Exhibit 10.1c(2)


                      SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
July 20, 2001, by and among STEEL DYNAMICS, INC., an Indiana corporation (the
"Borrower"), the lenders listed on the signature pages hereof and MELLON BANK,
N.A., a national banking association, as agent for the Lenders under the Credit
Agreement referred to below (the "Agent").

                                    RECITALS:

     WHEREAS the Borrower, certain lenders, the Agent, and certain Arrangers
entered into a Credit Agreement, dated as of May 5, 2000 (as amended as of March
15, 2001, and as modified by the Consent and Agreement dated as of July 10,
2001, the "Original Agreement"), pursuant to which the Lenders have agreed to
extend credit to the Borrower;

     WHEREAS, the Borrower and the Required Lenders (as defined in the Original
Agreement) desire to amend the Original Agreement to make certain changes
therein;

     WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings assigned thereto in the Original Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby agree as follows:

     Section 1. Amendments.

     (a) Section 6.04(g) of the Original Agreement is hereby amended by deleting
the figure "$8,250,000" appearing therein and inserting in lieu thereof the
figure "$14,035,819".

     (b) Section 6.05(g) of the Original Agreement is hereby amended by deleting
the figure "$105,000,000" appearing therein and inserting in lieu thereof the
figure "$125,000,000".

     (c) Section 6.03(i) of the Original Agreement is hereby amended by deleting
the figure "$75,000,000" appearing therein and inserting in lieu thereof the
figure "$95,000,000".

     Section 2. Directions to Agent. By execution of this Amendment, the
Required Lenders hereby direct the Agent to execute and deliver this Amendment.

     Section 3. Miscellaneous. (a) This Amendment shall become effective upon
execution and delivery hereof by the Required Lenders, the Borrower and the
Agent

     (b) The Original Agreement, as amended by this Amendment, is in all
respects ratified, approved and confirmed and shall, as so amended, remain in
full force and effect. From and after the date hereof, all references to the
"Agreement" in the Original Agreement and in the





other Loan Documents shall be deemed to be references to the Original Agreement
as amended by this Amendment.

     (c) This Amendment shall be deemed to be a contract under the laws of the
State of New York and for all purposes shall be governed by and construed and
enforced in accordance with the laws of said State.

     (d) This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.



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      IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed and delivered this Amendment as of the date first
above written.

                                            STEEL DYNAMICS, INC.



                                            By
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                                            Title:



                                            MELLON BANK, N.A., as Lender and
                                              as Agent

                                            By
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                                            Title:



                                            KREDITANSTALT FUR WIEDERAUFBAU



                                            By
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                                            Title:


                                            By
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                                            Title:




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