UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 2
To
SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
_______________
ROANOKE ELECTRIC STEEL CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
769841 10 7
(CUSIP Number)
_______________
Donald G. Smith, President
Roanoke Electric Steel Corporation
P. O. Box 13948
Roanoke, Virginia 24038-3948
(703) 342-1831
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
_______________
May 31, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
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Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
CUSIP No. 769841 10 7
______________________________________________________________
(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos.
of Above Person
HOLLINS COLLEGE CORPORATION 54-0506314
______________________________________________________________
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [X]
______________________________________________________________
(3) SEC Use Only
______________________________________________________________
(4) Source of Funds (See Instructions)
______________________________________________________________
(5) Check if Disclosure of Legal Proceedings [ ]
is Required Pursuant to Items 2(d) or 2(e)
______________________________________________________________
(6) Citizenship or Place of Organization
Commonwealth of Virginia
______________________________________________________________
Number of Shares (7) Sole Voting
Beneficially Owned Power 290,919 shares
by Each Reporting _____________________________________
Person With
(8) Shared Voting
Power 0 shares
_____________________________________
(9) Sole Dispositive
Power 290,919 shares
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_____________________________________
(10) Shared Dispositive
Power 0 shares
______________________________________________________________
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 290,919 shares
______________________________________________________________
(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See
Instructions)
______________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11)
5.47%
______________________________________________________________
(14) Type of Reporting Person (See
Instructions)
CO
______________________________________________________________
ITEM 1. Security and Issuer
The class of securities to which this statement relates
is Common Stock, no par value, of Roanoke Electric Steel
Corporation ("RESCO"), a Virginia corporation. RESCO's
address is P.O. Box 13948, Roanoke, Virginia 24038-3948.
ITEM 2. Identity and Background
This statement is being filed on behalf of Hollins
College Corporation ("Hollins"), a Virginia corporation, which
is a four-year women's college. The address of Hollins'
principal business and its principal office is 7916 Williamson
Road, Roanoke, Virginia 24020.
Hollins has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Further, Hollins has not,
during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
which resulted in Hollins being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration
Not applicable. This report is being filed to report a
decrease in the number of shares of RESCO Common Stock
beneficially owned by Hollins and a change in the nature of
such beneficial ownership from shared voting and dispositive
power to sole voting and dispositive power.
ITEM 4. Purpose of Transaction
Not applicable.
ITEM 5. Interest in Securities of the Issuer
(a) Hollins is the beneficial owner of 290,919 shares of
RESCO Common Stock, which represents 5.47% of RESCO's issued
and outstanding Common Stock.
(b) Hollins has sole voting power and sole dispositive
power with respect to the 290,919 shares of RESCO Common Stock
of which it is the beneficial owner.
(c) Hollins has had no transactions in RESCO Common Stock
during the past sixty days. Hollins has, since its last filed
Schedule 13D, had two dispositions which resulted in a 1% or
greater decrease in its beneficial ownership of RESCO Common
Stock. The first such disposition involved the sale of an
aggregate of 25,000 shares of RESCO Common Stock, at a price
of $15.00 per share, on September 10, 1985 and September 11,
1985, which reduced Hollins' percentage of beneficial
ownership of RESCO Common Stock from 8.48% to 7.42% as of
September 11, 1985. The second such disposition was the sale
of 10,000 shares of RESCO Common Stock, at a price of $14.75
per share, on October 8, 1986, which reduced Hollins'
percentage of beneficial ownership to 6.30% as of that date.
All such sales were effected through registered broker-dealers
on the open market.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
None.
ITEM 7. Material to Be Filed as Exhibits
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
5/31/94
___________________________
(Date)
HOLLINS COLLEGE CORPORATION
By /s/Timothy J. Hill
_________________________
Timothy J. Hill
Vice President
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