UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Amendment No. 1
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
(540) 342-1831
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
_______________
September 18, 1997
(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 [ ].
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.
<PAGE>
CUSIP No. 769841 10 7
- ----------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos.
of Above Person
Sarah Hancock McClain SS# ###-##-####
- -----------------------------------------------------------------------------
(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) 00 (Inheritance)
- ----------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings [ ]
is Required Pursuant to Items 2(d) or 2(e)
- ----------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- ----------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 634,646
by Each Reporting ----------------------------------------------
Person With
(8) Shared Voting
Power 0
----------------------------------------------
(9) Sole Dispositive
Power 634,646
<PAGE>
-----------------------------------------------
(10) Shared Dispositive
Power 0 shares
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 634,646
- -----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See
Instructions)
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount
in Row (11) 8.51%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person (See
Instructions) IN
- -----------------------------------------------------------------------------
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 by Sarah Hancock McClain. Mrs. McClain's
occupation is homemaker, and her residence address is 3912 Bosworth Drive,
S.W., Roanoke, Virginia 24014. Mrs. McClain is a citizen of the United
States.
Mrs. McClain has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Further, Mrs. McClain 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 Mrs. McClain 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 schedule is being filed to report Mrs. McClain's
acquisition of beneficial ownership of 244,619 additional shares of RESCO
common stock, as a result of a distribution from an estate of which she is a
beneficiary.
<PAGE>
ITEM 4. Purpose of Transaction
Not applicable (see Item 3 above).
ITEM 5. Interest in Securities of the Issuer
(a) Mrs. McClain is the beneficial owner of 634,646 shares of RESCO
Common Stock, which represent 8.51% of RESCO's issued and outstanding Common
Stock.
(b) Mrs. McClain has sole voting power and sole dispositive power with
respect to the 634,646 shares of RESCO Common Stock of which she is the
beneficial owner.
(c) None.
(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.
September 26, 1997
---------------------------------
(Date)
s/Sarah Hancock McClain
----------------------------------
Sarah Hancock McClain
<PAGE>
