8-A12B/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A / A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	13-1860817
(State of Incorporation)	(IRS Employer Identification No.)
2100 Rexford Road Charlotte, North Carolina	28211
(Address of principal executive offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class To be So Registered	Name of Each Exchange On Which Each Class Is To Be Registered
Preferred Share Purchase Rights	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:    None

Item 1. Description of Registrant’s Securities to Be Registered.

On March 12, 2001, Nucor Corporation (the “Company”) issued one preferred share purchase right (a “Right”) with respect to each outstanding share of common stock, $0.40 par value per share (the “Common Shares”), of the Company. The rights were issued to the holders of record of Common Shares on that date. Each Right entitles the registered holder to purchase from the Company one five-thousandth of a share of Series A Junior Participating Preferred Stock, $4.00 par value (the “Preferred Shares”), of the Company at a price of $150.00 per one five-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment in certain specified circumstances. Following the stock spilt effected by the Company on October 18, 2004, the Purchase Price was automatically adjusted to $75.00. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated as of March 8, 2001, between the Company and American Stock Transfer & Trust Co., as Rights Agent (the “Rights Agent”).

On May 11, 2006, the board of directors of the Company approved a 2-for-1 stock split that will be effected by issuing one additional Common Share for each Common Share held by stockholders of record on May 19, 2006. The additional Common Shares will be distributed on or about May 31, 2006. Absent further action by the board of directors, the Purchase Price would be automatically reduced to $37.50 as a result of the stock split. Accordingly, in order to offset the effect of the stock splits and to reflect the increase in the market value of the Common Shares since adoption of the Rights Agreement, the board of directors also authorized the officers of the Company and directed the Rights Agent to amend the Rights Plan before the stock split to fix the Purchase Price under the Rights Plan at $300. Following the record date for the 2-for-1 stock split of May 19, 2006, the Purchase Price will be automatically reduced to $150.

Item 2. Exhibits.

4.1	Rights Agreement, dated as of March 8, 2001, between Nucor Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4 of Nucor Corporation’s Current Report on Form 8-K dated March 8, 2001)
4.2	Amendment No. 1 to Rights Agreement, dated as of May 16, 2006

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

NUCOR CORPORATION
By:	/s/ Terry S. Lisenby
	Terry S. Lisenby
	Chief Financial Officer, Treasurer
	and Executive Vice President

Dated: May 17, 2006

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Rights Agreement, dated as of March 8, 2001, between Nucor Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4 of Nucor Corporation’s Current Report on Form 8-K dated March 8, 2001)
4.2	Amendment No. 1 to Rights Agreement, dated as of May 16, 2006

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EX-4.2

Exhibit 4.2

AMENDMENT NO. 1

TO

RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment No. 1”) is entered into as of May 16, 2006 between Nucor Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent previously entered into the Rights Agreement, dated as of March 8, 2001 (the “Rights Agreement”);

WHEREAS, in accordance with Section 27 of the Rights Agreement, the Company has directed the Rights Agent to amend the Rights Agreement on the terms and conditions hereinafter set forth; and

WHEREAS, for purposes of this Amendment No. 1, initially capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Exercise of Rights; Purchase Price; Expiration Date of Rights. Section 7(b) of the Rights Agreement is amended by deleting the amount “$150.00” in the first sentence and replacing it with the amount “$300.00.”

2. Benefits. Nothing in the Rights Agreement, as amended by this Amendment No. 1, shall be construed to give any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares) any legal or equitable right, remedy or claim under the Rights Agreement, as amended by this Amendment No. 1; but the Rights Agreement, as amended by this Amendment No. 1, shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, registered holders of Common Shares).

3. Severability. If any term, provision, covenant or restriction of this Amendment No. 1 is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment No. 1 shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

4. Descriptive Headings. Descriptive headings of the several Sections of this Amendment No. 1 are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

5. Governing Law. This Amendment No. 1 shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state.

6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single a single agreement.

7. Effect of Amendment. Except as expressly modified by this Amendment No. 1, the Rights Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and attested, as of the day and year first above written.

NUCOR CORPORATION
By:	/s/ Terry S. Lisenby
Name:	Terry S. Lisenby
Title:	CFO, Treasurer and
	Executive Vice President

ATTEST:
By:	/s/ A. Rae Eagle
Name:	A. Rae Eagle
Title:	Corporate Secretary

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent
By:	/s/ Herbert J. Lemmer
Name:	Herbert J. Lemmer
Title:	Vice President

ATTEST:
By:	/s/ Paula Caroppoli
Name:	Paula Caroppoli
Title:	Vice President