AMERISTEEL CORP, S-8, 1999-07-12

AMERISTEEL CORP
S-8, 1999-07-12
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1999
Registration Statement No. 333-______

===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMERISTEEL CORPORATION
(Exact name of Registrant as specified in its charter)

FLORIDA 59-0792436
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

5100 W. LEMON STREET
TAMPA, FLORIDA 33609
(813) 286-8383
(Address, including zip code, and telephone number
including area code, of Registrant's principal executive offices)

AMERISTEEL CORPORATION
1999 AMERISTEEL EMPLOYEE STOCK PURCHASE/SAR PLAN
(Full Title of the plan)

Phillip E. Casey, Chief Executive Officer
AmeriSteel Corporation
5100 W. Lemon Street
Tampa, Florida 33609
(813) 286-8383
(Name, address, including zip code, and telephone number
including area code, of agent for service)

<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price Registration Fee
- -------------------- -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Class A Common Stock 100,000 shares $18.00 $1,800,000 $500.40

</TABLE>

(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee, based upon the most recently available appraisal of
the fair market value of the common stock.

<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

By this reference, the following documents filed or to be filed by
Ameristeel Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:

1. The Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1999.

2. All documents filed by the Company with the Commission subsequent to the
date of this Registration Statement under Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, and prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated into and made a part of this Registration
Statement from the date of filing of such documents with the Commission.

ITEM 4. DESCRIPTION OF SECURITIES.

The Company has authority under its Articles of Incorporation to issue
up to 100,000,000 shares of Class A Common Stock, par value $.01 per share, and
up to 22,000,000 shares of Class B Common Stock, par value $.01 per share
(together referred to as "Common Stock"). Shares of Class A Common Stock and
shares of Class B Common Stock generally carry the same rights, powers,
preferences, privileges and limitations, except that Class A Common Stock has
one vote per share while Class B Common Stock has two votes per share. As of
May 31, 1999, there were no shares of Class A Common Stock outstanding and
there are 10,546,044 shares of Class B Common Stock outstanding held of record.

VOTING RIGHTS -- The holders of Class A Common Stock are entitled to
one vote per share. Holders of Class B Common Stock are entitled to two votes
per share. Except as otherwise required by law or the Company's Articles of
Incorporation, the holders of all classes of Common Stock entitled to vote will
vote together as a single class on all matters presented to the stockholders
for their vote or approval. Because of the disproportionate voting rights of
the Class B Common Stock, holders of Class B Common Stock may be able to
control the outcome of matters submitted to a vote of the Company's
stockholders, including the election of directors, when the number of
outstanding shares of Class B Common Stock is less than a majority of the
number of shares of all classes of Common Stock then outstanding.

DIVIDENDS -- Holders of Class A Common Stock and Class B Common Stock
are entitled to receive dividends at the same rate on a per share basis if, as
and when such dividends are declared by the Board of Directors of the Company
out of assets or funds legally available therefor. No dividend or other
distribution (including redemptions or repurchases of shares of capital stock)
may be made if after giving effect to such distribution, the Company would not
be able to pay its debts as they become due in the usual course of business, or
the Company's total assets would be less than the sum of its total liabilities.
In addition, the Company's ability to pay dividends may be limited by the
provisions of applicable loan agreements. In the case of a dividend or other
distribution payable in shares of a class of Common Stock, including
distributions pursuant to stock splits or divisions of Common Stock, only
shares of Class A Common Stock may be distributed with respect to Class A
Common Stock and only shares of Class B Common Stock may be distributed with
respect to Class B Common Stock. The number of shares of each class of Common
Stock so distributed shall be equal in number on a per share basis.

<PAGE> 3

CONVERSION -- Class A Common Stock has no conversion rights. Shares of
Class B Common Stock are convertible into Class A Common Stock, in whole or in
part, at anytime and from time to time at the option of the holder, on the
basis of one share of Class A Common Stock for each share of Class B Common
Stock converted. Each share of Class B Common Stock shall automatically convert
into one share of Class A Common Stock on the date on which the number of
shares of Class B Common Stock then owned of record by Kyoei Steel, Ltd.
("Kyoei"), its wholly owned subsidiaries and Phillip E. Casey would be entitled
to cast fewer than 50% of the aggregate number of votes that would be entitled
to be cast by all holders of shares of Common Stock then outstanding at a
meeting of such holders. The Company covenants that (i) it will at all times
reserve and keep available, out of its authorized but unissued shares of Class
A Common Stock, such number of shares of Class A Common Stock issuable upon the
conversion of all outstanding shares of Class B Common Stock, (ii) it will
cause any share of Class A Common Stock issuable upon conversion of a share of
Class B Common Stock that requires registration with or approval of any
governmental authority under federal or state law before such shares may be
issued upon conversion to be so registered or approved and (iii) it will use
its best efforts to list the shares of Class A Common Stock required to be
delivered upon conversion prior to such delivery upon such national securities
exchange upon which the outstanding Class A Common Stock is listed at the time
of such delivery.

RESTRICTIONS ON TRANSFER -- During the time prior to any public
offering of shares pursuant to a registration statement filed under the
Securities Act of 1933, certain shares of the Company's Common Stock are
subject to limitations on transfer. Specifically, any shares of Class A Common
Stock acquired under the Company's 1999 Employee Stock Purchase/SAR Plan are
subject to a right of first refusal in favor of the Company. Prior to the sale,
assignment, transfer, pledge or other disposition of shares of Common Stock, a
stockholder must first offer to sell such shares to the Company in accordance
with the terms and conditions of the applicable plan.

OTHER PROVISIONS -- In the event of any dissolution, liquidation or
winding up of the affairs of the Company, after payment of the debts and other
liabilities of the Company, the remaining assets of the Company will be
distributable ratably among the holders of the Class A Common Stock and Class B
Common Stock treated as a single class. The holders of the Class A Common Stock
and Class B Common Stock are not entitled to preemptive rights. None of the
Class A Common Stock or Class B Common Stock may be reclassified, subdivided or
combined in any manner unless the other class is simultaneously reclassified,
subdivided or combined in the same proportion. The holders of Common Stock have
no preemptive rights, no cumulative voting rights and no redemption or sinking
fund provisions.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with respect to any
criminal action or proceeding, the officer or director had no reasonable cause
to believe his or her conduct was unlawful. In the case of proceedings by or in
the right of the corporation, the Florida Act provides that, in general, a
corporation may indemnify any person who was or is a party to any such
proceeding by reason of the fact that he or she is or was a director or officer
of the corporation against expenses and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, provided that such person

<PAGE> 4

acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim as to which such person
is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii)
a transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation
in a proceeding by or in the right of the corporation to procure a judgment in
its favor or in a proceeding by or in the right of a shareholder. Under the
terms of the Company's Articles of Incorporation and Bylaws, the Company may
indemnify any director, officer or employee or any former director, officer or
employee to the fullest extent permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number Description

4.1 Articles of Incorporation, as amended to date

4.2 Amended and restated By-Laws.

4.3 Form of Class A Common Stock Certificate

5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association, as to the legality of the Common Stock
being registered.

23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association (contained in Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24 Powers of Attorney (contained in signature page).

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

<PAGE> 5

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

<PAGE> 6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida, on the 12 day of
July, 1999.

AMERISTEEL CORPORATION

By: /s/Tom J. Landa
-------------------------------------
Tom J. Landa
Vice President

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Ameristeel Corporation, a Florida corporation, for himself or
herself and not for one another, does hereby constitute and appoint Phillip E.
Casey and Tom J. Landa, and each of them, a true and lawful attorney in his
name, place and stead, in any and all capacities, to sign his or her name to
any and all amendments, including post-effective amendments, to this
registration statement, with respect to the proposed issuance, sale and
delivery of shares of its Common Stock, and to cause the same to be filed with
the Securities and Exchange Commission, granting unto said attorneys and each
of them full power and authority to do and perform any act and thing necessary
and proper to be done in the premises, as fully to all intents and purposes as
the undersigned could do if personally present, and each of the undersigned for
himself or herself hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

<S> <C> <C>
/s/ Phillip E. Casey Chairman of the Board, Chief July 12, 1999
- ------------------------------ Executive Officer and Director
Phillip E. Casey (Principal Executive Officer)

/s/ Tom J. Landa Vice President, Chief Financial July 12, 1999
- ------------------------------ Officer and Director
Tom J. Landa

/s/ J. Donald Haney Group Vice President, Fabricated July 12, 1999
- ------------------------------ Reinforcing Steel, and Director
J. Donald Haney

Vice President, Engineering and
- ------------------------------ Technology, and Director
Shuzo Hikita

/s/ Koichi Takashima Director July 12, 1999
- ------------------------------
Koichi Takashima

/s/ Akihiko Takashima Director July 12, 1999
- ------------------------------
Akihiko Takashima

</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
Director
- ------------------------------
Hideichiro Takashima

/s/ Ryutaro Yoshioka Director July 12, 1999
- ------------------------------
Ryutaro Yoshioka

</TABLE>
<PAGE> 8

EXHIBIT LIST

Exhibit
Number Description

4.1 Articles of Incorporation, as amended to date

4.2 Amended and restated By-Laws.

4.3 Form of Class A Common Stock Certificate

5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association, as to the legality of the Common Stock
being registered.

23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association (contained in Exhibit 5).

23.2 Consent of Arthur Andersen LLP.

24 Powers of Attorney (contained in signature page).

<PAGE> 1
EXHIBIT 4.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF FLORIDA STEEL CORPORATION

I. The name of the Corporation whose Articles of Incorporation
are being amended and restated in the following Amended and
Restated Articles of Incorporation is FLORIDA STEEL
CORPORATION.

II. The Amended and Restated Articles of Incorporation of Florida
Steel Corporation are as follows:

ARTICLE I

The name of the Corporation is FLORIDA STEEL CORPORATION
(hereinafter called the "Corporation").

ARTICLE II

The purpose for which the Corporation is formed is to engage
in any lawful act or activity for which Corporations may be organized under the
laws of the State of Florida.

ARTICLE III

The Corporate existence of the Corporation commenced on August
24, 1956.

ARTICLE IV

The aggregate number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is 1,000 shares of
Common Stock, each having a par value of one cent ($.01).

1. All rights to vote and all voting power shall be vested
exclusively in the holders of the Common Stock.

2. The holders of the Common Stock shall be entitled to
receive when, as and if declared by the Board of Directors, out of funds legally
available therefore, dividends payable in cash, stock, or otherwise.

3. Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock in accordance
with their respective rights and interests.

<PAGE> 2

ARTICLE V

The address of the Corporation's registered office in the State of
Florida is 1715 Cleveland Street, City of Tampa, and the name of its registered
agent at such address is Marvin F. Hill.

ARTICLE VI

The number of Directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the Corporation's by-laws.

III. Pursuant to Section 607.1007 of the Florida General Corporation Act,
the Articles of Incorporation of Florida Steel Corporation, initially
filed with the Department of State of the State of Florida on August
24, 1956 and amended and restated on November 17, 1988, are being
amended and restated simultaneously in the Amended and Restated
Articles of Incorporation set forth in Section II hereof by (i)
deleting from old Article VI thereof the requirement that the Board of
Directors consist of at least three members, (ii) deleting in its
entirety old Article VII thereof, changing the registered agent and
(iv) reducing the authorized capital and removing all references to
preferred stock. There is no material discrepancy between the Florida
Steel Corporation Restated Articles of Incorporation as heretofore
filed with the Department of State of the State of Florida and the
provisions of the Amended and Restated Articles of Incorporation other
than the inclusion of the foregoing amendments.

IV. Pursuant to Sections 607.1003, 607.0704 and 607.1007 of the Florida
General Corporation Act, the amendments made hereby simultaneously with
restating the Articles of Incorporation of Florida Steel Corporation
have been duly adopted by the Board of Directors and by the sole
shareholder of Florida Steel Corporation by resolution at a meeting
duly held for such purpose on December 21, 1992 and by a unanimous
written consent dated December 21, 1992, respectively.

IN WITNESS WHEREOF, the undersigned Chairman of the Board and Secretary
of Florida Steel Corporation have executed the foregoing Amended and Restated
Articles of Incorporation on behalf of Florida Steel Corporation on this 21st
day of December 1992.

FLORIDA STEEL CORPORATION

By:
--------------------------------------
Koichi Takashima
Chairman of the Board

By:
--------------------------------------
Marvin F. Hill
Secretary

<PAGE> 3

State of New York )
) ss:
County of New York )

On this day personally appeared before me Koichi Takashima,
Chairman of the Board of Florida Steel Corporation, a Florida corporation, and
he acknowledged that he executed the foregoing Amended and Restated Articles of
Incorporation as such officer for and on behalf of said corporation after having
been duly authorized to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this 21st5 day of December, 1992.

------------------------------------
Notary Public
(Stephen D. Trent)

My commission expires: September 23, 199

<PAGE> 4

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FLORIDA STEEL CORPORATION

Florida Steel Corporation, a corporation organized and existing under
the laws of the State of Florida (the "Corporation"), in order to amend its
Articles of Incorporation in accordance with the requirements of Chapter 607,
Florida Statutes, does hereby certify as follows:

1. The amendment to the existing Articles of Incorporation
being effected hereby is to delete Article IV of the Articles of Incorporation
and to substitute in its place the following:

******************************************************
ARTICLE IV

The capital stock of the corporation shall consist of
30,000,000 shares of common stock, with a par value of $.01 per share.
There shall be no preemptive rights with respect to such stock. All
rights to vote and all voting power shall be vested exclusively in the
holders of common stock.

*****************************************************

1. The effect of the amendment is to increase the number of
authorized shares of common stock of the Corporation from 1,000 shares
to 30,000,000 shares.

2. This amendment to the Articles of Incorporation was
unanimously approved by the Board of Directors of the Corporation at a
meeting held on May 22, 1995 and by the shareholders of the Corporation
by a written action signed by all shareholders and dated May 22, 1995.

3. These Articles of Amendment of the Articles of
Incorporation shall be effective immediately upon filing by the
Secretary of State of the State of Florida, all required taxes and fees
having been paid.

IN WITNESS WHEREOF, Florida Steel Corporation has caused these Articles
of Amendment of the Articles of Incorporation to be executed by its Chairman of
the Board this 22nd day of May, 1995.

FLORIDA STEEL CORPORATION

By:
-----------------------------------------
Phillip E. Casey, Chairman of the Board

<PAGE> 5

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FLORIDA STEEL CORPORATION

1. The Articles of Incorporation of the Corporation were filed by the
Secretary of State of the State of Florida on August 24, 1956.

2. The amendment to the existing Articles of Incorporation being
effected hereby is to delete in its entirety Article I of the Articles of
Incorporation as of the date hereof, and to substitute in its place the Article
set forth below.

3. As amended below, Article I of the Articles of Incorporation has the
sole effect of changing the Corporation's name from "Florida Steel Corporation"
to "AmeriSteel Corporation." The Amendment to the existing Articles of
Incorporation being effected hereby will make no changes in the current capital
structure of the Corporation.

4. This amendment to the Articles of Incorporation was recommended to
the shareholders of the corporation by unanimous written action of the board of
directors of the corporation on March 27, 1996 and was approved on March 27,
1996 by the stockholders by way of a written action of shareholders of the
Corporation having the requisite number of votes to adopt such amendment as
required by Section 607.1003, Florida Statutes and in compliance with the
requirements, including notice to all other shareholders, of Section 607.0704,
Florida Statutes.

5. These Articles of Amendment of the Articles of Incorporation shall
be effective immediately upon filing by the Secretary of State of the State of
Florida, all required taxes and fees having been paid, and thereafter the name
of the Corporation shall be "AmeriSteel Corporation" and Article I of the
Articles of Incorporation of the Corporation shall read as follows:

******************************************************
ARTICLE I

The name of this corporation shall be:

AmeriSteel Corporation

*****************************************************

<PAGE> 6

IN WITNESS WHEREOF, Florida Steel Corporation has caused these Articles
of Amendment of the Articles of Incorporation to be executed by its Chairman of
the Board this 22nd day of March, 1996.

FLORIDA STEEL CORPORATION

By:
---------------------------------------
Phillip E. Casey, Chairman of the Board

<PAGE> 7

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERISTEEL CORPORATION

AMERISTEEL CORPORATION, a corporation organized and existing under the
laws of the State of Florida (the "Corporation"), in order to amend its
Articles of Incorporation as now in effect (the "Articles of Incorporation"),
in accordance with the requirements of Chapter 607, Florida Statutes, does
hereby certify as follows:

1. The name of the Corporation is AMERISTEEL CORPORATION and its
Document Number with the Florida Department of State is 195537.

2. The amendment being effected hereby (the "Amendment") was duly
adopted and approved by the Board of Directors of the Corporation at a meeting
thereof on October 16, 1997.

3. In accordance with Section 607.0704, Florida Statutes: the
Amendment was duly adopted and approved by a majority of the shareholders of
the Corporation by the execution of one or more written consents effective
December 8, 1997, dated and signed by shareholders having the requisite number
of votes to vote thereon, such vote was sufficient for approval of the
Amendment, such consents described the action taken and were duly and timely
delivered to the Corporation by delivery to its corporate secretary, and notice
thereof was given to those shareholders who did not consent in writing to the
matters approved.

4. These Articles of Amendment of the Articles of Incorporation of
AmeriSteel Corporation (these "Articles of Amendment") shall be effective upon
filing hereof with the Department of State of the State of Florida.

5. Immediately prior to the filing of these Articles of Amendment, the
authorized capital stock of the Corporation consists of 30,000,000 shares of
common stock ("Old Common Stock"), par value $.01 per share, of which
10,075,304 shares are issued and outstanding. The Amendment causes the
authorized capital stock of the Corporation to consist of 100,000,000 shares of
Class A Common Stock ("Class A Common Stock"), par value $.01 per share, and
22,000,000 shares of Class B Common Stock ("Class B Common Stock"), par value
$.01 per share. Upon the effectiveness of these Articles and the Amendment,
each issued and outstanding share of Old Common Stock shall be automatically
converted and reclassified into one issued and outstanding share of Class B
Common Stock and every option or other right to purchase or otherwise acquire a
share of Old Common Stock shall be automatically converted and reclassified
into an identical option or other right to purchase or otherwise acquire one
share of Class B Common Stock, in each case without any other or further action
by or on the part of the Corporation or any other person. Further, every
reference to any number of shares of Old Common Stock in any contract,
agreement, document

Page 1 of 6

<PAGE> 8

or instrument to which the Corporation is a party shall be deemed to be a
reference to the same number of shares of Class B Common Stock.

6. The Articles of Incorporation are hereby amended by deleting
Article IV thereof, and in its place and stead substituting the following:

* * *

ARTICLE IV

4.1 General. The total number of shares of stock which the Corporation shall
have authority to issue is 100,000,000 shares of Class A Common Stock ("Class A
Common Stock"), par value $.01 per share, and 22,000,000 shares of Class B
Common Stock ("Class B Common Stock"), par value $.01 per share. Class A Common
Stock and Class B Common Stock are together referred to as "Common Stock."
Except as otherwise set forth below, the rights, powers, preferences,
privileges and limitations of shares of Class A Common Stock and Class B Common
Stock shall be identical in all respects.

4.2 Voting Rights. Every holder of Class A Common Stock shall be entitled to
one vote in person or by proxy for each share of Class A Common Stock standing
in his or her name on the transfer books of the Corporation, and every holder
of Class B Common Stock shall be entitled to two votes in person or by proxy
for each share of Class B Common Stock standing in his or her name on the
transfer books of the Corporation, in connection with all other matters
submitted to a vote of shareholders. Except as may be otherwise required by law
or by these Articles of Incorporation, the holders of Class A Common Stock and
Class B Common Stock shall vote together as a single voting group on all
matters submitted to a vote of the holders of Common Stock. Every reference in
these Articles of Incorporation or in the Bylaws of the Corporation to a
majority or other proportion of shares of Common Stock, Class A Common Stock or
Class B Common Stock, as the case may be, shall refer to such majority or other
proportion of the votes to which such shares of Common Stock, Class A Common
Stock or Class B Common Stock, as the case may be, are entitled.

4.3 Voluntary Conversion of Class B Common Stock. Each share of Class B Common
Stock is convertible at any time at the option of the holder thereof into one
share of Class A Common Stock. In connection with any such conversion, the
holder of the share or shares of Class B Common Stock to be converted shall
surrender to the office of the Corporation, or to such other person as may be
designated from time to time by the Corporation, (i) the certificate or
certificates representing the shares of Class B Common Stock to be converted,
duly endorsed in blank or accompanied by proper instruments of transfer, and
(ii) written notice to the Corporation stating that such holder elects to
convert such share or shares and stating the name and address in which each
certificate for shares of Class A Common Stock issued upon such conversion is
to be issued. Such conversion shall be deemed to have been effected at the
close of business on the date when such surrender is made to the Corporation
(or, as the case may be, to such other person as may be designated from time to
time by the Corporation) of the shares to be converted.

Page 2 of 6

<PAGE> 9

4.4 Automatic Conversion of Class B Common Stock. Each share of Class B Common
Stock shall automatically convert into one share of Class A Common Stock on the
first date on which the number of shares of Class B Common Stock then owned of
record by Kyoei Steel, Ltd. ("Kyoei") and Phillip E. Casey would be entitled to
cast fewer than 50% of the aggregate number of votes that would be entitled to
be cast by all holders of shares of Common Stock then outstanding at a meeting
of such holders. For purposes of these Articles of Incorporation, any reference
to Kyoei shall be deemed to include wholly owned subsidiaries of Kyoei.

4.5 Reservation of Shares. The Corporation shall at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued Common Stock and its issued Common Stock held in its treasury for
the purpose of effecting any conversion of the Class B Common Stock pursuant to
these Articles of Incorporation, the full number of shares of Class A Common
Stock then deliverable upon any such conversion of all outstanding shares of
Class B Common Stock. Shares of Class A Common Stock have no conversion rights.

4.6 Notice of Automatic Conversion. The Corporation will provide notice of the
conversion of shares of Class B Common Stock pursuant to Section 4.4 to holders
of record of Common Stock not less than 30 nor more than 60 days prior to the
date fixed for such conversion; provided, however, that if the timing or nature
of the effectiveness of such conversion makes it impracticable to provide at
least 30 days' notice, the Corporation shall provide such notice as soon as
practicable. Such notice shall be provided by mailing notice of such
conversion, first class postage prepaid, to each holder of record of Common
Stock, at such holder's address as it appears on the transfer books of the
Corporation; provided, however, that no failure to give such notice nor any
defect therein shall affect the validity of the conversion of the shares of
Class B Common Stock. Each such notice shall state, as appropriate, (i) the
date upon which such conversion was or shall be effective, (ii) the place or
places where certificates for such shares are to be surrendered for conversion,
and (iii) that no dividends will be declared on the shares of Class B Common
Stock after such conversion date.

4.7 Effect of Conversion. Immediately upon any conversion of one or more
shares of Class B Common Stock to Class A Common Stock, the rights of the
holders of such share or shares of Class B Common Stock as such shall cease and
such holders shall be treated for all purposes as having become the holders of
the shares of Class A Common Stock issuable upon such conversion; provided,
however, that such persons shall be entitled to receive when paid any dividends
declared on the Class B Common Stock as of a record date preceding the time of
such conversion and unpaid as of the time of such conversion. As promptly as
practicable after the time of conversion, upon the surrender of certificates
formerly representing shares of Class B Common Stock, the Corporation shall
deliver or cause to be delivered, to or upon the written order of the record
holder of the surrendered certificates formerly representing shares of Class B
Common Stock, a certificate or certificates representing the number of fully
paid and nonassessable shares of Class A Common Stock into which the shares of
Class B Common Stock formerly represented by such certificates have been
converted in accordance with the provisions of these Articles of Incorporation.
The Corporation will pay any and all documentary, stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Class A
Common Stock or the related stock certificates on the conversion of shares of

Page 3 of 6

<PAGE> 10

Class B Common Stock; provided, however, that the Corporation shall not be
required to pay any tax which may be payable in respect of any registration of
transfer involved in the issue or delivery of shares of Class A Common Stock or
the related stock certificates in a name other than that of the registered
holder of such converted shares of Class B Common Stock, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.

4.8 Restrictions on Additional Issuances, Etc. Other than pursuant to options
or other rights to purchase already outstanding, or pursuant to a stock split,
stock dividend or similar transaction effected in accordance with these
Articles of Incorporation, from and after the effective date of this provision
the Corporation may not issue or sell any shares of Class B Common Stock or any
securities (including, without limitation, any rights, options, warrants or
other securities) convertible into, or exchangeable or exercisable for, shares
of Class B Common Stock to any person who is not then either a record holder of
Class B Common Stock or Kyoei. Shares of Class B Common Stock may not be
transferred, whether by sale, assignment, gift, bequest, appointment or
otherwise, to a person other than another record holder of Class B Common Stock
or Kyoei. Notwithstanding the foregoing (i) any holder of Class B Common Stock
may pledge his, her or its shares of Class B Common Stock to a financial
institution pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee provided that such shares remain
subject to the transfer restrictions and that, in the event of foreclosure or
other similar action by the pledgee, such pledged shares of Class B Common
Stock may only be transferred as provided above or converted into shares of
Class A Common Stock, as the pledgee may elect, and (ii) the foregoing transfer
restrictions shall not apply in the case of a merger, consolidation or business
combination of the Corporation with or into another corporation in which all of
the outstanding shares of Common Stock of the Corporation regardless of class
are purchased by the acquiror.

4.9 Dividends. Holders of Class A Common Stock and Class B Common Stock shall
be entitled to receive such dividends and other distributions in cash, stock of
any corporation (other than Common Stock of the Corporation) or property of the
Corporation if, when and as may be declared thereon by the Board of Directors
from time to time out of assets or funds of the Corporation legally available
therefor and shall share equally on a per share basis in all such dividends and
other distributions. In the case of dividends or other distributions payable in
Common Stock, including distributions pursuant to stock splits or divisions of
Common Stock of the Corporation, only shares of Class A Common Stock shall be
paid or distributed with respect to Class A Common Stock and only shares of
Class B Common Stock shall be paid or distributed with respect to Class B
Common Stock. The number of shares of Class A Common Stock and Class B Common
Stock so distributed shall be equal in number on a per share basis.

4.10 Reclassification and Merger. Neither the shares of Class A Common Stock
nor the shares of Class B Common Stock may be reclassified, subdivided or
combined unless such reclassification, subdivision or combination occurs
simultaneously and in the same proportion for each class. In the event the
Corporation enters into any consolidation, merger, combination or other
transaction in

Page 4 of 6

<PAGE> 11

which shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then, and in such event, the shares
of each class of Common Stock will be exchanged for or changed into either (1)
the same amount of stock, securities, cash and/or any other property, as the
case may be, into which or for which each share of any other class of Common
Stock is exchanged or changed; provided, however, that if shares of Common
Stock are exchanged for or changed into shares of capital stock, such shares so
exchanged for or changed into may differ to the extent and only to the extent
that the Class A Common Stock and Class B Common Stock differ as provided in
the Corporation's Articles of Incorporation or (2) if holders of each class of
Common Stock are to receive different distributions of stock, securities, cash
and/or any other property, an amount of stock, securities, cash and/or property
per share having a value, as determined by an independent investment banking
firm of national reputation selected by the Board of Directors, equal to the
value per share into which or for which each share of any other class of Common
Stock is exchanged or changed.

4.11 Amendment to Eliminate Class B Common Stock. If at any time there are no
shares of Class B Common Stock issued and outstanding and the Corporation would
not then be permitted under these Articles of Incorporation to issue any shares
of Class B Common Stock, then the Board of Directors of the Corporation,
without shareholder action, may adopt and caused to be filed one or more
amendments to these Articles of Incorporation to delete any reference to or
provision relating to Class B Common Stock as a matter of historical interest,
to change the designation or name of Class A Common Stock and to make any
appropriate conforming changes to these Articles of Incorporation, including
but not limited to changing the numbering or the headings of the provisions
hereof.

4.12 No Preemptive Rights. No holder of any share or shares of Common Stock
shall have or be entitled to, as a matter of right solely by reason of such
holding, any preemptive or other right to subscribe for or purchase any number
of such additional shares of Common Stock (or any other class or series of
capital stock now or hereafter authorized for issuance by the Corporation) as
may be issued by the Corporation from time to time, whether such additional
shares are issued for cash, property, services or any other consideration and
whether or not such shares are now authorized or are authorized by subsequent
amendment to these Articles of Incorporation, nor shall any such holder have or
be entitled to, as a matter of right solely by reason of such holding, any
preemptive or other right to subscribe for or purchase securities convertible
into or exchangeable for shares of the Corporation or to which there shall be
attached or appertain any warrants or rights entitling the holders thereof to
purchase or subscribe for such shares.

4.13 Dissolution, Liquidation, Etc. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, the assets and funds of the Corporation, if any, available for
distribution to shareholders shall be distributed equally on a per share basis
to the holders of Common Stock. For the purposes of this paragraph, the
voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all of the
assets of the Corporation or a consolidation or merger of the Corporation with
one or more other corporations (whether or not the Corporation is the
corporation surviving such consolidation

Page 5 of 6

<PAGE> 12

or merger) shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.

4.14 Payment for Stock. The consideration for the issuance of shares of Common
Stock may be paid, in whole or in part, in cash, in promissory notes, in other
property (tangible or intangible), in labor or services actually performed for
the Corporation, in promises to perform services in the future evidenced by a
written contract, or in other benefits to the Corporation at a fair valuation
to be fixed by the Board of Directors. When issued, all shares of Common Stock
shall be fully paid and nonassessable.

4.15 Treasury Stock. The Board of Directors of the Corporation shall have the
authority to acquire by purchase and hold from time to time any shares of its
issued and outstanding capital stock for such consideration and upon such terms
and conditions as the Board of Directors in its discretion shall deem proper
and reasonable in the interests of the Corporation.

* * *

7. Any reference in the Amendment to "these Articles of Incorporation"
or any other reference of similar import shall be deemed a reference to the
Articles of Incorporation as amended by the Amendment.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Articles of Amendment of the Articles of Incorporation of
AmeriSteel Corporation as of the 8th day of December, 1997.

AMERISTEEL CORPORATION

By:
-------------------------------------

Page 6 of 6
<PAGE> 13

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERISTEEL CORPORATION

1. The name of the Corporation is AMERISTEEL CORPORATION and its
Document Number with the Florida Department of State is 195537.

2. The amendment being effected hereby (the "Amendment") was duly
adopted and approved by the Board of Directors of the Corporation by the
execution of one or more written consents dated February 11, 1998.

3. In accordance with Section 607.0704, Florida Statutes: the
Amendment was duly adopted and approved by a majority of the shareholders of
the Corporation by the execution of one or more written consents effective
March 11, 1998, dated and signed by shareholders having the requisite number of
votes to vote thereon, such vote was sufficient for approval of the Amendment,
such consents described the action taken and were duly and timely delivered to
the Corporation by delivery to its corporate secretary, and notice thereof was
given to those shareholders who did not consent in writing to the matters
approved.

6. The Articles of Incorporation are hereby amended by deleting
Section 4.8 of Article IV thereof, and in its place and stead substituting the
following:

* * *

ARTICLE IV

Page 1 of 2

<PAGE> 14

into, or exchangeable or exercisable for, shares of Class B Common Stock to any
person who is not then either a record holder of Class B Common Stock, Kyoei,
Sumitomo Corporation or a wholly owned subsidiary of Sumitomo Corporation.
Shares of Class B Common Stock may not be transferred, whether by sale,
assignment, gift, bequest, appointment or otherwise, to a person other than
another record holder of Class B Common Stock, Kyoei, Sumitomo Corporation or a
wholly owned subsidiary of Sumitomo Corporation. Notwithstanding the foregoing
(i) any holder of Class B Common Stock may pledge his, her or its shares of
Class B Common Stock to a financial institution pursuant to a bona fide pledge
of such shares as collateral security for indebtedness due to the pledgee
provided that such shares remain subject to the transfer restrictions and that,
in the event of foreclosure or other similar action by the pledgee, such
pledged shares of Class B Common Stock may only be transferred as provided
above or converted into shares of Class A Common Stock, as the pledgee may
elect, and (ii) the foregoing transfer restrictions shall not apply in the case
of a merger, consolidation or business combination of the Corporation with or
into another corporation in which all of the outstanding shares of Common Stock
of the Corporation regardless of class are purchased by the acquiror.

* * *

IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Articles of Amendment of the Articles of Incorporation of
AmeriSteel Corporation as of the ____ day of March, 1998.

AMERISTEEL CORPORATION

By:
------------------------------------------
Phillip E. Casey, Chief Executive Officer

Page 2 of 2

<PAGE> 1

* * * * * * *

AMENDED AND RESTATED

BY-LAWS

AMERISTEEL CORPORATION

(Effective as of October 16, 1997)

* * * * * * *

<PAGE> 2

AMENDED AND RESTATED
BY-LAWS
OF
AMERISTEEL CORPORATION

(Effective as of October 16, 1997)

TABLE OF CONTENTS

Title Page
- ----- ----
<S> <C> <C>

ARTICLE I
OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Office . . . . . . . . . . . . . . . . . 1
Section 2. Other Offices. . . . . . . . . . . . . . . . . . . 1

ARTICLE II
STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Annual Meeting . . . . . . . . . . . . . . . . . . 1
Section 2. Special Meetings . . . . . . . . . . . . . . . . . 1
Section 3. Place of Meeting . . . . . . . . . . . . . . . . . 1
Section 4. Notice of Meeting. . . . . . . . . . . . . . . . . 2
Section 5. Notice of Adjourned Meeting. . . . . . . . . . . . 2
Section 6. Waiver of Call and Notice of Meeting . . . . . . . 2
Section 7. Quorum . . . . . . . . . . . . . . . . . . . . . . 2
Section 8. Adjournment; Quorum for Adjourned Meeting. . . . . 2
Section 9. Voting on Matters Other than Election of Directors 3
Section 10. Voting for Directors . . . . . . . . . . . . . . . 3
Section 11. Voting Lists . . . . . . . . . . . . . . . . . . . 3
Section 12. Voting of Shares . . . . . . . . . . . . . . . . . 3
Section 13. Proxies. . . . . . . . . . . . . . . . . . . . . . 3
Section 14. Informal Action by Stockholders. . . . . . . . . . 4
Section 15. Inspectors . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. General Powers . . . . . . . . . . . . . . . . . . 4
Section 2. Number, Election, Tenure and Qualifications. . . . 4
Section 3. Annual Meeting . . . . . . . . . . . . . . . . . . 5
Section 4. Regular Meetings . . . . . . . . . . . . . . . . . 5
Section 5. Special Meetings . . . . . . . . . . . . . . . . . 5
Section 6. Notice . . . . . . . . . . . . . . . . . . . . . . 5
Section 7. Quorum . . . . . . . . . . . . . . . . . . . . . . 5
Section 8. Adjournment; Quorum for Adjourned Meeting. . . . . 5
Section 9. Manner of Acting . . . . . . . . . . . . . . . . . 6
Section 10. Removal. . . . . . . . . . . . . . . . . . . . . . 6

</TABLE>

<PAGE> 3

Section 11. Vacancies. . . . . . . . . . . . . . . . . . . . . 6
Section 12. Compensation . . . . . . . . . . . . . . . . . . . 6
Section 13. Presumption of Assent. . . . . . . . . . . . . . . 6
Section 14. Informal Action by Board . . . . . . . . . . . . . 6
Section 15. Meeting by Telephone, Etc. . . . . . . . . . . . . 7

ARTICLE IV
OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1. Number . . . . . . . . . . . . . . . . . . . . . . 7
Section 2. Appointment and Term of Office . . . . . . . . . . 7
Section 3. Resignation. . . . . . . . . . . . . . . . . . . . 7
Section 4. Removal. . . . . . . . . . . . . . . . . . . . . . 7
Section 5. Vacancies. . . . . . . . . . . . . . . . . . . . . 7
Section 6. Duties of Officers . . . . . . . . . . . . . . . . 7
Section 7. Salaries . . . . . . . . . . . . . . . . . . . . . 8
Section 8. Delegation of Duties . . . . . . . . . . . . . . . 8

ARTICLE V
EXECUTIVE AND OTHER COMMITTEES . . . . . . . . . . . . . . . . 8
Section 1. Creation of Committees . . . . . . . . . . . . . . 8
Section 2. Executive Committee. . . . . . . . . . . . . . . . 8
Section 3. Other Committees . . . . . . . . . . . . . . . . . 9
Section 4. Removal or Dissolution . . . . . . . . . . . . . . 9
Section 5. Vacancies on Committees. . . . . . . . . . . . . . 9
Section 6. Meetings of Committees . . . . . . . . . . . . . . 9
Section 7. Absence of Committee Members . . . . . . . . . . . 9
Section 8. Quorum of Committees . . . . . . . . . . . . . . . 9
Section 9. Manner of Acting of Committees . . . . . . . . . . 10
Section 10. Minutes of Committees. . . . . . . . . . . . . . . 10
Section 11. Compensation . . . . . . . . . . . . . . . . . . . 10
Section 12. Informal Action. . . . . . . . . . . . . . . . . . 10

ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . . . . . . . 10
Section 1. General. . . . . . . . . . . . . . . . . . . . . . 10
Section 2. Actions by or in the Right of the Corporation. . . 11
Section 3. Determination that Indemnification Is Proper . . . 12
Section 4. Evaluation and Authorization . . . . . . . . . . . 12
Section 5. Prepayment of Expenses . . . . . . . . . . . . . . 12
Section 6. Obligation to Indemnify. . . . . . . . . . . . . . 12
Section 7. Nonexclusivity and Limitations . . . . . . . . . . 13
Section 8. Continuation of Indemnification Right. . . . . . . 13
Section 9. Insurance. . . . . . . . . . . . . . . . . . . . . 13

ARTICLE VII
INTERESTED PARTIES . . . . . . . . . . . . . . . . . . . . . . 14

</TABLE>

<PAGE> 4

Section 1. General. . . . . . . . . . . . . . . . . . . . . . 14
Section 2. Determination of Quorum. . . . . . . . . . . . . . 14
Section 3. Approval by Stockholders . . . . . . . . . . . . . 14

ARTICLE VIII
CERTIFICATES OF STOCK. . . . . . . . . . . . . . . . . . . . . 15
Section 1. Certificates for Shares. . . . . . . . . . . . . . 15
Section 2. Signatures of Past Officers. . . . . . . . . . . . 15
Section 3. Transfer Agents and Registrars . . . . . . . . . . 15
Section 4. Transfer of Shares . . . . . . . . . . . . . . . . 15
Section 5. Lost Certificates. . . . . . . . . . . . . . . . . 16

ARTICLE IX
RECORD DATE. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1. Record Date for Stockholder Actions. . . . . . . . 16
Section 2. Record Date for Dividend and Other Distributions . 16

ARTICLE X
DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE XI
FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE XII
SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE XIII
STOCK IN OTHER CORPORATIONS. . . . . . . . . . . . . . . . . . 17

ARTICLE XIV
AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE XV EMERGENCY BY-LAWS. . . . . . . . . . . . . . . . . . . . . . . 18
Section 1. Scope of Emergency By-laws . . . . . . . . . . . . 18
Section 2. Call and Notice of Meeting . . . . . . . . . . . . 18
Section 3. Quorum and Voting. . . . . . . . . . . . . . . . . 18
Section 4. Appointment of Temporary Directors . . . . . . . . 18
Section 5. Modification of Lines of Succession. . . . . . . . 19
Section 6. Change of Principal Office . . . . . . . . . . . . 19
Section 7. Limitation of Liability. . . . . . . . . . . . . . 19
Section 8. Amendment or Repeal. . . . . . . . . . . . . . . . 19

ARTICLE XVI
PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION. . . . . . . . 19

</TABLE>

iii

<PAGE> 5

AMENDED AND RESTATED
BY-LAWS
OF
AMERISTEEL CORPORATION

(Effective as of October 16, 1997)

ARTICLE I
OFFICES

Section 1. Principal Office. The principal office of AmeriSteel
Corporation (the "Corporation") shall be in Hillsborough County, Florida, or
such place within or without the State of Florida as the Board of Directors of
the Corporation (the "Board of Directors" or the "Board") shall from time to
time determine.

Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Florida as the Board of
Directors or the officers of the Corporation acting within their authority may
from time to time determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held between January 1 and December 31, inclusive, in each year for
the purpose of electing directors and for the transaction of such other proper
business as may come before the meeting. The exact date of the meeting shall be
established by the Board of Directors from time to time.

Section 2. Special Meetings. Special meetings of the stockholders may
be called, for any purpose or purposes, by the Board of Directors or the
Chairman of the Board. Special meetings of the stockholders shall be called by
the Chairman of the Board, the President or the Secretary if the holders of not
less than ten (10) percent of all the votes entitled to be cast on any issue
proposed to be considered at such special meeting sign, date and deliver to the
Secretary one or more written demands for a special meeting, describing the
purpose(s) for which it is to be held. Special meetings of the stockholders of
the Corporation may not be called by any other person or persons. Notice and
call of any such special meeting shall state the purpose or purposes of the
proposed meeting, and business transacted at any special meeting of the
stockholders shall be limited to the purposes stated in the notice thereof.

Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Florida, as the place of meeting
for any annual or special meeting of the stockholders. If no designation is
made, the place of meeting shall be the principal office of the Corporation in
the State of Florida.

<PAGE> 6

Section 4. Notice of Meeting. Written notice stating the place, day
and hour of an annual or special meeting and, in the case of a special meeting,
the purpose or purposes for which it is called shall be given no fewer than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting, except that no notice of a
meeting need be given to any stockholders for which notice is not required to
be given under applicable law. Notice may be delivered personally, via United
States mail, telegraph, teletype, facsimile or other electronic transmission,
or by private mail carriers handling nationwide mail services, by or at the
direction of the President, the Secretary, the Board of Directors, or the
person(s) calling the meeting. If mailed via United States mail, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at the stockholder's address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid. If the
notice is mailed at least thirty (30) days before the date of the meeting, the
mailing may be by a class of United States mail other than first class.

Section 5. Notice of Adjourned Meeting. If a stockholders' meeting is
adjourned to a different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is announced at the
meeting before an adjournment is taken; and any business may be transacted at
the adjourned meeting that might have been transacted on the original date of
the meeting. If, however, a new record date for the adjourned meeting is or
must be fixed under law, notice of the adjourned meeting must be given to
persons who are stockholders as of the new record date and who are otherwise
entitled to notice of such meeting.

Section 6. Waiver of Call and Notice of Meeting. Call and notice of
any stockholders' meeting may be waived by any stockholder before or after the
date and time stated in the notice. Such waiver must be in writing signed by
the stockholder and delivered to the Corporation. Neither the business to be
transacted at nor the purpose of any meeting need be specified in such waiver.
A stockholder's attendance at a meeting (a) waives such stockholder's ability
to object to lack of notice or defective notice of the meeting, unless the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) waives such stockholder's ability
to object to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
stockholder objects to considering the matter when it is presented.

Section 7. Quorum. Except as otherwise provided in these By-laws or
in the Articles of Incorporation of the Corporation, a majority (based on
voting) of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
the stockholders. Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting, unless a new record date is or must be set for
that adjourned meeting; and the withdrawal of stockholders after a quorum has
been established at a meeting shall not affect the validity of any action taken
at the meeting or any adjournment thereof.

Section 8. Adjournment; Quorum for Adjourned Meeting. If less than a
majority (based on voting) of the outstanding shares are represented at a
meeting, a majority (based on voting) of the shares so represented may adjourn
the meeting from time to time without further notice. At such

<PAGE> 7

adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

Section 9. Voting on Matters Other than Election of Directors. At any
meeting at which a quorum is present, action on any matter other than the
election of directors shall be approved if the votes cast by the holders of
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless a greater
number of affirmative votes or voting by classes is required by law, the
Articles of Incorporation of the Corporation or these By-laws.

Section 10. Voting for Directors. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote at a meeting at
which a quorum is present.

Section 11. Voting Lists. At least ten (10) days prior to each meeting
of stockholders, the officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, with the address
and the number, class and series (if any) of shares held by each. The list
shall be subject to inspection by any stockholder during normal business hours
for at least ten (10) days prior to the meeting. The list also shall be
available at the meeting and shall be subject to inspection by any stockholder
at any time during the meeting or its adjournment. The list shall be prima
facie evidence as to who are the stockholders entitled to examine such list or
the transfer books and to vote at any meeting of the stockholders.

If the requirements of this Section have not been substantially
complied with, the meeting shall be adjourned on the demand of any stockholder
(in person or by proxy) until there has been substantial compliance with the
requirements. If no demand for adjournment is made, failure to comply with the
requirements of this Section does not affect the validity of any action taken
at the meeting.

Section 12. Voting of Shares. Except as otherwise provided in the
Articles of Incorporation of the Corporation, each stockholder entitled to vote
shall be entitled at every meeting of the stockholders to one vote in person or
by proxy on each matter for each share of voting stock held by such
stockholder. Such right to vote shall be subject to the right of the Board of
Directors to fix a record date for voting stockholders as hereinafter provided.
Treasury shares, and shares of stock of the Corporation owned directly or
indirectly by another corporation the majority of the voting stock of which is
owned or controlled by the Corporation, shall not be voted at any meeting and
shall not be counted in determining the total number of outstanding shares.

Section 13. Proxies. At all meetings of stockholders, a stockholder
may vote by proxy, executed in writing and delivered to the Corporation in the
original or transmitted via telegram, or as a photographic, photostatic or
equivalent reproduction of a written proxy by the stockholder or by the
stockholder's duly authorized attorney-in-fact. No proxy shall be valid after
eleven (11) months from its date, unless the proxy provides for a longer
period. Each proxy shall be filed with the Secretary before or at the time of
the meeting. A proxy may be revoked at the pleasure of the record owner of the
shares to which it relates, unless the proxy provides otherwise. In the event

<PAGE> 8

that a proxy shall designate two or more persons to act as proxies, a majority
of such persons present at the meeting, or, if only one is present, that one,
shall have all of the powers conferred by the proxy upon all the persons so
designated, unless the instrument shall provide otherwise.

Section 14. Informal Action by Stockholders. Unless otherwise provided
in the Articles of Incorporation of the Corporation, any action required or
permitted to be taken at a meeting of the stockholders may be taken by means of
one or more written consents that satisfy the requirements set forth below. In
such event, no meeting, prior notice or formal vote shall be required. To be
effective, a written consent (which may be in one or more counterparts) shall
set forth the action taken and shall be signed by stockholders holding shares
representing not less than the minimum number of votes of each voting group
entitled to vote thereon that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted. No written consent shall be effective unless,
within sixty (60) days of the date of the earliest dated consent delivered to
the Secretary, written consent signed by the number of stockholders required to
take action is delivered to the Secretary. If authorization of an action is
obtained by one or more written consents but less than all stockholders so
consent, then within ten (10) days after obtaining the authorization of such
action by written consents, notice must be given to each stockholder who did
not consent in writing and to each stockholder who is not entitled to vote on
the action. The notice shall fairly summarize the material features of the
authorized action and, if the action be such for which dissenters' rights are
provided under the Florida Business Corporation Act, the notice shall contain a
clear statement of the right of stockholders dissenting therefrom to be paid
the fair value of their shares upon compliance with the provisions of the
Florida Business Corporation Act regarding the rights of dissenting
stockholders.

Section 15. Inspectors. For each meeting of the stockholders, the
Board of Directors or the Chairman of the Board may appoint two inspectors to
supervise the voting. If inspectors are so appointed, all questions respecting
the qualification of any vote, the validity of any proxy and the acceptance or
rejection of any vote shall be decided by such inspectors. Before acting at any
meeting, the inspectors shall take an oath to execute their duties with strict
impartiality and according to the best of their ability. If any inspector shall
fail to be present or shall decline to act, the Chairman of the Board shall
appoint another inspector to act in his or her place. In case of a tie vote by
the inspectors on any question, the presiding officer shall decide the issue.

ARTICLE III
BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are
not by law, the Articles of Incorporation of the Corporation or these By-laws
directed or required to be exercised or done only by the stockholders.

Section 2. Number, Election, Tenure and Qualifications. The number of
directors of the Corporation shall be not less than seven (7) nor more than
eleven (11). The exact number of directors shall be fixed by resolution adopted
by a vote of a majority of the then authorized number

<PAGE> 9
of directors shall have the effect of shortening the term of any then incumbent
director. At each annual meeting of stockholders, the stockholders shall elect
directors to hold office until the next succeeding annual meeting. Each
director shall hold office until his or her term of office expires and until
such director's successor is elected and qualifies, unless such director sooner
dies, resigns or is removed by the stockholders at any annual or special
meeting. It shall not be necessary for directors to be stockholders or
residents of the State of Florida. All directors shall be natural persons who
are 18 years of age or older.

Section 3. Annual Meeting. Promptly after each annual meeting of
stockholders, the Board of Directors shall hold its annual meeting for the
purpose of the election of officers and the transaction of such other business
as may come before the meeting. If such meeting is held at the same place as
and immediately following such annual meeting of stockholders and if a majority
of the directors are present at such place and time, no prior notice of such
meeting shall be required to be given to the directors.

Section 4. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall be
determined from time to time by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meetings of the
Board of Directors called by such person or persons. If no such designation is
made, the place of meeting shall be the principal office of the Corporation in
the State of Florida.

Section 6. Notice. Whenever notice of a meeting is required, written
notice stating the place, day and hour of the meeting shall be delivered at
least two (2) days prior thereto to each director, either personally, or by
first-class United States mail, telegraph, teletype, facsimile or other form of
electronic communication, or by private mail carriers handling nationwide mail
services, to the director's business address. If notice is given by first-class
United States mail, such notice shall be deemed to be delivered five (5) days
after deposited in the United States mail so addressed with postage thereon
prepaid or when received, if such date is earlier. If notice is given by
telegraph, teletype, facsimile transmission or other form of electronic
communication or by private mail carriers handling nationwide mail services,
such notice shall be deemed to be delivered when received by the director. Any
director may waive notice of any meeting, either before, at or after such
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened and so states at the beginning of
the meeting or promptly upon arrival at the meeting.

Section 7. Quorum. A majority of the total number of directors as
determined from time to time to comprise the Board of Directors shall
constitute a quorum.

Section 8. Adjournment; Quorum for Adjourned Meeting. If less than a
majority of the total number of directors are present at a meeting, a majority
of the directors so present may adjourn

<PAGE> 10

the meeting from time to time without further notice. At any adjourned meeting
at which a quorum shall be present, any business may be transacted that might
have been transacted at the meeting as originally noticed.

Section 9. Manner of Acting. If a quorum is present when a vote is
taken, the act of a majority of the directors present at the meeting shall be
the act of the Board of Directors unless otherwise provided in the Articles of
Incorporation of the Corporation.

Section 10. Removal. Any director may be removed by the stockholders,
with or without cause, at any meeting of the stockholders called expressly for
that purpose. Any such removal shall be without prejudice to the contract
rights, if any, of the person removed.

Section 11. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, or by
the stockholders, unless otherwise provided in the Articles of Incorporation of
the Corporation. The term of a director elected to fill a vacancy shall expire
at the next following annual meeting of stockholders, and the person elected
shall hold office until such time and until such director's successor is
elected and qualifies, unless such director sooner dies, resigns or is removed
by the stockholders at any annual or special meeting.

Section 12. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, a stated salary as directors and/or such
other reasonable compensation as may be determined by the Board from time to
time. No payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.

Section 13. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless such director objects at the beginning of the meeting (or promptly
upon his or her arrival) to the holding of the meeting or the transacting of
specified business at the meeting or such director votes against such action or
abstains from voting in respect of such matter.

Section 14. Informal Action by Board. Any action required or permitted
to be taken by any provisions of law, the Articles of Incorporation of the
Corporation or these By-laws at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if each and every member of
the Board or of such committee, as the case may be, signs a written consent
thereto and such written consent is filed in the minutes of the proceedings of
the Board or such committee, as the case may be. Action taken under this
section is effective when the last director signs the consent, unless the
consent specifies a different effective date, in which case it is effective on
the date so specified.

<PAGE> 11

Section 15. Meeting by Telephone, Etc. Directors or the members of any
committee thereof shall be deemed present at a meeting of the Board of
Directors or of any such committee, as the case may be, if the meeting is
conducted using a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time.

ARTICLE IV
OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a
Chairman of the Board, a President, a Secretary and a Treasurer, each of whom
shall be appointed by the Board of Directors. The Board of Directors may also
appoint one or more vice presidents, one or more assistant secretaries and
assistant treasurers and such other officers as the Board of Directors shall
deem appropriate. The same individual may simultaneously hold more than one
office in the Corporation.

Section 2. Appointment and Term of Office. The officers of the
Corporation shall be appointed annually by the Board of Directors at its annual
meeting. If the appointment of officers shall not be made at such meeting, such
appointment shall be made as soon thereafter as is convenient. Each officer
shall hold office until such officer's successor is appointed and qualifies,
unless such officer sooner dies, resigns or is removed by the Board. The
appointment of an officer does not itself create contract rights. The failure
to elect a Chairman of the Board, a President, a Secretary or a Treasurer shall
not affect the existence of the Corporation.

Section 3. Resignation. An officer may resign at any time by
delivering notice to the Corporation. A resignation shall be effective when the
notice is delivered unless the notice specifies a later effective date. An
officer's resignation shall not affect the Corporation's contract rights, if
any, with the officer.

Section 4. Removal. The Board of Directors may remove any officer at
any time with or without cause. An officer's removal shall not affect the
officer's contract rights, if any, with the Corporation.

Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

Section 6. Duties of Officers.

(a) The Chairman of the Board of the Corporation shall be the
chief executive officer of the Corporation and shall, subject to the direction
of the Board, have general charge of the business and affairs of the
Corporation. The Chairman of the Board shall preside at all meetings of the
Board of Directors and of the stockholders.

<PAGE> 12

(b) The President, if there be one, shall have such duties as
may be assigned to such office by the Board.

(c) The Secretary shall be responsible for preparing minutes of
the directors' and stockholders' meetings and for authenticating records of the
Corporation.

(d) The Treasurer shall (i) have charge and custody of and be
responsible for all funds of the Corporation and (ii) receive and give receipts
for monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies or
other depositaries as shall be selected by the Corporation.

(e) Subject to the foregoing, the officers of the Corporation
shall have such powers and duties as ordinarily pertain to their respective
offices and such additional powers and duties specifically conferred by law,
the Articles of Incorporation of the Corporation and these By-laws, or as may
be assigned to them from time to time by the Board of Directors or an officer
authorized by the Board of Directors to prescribe the duties of other officers.

Section 7. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving a salary by reason of the fact that the officer is also a director of
the Corporation.

Section 8. Delegation of Duties. In the absence or disability of any
officer of the Corporation, or for any other reason deemed sufficient by the
Board of Directors, the Board may delegate the powers or duties of such officer
to any other officer or to any other director for the time being.

ARTICLE V
EXECUTIVE AND OTHER COMMITTEES

Section 1. Creation of Committees. The Board of Directors may
designate an Executive Committee and one or more other committees. Each
committee so designated shall consist of two (2) or more of the directors of
the Corporation.

Section 2. Executive Committee. The Executive Committee, if there
shall be one, shall consult with and advise the officers of the Corporation in
the management of its business. It shall have, and may exercise, except to the
extent otherwise provided in the resolution of the Board of Directors creating
such Executive Committee, such powers of the Board of Directors as can be
lawfully delegated by the Board. Included solely for information purposes, the
following is a list of the actions that, under Florida law in effect at the
time of the adoption of these By-laws, may not be delegated to a committee, but
the list shall be deemed automatically revised without further action by the
Board of Directors or the stockholders of this Corporation upon and to the
extent of any amendment to such law:

<PAGE> 13
(a) approve or recommend to stockholders actions or proposals
required by law to be approved by stockholders;

(b) fill vacancies on the Board of Directors or any committee
of the Board;

(d) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of Directors; or

(e) authorize or approve the issuance or sale of shares, or any
contract to sell shares, or designate the terms of a series or class of shares.

Section 3. Other Committees. Such other committees, to the extent
provided in the resolution or resolutions creating them, shall have such
functions and may exercise such powers of the Board of Directors as can be
lawfully delegated by the Board. Notwithstanding the foregoing, no committee
shall have the authority to take any action listed in subsections (a) through
(e), inclusive, of Section 2 of this Article V.

Section 4. Removal or Dissolution. Any Committee of the Board of
Directors may be dissolved by the Board at any meeting; and any member of such
committee may be removed by the Board of Directors with or without cause. Such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.

Section 5. Vacancies on Committees. Vacancies on any committee of the
Board of Directors shall be filled by the Board of Directors at any meeting.

Section 6. Meetings of Committees. Regular meetings of any committee
of the Board of Directors may be held without notice at such time and at such
place as shall from time to time be determined by such committee. Special
meetings of any such committee may be called by any member thereof upon two (2)
days notice of the date, time and place of the meeting given to each of the
other members of such committee, or on such shorter notice as may be agreed to
in writing by each of the other members of such committee. Notice shall be
given either personally or in the manner provided in Section 6 of Article III
of these By-laws (pertaining to notice for directors' meetings).

Section 7. Absence of Committee Members. The Board of Directors may
designate one or more directors as alternate members of any committee of the
Board of Directors, who may replace at any meeting of such committee any member
not able to attend.

Section 8. Quorum of Committees. At all meetings of committees of the
Board of Directors, a majority of the total number of members of the committee
as determined from time to time shall constitute a quorum for the transaction
of business.

<PAGE> 14

Section 9. Manner of Acting of Committees. If a quorum is present when
a vote is taken, the act of a majority of the members of any committee of the
Board of Directors present at the meeting shall be the act of such committee.

Section 10. Minutes of Committees. Each committee of the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when requested.

Section 11. Compensation. Members of any committee of the Board of
Directors may be paid compensation in accordance with the provisions of Section
12 of Article III of these By-laws (pertaining to compensation of directors).

Section 12. Informal Action. Any committee of the Board of Directors
may take such informal action and hold such informal meetings as allowed by the
provisions of Sections 14 and 15 of Article III of these By-laws.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. General.

(a) To the fullest extent permitted by law and consistent with
the principles set forth in Section 1(c) below, the Corporation shall indemnify
any person who is or was a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or other type of proceeding
(other than an action by or in the right of the Corporation), whether civil,
criminal, administrative, investigative or otherwise, and whether formal or
informal, by reason of the fact that such person is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, trustee or fiduciary of another
corporation, partnership, joint venture, trust (including without limitation an
employee benefit trust), or other enterprise.

(b) To the fullest extent permitted by law and consistent with
the principles set forth in Section 1(c) below, the Corporation shall be
entitled but shall not be obligated to indemnify any person who is or was a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or other type of proceeding (other than an action by or
in the right of the Corporation), whether civil, criminal, administrative,
investigative or otherwise, and whether formal or informal, by reason of the
fact that such person is or was an employee or agent of the Corporation or is
or was serving at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.

(c) Any person for whom indemnification is required or
authorized under Section 1(a) or Section 1(b) above shall be indemnified
against all liabilities, judgments, amounts paid in settlement, penalties,
fines (including an excise tax assessed with respect to any employee benefit
plan) and expenses (including attorneys' fees, paralegals' fees and court
costs) actually and reasonably incurred in connection with any such action,
suit or other proceeding, including any appeal thereof. Indemnification shall
be available only if the person to be indemnified acted in good faith and in a

<PAGE> 15

manner such person reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any such action, suit or other proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner that such person reasonably believed to
be in, or not opposed to, the best interests of the Corporation or, with
respect to any criminal action or proceeding, had reasonable cause to believe
that such person's conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation.

(a) To the fullest extent permitted by law and consistent with
the principles set forth in Section 2(c) below, the Corporation shall indemnify
any person who is or was a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or other type of proceeding (as
further described in Section 1 of this Article VI) by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, trustee or fiduciary
of another corporation, partnership, joint venture, trust or other enterprise.

(b) To the fullest extent permitted by law and consistent with
the principles set forth in Section 2(c) below, the Corporation shall be
entitled but shall not be obligated to indemnify any person who is or was a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or other type of proceeding (as further described in
Section 1 of this Article VI) by or in the right of the Corporation to procure
a judgment in its favor by reason of the fact that such person is or was an
employee or agent of the Corporation or is or was serving at the request of the
Corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

(c) Any person for whom indemnification is required or
authorized under Section 2(a) or Section 2(b) above shall be indemnified
against expenses (including attorneys' fees, paralegals' fees and court costs)
and amounts paid in settlement not exceeding, in the judgment of the Board of
Directors, the estimated expenses of litigating the action, suit or other
proceeding to conclusion, that are actually and reasonably incurred in
connection with the defense or settlement of such action, suit or other
proceeding, including any appeal thereof. Indemnification shall be available
only if the person to be indemnified acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the best interests of
the Corporation. Notwithstanding the foregoing, no indemnification shall be
made under this Section 2 in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such action, suit or other proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses that such court shall deem proper.

<PAGE> 16

Section 3. Determination that Indemnification Is Proper.
Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless
made under the provisions of Section 6 of this Article VI or unless otherwise
made pursuant to a determination by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that the
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article VI. Such determination shall be made under one of the following
procedures:

(a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action, suit or other
proceeding to which the indemnification relates;

(b) if such a quorum is not obtainable or, even if obtainable,
by majority vote of a committee duly designated by the Board of Directors (the
designation being one in which directors who are parties may participate)
consisting solely of two or more directors not at the time parties to such
action, suit or other proceeding;

(c) by independent legal counsel (i) selected by the Board of
Directors in accordance with the requirements of subsection (a) or by a
committee designated under subsection (b) or (ii) if a quorum of the directors
cannot be obtained and a committee cannot be designated, selected by majority
vote of the full Board of Directors (the vote being one in which directors who
are parties may participate); or

(d) by the stockholders by a majority vote of a quorum
consisting of stockholders who were not parties to such action, suit or other
proceeding or, if no such quorum is obtainable, by a majority vote of
stockholders who were not parties to such action, suit or other proceeding.

Section 4. Evaluation and Authorization. Evaluation of the
reasonableness of expenses and authorization of indemnification shall be made
in the same manner as is prescribed in Section 3 of this Article VI for the
determination that indemnification is permissible; provided, however, that if
the determination as to whether indemnification is permissible is made by
independent legal counsel, the persons who selected such independent legal
counsel shall be responsible for evaluating the reasonableness of expenses and
may authorize indemnification.

Section 5. Prepayment of Expenses. Expenses (including attorneys'
fees, paralegals' fees and court costs) incurred by a director or officer in
defending a civil or criminal action, suit or other proceeding referred to in
Section 1 or Section 2 of this Article VI shall be paid by the Corporation in
advance of the final disposition thereof, but only upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
such person is ultimately found not to be entitled to indemnification by the
Corporation pursuant to this Article VI.

Section 6. Obligation to Indemnify. To the extent that a director of
officer has been successful on the merits or otherwise in defense of any
action, suit or other proceeding referred to in Section 1 or Section 2 of this
Article VI, or in the defense of any claim, issue or matter therein, such
person shall, upon application, be indemnified against expenses (including
attorneys' fees,

<PAGE> 17

paralegals' fees and court costs) actually and reasonable incurred by such
person in connection therewith.

Section 7. Nonexclusivity and Limitations. The indemnification and
advancement of expenses provided pursuant to this Article VI shall not be
deemed exclusive of any other rights to which a person may be entitled under
any law, By-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to
action in any other capacity while holding office with the Corporation. Such
indemnification and advancement of expenses shall continue as to any person who
has ceased to be a director or officer and shall inure to the benefit of such
person's heirs and personal representatives. The Board of Directors may, at any
time, approve indemnification of or advancement of expenses to any other person
that the Corporation has the power by law to indemnify. In all cases not
specifically provided for in this Article VI, indemnification or advancement of
expenses shall not be made to the extent that such indemnification or
advancement of expenses is expressly prohibited by law.

Section 8. Continuation of Indemnification Right.

(a) The right of indemnification and advancement of expenses
under this Article VI for directors and officers shall be a contract right
inuring to the benefit of the directors and officers entitled to be indemnified
hereunder. No amendment or repeal of this Article VI shall adversely affect any
right of such director or officer existing at the time of such amendment or
repeal. Indemnification and advancement of expenses as provided for in this
Article VI shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.

(b) Unless expressly otherwise provided when authorized or
ratified by this Corporation, indemnification and advancement of expenses that
have been specifically authorized and approved by the Corporation for a
particular employee or agent shall continue as to a person who has ceased to be
an employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.

(c) For purposes of this Article VI, the term "corporation"
includes, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was a director or officer of a constituent
corporation, or is or was serving at the request of a constituent corporation
as a director, officer, employee, agent, trustee or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, is in the
same position under this Article VI with respect to the resulting or surviving
corporation as such person would have been with respect to such constituent
corporation if its separate existence had continued.

Section 9. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, trustee, fiduciary, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
Such insurance may cover any liability asserted against such person and
incurred by such person in any such capacity

<PAGE> 18

or arising out of such person's status as such, whether or not the Corporation
is obligated to or would have the power to indemnify such person against the
liability under Section 1 or Section 2 of this Article VI.

ARTICLE VII
INTERESTED PARTIES

Section 1. General. No contract or other transaction between the
Corporation and any one or more of its directors or any other corporation,
firm, association or entity in which one or more of its directors are directors
or officers or are financially interested shall be either void or voidable
because of such relationship or interest, because such director or directors
were present at the meeting of the Board of Directors or of a committee thereof
that authorizes, approves or ratifies such contract or transaction, or because
such director's or directors' votes are counted for such purpose, as long as
one or more of the following requirements is satisfied:

(a) the fact of such relationship or interest is disclosed or
known to the Board of Directors or committee that authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors;

(b) the fact of such relationship or interest is disclosed or
known to the stockholders entitled to vote on the matter, and they authorize,
approve or ratify such contract or transaction by vote or written consent; or

(c) the contract or transaction is fair and reasonable as to
the Corporation at the time it is authorized by the Board of Directors, a
committee thereof or the stockholders.

Section 2. Determination of Quorum. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the
Board of Directors or a committee thereof that authorizes, approves or ratifies
a contract or transaction referred to in Section 1 of this Article VII.

Section 3. Approval by Stockholders. For purposes of Section 1(b) of
this Article VII, a conflict of interest transaction shall be authorized,
approved or ratified if it receives the vote of a majority of the shares
entitled to be counted under this Section 3. Shares owned by or voted under the
control of a director who has a relationship or interest in the transaction
described in Section 1 of this Article VII may not be counted in a vote of
stockholders to determine whether to authorize, approve or ratify a conflict of
interest transaction under Section 1(b) of this Article VII. The vote of the
shares owned by or voted under the control of a director who has a relationship
or interest in the transaction described in Section 1 of this Article VII shall
be counted, however, in determining whether the transaction is approved under
other sections of these By-laws and applicable law. A majority of those shares
that would be entitled, if present, to be counted in a vote on the transaction
under this Section 3 shall constitute a quorum for the purpose of taking action
under this Section 3.

<PAGE> 19

ARTICLE VIII
CERTIFICATES OF STOCK

Section 1. Certificates for Shares. Shares may but need not be
represented by certificates. The rights and obligations of stockholders shall
be identical whether or not their shares are represented by certificates. If
shares are represented by certificates, each certificate shall be in such form
as the Board of Directors may from time to time prescribe and shall be signed
(either manually or in facsimile) by the Chairman of the Board or the President
(and may be signed (either manually or in facsimile) by the Secretary or an
Assistant Secretary and/or sealed with the seal of the Corporation or its
facsimile). Each certificate shall set forth the holder's name and the number
of shares represented by the certificate, and shall state such other matters as
may be required by law. The certificates shall be numbered and entered on the
books of the Corporation as they are issued. If shares are not represented by
certificates, then, within a reasonable time after issue or transfer of shares
without certificates, the Corporation shall send the stockholder a written
statement in such form as the Board of Directors may from time to time
prescribe, certifying as to the number of shares owned by the stockholder and
as to such other information as would have been required to be on certificates
for such shares.

If and to the extent the Corporation is authorized to issue shares of
more than one class or more than one series of any class, every certificate
representing shares shall set forth or fairly summarize upon the face or back
of the certificate, or shall state that the Corporation will furnish to any
stockholder upon request and without charge a full statement of:

(a) the designations, relative rights, preferences and
limitations of the shares of each class or series authorized to be issued;

(b) the variations in rights, preferences and limitations
between the shares of each such series, if the Corporation is authorized to
issue any preferred or special class in series insofar as the same have been
fixed and determined; and

(c) the authority of the Board of Directors to fix and
determine the variations, relative rights and preferences of future series.

Section 2. Signatures of Past Officers. If the person who signed
(either manually or in facsimile) a share certificate no longer holds office
when the certificate is issued, the certificate shall nevertheless be valid.

Section 3. Transfer Agents and Registrars. The Board of Directors
may, in its discretion, appoint responsible banks or trust companies in such
city or cities as the Board may deem advisable from time to time to act as
transfer agents and registrars of the stock of the Corporation. When such
appointments shall have been made, no stock certificate shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.

Section 4. Transfer of Shares. Transfers of shares of the Corporation
shall be made upon its books by the holder of the shares in person or by the
holder's lawfully constituted representative,

<PAGE> 20

upon surrender of the certificate of stock for cancellation if such shares are
represented by a certificate of stock or by delivery to the Corporation of such
evidence of transfer as may be required by the Corporation if such shares are
not represented by certificates. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes; and the Corporation shall not be bound to recognize
any equitable or other claim to or interest in such share on the part of any
other person, whether or not it shall have express or other notice thereof,
save as expressly provided by the laws of the State of Florida.

Section 5. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to pay a reasonable charge for issuing the new
certificate, to advertise the matter in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.

ARTICLE IX
RECORD DATE

Section 1. Record Date for Stockholder Actions. The Board of
Directors is authorized from time to time to fix in advance a date as the
record date for the determination of the stockholders entitled to notice of and
to vote at any meeting of the stockholders and any adjournment thereof (unless
a new record date must be established by law for such adjourned meeting), or of
the stockholders entitled to give such consent or take such action, as the case
may be. In no event may a record date so fixed by the Board of Directors
precede the date on which the resolution establishing such record date is
adopted by the Board of Directors; and such record date may not be more than
seventy (70) nor less than ten (10) days before the date of any meeting of the
stockholders, before a date in connection with the obtaining of the consent of
stockholders for any purpose, or before the date of any other action requiring
a determination of the stockholders. Only those stockholders listed as
stockholders of record as of the close of business on the date so fixed as the
record date shall be entitled to notice of and to vote at such meeting and any
adjournment thereof, or to exercise such rights or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. If the Board of
Directors fails to establish a record date as provided herein, the record date
shall be deemed to be the date ten (10) days prior to the date of the
stockholders' meeting.

Section 2. Record Date for Dividend and Other Distributions. The
Board of Directors is authorized from time to time to fix in advance a date as
the record date for the determination of the stockholders entitled to receive a
dividend or other distribution. Only those stockholders listed as stockholders
of record as of the close of business on the date so fixed as the record date
shall be entitled to receive the dividend or other distribution, as the case
may be, notwithstanding any transfer

<PAGE> 21

of any stock on the books of the Corporation after any such record date fixed
as aforesaid. If the Board of Directors fails to establish a record date as
provided herein, the record date shall be deemed to be the date of
authorization of the dividend or other distribution.

ARTICLE X
DIVIDENDS

The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares of capital stock in
the manner and upon the terms and conditions provided by the Articles of
Incorporation of the Corporation and by law. Subject to the provisions of the
Articles of Incorporation of the Corporation and to law, dividends may be paid
in cash or property, including shares of stock or other securities of the
Corporation.

ARTICLE XI
FISCAL YEAR

The fiscal year of the Corporation shall be the period selected by the
Board of Directors as the fiscal year. Unless and until changed by the Board of
Directors, the fiscal year of the Corporation shall end on March 31 of each
year.

ARTICLE XII
SEAL

The corporate seal shall have the name of the Corporation and the word
"SEAL" inscribed thereon. It may be a facsimile, engraved, printed or
impression seal.

ARTICLE XIII
STOCK IN OTHER CORPORATIONS

Shares of stock in other corporations held by the Corporation shall be
voted by such officer or officers or other agent of the Corporation as the
Board of Directors shall from time to time designate for the purpose or by a
proxy thereunto duly authorized by said Board.

ARTICLE XIV
AMENDMENTS

These By-laws may be altered, amended or repealed and new By-laws may
be adopted either by the Board of Directors or by the holders of a majority of
the issued and outstanding shares of stock of the Corporation entitled to vote;
provided, however, that the Board of Directors may not

<PAGE> 22

alter, amend or repeal any By-law adopted by the stockholders if the
stockholders specifically provided that the By-law is not subject to amendment
or repeal by the Board.

ARTICLE XV
EMERGENCY BY-LAWS

Section 1. Scope of Emergency By-laws. The emergency By-laws provided
in this Article XV shall be operative during any emergency, notwithstanding any
different provision set forth in the preceding Articles hereof; provided,
however, that to the extent not inconsistent with the provisions of this
Article XV and the emergency By-laws, the By-laws provided in the preceding
Articles shall remain in effect during such emergency. For purposes of the
emergency By-law provisions of this Article XV, an emergency shall exist if a
quorum of the Corporation's directors cannot readily be assembled because of
some catastrophic event. Upon termination of the emergency, these emergency
By-laws shall cease to be operative.

Section 2. Call and Notice of Meeting. During any emergency, a
meeting of the Board of Directors may be called by any officer or director of
the Corporation. Notice of the date, time and place of the meeting shall be
given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.

Section 3. Quorum and Voting. At any such meeting of the Board of
Directors, a quorum shall consist of any one or more directors, and the act of
the majority of the directors present at such meeting shall be the act of the
Corporation.

Section 4. Appointment of Temporary Directors.

(a) The director or directors who are able to be assembled at a
meeting of directors during an emergency may assemble for the purpose of
appointing, if such directors deem it necessary, one or more temporary
directors (the "Temporary Directors") to serve as directors of the Corporation
during the term of any emergency.

(b) If no directors are able to attend a meeting of directors
during an emergency, then such stockholders as may reasonably be assembled
shall have the right, by majority vote of those assembled, to appoint Temporary
Directors to serve on the Board of Directors until the termination of the
emergency.

(c) If no stockholders can reasonably be assembled in order to
conduct a vote for Temporary Directors, then the Chairman of the Board or his
or her successor as determined under an emergency succession plan adopted by
the Board of Directors under Section 5 of this Article XV shall be deemed a
Temporary Director of the Corporation, and such Chairman of the Board or his or
her successor, as the case may be, shall have the right to appoint additional
Temporary Directors

<PAGE> 23

to serve with him or her on the Board of Directors of the Corporation during
the term of the emergency.

(d) Temporary Directors shall have all of the rights, duties
and obligations of directors appointed pursuant to Article III hereof;
provided, however, that a Temporary Director may be removed from the Board of
Directors at any time by the person or persons responsible for appointing such
Temporary Director, or by vote of the majority of the stockholders present at
any meeting of the stockholders during an emergency. In any event, the
Temporary Director shall automatically be deemed to have resigned from the
Board of Directors upon the termination of the emergency in connection with
which the Temporary Director was appointed.

Section 5. Modification of Lines of Succession. Either before or
during any emergency, the Board of Directors may provide, and from time to time
modify, lines of succession in the event that during such an emergency any or
all officers or agents of the Corporation shall for any reason be rendered
incapable of discharging their duties.

Section 6. Change of Principal Office. The Board of Directors may,
either before or during any such emergency, and effective during such
emergency, change the principal office of the Corporation or designate several
alternative head offices or regional offices, or authorize the officers of the
Corporation to do so.

Section 7. Limitation of Liability. No officer, director or employee
acting in accordance with these emergency By-laws during an emergency shall be
liable except for willful misconduct.

Section 8. Amendment or Repeal. These emergency By-laws shall be
subject to amendment or repeal by further action of the Board of Directors or
by action of the stockholders, but no such amendment or repeal shall modify the
provisions of Section 7 above with regard to actions taken prior to the time of
such amendment or repeal. Any amendment of these emergency By-laws may make any
further or different provision that may be practical or necessary under the
circumstances of the emergency.

ARTICLE XVI
PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION

Any provision of the Articles of Incorporation of this Corporation
shall, subject to law, control and take precedence over any provision of these
By-laws inconsistent therewith.

<PAGE> 1

EXHIBIT 4.3

<TABLE>
<CAPTION>
- ------
NUMBER COMMON COMMON
AS STOCK (LOGO) STOCK
- ------ PAR VALUE $.01 CLASS A
<S> <C> <C> <C>
----------
SHARES
----------
(LOGO) -----------------------
AMERISTEEL AMERISTEEL CORPORATION INCORPORATED UNDER
(LOGO) This is to certify that THE LAWS OF THE
is the owner of STATE OF FLORIDA
-----------------------

FULLY PAID AND NON-ASSEMBLE SHARES OF COMMON STOCK OF THE PAR VALUE OF ONE CENT ($.01) EACH OF

CUSIP 000000 00
SEE REVERSE FOR CERTAIN DEFINITION

Ameristeel Corporation (hereinafter called the "Corporation")
transferable on the books of the Corporation by said owner in
person or by duly said authorized attorney upon surrender of this
certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be subject to all the
provisions of the Articles of Incorporation and all amendments
thereto, copies of which are on file at the office of the
Transfer Agent, and the holder hereof, by acceptance of this
certificate, consents to and agrees to be bound by all of said
provisions. This certificate is not valid unless countersigned
and registered by the Transfer Agent and Registration.

Witness, the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officer.

Dated: (Ameristeel Corporation Seal)
COUNTERSIGNED AND REGISTERED:
BANK NAME

TRANSFER AGENT
AND REGISTRAR,
/s/
-----------------------------------------
AUTHORIZED SIGNATURE Chief Financial Officer and Secretary

/s/
-----------------------------------------
Chairman and Chief Executive Officer

</TABLE>
<PAGE> 2
AMERISTEEL CORPORATION

The following abbreviations, when used in the Inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM - as tenants by common UNIF GIFT (TRAN) ACT-_______ Custodian________
TEN ENT - as tenants by the entireties (Name) (Name)
JT TEN - as joint tenants with right of under Uniform Gifts (Transfers) to (Florida)
survivorship and not as tenants ACT________________________
in common (Name)

</TABLE>

Additional abbreviations may also be used though not in the above Mst.

For value received ___________ hereby sell, assign and transfer onto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

- -------------------------------------------------------------------------------

shares
- -------------------------------------------------------------------------

of capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint.

Attorney
- -----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated

-------------------------------------
NOTICE: THIS SIGNATURE TO THE
AGREEMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE PAGE OF THE
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ARBITRATION ON REPLACEMENT OR
ANY CHANGE WHATSOEVER.

SIGNATURE(S) GUARANTEED:

------------------------------------------------
THE SIGNATURES SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOANS ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT
TO S.E.C. RULE 17AD-15.

THE PROVISIONS OF THE CORPORATION'S ARTICLES OF INCORPORATION, AS PRESENTLY IN
EFFECT, SHOWING THE CLASSES AND SERIES OF STOCK AUTHORIZED TO BE ISSUED BY THE
CORPORATION AND THE DISTINGUISHING CHARACTERISTICS THEREOF, ARE HEREBY
INCORPORATED BY REFERENCE TO THE SAME EXTENT AS IF HEREIN SET FORTH AT LENGTH;
A COPY OF SAID PROVISIONS, CERTIFIED BY AN OFFICER OF THE CORPORATION, WILL BE
FURNISHED BY THE CORPORATION OR BY ITS TRANSFER AGENT, WITHOUT COST, TO AND
UPON THE REQUEST OF THE HOLDER OF THIS CERTIFICATE. REQUESTS MAY BE ADDRESSED
TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE OR TO THE
CORPORATION'S TRANSFER AGENT.

<TABLE>
- ------------------------------------- ------------------------------------
<S> <C>
AMERICAN BANK NOT COMPANY PRODUCTION COORDINATOR:
650 BLAIR MILL ROAD PROOF OF OCTOBER 27, 1997
HORSHAM, PA 10044 AMERISTEEL
(215) 657-3400 H 53290bk
- ------------------------------------- ------------------------------------
SALES: A. HOBBS: 404-525-1455 OPERATOR: EG
- ------------------------------------- ------------------------------------
NET/BANKNOTE/HOME/AMERISTEEL NEW
- ------------------------------------- ------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 5

TRENAM, KEMKER, SCHARF, BARKIN, FRYE, O'NEILL & MULLIS
PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW

TAMPA OFFICE ST. PETERSBURG OFFICE
2700 BARNETT PLAZA 2100 BARNETT TOWER
101 EAST KENNEDY BOULEVARD ONE PROGRESS PLAZA
POST OFFICE BOX 1102 POST OFFICE BOX 2245
TAMPA, FLORIDA 33601-1102 ST. PETERSBURG, FLORIDA 33731-2245
TELEPHONE (813) 223-7474 TELEPHONE (813) 898-7474
TELEFAX (813) 229-6553 TELEFAX (813) 229-6553

PLEASE REPLY TO
TAMPA

July 8, 1999

Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549

Re: AmeriSteel Corporation
1999 Employee Stock Purchase/SAR Plan
Registration Statement on Form S-8

Ladies and Gentlemen:

We have represented AmeriSteel Corporation (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the "S-8
Registration Statement") relating to the offering by the Company (the
"Offering") of 100,000 shares of the Company's Class A Common Stock under the
Company's 1999 Employee Stock Purchase Plan (the "Plan"). This opinion is being
provided as Exhibit 5 to the S-8 Registration Statement.

In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar
with: (1) the Company's Articles of Incorporation and Bylaws, each as currently
in effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.

As to various questions of fact material to our opinion, we have
relied without independent investigation on statements or certificates of
officials and representatives of the Company, the Department of State of the
State of Florida and others. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to us as
conformed, photostatic or other exact copies.

We express no opinion as to the law of any jurisdiction other than of
the State of Florida and the federal laws of the United States of America.

<PAGE> 2

SECURITIES AND EXCHANGE COMMISSION JULY 8, 1999
PAGE 2
- -------------------------------------------------------------------------------

Based upon and in reliance on the foregoing, we are of the opinion
that:

1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.

2. The Plan has been duly and legally authorized by all required
corporate action.

3. When the following events shall have occurred:

a. the S-8 Registration Statement shall have become effective in
accordance with the Securities Act of 1933, as amended;

b. the shares of Class A Common Stock shall have been offered and
subscribed for as contemplated in the Plan;

c. the consideration specified in the Plan and in the subscription
agreement for the Class A Common Stock shall have been received;
and

d. the certificates representing such shares of Class A Common
Stock shall have been duly executed, counter-signed and issued
by or on behalf of the Company,

the shares of Class A Common Stock so offered and sold in the Offering will be
duly authorized, validly issued, fully paid and non-assessable shares of the
capital stock of the Company.

This firm hereby consents to the filing of this opinion as an Exhibit
to the S-8 Registration Statement.

Sincerely,

TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association

By: Nelson T. Castellano

<PAGE> 1

EXHIBIT 23.2

CONSENT TO USE OF REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
April 26, 1999, except with respect to the matters discussed in Note N as to
which the date is April 29, 1999, included in AmeriSteel Corporation's Form
10-K for the year ended March 31, 1999, and to all references to our firm
included in this registration statement.

Tampa, Florida, Arthur Andersen LLP
July 12, 1999