As Filed with the Securities and Exchange Commission on February 2, 2000
                                                     Registration No. 333-_____
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                          KENTUCKY ELECTRIC STEEL, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                        (State or other jurisdiction of
                         incorporation or organization)

                                   61-1244541
                      (I.R.S. Employer Identification No.)

                                  P.O. Box 3500
                          Ashland, Kentucky 41105-3500
                  (Address, including zip code, of registrant's
                          principal executive offices)

                1998 Employee Stock Option/Restricted Stock Plan
                            (Full Title of the Plan)

                                William J. Jessie
        Vice President, Secretary, Treasurer and Chief Financial Officer
                          Kentucky Electric Steel, Inc.
                                  P.O. Box 3500
                             Ashland, Kentucky 41105
                                 (606) 929-1222
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================
<S>                    <C>                <C>                 <C>                <C>
                            Amount        Proposed Maximum    Proposed Maximum    Amount of
Title of Securities         to be         Offering Price         Aggregate       Registration
to be Registered(1)       Registered       Per Share(2)       Offering Price(2)      Fee
=============================================================================================
   Common Stock and
   Preferred Stock      245,000 Shares(3)      $2.52              $617,400           $163
   Purchase Rights
=============================================================================================
<FN>
(1)    Preferred Stock Purchase Rights are attached to and trade with the Common
       Stock,  par value $.01 per share, of the Registrant (the "Common Stock").
       Value  attributable to such Preferred Stock Purchase  Rights,  if any, is
       reflected in the market price of the Common Stock.
(2)    Computed  pursuant to Rules 457(h) and 457(c) under the Securities Act of
       1933 solely for the purpose of  determining  the  registration  fee.  The
       proposed maximum  aggregate  offering price is computed upon the basis of
       the average high and low price of the Registrant's  common stock reported
       in the consolidated reporting system as of January 26, 2000.
(3)    This Registration Statement also covers such additional shares of  Common
       Stock as may be issuable pursuant to antidilution provisions.

</FN>
</TABLE>
<PAGE>
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference.

                  The following documents filed by Kentucky Electric Steel, Inc.
("Kentucky  Electric Steel," the "Company" or the "Registrant")  pursuant to the
Securities   Exchange  Act  of  1934  ("1934  Act")  (File  No.  000-22416)  are
incorporated by reference into this Registration Statement:

                  (a)      Annual  Report on  Form 10-K  for  the  year    ended
September 25, 1999.

                  (b)      None.

                  (c)      (i)      The description of Kentucky Electric Steel's
                                    Common    Stock   as    contained   in   the
                                    Registrant's 1934 Act Registration Statement
                                    on Form 8-A dated and  filed  September  20,
                                    1993,  including  any  amendment  or  report
                                    filed  for  the  purpose  of  updating  such
                                    description.

                           (ii)     The description of Kentucky Electric Steel's
                                    Preferred  Stock  Purchase  Rights  which is
                                    contained  in  the  Registrants'   1934  Act
                                    Registration  Statement  on Form 8-A/A dated
                                    February  27,  1996 and filed March 1, 1996,
                                    including  any amendment or report filed for
                                    the purpose of updating such description.

                  All documents  subsequently  filed by Kentucky  Electric Steel
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein modifies or supersedes such statement.

Item 4.               Description of Securities.

                  The  securities  to be offered are  registered  under  Section
12(g) of the 1934 Act.

                                      II-1
<PAGE>

Item 5.               Interest of Named Experts and Counsel.

                  Not Applicable.

Item 6.               Indemnification of Directors and Officers.

                  (a) Section 145 of the Delaware  General  Corporation Law (the
"DGCL") permits  indemnification  against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by officers or directors of a corporation in connection  with actions,  suits or
proceedings  in which such  officers  or  directors  are or were  parties or are
threatened to be made parties to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such persons are or were directors or officers of the corporation,  or
are or were serving at the request of the  corporation  as directors or officers
of another corporation,  partnership,  joint venture, trust or other enterprise,
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful.  However, in connection with actions by or in
the right of the  corporation,  indemnification  is not permitted if such person
has been adjudged liable to the corporation  unless the court  determines  that,
under all of the circumstances, such person is nonetheless fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

                  Section  145  also  permits  a  corporation  to  purchase  and
maintain  insurance on behalf of its directors against any liability that may be
asserted against,  or incurred by, such persons in their capacities as directors
or officers of the corporation  whether or not that  corporation  would have the
power to indemnify  such person  against  liabilities  under the  provisions  of
Section 145. The directors and officers of the Company are covered under such an
insurance policy.  Section 145 further provides that the statutory  provision is
not  exclusive  of any other right to which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders  or independent  directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
office.

                  (b) Pursuant to Section  102(b)(7) of the DGCL,  the Company's
Certificate  of  Incorporation  limits  the  personal  liability  of each of the
Company's  directors  for monetary  damages for breaches of fiduciary  duty as a
director  except  (i) for any  breach of the  director's  duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions)  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.

                  (c) Article VII of the  Company's  By-Laws  provides  that the
Company will indemnify any persons,  including officers and directors,  who are,
or are threatened to be made,  parties to any  threatened,  pending or completed

                                      II-2
<PAGE>

action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other  than an  action by or in the  right of the  Company),  by
reason of the fact that such  person is or was an  officer  or  director  of the
Company,  or is or was serving at the request of such corporation as a director,
officer,  employee or agent of another corporation or enterprise.  The indemnity
includes expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer or director acted in good
faith and in a manner  such  reasonably  believed to be in or not opposed to the
Company's best interests and, for criminal proceedings,  had no reasonably cause
to believe  that such  conduct was  unlawful.  The  Company  also is required to
indemnify  officers  and  directors  against  expenses   (including   reasonably
attorneys'  fees)  actually  and  reasonably  incurred in an action by or in the
right of the Company under the same conditions,  except that no  indemnification
is permitted without judicial approval if the officer or director is adjudged to
be liable to the  Company.  Where an officer or  director is  successful  on the
merits or otherwise in the defense of any action referred to above,  the Company
must  indemnify  such person against the expenses which such officer or director
actually reasonably incurred.

                  (c) The Company has entered  into a contract  with each of its
officers and directors  requiring  the Company to indemnify  such persons and to
advance  litigation  expenses to such persons to the fullest extent permitted by
applicable  law (which is discussed  above in the first  subsection of this Item
6). The contract also  requires the Company to (i)  indemnify  such officers and
directors  upon  receipt of an opinion  of  counsel in certain  cases,  (ii) pay
indemnity  demands pending and determination of entitlement  thereto,  and (iii)
demonstrate,  in any action brought hereunder, that such officer or director was
not entitled to indemnification under applicable law.

Item 7.               Exemption from Registration Claimed.

                  Not applicable.

Item 8.               Exhibits.

                  Reference is made to the Exhibit Index.

Item 9.               Undertakings.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                    (i)  To include  any  prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the  prospectus any facts
                  or events arising after the effective date of the registration
                  statement  (or  the  most  recent   post-effective   amendment

                                      II-3
<PAGE>

                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration  statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no more  than a 20%  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;

                                    (iii) To include  any  material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability  under the Securities Act of 1933,  each such  post-effective
         amendment shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

                           (3)  To  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may be  permitted  to  directors,  officers,  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or

                                      II-4
<PAGE>

proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-5


<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Ashland,  Commonwealth  of Kentucky,  on February 1,
2000.

                                     KENTUCKY ELECTRIC STEEL, INC.

                                     By:  /s/ Charles C. Hanebuth
                                         ---------------------------------------
                                           Charles C. Hanebuth
                                           President-and Chief Executive Officer


<PAGE>
                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Charles  C.  Hanebuth,  and  William  J.  Jessie,  and  each of  them,
severally,  the undersigned's true and lawful  attorney-in-fact  and agent, with
full power of substitution and  resubstitution,  to execute in the undersigned's
name,  place  and  stead,  any  and  all  amendments  (including  post-effective
amendments)  and  supplements to this  Registration  Statement,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission.  Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform, in the name of and
on  behalf of the  undersigned,  each and  every  act and  thing  requisite  and
necessary to be done,  as fully to all intents and purposes as he might or could
do in person.  The undersigned  hereby ratifies,  confirms and approves all that
said attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by or on behalf of the  following
persons in the capacities indicated on February 1, 2000.

<TABLE>
<CAPTION>

          Signature                              Title
<S>                           <C>

  /s/ Charles C. Hanebuth     President and Chief Executive Officer and Director
----------------------------   (principal executive officer)
     Charles C. Hanebuth

    /s/ William J. Jessie     Vice President-Finance and Chief Financial Officer
----------------------------   (Chief Accounting Officer)
       William J. Jessie

   /s/ Clifford R. Borland     Director
----------------------------
    Clifford R. Borland

    /s/ David C. Struve        Director
----------------------------
      David C. Struve

   /s/ Carl E. Edwards, Jr.    Director
----------------------------
    Carl E. Edwards, Jr.

    /s/ J. Marvin Quin II      Director
----------------------------
     J. Marvin Quin II

</TABLE>

<PAGE>



                          KENTUCKY ELECTRIC STEEL, INC.

                                  EXHIBIT INDEX

       Exhibit
       Number         Description
   --------------     ----------------------------------------------------------

          4.1         Certificate of Incorporation of the Company,  incorporated
                      by reference to Exhibit 3.1 to the Company's  Registration
                      Statement on Form S-1 (No.  33-67140)  (the  "Registration
                      Statement").

          4.2         Bylaws of   the  Company,  incorporated  by  reference  to
                      Exhibit 3.2 to the Registration Statement.

          4.3         Amended and Restated Rights Agreement,  dated September 1,
                      1999,  by and  between the  Company  and  EquiServe  Trust
                      Company, N.A., incorporated by reference to Exhibit 4.8 to
                      the Company's Form 8-K filed on September 14, 1999.

          5.1         Opinion of Counsel.

         23.1         Consent of Arthur Andersen LLP.

         24.1         Power of Attorney (included in Signature Page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: 1998 EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 21773}]
{"company-data": {"conformed-name": "KENTUCKY ELECTRIC STEEL INC /DE/", "cik": "0000910394", "assigned-sic": "3312", "irs-number": "611244541", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95999", "film-number": "520471"}, "business-address": {"street1": "P O BOX 3500", "city": "ASHLAND", "state": "KY", "zip": "41105-3500", "phone": "6069291222"}, "mail-address": {"street1": "P O BOX 3500", "city": "ASHLAND", "state": "KY", "zip": "41105-3500"}}
As Filed with the Securities and Exchange Commission on February 2, 2000
                                                     Registration No. 333-_____
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                          KENTUCKY ELECTRIC STEEL, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                        (State or other jurisdiction of
                         incorporation or organization)

                                   61-1244541
                      (I.R.S. Employer Identification No.)

                                  P.O. Box 3500
                          Ashland, Kentucky 41105-3500
                  (Address, including zip code, of registrant's
                          principal executive offices)

                1998 Employee Stock Option/Restricted Stock Plan
                            (Full Title of the Plan)

                                William J. Jessie
        Vice President, Secretary, Treasurer and Chief Financial Officer
                          Kentucky Electric Steel, Inc.
                                  P.O. Box 3500
                             Ashland, Kentucky 41105
                                 (606) 929-1222
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================================
Amount        Proposed Maximum    Proposed Maximum    Amount of
Title of Securities         to be         Offering Price         Aggregate       Registration
to be Registered(1)       Registered       Per Share(2)       Offering Price(2)      Fee
=============================================================================================
   Common Stock and
   Preferred Stock      245,000 Shares(3)      $2.52              $617,400           $163
   Purchase Rights
=============================================================================================
(1)    Preferred Stock Purchase Rights are attached to and trade with the Common
       Stock,  par value $.01 per share, of the Registrant (the "Common Stock").
       Value  attributable to such Preferred Stock Purchase  Rights,  if any, is
       reflected in the market price of the Common Stock.
(2)    Computed  pursuant to Rules 457(h) and 457(c) under the Securities Act of
       1933 solely for the purpose of  determining  the  registration  fee.  The
       proposed maximum  aggregate  offering price is computed upon the basis of
       the average high and low price of the Registrant's  common stock reported
       in the consolidated reporting system as of January 26, 2000.
(3)    This Registration Statement also covers such additional shares of  Common
       Stock as may be issuable pursuant to antidilution provisions.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference.

                  The following documents filed by Kentucky Electric Steel, Inc.
("Kentucky  Electric Steel," the "Company" or the "Registrant")  pursuant to the
Securities   Exchange  Act  of  1934  ("1934  Act")  (File  No.  000-22416)  are
incorporated by reference into this Registration Statement:

                  (a)      Annual  Report on  Form 10-K  for  the  year    ended
September 25, 1999.

                  (b)      None.

                  (c)      (i)      The description of Kentucky Electric Steel's
                                    Common    Stock   as    contained   in   the
                                    Registrant's 1934 Act Registration Statement
                                    on Form 8-A dated and  filed  September  20,
                                    1993,  including  any  amendment  or  report
                                    filed  for  the  purpose  of  updating  such
                                    description.

                           (ii)     The description of Kentucky Electric Steel's
                                    Preferred  Stock  Purchase  Rights  which is
                                    contained  in  the  Registrants'   1934  Act
                                    Registration  Statement  on Form 8-A/A dated
                                    February  27,  1996 and filed March 1, 1996,
                                    including  any amendment or report filed for
                                    the purpose of updating such description.

                  All documents  subsequently  filed by Kentucky  Electric Steel
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein modifies or supersedes such statement.

Item 4.               Description of Securities.

                  The  securities  to be offered are  registered  under  Section
12(g) of the 1934 Act.

                                      II-1
Item 5.               Interest of Named Experts and Counsel.

                  Not Applicable.

Item 6.               Indemnification of Directors and Officers.

                  (a) Section 145 of the Delaware  General  Corporation Law (the
"DGCL") permits  indemnification  against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by officers or directors of a corporation in connection  with actions,  suits or
proceedings  in which such  officers  or  directors  are or were  parties or are
threatened to be made parties to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such persons are or were directors or officers of the corporation,  or
are or were serving at the request of the  corporation  as directors or officers
of another corporation,  partnership,  joint venture, trust or other enterprise,
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful.  However, in connection with actions by or in
the right of the  corporation,  indemnification  is not permitted if such person
has been adjudged liable to the corporation  unless the court  determines  that,
under all of the circumstances, such person is nonetheless fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

                  Section  145  also  permits  a  corporation  to  purchase  and
maintain  insurance on behalf of its directors against any liability that may be
asserted against,  or incurred by, such persons in their capacities as directors
or officers of the corporation  whether or not that  corporation  would have the
power to indemnify  such person  against  liabilities  under the  provisions  of
Section 145. The directors and officers of the Company are covered under such an
insurance policy.  Section 145 further provides that the statutory  provision is
not  exclusive  of any other right to which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders  or independent  directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
office.

                  (b) Pursuant to Section  102(b)(7) of the DGCL,  the Company's
Certificate  of  Incorporation  limits  the  personal  liability  of each of the
Company's  directors  for monetary  damages for breaches of fiduciary  duty as a
director  except  (i) for any  breach of the  director's  duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions)  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.

                  (c) Article VII of the  Company's  By-Laws  provides  that the
Company will indemnify any persons,  including officers and directors,  who are,
or are threatened to be made,  parties to any  threatened,  pending or completed

                                      II-2
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other  than an  action by or in the  right of the  Company),  by
reason of the fact that such  person is or was an  officer  or  director  of the
Company,  or is or was serving at the request of such corporation as a director,
officer,  employee or agent of another corporation or enterprise.  The indemnity
includes expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer or director acted in good
faith and in a manner  such  reasonably  believed to be in or not opposed to the
Company's best interests and, for criminal proceedings,  had no reasonably cause
to believe  that such  conduct was  unlawful.  The  Company  also is required to
indemnify  officers  and  directors  against  expenses   (including   reasonably
attorneys'  fees)  actually  and  reasonably  incurred in an action by or in the
right of the Company under the same conditions,  except that no  indemnification
is permitted without judicial approval if the officer or director is adjudged to
be liable to the  Company.  Where an officer or  director is  successful  on the
merits or otherwise in the defense of any action referred to above,  the Company
must  indemnify  such person against the expenses which such officer or director
actually reasonably incurred.

                  (c) The Company has entered  into a contract  with each of its
officers and directors  requiring  the Company to indemnify  such persons and to
advance  litigation  expenses to such persons to the fullest extent permitted by
applicable  law (which is discussed  above in the first  subsection of this Item
6). The contract also  requires the Company to (i)  indemnify  such officers and
directors  upon  receipt of an opinion  of  counsel in certain  cases,  (ii) pay
indemnity  demands pending and determination of entitlement  thereto,  and (iii)
demonstrate,  in any action brought hereunder, that such officer or director was
not entitled to indemnification under applicable law.

Item 7.               Exemption from Registration Claimed.

                  Not applicable.

Item 8.               Exhibits.

                  Reference is made to the Exhibit Index.

Item 9.               Undertakings.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                    (i)  To include  any  prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the  prospectus any facts
                  or events arising after the effective date of the registration
                  statement  (or  the  most  recent   post-effective   amendment

                                      II-3
thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration  statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no more  than a 20%  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;

                                    (iii) To include  any  material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability  under the Securities Act of 1933,  each such  post-effective
         amendment shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

                           (3)  To  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may be  permitted  to  directors,  officers,  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or

                                      II-4
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Ashland,  Commonwealth  of Kentucky,  on February 1,
2000.

                                     KENTUCKY ELECTRIC STEEL, INC.

                                     By:  /s/ Charles C. Hanebuth
                                         ---------------------------------------
                                           Charles C. Hanebuth
                                           President-and Chief Executive Officer
POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Charles  C.  Hanebuth,  and  William  J.  Jessie,  and  each of  them,
severally,  the undersigned's true and lawful  attorney-in-fact  and agent, with
full power of substitution and  resubstitution,  to execute in the undersigned's
name,  place  and  stead,  any  and  all  amendments  (including  post-effective
amendments)  and  supplements to this  Registration  Statement,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission.  Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform, in the name of and
on  behalf of the  undersigned,  each and  every  act and  thing  requisite  and
necessary to be done,  as fully to all intents and purposes as he might or could
do in person.  The undersigned  hereby ratifies,  confirms and approves all that
said attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by or on behalf of the  following
persons in the capacities indicated on February 1, 2000.
Signature                              Title
/s/ Charles C. Hanebuth     President and Chief Executive Officer and Director
----------------------------   (principal executive officer)
     Charles C. Hanebuth

    /s/ William J. Jessie     Vice President-Finance and Chief Financial Officer
----------------------------   (Chief Accounting Officer)
       William J. Jessie

   /s/ Clifford R. Borland     Director
----------------------------
    Clifford R. Borland

    /s/ David C. Struve        Director
----------------------------
      David C. Struve

   /s/ Carl E. Edwards, Jr.    Director
----------------------------
    Carl E. Edwards, Jr.

    /s/ J. Marvin Quin II      Director
----------------------------
     J. Marvin Quin II
KENTUCKY ELECTRIC STEEL, INC.

                                  EXHIBIT INDEX

       Exhibit
       Number         Description
   --------------     ----------------------------------------------------------

          4.1         Certificate of Incorporation of the Company,  incorporated
                      by reference to Exhibit 3.1 to the Company's  Registration
                      Statement on Form S-1 (No.  33-67140)  (the  "Registration
                      Statement").

          4.2         Bylaws of   the  Company,  incorporated  by  reference  to
                      Exhibit 3.2 to the Registration Statement.

          4.3         Amended and Restated Rights Agreement,  dated September 1,
                      1999,  by and  between the  Company  and  EquiServe  Trust
                      Company, N.A., incorporated by reference to Exhibit 4.8 to
                      the Company's Form 8-K filed on September 14, 1999.

          5.1         Opinion of Counsel.

         23.1         Consent of Arthur Andersen LLP.

         24.1         Power of Attorney (included in Signature Page).