As filed with the Securities and Exchange Commission on March 14, 2001
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          BIRMINGHAM STEEL CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 13-3213634
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

                       1000 Urban Center Drive, Suite 300
                            Birmingham, Alabama 35242
                    (Address of Principal Executive Offices)

             BIRMINGHAM STEEL CORPORATION 2000 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                      Catherine W. Pecher, Vice President-
                     Administration and Corporate Secretary
                       1000 Urban Center Drive, Suite 300
                            Birmingham, Alabama 35242
                     (Name and address of agent for service)
                                 (205) 970-1200
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                           Jerry F. Perkins, Jr., Esq.
                                Burr & Forman LLP
                          SouthTrust Tower, Suite 3100
                              420 North 20th Street
                            Birmingham, Alabama 35203

                         CALCULATION OF REGISTRATION FEE

---------------  -------------- --------------- ----------------  -------------
                                   Proposed         Proposed
Securities                          Maximum          Maximum        Amount of
to be             Amount to be   Offering Price     Aggregate      Registration
Registered        Registered      Per Share (1)  Offering Price       Fee
---------------  -------------- ---------------  ---------------  -------------
Common Stock,
par value $0.01    200,000 (2)      $1.315           $263,000        $65.75
---------------  -------------- ---------------  ---------------  -------------

(1)  The Proposed  Maximum  Offering Price per Share was determined  pursuant to
     Rule 457(h) under the  Securities  Act of 1933, as amended,  to be equal to
     $1.315  per  share,  the  average  of  the  high  and  low  prices  of  the
     Registrant's Common Stock on March 12, 2001.
(2)  Pursuant to Rule 416 of the Securities Act of 1933, as amended,  the number
     of shares of common stock registered on this Registration Statement will be
     increased as a result of future stock  splits,  stock  dividends of similar
     transactions.

                                     PART I

                                EXPLANATORY NOTE

     Birmingham Steel Corporation (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 200,000 shares of common stock,  $.01
par value per share (the "Common Stock"),  to be offered or sold pursuant to the
terms and conditions of the  Birmingham  Steel  Corporation  2000 Director Stock
Option Plan (the "Plan").

     A  prospectus  meeting  the  requirements  of Part I of Form  S-8 has  been
prepared.  Such  prospectus is not included in this  Registration  Statement but
will be delivered to all  participants  in the Plan  pursuant to Rule  428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

     The  following  documents  filed  by  Registrant  with the  Securities  and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

(1)  The  Registrant's  Annual Report on Form 10-K,  as amended,  for the fiscal
     year ended June 30, 2000;

(2)  The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
     September 30, 2000, and December 31, 2000; and

(3)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration  Statement on Form 8-A filed with the  Securities and Exchange
     Commission on January 22, 1988.

     All documents  subsequently  filed by the  Registrant  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 indicates that all securities offered
hereby have been sold or which  deregisters  all such  securities then remaining
unsold,  shall be deemed to be  incorporated  by  reference  in and to be a part
hereof from the date of 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  Registrant  is a Delaware  corporation.  Section  145 of the  Delaware
General Corporation Law empowers a Delaware  corporation to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative (other than an action by or in the right of such
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  A corporation  may indemnify  such person  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
A corporation may, in advance of the final  disposition of any civil,  criminal,
administrative  or investigative  action,  suit or proceeding,  pay the expenses
(including  attorneys'  fees)  incurred by any officer or director in  defending
such  action,  provided  that the director or officer  undertakes  to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must indemnify such
officer or director against the expenses (including attorneys' fees) which he or
she   actually   and   reasonably   incurred  in   connection   therewith.   The
indemnification  provided is not deemed to be  exclusive  of any other rights to
which an officer or director  may be entitled  under any  corporation's  bylaws,
agreement, vote or otherwise.

     The  Registrant's  by-laws  provide for  indemnification  of directors  and
officers of the Registrant to the fullest extent permitted by Delaware law.

     In addition,  the Registrant  maintains  directors' and officers' liability
insurance covering certain liabilities incurred by its officers and directors in
connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

     The  following  exhibits are filed  herewith or  incorporated  by reference
herein as part of this Registration Statement:

Exhibit           Description

4.1  Restated  Certificate of Incorporation  of the Registrant  (incorporated by
     reference  from  Registrant's  Registration  Statement  on Form 8-A,  filed
     November 16, 1986, Exhibit 2.2).
4.2  By-Laws of the  Registrant as amended on August 3, 1999,  (incorporated  by
     reference  from  Registrant's  Current  Report on Form 8-K filed August 11,
     1999, Exhibit 3.1).
4.3  Shareholder  Rights Plan of  Registrant  (incorporated  by  reference  from
     Registrant's Registration Statement on Form 8-A filed on January 23, 1996).
4.4  Birmingham Steel Corporation 2000 Director Stock Option Plan.
5.1  Opinion of Burr & Forman LLP regarding legality of shares being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Burr & Forman LLP (included in Exhibit 5.1).
24   Power  of  Attorney  of  the  Officers  and  Directors  of  the  Registrant
     (contained within signature page).

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  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;

(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.

(4)  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 herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the 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.



<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 Birmingham,  State of Alabama, on this the 14th day of
March, 2001.

                          BIRMINGHAM STEEL CORPORATION


                                By:    /s/ Catherine W. Pecher
                                       -----------------------
                               Catherine W. Pecher
                                           Vice President-Administration and
                                              Corporate Secretary


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Catherine W. Pecher, his or her attorney-in-fact,
for  him or her in any and  all  capacities,  to  sign  any  amendments  to this
Registration  Statement,  and to file the same, with exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  her
substitute, may do or cause to be done by virtue 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 dates indicated.


Signature                       Title                           Date
---------------------          -----------------------------    ---------------

/s/ John D. Correnti           Chairman of the Board,           March 14, 2001
----------------------         Chief Executive Officer,
    John D. Correnti           Director


/s/ James A. Todd, Jr.         Vice Chairman of the Board,      March 14, 2001
----------------------         Chief Administrative Officer,
James A. Todd, Jr.             Director


/s/ Donna M. Alvarado          Director                         March 14, 2001
----------------------
Donna M. Alvarado


/s/ Steven R. Berrard          Director                         March 14, 2001
----------------------
Steven R. Berrard


/s/ Alvin R. Carpenter         Director                         March 14, 2001
----------------------
Alvin R. Carpenter


/s/ Jerry E. Dempsey           Director                         March 14, 2001
----------------------
Jerry E. Dempsey


/s/ Robert M. Gerrity          Director                         March 14, 2001
----------------------
Robert M. Gerrity


/s/ James W. McGlothlin        Director                         March 14, 2001
-----------------------
James W. McGlothlin


/s/ Richard de J. Osborne      Director                         March 14, 2001
-------------------------
Richard de J. Osborne


/s/ Robert H. Spilman          Director                         March 14, 2001
----------------------
Robert H. Spilman


/s/ J. Daniel Garrett          Chief Financial Officer,         March 14, 2001
----------------------         Vice President - Finance
J. Daniel Garrett


/s/ Brant R. Holladay          Controller                       March 14, 2001
----------------------
Brant R. Holladay


<PAGE>


                                  EXHIBIT INDEX

Exhibit           Description


4.1  Restated  Certificate of Incorporation  of the Registrant  (incorporated by
     reference  from  Registrant's  Registration  Statement  on Form 8-A,  filed
     November 16, 1986, Exhibit 2.2).
4.2  By-Laws of the  Registrant as amended on August 3, 1999,  (incorporated  by
     reference  from  Registrant's  Current  Report on Form 8-K filed August 11,
     1999, Exhibit 3.1).
4.3  Shareholder  Rights Plan of  Registrant  (incorporated  by  reference  from
     Registrant's Registration Statement on Form 8-A filed on January 23, 1996).
4.4  Birmingham Steel Corporation 2000 Director Stock Option Plan.
5.1  Opinion of Burr & Forman LLP regarding legality of shares being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Burr & Forman LLP (included in Exhibit 5.1).
24   Power  of  Attorney  of  the  Officers  and  Directors  of  the  Registrant
     (contained within signature page).


<PAGE>
                                                                     EXHIBIT 4.4

                          BIRMINGHAM STEEL CORPORATION
                         2000 DIRECTOR STOCK OPTION PLAN




Section 1.    Purpose of the Plan.
--------------------------------------
     The purpose of the Birmingham Steel  Corporation 2000 Director Stock Option
Plan (the  "Plan")  is to  provide  stock  based  compensation  to  non-employee
directors of Birmingham Steel  Corporation (the "Company") in order to encourage
the highest level of director  performance and to promote long-term  shareholder
value by providing such  directors with a proprietary  interest in the Company's
success and progress through grants of options ("Options") to purchase shares of
the Company's common stock ("Common Stock").


Section 2.    Certain Definitions.
--------------------------------------
(a)  "Board" means the Board of Directors of the Company.
(b)  "Change of Control" has the meaning set forth in Section 7(b) hereof.
(c)  "Change of Control  Price" shall have the meaning set forth in Section 7(d)
     hereof.
(d)  "Code" means the Internal Revenue Code of 1986, as amended.
(e)  "Committee" means the Compensation and Stock Option Committee of the Board.
(f)  "Common Stock" means the common stock of the Company.
(g)  "Company" means Birmingham Steel Corporation, a Delaware corporation.
(h)  "Disability"  means a permanent and total  disability  as determined  under
     procedures  established  by the  Committee  for  purposes of the Plan.  The
     determination  of  Disability  for  purposes  of  this  Plan  shall  not be
     construed to be an admission of disability for any other purpose.
(i)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(j)  "Fair Market Value" means,  as of any given date,  the closing price of the
     Common  Stock on the New York  Stock  Exchange  Composite  Tape or,  if not
     listed on such exchange,  any other  national  exchange on which the Common
     Stock is listed or on NASDAQ.  If there is no regular public trading market
     for  such  stock,  the  Fair  Market  Value of the  Common  Stock  shall be
     determined by the Committee in good faith.
(k)  "Non-Employee  Director"  means  each  member  of the  Board  who is not an
     employee  of the  Company  or any of its  subsidiaries  at the date of each
     grant or award.
(l)  "Options" means options to purchase shares of Common Stock granted pursuant
     to Section 6 of the Plan.
(m)  "Plan" means the Birmingham  Steel  Corporation  2000 Director Stock Option
     Plan.
(n)  "Potential  Change of Control"  has the  meaning set forth in Section  7(c)
     hereof.
(o)  "Rule  16b-3" means Rule 16b-3,  as  currently in effect or as  hereinafter
     amended or modified, promulgated under the Exchange Act.


Section 3.    Administration of the Plan.
---------------------------------------------
     The  Plan  shall be  administered  by the  Compensation  and  Stock  Option
Committee  of the  Board of  Directors  of the  Company.  Grants of  Options  to
purchase Common Stock under the Plan shall be made  automatically as provided in
Section 6 hereof.  However, the Committee shall have full authority to interpret
the Plan, to promulgate such rules and  regulations  with respect to the Plan as
it  deems  desirable,   and  to  make  all  other  determinations  necessary  or
appropriate for the administration of the Plan, and such determination  shall be
final and binding upon all persons having an interest in the Plan.


Section 4.    Common Stock Subject to the Plan.
---------------------------------------------------
     The total  number of shares of Common  Stock  reserved  and  available  for
distribution under the Plan shall be 200,000.  Such shares may consist, in whole
or in part, of authorized and unissued shares or treasury shares.  If any shares
of Common  Stock that have been  optioned  cease to be  subject to option,  such
shares shall again be  available  for  distribution  in  connection  with future
awards under the Plan.

     In   the   event   of   any    merger,    reorganization,    consolidation,
recapitalization,  Common Stock dividend, or other change in corporate structure
affecting the Common Stock,  a substitution  or adjustment  shall be made in the
aggregate  number  of shares  reserved  for  issuance  under the Plan and in the
number and option price of shares subject to outstanding  Stock Options  granted
under the Plan as may be determined to be appropriate  by the Committee,  in its
sole  discretion,  provided that the number of shares subject to any award shall
always be a whole number.


Section 5.    Participation.
--------------------------------
Each Non-Employee Director shall be eligible to participate in the Plan.


Section 6.    Non-Qualified Stock Options.
----------------------------------------------

(a)  General.  Options granted to Non-Employee Directors under the Plan shall be
     options which are not intended to be "incentive  stock options"  within the
     meaning of Section 422 of the Code.

(b)  Annual Grant of Options.  Options  covering  5000 shares of common stock of
     the Company shall be granted to each Non-Employee Director automatically on
     the date of the annual meeting of the Company's stockholders each year.

(c)  Terms of Options.  Options  granted  under the Plan shall be evidenced by a
     written  agreement  in such form as the  Committee  shall from time to time
     approve, which agreements shall comply with and be subject to the following
     terms and conditions:

     (i)  Option Price.  The option price per share of Common Stock  purchasable
          under an Option  shall not be less than 100% of the Fair Market  Value
          of the Common Stock on the date of the grant of the Option.

     (ii) Option Term.  Each Option shall be exercisable  for a term of ten (10)
          years  from  the  date  such  Option  is  granted  (subject  to  prior
          termination as hereinafter provided).

     (iii)Exercisability.  Except as provided in Sections 7 and 8, Options shall
          not become first  exercisable  by their terms until the  expiration of
          one (1) year from the date of the grant of the Option.

     (iv) Method of  Exercise.  Options may be  exercised in whole or in part at
          any time during the option period by giving written notice of exercise
          to the  Company  specifying  the  number of  shares  to be  purchased,
          accompanied  by payment in full of the  purchase  price,  in cash,  by
          check or such other  instrument as may be acceptable to the Committee.
          Payment  in  full  or in  part  may  also  be  made  in  the  form  of
          unrestricted  Common Stock already owned by the optionee (based on the
          Fair  Market  Value of the  Common  Stock on the  date the  Option  is
          exercised).  No shares  of Common  Stock  shall be issued  until  full
          payment  therefor has been made.  An optionee  shall have the right to
          dividends  or other  rights of a  stockholder  with  respect to shares
          subject to an Option for which the optionee has given  written  notice
          of exercise and has paid in full for such shares.

(d)  Non-transferability of Options; Exception. Except as otherwise set forth in
     this  Section  6(v),  no  Option  shall  be  transferable  by the  optionee
     otherwise than by will or by the laws of descent and distribution,  and all
     Options shall be exercisable,  during the optionee's lifetime,  only by the
     optionee.  Notwithstanding  the  foregoing,  an optionee  can elect to have
     Options transferred to members of an optionee's immediate family, including
     trusts for the benefit of such family  members  and  partnerships  in which
     such family  members are the only  partners.  For  purposes of Section 8, a
     transferred  Option may be exercised by the  transferee  only to the extent
     that  the  optionee  would  have  been  entitled  had the  option  not been
     transferred.

Section 7.    Change of Control.
------------------------------------
     The  following  acceleration  and valuation  provisions  shall apply in the
event of a "Change of Control" or  "Potential  Change of Control," as defined in
this Section 7:

     (a) In the event of a "Change of  Control,"  as  defined  in  Section  7(b)
below,  unless otherwise  determined by the Committee or the Board in writing at
or after the  grant of awards  hereunder,  but prior to the  occurrence  of such
Change of Control,  or, if and to the extent so  determined  by the Committee or
the Board in writing at or after the grant of awards  hereunder  (subject to any
right of approval  expressly  reserved by the Committee or the Board at the time
of such  determination)  in the event of a  "Potential  Change of  Control,"  as
defined in Section 7(c) below:

          (i) any Options awarded under the Plan not previously  exercisable and
     vested shall become fully exercisable and vested;

          (ii)  the  value  of all  outstanding  Options  shall,  to the  extent
     determined by the  Committee on or after grant,  be cashed out on the basis
     of the "Change of Control  Price" (as defined in Section  7(d) below) as of
     the date the Change of  Control  occurs or  Potential  Change of Control is
     determined  to have  occurred,  or such  other  date as the  Committee  may
     determine prior to the Change of Control or Potential Change of Control.

     (b) For  purposes of Section  7(a) above,  a "Change of Control"  means the
happening of any of the following:

          (i) when any  "person,"  as such  term is used in  Sections  13(d) and
     14(d) of the Exchange  Act (other than the Company or any Company  employee
     benefit plan, including its trustee),  is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act),  directly or indirectly,
     of securities of the Company  representing  twenty percent (20%) or more of
     the combined voting power of the Company's then outstanding securities;

          (ii) when,  during any period of two consecutive  years or less during
     the  existence  of the Plan,  individuals  who,  at the  beginning  of such
     period,  constituted  the Board of Directors  (the  "Incumbent  Directors")
     cease,  for any reason other than death,  to constitute at least a majority
     thereof; provided,  however, that any director who was elected or nominated
     by at least  two-thirds of the Incumbent  Directors who remain on the Board
     of  Directors at the time of such  election or  nomination  shall,  for all
     purposes of this subparagraph  (iii), be treated as an Incumbent  Director;
     or

          (iii)the occurrence of a transaction  requiring  stockholder  approval
     for the acquisition of the Company by an entity other than the Company or a
     subsidiary  of the Company  through  purchase of assets,  or by merger,  or
     otherwise.

     (c) For  purposes of Section 7(a) above,  a  "Potential  Change of Control"
means the happening of any of the following:

          (i) the entering into an agreement by the Company, the consummation of
     which  would  result in a Change of  Control  of the  Company as defined in
     Section 7(b) above; or

          (ii) the acquisition of beneficial  ownership  directly or indirectly,
     by any entity, person or group (other than the Company, a subsidiary of the
     Company,  or any Company employee  benefit plan,  including its trustee) of
     securities  of the Company  representing  five  percent (5%) or more of the
     combined  voting  power of the  Company's  outstanding  securities  and the
     adoption by the Board of  Directors  of a  resolution  to the effect that a
     Potential  Change of Control of the Company has  occurred  for  purposes of
     this Plan.

     (d) For  purposes of this  Section 7,  "Change of Control  Price" means the
highest price per share paid in any  transaction  reported on the New York Stock
Exchange, or paid or offered in any transaction related to a potential or actual
Change of Control of the Company at any time during the preceding sixty (60) day
period as determined by the Committee, except that, in the case of Options, such
price  shall be based only on  transactions  reported  for the date on which the
Committee decides to cash out such Options.


Section 8.    Termination of Directorship.
----------------------------------------------
     (a) Termination by Reason of Disability or Death. Upon the termination of a
Non-Employee Director by reason of Disability or death, any Options held by such
optionee shall be  immediately  exercisable,  notwithstanding  the provisions of
Section 6 hereof,  and may be thereafter be exercised by the optionee or, in the
case of death,  by the legal  representative  of the estate or by the legatee of
the optionee under the will of the optionee,  until the expiration of the stated
term of such Options.

     (b)  Termination  by Reason of  Retirement.  If an  optionee's  status as a
Non-Employee  Director with the Company terminates by reason of retirement,  any
Options  held by such  optionee  may  thereafter  be  exercised,  to the  extent
exercisable  under the  provisions of Section 6 hereof,  until the expiration of
the stated term of the Options.  If the retired  optionee dies while any Options
are still outstanding, such Options may be exercised by the legal representative
of the estate or by the legatee of the optionee  under the will of the optionee,
until the expiration of the stated term of the Options.

     (c) Other Termination. Upon the termination of a Non-Employee Director with
the Company  for any reason  other than  Disability,  death or  retirement,  any
Options held by such optionee  shall  terminate as of the effective date of such
Non-Employee Director's termination.


Section 9.    Termination or Amendment of the Plan.
-------------------------------------------------------

     The Board may suspend or terminate  the Plan or any portion  thereof at any
time,  and the Board may amend the Plan from time to time as may be deemed to be
in the best interests of the Company; provided, however, that no such amendment,
alteration or discontinuation  shall be made (a) that would impair the rights of
a Non-Employee  Director with respect to Options  theretofore  awarded,  without
such person's  consent,  or (b) without the approval of the  stockholders (i) if
such  approval  is  necessary  to  comply  with  any  legal,  tax or  regulatory
requirement,  including any approval  requirement  which is a  prerequisite  for
exemptive relief from Section 16(b) of the Exchange Act; or (ii) to increase the
maximum  number of shares  subject to this Plan,  or change  the  definition  of
persons  eligible to receive awards under this Plan, or (c) if the Plan has been
amended within the preceding six (6) months,  unless such amendment is necessary
to comply with changes in the Internal Revenue Code of 1986, as amended,  or the
Employee   Retirement  Income  Security  Act  of  1974,  as  amended,  or  rules
promulgated thereunder.

Section 10.   Section 16.

     It is  intended  that the Plan and any grants  made to a person  subject to
Section 16 of the Exchange Act meet all of the  requirements  of Rule 16b-3.  If
any provision of the Plan or any award  hereunder  would  disqualify the Plan or
such award,  or would  otherwise not comply with Rule 16b-3,  such  provision or
award shall be construed or deemed amended to conform to Rule 16b-3.

Section 11.   General Provisions.

(a)  No Right of  Continued  Service.  Nothing  in the Plan  shall be  deemed to
     create any obligation on the part of the Board to nominate any Non-Employee
     Director for reelection by the Company's stockholders.

(b)  Payment of Taxes.  Any optionee  shall,  no later than the date as of which
     the value of any  portion of the Option  first  becomes  includable  in the
     optionee's gross income for federal income tax purposes,  make arrangements
     satisfactory  to the  Committee  regarding  payment of any federal,  state,
     local or FICA taxes of any kind required by law to be withheld with respect
     to the Option.

(c)  Shares.  The shares of Common  Stock  issued  upon the  exercise of Options
     under the Plan may be either authorized but unissued shares or shares which
     have been or may be reacquired by the Company,  as determined  from time to
     time by the Board.

(d)  Governing Law. The Plan and all actions taken  thereunder shall be governed
     by and  construed  in  accordance  with the laws of the  State of  Delaware
     (other  than its law  respecting  the  choice  of law).  The Plan  shall be
     construed to comply with all applicable laws, and to avoid liability to the
     Company  or  a  Non-Employee  Director,   including,   without  limitation,
     liability under Section 169(b) of the Exchange Act.

(e)  Term of Plan.  No Option shall be granted  pursuant to the Plan on or after
     the tenth anniversary of the effective date of the Plan, but awards granted
     prior to such date may extend beyond that date.

(f)  Headings.  The headings  contained in this Plan are for reference  purposes
     only and shall not affect the meaning or interpretation of this Plan.

(g)  Severability. If any provision of this Plan shall for any reason be held to
     be invalid or unenforceable,  such invalidity or unenforceability shall not
     affect any other provision  hereof,  and this Plan shall be construed as if
     such invalid or unenforceable provision were omitted.

(h)  Successor  and  Assigns.  This Plan  shall  inure to the  benefit of and be
     binding  upon each  successor  and assign of the Company.  All  obligations
     imposed upon a Non-Employee Director, and all rights granted to the Company
     hereunder,  shall be binding upon the Non-Employee  Director's heirs, legal
     representatives and successors.



                                                                     EXHIBIT 5.1


   Gene T. Price
Direct dial (205) 458-5328
Internet: GPrice@Burr.com

                                           March 14, 2001




Birmingham Steel Corporation
1000 Urban Center Drive
Suite 300
Birmingham, Alabama   35242

    RE:      Birmingham Steel Corporation 2000 Director Stock Option Plan

Ladies and Gentlemen:

     We  have  acted  as   counsel  to   Birmingham   Steel   Corporation   (the
"Corporation")  in connection  with the  registration  with the  Securities  and
Exchange  Commission on Form S-8 of 200,000 shares of the  Corporation's  common
stock,  par value $.01 (the "Common  Stock"),  which may be issued in connection
with the  Corporation's  2000 Director Stock Option Plan. In connection with the
registration, we have examined such corporate records,  certificates,  and other
documents  as we  considered  necessary  or  appropriate  for  the  purposes  of
delivering this opinion.

     On the basis of the foregoing,  we are of the opinion that the Common Stock
offered  pursuant  to the  Registration  Statement  has been  duly  and  validly
authorized and is, or when issued in accordance  with the  respective  governing
documents will be, duly and validly issued, fully paid, and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                                     Yours very truly,

                                                     /s/ Burr & Forman LLP
                                                         -----------------
                                                         Burr & Forman LLP




                                                                    EXHIBIT 23.1

                          Consent of Ernst & Young LLP


     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) pertaining to the Birmingham  Steel  Corporation  2000 Director Stock
Option  Plan  of  our  report  dated  August  10,  2000,  with  respect  to  the
consolidated  financial  statements and schedule of Birmingham Steel Corporation
included  in its Annual  Report  (Form  10-K) for the year ended June 30,  2000,
filed with the Securities and Exchange Commission.




                                                 /s/ Ernst & Young LLP
                                                     -----------------
                                                     Ernst & Young LLP

Birmingham, Alabama
March 14, 2001
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 FOR 2000 DIRECTOR STOCK OPTION PLAN", "secsgml_size_bytes": 37357}]
{"company-data": {"conformed-name": "BIRMINGHAM STEEL CORP", "cik": "0000779334", "assigned-sic": "3312", "irs-number": "133213634", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57032", "film-number": "1568261"}, "business-address": {"street1": "1000 URBAN CENTER DRIVE", "street2": "SUITE 300", "city": "BIRMINGHAM", "state": "AL", "zip": "35242", "phone": "2059701200"}, "mail-address": {"street1": "P.O. BOX 1208", "city": "BIRMINGHAM", "state": "AL", "zip": "35201-1208"}}
As filed with the Securities and Exchange Commission on March 14, 2001
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          BIRMINGHAM STEEL CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 13-3213634
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

                       1000 Urban Center Drive, Suite 300
                            Birmingham, Alabama 35242
                    (Address of Principal Executive Offices)

             BIRMINGHAM STEEL CORPORATION 2000 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                      Catherine W. Pecher, Vice President-
                     Administration and Corporate Secretary
                       1000 Urban Center Drive, Suite 300
                            Birmingham, Alabama 35242
                     (Name and address of agent for service)
                                 (205) 970-1200
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                           Jerry F. Perkins, Jr., Esq.
                                Burr & Forman LLP
                          SouthTrust Tower, Suite 3100
                              420 North 20th Street
                            Birmingham, Alabama 35203

                         CALCULATION OF REGISTRATION FEE

---------------  -------------- --------------- ----------------  -------------
                                   Proposed         Proposed
Securities                          Maximum          Maximum        Amount of
to be             Amount to be   Offering Price     Aggregate      Registration
Registered        Registered      Per Share (1)  Offering Price       Fee
---------------  -------------- ---------------  ---------------  -------------
Common Stock,
par value $0.01    200,000 (2)      $1.315           $263,000        $65.75
---------------  -------------- ---------------  ---------------  -------------

(1)  The Proposed  Maximum  Offering Price per Share was determined  pursuant to
     Rule 457(h) under the  Securities  Act of 1933, as amended,  to be equal to
     $1.315  per  share,  the  average  of  the  high  and  low  prices  of  the
     Registrant's Common Stock on March 12, 2001.
(2)  Pursuant to Rule 416 of the Securities Act of 1933, as amended,  the number
     of shares of common stock registered on this Registration Statement will be
     increased as a result of future stock  splits,  stock  dividends of similar
     transactions.

                                     PART I

                                EXPLANATORY NOTE

     Birmingham Steel Corporation (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 200,000 shares of common stock,  $.01
par value per share (the "Common Stock"),  to be offered or sold pursuant to the
terms and conditions of the  Birmingham  Steel  Corporation  2000 Director Stock
Option Plan (the "Plan").

     A  prospectus  meeting  the  requirements  of Part I of Form  S-8 has  been
prepared.  Such  prospectus is not included in this  Registration  Statement but
will be delivered to all  participants  in the Plan  pursuant to Rule  428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

     The  following  documents  filed  by  Registrant  with the  Securities  and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

(1)  The  Registrant's  Annual Report on Form 10-K,  as amended,  for the fiscal
     year ended June 30, 2000;

(2)  The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
     September 30, 2000, and December 31, 2000; and

(3)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration  Statement on Form 8-A filed with the  Securities and Exchange
     Commission on January 22, 1988.

     All documents  subsequently  filed by the  Registrant  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 indicates that all securities offered
hereby have been sold or which  deregisters  all such  securities then remaining
unsold,  shall be deemed to be  incorporated  by  reference  in and to be a part
hereof from the date of 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  Registrant  is a Delaware  corporation.  Section  145 of the  Delaware
General Corporation Law empowers a Delaware  corporation to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative (other than an action by or in the right of such
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  A corporation  may indemnify  such person  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
A corporation may, in advance of the final  disposition of any civil,  criminal,
administrative  or investigative  action,  suit or proceeding,  pay the expenses
(including  attorneys'  fees)  incurred by any officer or director in  defending
such  action,  provided  that the director or officer  undertakes  to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must indemnify such
officer or director against the expenses (including attorneys' fees) which he or
she   actually   and   reasonably   incurred  in   connection   therewith.   The
indemnification  provided is not deemed to be  exclusive  of any other rights to
which an officer or director  may be entitled  under any  corporation's  bylaws,
agreement, vote or otherwise.

     The  Registrant's  by-laws  provide for  indemnification  of directors  and
officers of the Registrant to the fullest extent permitted by Delaware law.

     In addition,  the Registrant  maintains  directors' and officers' liability
insurance covering certain liabilities incurred by its officers and directors in
connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

     The  following  exhibits are filed  herewith or  incorporated  by reference
herein as part of this Registration Statement:

Exhibit           Description

4.1  Restated  Certificate of Incorporation  of the Registrant  (incorporated by
     reference  from  Registrant's  Registration  Statement  on Form 8-A,  filed
     November 16, 1986, Exhibit 2.2).
4.2  By-Laws of the  Registrant as amended on August 3, 1999,  (incorporated  by
     reference  from  Registrant's  Current  Report on Form 8-K filed August 11,
     1999, Exhibit 3.1).
4.3  Shareholder  Rights Plan of  Registrant  (incorporated  by  reference  from
     Registrant's Registration Statement on Form 8-A filed on January 23, 1996).
4.4  Birmingham Steel Corporation 2000 Director Stock Option Plan.
5.1  Opinion of Burr & Forman LLP regarding legality of shares being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Burr & Forman LLP (included in Exhibit 5.1).
24   Power  of  Attorney  of  the  Officers  and  Directors  of  the  Registrant
     (contained within signature page).

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  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;

(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.

(4)  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 herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the 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.
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 Birmingham,  State of Alabama, on this the 14th day of
March, 2001.

                          BIRMINGHAM STEEL CORPORATION

                                By:    /s/ Catherine W. Pecher
                                       -----------------------
                               Catherine W. Pecher
                                           Vice President-Administration and
                                              Corporate Secretary

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Catherine W. Pecher, his or her attorney-in-fact,
for  him or her in any and  all  capacities,  to  sign  any  amendments  to this
Registration  Statement,  and to file the same, with exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  her
substitute, may do or cause to be done by virtue 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 dates indicated.

Signature                       Title                           Date
---------------------          -----------------------------    ---------------

/s/ John D. Correnti           Chairman of the Board,           March 14, 2001
----------------------         Chief Executive Officer,
    John D. Correnti           Director

/s/ James A. Todd, Jr.         Vice Chairman of the Board,      March 14, 2001
----------------------         Chief Administrative Officer,
James A. Todd, Jr.             Director

/s/ Donna M. Alvarado          Director                         March 14, 2001
----------------------
Donna M. Alvarado

/s/ Steven R. Berrard          Director                         March 14, 2001
----------------------
Steven R. Berrard

/s/ Alvin R. Carpenter         Director                         March 14, 2001
----------------------
Alvin R. Carpenter

/s/ Jerry E. Dempsey           Director                         March 14, 2001
----------------------
Jerry E. Dempsey

/s/ Robert M. Gerrity          Director                         March 14, 2001
----------------------
Robert M. Gerrity

/s/ James W. McGlothlin        Director                         March 14, 2001
-----------------------
James W. McGlothlin

/s/ Richard de J. Osborne      Director                         March 14, 2001
-------------------------
Richard de J. Osborne

/s/ Robert H. Spilman          Director                         March 14, 2001
----------------------
Robert H. Spilman

/s/ J. Daniel Garrett          Chief Financial Officer,         March 14, 2001
----------------------         Vice President - Finance
J. Daniel Garrett

/s/ Brant R. Holladay          Controller                       March 14, 2001
----------------------
Brant R. Holladay
EXHIBIT INDEX

Exhibit           Description

4.1  Restated  Certificate of Incorporation  of the Registrant  (incorporated by
     reference  from  Registrant's  Registration  Statement  on Form 8-A,  filed
     November 16, 1986, Exhibit 2.2).
4.2  By-Laws of the  Registrant as amended on August 3, 1999,  (incorporated  by
     reference  from  Registrant's  Current  Report on Form 8-K filed August 11,
     1999, Exhibit 3.1).
4.3  Shareholder  Rights Plan of  Registrant  (incorporated  by  reference  from
     Registrant's Registration Statement on Form 8-A filed on January 23, 1996).
4.4  Birmingham Steel Corporation 2000 Director Stock Option Plan.
5.1  Opinion of Burr & Forman LLP regarding legality of shares being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Burr & Forman LLP (included in Exhibit 5.1).
24   Power  of  Attorney  of  the  Officers  and  Directors  of  the  Registrant
     (contained within signature page).
EXHIBIT 4.4

                          BIRMINGHAM STEEL CORPORATION
                         2000 DIRECTOR STOCK OPTION PLAN

Section 1.    Purpose of the Plan.
--------------------------------------
     The purpose of the Birmingham Steel  Corporation 2000 Director Stock Option
Plan (the  "Plan")  is to  provide  stock  based  compensation  to  non-employee
directors of Birmingham Steel  Corporation (the "Company") in order to encourage
the highest level of director  performance and to promote long-term  shareholder
value by providing such  directors with a proprietary  interest in the Company's
success and progress through grants of options ("Options") to purchase shares of
the Company's common stock ("Common Stock").

Section 2.    Certain Definitions.
--------------------------------------
(a)  "Board" means the Board of Directors of the Company.
(b)  "Change of Control" has the meaning set forth in Section 7(b) hereof.
(c)  "Change of Control  Price" shall have the meaning set forth in Section 7(d)
     hereof.
(d)  "Code" means the Internal Revenue Code of 1986, as amended.
(e)  "Committee" means the Compensation and Stock Option Committee of the Board.
(f)  "Common Stock" means the common stock of the Company.
(g)  "Company" means Birmingham Steel Corporation, a Delaware corporation.
(h)  "Disability"  means a permanent and total  disability  as determined  under
     procedures  established  by the  Committee  for  purposes of the Plan.  The
     determination  of  Disability  for  purposes  of  this  Plan  shall  not be
     construed to be an admission of disability for any other purpose.
(i)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(j)  "Fair Market Value" means,  as of any given date,  the closing price of the
     Common  Stock on the New York  Stock  Exchange  Composite  Tape or,  if not
     listed on such exchange,  any other  national  exchange on which the Common
     Stock is listed or on NASDAQ.  If there is no regular public trading market
     for  such  stock,  the  Fair  Market  Value of the  Common  Stock  shall be
     determined by the Committee in good faith.
(k)  "Non-Employee  Director"  means  each  member  of the  Board  who is not an
     employee  of the  Company  or any of its  subsidiaries  at the date of each
     grant or award.
(l)  "Options" means options to purchase shares of Common Stock granted pursuant
     to Section 6 of the Plan.
(m)  "Plan" means the Birmingham  Steel  Corporation  2000 Director Stock Option
     Plan.
(n)  "Potential  Change of Control"  has the  meaning set forth in Section  7(c)
     hereof.
(o)  "Rule  16b-3" means Rule 16b-3,  as  currently in effect or as  hereinafter
     amended or modified, promulgated under the Exchange Act.

Section 3.    Administration of the Plan.
---------------------------------------------
     The  Plan  shall be  administered  by the  Compensation  and  Stock  Option
Committee  of the  Board of  Directors  of the  Company.  Grants of  Options  to
purchase Common Stock under the Plan shall be made  automatically as provided in
Section 6 hereof.  However, the Committee shall have full authority to interpret
the Plan, to promulgate such rules and  regulations  with respect to the Plan as
it  deems  desirable,   and  to  make  all  other  determinations  necessary  or
appropriate for the administration of the Plan, and such determination  shall be
final and binding upon all persons having an interest in the Plan.

Section 4.    Common Stock Subject to the Plan.
---------------------------------------------------
     The total  number of shares of Common  Stock  reserved  and  available  for
distribution under the Plan shall be 200,000.  Such shares may consist, in whole
or in part, of authorized and unissued shares or treasury shares.  If any shares
of Common  Stock that have been  optioned  cease to be  subject to option,  such
shares shall again be  available  for  distribution  in  connection  with future
awards under the Plan.

     In   the   event   of   any    merger,    reorganization,    consolidation,
recapitalization,  Common Stock dividend, or other change in corporate structure
affecting the Common Stock,  a substitution  or adjustment  shall be made in the
aggregate  number  of shares  reserved  for  issuance  under the Plan and in the
number and option price of shares subject to outstanding  Stock Options  granted
under the Plan as may be determined to be appropriate  by the Committee,  in its
sole  discretion,  provided that the number of shares subject to any award shall
always be a whole number.

Section 5.    Participation.
--------------------------------
Each Non-Employee Director shall be eligible to participate in the Plan.

Section 6.    Non-Qualified Stock Options.
----------------------------------------------

(a)  General.  Options granted to Non-Employee Directors under the Plan shall be
     options which are not intended to be "incentive  stock options"  within the
     meaning of Section 422 of the Code.

(b)  Annual Grant of Options.  Options  covering  5000 shares of common stock of
     the Company shall be granted to each Non-Employee Director automatically on
     the date of the annual meeting of the Company's stockholders each year.

(c)  Terms of Options.  Options  granted  under the Plan shall be evidenced by a
     written  agreement  in such form as the  Committee  shall from time to time
     approve, which agreements shall comply with and be subject to the following
     terms and conditions:

     (i)  Option Price.  The option price per share of Common Stock  purchasable
          under an Option  shall not be less than 100% of the Fair Market  Value
          of the Common Stock on the date of the grant of the Option.

     (ii) Option Term.  Each Option shall be exercisable  for a term of ten (10)
          years  from  the  date  such  Option  is  granted  (subject  to  prior
          termination as hereinafter provided).

     (iii)Exercisability.  Except as provided in Sections 7 and 8, Options shall
          not become first  exercisable  by their terms until the  expiration of
          one (1) year from the date of the grant of the Option.

     (iv) Method of  Exercise.  Options may be  exercised in whole or in part at
          any time during the option period by giving written notice of exercise
          to the  Company  specifying  the  number of  shares  to be  purchased,
          accompanied  by payment in full of the  purchase  price,  in cash,  by
          check or such other  instrument as may be acceptable to the Committee.
          Payment  in  full  or in  part  may  also  be  made  in  the  form  of
          unrestricted  Common Stock already owned by the optionee (based on the
          Fair  Market  Value of the  Common  Stock on the  date the  Option  is
          exercised).  No shares  of Common  Stock  shall be issued  until  full
          payment  therefor has been made.  An optionee  shall have the right to
          dividends  or other  rights of a  stockholder  with  respect to shares
          subject to an Option for which the optionee has given  written  notice
          of exercise and has paid in full for such shares.

(d)  Non-transferability of Options; Exception. Except as otherwise set forth in
     this  Section  6(v),  no  Option  shall  be  transferable  by the  optionee
     otherwise than by will or by the laws of descent and distribution,  and all
     Options shall be exercisable,  during the optionee's lifetime,  only by the
     optionee.  Notwithstanding  the  foregoing,  an optionee  can elect to have
     Options transferred to members of an optionee's immediate family, including
     trusts for the benefit of such family  members  and  partnerships  in which
     such family  members are the only  partners.  For  purposes of Section 8, a
     transferred  Option may be exercised by the  transferee  only to the extent
     that  the  optionee  would  have  been  entitled  had the  option  not been
     transferred.

Section 7.    Change of Control.
------------------------------------
     The  following  acceleration  and valuation  provisions  shall apply in the
event of a "Change of Control" or  "Potential  Change of Control," as defined in
this Section 7:

     (a) In the event of a "Change of  Control,"  as  defined  in  Section  7(b)
below,  unless otherwise  determined by the Committee or the Board in writing at
or after the  grant of awards  hereunder,  but prior to the  occurrence  of such
Change of Control,  or, if and to the extent so  determined  by the Committee or
the Board in writing at or after the grant of awards  hereunder  (subject to any
right of approval  expressly  reserved by the Committee or the Board at the time
of such  determination)  in the event of a  "Potential  Change of  Control,"  as
defined in Section 7(c) below:

          (i) any Options awarded under the Plan not previously  exercisable and
     vested shall become fully exercisable and vested;

          (ii)  the  value  of all  outstanding  Options  shall,  to the  extent
     determined by the  Committee on or after grant,  be cashed out on the basis
     of the "Change of Control  Price" (as defined in Section  7(d) below) as of
     the date the Change of  Control  occurs or  Potential  Change of Control is
     determined  to have  occurred,  or such  other  date as the  Committee  may
     determine prior to the Change of Control or Potential Change of Control.

     (b) For  purposes of Section  7(a) above,  a "Change of Control"  means the
happening of any of the following:

          (i) when any  "person,"  as such  term is used in  Sections  13(d) and
     14(d) of the Exchange  Act (other than the Company or any Company  employee
     benefit plan, including its trustee),  is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act),  directly or indirectly,
     of securities of the Company  representing  twenty percent (20%) or more of
     the combined voting power of the Company's then outstanding securities;

          (ii) when,  during any period of two consecutive  years or less during
     the  existence  of the Plan,  individuals  who,  at the  beginning  of such
     period,  constituted  the Board of Directors  (the  "Incumbent  Directors")
     cease,  for any reason other than death,  to constitute at least a majority
     thereof; provided,  however, that any director who was elected or nominated
     by at least  two-thirds of the Incumbent  Directors who remain on the Board
     of  Directors at the time of such  election or  nomination  shall,  for all
     purposes of this subparagraph  (iii), be treated as an Incumbent  Director;
     or

          (iii)the occurrence of a transaction  requiring  stockholder  approval
     for the acquisition of the Company by an entity other than the Company or a
     subsidiary  of the Company  through  purchase of assets,  or by merger,  or
     otherwise.

     (c) For  purposes of Section 7(a) above,  a  "Potential  Change of Control"
means the happening of any of the following:

          (i) the entering into an agreement by the Company, the consummation of
     which  would  result in a Change of  Control  of the  Company as defined in
     Section 7(b) above; or

          (ii) the acquisition of beneficial  ownership  directly or indirectly,
     by any entity, person or group (other than the Company, a subsidiary of the
     Company,  or any Company employee  benefit plan,  including its trustee) of
     securities  of the Company  representing  five  percent (5%) or more of the
     combined  voting  power of the  Company's  outstanding  securities  and the
     adoption by the Board of  Directors  of a  resolution  to the effect that a
     Potential  Change of Control of the Company has  occurred  for  purposes of
     this Plan.

     (d) For  purposes of this  Section 7,  "Change of Control  Price" means the
highest price per share paid in any  transaction  reported on the New York Stock
Exchange, or paid or offered in any transaction related to a potential or actual
Change of Control of the Company at any time during the preceding sixty (60) day
period as determined by the Committee, except that, in the case of Options, such
price  shall be based only on  transactions  reported  for the date on which the
Committee decides to cash out such Options.

Section 8.    Termination of Directorship.
----------------------------------------------
     (a) Termination by Reason of Disability or Death. Upon the termination of a
Non-Employee Director by reason of Disability or death, any Options held by such
optionee shall be  immediately  exercisable,  notwithstanding  the provisions of
Section 6 hereof,  and may be thereafter be exercised by the optionee or, in the
case of death,  by the legal  representative  of the estate or by the legatee of
the optionee under the will of the optionee,  until the expiration of the stated
term of such Options.

     (b)  Termination  by Reason of  Retirement.  If an  optionee's  status as a
Non-Employee  Director with the Company terminates by reason of retirement,  any
Options  held by such  optionee  may  thereafter  be  exercised,  to the  extent
exercisable  under the  provisions of Section 6 hereof,  until the expiration of
the stated term of the Options.  If the retired  optionee dies while any Options
are still outstanding, such Options may be exercised by the legal representative
of the estate or by the legatee of the optionee  under the will of the optionee,
until the expiration of the stated term of the Options.

     (c) Other Termination. Upon the termination of a Non-Employee Director with
the Company  for any reason  other than  Disability,  death or  retirement,  any
Options held by such optionee  shall  terminate as of the effective date of such
Non-Employee Director's termination.

Section 9.    Termination or Amendment of the Plan.
-------------------------------------------------------

     The Board may suspend or terminate  the Plan or any portion  thereof at any
time,  and the Board may amend the Plan from time to time as may be deemed to be
in the best interests of the Company; provided, however, that no such amendment,
alteration or discontinuation  shall be made (a) that would impair the rights of
a Non-Employee  Director with respect to Options  theretofore  awarded,  without
such person's  consent,  or (b) without the approval of the  stockholders (i) if
such  approval  is  necessary  to  comply  with  any  legal,  tax or  regulatory
requirement,  including any approval  requirement  which is a  prerequisite  for
exemptive relief from Section 16(b) of the Exchange Act; or (ii) to increase the
maximum  number of shares  subject to this Plan,  or change  the  definition  of
persons  eligible to receive awards under this Plan, or (c) if the Plan has been
amended within the preceding six (6) months,  unless such amendment is necessary
to comply with changes in the Internal Revenue Code of 1986, as amended,  or the
Employee   Retirement  Income  Security  Act  of  1974,  as  amended,  or  rules
promulgated thereunder.

Section 10.   Section 16.

     It is  intended  that the Plan and any grants  made to a person  subject to
Section 16 of the Exchange Act meet all of the  requirements  of Rule 16b-3.  If
any provision of the Plan or any award  hereunder  would  disqualify the Plan or
such award,  or would  otherwise not comply with Rule 16b-3,  such  provision or
award shall be construed or deemed amended to conform to Rule 16b-3.

Section 11.   General Provisions.

(a)  No Right of  Continued  Service.  Nothing  in the Plan  shall be  deemed to
     create any obligation on the part of the Board to nominate any Non-Employee
     Director for reelection by the Company's stockholders.

(b)  Payment of Taxes.  Any optionee  shall,  no later than the date as of which
     the value of any  portion of the Option  first  becomes  includable  in the
     optionee's gross income for federal income tax purposes,  make arrangements
     satisfactory  to the  Committee  regarding  payment of any federal,  state,
     local or FICA taxes of any kind required by law to be withheld with respect
     to the Option.

(c)  Shares.  The shares of Common  Stock  issued  upon the  exercise of Options
     under the Plan may be either authorized but unissued shares or shares which
     have been or may be reacquired by the Company,  as determined  from time to
     time by the Board.

(d)  Governing Law. The Plan and all actions taken  thereunder shall be governed
     by and  construed  in  accordance  with the laws of the  State of  Delaware
     (other  than its law  respecting  the  choice  of law).  The Plan  shall be
     construed to comply with all applicable laws, and to avoid liability to the
     Company  or  a  Non-Employee  Director,   including,   without  limitation,
     liability under Section 169(b) of the Exchange Act.

(e)  Term of Plan.  No Option shall be granted  pursuant to the Plan on or after
     the tenth anniversary of the effective date of the Plan, but awards granted
     prior to such date may extend beyond that date.

(f)  Headings.  The headings  contained in this Plan are for reference  purposes
     only and shall not affect the meaning or interpretation of this Plan.

(g)  Severability. If any provision of this Plan shall for any reason be held to
     be invalid or unenforceable,  such invalidity or unenforceability shall not
     affect any other provision  hereof,  and this Plan shall be construed as if
     such invalid or unenforceable provision were omitted.

(h)  Successor  and  Assigns.  This Plan  shall  inure to the  benefit of and be
     binding  upon each  successor  and assign of the Company.  All  obligations
     imposed upon a Non-Employee Director, and all rights granted to the Company
     hereunder,  shall be binding upon the Non-Employee  Director's heirs, legal
     representatives and successors.

                                                                     EXHIBIT 5.1

   Gene T. Price
Direct dial (205) 458-5328
Internet: GPrice@Burr.com

                                           March 14, 2001

Birmingham Steel Corporation
1000 Urban Center Drive
Suite 300
Birmingham, Alabama   35242

    RE:      Birmingham Steel Corporation 2000 Director Stock Option Plan

Ladies and Gentlemen:

     We  have  acted  as   counsel  to   Birmingham   Steel   Corporation   (the
"Corporation")  in connection  with the  registration  with the  Securities  and
Exchange  Commission on Form S-8 of 200,000 shares of the  Corporation's  common
stock,  par value $.01 (the "Common  Stock"),  which may be issued in connection
with the  Corporation's  2000 Director Stock Option Plan. In connection with the
registration, we have examined such corporate records,  certificates,  and other
documents  as we  considered  necessary  or  appropriate  for  the  purposes  of
delivering this opinion.

     On the basis of the foregoing,  we are of the opinion that the Common Stock
offered  pursuant  to the  Registration  Statement  has been  duly  and  validly
authorized and is, or when issued in accordance  with the  respective  governing
documents will be, duly and validly issued, fully paid, and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                                     Yours very truly,

                                                     /s/ Burr & Forman LLP
                                                         -----------------
                                                         Burr & Forman LLP

                                                                    EXHIBIT 23.1

                          Consent of Ernst & Young LLP

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) pertaining to the Birmingham  Steel  Corporation  2000 Director Stock
Option  Plan  of  our  report  dated  August  10,  2000,  with  respect  to  the
consolidated  financial  statements and schedule of Birmingham Steel Corporation
included  in its Annual  Report  (Form  10-K) for the year ended June 30,  2000,
filed with the Securities and Exchange Commission.

                                                 /s/ Ernst & Young LLP
                                                     -----------------
                                                     Ernst & Young LLP

Birmingham, Alabama
March 14, 2001