AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                                             -----------------
                                        REGISTRATION NO. 333-
                                                             ------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------
                            OREGON STEEL MILLS, INC.
             (Exact name of registrant as specified in its charter)

                         Delaware                               94-0506370
                         --------                               ----------
              (State or other jurisdiction of                (I.R.S. Employer
              incorporation or organization)                Identification No.)

              1000 S.W. Broadway, Suite 2200
                     Portland, Oregon                              97205
                     ----------------                              -----
         (Address of Principal Executive Offices)               (Zip Code)


                  2002 Non-Employee Director Stock Option Plan
                  --------------------------------------------
                            (Full title of the plan)

                                  Joe E. Corvin
                      President and Chief Executive Officer
                         1000 S.W. Broadway, Suite 2200
                             Portland, Oregon 97205
                             ----------------------
                     (Name and address of agent for service)

                                  503.223.9228
                                  ------------
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                              Carmen M. Calzacorta
                        Schwabe, Williamson & Wyatt, P.C.
               1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center
                             Portland, Oregon 97204
                                  503.222.9981

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                              Amount to be          Proposed Maximum        Proposed Maximum           Amount of
 Title of Securities to        Registered          Offering Price Per      Aggregate Offering      Registration Fee
     be Registered                                       Share                    Price
------------------------- ---------------------- ----------------------- ------------------------ --------------------
<S>                            <C>                     <C>                    <C>                      <C>

 Common Stock, $.01 par        150,000(2)              $8.18 (1)              $1,227,000 (1)           $112.88
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This estimate is based on the average of the high and low sales prices
         of the common stock of Oregon Steel Mills, Inc., as reported on the New
         York Stock Exchange on April 23, 2002 pursuant to Rule 457(c) and (h),
                                --------------
         solely for purposes of determining the registration fee.


(2)      Pursuant to Rule 416, also covers additional securities that may be
         issuable as a result of stock splits, stock dividends recapitalizations
         or similar transactions.


<PAGE>





                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information required to be included in
Part I of this Registration Statement will be sent or given to all persons who
are eligible to participate in the 2002 Non-Employee Director Stock Option Plan
as specified by Rule 428. Pursuant to Rule 424, those documents are not required
to be filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements. Those
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").

                                      I-1

<PAGE>




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to "incorporate by reference" the documents that we
file with them pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE
ACT"). This means that we can disclose important information to you by referring
to those documents. The information in the documents incorporated by reference
is considered to be part of this Registration Statement, and information in
documents that we file with the SEC in the future will automatically update and
supersede this information. We have filed the following documents with the SEC,
which are incorporated by reference in this Registration Statement:

(a)      Annual report on Form 10-K for the year ended December 31, 2001; and

(b)      The description of our common stock contained in our Registration
         Statement on Form 8-A and any amendment or report filed for the purpose
         of updating such description.

         All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment that indicates that all the securities
offered hereby have been sold or that deregisters all the securities remaining
unsold, will be deemed to be incorporated by reference in this Registration
Statement and to be a part of this Registration Statement from the date of the
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides, in summary, that
a corporation may indemnify a director, officer, employee or agent of a
corporation (i) in the case of third-party claims, against certain expenses
incurred by such person in connection with any action, suit or proceeding
brought or threatened against such person by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation, 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 (ii) in the case
of actions by or in the right of the corporation, against certain expenses
incurred by such person in connection with the defense or settlement of such an
action, 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, however, that, in the case of actions by or in the right of the
corporation, if such person is adjudged to be liable to the corporation, no
indemnification can be made unless a court determines that such person is fairly
and reasonably entitled to indemnification. Indemnification also is authorized
with respect to any criminal action or proceeding where, in addition to the
criteria stated under (i) above, a director, officer, employee or agent had no
reasonable cause to believe that his or her conduct was unlawful. Section 145 of
the GCL furthermore provides that a corporation must indemnify a director,
officer, employee or agent of the corporation to the extent that he or she is
successful on the merits or otherwise in defending any of the actions, suits or
proceedings described above.

         The Registrant's Restated Certificate of Incorporation (the "RESTATED
CERTIFICATE") and Bylaws provide for the indemnification by the Registrant of
directors, officers, employees and agents to the fullest

                                      II-1
<PAGE>

extent permitted by Section 145 of the Delaware GCL. Additionally, Section 145
of the Delaware GCL permits a corporation to purchase and maintain insurance on
behalf of its directors, officers, employees and agents against any liability
asserted against such persons and incurred by such persons, or arising out of
such persons' status as such. The Registrant maintains an insurance policy
covering its directors and officers against such liability.

         The Registrant also has entered into indemnification agreements with
certain directors and executive officers. The agreements provide that the
Registrant will indemnify the director or officer to the fullest extent allowed
by the Restated Certificate and applicable law. In addition, the agreements
provide that the Registrant will indemnify the director or officer for all
expenses and liabilities relating to any proceeding in which the director or
officer is made a party by reason of being an agent of the Registrant. The
agreements also provide for mandatory insurance coverage for the director or
officer.

         Section 102 of the Delaware GCL provides that a corporation, in its
Certificate of Incorporation, may eliminate the personal liability of its
directors to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, other than liability for (1) any breach of the
director's duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) any transaction from which the director derived an
improper personal benefit and (4) unlawful payment of dividends or unlawful
stock purchases or redemptions. The Restated Certificate provides for the
elimination, to the fullest extent permitted by law, of personal liability of
its directors for monetary damages for breach of fiduciary duty as a director.
Reference is made to the Restated Certificate of Incorporation filed as Exhibit
3.1 to the Company's annual report on Form 10-K for the year ended December 31,
1999, filed on March 29, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

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

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

            (ii)  to reflect in the prospectus any facts or events arising after
                  the effective date of this 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 this 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

                                      II-2
<PAGE>

            (iii) to include any material information with respect to the
                  plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

            provided, however, that clauses (1)(i) and (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 clauses is contained in periodic reports filed with or furnished
        to the Commission by the Registrant pursuant to Section 13 or Section
        15(d) of the Securities Exchange Act of 1934 that are incorporated by
        reference into this Registration Statement;

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

        (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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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-3

<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 Portland, State of Oregon, on April 24, 2002.


                                       OREGON STEEL MILLS, INC.

                                       /s/ Joe E. Corvin
                                       ------------------------------------
                                       Joe E. Corvin, President and Chief
                                       Executive Officer

         Each person whose signature appears below constitutes and appoints each
of L. Ray Adams and Jeff S. Stewart his true and lawful attorney-in-fact and
agent, each with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent with full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done hereof.

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

Date: April 24, 2002         /s/ Joe E. Corvin
                             -------------------------------------------------
                             Joe E. Corvin, President, Chief Executive Officer
                             and Director (Principal Executive Officer)

Date: April 24, 2002         /s/ L. Ray Adams
                             -------------------------------------------------
                             L. Ray Adams, Chief Financial Officer, Vice
                             President - Finance and Treasurer
                             (Principal Financial Officer)

Date: April 24, 2002         /s/ Jeff S. Stewart
                             --------------------------------------------------
                             Jeff S. Stewart, Corporate Controller (Principal
                             Accounting Officer)

Date: April 24, 2002         /s/ William Swindells
                             --------------------------------------------------
                             William Swindells, Chairman
                             of the Board and Director

Date: April 23, 2002         /s/ James Declusin
                             --------------------------------------------------
                             James Declusin, Director

Date: April 24, 2002         /s/ Harry L. Demorest
                             --------------------------------------------------
                             Harry L. Demorest, Director

Date: April 24, 2002         /s/ David L. Parkinson
                             --------------------------------------------------
                             David L. Parkinson, Director

Date: April   , 2002
                             --------------------------------------------------
                             Stephen P. Reynolds, Director

Date: April 24, 2002         /s/ John A. Sproul
                             --------------------------------------------------
                             John A. Sproul, Director

Date: April 24, 2002         /s/ Frank M. Walker
                             --------------------------------------------------
                             Frank M. Walker, Director


                                      II-4
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NUMBER   DESCRIPTION OF EXHIBIT

5.1              Opinion of Schwabe, Williamson & Wyatt, P.C. (and Consent)

23.1             Consent of Independent Accountants - PricewaterhouseCoopers LLP

23.2             Consent of Schwabe, Williamson & Wyatt, P.C. is contained in
                 Exhibit 5.1
24.1             Powers of Attorney of directors and officers of the Registrant
                 are included on the signature page of this Registration
                 Statement
99.1             2002 Non-Employee Director Stock Option Plan

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "s8stkop.txt", "description": "NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 2002", "secsgml_size_bytes": 20509}]
{"company-data": {"conformed-name": "OREGON STEEL MILLS INC", "cik": "0000830260", "assigned-sic": "3312", "irs-number": "940506370", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86980", "film-number": "02621450"}, "business-address": {"street1": "1000 SW BROADWAY", "street2": "STE 2200", "city": "PORTLAND", "state": "OR", "zip": "97205", "phone": "5032405788"}, "mail-address": {"street1": "PO BOX 5368", "city": "PORTLAND", "state": "OR", "zip": "97228"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                                             -----------------
                                        REGISTRATION NO. 333-
                                                             ------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------
                            OREGON STEEL MILLS, INC.
             (Exact name of registrant as specified in its charter)

                         Delaware                               94-0506370
                         --------                               ----------
              (State or other jurisdiction of                (I.R.S. Employer
              incorporation or organization)                Identification No.)

              1000 S.W. Broadway, Suite 2200
                     Portland, Oregon                              97205
                     ----------------                              -----
         (Address of Principal Executive Offices)               (Zip Code)

                  2002 Non-Employee Director Stock Option Plan
                  --------------------------------------------
                            (Full title of the plan)

                                  Joe E. Corvin
                      President and Chief Executive Officer
                         1000 S.W. Broadway, Suite 2200
                             Portland, Oregon 97205
                             ----------------------
                     (Name and address of agent for service)

                                  503.223.9228
                                  ------------
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                              Carmen M. Calzacorta
                        Schwabe, Williamson & Wyatt, P.C.
               1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center
                             Portland, Oregon 97204
                                  503.222.9981

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                              Amount to be          Proposed Maximum        Proposed Maximum           Amount of
 Title of Securities to        Registered          Offering Price Per      Aggregate Offering      Registration Fee
     be Registered                                       Share                    Price
------------------------- ---------------------- ----------------------- ------------------------ --------------------
Common Stock, $.01 par        150,000(2)              $8.18 (1)              $1,227,000 (1)           $112.88
----------------------------------------------------------------------------------------------------------------------
(1)      This estimate is based on the average of the high and low sales prices
         of the common stock of Oregon Steel Mills, Inc., as reported on the New
         York Stock Exchange on April 23, 2002 pursuant to Rule 457(c) and (h),
                                --------------
         solely for purposes of determining the registration fee.

(2)      Pursuant to Rule 416, also covers additional securities that may be
         issuable as a result of stock splits, stock dividends recapitalizations
         or similar transactions.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information required to be included in
Part I of this Registration Statement will be sent or given to all persons who
are eligible to participate in the 2002 Non-Employee Director Stock Option Plan
as specified by Rule 428. Pursuant to Rule 424, those documents are not required
to be filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements. Those
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").

                                      I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to "incorporate by reference" the documents that we
file with them pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE
ACT"). This means that we can disclose important information to you by referring
to those documents. The information in the documents incorporated by reference
is considered to be part of this Registration Statement, and information in
documents that we file with the SEC in the future will automatically update and
supersede this information. We have filed the following documents with the SEC,
which are incorporated by reference in this Registration Statement:

(a)      Annual report on Form 10-K for the year ended December 31, 2001; and

(b)      The description of our common stock contained in our Registration
         Statement on Form 8-A and any amendment or report filed for the purpose
         of updating such description.

         All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment that indicates that all the securities
offered hereby have been sold or that deregisters all the securities remaining
unsold, will be deemed to be incorporated by reference in this Registration
Statement and to be a part of this Registration Statement from the date of the
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides, in summary, that
a corporation may indemnify a director, officer, employee or agent of a
corporation (i) in the case of third-party claims, against certain expenses
incurred by such person in connection with any action, suit or proceeding
brought or threatened against such person by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation, 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 (ii) in the case
of actions by or in the right of the corporation, against certain expenses
incurred by such person in connection with the defense or settlement of such an
action, 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, however, that, in the case of actions by or in the right of the
corporation, if such person is adjudged to be liable to the corporation, no
indemnification can be made unless a court determines that such person is fairly
and reasonably entitled to indemnification. Indemnification also is authorized
with respect to any criminal action or proceeding where, in addition to the
criteria stated under (i) above, a director, officer, employee or agent had no
reasonable cause to believe that his or her conduct was unlawful. Section 145 of
the GCL furthermore provides that a corporation must indemnify a director,
officer, employee or agent of the corporation to the extent that he or she is
successful on the merits or otherwise in defending any of the actions, suits or
proceedings described above.

         The Registrant's Restated Certificate of Incorporation (the "RESTATED
CERTIFICATE") and Bylaws provide for the indemnification by the Registrant of
directors, officers, employees and agents to the fullest

                                      II-1
extent permitted by Section 145 of the Delaware GCL. Additionally, Section 145
of the Delaware GCL permits a corporation to purchase and maintain insurance on
behalf of its directors, officers, employees and agents against any liability
asserted against such persons and incurred by such persons, or arising out of
such persons' status as such. The Registrant maintains an insurance policy
covering its directors and officers against such liability.

         The Registrant also has entered into indemnification agreements with
certain directors and executive officers. The agreements provide that the
Registrant will indemnify the director or officer to the fullest extent allowed
by the Restated Certificate and applicable law. In addition, the agreements
provide that the Registrant will indemnify the director or officer for all
expenses and liabilities relating to any proceeding in which the director or
officer is made a party by reason of being an agent of the Registrant. The
agreements also provide for mandatory insurance coverage for the director or
officer.

         Section 102 of the Delaware GCL provides that a corporation, in its
Certificate of Incorporation, may eliminate the personal liability of its
directors to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, other than liability for (1) any breach of the
director's duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) any transaction from which the director derived an
improper personal benefit and (4) unlawful payment of dividends or unlawful
stock purchases or redemptions. The Restated Certificate provides for the
elimination, to the fullest extent permitted by law, of personal liability of
its directors for monetary damages for breach of fiduciary duty as a director.
Reference is made to the Restated Certificate of Incorporation filed as Exhibit
3.1 to the Company's annual report on Form 10-K for the year ended December 31,
1999, filed on March 29, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

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

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

            (ii)  to reflect in the prospectus any facts or events arising after
                  the effective date of this 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 this 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

                                      II-2
(iii) to include any material information with respect to the
                  plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

            provided, however, that clauses (1)(i) and (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 clauses is contained in periodic reports filed with or furnished
        to the Commission by the Registrant pursuant to Section 13 or Section
        15(d) of the Securities Exchange Act of 1934 that are incorporated by
        reference into this Registration Statement;

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

        (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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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-3
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 Portland, State of Oregon, on April 24, 2002.

                                       OREGON STEEL MILLS, INC.

                                       /s/ Joe E. Corvin
                                       ------------------------------------
                                       Joe E. Corvin, President and Chief
                                       Executive Officer

         Each person whose signature appears below constitutes and appoints each
of L. Ray Adams and Jeff S. Stewart his true and lawful attorney-in-fact and
agent, each with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent with full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done hereof.

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

Date: April 24, 2002         /s/ Joe E. Corvin
                             -------------------------------------------------
                             Joe E. Corvin, President, Chief Executive Officer
                             and Director (Principal Executive Officer)

Date: April 24, 2002         /s/ L. Ray Adams
                             -------------------------------------------------
                             L. Ray Adams, Chief Financial Officer, Vice
                             President - Finance and Treasurer
                             (Principal Financial Officer)

Date: April 24, 2002         /s/ Jeff S. Stewart
                             --------------------------------------------------
                             Jeff S. Stewart, Corporate Controller (Principal
                             Accounting Officer)

Date: April 24, 2002         /s/ William Swindells
                             --------------------------------------------------
                             William Swindells, Chairman
                             of the Board and Director

Date: April 23, 2002         /s/ James Declusin
                             --------------------------------------------------
                             James Declusin, Director

Date: April 24, 2002         /s/ Harry L. Demorest
                             --------------------------------------------------
                             Harry L. Demorest, Director

Date: April 24, 2002         /s/ David L. Parkinson
                             --------------------------------------------------
                             David L. Parkinson, Director

Date: April   , 2002
                             --------------------------------------------------
                             Stephen P. Reynolds, Director

Date: April 24, 2002         /s/ John A. Sproul
                             --------------------------------------------------
                             John A. Sproul, Director

Date: April 24, 2002         /s/ Frank M. Walker
                             --------------------------------------------------
                             Frank M. Walker, Director

                                      II-4
EXHIBIT INDEX
                                  -------------

EXHIBIT NUMBER   DESCRIPTION OF EXHIBIT

5.1              Opinion of Schwabe, Williamson & Wyatt, P.C. (and Consent)

23.1             Consent of Independent Accountants - PricewaterhouseCoopers LLP

23.2             Consent of Schwabe, Williamson & Wyatt, P.C. is contained in
                 Exhibit 5.1
24.1             Powers of Attorney of directors and officers of the Registrant
                 are included on the signature page of this Registration
                 Statement
99.1             2002 Non-Employee Director Stock Option Plan

                                      II-5