COVER 12 filename12.htm

[Barrett & McNagny letterhead]

 

 

 

January 18, 2006

 

 

VIA EDGAR

 

 

Securities & Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

 

Re:

Steel Dynamics, Inc. Commission File No. 0-21719

 

 

Form S-4 Registration Statement

 

 

(Proposed merger of Roanoke Electric Steel Corporation

 

 

(Commission File No. 0-2389) with and into a wholly-owned subsidiary

 

 

of Steel Dynamics, Inc.)

 

 

 

To the Commission:

 

                On behalf of Steel Dynamics, Inc., as registrant, and as its legal counsel, I am transmitting herewith via EDGAR a Registration Statement on Form S-4, registering the proposed issuance of Steel Dynamics’ common shares to the shareholders of Roanoke Electric Steel Corporation as partial consideration in connection with the proposed merger of Roanoke with and into RS Acquisition Corporation, a wholly-owned acquisition subsidiary of Steel Dynamics.  Roanoke’s proposed proxy statement is included herewith.

 

                The appropriate fee, as shown, has been paid.

 

                Please phone me at 260-423-8905 (office) or 260-438-0958 (mobile), or email me at RSW@barrettlaw.com, with any questions or further needs you may have concerning this filing.

 

 

Sincerely,

 

Barrett & McNagny LLP

 

/s/ Robert S. Walters