As filed with the Securities and Exchange Commission on November 5, 1999.
                      Registration No. 33-__________

===============================================================================
                       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                 1-9820             13-3213634
       -------------             ------------       ---------------
        (State of                (Commission        (IRS Employer
       Incorporation)              File No.)       Identification No.)


                       1000 Urban Center Drive, Suite 300
                         Birmingham, Alabama 35242-2516
                       -----------------------------------
                     (Address of Principal Executive Offices)


                          BIRMINGHAM STEEL CORPORATION
                         1999 DIRECTOR COMPENSATION PLAN
                         -------------------------------
                            (Full Title of the Plan)


                               Catherine W. Pecher
                          Vice President and Secretary
                          Birmingham Steel Corporation
       1000 Urban Center Drive, Suite 300, Birmingham, Alabama 35242-2516
       -------------------------------------------------------------------
                       (Name and Address of Agent For Service)

                              (205) 970-1200
                              --------------
      (Telephone Number, Including Area Code, of Agent For Service)


                                    Copy to:
                                  Suzanne Ashe
                               Balch & Bingham LLP
                             1901 Sixth Avenue North
                            Birmingham, Alabama 35203
                                 (205) 251-8100

                         CALCULATION OF REGISTRATION FEE



<PAGE>

 Title Of                     Proposed            Proposed           Amount
Securities       Amount    Maximum Offering    Maximum Aggregate       of
  To Be           To Be    Price Per Share    Offering Price       Registration
Registered     Registered        (1)                 (1)               Fee
-----------    ----------  ---------------    ------------------   ------------
Common Stock   500,000(2)     $6.875             $3,437,500         $955.63
$.01 par
value


(1)      Pursuant to Rule 457 under the Securities Act of 1933, as amended,  the
         offering price is estimated  solely for the purpose of determining  the
         registration  fee and is  based  on the  average  of the bid and  asked
         prices of the common stock of Birmingham  Steel  Corporation on October
         29, 1999.

(2)      Pursuant to Rule 416 of the  Securities  Act of 1933,  as amended,  the
         number  of  shares  of  securities   registered  on  this  Registration
         Statement  will be increased as a result of future stock splits,  stock
         dividends or similar  transactions that occur prior to the distribution
         of the securities covered by this Registration Statement.



<PAGE>

                                     PART I

                                EXPLANATORY NOTE

         Birmingham  Steel   Corporation  (the   "Registrant")  is  filing  this
Registration Statement on Form S-8 in order to register 500,000 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  1999
Director Compensation Plan (the "Plan").

         A  prospectus  meeting  the  requirements  of  Part I of  Form  S-8 and
containing the statement required by Item 2 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 the Registrant with the Commission are
incorporated  herein by  reference:  (i) the  Registrant=s  Amendment  to Annual
Report on Form 10-K405/A,  as filed on October 20, 1999;  (ii) the  Registrant's
Annual  Report on Form 10-K405 for the fiscal year ended June 30, 1999, as filed
October 13, 1999;  and (iii) the  Registrant=s  Current  Reports on Form 8-K, as
filed on September 30, 1999 and August 11, 1999.

         All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date of this  Registration  Statement and prior to the termination of the
offering of the securities  offered hereby shall be deemed to be incorporated by
reference in this Registration  Statement and to be a part hereof. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
hereto  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed document which also is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.



<PAGE>


         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 he acted in good faith and in a manner he
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 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 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 him against the expenses (including attorneys' fees) which he 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.

         The  Registrant  has  purchased   directors'  and  officers'  liability
insurance covering certain liabilities incurred by its officers and directors in
connection with the performance of their duties.

         While the  Registrant's  By-Laws  provide  officers and directors  with
protection  from awards for monetary  damage for breaches of their duty of care,
they do not eliminate such duty. Accordingly, the By-Laws will have no effect on
the availability of equitable remedies such as an injunction or rescission based
on an officer's or a director's breach of his or her duty of care.

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:


Sequential
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       Birmingham  Steel  Corporation   $130,000,000   Senior  Note  Purchase
          Agreement  dated  December  15, 1993  between the  Registrant  and the
          following group of investors:  The Equitable Life Assurance Society of
          the U.S.,  The Guardian Life Insurance  Company of America,  Principal
          Mutual  Life  Insurance  Company,  The  Travelers  Indemnity  Company,
          Jefferson-Pilot Life Insurance Company,  Phoenix Home Life Mutual Life
          Insurance Company, American United Life Insurance Company, Canada Life
          Assurance  Company,  Canada Life Assurance Company of America,  Canada
          Life   Assurance   Company  of  New  York,   Ameritas  Life  Insurance
          Corporation,  Berkshire Life Insurance Company,  Provident Mutual Life
          Insurance  Company-CALIC,  Provident Mutual Life Insurance  Company of
          Philadelphia  (incorporated by reference from Registrant's  Report for
          the Quarter ended December 31, 1993 on Form 10-Q, Exhibit 4.1)

4.2.1     First Amendment to $130,000,000  Senior Note Purchase  Agreement dated
          October 18, 1996 (to be filed as an amendment to  Registrant's  Annual
          Report (see Form 10-K/A, filed October 20, 1999, Exhibit 4.1.1))

4.2.2     Second Amendment to $130,000,000  Senior Note Purchase Agreement dated
          December 14, 1998 (incorporated by reference from Registrant's  Report
          for the Quarter Ended December 31, 1998 on Form 10-Q, Exhibit 10.3)

4.2.3     Waiver  and Third  Amendment  to  $130,000,000  Senior  Note  Purchase
          Agreement dated as of October 12, 1999 (incorporated by reference from
          Registrant's  Amendment to Annual Report on Form 10-K/A, filed October
          20, 1999, Exhibit 4.1.3)

4.2.4     Amended and Restated $130,000,000 Senior Note Purchase Agreement dated
          as of October 12, 1999  (incorporated  by reference from  Registrant's
          Amendment  to Annual  Report on Form 10-K/A,  filed  October 20, 1999,
          Exhibit 4.1.4)

4.3       Birmingham  Steel  Corporation   $150,000,000   Senior  Note  Purchase
          Agreement  dated  December  15, 1995  between the  Registrant  and the
          following  group of  investors:  Connecticut  General  Life  Insurance
          Company,  Life Insurance Company of North America,  CIGNA Property and
          Casualty Insurance  Company,  Principal Mutual Life Insurance Company,
          Nationwide Life Insurance Company, Employers Life Insurance Company of
          Wausau, The Northwestern Mutual Life Insurance Company,  The Equitable
          Life  Assurance  Society  of the  United  States,  Sun Life  Assurance
          Company of Canada (U.S.),  Sun Life Assurance  Company of Canada,  Sun
          Life Insurance and Annuity  Company of New York, The Minnesota  Mutual
          Life  Insurance  Company,  Mutual Trust Life  Insurance  Company,  The
          Reliable Life Insurance  Company,  Federated Mutual Insurance Company,
          Federated Life Insurance Company, Minnesota Fire and Casualty Company,
          National Travelers Life Company, First National Life Insurance Company
          of America,  Guarantee  Reserve Life Insurance  Company,  First Colony
          Life Insurance Company,  American United Life Insurance  Company,  The
          State  Life  Insurance   Company,   Ameritas  Life  Insurance  Company
          (incorporated  by reference from  Registrant's  Report for the Quarter
          Ended December 31, 1995 on Form 10-Q, Exhibit 4.1)

4.3.1     Amendment  to  $150,000,000   Senior  Note  Purchase  Agreement  dated
          December 14, 1998 (incorporated by reference from Registrant's  Report
          for the Quarter Ended December 31, 1998 on Form 10-Q, Exhibit 10.2)

4.3.2     Waiver and Second  Amendment  to  $150,000,000  Senior  Note  Purchase
          Agreement dated as of October 12, 1999 (incorporated by reference from
          Registrant's  Amendment to Annual Report on Form 10-K/A, filed October
          20, 1999, Exhibit 4.2.2)

4.3.3     Amended  and  Restated  $150,000,000  Senior Note  Purchase  Agreement
          dated  as  of  October  12,  1999   (incorporated  by  reference  from
          Registrant's  Amendment to Annual Report on Form 10-K/A, filed October
          20, 1999, Exhibit 4.2.3)

4.4       Shareholder Rights Plan of Registrant  (incorporated by reference from
          Registrant=s Current Report on Form 8-K, as filed January 23, 1996)

4.5       Reimbursement  Agreement,   dated  as  of  October  1,  1996,  between
          Birmingham   Steel   Corporation   and  PNC   Bank,   Kentucky,   Inc.
          (incorporated  by reference from  Registrant's  Report for the Quarter
          Ended December 31, 1996 on Form 10-Q, Exhibit 4.1)

4.6       Restated By-Laws of the Registrant dated August 3, 1999  (incorporated
          by reference  from  Registrant=s  Current Report on Form 8-K, as filed
          August 11, 1999, Exhibit 3.1)

4.7       Letter from Birmingham Steel  Corporation to Senior  Noteholders dated
          October  13,  1999   (incorporated  by  reference  from   Registrant's
          Amendment  to Annual  Report on Form 10-K/A,  filed  October 20, 1999,
          Exhibit 4.3)

5.1       Opinion of Balch & Bingham LLP regarding legality of Shares

23.1      Consent of Ernst & Young LLP

23.2      Consent of KPMG LLP

23.3      Consent of Balch & Bingham LLP (included in Exhibit 5.1)

24.1      Power of  Attorney  of the  Officers  and Directors of the Registrant

99.1      Birmingham Steel Corporation 1999 Director Compensation Plan

99.2      Risk   Factors   that  May  Affect   Future   Operating   Results
          (incorporated  by reference  from  Registrant's  Annual Report on
          Form 10-K, filed October 13, 1999, Exhibit 99.1)


Item 9.  Undertakings.

                  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, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                  (4) That, for purposes of determining  any liability under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Exchange Act) that is  incorporated by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                  (5) To deliver or cause to be delivered  with the  prospectus,
to each  person to whom the  prospectus  is sent or  given,  the  latest  annual
report,  to security holders that is incorporated by reference in the prospectus
and  furnished  pursuant to and meeting the  requirements  of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial  information required
to be  presented  by  Article  3 of  Regulation  S-X is  not  set  forth  in the
prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

                  (6) Insofar as indemnification  for liabilities  arising under
the  Securities  Act 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  Securities  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
Securities Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act, 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 1st day of
November, 1999.

                                  BIRMINGHAM STEEL CORPORATION
                                  (Registrant)


                             By:     *
                                  -----------------------------
                                  Robert A. Garvey
                             Its: Chief Executive Officer


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




Signature                      Title                              Date

    *
------------------------     Chairman-Executive Committee,  November 2, 1999
E. Mandell de Windt          Director



    *
------------------------     Chairman   of  the   Board,    November 2, 1999
Robert A. Garvey             Chief Executive     Officer,
                             Director
                             (Principal Executive Officer)

    *
------------------------     Director                       November 2, 1999
C. Stephen Clegg


    *
------------------------     Director                       November 2, 1999
E. Bradley Jones


    *
------------------------     Director                       November 2, 1999
William J. Cabaniss, Jr.


    *
------------------------     Director                       November 2, 1999
Richard de J. Osborne


    *
------------------------     Director                       November 2, 1999
Alfred C. DeCrane, Jr.


    *
------------------------     Director                       November 2, 1999
Robert D. Kennedy


    *
------------------------     Director                       November 2, 1999
John H. Roberts


    *
------------------------     Executive Vice President and   November 2, 1999
Kevin E. Walsh               Chief Financial Officer
                             (Principal Financial and
                             Principal  Accounting Officer)


*By      /s/ Catherine W. Pecher
         ------------------------
         Catherine W. Pecher
         Attorney-in-Fact



<PAGE>

                             INDEX TO EXHIBITS

 Sequential
  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            Birmingham Steel  Corporation  $130,000,000  Senior Note Purchase
               Agreement  dated December 15, 1993 between the Registrant and the
               following  group  of  investors:  The  Equitable  Life  Assurance
               Society  of the U.S.,  The  Guardian  Life  Insurance  Company of
               America,  Principal Mutual Life Insurance Company,  The Travelers
               Indemnity  Company,   Jefferson-Pilot   Life  Insurance  Company,
               Phoenix Home Life Mutual Life Insurance Company,  American United
               Life Insurance  Company,  Canada Life Assurance  Company,  Canada
               Life Assurance Company of America,  Canada Life Assurance Company
               of New York, Ameritas Life Insurance Corporation,  Berkshire Life
               Insurance Company, Provident Mutual Life Insurance Company-CALIC,
               Provident   Mutual  Life   Insurance   Company  of   Philadelphia
               (incorporated  by  reference  from  Registrant's  Report  for the
               Quarter ended December 31, 1993 on Form 10-Q, Exhibit 4.1)

4.2.1          First  Amendment to $130,000,000  Senior Note Purchase  Agreement
               dated   October  18,  1996  (to  be  filed  as  an  amendment  to
               Registrant's  Annual  Report (see Form 10-K/A,  filed October 20,
               1999, Exhibit 4.1.1))

4.2.2          Second Amendment to $130,000,000  Senior Note Purchase  Agreement
               dated   December  14,  1998   (incorporated   by  reference  from
               Registrant's  Report for the Quarter  Ended  December 31, 1998 on
               Form 10-Q, Exhibit 10.3)

4.2.3          Waiver and Third Amendment to  $130,000,000  Senior Note Purchase
               Agreement dated as of October 12, 1999 (incorporated by reference
               from  Registrant's  Amendment  to Annual  Report on Form  10-K/A,
               filed October 20, 1999, Exhibit 4.1.3)

4.2.4          Amended and Restated  $130,000,000 Senior Note Purchase Agreement
               dated as of October  12, 1999  (incorporated  by  reference  from
               Registrant's  Amendment to Annual  Report on Form  10-K/A,  filed
               October 20, 1999, Exhibit 4.1.4)

4.3            Birmingham Steel  Corporation  $150,000,000  Senior Note Purchase
               Agreement  dated December 15, 1995 between the Registrant and the
               following group of investors:  Connecticut General Life Insurance
               Company, Life Insurance Company of North America,  CIGNA Property
               and Casualty Insurance  Company,  Principal Mutual Life Insurance
               Company,   Nationwide  Life  Insurance  Company,  Employers  Life
               Insurance  Company  of  Wausau,  The  Northwestern   Mutual  Life
               Insurance  Company,  The Equitable Life Assurance  Society of the
               United States,  Sun Life Assurance Company of Canada (U.S.),  Sun
               Life Assurance Company of Canada,  Sun Life Insurance and Annuity
               Company of New York, The Minnesota Mutual Life Insurance Company,
               Mutual Trust Life Insurance Company,  The Reliable Life Insurance
               Company,  Federated  Mutual  Insurance  Company,  Federated  Life
               Insurance Company,  Minnesota Fire and Casualty Company, National
               Travelers Life Company,  First National Life Insurance Company of
               America,  Guarantee Reserve Life Insurance Company,  First Colony
               Life Insurance  Company,  American United Life Insurance Company,
               The State Life Insurance Company, Ameritas Life Insurance Company
               (incorporated  by  reference  from  Registrant's  Report  for the
               Quarter Ended December 31, 1995 on Form 10-Q, Exhibit 4.1)

4.3.1          Amendment to  $150,000,000  Senior Note Purchase  Agreement dated
               December 14, 1998  (incorporated  by reference from  Registrant's
               Report for the  Quarter  Ended  December  31,  1998 on Form 10-Q,
               Exhibit 10.2)

4.3.2          Waiver and Second Amendment to $150,000,000  Senior Note Purchase
               Agreement dated as of October 12, 1999 (incorporated by reference
               from  Registrant's  Amendment  to Annual  Report on Form  10-K/A,
               filed October 20, 1999, Exhibit 4.2.2)

4.3.3          Amended and Restated  $150,000,000 Senior Note Purchase Agreement
               dated as of October  12, 1999  (incorporated  by  reference  from
               Registrant's  Amendment to Annual  Report on Form  10-K/A,  filed
               October 20, 1999, Exhibit 4.2.3)

4.4            Shareholder Rights Plan of Registrant  (incorporated by reference
               from  Registrant=s  Current  Report on Form 8-K, as filed January
               23, 1996)

4.5            Reimbursement  Agreement,  dated as of October  1, 1996,  between
               Birmingham  Steel  Corporation  and  PNC  Bank,  Kentucky,   Inc.
               (incorporated  by  reference  from  Registrant's  Report  for the
               Quarter Ended December 31, 1996 on Form 10-Q, Exhibit 4.1)

4.6            Restated   By-Laws  of  the  Registrant   dated  August  3,  1999
               (incorporated  by reference from  Registrant=s  Current Report on
               Form 8-K, as filed August 11, 1999, Exhibit 3.1)

4.7            Letter from Birmingham  Steel  Corporation to Senior  Noteholders
               dated   October  13,  1999   (incorporated   by  reference   from
               Registrant's  Amendment to Annual  Report on Form  10-K/A,  filed
               October 20, 1999, Exhibit 4.3)

5.1            Opinion of Balch & Bingham LLP regarding legality of Shares

23.1           Consent of Ernst & Young LLP

23.2           Consent of KPMG LLP

23.3           Consent of Balch & Bingham LLP (included in Exhibit 5.1)

24.1           Power of Attorney of the Officers and Directors of the Registrant

99.1           Birmingham Steel Corporation 1999 Director Compensation Plan

99.2           Risk   Factors   that  May  Affect   Future   Operating   Results
               (incorporated  by reference  from  Registrant's  Annual Report on
               Form 10-K, filed October 13, 1999, Exhibit 99.1)


<PAGE>


                        [BALCH & BINGHAM LLP LETTERHEAD]

EXHIBIT 5.1




                                November 1, 1999



Birmingham Steel Corporation
1000 Urban Center Drive
Suite 300
Birmingham, Alabama 35242-2516

         Re:  Birmingham Steel Corporation - Registration Statement on Form S-8

Ladies and Gentlemen:

         In connection with the  registration  under the Securities Act of 1933,
as amended, of 500,000 shares of the common stock, $.01 par value per share (the
"Common Stock"),  of Birmingham Steel Corporation,  a Delaware  corporation (the
"Corporation"),   for  issuance  and  sale  in  the  manner   described  in  the
Corporation's  Registration  Statement on Form S-8 filed with the Securities and
Exchange  Commission,  to which this  opinion is an exhibit  (the  "Registration
Statement"),  we, as counsel to the  Corporation,  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/ Balch & Bingham LLP
                                                    -----------------------
                                                        Balch & Bingham LLP

<PAGE>





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 1999 Director  Compensation
Plan of our report dated September 15, 1999,  except for Note 7, as to which the
date is October 12, 1999, 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, 1999,  filed with the  Securities and Exchange
Commission.





                                                /s/ Ernst & Young LLP
                                                ---------------------
                                                    Ernst & Young LLP
November 3, 1999


<PAGE>




EXHIBIT 23.2


                               Consent of KPMG LLP

The Members
Pacific Coast Recycling, LLC:

We consent to the incorporation by reference in the registration statement (Form
S-8) pertaining to the Birmingham Steel  Corporation 1999 Director  Compensation
Plan, of Birmingham  Steel  Corporation of our report dated July 30, 1999,  with
respect to the balance sheets of Pacific Coast Recycling LLC as of June 30, 1999
and 1998 and the related  statements of operations,  members' capital  (deficit)
and cash flows for the years then ended,  which report  appears in the Form 10-K
of Birmingham Steel Corporation dated June 30, 1999.




                                                              /s/ KPMG LLP
                                                              ---------------
                                                                  KPMG LLP
Los Angeles, California
November 2, 1999

<PAGE>


EXHIBIT 24.1

                                POWER OF ATTORNEY


                  WHEREAS,   the  Board  of   Directors  of   Birmingham   Steel
Corporation  (the  "Company") has determined  that it is in the best interest of
the  Company  to  register  500,000  shares of the  Company's  common  stock for
issuance under the Company's 1999 Director Compensation Plan; and

                  WHEREAS, the Company proposes to file a registration statement
on Form S-8 and amendments thereto under the Securities Act of 1933 with respect
to the above-referenced plan.

                  NOW,  THEREFORE,  KNOW  ALL MEN BY  THESE  PRESENTS,  that the
undersigned  directors and officers of the Company,  individually  as a director
and/or as an  officer  of the  Company,  hereby  make,  constitute  and  appoint
Catherine W. Pecher their true and lawful  attorney-in-fact for each of them and
in each of their names, places and steads to sign and cause to be filed with the
Securities  and  Exchange   Commission  said  registration   statement  and  any
appropriate amendments thereto, to be accompanied by any necessary exhibits.

                  The  undersigned  directors and officers of the Company hereby
authorize  said person to sign said  registration  statement  on their behalf as
attorney-in-fact  and to amend, or remedy any deficiencies with respect to, said
registration  statement by  appropriate  amendment or amendments and to file the
same as  aforesaid,  hereby  giving and granting to said attorney full power and
authority to do so and perform all and every act and thing whatsoever  requisite
and necessary to complete the  foregoing,  hereby  ratifying and  confirming all
that said attorney may or shall do, or cause to be done, by virtue hereof.

         The  undersigned  further consent to the execution of this document and
counterpart originals. Each such counterpart shall constitute an original.




Dated:  October 27, 1999           /s/ E. Mandell de Windt
                                   -----------------------
                                       E. Mandell de Windt


Dated: October 27, 1999           /s/ Robert A. Garvey
                                  ------------------------
                                      Robert A. Garvey


Dated: October 27, 1999           /s/ C. Stephen Clegg
                                  ------------------------
                                      C. Stephen Clegg


Dated: October 30, 1999           /s/ E. Bradley Jones
                                  ------------------------
                                      E. Bradley Jones


Dated: October 27, 1999          /s/ William J. Cabaniss, Jr.
                                 ---------------------------
                                     William J. Cabaniss, Jr.


Dated: October 27, 1999          /s/ Richard de J. Osborne
                                 -------------------------
                                     Richard de J. Osborne


Dated: October 27, 1999          /s/ Alfred C. DeCrane, Jr.
                                --------------------------
                                     Alfred C. DeCrane, Jr.


Dated: October 27, 1999          /s/ Robert D. Kennedy
                                 --------------------------
                                     Robert D. Kennedy


Dated: October 27, 1999          /s/ John H. Roberts
                                 --------------------------
                                     John H. Roberts


Dated: November 2, 1999          /s/ Kevin E. Walsh
                                 --------------------------
                                     Kevin E. Walsh


<PAGE>



EXHIBIT 99.1


                          BIRMINGHAM STEEL CORPORATION
                         1999 DIRECTOR COMPENSATION PLAN

Section 1.  Purpose of the Plan.

The purpose of the Birmingham Steel Corporation 1999 Director  Compensation Plan
(the "Plan") is to provide  cash and 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 the  issuance of shares of the  Company's  common
stock ("Common Stock").


Section 2.  Certain Definitions.

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Committee"  means the Compensation and Stock Option Committee of
               the Board.

          (c)  "Common Stock" means the common stock of the Company.

          (d)  "Company"  means   Birmingham  Steel   Corporation,   a  Delaware
               corporation.

          (e)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
               amended.

          (f)  "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.

          (g)  "Plan"  means the  Birmingham  Steel  Corporation  1999  Director
               Compensation Plan.

          (h)  "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 Committee of the Board of Directors of the
Company.  Grants  of  cash  and  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  determinations  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 500,000.  Such shares may consist, in whole
or in part, of authorized and unissued shares or treasury  shares.  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 of shares  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.  Annual Retainer.

On the  date  of  each  Annual  Meeting  of  Stockholders  of  Birmingham  Steel
Corporation  at which  directors  are elected,  commencing  with the 1999 Annual
Meeting of Stockholders,  each director who is elected to the Board of Directors
at such Annual  Meeting and who is not an employee of the Company  shall receive
in payment of such  director=s  annual  retainer  shares of Common  Stock with a
market  value of $30,000  based on the closing  price on the last trading day of
the month preceding such annual meeting,  except that cash shall be paid in lieu
of fractional shares.


Section 7.  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;  except as may be required by applicable  laws or
regulations.


Section 8.  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 9.  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. A Non-Employee  Director  shall,  no later than
               the date as of which the value of any award under this Plan first
               becomes  includable in the  Non-Employee  Director=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 such award.

          (c)  Shares.  The shares of Common  Stock issued 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  choice of law).
               The Plan shall be  construed to comply with all  applicable  law,
               and to avoid liability to the Company or a Non-Employee Director,
               including,  without limitation,  liability under Section 16(b) of
               the Exchange Act.

          (e)  Effective Date of Plan. The Plan shall be effective July 1, 1999.

          (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 hereby, and
               this Plan shall be construed as if such invalid or  unenforceable
               provision were omitted.

          (h)  Successors  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.

          (i)  Status of Existing  Plan.  This Plan  supercedes and replaces the
               Birmingham  Steel   Corporation   Director=s   Compensation  Plan
               effective July 1, 1992, as amended May 14, 1993.
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR BIRMINGHAM STEEL CORPORATION", "secsgml_size_bytes": 43258}]
{"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": "333-90365", "film-number": "99741654"}, "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 November 5, 1999.
                      Registration No. 33-__________

===============================================================================
                       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                 1-9820             13-3213634
       -------------             ------------       ---------------
        (State of                (Commission        (IRS Employer
       Incorporation)              File No.)       Identification No.)

                       1000 Urban Center Drive, Suite 300
                         Birmingham, Alabama 35242-2516
                       -----------------------------------
                     (Address of Principal Executive Offices)

                          BIRMINGHAM STEEL CORPORATION
                         1999 DIRECTOR COMPENSATION PLAN
                         -------------------------------
                            (Full Title of the Plan)

                               Catherine W. Pecher
                          Vice President and Secretary
                          Birmingham Steel Corporation
       1000 Urban Center Drive, Suite 300, Birmingham, Alabama 35242-2516
       -------------------------------------------------------------------
                       (Name and Address of Agent For Service)

                              (205) 970-1200
                              --------------
      (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                                  Suzanne Ashe
                               Balch & Bingham LLP
                             1901 Sixth Avenue North
                            Birmingham, Alabama 35203
                                 (205) 251-8100

                         CALCULATION OF REGISTRATION FEE
Title Of                     Proposed            Proposed           Amount
Securities       Amount    Maximum Offering    Maximum Aggregate       of
  To Be           To Be    Price Per Share    Offering Price       Registration
Registered     Registered        (1)                 (1)               Fee
-----------    ----------  ---------------    ------------------   ------------
Common Stock   500,000(2)     $6.875             $3,437,500         $955.63
$.01 par
value

(1)      Pursuant to Rule 457 under the Securities Act of 1933, as amended,  the
         offering price is estimated  solely for the purpose of determining  the
         registration  fee and is  based  on the  average  of the bid and  asked
         prices of the common stock of Birmingham  Steel  Corporation on October
         29, 1999.

(2)      Pursuant to Rule 416 of the  Securities  Act of 1933,  as amended,  the
         number  of  shares  of  securities   registered  on  this  Registration
         Statement  will be increased as a result of future stock splits,  stock
         dividends or similar  transactions that occur prior to the distribution
         of the securities covered by this Registration Statement.
PART I

                                EXPLANATORY NOTE

         Birmingham  Steel   Corporation  (the   "Registrant")  is  filing  this
Registration Statement on Form S-8 in order to register 500,000 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  1999
Director Compensation Plan (the "Plan").

         A  prospectus  meeting  the  requirements  of  Part I of  Form  S-8 and
containing the statement required by Item 2 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 the Registrant with the Commission are
incorporated  herein by  reference:  (i) the  Registrant=s  Amendment  to Annual
Report on Form 10-K405/A,  as filed on October 20, 1999;  (ii) the  Registrant's
Annual  Report on Form 10-K405 for the fiscal year ended June 30, 1999, as filed
October 13, 1999;  and (iii) the  Registrant=s  Current  Reports on Form 8-K, as
filed on September 30, 1999 and August 11, 1999.

         All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date of this  Registration  Statement and prior to the termination of the
offering of the securities  offered hereby shall be deemed to be incorporated by
reference in this Registration  Statement and to be a part hereof. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
hereto  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed document which also is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest 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 he acted in good faith and in a manner he
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 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 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 him against the expenses (including attorneys' fees) which he 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.

         The  Registrant  has  purchased   directors'  and  officers'  liability
insurance covering certain liabilities incurred by its officers and directors in
connection with the performance of their duties.

         While the  Registrant's  By-Laws  provide  officers and directors  with
protection  from awards for monetary  damage for breaches of their duty of care,
they do not eliminate such duty. Accordingly, the By-Laws will have no effect on
the availability of equitable remedies such as an injunction or rescission based
on an officer's or a director's breach of his or her duty of care.

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:

Sequential
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       Birmingham  Steel  Corporation   $130,000,000   Senior  Note  Purchase
          Agreement  dated  December  15, 1993  between the  Registrant  and the
          following group of investors:  The Equitable Life Assurance Society of
          the U.S.,  The Guardian Life Insurance  Company of America,  Principal
          Mutual  Life  Insurance  Company,  The  Travelers  Indemnity  Company,
          Jefferson-Pilot Life Insurance Company,  Phoenix Home Life Mutual Life
          Insurance Company, American United Life Insurance Company, Canada Life
          Assurance  Company,  Canada Life Assurance Company of America,  Canada
          Life   Assurance   Company  of  New  York,   Ameritas  Life  Insurance
          Corporation,  Berkshire Life Insurance Company,  Provident Mutual Life
          Insurance  Company-CALIC,  Provident Mutual Life Insurance  Company of
          Philadelphia  (incorporated by reference from Registrant's  Report for
          the Quarter ended December 31, 1993 on Form 10-Q, Exhibit 4.1)

4.2.1     First Amendment to $130,000,000  Senior Note Purchase  Agreement dated
          October 18, 1996 (to be filed as an amendment to  Registrant's  Annual
          Report (see Form 10-K/A, filed October 20, 1999, Exhibit 4.1.1))

4.2.2     Second Amendment to $130,000,000  Senior Note Purchase Agreement dated
          December 14, 1998 (incorporated by reference from Registrant's  Report
          for the Quarter Ended December 31, 1998 on Form 10-Q, Exhibit 10.3)

4.2.3     Waiver  and Third  Amendment  to  $130,000,000  Senior  Note  Purchase
          Agreement dated as of October 12, 1999 (incorporated by reference from
          Registrant's  Amendment to Annual Report on Form 10-K/A, filed October
          20, 1999, Exhibit 4.1.3)

4.2.4     Amended and Restated $130,000,000 Senior Note Purchase Agreement dated
          as of October 12, 1999  (incorporated  by reference from  Registrant's
          Amendment  to Annual  Report on Form 10-K/A,  filed  October 20, 1999,
          Exhibit 4.1.4)

4.3       Birmingham  Steel  Corporation   $150,000,000   Senior  Note  Purchase
          Agreement  dated  December  15, 1995  between the  Registrant  and the
          following  group of  investors:  Connecticut  General  Life  Insurance
          Company,  Life Insurance Company of North America,  CIGNA Property and
          Casualty Insurance  Company,  Principal Mutual Life Insurance Company,
          Nationwide Life Insurance Company, Employers Life Insurance Company of
          Wausau, The Northwestern Mutual Life Insurance Company,  The Equitable
          Life  Assurance  Society  of the  United  States,  Sun Life  Assurance
          Company of Canada (U.S.),  Sun Life Assurance  Company of Canada,  Sun
          Life Insurance and Annuity  Company of New York, The Minnesota  Mutual
          Life  Insurance  Company,  Mutual Trust Life  Insurance  Company,  The
          Reliable Life Insurance  Company,  Federated Mutual Insurance Company,
          Federated Life Insurance Company, Minnesota Fire and Casualty Company,
          National Travelers Life Company, First National Life Insurance Company
          of America,  Guarantee  Reserve Life Insurance  Company,  First Colony
          Life Insurance Company,  American United Life Insurance  Company,  The
          State  Life  Insurance   Company,   Ameritas  Life  Insurance  Company
          (incorporated  by reference from  Registrant's  Report for the Quarter
          Ended December 31, 1995 on Form 10-Q, Exhibit 4.1)

4.3.1     Amendment  to  $150,000,000   Senior  Note  Purchase  Agreement  dated
          December 14, 1998 (incorporated by reference from Registrant's  Report
          for the Quarter Ended December 31, 1998 on Form 10-Q, Exhibit 10.2)

4.3.2     Waiver and Second  Amendment  to  $150,000,000  Senior  Note  Purchase
          Agreement dated as of October 12, 1999 (incorporated by reference from
          Registrant's  Amendment to Annual Report on Form 10-K/A, filed October
          20, 1999, Exhibit 4.2.2)

4.3.3     Amended  and  Restated  $150,000,000  Senior Note  Purchase  Agreement
          dated  as  of  October  12,  1999   (incorporated  by  reference  from
          Registrant's  Amendment to Annual Report on Form 10-K/A, filed October
          20, 1999, Exhibit 4.2.3)

4.4       Shareholder Rights Plan of Registrant  (incorporated by reference from
          Registrant=s Current Report on Form 8-K, as filed January 23, 1996)

4.5       Reimbursement  Agreement,   dated  as  of  October  1,  1996,  between
          Birmingham   Steel   Corporation   and  PNC   Bank,   Kentucky,   Inc.
          (incorporated  by reference from  Registrant's  Report for the Quarter
          Ended December 31, 1996 on Form 10-Q, Exhibit 4.1)

4.6       Restated By-Laws of the Registrant dated August 3, 1999  (incorporated
          by reference  from  Registrant=s  Current Report on Form 8-K, as filed
          August 11, 1999, Exhibit 3.1)

4.7       Letter from Birmingham Steel  Corporation to Senior  Noteholders dated
          October  13,  1999   (incorporated  by  reference  from   Registrant's
          Amendment  to Annual  Report on Form 10-K/A,  filed  October 20, 1999,
          Exhibit 4.3)

5.1       Opinion of Balch & Bingham LLP regarding legality of Shares

23.1      Consent of Ernst & Young LLP

23.2      Consent of KPMG LLP

23.3      Consent of Balch & Bingham LLP (included in Exhibit 5.1)

24.1      Power of  Attorney  of the  Officers  and Directors of the Registrant

99.1      Birmingham Steel Corporation 1999 Director Compensation Plan

99.2      Risk   Factors   that  May  Affect   Future   Operating   Results
          (incorporated  by reference  from  Registrant's  Annual Report on
          Form 10-K, filed October 13, 1999, Exhibit 99.1)

Item 9.  Undertakings.

                  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, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                  (4) That, for purposes of determining  any liability under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Exchange Act) that is  incorporated by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                  (5) To deliver or cause to be delivered  with the  prospectus,
to each  person to whom the  prospectus  is sent or  given,  the  latest  annual
report,  to security holders that is incorporated by reference in the prospectus
and  furnished  pursuant to and meeting the  requirements  of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial  information required
to be  presented  by  Article  3 of  Regulation  S-X is  not  set  forth  in the
prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

                  (6) Insofar as indemnification  for liabilities  arising under
the  Securities  Act 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  Securities  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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act, 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 1st day of
November, 1999.

                                  BIRMINGHAM STEEL CORPORATION
                                  (Registrant)

                             By:     *
                                  -----------------------------
                                  Robert A. Garvey
                             Its: Chief Executive Officer

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

Signature                      Title                              Date

    *
------------------------     Chairman-Executive Committee,  November 2, 1999
E. Mandell de Windt          Director

    *
------------------------     Chairman   of  the   Board,    November 2, 1999
Robert A. Garvey             Chief Executive     Officer,
                             Director
                             (Principal Executive Officer)

    *
------------------------     Director                       November 2, 1999
C. Stephen Clegg

    *
------------------------     Director                       November 2, 1999
E. Bradley Jones

    *
------------------------     Director                       November 2, 1999
William J. Cabaniss, Jr.

    *
------------------------     Director                       November 2, 1999
Richard de J. Osborne

    *
------------------------     Director                       November 2, 1999
Alfred C. DeCrane, Jr.

    *
------------------------     Director                       November 2, 1999
Robert D. Kennedy

    *
------------------------     Director                       November 2, 1999
John H. Roberts

    *
------------------------     Executive Vice President and   November 2, 1999
Kevin E. Walsh               Chief Financial Officer
                             (Principal Financial and
                             Principal  Accounting Officer)

*By      /s/ Catherine W. Pecher
         ------------------------
         Catherine W. Pecher
         Attorney-in-Fact
INDEX TO EXHIBITS

 Sequential
  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            Birmingham Steel  Corporation  $130,000,000  Senior Note Purchase
               Agreement  dated December 15, 1993 between the Registrant and the
               following  group  of  investors:  The  Equitable  Life  Assurance
               Society  of the U.S.,  The  Guardian  Life  Insurance  Company of
               America,  Principal Mutual Life Insurance Company,  The Travelers
               Indemnity  Company,   Jefferson-Pilot   Life  Insurance  Company,
               Phoenix Home Life Mutual Life Insurance Company,  American United
               Life Insurance  Company,  Canada Life Assurance  Company,  Canada
               Life Assurance Company of America,  Canada Life Assurance Company
               of New York, Ameritas Life Insurance Corporation,  Berkshire Life
               Insurance Company, Provident Mutual Life Insurance Company-CALIC,
               Provident   Mutual  Life   Insurance   Company  of   Philadelphia
               (incorporated  by  reference  from  Registrant's  Report  for the
               Quarter ended December 31, 1993 on Form 10-Q, Exhibit 4.1)

4.2.1          First  Amendment to $130,000,000  Senior Note Purchase  Agreement
               dated   October  18,  1996  (to  be  filed  as  an  amendment  to
               Registrant's  Annual  Report (see Form 10-K/A,  filed October 20,
               1999, Exhibit 4.1.1))

4.2.2          Second Amendment to $130,000,000  Senior Note Purchase  Agreement
               dated   December  14,  1998   (incorporated   by  reference  from
               Registrant's  Report for the Quarter  Ended  December 31, 1998 on
               Form 10-Q, Exhibit 10.3)

4.2.3          Waiver and Third Amendment to  $130,000,000  Senior Note Purchase
               Agreement dated as of October 12, 1999 (incorporated by reference
               from  Registrant's  Amendment  to Annual  Report on Form  10-K/A,
               filed October 20, 1999, Exhibit 4.1.3)

4.2.4          Amended and Restated  $130,000,000 Senior Note Purchase Agreement
               dated as of October  12, 1999  (incorporated  by  reference  from
               Registrant's  Amendment to Annual  Report on Form  10-K/A,  filed
               October 20, 1999, Exhibit 4.1.4)

4.3            Birmingham Steel  Corporation  $150,000,000  Senior Note Purchase
               Agreement  dated December 15, 1995 between the Registrant and the
               following group of investors:  Connecticut General Life Insurance
               Company, Life Insurance Company of North America,  CIGNA Property
               and Casualty Insurance  Company,  Principal Mutual Life Insurance
               Company,   Nationwide  Life  Insurance  Company,  Employers  Life
               Insurance  Company  of  Wausau,  The  Northwestern   Mutual  Life
               Insurance  Company,  The Equitable Life Assurance  Society of the
               United States,  Sun Life Assurance Company of Canada (U.S.),  Sun
               Life Assurance Company of Canada,  Sun Life Insurance and Annuity
               Company of New York, The Minnesota Mutual Life Insurance Company,
               Mutual Trust Life Insurance Company,  The Reliable Life Insurance
               Company,  Federated  Mutual  Insurance  Company,  Federated  Life
               Insurance Company,  Minnesota Fire and Casualty Company, National
               Travelers Life Company,  First National Life Insurance Company of
               America,  Guarantee Reserve Life Insurance Company,  First Colony
               Life Insurance  Company,  American United Life Insurance Company,
               The State Life Insurance Company, Ameritas Life Insurance Company
               (incorporated  by  reference  from  Registrant's  Report  for the
               Quarter Ended December 31, 1995 on Form 10-Q, Exhibit 4.1)

4.3.1          Amendment to  $150,000,000  Senior Note Purchase  Agreement dated
               December 14, 1998  (incorporated  by reference from  Registrant's
               Report for the  Quarter  Ended  December  31,  1998 on Form 10-Q,
               Exhibit 10.2)

4.3.2          Waiver and Second Amendment to $150,000,000  Senior Note Purchase
               Agreement dated as of October 12, 1999 (incorporated by reference
               from  Registrant's  Amendment  to Annual  Report on Form  10-K/A,
               filed October 20, 1999, Exhibit 4.2.2)

4.3.3          Amended and Restated  $150,000,000 Senior Note Purchase Agreement
               dated as of October  12, 1999  (incorporated  by  reference  from
               Registrant's  Amendment to Annual  Report on Form  10-K/A,  filed
               October 20, 1999, Exhibit 4.2.3)

4.4            Shareholder Rights Plan of Registrant  (incorporated by reference
               from  Registrant=s  Current  Report on Form 8-K, as filed January
               23, 1996)

4.5            Reimbursement  Agreement,  dated as of October  1, 1996,  between
               Birmingham  Steel  Corporation  and  PNC  Bank,  Kentucky,   Inc.
               (incorporated  by  reference  from  Registrant's  Report  for the
               Quarter Ended December 31, 1996 on Form 10-Q, Exhibit 4.1)

4.6            Restated   By-Laws  of  the  Registrant   dated  August  3,  1999
               (incorporated  by reference from  Registrant=s  Current Report on
               Form 8-K, as filed August 11, 1999, Exhibit 3.1)

4.7            Letter from Birmingham  Steel  Corporation to Senior  Noteholders
               dated   October  13,  1999   (incorporated   by  reference   from
               Registrant's  Amendment to Annual  Report on Form  10-K/A,  filed
               October 20, 1999, Exhibit 4.3)

5.1            Opinion of Balch & Bingham LLP regarding legality of Shares

23.1           Consent of Ernst & Young LLP

23.2           Consent of KPMG LLP

23.3           Consent of Balch & Bingham LLP (included in Exhibit 5.1)

24.1           Power of Attorney of the Officers and Directors of the Registrant

99.1           Birmingham Steel Corporation 1999 Director Compensation Plan

99.2           Risk   Factors   that  May  Affect   Future   Operating   Results
               (incorporated  by reference  from  Registrant's  Annual Report on
               Form 10-K, filed October 13, 1999, Exhibit 99.1)
[BALCH & BINGHAM LLP LETTERHEAD]

EXHIBIT 5.1

                                November 1, 1999

Birmingham Steel Corporation
1000 Urban Center Drive
Suite 300
Birmingham, Alabama 35242-2516

         Re:  Birmingham Steel Corporation - Registration Statement on Form S-8

Ladies and Gentlemen:

         In connection with the  registration  under the Securities Act of 1933,
as amended, of 500,000 shares of the common stock, $.01 par value per share (the
"Common Stock"),  of Birmingham Steel Corporation,  a Delaware  corporation (the
"Corporation"),   for  issuance  and  sale  in  the  manner   described  in  the
Corporation's  Registration  Statement on Form S-8 filed with the Securities and
Exchange  Commission,  to which this  opinion is an exhibit  (the  "Registration
Statement"),  we, as counsel to the  Corporation,  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/ Balch & Bingham LLP
                                                    -----------------------
                                                        Balch & Bingham 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 1999 Director  Compensation
Plan of our report dated September 15, 1999,  except for Note 7, as to which the
date is October 12, 1999, 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, 1999,  filed with the  Securities and Exchange
Commission.

                                                /s/ Ernst & Young LLP
                                                ---------------------
                                                    Ernst & Young LLP
November 3, 1999
EXHIBIT 23.2

                               Consent of KPMG LLP

The Members
Pacific Coast Recycling, LLC:

We consent to the incorporation by reference in the registration statement (Form
S-8) pertaining to the Birmingham Steel  Corporation 1999 Director  Compensation
Plan, of Birmingham  Steel  Corporation of our report dated July 30, 1999,  with
respect to the balance sheets of Pacific Coast Recycling LLC as of June 30, 1999
and 1998 and the related  statements of operations,  members' capital  (deficit)
and cash flows for the years then ended,  which report  appears in the Form 10-K
of Birmingham Steel Corporation dated June 30, 1999.

                                                              /s/ KPMG LLP
                                                              ---------------
                                                                  KPMG LLP
Los Angeles, California
November 2, 1999
EXHIBIT 24.1

                                POWER OF ATTORNEY

                  WHEREAS,   the  Board  of   Directors  of   Birmingham   Steel
Corporation  (the  "Company") has determined  that it is in the best interest of
the  Company  to  register  500,000  shares of the  Company's  common  stock for
issuance under the Company's 1999 Director Compensation Plan; and

                  WHEREAS, the Company proposes to file a registration statement
on Form S-8 and amendments thereto under the Securities Act of 1933 with respect
to the above-referenced plan.

                  NOW,  THEREFORE,  KNOW  ALL MEN BY  THESE  PRESENTS,  that the
undersigned  directors and officers of the Company,  individually  as a director
and/or as an  officer  of the  Company,  hereby  make,  constitute  and  appoint
Catherine W. Pecher their true and lawful  attorney-in-fact for each of them and
in each of their names, places and steads to sign and cause to be filed with the
Securities  and  Exchange   Commission  said  registration   statement  and  any
appropriate amendments thereto, to be accompanied by any necessary exhibits.

                  The  undersigned  directors and officers of the Company hereby
authorize  said person to sign said  registration  statement  on their behalf as
attorney-in-fact  and to amend, or remedy any deficiencies with respect to, said
registration  statement by  appropriate  amendment or amendments and to file the
same as  aforesaid,  hereby  giving and granting to said attorney full power and
authority to do so and perform all and every act and thing whatsoever  requisite
and necessary to complete the  foregoing,  hereby  ratifying and  confirming all
that said attorney may or shall do, or cause to be done, by virtue hereof.

         The  undersigned  further consent to the execution of this document and
counterpart originals. Each such counterpart shall constitute an original.

Dated:  October 27, 1999           /s/ E. Mandell de Windt
                                   -----------------------
                                       E. Mandell de Windt

Dated: October 27, 1999           /s/ Robert A. Garvey
                                  ------------------------
                                      Robert A. Garvey

Dated: October 27, 1999           /s/ C. Stephen Clegg
                                  ------------------------
                                      C. Stephen Clegg

Dated: October 30, 1999           /s/ E. Bradley Jones
                                  ------------------------
                                      E. Bradley Jones

Dated: October 27, 1999          /s/ William J. Cabaniss, Jr.
                                 ---------------------------
                                     William J. Cabaniss, Jr.

Dated: October 27, 1999          /s/ Richard de J. Osborne
                                 -------------------------
                                     Richard de J. Osborne

Dated: October 27, 1999          /s/ Alfred C. DeCrane, Jr.
                                --------------------------
                                     Alfred C. DeCrane, Jr.

Dated: October 27, 1999          /s/ Robert D. Kennedy
                                 --------------------------
                                     Robert D. Kennedy

Dated: October 27, 1999          /s/ John H. Roberts
                                 --------------------------
                                     John H. Roberts

Dated: November 2, 1999          /s/ Kevin E. Walsh
                                 --------------------------
                                     Kevin E. Walsh
EXHIBIT 99.1

                          BIRMINGHAM STEEL CORPORATION
                         1999 DIRECTOR COMPENSATION PLAN

Section 1.  Purpose of the Plan.

The purpose of the Birmingham Steel Corporation 1999 Director  Compensation Plan
(the "Plan") is to provide  cash and 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 the  issuance of shares of the  Company's  common
stock ("Common Stock").

Section 2.  Certain Definitions.

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Committee"  means the Compensation and Stock Option Committee of
               the Board.

          (c)  "Common Stock" means the common stock of the Company.

          (d)  "Company"  means   Birmingham  Steel   Corporation,   a  Delaware
               corporation.

          (e)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
               amended.

          (f)  "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.

          (g)  "Plan"  means the  Birmingham  Steel  Corporation  1999  Director
               Compensation Plan.

          (h)  "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 Committee of the Board of Directors of the
Company.  Grants  of  cash  and  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  determinations  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 500,000.  Such shares may consist, in whole
or in part, of authorized and unissued shares or treasury  shares.  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 of shares  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.  Annual Retainer.

On the  date  of  each  Annual  Meeting  of  Stockholders  of  Birmingham  Steel
Corporation  at which  directors  are elected,  commencing  with the 1999 Annual
Meeting of Stockholders,  each director who is elected to the Board of Directors
at such Annual  Meeting and who is not an employee of the Company  shall receive
in payment of such  director=s  annual  retainer  shares of Common  Stock with a
market  value of $30,000  based on the closing  price on the last trading day of
the month preceding such annual meeting,  except that cash shall be paid in lieu
of fractional shares.

Section 7.  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;  except as may be required by applicable  laws or
regulations.

Section 8.  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 9.  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. A Non-Employee  Director  shall,  no later than
               the date as of which the value of any award under this Plan first
               becomes  includable in the  Non-Employee  Director=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 such award.

          (c)  Shares.  The shares of Common  Stock issued 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  choice of law).
               The Plan shall be  construed to comply with all  applicable  law,
               and to avoid liability to the Company or a Non-Employee Director,
               including,  without limitation,  liability under Section 16(b) of
               the Exchange Act.

          (e)  Effective Date of Plan. The Plan shall be effective July 1, 1999.

          (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 hereby, and
               this Plan shall be construed as if such invalid or  unenforceable
               provision were omitted.

          (h)  Successors  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.

          (i)  Status of Existing  Plan.  This Plan  supercedes and replaces the
               Birmingham  Steel   Corporation   Director=s   Compensation  Plan
               effective July 1, 1992, as amended May 14, 1993.