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): March 7, 2005

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 March 7, 2005, Roanoke Electric Steel Corporation issued a news release reporting its financial results for the quarter ended January 31, 2005. 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 March 7, 2005 (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: March 8, 2005

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	News release issued March 7, 2005 (FILED HEREWITH)

EX-99.1

Exhibit 99.1

NEWS RELEASE	FOR IMMEDIATE RELEASE
(2005-04)	CONTACT:	Mark G. Meikle
		William M. Watson, Jr.
		(504) 342-1831

ROANOKE ELECTRIC STEEL CORPORATION

REPORTS RECORD FIRST QUARTER RESULTS

ROANOKE, Virginia, March 7, 2005 — Roanoke Electric Steel Corporation (Nasdaq: RESC) today reported record first quarter net earnings of $9,185,874 for the period ended January 31, 2005, compared to net earnings of $1,533,676 for the same period last year. Basic earnings per share for the quarter were $.83 ($.82 diluted), compared to basic earnings per share of $.14 ($.14 diluted) in the first quarter of 2004. Sales for the quarter were $131,309,983, also a first quarter record and up 54.2% from sales of $85,173,685 for the same period last year.

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

“We are very pleased to report that earnings for the first quarter of fiscal 2005 were the highest first quarter earnings in the history of our company. While the first quarter has historically been the most challenging for our company, due to the holidays and weather issues, to begin fiscal 2005 by establishing a new earnings record for the quarter is extremely gratifying. The improved performance for the quarter was, primarily, due to increased margins for mill products, as demand continued to be strong. The improved margins were attributable to increased selling prices. The cost of scrap metal, our principal raw material, appears to have stabilized, although it remains near historical highs.

“The performance from continuing operations for the first quarter of 2005 over 2004 was even stronger when taking into account two unusual items. First, included in the 2005 quarter is the charge associated with the sale of the assets of RESCO Steel Products Corporation, a reinforcing bar fabrication operation which was no longer a good strategic fit for the Company. Second, in the 1^st quarter of 2004, we had the benefit of approximately $1,400,000 of additional earnings associated with the graphite electrode class action settlement, which was not present in 2005. In the absence of these two items, the improvement in earnings from continuing operations was over $9,600,000.

“Looking forward to the balance of fiscal 2005, we anticipate that the forces driving our markets will continue to present healthy price levels and demand for our products. The nonresidential construction market which began to show improvements in the second quarter of last year continues to improve, and we are optimistic that the trend will continue.”

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NEWS RELEASE (cont’d)

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3-07-05

	(Unaudited) Three Months Ended January 31,
	2005			2004
SALES	$	131,309,983		$	85,173,685
COST OF SALES		102,714,466			76,501,378
GROSS EARNINGS		28,595,517			8,672,307
OTHER OPERATING EXPENSES (INCOME)
Administrative		7,844,436			6,965,793
Interest expense		851,203			1,122,938
Profit sharing		3,551,807			999,391
Interest income		(21,982	)		(75,256	)
Antitrust litigation settlement		—			(3,061,820	)
Total		12,225,464			5,951,046
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		16,370,053			2,721,261
INCOME TAX EXPENSE		6,506,538			1,084,617
EARNINGS FROM CONTINUING OPERATIONS		9,863,515			1,636,644
DISCONTINUED OPERATIONS
LOSS FROM OPERATIONS OF DISCONTINUED OPERATIONS (INCLUDING LOSS ON SALE)		(1,118,263	)		(171,613	)
INCOME TAX BENEFIT		(440,622	)		(68,645	)
LOSS ON DISCONTINUED OPERATIONS		(677,641	)		(102,968	)
NET EARNINGS	$	9,185,874		$	1,533,676
Earnings (loss) per share of common stock:
Earnings from continuing operations:
Basic	$	0.89		$	0.15
Diluted	$	0.88		$	0.15
Loss on discontinued operations:
Basic		(0.06	)		(0.01	)
Diluted		(0.06	)		(0.01	)
Net earnings per share of common stock:
Basic	$	0.83		$	0.14
Diluted	$	0.82		$	0.14
Cash dividends per share of common stock	$	0.11		$	0.05
Weighted average number of common shares outstanding :
Basic		11,038,710			10,932,813
Diluted		11,177,438			10,970,133

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NEWS RELEASE (cont’d)

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3-07-05

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. Four subsidiaries are involved in various steel-related activities, consisting of scrap processing and bar joists and truck trailer beam fabrication.

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