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

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                          ______________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
                          ______________________

                       STEEL OF WEST VIRGINIA, INC.
          (Exact name of registrant as specified in its charter)


                Delaware                        55-0684304
     (State or other jurisdiction of   (I.R.S. Employer Identification
     incorporation or organization)              Number)

                        17th Street and 2nd Avenue
                     Huntington, West Virginia  25703
                              (304) 696-8200
           (Address of principal executive offices) (Zip code)

                          Robert L. Bunting, Jr.
                       Steel of West Virginia, Inc.
                        17th Street and 2nd Avenue
                     Huntington, West Virginia  25703
                              (304) 696-8200
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                    _________________________________

                     Copies of all communications to:
                         Stephen A. Albert, Esq.
                         Sierchio & Albert, P.C.
                           41 East 57th Street
                               Penthouse A
                         New York, New York 10022
                              (212) 446-9500
                    _________________________________
                                                    First of 12 Pages
                                  Index to Exhibits appears on Page 9


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


<PAGE>

<TABLE><CAPTION>


                            CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title of securities to    Amount to be      Proposed maximum     Proposed maximum      Amount of
be registered             registered(1)     offering price       aggregate offering    Registration
                                             per share(2)         price(2)              Fee
- ----------------------------------------------------------------------------------------------------
<S>                       <C>               <C>                  <C>                   <C>
Common
Stock,par
value $.01 per            500,000  shares      $9.50              $4,750,000            $1,638 
share
- ----------------------------------------------------------------------------------------------------
</TABLE>


     (1)  The maximum number of shares as to which  awards may be granted under 
          the Steel  of West  Virginia, Inc.  1995  Employee Stock  Option Plan
          (the "Employee  Plan") and the  Steel of  West  Virginia, Inc.  1995  
          Non-Employee Director Stock Option  Plan (the "Non-Employee Director
          Plan"   and,  together  with  the  Employee  Plan,  the "Plans").  
          Pursuant  to Rule 416, there  are also being registered  such  
          additional  indeterminate  number  of shares as may be required to 
          cover possible adjustments under such Plans.

     (2)  Estimated  solely for  the purpose  of calculating  the registration 
          fee pursuant to Rule 457(c) calculated on the  basis of  the  average 
          of  the high  and  low sale prices of the  Common Stock as  reported 
          on the  NASDAQ National Market on May 1, 1996.


                                2


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1:   Plan Information.*
- -------   ----------------

Item 2:   Registrant Information and Employee Plan Annual Information.*
- -------   -----------------------------------------------------------


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By Reference.
     ------   ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
by Steel of West Virginia, Inc., a Delaware corporation (the "Corporation" or
the "Registrant"), are incorporated herein by reference:

          (1)  The Corporation's Annual Report filed on Form 10-K for the fiscal
     year ended December 31, 1995.

          (2)  The Corporation's Quarterly Report filed for the period ending
     March 31, 1996.

          (3)  All documents subsequently filed by the Corporation pursuant to
     Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
     1934, prior to the filing of a post-effective amendment which indicated
     that all remaining securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be part thereof from the
     date of filing such documents.  Any statement in a document incorporated or
     deemed to be incorporated by reference herein shall be deemed to be
     modified or superseded for the purposes of this Registration Statement to
     the extent that a statement contained herein or in any other subsequently
     filed document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any statement so modified or
     superseded shall not be deemed, except as so modified or superseded, to
     constitute a part of this Registration Statement.


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

     *    Information required  by Part I to  be contained in  the Section 10(a)
          prospectus is omitted  from this Registration Statement  in accordance
          with Rule 428 under the Securities Act of 1933, and the "Note" to Part
          I of Form S-8.

                                      II-1


<PAGE>


          (4)  The description of the Corporation's Common Stock, par value $.01
     per share, contained in the Company's Registration Statement filed on Form
     8-A pursuant to Section 12 of the Securities Exchange Act of 1934.

     Item 4.  Description of Securities.
     ------   -------------------------

     Not applicable.

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

     Stephen A. Albert, Esq., a principal of Sierchio & Albert, P.C., counsel to
the Corporation, is a director of the Corporation.

     Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

          The Company is incorporated in Delaware.  Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in an action, suit or proceedings.  The Corporation's
Certificate of Incorporation provides that the Corporation shall, to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, indemnify all person whom it may indemnify pursuant thereto.

          Pursuant to the provisions of Section 102(b)(7) of the General
Corporation Law of the State of Delaware, Article SIXTH of the Corporation's
Certificate of Incorporation provides that a director of the Corporation shall
not be liable to the Corporation for breach of fiduciary duty as a director
except (i) for breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

     Item 7.  Exemption from Registration Claimed.
     ------   -----------------------------------

     Not applicable.

     Item 8.  Exhibits.
     ------   --------

     4.1  Certificate of Incorporation of the Corporation (incorporated by
          reference to Exhibit 3.1 to the Corporation's Annual Report on Form
          10-K for the fiscal year ended December 31, 1995).



                                      II-2


<PAGE>


     4.2  Steel of West Virginia, Inc. 1995 Employee Stock Option Plan
          (incorporated by reference to Exhibit 10.23 to the Corporation's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1995).

     4.3  Steel of West Virginia, Inc. 1995 Non-Employee Director Stock Option
          Plan (incorporated by reference to Exhibit 10.24 to the Corporation's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1995).

     5    Opinion of Sierchio & Albert, P.C.*

     23.1 Consent of Ernst & Young LLP*

     23.2 Consent of Sierchio & Albert , P.C. (included in Exhibit 5)*

        24     Powers of Attorney: Included on Page II-5.

     Item 9.  Undertakings.
     ------   ------------

     (a)  The undersigned Registrant hereby undertakes:

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

               (i)  to include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933; 
               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (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.

               
- ---------------
*Filed herewith.


                                      II-3


<PAGE>


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

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

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

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Huntington, State of West Virginia, on May 2, 1996.

                                   STEEL OF WEST VIRGINIA, INC.




                                   By:  /s/ Robert L. Bunting, Jr.              
                                        ----------------------------------------
                                        Name:  Robert L. Bunting, Jr.
                                        Title: President and Chief
                                               Executive Officer


                               POWERS OF ATTORNEY

     KNOW  ALL MEN BY  THESE PRESENTS that  each person whose  signature appears
below constitutes and  appoints Robert L. Bunting,  Jr. and Timothy R.  Duke, or
either of them,  his true and lawful attorney-in-fact and agent, with full power
of substitution and  resubstitution, to act, without  the other, for him  and in
his name, place,  and stead, in any and  all capacities, to sign  a Registration
Statement on Form S-8 of Steel of West Virginia, Inc., and any or all amendments
(including  post-effective  amendments) thereto,  relating to  the registration,
under the  Securities Act of 1933, as amended, of  shares of Common Stock of the
Company to be issued pursuant to  the Company's 1995 Employee Stock Option  Plan
and 1995 Non-Employee Director Stock Option Plan and to file the  same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and  Exchange Commission,  granting unto  said attorneys-in-fact  and
agents  full power and authority to do and  perform each and every act and thing
requisite and necessary  to be done in  and about the  premises, as full to  all
intents and  purposes as he  might or could  do in person, hereby  ratifying and
confirming  all that said  attorneys-in-fact and agents,  or any  of them, their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to  the requirements  of the Securities  Act of 1933,  as amended,
this Registration  Statement has been signed  below by the following  persons in
the capacities and on the dates indicated.



                                      II-5


<PAGE>


   Signatures                   Title                           Date
   ----------                   -----                           ----


 /s/ Robert L. Bunting, Jr.     President, Chief Executive      May 2, 1996
 -------------------------      Officer and Chairman of the
 Robert L. Bunting, Jr.         Board (Principal Executive
                                Officer)


 /s/ Timothy R. Duke            Vice President, Treasurer and   May 2, 1996
 -----------------------        Chief Financial Officer
 Timothy R. Duke                (Principal Financial
                                and Accounting Officer)


 /s/ Stephen A. Albert          Director                        May 2, 1996
 ------------------------
 Stephen A. Albert


 /s/ Albert W. Eastburn         Director                        May 2, 1996
 -----------------------
 Albert W. Eastburn


 /s/ Daniel N. Pickens          Director                        May 2, 1996
 ---------------------
 Daniel N. Pickens


 /s/ Paul E. Thompson           Director                        May 2, 1996
 ---------------------
 Paul E. Thompson


                                II-6


<PAGE>


                          STEEL OF WEST VIRGINIA, INC.
                                INDEX TO EXHIBITS
                               FILED WITH FORM S-8



  4.1 Certificate of Incorporation of the Corporation (incorporated by reference
      to Exhibit 3.1 to the Corporation's Annual Report on Form 10-K for the
      fiscal year ended December 31, 1995).

  4.2 Steel of West Virginia, Inc. 1995 Employee Stock Option Plan (incorporated
      by reference to Exhibit 10.23 to the Corporation's Annual Report on Form
      10-K for the fiscal year ended December 31, 1995).

  4.3 Steel of West Virginia, Inc. 1995 Non-Employee Director Stock Option Plan
      (incorporated by reference to Exhibit 10.24 to the Corporation's Annual
      Report on Form 10-K for the fiscal year ended December 31, 1995).

  5   Opinion of Sierchio & Albert, P.C.

  23.1  Consent of Ernst & Young LLP

  23.2  Consent of Sierchio & Albert , P.C. (included in Exhibit 5)

  24  Powers of Attorney: Included on Page II-5.
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{"company-data": {"conformed-name": "STEEL OF WEST VIRGINIA INC", "cik": "0000820960", "assigned-sic": "3312", "irs-number": "550684304", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03121", "film-number": "96555983"}, "business-address": {"street1": "17TH ST & 2ND AVE", "city": "HUNTINGTON", "state": "WV", "zip": "25703", "phone": "3046968200"}, "mail-address": {"street1": "17TH STREET & 2ND AVENUE", "city": "HUNTINGTON", "state": "WV", "zip": "25703"}}
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                          ______________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
                          ______________________

                       STEEL OF WEST VIRGINIA, INC.
          (Exact name of registrant as specified in its charter)

                Delaware                        55-0684304
     (State or other jurisdiction of   (I.R.S. Employer Identification
     incorporation or organization)              Number)

                        17th Street and 2nd Avenue
                     Huntington, West Virginia  25703
                              (304) 696-8200
           (Address of principal executive offices) (Zip code)

                          Robert L. Bunting, Jr.
                       Steel of West Virginia, Inc.
                        17th Street and 2nd Avenue
                     Huntington, West Virginia  25703
                              (304) 696-8200
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                    _________________________________

                     Copies of all communications to:
                         Stephen A. Albert, Esq.
                         Sierchio & Albert, P.C.
                           41 East 57th Street
                               Penthouse A
                         New York, New York 10022
                              (212) 446-9500
                    _________________________________
                                                    First of 12 Pages
                                  Index to Exhibits appears on Page 9

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title of securities to    Amount to be      Proposed maximum     Proposed maximum      Amount of
be registered             registered(1)     offering price       aggregate offering    Registration
                                             per share(2)         price(2)              Fee
- ----------------------------------------------------------------------------------------------------
Common
Stock,par
value $.01 per            500,000  shares      $9.50              $4,750,000            $1,638 
share
- ----------------------------------------------------------------------------------------------------
(1)  The maximum number of shares as to which  awards may be granted under 
          the Steel  of West  Virginia, Inc.  1995  Employee Stock  Option Plan
          (the "Employee  Plan") and the  Steel of  West  Virginia, Inc.  1995  
          Non-Employee Director Stock Option  Plan (the "Non-Employee Director
          Plan"   and,  together  with  the  Employee  Plan,  the "Plans").  
          Pursuant  to Rule 416, there  are also being registered  such  
          additional  indeterminate  number  of shares as may be required to 
          cover possible adjustments under such Plans.

     (2)  Estimated  solely for  the purpose  of calculating  the registration 
          fee pursuant to Rule 457(c) calculated on the  basis of  the  average 
          of  the high  and  low sale prices of the  Common Stock as  reported 
          on the  NASDAQ National Market on May 1, 1996.

                                2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1:   Plan Information.*
- -------   ----------------

Item 2:   Registrant Information and Employee Plan Annual Information.*
- -------   -----------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By Reference.
     ------   ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
by Steel of West Virginia, Inc., a Delaware corporation (the "Corporation" or
the "Registrant"), are incorporated herein by reference:

          (1)  The Corporation's Annual Report filed on Form 10-K for the fiscal
     year ended December 31, 1995.

          (2)  The Corporation's Quarterly Report filed for the period ending
     March 31, 1996.

          (3)  All documents subsequently filed by the Corporation pursuant to
     Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
     1934, prior to the filing of a post-effective amendment which indicated
     that all remaining securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be part thereof from the
     date of filing such documents.  Any statement in a document incorporated or
     deemed to be incorporated by reference herein shall be deemed to be
     modified or superseded for the purposes of this Registration Statement to
     the extent that a statement contained herein or in any other subsequently
     filed document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any statement so modified or
     superseded shall not be deemed, except as so modified or superseded, to
     constitute a part of this Registration Statement.

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

     *    Information required  by Part I to  be contained in  the Section 10(a)
          prospectus is omitted  from this Registration Statement  in accordance
          with Rule 428 under the Securities Act of 1933, and the "Note" to Part
          I of Form S-8.

                                      II-1
(4)  The description of the Corporation's Common Stock, par value $.01
     per share, contained in the Company's Registration Statement filed on Form
     8-A pursuant to Section 12 of the Securities Exchange Act of 1934.

     Item 4.  Description of Securities.
     ------   -------------------------

     Not applicable.

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

     Stephen A. Albert, Esq., a principal of Sierchio & Albert, P.C., counsel to
the Corporation, is a director of the Corporation.

     Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

          The Company is incorporated in Delaware.  Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in an action, suit or proceedings.  The Corporation's
Certificate of Incorporation provides that the Corporation shall, to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, indemnify all person whom it may indemnify pursuant thereto.

          Pursuant to the provisions of Section 102(b)(7) of the General
Corporation Law of the State of Delaware, Article SIXTH of the Corporation's
Certificate of Incorporation provides that a director of the Corporation shall
not be liable to the Corporation for breach of fiduciary duty as a director
except (i) for breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

     Item 7.  Exemption from Registration Claimed.
     ------   -----------------------------------

     Not applicable.

     Item 8.  Exhibits.
     ------   --------

     4.1  Certificate of Incorporation of the Corporation (incorporated by
          reference to Exhibit 3.1 to the Corporation's Annual Report on Form
          10-K for the fiscal year ended December 31, 1995).

                                      II-2
4.2  Steel of West Virginia, Inc. 1995 Employee Stock Option Plan
          (incorporated by reference to Exhibit 10.23 to the Corporation's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1995).

     4.3  Steel of West Virginia, Inc. 1995 Non-Employee Director Stock Option
          Plan (incorporated by reference to Exhibit 10.24 to the Corporation's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1995).

     5    Opinion of Sierchio & Albert, P.C.*

     23.1 Consent of Ernst & Young LLP*

     23.2 Consent of Sierchio & Albert , P.C. (included in Exhibit 5)*

        24     Powers of Attorney: Included on Page II-5.

     Item 9.  Undertakings.
     ------   ------------

     (a)  The undersigned Registrant hereby undertakes:

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

               (i)  to include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933; 
               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (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.

               
- ---------------
*Filed herewith.

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

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

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

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Huntington, State of West Virginia, on May 2, 1996.

                                   STEEL OF WEST VIRGINIA, INC.

                                   By:  /s/ Robert L. Bunting, Jr.              
                                        ----------------------------------------
                                        Name:  Robert L. Bunting, Jr.
                                        Title: President and Chief
                                               Executive Officer

                               POWERS OF ATTORNEY

     KNOW  ALL MEN BY  THESE PRESENTS that  each person whose  signature appears
below constitutes and  appoints Robert L. Bunting,  Jr. and Timothy R.  Duke, or
either of them,  his true and lawful attorney-in-fact and agent, with full power
of substitution and  resubstitution, to act, without  the other, for him  and in
his name, place,  and stead, in any and  all capacities, to sign  a Registration
Statement on Form S-8 of Steel of West Virginia, Inc., and any or all amendments
(including  post-effective  amendments) thereto,  relating to  the registration,
under the  Securities Act of 1933, as amended, of  shares of Common Stock of the
Company to be issued pursuant to  the Company's 1995 Employee Stock Option  Plan
and 1995 Non-Employee Director Stock Option Plan and to file the  same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and  Exchange Commission,  granting unto  said attorneys-in-fact  and
agents  full power and authority to do and  perform each and every act and thing
requisite and necessary  to be done in  and about the  premises, as full to  all
intents and  purposes as he  might or could  do in person, hereby  ratifying and
confirming  all that said  attorneys-in-fact and agents,  or any  of them, their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to  the requirements  of the Securities  Act of 1933,  as amended,
this Registration  Statement has been signed  below by the following  persons in
the capacities and on the dates indicated.

                                      II-5
Signatures                   Title                           Date
   ----------                   -----                           ----

 /s/ Robert L. Bunting, Jr.     President, Chief Executive      May 2, 1996
 -------------------------      Officer and Chairman of the
 Robert L. Bunting, Jr.         Board (Principal Executive
                                Officer)

 /s/ Timothy R. Duke            Vice President, Treasurer and   May 2, 1996
 -----------------------        Chief Financial Officer
 Timothy R. Duke                (Principal Financial
                                and Accounting Officer)

 /s/ Stephen A. Albert          Director                        May 2, 1996
 ------------------------
 Stephen A. Albert

 /s/ Albert W. Eastburn         Director                        May 2, 1996
 -----------------------
 Albert W. Eastburn

 /s/ Daniel N. Pickens          Director                        May 2, 1996
 ---------------------
 Daniel N. Pickens

 /s/ Paul E. Thompson           Director                        May 2, 1996
 ---------------------
 Paul E. Thompson

                                II-6
STEEL OF WEST VIRGINIA, INC.
                                INDEX TO EXHIBITS
                               FILED WITH FORM S-8

  4.1 Certificate of Incorporation of the Corporation (incorporated by reference
      to Exhibit 3.1 to the Corporation's Annual Report on Form 10-K for the
      fiscal year ended December 31, 1995).

  4.2 Steel of West Virginia, Inc. 1995 Employee Stock Option Plan (incorporated
      by reference to Exhibit 10.23 to the Corporation's Annual Report on Form
      10-K for the fiscal year ended December 31, 1995).

  4.3 Steel of West Virginia, Inc. 1995 Non-Employee Director Stock Option Plan
      (incorporated by reference to Exhibit 10.24 to the Corporation's Annual
      Report on Form 10-K for the fiscal year ended December 31, 1995).

  5   Opinion of Sierchio & Albert, P.C.

  23.1  Consent of Ernst & Young LLP

  23.2  Consent of Sierchio & Albert , P.C. (included in Exhibit 5)

  24  Powers of Attorney: Included on Page II-5.