SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------

                                   FORM 8-K/A

                                 CURRENT REPORT
              (Amendment No. 1 to Form 8-K filed December 10, 1996)

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 2, 1996


                          BIRMINGHAM STEEL CORPORATION
             (Exact name of registrant as specified in its charter)


                                    Delaware
                                 (State of other
                                 jurisdiction of
                                 incorporation)
                                     1-9820
                                (Commission File
                                     Number)
                                   13-3213634
                                (I.R.S. Employer
                               Identification No.)




                       1000 Urban Center Drive, Suite 300
                               Birmingham, Alabama
                    (Address of principal executive offices)

                                   35242-2516
                                   (Zip Code)


Registrant's telephone number, including area code:  (205)970-1200








         Item 5 of the  Current  Report on Form 8-K filed  December  10, 1996 is
hereby amended to read as follows:


Item 5.  Other Events

                  On December 2, 1996, Birmingham Steel Corporation,  a Delaware
corporation  ("BSC")  completed its  acquisition  of certain  assets of Atlantic
Steel  Industries,  Inc., a New York corporation  ("Atlantic"),  through a newly
created  limited  liability  company,  Birmingham  Southeast,  LLC  ("Birmingham
Southeast"), pursuant to the terms of that certain Contribution Agreement, dated
as of November 15, 1996, by and among IVACO Inc.  ("IVACO"),  Atlantic,  BSC and
Birmingham  Southeast.   Birmingham  Southeast,  a  Delaware  limited  liability
company,  is owned 85% by Birmingham East Coast Holdings,  Inc., an affiliate of
BSC, and 15% by Canron  Industries,  Inc.,  an  affiliate  of IVACO,  a Canadian
corporation and the parent corporation of Atlantic.

                  Contribution Agreement.  Under the Contribution Agreement, BSC
contributed  substantially all of the operating assets of its steel mill located
in  Jackson,  Mississippi  (the  "Jackson  Mill")  and $43.3  million in cash to
Birmingham  Southeast in return for 85% of the membership interest in Birmingham
Southeast. Atlantic contributed substantially all of the operating assets of its
steel mill located in  Cartersville,  Georgia  (the  "Cartersville  Mill"),  and
received 15% of the  membership  interests  in  Birmingham  Southeast  and $43.3
million in cash. In addition,  Birmingham  Southeast  assumed certain  specified
obligations of Atlantic  relating to the  Cartersville  Mill and assumed certain
liabilities  and  contracts  of BSC relating to the Jackson Mill and of Atlantic
relating to the  Cartersville  Mill. The Atlantic  assets include a high-quality
meltshop  and a merchant  product  rolling  mill.  The BSC  assets  consist of a
meltshop and a merchant  product rolling mill. The  acquisition  transaction did
not include  BSC's  scrap  operation  at Klean  Metals  located  adjacent to the
Jackson Mill.

                  As part of the financing of this transaction, BSC will sell in
an underwritten public offering one million shares of its common stock currently
held as treasury shares,  which were previously acquired as part of an announced
stock buyback program.

                  Inventory  Agreements.  In  connection  with the  Contribution
Agreement,  each of BSC and Atlantic (the  "Sellers")  entered into an Inventory
Agreement with Birmingham  Southeast  setting forth the terms of sale of certain
"Purchased Assets" to Birmingham  Southeast.  The sale of these Purchased Assets
occurred  independent  of the  contribution  of  other  assets  pursuant  to the
Contribution   Agreement,   and,  upon  executing  these  Inventory  Agreements,
Birmingham  Southeast  became  obligated  to pay the  purchase  price  set forth
therein  within  60  days  of  December  2,  1996,  which  was  the  date of the
consummation  of the transaction  set forth in the  Contribution  Agreement (the
"Closing Date").  The Purchased  Assets include all billets,  finished goods and
supplies  owned by the Sellers and located at the  Cartersville  Mill or Jackson
Mill, as more fully defined in the respective Inventory Agreements.  Each Seller
is obligated to conduct a physical  inventory for the purpose of indicating  the
quantity and quality of its Purchased  Assets and assigning a price to each item
of Purchased Assets.  Prices are generally determined based on the lower of cost
or market value  (adjusted in the case of finished  goods for shipping,  freight
and  profit)  of the item.  Certain  finished  goods  which  meet the  requisite
physical and chemical specifications, but which have been historically difficult
to sell, may be deemed "obsolete" and payment therefor  withheld.  If Birmingham
Southeast is unable to sell such obsolete  finished  goods for full price within
120 days  following  the Closing  Date,  Birmingham  Southeast may purchase such
finished  goods at scrap  prices or return  such  finished  goods to the Sellers
without payment therefor. Any dispute which arises under the Inventory Agreement
shall be referred to an independent auditor for resolution.

                  It  is  currently  anticipated  that  Birmingham   Southeast's
purchase  price  obligations  payable to Atlantic  under the Atlantic  Inventory
Agreement is estimated to approximate  $24,000,000,  and Birmingham  Southeast's
purchase price obligations  payable to BSC under the BSC Inventory  Agreement is
estimated to approximate $20,000,000.

                  Billet Supply  Agreement.  As of the Closing Date,  Birmingham
Southeast  took title to assets  located  in  Cartersville,  Georgia  consisting
primarily of an operating  melt shop.  Prior to the Closing  Date,  Atlantic had
utilized  billets which it produced in  Cartersville  in its rod mill located in
Atlanta, Georgia. Pursuant to the Billet Supply Agreement,  Birmingham Southeast
agreed to continue to supply  Atlantic with a minimum of 250,000 tons of billets
per year and a maximum of 300,000 tons of billet per year. In exchange, Atlantic
agreed to purchase the minimum quantity on a take or pay basis, which obligation
was  guaranteed  by  Atlantic's  parent  company,  IVACO.  The billets  sold and
purchased under this Billet Supply Agreement must conform to certain  designated
physical  and  chemical   specifications.   The  Billet  Supply  Agreement  also
establishes  an initial  selling  price for each grade of billet to be  supplied
thereunder,  which  price is  subject to  adjustment  to  reflect  increases  or
decreases in the cost of scrap.

                  Administrative  Services  Agreement.  On and after the Closing
Date, BSC has agreed to provide  Birmingham  Southeast with certain services and
to permit  Birmingham  Southeast  to utilize  certain  assets  owned by BSC. The
services to be provided to Birmingham  Southeast  include,  among others,  sales
support,  legal services,  environmental  support services,  personnel and human
resources,  scrap purchasing and risk management services.  The assets which BSC
has agreed to allow  Birmingham  Southeast  to utilize  include  full  extensive
insurance  coverage,  extensive  employee  benefit  plans and programs  provided
through third parties and a sophisticated  computer and data processing  system.
In exchange for BSC's  provision of services  and assets,  Birmingham  Southeast
shall pay to BSC a fixed fee, plus an amount equal to the  allocable  portion of
all costs of maintaining the insurance  policies and employee  benefit plans and
programs made available to Birmingham Southeast.  In addition, BSC has agreed to
make advances to Birmingham Southeast from time to time (until October 31, 1997)
for general  corporate  and  working  capital  purposes  pursuant to a revolving
promissory note. The outstanding  principal amount due under this note will vary
from  time to time and  will  bear  interest  at a rate of 2%  above  prime,  as
established by reference to the Wall Street Journal.

                  Management   of  BSC  does  not  believe  that  the  Inventory
Agreements, the Billet Supply Agreement or the Administrative Services Agreement
described  above will have a material  effect on BSC's results of operations and
financial condition.


                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereto duly authorized.

Dated as of January 15, 1997


BIRMINGHAM STEEL CORPORATION


By /s/ John M. Casey
- ----------------------------
John M. Casey
Its: Executive Vice President
     and Chief Financial Officer