<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       NORTHWESTERN STEEL AND WIRE COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             ILLINOIS 36-1562920
   (STATE OR OTHER JURISDICTION                            (IRS EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)

                  121 WALLACE STREET, STERLING, ILLINOIS 61081
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

  NORTHWESTERN STEEL AND WIRE COMPANY 1998 EMPLOYEE INCENTIVE COMPENSATION PLAN
             NORTHWESTERN STEEL AND WIRE COMPANY 1998 NON-EMPLOYEE
                          DIRECTORS' STOCK OPTION PLAN
                              (FULL TITLE OF PLANS)

                               THOMAS M. VERCILLO
                CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                       NORTHWESTERN STEEL AND WIRE COMPANY
                               121 WALLACE STREET
                            STERLING, ILLINOIS 60181
                                 (815) 625-2500
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                                HERBERT S. WANDER
                              KATTEN MUCHIN & ZAVIS
                       525 WEST MONROE STREET, SUITE 1600
                             CHICAGO, ILLINOIS 60661
                                 (312) 902-5200


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                       Proposed maximum        Proposed maximum
 TITLE OF SECURITIES TO BE        Amount to be         offering price per      aggregate offering         Amount of
       REGISTERED                 registered(1)             share(2)                price(2)          registration fee
-----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                         <C>                     <C>                    <C>
Common Stock                    2,100,000 shares            $1.11                   $2,329,635             $647.64
($.01 par value)
=======================================================================================================================
</TABLE>

(1)  Includes an indeterminate number of shares of Northwestern Steel and Wire
     Company Common Stock that may be issuable by reason of stock splits, stock
     dividends or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to rule 457(h) of the Securities Act of 1933, as amended, based on
     the high and low price of a share of Common Stock, par value $0.01 per
     share, of the Registrant on the NASDAQ National Market System on May 19,
     1999.

IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PLAN INTERESTS TO
BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED HEREIN.
================================================================================


<PAGE>   2



                                     PART I
                     INFORMATION REQUIRED IN THE PROSPECTUS

         The information called for in Part I of Form S-8 is currently included
in the prospectuses for the Northwestern Steel and Wire Company 1998 Employee
Incentive Compensation Plan and Northwestern Steel and Wire Company 1998
Non-Employee Directors' Stock Option Plan (collectively, the "Plans") and is not
being filed with or included in this Form S-8 in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act and will be provided to plan participants, without charge, upon
request.





                                      II-1

<PAGE>   3



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Northwestern Steel and Wire
Company (the "Company") with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and are incorporated in this Registration
Statement by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             July 31, 1998;

         2.  The Company's Quarterly Report on Form 10-Q for the quarter ended
             October 31, 1998;

         3.  The Company's Quarterly Report on Form 10-Q for the quarter ended
             January 31, 1999; and

         4.  The Company's Current Report on Form 8-K filed on March 23, 1999;
             and

         5.  The description of the Company's common stock, par value $0.01 per
             share, contained in the Company's Registration Statement on Form
             8-A filed with the Commission pursuant to Section 12 of the
             Exchange Act (File No. 0-21556) and all amendments thereto and
             reports filed for the purpose of updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and
prior to the filing of a post-effective amendment indicating that all securities
offered pursuant to this Registration Statement have been sold or deregistering
all such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 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.

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Amended and Restated By-Laws of the Company and certain
Indemnification Agreements between the Company and certain of its officers and
directors provide for indemnification of directors and officers to the full
extent provided by Illinois law, and state that the indemnification provided
therein shall not be deemed exclusive. The Company has in the past, and may in
the future, purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Company, or who is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of is or her status as such, whether or not
the Company would have the power to indemnify that person against such liability
under the provisions of the Amended and Restated Bylaws of the Company.


                                      II-2

<PAGE>   4



         Section 8.75 of the Illinois Business Corporation Act of 1983, as
amended, provides as follows:

         "(a) A corporation may indemnify any person who was or is a party, or
is threatened to be made a party to any threatened, pending or compleeted
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 he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against 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, if such person acted in good faith and in a manner he or she
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 his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he or she reasonably believed to be in or not opposed to the best interests of
the corporation or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.

         (b) A corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement or such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to the
best interests of the corporation, provided that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless, and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expression as this court shall deem proper.

         (c) To the extent that a director, officer, employee or agent of a
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsection (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case, upon a determination that indemnification of the director; officer,
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in subsection (a) or (b). Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the shareholders.

         (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by
                                      II-3


<PAGE>   5

the board of directors in the specific case, upon receipt of any undertaking by
or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this Section.

         (f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

         (g) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this Section.

         (h) If a corporation has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before this
notice of the next shareholders meeting.

         (i) For purposes of this Section, references to "the Corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.

         (j) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan, and
references to "serving at the request of the corporation": shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Section.

         (k) The indemnification and advancement of expenses provided by or
granted under this Section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors,
administrators of that person. Amended by P.A. 83-1025; Amended by P.A. 88-43,
effective January 1, 1994."


                                      II-4

<PAGE>   6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable


ITEM 8.  EXHIBITS.

         4.1    Second Amended and Restated Articles of Incorporation of the
                Company dated as of August 12, 1992. (Exhibit 3.1 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                July 31, 1992, File No. 1-4288, incorporated herein by
                reference).

         4.2    First Amendment to the Second Amended and Restated Articles of
                Incorporation. (Exhibit 3.2 to the Company's Form S-1
                Registration Statement filed with the Commission on April 18,
                1993, File No. 33-60764, incorporated herein by reference).

         4.3    Amended and Restated By-Laws of the Company. (Exhibit 4.3 to the
                Company's Form S-8 Registration Statement and filed with the
                Commission on May 24, 1999, File No. 333-79143, incorporated
                herein by reference.)

         4.4    The Northwestern Steel and Wire Company 1998 Employee Incentive
                Compensation Plan.*

         4.5    The Northwestern Steel and Wire Company 1998 Non-Employee
                Directors' Stock Option Plan.*

         5      Opinion of Katten Muchin & Zavis as to the legality of the
                shares of Common Stock being offered under the Northwestern
                Steel and Wire Company 1998 Employee Incentive Compensation Plan
                and the Northwestern Steel and Wire Company 1998 Non-Employee
                Directors' Stock Option Plan.

         23.1   Consent of PricewaterhouseCoopers.

         23.2   Consent of Katten Muchin & Zavis (included in opinion filed as
                Exhibit 5).

         24     Power of Attorney (included on the signature page of this
                registration statement)

ITEM 9.  UNDERTAKINGS.

         1.       The Company hereby undertakes:

                  (a) 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 3Act;

                      (ii) To reflect is the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually, or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;


                                      II-5

<PAGE>   7



                      (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)(i) and (a)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in a periodic report filed by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

                  (b) That, for the purpose of determining any liability under
         the Securities Act, 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.

                  (c) 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.

         2. The Company hereby undertakes that, for the purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 the Company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.



                                      II-6

<PAGE>   8


                                   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 Sterling, State of Illinois, on this 11 day of May,
1999.

                                   NORTHWESTERN STEEL AND WIRE COMPANY



                                   By: /s/ FREDERICK J. ROCCHIO, JR.
                                      ------------------------------------------
                                      Frederick J. Rocchio, Jr.
                                      Chief Executive Officer and President



                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Frederick J. Rocchio, Jr., Thomas M. Vercillo and Herbert S. Wander,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution, to sign on his behalf, individually and in each capacity
stated below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 11 day of May, 1999.


      SIGNATURE                                            TITLE
      ---------                                            -----

/s/ FREDERICK J. ROCCHIO, JR.          Chief Executive Officer (Principal
-----------------------------------    Executive Officer) and President
      Frederick J. Rocchio, Jr.
                                       Chief Financial Officer, Secretary and
/s/ THOMAS M. VERCILLO                 Treasurer (Principal Financial and
-----------------------------------    Accounting Officer)
          Thomas M. Vercillo

/s/ WILLIAM F. ANDREWS                 Director
-----------------------------------
         William F. Andrews

/s/ JAMES A. KOHLBERG                  Director
-----------------------------------
         James A. Kohlberg

/s/ CHRISTOPHER LACOVARA               Director
-----------------------------------
       Christopher Lacovara
                                       Director
/s/ DARIUS W. GASKINS, JR.
-----------------------------------
      Darius W. Gaskins, Jr.

/s/ THOMAS A. GILDEHAUS                Director
-----------------------------------
      Thomas A. Gildehaus

/s/   DAVID L. GORE                    Director
-----------------------------------
         David L. Gore



                                      II-7

<PAGE>   9

                              Index to Exhibits

<TABLE>
<CAPTION>
                                                                                     SEQUENTIAL
EXHIBIT                                                                                 PAGE
NUMBER                                  DESCRIPTION                                    NUMBER
-------                                 -----------                                 -----------
<S>           <C>
   4.4        The Northwestern Steel and Wire Company 1998 Employee Incentive
              Compensation Plan.*

   4.5        The Northwestern Steel and Wire Company 1998 Non-Employee
              Directors' Stock Option Plan.*

   5.1        Opinion of Katten Muchin & Zavis as to the legality of the shares
              of Common Stock being offered under the Plans.*

   23.1       Consent of PricewaterhouseCoopers.*

   23.2       Consent of Katten Muchin & Zavis (included in its opinion filed as
              Exhibit 5 herein).

   24.1       Power of Attorney (included on the signature page of this
              Registration Statement).
</TABLE>

------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26858}]
{"company-data": {"conformed-name": "NORTHWESTERN STEEL & WIRE CO", "cik": "0000073093", "assigned-sic": "3312", "irs-number": "361562920", "state-of-incorporation": "IL", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79179", "film-number": "99633325"}, "business-address": {"street1": "121 WALLACE ST", "city": "STERLING", "state": "IL", "zip": "61081", "phone": "8156252500"}, "mail-address": {"street1": "121 WALLACE STREET", "city": "STERLING", "state": "IL", "zip": "61081"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       NORTHWESTERN STEEL AND WIRE COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             ILLINOIS 36-1562920
   (STATE OR OTHER JURISDICTION                            (IRS EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)

                  121 WALLACE STREET, STERLING, ILLINOIS 61081
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

  NORTHWESTERN STEEL AND WIRE COMPANY 1998 EMPLOYEE INCENTIVE COMPENSATION PLAN
             NORTHWESTERN STEEL AND WIRE COMPANY 1998 NON-EMPLOYEE
                          DIRECTORS' STOCK OPTION PLAN
                              (FULL TITLE OF PLANS)

                               THOMAS M. VERCILLO
                CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                       NORTHWESTERN STEEL AND WIRE COMPANY
                               121 WALLACE STREET
                            STERLING, ILLINOIS 60181
                                 (815) 625-2500
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                                HERBERT S. WANDER
                              KATTEN MUCHIN & ZAVIS
                       525 WEST MONROE STREET, SUITE 1600
                             CHICAGO, ILLINOIS 60661
                                 (312) 902-5200

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                       Proposed maximum        Proposed maximum
 TITLE OF SECURITIES TO BE        Amount to be         offering price per      aggregate offering         Amount of
       REGISTERED                 registered(1)             share(2)                price(2)          registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock                    2,100,000 shares            $1.11                   $2,329,635             $647.64
($.01 par value)
=======================================================================================================================
(1)  Includes an indeterminate number of shares of Northwestern Steel and Wire
     Company Common Stock that may be issuable by reason of stock splits, stock
     dividends or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to rule 457(h) of the Securities Act of 1933, as amended, based on
     the high and low price of a share of Common Stock, par value $0.01 per
     share, of the Registrant on the NASDAQ National Market System on May 19,
     1999.

IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PLAN INTERESTS TO
BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED HEREIN.
================================================================================
2

                                     PART I
                     INFORMATION REQUIRED IN THE PROSPECTUS

         The information called for in Part I of Form S-8 is currently included
in the prospectuses for the Northwestern Steel and Wire Company 1998 Employee
Incentive Compensation Plan and Northwestern Steel and Wire Company 1998
Non-Employee Directors' Stock Option Plan (collectively, the "Plans") and is not
being filed with or included in this Form S-8 in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act and will be provided to plan participants, without charge, upon
request.

                                      II-1
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Northwestern Steel and Wire
Company (the "Company") with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and are incorporated in this Registration
Statement by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             July 31, 1998;

         2.  The Company's Quarterly Report on Form 10-Q for the quarter ended
             October 31, 1998;

         3.  The Company's Quarterly Report on Form 10-Q for the quarter ended
             January 31, 1999; and

         4.  The Company's Current Report on Form 8-K filed on March 23, 1999;
             and

         5.  The description of the Company's common stock, par value $0.01 per
             share, contained in the Company's Registration Statement on Form
             8-A filed with the Commission pursuant to Section 12 of the
             Exchange Act (File No. 0-21556) and all amendments thereto and
             reports filed for the purpose of updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and
prior to the filing of a post-effective amendment indicating that all securities
offered pursuant to this Registration Statement have been sold or deregistering
all such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 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.

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Amended and Restated By-Laws of the Company and certain
Indemnification Agreements between the Company and certain of its officers and
directors provide for indemnification of directors and officers to the full
extent provided by Illinois law, and state that the indemnification provided
therein shall not be deemed exclusive. The Company has in the past, and may in
the future, purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Company, or who is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of is or her status as such, whether or not
the Company would have the power to indemnify that person against such liability
under the provisions of the Amended and Restated Bylaws of the Company.

                                      II-2
4

         Section 8.75 of the Illinois Business Corporation Act of 1983, as
amended, provides as follows:

         "(a) A corporation may indemnify any person who was or is a party, or
is threatened to be made a party to any threatened, pending or compleeted
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 he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against 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, if such person acted in good faith and in a manner he or she
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 his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he or she reasonably believed to be in or not opposed to the best interests of
the corporation or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.

         (b) A corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement or such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to the
best interests of the corporation, provided that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless, and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expression as this court shall deem proper.

         (c) To the extent that a director, officer, employee or agent of a
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsection (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case, upon a determination that indemnification of the director; officer,
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in subsection (a) or (b). Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the shareholders.

         (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by
                                      II-3
5

the board of directors in the specific case, upon receipt of any undertaking by
or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this Section.

         (f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

         (g) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this Section.

         (h) If a corporation has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before this
notice of the next shareholders meeting.

         (i) For purposes of this Section, references to "the Corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.

         (j) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan, and
references to "serving at the request of the corporation": shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Section.

         (k) The indemnification and advancement of expenses provided by or
granted under this Section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors,
administrators of that person. Amended by P.A. 83-1025; Amended by P.A. 88-43,
effective January 1, 1994."

                                      II-4
6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.  EXHIBITS.

         4.1    Second Amended and Restated Articles of Incorporation of the
                Company dated as of August 12, 1992. (Exhibit 3.1 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                July 31, 1992, File No. 1-4288, incorporated herein by
                reference).

         4.2    First Amendment to the Second Amended and Restated Articles of
                Incorporation. (Exhibit 3.2 to the Company's Form S-1
                Registration Statement filed with the Commission on April 18,
                1993, File No. 33-60764, incorporated herein by reference).

         4.3    Amended and Restated By-Laws of the Company. (Exhibit 4.3 to the
                Company's Form S-8 Registration Statement and filed with the
                Commission on May 24, 1999, File No. 333-79143, incorporated
                herein by reference.)

         4.4    The Northwestern Steel and Wire Company 1998 Employee Incentive
                Compensation Plan.*

         4.5    The Northwestern Steel and Wire Company 1998 Non-Employee
                Directors' Stock Option Plan.*

         5      Opinion of Katten Muchin & Zavis as to the legality of the
                shares of Common Stock being offered under the Northwestern
                Steel and Wire Company 1998 Employee Incentive Compensation Plan
                and the Northwestern Steel and Wire Company 1998 Non-Employee
                Directors' Stock Option Plan.

         23.1   Consent of PricewaterhouseCoopers.

         23.2   Consent of Katten Muchin & Zavis (included in opinion filed as
                Exhibit 5).

         24     Power of Attorney (included on the signature page of this
                registration statement)

ITEM 9.  UNDERTAKINGS.

         1.       The Company hereby undertakes:

                  (a) 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 3Act;

                      (ii) To reflect is the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually, or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                                      II-5
7

                      (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)(i) and (a)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in a periodic report filed by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

                  (b) That, for the purpose of determining any liability under
         the Securities Act, 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.

                  (c) 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.

         2. The Company hereby undertakes that, for the purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 the Company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      II-6
8

                                   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 Sterling, State of Illinois, on this 11 day of May,
1999.

                                   NORTHWESTERN STEEL AND WIRE COMPANY

                                   By: /s/ FREDERICK J. ROCCHIO, JR.
                                      ------------------------------------------
                                      Frederick J. Rocchio, Jr.
                                      Chief Executive Officer and President

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Frederick J. Rocchio, Jr., Thomas M. Vercillo and Herbert S. Wander,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution, to sign on his behalf, individually and in each capacity
stated below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 11 day of May, 1999.

      SIGNATURE                                            TITLE
      ---------                                            -----

/s/ FREDERICK J. ROCCHIO, JR.          Chief Executive Officer (Principal
-----------------------------------    Executive Officer) and President
      Frederick J. Rocchio, Jr.
                                       Chief Financial Officer, Secretary and
/s/ THOMAS M. VERCILLO                 Treasurer (Principal Financial and
-----------------------------------    Accounting Officer)
          Thomas M. Vercillo

/s/ WILLIAM F. ANDREWS                 Director
-----------------------------------
         William F. Andrews

/s/ JAMES A. KOHLBERG                  Director
-----------------------------------
         James A. Kohlberg

/s/ CHRISTOPHER LACOVARA               Director
-----------------------------------
       Christopher Lacovara
                                       Director
/s/ DARIUS W. GASKINS, JR.
-----------------------------------
      Darius W. Gaskins, Jr.

/s/ THOMAS A. GILDEHAUS                Director
-----------------------------------
      Thomas A. Gildehaus

/s/   DAVID L. GORE                    Director
-----------------------------------
         David L. Gore

                                      II-7
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                              Index to Exhibits
SEQUENTIAL
EXHIBIT                                                                                 PAGE
NUMBER                                  DESCRIPTION                                    NUMBER
-------                                 -----------                                 -----------
4.4        The Northwestern Steel and Wire Company 1998 Employee Incentive
              Compensation Plan.*

   4.5        The Northwestern Steel and Wire Company 1998 Non-Employee
              Directors' Stock Option Plan.*

   5.1        Opinion of Katten Muchin & Zavis as to the legality of the shares
              of Common Stock being offered under the Plans.*

   23.1       Consent of PricewaterhouseCoopers.*

   23.2       Consent of Katten Muchin & Zavis (included in its opinion filed as
              Exhibit 5 herein).

   24.1       Power of Attorney (included on the signature page of this
              Registration Statement).
------------------
* Filed herewith.