8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 9, 2004

ROANOKE ELECTRIC STEEL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	0-2389	54-0585263
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

102 Westside Boulevard, NW Roanoke, Virginia	24017
(Address of principal executive offices)	(Zip Code)

(540) 342-1831

(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 (see General Instruction A.2. below):

¨ 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))

Item 2.02. Results of Operations and Financial Condition

On December 9, 2004, Roanoke Electric Steel Corporation issued a news release reporting its financial results for the quarter and fiscal year ended October 31, 2004. A copy of the news release is furnished and attached to this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

The following are furnished as Exhibits to this Report.

Exhibit No.	Description of Exhibit
99.1	News release issued December 9, 2004 (FILED HEREWITH)

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.

ROANOKE ELECTRIC STEEL CORPORATION
By:	/s/ Donald G. Smith
	Donald G. Smith Chairman and Chief Executive Officer

Dated: December 9, 2004

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	News release issued December 9, 2004 (FILED HEREWITH)

EX-99.1

Exhibit 99.1

NEWS RELEASE	FOR IMMEDIATE RELEASE
	CONTACT: Mark G. Meikle
	William M. Watson, Jr
	(540) 342-1831

ROANOKE ELECTRIC STEEL CORPORATION

REPORTS RECORD SALES, FOURTH QUARTER AND YEAR-END RESULTS

ROANOKE, Virginia, December 9, 2004 — Roanoke Electric Steel Corporation (Nasdaq: RESC) today reported record net earnings for the fourth quarter ended October 31, 2004, of $15,932,971, compared to earnings of $700,735 in the fourth quarter last year. Basic earnings per share for the quarter were $1.45 ($1.44 diluted), compared to earnings per share of $.06 ($.06 diluted) in the 2003 fourth quarter. Sales for the quarter were a record $143,728,167, up 57% from sales of $91,600,033 for the same period last year.

For the year ended October 31, 2004, the Company reported record net earnings of $30,446,248, compared to a net loss of $3,224,953 for fiscal 2003. Basic earnings per share were $2.78 ($2.76 diluted), compared to basic loss per share of $.29 ($.29 diluted) last year. Sales for fiscal 2004 were a record $479,377,188, a 54% increase from sales of $312,090,956 for fiscal 2003.

Donald G. Smith, Chairman and CEO, and T. Joe Crawford, President and COO, stated:

“Fiscal year 2004 was the best year in the history of our company, which was especially pleasing given the challenges of the last three years. The positive momentum which was established during 2003 not only continued, but grew significantly, with the establishment of new annual record totals for sales, net earnings and earnings per share. The improved performance for the year was, primarily, due to increased shipments and margins for mill products, as demand continued to be strong. The improved margins were attributable to increased selling prices. Our employees worked extremely hard in responding to the increased demand, and a number of production and shipment records were also set during the year to help meet our customers’ needs.

“As we look to fiscal 2005, we anticipate that the positive factors which have been driving our markets are sustainable and present a scenario for continued healthy price levels and volume for our products. Although our first quarter is historically challenging, due to the holidays and weather issues, our overall outlook for the year remains very positive.”

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NEWS RELEASE (con’d.)

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12-9-04

Consolidated Statements of Earnings (Loss)

	Unaudited Three Months Ended October 31,						UnauditedYear Ended October 31,
	2004			2003			2004			2003
SALES	$	143,728,167		$	91,600,033		$	479,377,188		$	312,090,956
COST OF SALES		106,720,438			81,115,675			388,211,346			288,000,605
GROSS EARNINGS		37,007,729			10,484,358			91,165,842			24,090,351
OTHER OPERATING EXPENSES (INCOME)
Administrative		9,007,220			6,967,014			31,666,334			23,285,533
Interest expense		1,732,330			1,333,764			4,480,195			5,435,464
Profit Sharing		1,808,682			1,078,691			9,622,733			1,309,091
Interest income		(30,821	)		(84,590	)		(207,694	)		(433,558	)
Antitrust litigation settlement		—			—			(3,061,820	)		(520,960	)
Total		12,517,411			9,294,879			42,499,748			29,075,570
EARNINGS (LOSS) BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		24,490,318			1,189,479			48,666,094			(4,985,219	)
INCOME TAX EXPENSE (BENEFIT)		8,557,347			488,744			18,219,846			(1,988,676	)
EARNINGS (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		15,932,971			700,735			30,446,248			(2,996,543	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		—			—			—			(228,410	)
NET EARNINGS (LOSS)	$	15,932,971		$	700,735		$	30,446,248		$	(3,224,953	)
EARNINGS (LOSS) PER SHARE OF COMMON STOCK
Basic:
Earnings (loss) before cumulative effect of accounting change	$	1.45		$	0.06		$	2.78		$	(0.27	)
Cumulative effect of accounting change		—			—			—  —			(0.02	)
Net earnings (loss)	$	1.45		$	0.06		$	2.78		$	(0.29	)
Diluted:
Earnings (loss) before cumulative effect of accounting change	$	1.44		$	0.06		$	2.76		$	(0.27	)
Cumulative effect of accounting change		—			—			—  —			(0.02	)
Net earnings (loss)	$	1.44		$	0.06		$	2.76		$	(0.29	)
CASH DIVIDENDS PER SHARE OF COMMON STOCK	$	0.11		$	0.05		$	0.36		$	0.20
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic		11,000,237			10,932,813			10,957,586			10,938,999
Diluted		11,089,635			10,946,104			11,034,445			10,945,346

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12-9-04

This release contains various forward-looking statements which represent the Company’s expectations or beliefs concerning future events. In accordance with the safe harbor provisions of the securities laws regarding such statements, the Company notes that a variety of factors, including economic and industry conditions, availability and prices of utilities, supplies and raw materials, prices of steel products, foreign and domestic competition, trade policies affecting imports and exports, governmental regulations, interest rates, inflation, labor relations, environmental concerns and compliance issues and other matters, could cause actual results and experience to differ materially from those expressed in the forward-looking statements.

Roanoke Electric Steel Corporation has steel manufacturing facilities in Roanoke, Virginia and Huntington, West Virginia, producing angles, rounds, flats, channels, beams, special sections and billets, which are sold to steel service centers, fabricators, original equipment manufacturers and other steel producers. Five subsidiaries are involved in various steel-related activities, consisting of scrap processing and bar joist, reinforcing bar and truck trailer beam fabrication.

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