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Prepared and filed by St Ives Financial
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<p align="center"><b><font face="serif" size="4">SECURITIES AND EXCHANGE COMMISSION</font></b><br>
<b><font face="serif" size="4">WASHINGTON, DC  20549</font></b></p>
<p align="center"><font size="2" face="serif">________________</font></p>
<p align="center"><font size="2" face="serif"><b>FORM 8-K</b></font></p>
<p align="center"><font size="2" face="serif"><b>CURRENT REPORT</b></font></p>
<p align="center"><font size="2" face="serif"><b>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</b></font></p>
<p align="center"><font size="2" face="serif">Date of Report (date of earliest event reported): October 18, 2005</font></p>
<p align="center"><b><u><font face="serif" size="4">STEEL DYNAMICS, INC.</font></u></b><br>
<font size="2" face="serif">(Exact name of registrant as specified in its charter)</font></p>
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<td align="center"><font size="2" face="serif">Indiana</font></td>
<td width="30%" align="center"><font size="2" face="serif">0-21719</font></td>
<td width="30%" align="center"><font size="2" face="serif">35-1929476</font></td>
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<td align="center"><font size="2" face="serif">(State or other jurisdiction</font><br><font size="2" face="serif"> of incorporation)</font></td>
<td align="center"><font size="2" face="serif">(Commission File Number)</font></td>
<td align="center"><font size="2" face="serif">(IRS Employer </font><br><font size="2" face="serif">Identification No.)</font></td>
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<p align="center"><font size="2" face="serif"><u>6714 Pointe Inverness Way, Suite
      200, Fort Wayne, Indiana 46804</u></font><br>
<font size="2" face="serif">(Address of principal executive offices) (Zip Code)</font></p>
<p align="center"><font size="2" face="serif">Registrant&#8217;s telephone number, including area code:  260-459-3553</font></p>
<p align="center"><font size="2" face="serif">Not Applicable</font><br>
<font size="2" face="serif">(Former name or former address, if changed since last report)</font></p>
<p align="left"><font size="2" face="serif">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</font></p>
<p align="left"><font size="2" face="serif"><img src="tickedbox.gif" width="12" height="12"> Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)</font></p>
<p align="left"><font size="2" face="serif"><img src="tickedbox.gif" width="12" height="12"> Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></p>
<p align="left"><font size="2" face="serif"><img src="emptybox.gif" width="12" height="12"> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</font></p>
<p align="left"><font size="2" face="serif"><img src="emptybox.gif" width="12" height="12"> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></p>
<p align="center">&nbsp;</p>
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<p align="left"><font size="2" face="serif"><b>Item 1.01.  Entry into a Material Definitive Agreement.</b></font></p>
<p align="left"><font size="2" face="serif"><b>Merger Agreement</b></font></p>
<p align="left"><font size="2" face="serif">On October 18, 2005, Steel Dynamics,
    Inc. (&#8220;SDI&#8221;), an Indiana corporation, entered into a merger agreement
    (the &#8220;Merger Agreement&#8221;) with RS Acquisition Corporation (&#8220;Merger
    Subsidiary&#8221;), an Indiana corporation and a direct wholly owned subsidiary
    of SDI, and Roanoke Electric Steel Corporation (&#8220;Roanoke&#8221;), a
    Virginia corporation. The Merger Agreement provides that, upon the terms
    and subject to the conditions set forth in the Merger Agreement. Roanoke
    will merge with and into Merger Subsidiary, with Merger Subsidiary continuing
    as the surviving corporation and a direct wholly-owned subsidiary of SDI
    (the &#8220;Merger&#8221;).  </font></p>
<p align="left"><font size="2" face="serif">At the effective time and as a result of the Merger, in exchange for their shares of issued and outstanding Roanoke common stock, Roanoke stockholders will receive for each Roanoke common share (i) 0.400 shares of SDI common stock and (ii) $9.75 in cash.  The aggregate amount of the cash payment to Roanoke stockholders will equal approximately $108.7 million, based on the 11,145,813 shares issued and outstanding at the close of business on September 30, 2005.  The closing prices of SDI and Roanoke shares on NASDAQ on October 17, 2005, were $28.77 and $18.69, respectively.  </font></p>
<p align="left"><font size="2" face="serif">All outstanding Roanoke stock options (whether vested or unvested) will be assumed by SDI.  Each such option previously exercisable for Roanoke common shares will then become exercisable for an adjusted number of SDI common shares at an adjusted exercise price, based on an exchange ratio of 0.7389 SDI shares for each Roanoke share.   </font></p>
<p align="left"><font size="2" face="serif">Following the effective time of the Merger, Keith Busse, President and Chief Executive Officer of SDI, will continue as President and CEO of the combined companies.  Donald G. Smith, Chairman and Chief Executive Officer of Roanoke, will retire.  </font></p>
<p align="left"><font size="2" face="serif">SDI and Roanoke have made customary representations, warranties and covenants in the Merger Agreement.  The completion of the Merger is subject to approval by the stockholders of Roanoke, regulatory approvals, including antitrust approval, and the satisfaction or waiver of other customary conditions.  </font></p>
<p align="left"><font size="2" face="serif">The Merger Agreement contains certain termination rights for both SDI and Roanoke, and further provides that, upon termination of the Merger Agreement under specified circumstances, SDI may be entitled to receive a termination fee of $7.5 million, plus certain expenses.  </font></p>
<p align="left"><font size="2" face="serif">The foregoing description of the
    Merger and the Merger Agreement does not purport to be complete and is qualified
    in its entirety by reference to the complete text of the Merger Agreement,
    which is attached as Exhibit 2.1 hereto and incorporated herein by reference.
    The Merger Agreement has been included to provide investors and stockholders
    with information regarding its terms. It is not intended to provide any other
    factual information about SDI. The Merger Agreement contains representations
    and warranties that the parties to the Merger Agreement made to and solely
    for the benefit of each other, and the assertions embodied in such representations
    and warranties are qualified by information contained in confidential disclosure
    schedules that the parties exchanged in connection with signing the Merger
    Agreement. Accordingly, investors and stockholders should not rely on such
    representations and warranties as characterizations of the actual state of
    facts or circumstances, since they were only made as of the date of their
    Merger Agreement and are modified in important part by the underlying disclosure
    schedules. Moreover, information concerning the subject matter of such representations
    and warranties may change after the date of the Merger Agreement, which subsequent
    information may or may not be fully reflected in SDI&#8217;s public disclosures.               </font></p>
<p align="left"><font size="2" face="serif"><b>Additional Information and Where to Find It</b></font></p>
<p align="left"><font size="2" face="serif">SDI intends to file a registration
    statement on Form S-4, and SDI and Roanoke intend to file a related proxy
    statement/prospectus, in connection with the merger transaction involving
    SDI and Roanoke. Investors and security holders are urged to read the registration
    statement on Form S-4 and the related proxy statement/prospectus when they
    become available because they will contain important information about the
    merger transaction. Investors and security holders may obtain free copies
    of these documents (when they are available) and other documents filed with
    the SEC at the SEC's web site at www.sec.gov. In addition, investors and
    security holders may obtain free copies of the documents filed with the SEC
    by SDI by contacting SDI Investor Relations at (260) 459-3553. Investors
    and security holders may obtain free copies of the documents filed with the
    SEC by Roanoke by contacting Roanoke Investor Relations at (540) 342-1831.</font></p>
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<p align="left"><font size="2" face="serif">Roanoke, SDI and their directors
    and executive officers may be deemed to be participants in the solicitation
    of proxies from the stockholders of Roanoke in connection with the merger
    transaction. Information regarding the special interests of these directors
    and executive officers in the merger transaction will be included in the
    registration statement of SDI and proxy statement/prospectus of SDI and Roanoke
    described above. Additional information regarding the directors and executive
    officers of SDI is also included in the SDI proxy statement for its 2005
    Annual Meeting of Stockholders, which was filed with the SEC on April 4,
    2005. Additional information regarding the directors and executive officers
    of Roanoke is also included in Roanoke's proxy statement for its 2005 Annual
    Meeting of Stockholders, which was filed with the SEC on December 21, 2004.
    These documents are available free of charge at the SEC's web site at www.sec.gov
    and from Investor Relations at SDI and Roanoke as described above.</font></p>
<p align="left"><font size="2" face="serif"><b>Item 8.01.  Other Events.</b></font></p>
<p align="left"><font size="2" face="serif">On October 18, 2005, SDI and Roanoke issued a joint press release announcing the execution of the Merger Agreement.  A copy of such press release is attached hereto as Exhibit 99.1 and is incorporate herein by reference. </font></p>
<p align="left"><font size="2" face="serif"><b>Item 9.01.  Financial Statements and Exhibits</b></font></p>
<table width="100%" border="0" cellspacing="0" cellpadding="0">
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    <td width="5%">&nbsp;</td>
    <td width="5%"><font size="2" face="serif">( c )</font></td>
    <td width="12%"><font size="2" face="serif">Exhibits.</font></td>
    <td>&nbsp;</td>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td><font size="2" face="serif"><u>Exhibit Number</u></font></td>
    <td><font size="2" face="serif"><u>Description</u></font></td>
  </tr>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td><font size="2" face="serif">2.1</font></td>
    <td><font size="2" face="serif">Agreement of Merger and Reorganization, dated
        October 17, 2005, by and among Steel Dynamics, Inc., RS Acquisition Corporation
    and Roanoke Electric Steel Corporation*.<u></u></font></td>
  </tr>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
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    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td><font size="2" face="serif">99.1</font></td>
    <td><font size="2" face="serif">A press release dated October 18, 2005 titled &#8220;Steel
    Dynamics and Roanoke Electric Steel Announce Merger Agreement&#8221;</font></td>
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<p align="left"><font size="2" face="serif">*Contents of the parties disclosure schedules pursuant to the Merger Agreement have been omitted pursuant to Item 601 (b) (2) of Regulation S-K.  SDI will furnish supplementally a copy of the disclosure schedule to the SEC, upon request.  </font></p>
<p align="center"><font size="2" face="serif"><b>SIGNATURE</b></font></p>
<p align="left"><font size="2" face="serif">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.</font></p>  <table width="100%" cellspacing="0" cellpadding="0" border="0">
<tr valign="top"> <td align="left"><font size="1" face="serif">&nbsp;</font></td>
<td width="50%" align="left"><font size="2" face="serif">STEEL DYNAMICS, INC.</font></td>
</tr>
<tr valign="top"> <td align="left"><font size="1" face="serif">&nbsp;</font></td>
<td align="left"><font size="1" face="serif">&nbsp;</font></td> </tr>
<tr valign="top"> <td align="left"><font size="1" face="serif">&nbsp;</font></td>
<td align="left"><font size="2" face="serif"><u>/s/ Gary Heasley</u></font></td> </tr>
<tr valign="top">
<td align="left" width="57%"><font size="2" face="serif">Date:  October 18, 2005</font></td>
<td align="left"><font size="2" face="serif">By:   Gary Heasley</font></td>
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<td align="left"><font size="2" face="serif">&nbsp;</font></td>
<td align="left"><font size="2" face="serif">Vice President &amp; CFO</font></td>
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Prepared and filed by St Ives Financial
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 18, 2005
STEEL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
Indiana
0-21719
35-1929476
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
6714 Pointe Inverness Way, Suite
      200, Fort Wayne, Indiana 46804
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:  260-459-3553
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.  Entry into a Material Definitive Agreement.
Merger Agreement
On October 18, 2005, Steel Dynamics,
    Inc. ("SDI"), an Indiana corporation, entered into a merger agreement
    (the "Merger Agreement") with RS Acquisition Corporation ("Merger
    Subsidiary"), an Indiana corporation and a direct wholly owned subsidiary
    of SDI, and Roanoke Electric Steel Corporation ("Roanoke"), a
    Virginia corporation. The Merger Agreement provides that, upon the terms
    and subject to the conditions set forth in the Merger Agreement. Roanoke
    will merge with and into Merger Subsidiary, with Merger Subsidiary continuing
    as the surviving corporation and a direct wholly-owned subsidiary of SDI
    (the "Merger").
At the effective time and as a result of the Merger, in exchange for their shares of issued and outstanding Roanoke common stock, Roanoke stockholders will receive for each Roanoke common share (i) 0.400 shares of SDI common stock and (ii) $9.75 in cash.  The aggregate amount of the cash payment to Roanoke stockholders will equal approximately $108.7 million, based on the 11,145,813 shares issued and outstanding at the close of business on September 30, 2005.  The closing prices of SDI and Roanoke shares on NASDAQ on October 17, 2005, were $28.77 and $18.69, respectively.
All outstanding Roanoke stock options (whether vested or unvested) will be assumed by SDI.  Each such option previously exercisable for Roanoke common shares will then become exercisable for an adjusted number of SDI common shares at an adjusted exercise price, based on an exchange ratio of 0.7389 SDI shares for each Roanoke share.
Following the effective time of the Merger, Keith Busse, President and Chief Executive Officer of SDI, will continue as President and CEO of the combined companies.  Donald G. Smith, Chairman and Chief Executive Officer of Roanoke, will retire.
SDI and Roanoke have made customary representations, warranties and covenants in the Merger Agreement.  The completion of the Merger is subject to approval by the stockholders of Roanoke, regulatory approvals, including antitrust approval, and the satisfaction or waiver of other customary conditions.
The Merger Agreement contains certain termination rights for both SDI and Roanoke, and further provides that, upon termination of the Merger Agreement under specified circumstances, SDI may be entitled to receive a termination fee of $7.5 million, plus certain expenses.
The foregoing description of the
    Merger and the Merger Agreement does not purport to be complete and is qualified
    in its entirety by reference to the complete text of the Merger Agreement,
    which is attached as Exhibit 2.1 hereto and incorporated herein by reference.
    The Merger Agreement has been included to provide investors and stockholders
    with information regarding its terms. It is not intended to provide any other
    factual information about SDI. The Merger Agreement contains representations
    and warranties that the parties to the Merger Agreement made to and solely
    for the benefit of each other, and the assertions embodied in such representations
    and warranties are qualified by information contained in confidential disclosure
    schedules that the parties exchanged in connection with signing the Merger
    Agreement. Accordingly, investors and stockholders should not rely on such
    representations and warranties as characterizations of the actual state of
    facts or circumstances, since they were only made as of the date of their
    Merger Agreement and are modified in important part by the underlying disclosure
    schedules. Moreover, information concerning the subject matter of such representations
    and warranties may change after the date of the Merger Agreement, which subsequent
    information may or may not be fully reflected in SDI's public disclosures.
Additional Information and Where to Find It
SDI intends to file a registration
    statement on Form S-4, and SDI and Roanoke intend to file a related proxy
    statement/prospectus, in connection with the merger transaction involving
    SDI and Roanoke. Investors and security holders are urged to read the registration
    statement on Form S-4 and the related proxy statement/prospectus when they
    become available because they will contain important information about the
    merger transaction. Investors and security holders may obtain free copies
    of these documents (when they are available) and other documents filed with
    the SEC at the SEC's web site at www.sec.gov. In addition, investors and
    security holders may obtain free copies of the documents filed with the SEC
    by SDI by contacting SDI Investor Relations at (260) 459-3553. Investors
    and security holders may obtain free copies of the documents filed with the
    SEC by Roanoke by contacting Roanoke Investor Relations at (540) 342-1831.
Roanoke, SDI and their directors
    and executive officers may be deemed to be participants in the solicitation
    of proxies from the stockholders of Roanoke in connection with the merger
    transaction. Information regarding the special interests of these directors
    and executive officers in the merger transaction will be included in the
    registration statement of SDI and proxy statement/prospectus of SDI and Roanoke
    described above. Additional information regarding the directors and executive
    officers of SDI is also included in the SDI proxy statement for its 2005
    Annual Meeting of Stockholders, which was filed with the SEC on April 4,
    2005. Additional information regarding the directors and executive officers
    of Roanoke is also included in Roanoke's proxy statement for its 2005 Annual
    Meeting of Stockholders, which was filed with the SEC on December 21, 2004.
    These documents are available free of charge at the SEC's web site at www.sec.gov
    and from Investor Relations at SDI and Roanoke as described above.
Item 8.01.  Other Events.
On October 18, 2005, SDI and Roanoke issued a joint press release announcing the execution of the Merger Agreement.  A copy of such press release is attached hereto as Exhibit 99.1 and is incorporate herein by reference.
Item 9.01.  Financial Statements and Exhibits
( c )
Exhibits.
Exhibit Number
Description
2.1
Agreement of Merger and Reorganization, dated
        October 17, 2005, by and among Steel Dynamics, Inc., RS Acquisition Corporation
    and Roanoke Electric Steel Corporation*.
99.1
A press release dated October 18, 2005 titled "Steel
    Dynamics and Roanoke Electric Steel Announce Merger Agreement"
*Contents of the parties disclosure schedules pursuant to the Merger Agreement have been omitted pursuant to Item 601 (b) (2) of Regulation S-K.  SDI will furnish supplementally a copy of the disclosure schedule to the SEC, upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.
STEEL DYNAMICS, INC.
/s/ Gary Heasley
Date:  October 18, 2005
By:   Gary Heasley
Vice President & CFO