<PAGE>
 
      As filed with the Securities and Exchange Commission on May 4, 1994

                                                       REGISTRATION NO. 33-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             --------------------

                            FORM S-8* AND FORM S-3
                             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 of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

                     121 Wallace Street, Sterling, Illinois
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's Principal Executive Offices)

                             --------------------

                      NORTHWESTERN STEEL AND WIRE COMPANY
                          MANAGEMENT STOCK OPTION PLAN

                      NORTHWESTERN STEEL AND WIRE COMPANY
                         1994 LONG-TERM INCENTIVE PLAN

                      NORTHWESTERN STEEL AND WIRE COMPANY
                        1994 DIRECTOR STOCK OPTION PLAN
                           (Full title of the plans)

                             --------------------

                                Edward G. Maris
                           Senior Vice President and
                            Chief Financial Officer
                               121 Wallace Street
                           Sterling, Illinois  61081
                                 (815) 625-2500
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                             --------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
          Title of Securities                Amount to be       Proposed Maximum     Proposed Maximum    Amount of
          to be Registered                   Registered(1)       Offering Price         Aggregate       Registration
                                                                  Per Share(2)           Offering           Fee
                                                                                         Price(2)
- --------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>                  <C>                 <C>
Common Stock, par value $.01 per share..       390,000                $4.00             $ 1,560,000        $  537.93
Common Stock, par value $.01 per share..  1,250,000 shares            $8.875            $11,093,750        $3,825.43
Common Stock, par value $.01 per share..   50,000 shares              $8.875            $   443,750        $  153.02
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
 (1) Indicates the aggregate number of shares of common stock, $.01 par value
     ("Common Stock") authorized and reserved for issuance and which may be sold
     upon the exercise of options which previously have been granted and/or may
     be granted to certain persons under the Northwestern Steel and Wire Company
     Management Stock Option Plan (390,000), Northwestern Steel and Wire Company
     1994 Long-Term Incentive Plan (1,250,000) and the Northwestern Steel and
     Wire Company 1994 Director Stock Option Plan (50,000).

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provision of Rule 457(h) under the
    Securities Act of 1933 (the "Act") as follows: (i) in the case of shares of
    Common Stock which may be purchased upon the exercise of outstanding
    options, the fee is calculated on the basis of the price at which the
    options may be exercised; and (ii) in the case of (a) shares of Common Stock
    for which options have not yet been granted and the option price of which is
    therefore unknown, and (b) shares of Common Stock which have previously been
    issued upon the exercise of options granted under the Plan and which may be
    resold ("Resale Shares"), the fee is calculated on the basis of the average
    of the high and low price per share of Common Stock on the National Market
    System of the National Association of Securities Dealers Automated Quotation
    System ("NASDAQ") as of April 29, 1994 (within 5 business days prior to
    filing this Registration Statement).

  Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:  As
  -----------------------------------------------------------------------     
soon as practicable after the effective date of this Registration Statement.

* This Registration Statement shall constitute Post-Effective Amendment No. 1 to
  Registration Statement No. 33-56412 on Form S-8.

  This Registration Statement shall be deemed to cover securities resulting from
  stock splits, stock dividends or similar transactions as provided by Rule 416
  of the Act.
<PAGE>
 
                                EXPLANATORY NOTE
                                ----------------

          In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock of Northwestern Steel and Wire Company (the
"Company") pursuant to the benefit plans referred to herein (the "Plans").  The
prospectus filed as part of this Registration Statement has been prepared in
accordance with the requirements of Form S-3 and may be used for reofferings and
resales of unregistered shares of Common Stock previously acquired pursuant to
the Plans and for the reofferings and resales of registered shares of Common
Stock which may be issued in the future upon the exercise of options granted
under the Plans (hereinafter such Prospectus will be referred to as the
"Prospectus").
<PAGE>
 
PROSPECTUS
- ----------
(FORM S-3)

                      NORTHWESTERN STEEL AND WIRE COMPANY

                         390,000 Shares of Common Stock

                Issuable upon exercise of options covered by the
                      Northwestern Steel and Wire Company
                          Management Stock Option Plan

                                  ----------

  This Prospectus is being used in connection with the offering from time to
time by certain stockholders who may be deemed to be affiliates ("Selling
Stockholders") of Northwestern Steel and Wire Company (the "Company"), of shares
of the Common Stock of the Company which may be acquired upon the exercise of
stock options pursuant to the Northwestern Steel and Wire Company Management
Stock Option Plan (the "Plan").  The Company will not receive any of the
proceeds from the sale of the shares, but will receive funds upon the exercise
of the options covered by the Plan.

  The Common Stock issuable upon exercise of the options covered by the Plan may
be sold from time to time by the Selling Stockholders or by pledgees, donees,
transferees or other successors in interest.  Such sales may be made on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.  The Common Stock may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers.  In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate.  Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales.  In addition, any securities covered by
this Prospectus which qualify for sale pursuant to this Prospectus.  All
discounts, commissions or fees incurred in connection with the sale of the
shares offered hereby will be paid by the Selling Stockholders or by the
purchasers of the shares, except that the expenses of preparing and filing this
Prospectus and the related Registration Statement with the Securities and
Exchange Commission, and of registering or qualifying the shares will be paid by
the Company.

  The Common Stock of the Company is listed on The Nasdaq National Market 
under the symbol NWSW.  The closing price of the Company's Common Stock
as reported on The Nasdaq National Market on May 3, 1994 was $9.00.

                             ----------          

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
             UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ----------          

  SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS IN THE COMMON STOCK OFFERED HEREBY.

                            ----------             

                        The date of this Prospectus is
                                  May 4, 1994
<PAGE>
 
  No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Company or the
Selling Shareholders.  This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock offered
by this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any shares of Common Stock offered hereby to any person in any
jurisdiction where it is unlawful to make such an offer or solicitation to such
person.  Neither the delivery of this Prospectus nor any sale hereunder shall
under any circumstances create any implication that information contained herein
is correct as of any time subsequent to the date hereof.

                             AVAILABLE INFORMATION

  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission").  Reports and other information filed by the Company with the
Commission may be inspected and copies at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: 75
Park Place, 14th Floor, New York, New York 10007 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies of such
material may be obtained upon written request addressed to the Commission at the
Public Reference Section, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  In addition, the Common Stock is listed on NASDAQ and reports
and other information concerning the Company may also be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.

  In addition, the Company will provide without charge to each person to whom
this Prospectus is delivered, upon either the written or oral request of such
person, the Annual Report to Stockholders for the Company's latest fiscal year
and a copy of any or all of the documents incorporated herein by reference other
than exhibits to such documents.  See "INCORPORATION OF DOCUMENTS BY REFERENCE".
Such requests should be directed to Northwestern Steel and Wire Company, 121
Wallace Street, Sterling, Illinois 61081, Attention: Secretary.

                                       2
<PAGE>
 
                               TABLE OF CONTENTS


THE COMPANY....................................................  4

RISK FACTORS...................................................  4

SELLING STOCKHOLDERS...........................................  6

PLAN OF DISTRIBUTION...........................................  6

LEGAL MATTERS..................................................  7
 
EXPERTS........................................................  7

                                       3
<PAGE>
 
                                  THE COMPANY

GENERAL

  The Company was founded in 1879. The Company is a major mini-mill producer of
structural steel products and rod and wire products.  In contrast to integrated
mills, which produce steel from coke and iron ore through the use of blast
furnaces and basic oxygen mini-mills use electric are furnaces to melt steel
scrap and cast the resulting molten steel into long strands of various shapes in
a continuous casting process. These shapes are then typically reheated, rolled
and shaped into various finished products.  The Company pioneered the use of
electric arc furnaces for steel making, installing its first electric arc
furnace in 1936. The Company's three 400-ton furnaces are among the world's
largest, with an annual melting capacity in excess of 2.4 million tons, and
provide the Company with considerable economies of scale in its steel scrap
melting operations. The Company's principal executive offices are located at 121
Wallace Street, Sterling, Illinois 61081, and its telephone number is (815) 625-
2500.

                                  RISK FACTORS

  In addition to the other information set forth in this Prospectus, investors
should consider carefully the information set forth below before making an
investment in the Common Stork offered hereby.

CYCLICAL INDUSTRY AND ECONOMIC CONDITIONS

  Demand for most of the Company's products is cyclical in nature and sensitive
to general economic conditions. The structural steel products business is driven
by trends in commercial and residential construction, industrial investment in
new plants and facilities, and government spending on infrastructure projects
and public sector buildings. The rod and wire products business is driven by
housing starts, residential repair and remodelings and agricultural and consumer
spending.  Future economic downturn may adversely affect the Company.

COMPETITION

  The domestic steel industry is highly competitive. Excess production capacity
in the domestic structural steel industry has resulted in competitive pricing
and reduced profit margin.  Steel prices can be highly volatile, and price is a
significant competitive factor.  The high fixed costs of operating a steel mill
encourage mill operators to maintain high levels of output, regardless of
demand, which exacerbates the pressures on profit margins. The Company's
principal competitors are Bethlehem Steel Corporation ("Bethlehem"), Chaparral
Steel Co. ("Chaparral") and Nucor Corporation ("Nucor"), of which Chaparral and
Nucor have non-unionized workforces.  Competitive pressures, particularly in the
market for wide flange beams, which are the principal product of the Houston
Facility, have been lessened by the recent exit of Inland Steel Industries, Inc.
and the U.S. Steel Southworks operation of USX Corporation from the structural
steel market.  In addition, in January 1994, Bethlehem announced plans to exit
the large-sized Structural Steel Products market, which should provide increased
opportunity for the Company to gain additional market share, particularly at the
Houston Facility.  However, there can be no assurance that remaining capacity
will not continue to exceed domestic demand.  In addition, U.S. producers of
structural steel and rod and wire products have historically faced competition
from foreign steel producers.  Although the Company has experienced little
foreign competition in recent years due to declines in domestic steel prices,
there can be no assurance that foreign competition will not increase in the
future, which could adversely affect the Company's operating results.

HIGH LEVERAGE, DEBT SERVICE OBLIGATIONS AND RESTRICTIVE COVENANTS

  The Company is substantially leveraged in relation to its stockholders'
equity.  The degree to which the Company is leveraged and the terms governing
the Company's indebtedness, including restrictive covenants and events of
default, could have important consequences to the Company's security holders,
including the following: (i) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, acquisitions,
general corporate purposes or other purposes may be impaired; (ii) a substantial
portion of the Company's cash flow from operations must be dedicated to service
its indebtedness; (iii) the Company's senior credit facility (the "Senior Credit
Facility") and the Company's outstanding 9.5% senior notes (the "Senior Notes")
contain restrictions on the Company's ability to pay dividends and will impose
other operating and financial restrictions; (iv) the Company may be more
leveraged than other providers of similar products and services, which

                                       4
<PAGE>
 
may place the Company at a competitive disadvantage, and (v) the Company's
significant degree of leverage could make it more vulnerable to changes in
general economic conditions.  The Company believes that it will be able to make
its principal and interest payments as and when required with funds derived from
its operations and available borrowings.  However, unexpected declines in the
Company's future business, increases in interest rates or the inability to
borrow additional funds for its operations if and when required could impair the
Company's ability to meet its debt service obligations and, therefore, have a
materially adverse effect on the Company's business and future profits.  No
assurance can be given that additional debt or equity funds will be available
when needed or, if available, on terms which are favorable to the Company.
Moreover, the Senior Notes and the Senior Credit Facility contain change in
control provisions which may have the effect of discouraging a potential
takeover of the Company.

FLUCTUATIONS IN RAW MATERIAL AND ENERGY COSTS

  The cost of steel scrap, the principal raw material used in the Company's
operations, is subject to market conditions largely beyond the Company's
control.  Generally, increases in steel prices lag behind increases in steel
scrap prices.  Recently, steel scrap prices have increased substantially.  The
Company also consumes large amounts of electricity.  Increases in the prices for
electricity could adversely affect the Company's operating results.

ENVIRONMENTAL COMPLIANCE AND ASSOCIATED COSTS

  The Company is subject to a broad range of federal, state and local
environmental requirements, including those governing discharges to the air and
water, the handling and disposal of solid and/or hazardous wastes and the
remediation of contamination associated with releases of hazardous substances.
The domestic steel industry, including the Company, has spent substantial
amounts to comply with these requirements, and the recently enacted amendments
to the Clean Air Act ("CAA") may require significant additional expenditures for
air pollution control or major changes in the steel making process, or both.
Although the Company believes that it is currently in substantial compliance
with the various environmental regulations applicable to its business, there can
be no assurance that environmental requirements win not change in the future or
that the Company will not incur significant costs in the future to comply with
such requirements.

UNIONIZED LABOR FORCE

  The United Steelworkers of America (the "USWA") represents approximately 84%
of the Company's employees.  In August 1992, the Company negotiated an extension
to its principal collective bargaining agreement at the Sterling Operations,
which provided for a 20% reduction in the hourly workforce at the Sterling
Operations through attrition over four years and the reduction in employee
health care costs through the implementation of "co-pay" arrangements and other
incentives to control spending.  This agreement expires in August 1996.  The
Company is also in the process of reducing its salaried workforce at the
Sterling Operations by 20% through attrition.  A new USWA contract which expires
in August 1996 was ratified by employees at the Houston Facility in June 1993.
In addition, the Company's collective bargaining agreements with one local union
represented by the United Plant Guard Workers of America and one local union
affiliated with the International Brotherhood of Teamsters have recently been
renegotiated to expire in August 1996 and March 1997, respectively.  There can
be no assurance as to the terms of future contracts.  The Company experienced a
protracted work stoppage in 1983.  There can be no assurance that work stoppages
will not occur in the future in connection with labor negotiations or otherwise.

                                       5
<PAGE>
 
                              SELLING STOCKHOLDERS

  The names of the Selling Stockholders who may be affiliates of the Company and
the positions, offices and other material relationships which he has had with
the Company since January 1, 1991 are as follows:

<TABLE>
<CAPTION>
 
                                       POSITION HELD WITH THE COMPANY
      SELLING STOCKHOLDER                  SINCE JANUARY 1, 1991
      -------------------              ------------------------------
      <S>                              <C> 
      Robert N. Gurnitz                Chairman of the Board,
                                       President
                                       and Chief Executive Officer
                                       (January 1991 - Present)

      Edward G. Maris                  Senior Vice President,
                                       Chief Financial Officer,
                                       Secretary and Treasurer
                                       (January 1991 - Present)
 
</TABLE>

  The following table sets forth the name of each Selling Stockholder listed
above the number of shares of Common Stock of each such Selling Stockholder (1)
owned of record as of May 1, 1994; (2) which are to be registered hereunder;
and (3) the amount of Common Stock to be owned by each such Selling Stockholder
assuming the exercise of all options granted under the Plan and the sale of all
shares acquired upon exercise of such options.  There can be no assurance that
any of the Selling Stockholders will offer for sale or sell any or all of the
Common Stock offered by them pursuant to this Prospectus.

<TABLE>
<CAPTION>
 
                          NUMBER OF SHARES OWNED     NUMBER OF SHARES TO       AMOUNT OF SHARES TO BE
                                    AS                        BE               OWNED AFTER SALES OF SHARES
NAME AND RELATIONSHIP         OF MAY 1, 1994              REGISTERED           REGISTERED HEREUNDER
- --------------------      ----------------------     -------------------       --------------------------- 
<S>                      <C>                        <C>                        <C>
Robert N. Gurnitz                109,091                   375,000                      109,091

Edward G. Maris                   78,505                    15,000                       78,505

</TABLE>

                              PLAN OF DISTRIBUTION

  The Common Stock may be sold from time to time by the Selling Stockholders or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), on the over-the-counter market or otherwise at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Common Stock may be sold by
one or more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. The Company will not receive
any of the proceeds from the sale of these shares, although it has paid the
expenses of preparing this Prospectus and the related Registration Statement.
The Selling Stockholders have been advised that they are subject to the
applicable provisions of the Securities Exchange Act of 1934, including without
limitation, Rules 10b-5, 10b-6 and 10b-7 thereunder.

                                       6
<PAGE>
 
                                 LEGAL MATTERS

  Legal matters with respect to Common Stock being offered hereby, have been
passed upon for the Company by Kirkland & Ellis, New York, New York.


                                    EXPERTS

  The consolidated financial statements of the Company as of July 31, 1993 and
1992 and for each of the three years in the period ended July 31, 1993
incorporated by reference in this Prospectus and the Registration Statement of
which it is a part have been so included in reliance on the report of Coopers &
Lybrand, independent accountants, given on the authority of said firm as experts
in auditing and accounting.

                                       7

<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3 (FORM S-8).  INCORPORATION OF DOCUMENTS BY REFERENCE
                    ---------------------------------------

     The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Northwestern Steel and Wire Company (the
"Company") are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1993, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 1993, filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.

     (c)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 1994, filed pursuant to Sections 13(a) and 15(d) of the
Exchange Act.

     (d)  All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since July 31, 1993.

     (e)  The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's registration statement on
Form 8-A filed under the Exchange Act (File No. 1-4288), including any
subsequent amendment or any report filed for the purpose of updating such
description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 the Registration Statement and to be part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

     Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4 (FORM S-8).  DESCRIPTION OF SECURITIES
                    -------------------------

     Not applicable.

ITEM 5 (FORM S-8).  INTERESTS OF NAMED EXPERTS AND COUNSEL
                    --------------------------------------

     Not applicable.

ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3).  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 his 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-1
<PAGE>
 
     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 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 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 expenses as the 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 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.

                                      II-2
<PAGE>
 
     (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 the
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."

ITEM 7 (FORM S-8).  EXEMPTION FROM REGISTRATION CLAIMED
                    -----------------------------------
     Not applicable

 ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3). EXHIBITS
                                           --------
<TABLE>
<CAPTION>

Exhibit
Number        Description of Exhibits
- ------        -----------------------
<S>           <C>
4(a)          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(b)          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 8, 1993, File No. 33-60764, incorporated herein by 
              reference).

4(c)          Amended and Restated By-Laws of the Company, (Exhibit 3.2 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(d)          Northwestern Steel and Wire Company 1994
              Long-Term Incentive Plan.*

4(e)          Northwestern Steel and Wire Company 1994 Director
              Stock Option Plan.*

5             Opinion of Kirkland & Ellis.*

23(a)         Consent of Kirkland & Ellis (included in its
              opinion filed as Exhibit 5).

23(b)         Consent of Coopers & Lybrand.*
</TABLE> 
- -----------------
* Filed herewith.

                                      II-3
<PAGE>
 
ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3). UNDERTAKINGS
                                          ------------
 
        The 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 (the "Act");

            (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 thereof) which, individually or in 
     the aggregate, represent a fundamental change in the information set 
     forth in the 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 (i) and (ii) shall not apply if 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 (the
"Exchange Act") that are incorporated by reference in the registration
statement.

     (2)  That, for the purpose of determining any liability under the 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.

     (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.

     (4)  That, for the purposes of determining any liability under the Act,
each filing of the registrant'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.

     (5)  Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 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 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-4
<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 Form S-3 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 May 4, 1994.

                              NORTHWESTERN STEEL AND WIRE COMPANY


                              By:   /s/ Robert N. Gurnitz
                                    ---------------------------------------
                                    Robert N. Gurnitz
                                    Chairman, President and Chief Executive
                                    Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Robert N. Gurnitz and Edward G.
Maris his true and lawful attorney-in-fact and agent, each with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, the Securities
and Exchange Commission, granting unto each such attorney-in-fact and agent,
full power and authority to do and perform each such and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent 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 and the foregoing Powers of Attorney have been signed on
May 4, 1994, by the following persons in the capacities indicated.

<TABLE>
<CAPTION>
 
        SIGNATURES                       TITLE

<S>                          <C>

/s/ Robert N. Gurnitz          Chairman, President, Chief
- --------------------------   Executive Officer and Director
   Robert N. Gurnitz         (Principal Executive Officer)
                            
                                Senior Vice President,
                                Chief Financial Officer,
/s/ Edward G. Maris             Secretary and Treasurer
- --------------------------      (Principal Financial and
   Edward G. Maris              and Accounting Officer)
                                
/s/ William F. Andrews      
- --------------------------   
  William F. Andrews                    Director 

/s/ Kim G. Davis                        
- --------------------------              
     Kim G. Davis                       Director

/s/ Darius W. Gaskins, Jr.                      
- --------------------------                      
 Darius W. Gaskins, Jr.                 Director

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

/s/ Jerome Kohlberg Jr.                         
- --------------------------                      
  Jerome Kohlberg Jr.                   Director

</TABLE> 

                                      II-5
<PAGE>
 
<TABLE> 
                                                
<S>                                     <C> 

/s/ Christopher Lacovara
- ------------------------                         
 Christopher Lacovara                   Director

/s/ George W. Peck IV                                                
- ------------------------                         
   George W. Peck IV                    Director

/s/ Richard F. Williams                                                
- ------------------------                         
  Richard F. Williams                   Director 

</TABLE>

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 48333}]
{"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": "033-53471", "film-number": "94526014"}, "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"}}
As filed with the Securities and Exchange Commission on May 4, 1994

                                                       REGISTRATION NO. 33-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             --------------------

                            FORM S-8* AND FORM S-3
                             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 of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

                     121 Wallace Street, Sterling, Illinois
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's Principal Executive Offices)

                             --------------------

                      NORTHWESTERN STEEL AND WIRE COMPANY
                          MANAGEMENT STOCK OPTION PLAN

                      NORTHWESTERN STEEL AND WIRE COMPANY
                         1994 LONG-TERM INCENTIVE PLAN

                      NORTHWESTERN STEEL AND WIRE COMPANY
                        1994 DIRECTOR STOCK OPTION PLAN
                           (Full title of the plans)

                             --------------------

                                Edward G. Maris
                           Senior Vice President and
                            Chief Financial Officer
                               121 Wallace Street
                           Sterling, Illinois  61081
                                 (815) 625-2500
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                             --------------------

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
          Title of Securities                Amount to be       Proposed Maximum     Proposed Maximum    Amount of
          to be Registered                   Registered(1)       Offering Price         Aggregate       Registration
                                                                  Per Share(2)           Offering           Fee
                                                                                         Price(2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share..       390,000                $4.00             $ 1,560,000        $  537.93
Common Stock, par value $.01 per share..  1,250,000 shares            $8.875            $11,093,750        $3,825.43
Common Stock, par value $.01 per share..   50,000 shares              $8.875            $   443,750        $  153.02
- --------------------------------------------------------------------------------------------------------------------
(1) Indicates the aggregate number of shares of common stock, $.01 par value
     ("Common Stock") authorized and reserved for issuance and which may be sold
     upon the exercise of options which previously have been granted and/or may
     be granted to certain persons under the Northwestern Steel and Wire Company
     Management Stock Option Plan (390,000), Northwestern Steel and Wire Company
     1994 Long-Term Incentive Plan (1,250,000) and the Northwestern Steel and
     Wire Company 1994 Director Stock Option Plan (50,000).

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provision of Rule 457(h) under the
    Securities Act of 1933 (the "Act") as follows: (i) in the case of shares of
    Common Stock which may be purchased upon the exercise of outstanding
    options, the fee is calculated on the basis of the price at which the
    options may be exercised; and (ii) in the case of (a) shares of Common Stock
    for which options have not yet been granted and the option price of which is
    therefore unknown, and (b) shares of Common Stock which have previously been
    issued upon the exercise of options granted under the Plan and which may be
    resold ("Resale Shares"), the fee is calculated on the basis of the average
    of the high and low price per share of Common Stock on the National Market
    System of the National Association of Securities Dealers Automated Quotation
    System ("NASDAQ") as of April 29, 1994 (within 5 business days prior to
    filing this Registration Statement).

  Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:  As
  -----------------------------------------------------------------------     
soon as practicable after the effective date of this Registration Statement.

* This Registration Statement shall constitute Post-Effective Amendment No. 1 to
  Registration Statement No. 33-56412 on Form S-8.

  This Registration Statement shall be deemed to cover securities resulting from
  stock splits, stock dividends or similar transactions as provided by Rule 416
  of the Act.
EXPLANATORY NOTE
                                ----------------

          In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock of Northwestern Steel and Wire Company (the
"Company") pursuant to the benefit plans referred to herein (the "Plans").  The
prospectus filed as part of this Registration Statement has been prepared in
accordance with the requirements of Form S-3 and may be used for reofferings and
resales of unregistered shares of Common Stock previously acquired pursuant to
the Plans and for the reofferings and resales of registered shares of Common
Stock which may be issued in the future upon the exercise of options granted
under the Plans (hereinafter such Prospectus will be referred to as the
"Prospectus").
PROSPECTUS
- ----------
(FORM S-3)

                      NORTHWESTERN STEEL AND WIRE COMPANY

                         390,000 Shares of Common Stock

                Issuable upon exercise of options covered by the
                      Northwestern Steel and Wire Company
                          Management Stock Option Plan

                                  ----------

  This Prospectus is being used in connection with the offering from time to
time by certain stockholders who may be deemed to be affiliates ("Selling
Stockholders") of Northwestern Steel and Wire Company (the "Company"), of shares
of the Common Stock of the Company which may be acquired upon the exercise of
stock options pursuant to the Northwestern Steel and Wire Company Management
Stock Option Plan (the "Plan").  The Company will not receive any of the
proceeds from the sale of the shares, but will receive funds upon the exercise
of the options covered by the Plan.

  The Common Stock issuable upon exercise of the options covered by the Plan may
be sold from time to time by the Selling Stockholders or by pledgees, donees,
transferees or other successors in interest.  Such sales may be made on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.  The Common Stock may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers.  In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate.  Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales.  In addition, any securities covered by
this Prospectus which qualify for sale pursuant to this Prospectus.  All
discounts, commissions or fees incurred in connection with the sale of the
shares offered hereby will be paid by the Selling Stockholders or by the
purchasers of the shares, except that the expenses of preparing and filing this
Prospectus and the related Registration Statement with the Securities and
Exchange Commission, and of registering or qualifying the shares will be paid by
the Company.

  The Common Stock of the Company is listed on The Nasdaq National Market 
under the symbol NWSW.  The closing price of the Company's Common Stock
as reported on The Nasdaq National Market on May 3, 1994 was $9.00.

                             ----------          

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
             UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ----------          

  SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS IN THE COMMON STOCK OFFERED HEREBY.

                            ----------             

                        The date of this Prospectus is
                                  May 4, 1994
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Company or the
Selling Shareholders.  This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock offered
by this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any shares of Common Stock offered hereby to any person in any
jurisdiction where it is unlawful to make such an offer or solicitation to such
person.  Neither the delivery of this Prospectus nor any sale hereunder shall
under any circumstances create any implication that information contained herein
is correct as of any time subsequent to the date hereof.

                             AVAILABLE INFORMATION

  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission").  Reports and other information filed by the Company with the
Commission may be inspected and copies at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: 75
Park Place, 14th Floor, New York, New York 10007 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies of such
material may be obtained upon written request addressed to the Commission at the
Public Reference Section, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  In addition, the Common Stock is listed on NASDAQ and reports
and other information concerning the Company may also be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.

  In addition, the Company will provide without charge to each person to whom
this Prospectus is delivered, upon either the written or oral request of such
person, the Annual Report to Stockholders for the Company's latest fiscal year
and a copy of any or all of the documents incorporated herein by reference other
than exhibits to such documents.  See "INCORPORATION OF DOCUMENTS BY REFERENCE".
Such requests should be directed to Northwestern Steel and Wire Company, 121
Wallace Street, Sterling, Illinois 61081, Attention: Secretary.

                                       2
TABLE OF CONTENTS

THE COMPANY....................................................  4

RISK FACTORS...................................................  4

SELLING STOCKHOLDERS...........................................  6

PLAN OF DISTRIBUTION...........................................  6

LEGAL MATTERS..................................................  7
 
EXPERTS........................................................  7

                                       3
THE COMPANY

GENERAL

  The Company was founded in 1879. The Company is a major mini-mill producer of
structural steel products and rod and wire products.  In contrast to integrated
mills, which produce steel from coke and iron ore through the use of blast
furnaces and basic oxygen mini-mills use electric are furnaces to melt steel
scrap and cast the resulting molten steel into long strands of various shapes in
a continuous casting process. These shapes are then typically reheated, rolled
and shaped into various finished products.  The Company pioneered the use of
electric arc furnaces for steel making, installing its first electric arc
furnace in 1936. The Company's three 400-ton furnaces are among the world's
largest, with an annual melting capacity in excess of 2.4 million tons, and
provide the Company with considerable economies of scale in its steel scrap
melting operations. The Company's principal executive offices are located at 121
Wallace Street, Sterling, Illinois 61081, and its telephone number is (815) 625-
2500.

                                  RISK FACTORS

  In addition to the other information set forth in this Prospectus, investors
should consider carefully the information set forth below before making an
investment in the Common Stork offered hereby.

CYCLICAL INDUSTRY AND ECONOMIC CONDITIONS

  Demand for most of the Company's products is cyclical in nature and sensitive
to general economic conditions. The structural steel products business is driven
by trends in commercial and residential construction, industrial investment in
new plants and facilities, and government spending on infrastructure projects
and public sector buildings. The rod and wire products business is driven by
housing starts, residential repair and remodelings and agricultural and consumer
spending.  Future economic downturn may adversely affect the Company.

COMPETITION

  The domestic steel industry is highly competitive. Excess production capacity
in the domestic structural steel industry has resulted in competitive pricing
and reduced profit margin.  Steel prices can be highly volatile, and price is a
significant competitive factor.  The high fixed costs of operating a steel mill
encourage mill operators to maintain high levels of output, regardless of
demand, which exacerbates the pressures on profit margins. The Company's
principal competitors are Bethlehem Steel Corporation ("Bethlehem"), Chaparral
Steel Co. ("Chaparral") and Nucor Corporation ("Nucor"), of which Chaparral and
Nucor have non-unionized workforces.  Competitive pressures, particularly in the
market for wide flange beams, which are the principal product of the Houston
Facility, have been lessened by the recent exit of Inland Steel Industries, Inc.
and the U.S. Steel Southworks operation of USX Corporation from the structural
steel market.  In addition, in January 1994, Bethlehem announced plans to exit
the large-sized Structural Steel Products market, which should provide increased
opportunity for the Company to gain additional market share, particularly at the
Houston Facility.  However, there can be no assurance that remaining capacity
will not continue to exceed domestic demand.  In addition, U.S. producers of
structural steel and rod and wire products have historically faced competition
from foreign steel producers.  Although the Company has experienced little
foreign competition in recent years due to declines in domestic steel prices,
there can be no assurance that foreign competition will not increase in the
future, which could adversely affect the Company's operating results.

HIGH LEVERAGE, DEBT SERVICE OBLIGATIONS AND RESTRICTIVE COVENANTS

  The Company is substantially leveraged in relation to its stockholders'
equity.  The degree to which the Company is leveraged and the terms governing
the Company's indebtedness, including restrictive covenants and events of
default, could have important consequences to the Company's security holders,
including the following: (i) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, acquisitions,
general corporate purposes or other purposes may be impaired; (ii) a substantial
portion of the Company's cash flow from operations must be dedicated to service
its indebtedness; (iii) the Company's senior credit facility (the "Senior Credit
Facility") and the Company's outstanding 9.5% senior notes (the "Senior Notes")
contain restrictions on the Company's ability to pay dividends and will impose
other operating and financial restrictions; (iv) the Company may be more
leveraged than other providers of similar products and services, which

                                       4
may place the Company at a competitive disadvantage, and (v) the Company's
significant degree of leverage could make it more vulnerable to changes in
general economic conditions.  The Company believes that it will be able to make
its principal and interest payments as and when required with funds derived from
its operations and available borrowings.  However, unexpected declines in the
Company's future business, increases in interest rates or the inability to
borrow additional funds for its operations if and when required could impair the
Company's ability to meet its debt service obligations and, therefore, have a
materially adverse effect on the Company's business and future profits.  No
assurance can be given that additional debt or equity funds will be available
when needed or, if available, on terms which are favorable to the Company.
Moreover, the Senior Notes and the Senior Credit Facility contain change in
control provisions which may have the effect of discouraging a potential
takeover of the Company.

FLUCTUATIONS IN RAW MATERIAL AND ENERGY COSTS

  The cost of steel scrap, the principal raw material used in the Company's
operations, is subject to market conditions largely beyond the Company's
control.  Generally, increases in steel prices lag behind increases in steel
scrap prices.  Recently, steel scrap prices have increased substantially.  The
Company also consumes large amounts of electricity.  Increases in the prices for
electricity could adversely affect the Company's operating results.

ENVIRONMENTAL COMPLIANCE AND ASSOCIATED COSTS

  The Company is subject to a broad range of federal, state and local
environmental requirements, including those governing discharges to the air and
water, the handling and disposal of solid and/or hazardous wastes and the
remediation of contamination associated with releases of hazardous substances.
The domestic steel industry, including the Company, has spent substantial
amounts to comply with these requirements, and the recently enacted amendments
to the Clean Air Act ("CAA") may require significant additional expenditures for
air pollution control or major changes in the steel making process, or both.
Although the Company believes that it is currently in substantial compliance
with the various environmental regulations applicable to its business, there can
be no assurance that environmental requirements win not change in the future or
that the Company will not incur significant costs in the future to comply with
such requirements.

UNIONIZED LABOR FORCE

  The United Steelworkers of America (the "USWA") represents approximately 84%
of the Company's employees.  In August 1992, the Company negotiated an extension
to its principal collective bargaining agreement at the Sterling Operations,
which provided for a 20% reduction in the hourly workforce at the Sterling
Operations through attrition over four years and the reduction in employee
health care costs through the implementation of "co-pay" arrangements and other
incentives to control spending.  This agreement expires in August 1996.  The
Company is also in the process of reducing its salaried workforce at the
Sterling Operations by 20% through attrition.  A new USWA contract which expires
in August 1996 was ratified by employees at the Houston Facility in June 1993.
In addition, the Company's collective bargaining agreements with one local union
represented by the United Plant Guard Workers of America and one local union
affiliated with the International Brotherhood of Teamsters have recently been
renegotiated to expire in August 1996 and March 1997, respectively.  There can
be no assurance as to the terms of future contracts.  The Company experienced a
protracted work stoppage in 1983.  There can be no assurance that work stoppages
will not occur in the future in connection with labor negotiations or otherwise.

                                       5
SELLING STOCKHOLDERS

  The names of the Selling Stockholders who may be affiliates of the Company and
the positions, offices and other material relationships which he has had with
the Company since January 1, 1991 are as follows:
POSITION HELD WITH THE COMPANY
      SELLING STOCKHOLDER                  SINCE JANUARY 1, 1991
      -------------------              ------------------------------
Robert N. Gurnitz                Chairman of the Board,
                                       President
                                       and Chief Executive Officer
                                       (January 1991 - Present)

      Edward G. Maris                  Senior Vice President,
                                       Chief Financial Officer,
                                       Secretary and Treasurer
                                       (January 1991 - Present)
The following table sets forth the name of each Selling Stockholder listed
above the number of shares of Common Stock of each such Selling Stockholder (1)
owned of record as of May 1, 1994; (2) which are to be registered hereunder;
and (3) the amount of Common Stock to be owned by each such Selling Stockholder
assuming the exercise of all options granted under the Plan and the sale of all
shares acquired upon exercise of such options.  There can be no assurance that
any of the Selling Stockholders will offer for sale or sell any or all of the
Common Stock offered by them pursuant to this Prospectus.
NUMBER OF SHARES OWNED     NUMBER OF SHARES TO       AMOUNT OF SHARES TO BE
                                    AS                        BE               OWNED AFTER SALES OF SHARES
NAME AND RELATIONSHIP         OF MAY 1, 1994              REGISTERED           REGISTERED HEREUNDER
- --------------------      ----------------------     -------------------       ---------------------------
Robert N. Gurnitz                109,091                   375,000                      109,091

Edward G. Maris                   78,505                    15,000                       78,505
PLAN OF DISTRIBUTION

  The Common Stock may be sold from time to time by the Selling Stockholders or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), on the over-the-counter market or otherwise at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Common Stock may be sold by
one or more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. The Company will not receive
any of the proceeds from the sale of these shares, although it has paid the
expenses of preparing this Prospectus and the related Registration Statement.
The Selling Stockholders have been advised that they are subject to the
applicable provisions of the Securities Exchange Act of 1934, including without
limitation, Rules 10b-5, 10b-6 and 10b-7 thereunder.

                                       6
LEGAL MATTERS

  Legal matters with respect to Common Stock being offered hereby, have been
passed upon for the Company by Kirkland & Ellis, New York, New York.

                                    EXPERTS

  The consolidated financial statements of the Company as of July 31, 1993 and
1992 and for each of the three years in the period ended July 31, 1993
incorporated by reference in this Prospectus and the Registration Statement of
which it is a part have been so included in reliance on the report of Coopers &
Lybrand, independent accountants, given on the authority of said firm as experts
in auditing and accounting.

                                       7
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 (FORM S-8).  INCORPORATION OF DOCUMENTS BY REFERENCE
                    ---------------------------------------

     The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Northwestern Steel and Wire Company (the
"Company") are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1993, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 1993, filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.

     (c)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 1994, filed pursuant to Sections 13(a) and 15(d) of the
Exchange Act.

     (d)  All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since July 31, 1993.

     (e)  The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's registration statement on
Form 8-A filed under the Exchange Act (File No. 1-4288), including any
subsequent amendment or any report filed for the purpose of updating such
description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 the Registration Statement and to be part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

     Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4 (FORM S-8).  DESCRIPTION OF SECURITIES
                    -------------------------

     Not applicable.

ITEM 5 (FORM S-8).  INTERESTS OF NAMED EXPERTS AND COUNSEL
                    --------------------------------------

     Not applicable.

ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3).  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 his 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-1
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 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 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 expenses as the 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 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.

                                      II-2
(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 the
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."

ITEM 7 (FORM S-8).  EXEMPTION FROM REGISTRATION CLAIMED
                    -----------------------------------
     Not applicable

 ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3). EXHIBITS
                                           --------
Exhibit
Number        Description of Exhibits
- ------        -----------------------
4(a)          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(b)          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 8, 1993, File No. 33-60764, incorporated herein by 
              reference).

4(c)          Amended and Restated By-Laws of the Company, (Exhibit 3.2 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(d)          Northwestern Steel and Wire Company 1994
              Long-Term Incentive Plan.*

4(e)          Northwestern Steel and Wire Company 1994 Director
              Stock Option Plan.*

5             Opinion of Kirkland & Ellis.*

23(a)         Consent of Kirkland & Ellis (included in its
              opinion filed as Exhibit 5).

23(b)         Consent of Coopers & Lybrand.*
- -----------------
* Filed herewith.

                                      II-3
ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3). UNDERTAKINGS
                                          ------------
 
        The 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 (the "Act");

            (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 thereof) which, individually or in 
     the aggregate, represent a fundamental change in the information set 
     forth in the 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 (i) and (ii) shall not apply if 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 (the
"Exchange Act") that are incorporated by reference in the registration
statement.

     (2)  That, for the purpose of determining any liability under the 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.

     (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.

     (4)  That, for the purposes of determining any liability under the Act,
each filing of the registrant'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.

     (5)  Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 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 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-4
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 Form S-3 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 May 4, 1994.

                              NORTHWESTERN STEEL AND WIRE COMPANY

                              By:   /s/ Robert N. Gurnitz
                                    ---------------------------------------
                                    Robert N. Gurnitz
                                    Chairman, President and Chief Executive
                                    Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Robert N. Gurnitz and Edward G.
Maris his true and lawful attorney-in-fact and agent, each with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, the Securities
and Exchange Commission, granting unto each such attorney-in-fact and agent,
full power and authority to do and perform each such and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent 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 and the foregoing Powers of Attorney have been signed on
May 4, 1994, by the following persons in the capacities indicated.
SIGNATURES                       TITLE
/s/ Robert N. Gurnitz          Chairman, President, Chief
- --------------------------   Executive Officer and Director
   Robert N. Gurnitz         (Principal Executive Officer)
                            
                                Senior Vice President,
                                Chief Financial Officer,
/s/ Edward G. Maris             Secretary and Treasurer
- --------------------------      (Principal Financial and
   Edward G. Maris              and Accounting Officer)
                                
/s/ William F. Andrews      
- --------------------------   
  William F. Andrews                    Director 

/s/ Kim G. Davis                        
- --------------------------              
     Kim G. Davis                       Director

/s/ Darius W. Gaskins, Jr.                      
- --------------------------                      
 Darius W. Gaskins, Jr.                 Director

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

/s/ Jerome Kohlberg Jr.                         
- --------------------------                      
  Jerome Kohlberg Jr.                   Director
II-5
/s/ Christopher Lacovara
- ------------------------                         
 Christopher Lacovara                   Director

/s/ George W. Peck IV                                                
- ------------------------                         
   George W. Peck IV                    Director

/s/ Richard F. Williams                                                
- ------------------------                         
  Richard F. Williams                   Director
II-6