
Roanoke Electric Steel Corporation
Dated November 1, 2001

Definitions Addendum

As used in this Agreement, the following capitalized terms have the indicated meanings unless the context clearly requires otherwise:

(A) "Applicable Federal Rate" has the meaning ascribed to that term in Section 1274(d)(1) of the Internal Revenue Code of 1986, as amended.

(B) "Board" means Board of Directors of the Company.

(D) "Change in Control" means a change in control of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1996), directly or indirectly, of 20% or more of the combined voting power of the Company's voting securities; (ii) the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; (iii) all or substantially all of the assets of the Company are sold, transferred or conveyed if the transferee is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity's voting securities); or (iv) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Executive or a group of Persons which includes the Executive, acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities; or (ii) which results in the Company, any subsidiary of the Company or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of the Company's voting securities.

(E) "Date of Termination" means (i) if the Executive's employment is terminated by the Executive for other than Good Reason, ninety (90) days after Notice of Termination is given, (ii) if the Executive's employment is to be terminated for Disability, thirty (30) days after Notice of Termination is given (provided that in the case of Disability, the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive's employment is to be terminated for Cause or by the Executive for Good Reason, the date specified in the Notice of Termination, (iv) the date of the Executive's death, or (v) if the Executive's employment is to be terminated by the Company for any reason other than Cause, the date specified in the Notice of Termination, which in no event shall be a date earlier than ninety (90) days after the date on which such Notice of Termination is given.

(I) "Good Reason" means:

(ii) The failure by the Company to obtain from any Successor the assent to this Agreement;

(iv) In the event of a Change in Control, the failure by the Company to continue in effect any Plan in which Executive participates at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as favorable a basis as in the case on the date of the Change in Control or which would materially reduce the Executive's benefits in the future under any such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;

(vi) In the event of a Change in Control, the Company requiring the Executive to be based anywhere other than where his office is located immediately prior to the Change in Control.

(J) "Incumbent Board" means the Board as constituted on the date hereof.

(L) "Person" has the meaning ascribed to that term in Sections 3(d)(9) and 13(d)(3) of the Exchange Act.

ROANOKE ELECTRIC STEEL CORPORATION

By /s/ Donald G. Smith

Donald G. Smith

Its: Chairman, President, Treasurer

& Chief Executive Officer

Witness: EXECUTIVE

/s/ Carolyn J. Walker /s/ Timothy R. Duke

Timothy R. Duke

Carolyn J. Walker

Print Name

* (e)
SWVA COLLECTIVE BARGAINING AGREEMENT

Incorporated by reference to the previously filed Form 10-Q for July 31, 2002 on file in the Commission office.

* Management contract, or compensatory plan or agreement, required to be filed as an Exhibit to this Form 10-K pursuant to Item 15 (c).

EXHIBIT NO. 13

2002 ANNUAL REPORT TO STOCKHOLDERS

EXHIBIT NO. 21

SUBSIDIARIES OF THE REGISTRANT

Registrant: Roanoke Electric Steel Corporation

Subsidiary of Registrant Organized Under Jurisdiction of

Shredded Products Corporation Virginia

John W. Hancock, Jr., Inc. Virginia

Socar, Incorporated South Carolina

RESCO Steel Products Corporation Virginia

Roanoke Technical Treatment and Services, Inc. Virginia

Steel of West Virginia, Inc. Delaware

EXHIBIT NO. 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos. 33-27359, 33-35243, 333-25299 and 333-49525 of Roanoke Electric Steel Corporation on Form S-8 of our report dated November 15, 2002, incorporated by reference in the Annual Report on Form 10-K of Roanoke Electric Steel Corporation for the year ended October 31, 2002.

Deloitte & Touche LLP

Raleigh, North Carolina
January 21, 2003

	Virginia	54-0585263
	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification No.)

	P.O. Box 13948, Roanoke, Virginia	24038-3948
	(Address of principal executive offices)	(Zip Code)

	EXHIBIT INDEX
EXHIBIT NO.	EXHIBIT	PAGE

(3)	(a) Articles of Incorporation, as amended	23

	(b) By-Laws, as amended	24
		Incorporated by reference

(4)	Instruments Defining the Rights of Security Holders	25

(10)	*(a) Executive Officer Incentive Arrangement	26
		Incorporated by reference

	*(b) Roanoke Electric Steel Corporation
	Employees' Stock Option Plan	26
		Incorporated by reference

	*(c) Roanoke Electric Steel Corporation
	Non- Employee Directors' Stock Option Plan	26
		Incorporated by reference

	*(d) Roanoke Electric Steel Corporation Severance Agreements	26

	*(e) SWVA Collective Bargaining Agreement	26
		Incorporated by reference

(13)	2002 Annual Report to Stockholders	27

(21)	Subsidiaries of the Registrant	28

(23)	Independent Auditor's Consent	29

	ROANOKE ELECTRIC STEEL CORPORATION
	Registrant

	By: /s/ Donald G. Smith
	Donald G. Smith, Chairman, President,
	Treasurer and Chief Executive Officer
	(Principal Executive Officer, Principal
	Financial Officer and Director)

	Name and Title	Date

	/s/ Donald G. Smith	January 21, 2003
	Donald G. Smith, Chairman, President,
	Treasurer and Chief Executive Officer
	(Principal Executive Officer, Principal
	Financial Officer and Director)

	/s/ John E. Morris	January 21, 2003
	John E. Morris, Vice President - Finance
	and Assistant Treasurer (Principal
	Accounting Officer)

	/s/ George B. Cartledge, Jr.	January 21, 2003
	George B. Cartledge, Jr. Director

	/s/ Charles W. Steger	January 21, 2003
	Charles W. Steger Director

	/s/ Frank A. Boxley	January 21, 2003
	Frank A. Boxley Director

	/s/ Charles I. Lunsford, II	January 21, 2003
	Charles I. Lunsford, II Director

	(1)		To manufacture, buy, sell or otherwise deal or traffic in iron, steel, manganese, nickel, copper, coal, coke, or other metals or minerals.

	(2)		To acquire, own, lease, occupy, use, develop or deal in, any lands containing coal, iron, manganese, nickel, copper, or other minerals, and to mine or otherwise extract or to remove such minerals.

	(3)		To apply for, obtain, register, purchase, lease or otherwise to acquire, and to hold, use, own, exercise, develop, operate and introduce, and to sell, assign, grant licenses in respect to, or otherwise dispose of, any trade-marks, trade-names, patents or inventions, improvements or processes used in connection with or secured under letters patent of the United States or elsewhere in relation to any of the other purposes herein stated, and to acquire, use, exercise, or otherwise turn to gain licenses in respect of any such trade-marks, patents, inventions, processes and the like, or any such property or rights.

	(4)		To acquire by purchase, subscription or otherwise, and to invest in, hold or dispose of stocks, bonds, securities or other obligations of any other corporation or corporations; domestic or foreign, and while owner of any such stocks, bonds, securities or other obligations to exercise all the rights, powers and privileges of ownership, including the right to vote thereon for any and all purposes; and to do any acts or things for the preservation, protection, improvement or enhancement of the value of any such stocks, bonds, securities or obligations.

	(5)		To borrow money; to issue bonds, debentures or obligations of the corporation from time to time, for monies borrowed or in payment for property purchased or for any of the other obligations or purposes of the corporation; to secure the same by mortgage or mortgages or deed or deeds of trust upon or pledge of any or all of the property, rights, privileges, or franchises of the corporation, wheresoever situated, acquired or to be acquired; and to sell or otherwise dispose of any or all such bonds, debentures, and obligations; provided, that no bonded indebtedness, or increase in bonded indebtedness, secured by a lien on any of the property or franchises of the Corporation, shall be created until the creation or increase of such indebtedness be sanctioned by a vote in person or by proxy of a majority in amount of all the stockholders having voting power, present or represented and voting, at a meeting of the stockholders called by the Board of Directors for that purpose pursuant to notice according to law; provided further, that no approval of or submission to the stockholders shall be required for any notes or bonds given for deferred installments of the purchase price of property and secured by deeds of trust, mortgages, or other liens on the property of the Corporation.

	(6)		To conduct its business in all or any of its branches in the State of Virginia and in other states of the United States of America, and in the territories and the District of Columbia, and in any or all dependencies, colonies, or possessions of the United States of America and in foreign countries, and for or in connection with such business, to hold, possess, purchase, mortgage and convey real and personal property and to maintain offices and agencies either within or without the State of Virginia.

	Name	Residence
	John W. Hancock, Jr.	2801 Avenham Ave., S.W., Roanoke, Virginia
	Orran D. Oakey, Jr.	2425 Willow, Western Hills, R. D. 4, Roanoke, Virginia
	Barton W. Morris	2406 Wycliffe Avenue, S.W., Roanoke, Virginia
	A. Blair Antrim	3105 Somerset Avenue, S.W., Roanoke, Virginia
	Charles P. Lunsford	3015 Avenham Avenue, S.W., Roanoke, Virginia
	S. Colston Snead, Jr.	701 Red Lane, Salem, Virginia

Name	Residence	Office
John W. Hancock, Jr.	2801 Avenham Avenue, S.W., Roanoke, Va.	President and Treasurer
Elizabeth B. Hancock	2801 Avenham Avenue, S.W., Roanoke, Va.	Secretary

		John W. Hancock, Jr. (SEAL)
		Orran D. Oakey, Jr. (SEAL)
		Barton W. Morris (SEAL)

STATE OF VIRGINIA )
)		To-wit:
CITY OF ROANOKE )

(a)		The name of the corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b)		Article IV of the Articles of Incorporation is amended to read as follows:

		"The maximum capital stock of the corporation is to be One Hundred Thousand (100,000) shares of common stock of no par value."

(c)		On October 15, 1958, after proper notice, the proposed amendment was found in the best interests of the corporation and was adopted by the Board of Directors by a vote of six "for" and one absent and not voting. On December 15, 1958, notice was given to each stockholder of record entitled to vote in the manner provided in 13.1 Code of Virginia of 1950 as amended, accompanied by a copy of the proposed amendment, and such proposed amendment was adopted at a regular meeting of the stockholders held pursuant to such notice on January 19, 1959.

(d)		On the date of such meeting, 2720 shares were outstanding and entitled to vote on the proposed amendment.

(e)		On the date of such meeting, 2291 shares were voted in person or by proxy for such amendment, and no shares were voted in person or by proxy against such amendment.

(f)		Such amendment does not effect a change in the amount of stated capital of the corporation.

(g)		Such amendment does not effect a restatement of the Articles of Incorporation.


	ROANOKE ELECTRIC STEEL CORPORATION

	BY: /s/ John W. Hancock, Jr.
	John W. Hancock, Jr., President

(a)		The name of the Corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b)		The amendment so adopted amends Article IV of the Articles of Incorporation to read as follows:

		"The maximum capital stock of the Corporation is to be Six Hundred Thousand (600,000) shares of common stock of no par value."

(c)		The meeting of the Board of Directors at which the amendment was found to be in the best interests of the Corporation and directed to be submitted to a vote at a meeting of stockholders was held on the 6th day of December, 1960. Notice was given to each stockholder of record entitled to vote on the 15th day of December, 1960, such notice being given more than twenty-five and less than fifty days before the date of the meeting and was given in the manner provided in this Act, and was accompanied by a copy of the proposed amendment; the date of the adoption of the amendment by the stockholders was the 16th day of January, 1961.

(d)		The number of shares outstanding and the number of shares entitled to vote on the amendment was 55,330 shares; all shares being common stock of no par value, there was no class entitled to vote thereon as a class.

(e)		The number of shares present in person or by proxy voted for the amendment was 50,925 shares and none against such amendment.

(f)		Such amendment does not effect a change in the amount of stated capital.

(g)		Such amendment does not effect a restatement of the Articles of Incorporation.


	ROANOKE ELECTRIC STEEL CORPORATION

	BY: /s/ John W. Hancock, Jr.
	President


	ROANOKE ELECTRIC STEEL CORPORATION

	BY:/s/ William M. Meador
	President

(a)		The name of the corporation is ROANOKE ELECTRIC STEEL CORPORATION.

(b)		The amendment so adopted reads as follows:

	"Article IV of the Articles of Incorporation is amended by deleting existing Article IV and substituting in lieu thereof:
		"Article IV

	"The aggregate number of shares which the corporation shall have authority to issue and the par value per share are as follows:

	Class		No. of Shares	Par Value Per Share
	Common		2,000,000	No Par"

(c)		The date of the meeting of the Board of Directors at which the amendment was found to be in the best interests of the corporation and directed to be submitted to a vote at a meeting of the stockholders was November 12, 1973. The date when notice was given to each stockholder of record entitled to vote was December 20, 1973. Such notice was given in the manner provided by the Virginia Stock Corporation Act and was accompanied by a copy of the proposed amendment. The date of the adoption of the amendment by the stockholders was January 21, 1974.

(d)		The number of shares outstanding is 763,228 shares, each share being entitled to vote on the amendment.

(e)		The number of shares voted for the amendment was 652,250 shares, and the number of shares voted against the amendment was 3,773 shares.


	ROANOKE ELECTRIC STEEL CORPORATION

	BY:/s/ William M. Meador
	William M. Meador, President

	/s/ Donald G. Smith
	Donald G. Smith, Secretary

A.		The name of the Corporation is: Roanoke Electric Steel Corporation.

B.		The Amendment of the Articles of Incorporation is as follows:

	Article IV of the Articles of Incorporation is amended by deleting existing Article IV and substituting in lieu thereof:
		"ARTICLE IV
		The aggregate number of shares which the Corporation shall have authority to issue and the par value per share are as follows:

		Class	Number of Shares	Par Value Per Share
		Common	10,000,000	No Par"

C.		The amendment was adopted by the shareholders of the Corporation at the annual meeting held January 20, 1986.

D.		The Amendment was proposed by the Board of Directors and submitted to the shareholders in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia. As of the record date for the annual meeting 2,369,832 shares of the Common Voting Stock of the Corporation were outstanding and entitled to vote. Of the total shares voted, 1,896,227 undisputed votes were cast in favor of the Amendment by the holders of Common Voting Stock, which number was sufficient for approval of the Amendment pursuant to § 13.1-707 of the Code of Virginia of 1950, as amended.


	ROANOKE ELECTRIC STEEL CORPORATION

	BY:/s/ Donald G. Smith
	Donald G. Smith, President

	/s/ Thomas J. Crawford
	Thomas J. Crawford, Secretary

		"VI

		(a) The number of directors of the Corporation, not less than five nor more than eleven, shall be fixed by the Bylaws and, in the absence of a Bylaw fixing the number, shall be eleven. Upon the adoption of this Article VI, the directors shall be divided into three classes (A, B and C) as nearly equal in number as possible. The initial term of office for members of Class A shall expire at the annual meeting of shareholders in 1997; the initial term of office for members of Class B shall expire at the annual meeting of shareholders in 1998; and the initial term of office for members of Class C shall expire at the annual meeting of shareholders in 1999. At each annual meeting of shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election and shall continue to hold office until their respective successors are elected and qualify. In the event of any increase or decrease in the number of directors fixed by the Bylaws, any newly-created directorships and any decrease in directorships shall be so apportioned among the classes by the Board of Directors so as to make all classes as nearly equal in number as possible.

		(b) Newly-created directorships resulting from an increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause shall be filled by the affirmative vote of a majority of the directors then in office, whether or not a quorum. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. A director may be removed from office only for a cause."

C.		The Amendment was adopted at the Annual Meeting of Shareholders held on February 20, 1996.

D.		The Amendment was proposed by the Board of Directors of the Corporation and submitted to the shareholders in accordance with the requirements of the Virginia Stock Corporation Act.

E.		The only voting group entitled to vote on the Amendment is the holders of the Corporation's common stock. As of December 12, 1995, the record date for the Annual Meeting, there were 8,076,897 shares of common stock of the Corporation issued and outstanding and entitled to vote. 7,258,843 votes were cast "for" the Amendment to Article IV, and 135,567 votes were withheld or cast "against" such Amendment. 5,391,480 votes were cast "for" the Amendment to Article VI, and 1,298,924 votes were withheld or cast against such Amendment. The number of votes cast "for" the Amendments to Article IV and Article VI, respectively, was sufficient for approval of the Amendment by shareholders.

		ROANOKE ELECTRIC STEEL CORPORATION

		By /s/ Donald G. Smith
		Donald G. Smith
		Its: Chairman, President, Treasurer
		& Chief Executive Officer

Witness:		EXECUTIVE
/s/ Carolyn J. Walker		/s/ Donald G. Smith
		Donald G. Smith
Carolyn J. Walker
Print Name

	Registrant:	Roanoke Electric Steel Corporation

	Subsidiary of Registrant	Organized Under Jurisdiction of

	Shredded Products Corporation	Virginia

	John W. Hancock, Jr., Inc.	Virginia

	Socar, Incorporated	South Carolina

	RESCO Steel Products Corporation	Virginia

	Roanoke Technical Treatment and Services, Inc.	Virginia

	Steel of West Virginia, Inc.	Delaware