UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 3
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)
_______________
April 29, 1996
(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 [ ].
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.)
<PAGE>
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 236,378 shares (as adjusted
by Each Reporting to reflect the three-for-
Person With two stock split effective
May 1, 1995)
---------------------------------------------
(8) Shared Voting
Power 0 shares
---------------------------------------------
(9) Sole Dispositive
Power 236,378 shares (as adjusted
to reflect the three-for-
two stock split effective
May 1, 1995)
---------------------------------------------
(10) Shared Dispositive
Power 0 shares
<PAGE>
- ------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 236,378 shares (as adjusted
to reflect the three-for-
two stock split effective
May 1, 1995)
- ------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See
Instructions)
- ------------------------------------------------------------------------
(13) Percent of Class Represented by Amount
in Row (11) 2.93%
- ------------------------------------------------------------------------
(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.
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.
ITEM 4. Purpose of Transaction
Not applicable.
<PAGE>
ITEM 5. Interest in Securities of the Issuer
(a) Hollins is the beneficial owner of 236,378 shares of RESCO
Common Stock, which represents 2.93% of RESCO's issued and outstanding
Common Stock.
(b) Hollins has sole voting power and sole dispositive power with
respect to the 236,378 shares of RESCO Common Stock of which it is the
beneficial owner.
(c) On April 29, 1996, Hollins disposed of 200,000 shares of RESCO
Common Stock in a privately-negotiated transaction with RESCO. This
reduced Hollins' percentage of beneficial ownership of RESCO Common Stock
to 2.93%.
(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.
<PAGE>
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.
April 29, 1996
_________________________________
(Date)
HOLLINS COLLEGE CORPORATION
By s/Charles W. Crist
-----------------------------
Charles W. Crist
Treasurer
<PAGE>
