UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                   Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

(Name of Issuer)                    Kentucky Electric Steel

(Title of Class of Securities)      Common Stock

(CUSIP Number)                      49127B100

(Date of Event Which Requires Filing of this Statement)     December 31, 2000

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
      [ ] Rule 13d-1(b)
      [X] Rule 13d-1(c)
      [ ] Rule 13d-1(d)

      CUSIP No.         49127B100

      1. Names of Reporting Persons.

         Laurence W. Lytton

      2. Check the Appropriate Box if a Member of a Group (See Instructions)

                                                                         (a) |_|
                                                                         (b) |_|

      3. SEC Use Only

      4. Citizenship or Place of Organization

         USA

      5. Sole Voting Power           390,600

      6. Shared Voting Power         0

      7. Sole Dispositive Power      390,600

      8. Shared Dispositive Power    0

      9. Aggregate Amount Beneficially Owned by Each Reporting Person

         390,600

     10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
         (See Instructions)


     11. Percent of Class Represented by Amount in Row (11)

         9.6%

     12. Type of Reporting Person (See Instructions)

         IN

      Item 1.

      (a) Name of Issuer       Kentucky Electric Steel.

      (b) Address of Issuer's Principal Executive Offices

                       P. O. Box 3500, Ashland, Kentucky 41105-3500

      Item 2.

      (a) Name of Person Filing      Laurence W. Lytton

      (b) Address of Principal Business Office or, if none, Residence

                                     28 Sherwood Place
                                     Scarsdale, NY  10583

      (c) Citizenship                USA

      (d) Title of Class of Securities     Common

      (e) CUSIP Number               49127B100


      Item 3. not applicable

      Item 4. Ownership.

      (a) Amount beneficially owned:       390.600.

      (b) Percent of class:                9.6%

      (c) Number of shares as to which the person has:


      (i) Sole power to vote or to direct the vote     390,600.

      (ii) Shared power to vote or to direct the vote  0.

      (iii) Sole power to dispose or to direct the disposition of   390.600

      (iv) Shared power to dispose or to direct the disposition of  0.


      Item 5. Ownership of Five Percent or Less of a Class

                  Not applicable

      Item 6. Ownership of More than Five Percent on Behalf of Another Person.

                  Not applicable

      Item 7. Identification and Classification of the Subsidiary Which
              Acquired the Security Being Reported on By the Parent Holding
              Company

                  Not applicable

      Item 8. Identification and Classification of Members of the Group

                  Not applicable

      Item 9. Notice of Dissolution of Group

                  Not applicable

      Item 10. Certification

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were not acquired and are not
         held for the purpose of or with the effect of changing or influencing
         the control of the issuer of the securities and were not acquired and
         are not held in connection with or as a participant in any transaction
         having that purpose or effect.


SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

               1/16/2001
      --------------------------------
      Date

       /s/ Laurence W. Lytton
      --------------------------------
      Signature

           Laurence W. Lytton
      --------------------------------
      Name/Title