8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                    FORM 8-K
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 28, 2005

                            OREGON STEEL MILLS, INC.
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             (Exact name of registrant as specified in its charter)

      DELAWARE                       1-9887                 94-0506370
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(State or other jurisdiction        (Commission             (IRS Employer
 of incorporation)                   File Number)            Identification No.)


1000 S.W. BROADWAY, SUITE 2200; PORTLAND, OREGON                  97205
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(Address of principal executive offices)                         (Zip code)

                                 (503) 223-9228
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              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4 (c) under the
     Exchange Act (17 CFR 240.13e-4 (c))






SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

This summary is not intended to be a complete description of all of the
compensation terms. For further information, review the Oregon Steel Mills, Inc.
("Company") Form 10-K for the year ended December 31, 2004 and proxy statement
for the April 28, 2005 Annual Meeting of Stockholders.

2005 LONG-TERM INCENTIVE PLAN
On April 28, 2005, the Oregon Steel Mills,  Inc. 2005  Long-Term  Incentive Plan
("2005 LTIP") was approved by stockholders. Key features of the 2005 LTIP are:
[BULLET] Term of Plan: The 2005 LTIP becomes effective upon stockholder
         approval, and provides that no further grants under the 2005 LTIP may
         be made after May 31, 2010.
[BULLET] Plan Administered by Independent Committee: The 2005 LTIP will be
         managed by the Nominating/Corporate Governance and Compensation
         Committee ("Committee"), which is comprised solely of independent,
         non-employee directors, and the Committee has engaged an independent
         executive compensation consultant to advise the Committee on
         compensation.
[BULLET] Authorized Shares: The total number of shares of common stock available
         for delivery pursuant to awards under the 2005 LTIP over its entire
         term is 500,000, which represents approximately 1.4% of the Company's
         common stock outstanding as of March 31, 2005.
[BULLET] Types of Awards: The 2005 LTIP authorizes the grant of several types of
         stock-based awards, including performance awards, incentive stock
         options ("ISOs"), nonstatutory stock options ("NSOs"), stock
         appreciation rights ("SARs"), restricted stock awards, and other stock
         unit awards.
[BULLET] Minimum Vesting: The 2005 LTIP provides for certain minimum vesting
         requirements that must be followed, except in the case of a change in
         control of the Company. First, options that vest based solely upon
         continued employment or service may not fully vest sooner than three
         years after the grant date. Second, restricted stock awards and other
         stock unit awards that vest solely based upon continued employment or
         service may not vest sooner than two years after the grant date, except
         that awards may be approved with a restriction period of less than two
         years with respect to up to 50,000 shares. Finally, performance share
         awards, performance units, restricted stock awards and other stock unit
         awards that vest upon the attainment of performance goals must provide
         for a performance period established by the Committee.
[BULLET] No Discount Stock Options: The 2005 LTIP prohibits the grant of a stock
         option with an exercise price less than the fair market value of the
         Company's stock on the date of grant.
[BULLET] No Repricing of Stock Options: No amendments to the 2005 LTIP will
         permit the Company to reprice any outstanding option without the
         prior approval of stockholders.


2005 EXECUTIVE OFFICER LONG-TERM INCENTIVE PROGRAM
On April 28, 2005, pursuant to the 2005 LTIP, the Board approved, upon the
recommendation of the Committee, the grant of performance-based equity awards
("Performance Shares") under the 2005 LTIP to executive officers of the Company
as a component of their total 2005 compensation package. The awards approved on
April 28, 2005 replaced the awards approved on March 1, 2005 subject to
stockholder approval of the 2005 LTIP and previously disclosed. Each award is
expressed as a target number of Performance Shares of the Company's common stock
determined by dividing the target long-term incentive value by the 20 trading
day average closing share price at the beginning of the Performance Period. For
the Performance Shares granted on April 28, 2005, the Performance Period started
January 1, 2005 and the 20 trading day average closing share price was $19.01.
The awards previously approved on March 1, 2005 were determined based on an
estimated share price.

The number of Performance Shares, if any, actually earned by the grantee under
an award will be based upon the performance of the Company over a three-year
performance period (the "Performance Period") beginning January 1, 2005 and
ending December 31, 2007. Depending upon the Company's performance with
reference to the performance categories described below, a grantee ultimately
may earn from zero to two times the target number of Performance Shares granted.



The performance categories used to determine how many Performance Shares
ultimately will be earned are (1) the Company's total shareholder return
("TSR"), defined as stock price appreciation including reinvestment of
dividends, during the Performance Period relative to the TSR during that same
period of the selected industry peer group, and (2) the three-year average
earnings before interest, taxes, depreciation and amortization ("EBITDA") per
ton of steel shipped. One half of the total target number of Performance Shares
awarded may be earned based on the relative TSR performance and the other half
may be earned based on the EBITDA per ton of steel shipped performance. For each
performance category, performance levels have been set that will earn threshold
(.25 times), target (1 times) and superior (2 times) the target payouts. If the
threshold performance level is not achieved in a category as of the end of the
award's Performance Period, then none of the Performance Shares tied to that
category would be earned. If at least the threshold is achieved in a category,
then Performance Shares will be earned in an amount equal to the number of the
award's target shares tied to that category, multiplied by a percentage
determined by a straight-line interpolation between the level of the Company's
performance in that category and the above-stated payout percentages. Earned
awards will be paid 60% in cash and 40% in Company stock.

Grants of a total of 101,000 Performance Shares were awarded on April 28, 2005,
subject to the results of the performance criteria for the three-year
Performance Period 2005 through 2007. Among the recipients of the awards were
the following named executive officers for 2005 and their corresponding target
award: James E. Declusin, President and Chief Executive Officer (31,562
Performance Shares); L. Ray Adams, Vice President Finance, Chief Financial
Officer and Treasurer (15,781 Performance Shares); Jennifer R. Murray, Vice
President Administration and Corporate Secretary, (3,945 Performance Shares) and
Robert A. Simon, Vice President and General Manager RMSM (5,260 Performance
Shares).


2005 DIRECTORS' EQUITY COMPENSATION
As a result of stockholder approval of the 2005 LTIP, the Non-employee
Directors' Equity Compensation Program approved by the Board of Directors March
1, 2005, became effective and the Non-employee Directors' Stock Option Plan was
discontinued. Under this program, a new non-employee director will be granted
$30,000 (dollar denominated) in restricted Company common stock, vesting in
equal parts over three years, upon initial election or appointment to the Board,
and on the date of the Annual Meeting of Stockholders all non-employee directors
will receive an annual grant of $25,000 (dollar-denominated) in restricted
Company common stock, vesting in equal parts over three years.

On April 28, 2005, pursuant to the Non-employee Directors' Equity Program,
grants of a total of 12,976 shares of restricted Company common stock were
awarded, specifically a grant of 1,622 restricted shares to each of the
following Directors: Harry Demorest, William Kinnune, Carl Neun, David
Parkinson, Stephen Reynolds, William Swindells, Frank Walker, and Brett Wilcox.
The grants were determined based on a $25,000 annual grant value, divided by
$15.41, the Fair Market Value of the shares on the grant date, as defined by the
2005 LTIP (the average of the highest and lowest sale prices of the Company's
common stock on the New York Stock Exchange).



SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
            YEAR

On April 28, 2005, the Board approved, upon the recommendation of the
Compensation Committee, and effective immediately, an amendment to the Bylaws
related to officers. Article 4.1 of the Bylaws was amended such that one of the
officers of the Company must be the Chief Financial Officer. Article 4.2.3 was
amended to say, "In the event the President is absent or disabled, the Board of
Directors shall promptly meet to confer the title, powers and duties of the
President on another officer or officers. Until the Board of Directors takes
such action, the Chief Financial Officer shall exercise all power and perform
all the duties of the President." Previously, Article 4.2.3 stated that the Vice
Presidents, in the order of their seniority, may assume and perform the duties
of the President in the absence or disability of the President or whenever the
office is vacant.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

EXHIBIT
NUMBER         DESCRIPTION

3.1            Article 4 of the Company's Bylaws (as amended and restated on
               April 28, 2005).






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            OREGON STEEL MILLS, INC.
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                                  (Registrant)



Date:     May 4, 2005                   By:  /s/ Jeff S. Stewart
      -------------------------            --------------------------------
                                             Jeff S. Stewart
                                             Corporate Controller
                                             (Principal Accounting Officer)

EX-31

                            OREGON STEEL MILLS, INC.
                                     BYLAWS
                   (as amended and restated on April 28, 2005)
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                                   ARTICLE 4

                                    OFFICERS

4.1 OFFICERS DESIGNATED. The officers of the corporation shall be a Chairman of
the Board of Directors who shall be a member of the Board of Directors, a
President, one or more Vice Presidents, a Chief Financial Officer, a Secretary,
and a Treasurer. The Board of Directors or the Chairman of the Board or the
President may also appoint one or more assistant secretaries, assistant
treasurers, and such other officers and agents with such powers and duties as
shall be deemed appropriate. Any one person may hold any number of offices of
the corporation at any one time unless specifically prohibited by law. The
salaries and compensation of the officers of the corporation shall be fixed by
or in the manner designated by the Board of Directors.

4.2           TENURE AND DUTIES OF OFFICERS.

     4.2.1    GENERAL: All officers shall hold office at the pleasure of the
              Board of Directors and each officer shall hold office until such
              officer's successor is elected and qualified or until such
              officer's earlier resignation or removal. Any officer elected or
              appointed by the Board of Directors may be removed at any time by
              the Board of Directors. If the office of any officer becomes
              vacant for any reason, the vacancy may be filled by the Board of
              Directors. Nothing in these Bylaws shall be construed as creating
              any kind of contractual right to employment with the corporation.

     4.2.2    DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS: The Chairman of
              the Board of Directors shall preside at all meetings of the
              stockholders and the Board of Directors. The Chairman of the Board
              of Directors shall perform such other duties and have such other
              powers as the Board of Directors shall designate from time to
              time.

     4.2.3    DUTIES OF PRESIDENT:  The President shall be the chief executive
              officer of the corporation unless the Board of Directors
              designates some other officer to serve in such capacity. The
              President shall preside at all meetings of the stockholders and
              at all meetings of the Board of Directors, unless the Chairman of
              the Board of Directors has been appointed and is present.  The
              President shall be ex officio a member of the executive and other
              committees, shall have general and active management of the
              business of the corporation, shall see that all orders and
              resolutions of the Board of Directors are carried into effect, and
              shall exercise such other powers and perform such other duties as
              shall be determined from time to time by the Board of Directors.
              If some officer other than the President is designated as the
              chief executive officer, the officer shall have all of the powers
              conferred upon the President by these Bylaws to the extent
              permitted by law, and, in the absence or disability of such other
              officer, the President shall perform and exercise the duties of
              chief executive officer.  The President or any other officer
              designated by the Board of Directors at any time is authorized to
              vote, grant proxies or consents for, or represent all shares of
              other corporations standing in the name of this corporation and
              may exercise all rights incident to such shares on behalf of this
              corporation.




              4.2.3.1 In the event the President is absent or disabled, the
              Board of Directors shall promptly meet to confer the title, powers
              and duties of the President on another officer or officers. Until
              the Board of Directors takes such action, the Chief Financial
              Officer shall exercise all power and perform all the duties of
              the President.

          4.2.4    DUTIES OF VICE PRESIDENTS: The Vice Presidents shall perform
              such other duties and have such other powers as the Board of
              Directors or the President shall designate from time to time.

          4.2.5    DUTIES OF SECRETARY:  The Secretary shall attend all meetings
              of the stockholders and of the Board of Directors and any
              committee thereof, and shall record the proceedings of the
              meetings in the minute book of the corporation and shall keep the
              seal of the corporation in safe custody.  The Secretary shall give
              notice, in conformity with these Bylaws, of all meetings of the
              stockholders, and of all meetings of the Board of Directors and
              any committee thereof requiring notice.  The Secretary shall
              perform such other duties and have such other powers as the Board
              of Directors shall designate from time to time.  The President may
              direct any Assistant Secretary to assume and perform the duties of
              the Secretary in the absence or disability of the Secretary, and
              each Assistant Secretary shall perform such other duties and have
              such other powers as the Board of Directors or the President shall
              designate from time to time.

          4.2.6    DUTIES OF CHIEF FINANCIAL OFFICER AND TREASURER:  Each of the
              Chief Financial Officer and the Treasurer shall control, audit and
              arrange the financial affairs of the corporation, consistent with
              the responsibilities delegated to each of them by the
              corporation's President.  The Chief Financial Officer or
              Treasurer, as the case may be, shall receive and deposit all
              monies belonging to the corporation and shall pay out the same
              only in such manner as the Board of Directors may from time to
              time determine, and shall perform such other further duties as
              the Board of Directors may require.  It shall be the duty of the
              assistant treasurers to assist the Treasurer in the performance
              of the Treasurer's duties and generally to perform such other
              duties as may be delegated to them by the Board of Directors.

4.3           RESIGNATION. Any officer may resign at any time, such resignation
to be made in writing and to take effect from the time of its receipt by the
corporation, unless some time be fixed in the resignation, and then from that
time. The acceptance of a resignation shall not be required to make it
effective.