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 MANAGEMENT INCENTIVE 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   2,900,000(2)      $1.315         $3,813,500       $953.38
---------------  -------------- ---------------  ---------------  -------------

(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  2,900,000  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  Management
Incentive 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 Management Incentive 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

<PAGE>
/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 Management Incentive 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 MANAGEMENT INCENTIVE PLAN

SECTION 1. General Purpose of Plan: Definitions.
------------------------------------------------

     The name of this plan is the Birmingham  Steel  Corporation 2000 Management
Incentive  Plan (the  "Plan").  The purpose of the Plan is to enable  Birmingham
Steel Corporation (the "Company") and its Subsidiaries and Affiliates to attract
and retain  employees who contribute to the Company's  success by their ability,
ingenuity  and  industry,  and to enable such  employees to  participate  in the
long-term  success and growth of the Company  through an equity  interest in the
Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

          a.  "Affiliate"  means  any  corporation  (other  than a  Subsidiary),
     partnership,  joint  venture or any other entity in which the Company owns,
     directly  or  indirectly,  at  least  a  10  percent  beneficial  ownership
     interest.

          b. "Board" means the Board of Directors of the Company.

          c. "Cause" means a felony  conviction of a participant  or the failure
     of a participant to contest  prosecution  for a felony,  or a participant's
     willful  misconduct  or  dishonesty  which is  harmful to the  business  or
     reputation of the Company or any Subsidiary or Affiliate.

          d. "Code" means the Internal Revenue Code of 1986, as amended,  or any
     successor thereto.

          e.  "Committee"  means a  committee  of the  Board  appointed  for the
     purpose  of   administering   the  Plan,   which  committee  shall  consist
     exclusively of Disinterested Persons.

          f. "Commission" means the Securities and Exchange Commission.

          g.  "Company"  means  Birmingham  Steel  Corporation,   a  corporation
     organized  under  the  laws of the  State  of  Delaware  (or any  successor
     corporation).

          h.  "Disability"  means total and  permanent  disability as determined
     under the Company's long term disability program.

          i.  "Disinterested  Person" shall mean a member of the Company's Board
     who  satisfies  the  requirements  for being (i) a  "disinterested  person"
     within the  meaning set forth in Rule  16b-3(b)(3)  as  promulgated  by the
     Commission under the Exchange Act, or any successor  definition  adopted by
     the Commission, and (ii) an "outside director" within the meaning set forth
     in  Section  162(m) of the Code and the  treasury  regulations  promulgated
     thereunder, as amended from time to time.

          j. "Early Retirement" means retirement from active employment with the
     Company,  any  Subsidiary and any Affiliate on or after the date on which a
     participant reaches the age of fifty-five (55) but before the date on which
     the participant reaches the age of sixty-five (65).

          k.  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
     amended, and any successor thereto.

          l. "Fair Market Value" means,  as of any given date, the closing price
     of the Stock on such date (or if no transactions were reported on such date
     on the next preceding date on which  transactions  were so reported) on the
     New York Stock Exchange  Composite Tape or if the Stock is not on such date
     listed on the New York Stock  Exchange,  in the  principal  market in which
     such Stock is traded on such date.

          m. "Incentive  Stock Option" means any Stock Option intended to be and
     designated as an "incentive stock option" within the meaning of Section 422
     of the Code.

          n. "Non-Qualified  Stock Option" means any Stock Option that is not an
     Incentive Stock Option.

          o. "Normal  Retirement"  means retirement from active  employment with
     the  Company,  any  Subsidiary,  and any  Affiliate on or after the date on
     which a participant reaches the age of sixty-five (65).

          p.  "Performance  Award"  means an award of shares of Stock or cash to
     the  executives  pursuant to Section 8 contingent  upon  achieving  certain
     performance goals.

          q. "Plan" means this 2000 Management Incentive Plan.

          r.  "Restricted  Stock"  means an award of  shares  of Stock  that are
     subject to restrictions under Section 7 hereof.

          s. "Retirement" means Normal or Early Retirement.

          t. "Stock" means the Common Stock of the Company.

          u. "Stock  Appreciation  Right" means a right  granted under Section 6
     hereof,  which entitles the holder to receive a cash payment or an award of
     Stock in an amount  equal to the  difference  between  (i) the Fair  Market
     Value of the Stock  covered by such right at the date the right is granted,
     unless otherwise determined by the Committee pursuant to Section 6 and (ii)
     the Fair  Market  Value of the Stock  covered by such right at the date the
     right is exercised multiplied by the number of shares covered by the right.

          v. "Stock Option" means any option to purchase shares of Stock granted
     to employees pursuant to Section 5.

          w. "Subsidiary"  means any corporation  (other than the Company) in an
     unbroken  chain of  corporations  beginning with the Company if each of the
     corporations  (other than the last  corporation in the unbroken chain) owns
     stock  possessing  50% or more of the total  combined  voting  power of all
     classes of stock in one of the other corporations in the chain.

          x. "Ten  Percent  Shareholder"  means a person who owns (after  taking
     into account the  attribution  rules of Code Section  424(b)) more than ten
     percent (10%) of the total combined voting power of all classes of stock of
     the Company.


SECTION 2. Administration.
--------------------------
     The Plan shall be  administered  by the Committee  which shall at all times
consist of not less than three Disinterested Persons.

     The  Committee  shall  have the power and  authority  to grant to  eligible
employees,  pursuant  to the terms of the Plan:  (i) Stock  Options;  (ii) Stock
Appreciation Rights; (iii) Restricted Stock; or (iv) Performance Awards.

     In particular, the Committee shall have the authority:

               (i) to  select  the  officers  and  other  key  employees  of the
          Company,  its Subsidiaries,  and its Affiliates to whom Stock Options,
          Stock Appreciation Rights,  Restricted Stock, or Performance Awards or
          a  combination  of the  foregoing  from time to time  will be  granted
          hereunder;

               (ii) to  determine  whether  and to what extent  Incentive  Stock
          Options,  Non-Qualified  Stock  Options,  Stock  Appreciation  Rights,
          Restricted  Stock,  or  Performance  Awards  or a  combination  of the
          foregoing, are to be granted hereunder;

               (iii)to  determine the number of shares of Stock to be covered by
          each such award granted hereunder;

               (iv) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any award granted hereunder  including,  but
          not limited  to, any  restriction  on any Stock  Option or other award
          and/or  the  shares of Stock  relating  thereto  based on  performance
          and/or such other factors as the Committee may determine,  in its sole
          discretion,  and any vesting features based on performance and/or such
          other factors as the Committee may determine, in its sole discretion;

               (v)  to  determine  whether,   to  what  extent  and  under  what
          circumstances Stock and other amounts payable with respect to an award
          under  this Plan  shall be  deferred  either  automatically  or at the
          election of a participant, including providing for and determining the
          amount (if any) of deemed  earnings on any deferred  amount during any
          deferral period.

     Subject to Section 10, the  Committee  shall have the  authority  to adopt,
alter and repeal such administrative  rules,  guidelines and practices governing
the Plan as it shall, from time to time, deem advisable;  to interpret the terms
and  provisions  of the Plan  and any  award  issued  under  the  Plan  (and any
agreements  relating thereto);  and to otherwise supervise the administration of
the Plan.

     Unless  otherwise   expressly  provided  in  the  Plan,  all  designations,
determinations,  interpretations,  and other  decisions under or with respect to
the Plan or any award  hereunder  shall be  within  the sole  discretion  of the
Committee, may be made at any time, and shall be final, conclusive,  and binding
upon all persons, including the Company, any employee, any holder or beneficiary
of any award granted hereunder and any shareholder.


SECTION 3.  Stock Subject to Plan.
----------------------------------
     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 2,900,000. Such shares may consist, in whole or in part,
of authorized and unissued shares or treasury shares.

     The maximum  number of shares  subject to awards which may be granted under
the Plan to any individual in any one year is 1,100,000  (subject to appropriate
adjustments to reflect changes in the capitalization of the Company).

     If any shares of Stock that have been subject to Stock  Options cease to be
subject to Stock Options, or if any shares subject to any Restricted Stock award
granted  hereunder  are  forfeited or such award is otherwise  terminated,  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,  stock  dividend,  or  other  change  in  corporate  structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares  reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding  Stock Options granted under the Plan and
in the number of shares  subject to  Restricted  Stock awards  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.  Such  adjusted  option price shall also be used to determine
the amount  payable by the Company upon the  exercise of any Stock  Appreciation
Right associated with any Stock Option.


SECTION 4.  Eligibility.
------------------------
     Officers and other key employees of the Company,  its  Subsidiaries  or its
Affiliates  (but  excluding  members of the  Committee and any person who serves
only as a director) who are  responsible  for or  contribute to the  management,
growth and/or profitability of the business of the Company, its Subsidiaries, or
its  Affiliates,  are eligible to be granted Stock Options,  Stock  Appreciation
Rights,  Restricted Stock or Performance  Awards. The optionees and participants
under the Plan shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of shares covered by each award or grant.


SECTION 5.  Stock Options.
--------------------------
     Stock  Options may be granted  either  alone or in addition to other awards
granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve, and the provisions of Stock
Option awards need not be the same with respect to each optionee.

     The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.

     The  Committee  shall have the  authority to grant any  optionee  Incentive
Stock Options,  Non-Qualified  Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights) except that Incentive Stock
Options  shall not be granted to employees of an  Affiliate.  To the extent that
any Stock  Option  does not  qualify  as an  Incentive  Stock  Option,  it shall
constitute a separate Non-Qualified Stock Option.

     Except as provided in Section 5(j) hereof, no term of this Plan relating to
Incentive Stock Options shall be interpreted,  amended or altered, nor shall any
discretion  or  authority  granted  under  the  Plan be so  exercised,  so as to
disqualify  either the Plan or any  Incentive  Stock Option under Section 422 of
the Code.  Notwithstanding the foregoing,  in the event an optionee  voluntarily
disqualifies  an option as an  Incentive  Stock  Option  within  the  meaning of
Section 422 of the Code,  the Committee may, but shall not be obligated to, make
such  additional  grants,   awards  or  bonuses  as  the  Committee  shall  deem
appropriate,  to reflect the tax savings to the Company  which results from such
disqualification.

     Stock  Options  granted  under the Plan shall be  subject to the  following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

          (a)  Option  Price.  The option  price per share of Stock  purchasable
     under a Stock Option shall be  determined  by the  Committee at the time of
     grant but shall not be less than 100% of the Fair Market Value of the Stock
     on the date of the grant of the Stock  Option;  provided,  however,  if the
     Option is an Incentive  Stock Option granted to a Ten Percent  Shareholder,
     the option price for each share of Stock  subject to such  Incentive  Stock
     Option  shall be no less than one hundred  ten  percent  (110%) of the Fair
     Market Value of a share of Stock on the date such Incentive Stock Option is
     granted.

          (b) Option  Term.  The term of each Stock Option shall be fixed by the
     Committee,  provided that no Stock Option which is granted to a Ten Percent
     Shareholder  shall be  exercisable  more than five (5) years after the date
     such Stock  Option is granted and that no Stock  Option which is granted to
     an optionee that is not a Ten Percent Shareholder shall be exercisable more
     than ten (10) years after the date such Stock Option is granted.

          (c)  Exercisability.  Subject to paragraph  (j) of this Section 5 with
     respect to Incentive  Stock Options,  Stock Options shall be exercisable at
     such time or times and  subject  to such terms and  conditions,  including,
     without  limitation,  vesting  conditions  tied to  Stock  price  or  other
     criteria,  as  shall  be  determined  by the  Committee  at  grant.  If the
     Committee provides, in its discretion, that any Stock Option is exercisable
     only in  installments,  the Committee may waive such  installment  exercise
     provision at any time in whole or in part based on performance  and/or such
     other factors as the Committee may determine in its sole discretion.

          (d) Method of Exercise.  Stock 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.  As determined
     by the Committee,  in its sole  discretion,  at or after grant,  payment in
     full or in part may also be made in the form of unrestricted Stock owned by
     the  optionee  or, in the case of the  exercise  of a  Non-Qualified  Stock
     Option,  Restricted  Stock  subject  to an  award  hereunder  or any  other
     property  acceptable to the Committee  may be used for payment  (based,  in
     each case,  on the Fair Market Value of the Stock or other  property on the
     date the option is exercised,  as determined by the Committee).  If payment
     of the option  exercise  price of a  Non-Qualified  Stock Option is made in
     whole or in part with shares of Restricted  Stock the shares  received upon
     the exercise of such Stock Option shall be restricted  or deferred,  as the
     case may be, in accordance  with the original term of the Restricted  Stock
     award  in  question,  except  that  the  Committee  may  direct  that  such
     restrictions or deferral  provisions shall apply only to the number of such
     shares equal to the number of shares of Restricted  Stock  surrendered upon
     the  exercise  of such  option.  No shares of  unrestricted  Stock shall be
     issued until full payment  therefor has been made.  An optionee  shall have
     the rights to dividends or other  rights of a  stockholder  with respect to
     shares  subject to the option when the optionee has given written notice of
     exercise and has paid in full for such shares.

          (e)  Non-transferability of Options.  Except as otherwise set forth in
     this Section  5(e), no Stock Option shall be  transferable  by the Optionee
     otherwise  than by will or by the laws of  descent  and  distribution.  All
     Stock Options shall be exercisable, during the optionee's lifetime, only by
     the  optionee.  The  Committee  shall  have  the  discretionary  authority,
     however,  to grant  Non-Qualified Stock Options which would be transferable
     to members of an  optionee's  immediate  family (which shall  include,  for
     purposes of this section,  spouses and children and grandchildren,  whether
     natural or adopted),  and to trusts for the benefit of such family  members
     and  partnerships  in which such family members are the only partners.  For
     purposes  of  paragraphs  (f),  (g),  (h)  and  (i) of  this  Section  5, 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.

          (f)  Termination  of Employment by Reason of Death.  Unless  otherwise
     determined by the Committee, if any optionee's employment with the Company,
     any Subsidiary,  and any Affiliate terminates by reason of death, the Stock
     Option  may  thereafter  be  immediately  exercised,  to  the  extent  then
     exercisable (or on such accelerated  basis as the Committee shall determine
     at or after  grant),  by the legal  representative  of the estate or by the
     legatee of the optionee under the will of the optionee, for a period of one
     (1) year from the date of such death or until the  expiration of the stated
     term of such Stock Option, whichever period is the shorter.

          (g)  Termination  of  Employment  by  Reason  of  Disability.   Unless
     otherwise  determined by the Committee,  if any optionee's  employment with
     the Company,  and  Subsidiary  and any  Affiliate  terminates  by reason of
     Disability,  any Stock  Option  held by such  optionee  may  thereafter  be
     exercised,  to the extent it was exercisable at the time of termination due
     to  Disability  (or  on  such  accelerated  basis  as the  Committee  shall
     determine at or after grant),  but may not be exercised  after one (1) year
     from the date of such  termination  of employment or the  expiration of the
     stated  term  of  such  Stock  Option,  whichever  period  is the  shorter;
     provided,  however, that, if the optionee dies within such one-year period,
     any  unexercised  Stock Option held by such  optionee  shall  thereafter be
     exercisable to the extent to which it was  exercisable at the time of death
     for a period of twelve months from the date of such death or for the stated
     term of such Stock Option, whichever period is the shorter. In the event of
     termination  of employment by reason of Disability,  if an Incentive  Stock
     Option is exercised after the expiration of the exercise periods that apply
     for purposes of Section 422 of the Code,  such Stock Option will thereafter
     be treated as a Non-Qualified Stock Option.

          (h)  Termination  of  Employment  by  Reason  of  Retirement.   Unless
     otherwise  determined by the Committee,  if any optionee's  employment with
     the Company,  any  Subsidiary  and any  Affiliate  terminates  by reason of
     Normal or Early  Retirement,  any Stock  Option held by such  optionee  may
     thereafter  be  exercised to the extent it was  exercisable  at the time of
     such  Retirement  (or on such  accelerated  basis  as the  Committee  shall
     determine at or after grant),  but may not be exercised  after one (1) year
     from the date of such  termination  of employment or the  expiration of the
     stated  term  of  such  Stock  Option,  whichever  period  is the  shorter;
     provided,  however,  that if the optionee dies within such one-year  period
     any  unexercised  Stock Option held by such  optionee  shall  thereafter be
     exercisable,  to the  extent  to  which it was  exercisable  at the time of
     death, for a period of twelve months from the date of such death or for the
     stated term of the Stock Option,  whichever  period is the shorter.  In the
     event of termination of employment by reason of Retirement, if an Incentive
     Stock  Option  is  exercised  after the  exercise  periods  that  apply for
     purposes of Section 422 of the Code,  such Stock Option will  thereafter be
     treated as a Non-Qualified Stock Option.

          (i) Other  Termination of Employment.  Unless otherwise  determined by
     the Committee, if an optionee's employment with the Company, any Subsidiary
     and any Affiliate terminates for any reason other than death, Disability or
     Retirement,  the Stock Option shall thereupon  terminate,  except that such
     Stock Option may be exercised  for the lesser of three months from the date
     of termination or the balance of such Stock Option's term if the optionee's
     employment   with  the  Company,   and  Subsidiary  and  any  Affiliate  is
     involuntarily terminated by the optionee's employer without Cause.

          (j)  Limit  on Value  of  Incentive  Stock  Option  First  Exercisable
     Annually. The aggregate Fair Market Value (determined at the time of grant)
     of the Stock for which  Incentive  Stock  Options are  exercisable  for the
     first time by an optionee  during any calendar  year under the Plan (and/or
     any  other  stock  option  plans of the  Company,  any  Subsidiary  and any
     Affiliate) shall not exceed $100,000. For purposes of this paragraph (j) of
     Section 5, Incentive  Stock Options will be taken into account in the order
     in which they were granted.


SECTION 6.  Stock Appreciation Rights.
--------------------------------------

          (a) Grant and Exercise When Granted in Conjunction With Stock Options.
     Stock Appreciation Rights may be granted in conjunction with all or part of
     any  Stock  Option  granted  under  the  Plan  and may  contain  terms  and
     conditions  different  from those of the related  Stock  Option,  except as
     otherwise provided below. In the case of a Non-Qualified Stock Option, such
     rights  may be  granted  either  at or after  the time of the grant of such
     Non-Qualified  Stock Option. In the case of an Incentive Stock Option, such
     rights may be granted only at the time of the grant of such Incentive Stock
     Option.

     A Stock  Appreciation  Right or  applicable  portion  hereof  granted  with
respect to a given Stock Option  shall  terminate  and no longer be  exercisable
upon the  termination  or exercise of the related  Stock  Option,  except  that,
unless  otherwise  provided  by the  Committee  at the  time of  grant,  a Stock
Appreciation  Right  granted with respect to less than the full number of shares
covered  by a related  Stock  Option  shall only be reduced if and to the extent
that the number of shares  covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock  Appreciation
Right.

     A Stock Appreciation  Right may be exercised by an optionee,  in accordance
with paragraph (c) of this Section 6, by surrendering the applicable  portion of
the related Stock Option.  Upon such exercise and surrender,  the optionee shall
be  entitled  to  receive  an amount  determined  in the  manner  prescribed  in
paragraph (c) of this Section 6. Stock  Options which have been so  surrendered,
in whole or in part,  shall no longer be  exercisable  to the extent the related
Stock Appreciation Rights have been exercised.

          (b) Grant and Exercise When Granted Alone. Stock  Appreciation  Rights
     may be granted at the  discretion  of the Committee in a manner not related
     to an award of a Stock Option. The Stock Appreciation Right,  granted under
     Section 6(b),  shall be exercisable in accordance  with Section 6(c) over a
     period not to exceed  ten  years.  Any Stock  Appreciation  Right  which is
     outstanding   on  the  last  day  of  the   exercisable   period  shall  be
     automatically  exercised  on  such  date  for  cash  or  Common  Stock,  as
     determined by the Committee, without any action by the holder.

          (c) Terms and Conditions.  Stock Appreciation  Rights shall be subject
     to such terms and conditions,  not inconsistent  with the provisions of the
     Plan, as shall be determined from time to time by the Committee,  including
     the following:

               (i) Stock  Appreciation  Rights granted  pursuant to Section 6(a)
          shall be exercisable only at such time or times and to the extent that
          the Stock Options to which the Stock Appreciation  Rights relate shall
          be exercisable in accordance with the provisions of Section 5 and this
          Section 6 of the Plan.

               (ii) Upon the  exercise  of a Stock  Appreciation  Right  granted
          pursuant to Section 6(a), an optionee  shall be entitled to receive an
          amount in cash or shares of Stock  equal in value to the excess of the
          Fair  Market  Value of one share of Stock  over the  option  price per
          share  specified in the related Stock Option  multiplied by the number
          of shares in respect of which the Stock  Appreciation Right shall have
          been exercised,  with the Committee  having the right to determine the
          form of  payment.  Upon the  exercise  of a Stock  Appreciation  Right
          granted  pursuant  to Section  6(b),  the holder  shall be entitled to
          receive  an amount  in cash or  shares of Stock  equal in value to the
          excess of the Fair  Market  Value of one share of Stock  over the Fair
          Market Value of one share of Stock at the date the Stock  Appreciation
          Right was  granted  multiplied  by the  number of shares in respect of
          which the Stock Appreciation Right shall have been exercised, with the
          Committee having the right to determine the form of payment.

               (iii) Stock  Appreciation  Rights shall be transferable only when
          and  to  the  extent  that  any  underlying   Stock  Option  would  be
          transferable under paragraph (e) of Section 5 of the Plan.  Otherwise,
          Stock  Appreciation  Rights  shall not be  transferable  by the holder
          other than by will or the laws of descent and distribution.  Except as
          set forth above, all Stock  Appreciation  Rights shall be exercisable,
          during the holder's lifetime, only by the holder.

               (iv) Upon the  exercise  of a Stock  Appreciation  Right  granted
          pursuant to Section 6(a),  the Stock Option,  or part thereof to which
          such Stock Appreciation Right is related, shall be deemed to have been
          exercised for the purpose of the  limitation set forth in Section 3 of
          the Plan on the number of shares of Stock to be issued under the Plan.

               (v) A Stock  Appreciation  Right  granted in  connection  with an
          Incentive  Stock Option pursuant to Section 6(a) may be exercised only
          if and when the market  price of the Stock  subject  to the  Incentive
          Stock Option exceeds the exercise price of such Stock Option.

               (vi) In its sole  discretion,  the Committee may provide,  at the
          time of grant of a Stock Appreciation Right under this Section 6, that
          such Stock  Appreciation Right can be exercised only in the event of a
          "Change of Control" and/or a "Potential Change of Control" (as defined
          in Section 12 below).

               (vii) The  Committee,  in its sole  discretion,  may also provide
          that in the event of a "Change of Control" and/or a "Potential  Change
          of  Control"  (as  defined  in Section 12 below) the amount to be paid
          upon the exercise of a Stock  Appreciation Right shall be based on the
          "Change of Control Price" (as defined in Section 12 below).

               (viii) Any  exercise  by a  participant  of all or a portion of a
          Stock  Appreciation Right for cash, may only be made during the period
          beginning  on  the  third  business  day  following  the  date  of the
          Company's  release of its  quarterly or annual  summary  statements of
          sales and  earnings to the public and ending on the  twelfth  business
          day following such date; provided,  however,  that the foregoing shall
          not apply to any  exercise by a  participant  of a Stock  Appreciation
          Right for cash where the date of  exercise  is  automatic  or fixed in
          advance under the Plan and is outside the control of the participant.

SECTION 7.  Restricted Stock.
-----------------------------

          (a)  Administration.  Shares of Restricted  Stock may be issued either
     alone or in addition to other awards  granted under the Plan. The Committee
     shall  determine  the  officers  and key  employees  of the Company and its
     Subsidiaries and Affiliates to whom, and the time or times at which, grants
     of Restricted  Stock will be made, the number of shares to be awarded,  the
     price, if any, to be paid by the recipient of Restricted  Stock (subject to
     Section  7(b)  hereof),  the time or times  within which such awards may be
     subject to forfeiture,  and all other conditions of the awards. However, in
     no event shall any restriction, including risk of forfeiture, attach to the
     Restricted  Stock for a term to exceed  ten years  from the date such Stock
     was granted. The Committee may also condition the grant of Restricted Stock
     upon the attainment of specified  performance goals, or such other criteria
     as the Committee may determine,  in its sole discretion.  The provisions of
     Restricted  Stock  awards  need  not be  the  same  with  respect  to  each
     recipient.

          (b) Awards and Certificates.  The prospective recipient of an award of
     shares of  Restricted  Stock shall not have any rights with respect to such
     award, unless and until such recipient has executed an agreement evidencing
     the award (a "Restricted  Stock Award Agreement") and has delivered a fully
     executed copy thereof to the Company,  and has otherwise  complied with the
     then applicable terms and conditions.

               (i) Awards of Restricted  Stock must be accepted  within a period
          of 60 days (or such shorter period as the Committee may specify) after
          the award date by executing a  Restricted  Stock Award  Agreement  and
          paying whatever price, if any, is required.

               (ii) Each  participant who is awarded  Restricted  Stock shall be
          issued a stock  certificate  in respect of such  shares of  Restricted
          Stock.

     Such certificate  shall be registered in the name of the  participant,  and
shall  bear an  appropriate  legend  referring  to the  terms,  conditions,  and
restrictions applicable to such award, substantially in the following form:

          "The  transferability  of this  certificate  and the  shares  of stock
          represented hereby are subject to the terms and conditions  (including
          forfeiture)  of  the  Birmingham  Steel  Corporation  2000  Management
          Incentive Plan and a Restricted  Stock Agreement  entered into between
          the registered owner and Birmingham Steel Corporation.  Copies of such
          Plan and  Agreement  are on file in the  offices of  Birmingham  Steel
          Corporation,  1000 Urban Center Drive, Suite 300, Birmingham,  Alabama
          35242-2516."

               (iii) The  Committee  shall  require that the stock  certificates
          evidencing  such  shares be held in custody by the  Company  until the
          restrictions  thereon  shall have lapsed,  and that, as a condition of
          any Restricted  Stock award,  the  participant  shall have delivered a
          stock power,  endorsed in blank, relating to the Stock covered by such
          award.

          (c)  Restrictions  and  Conditions.  The  shares of  Restricted  Stock
     awarded  pursuant  to this  Section  7 shall be  subject  to the  following
     restrictions and conditions:

               (i) Subject to the provisions of this Plan and  Restricted  Stock
          Award  Agreements,  during the period  established by the Committee in
          which the Restricted Stock is subject to forfeiture (the  "Restriction
          Period"),  the participant  shall not be permitted to sell,  transfer,
          pledge or assign  shares of  Restricted  Stock awarded under the Plan.
          Within  these  limits,  the  Committee  may,  in its sole  discretion,
          provide for the lapse of such  restrictions  in  installments  and may
          accelerate  or waive  such  restrictions  in whole or in part based on
          performance  and/or such other factors as the Committee may determine,
          in its sole discretion.

               (ii) Except as provided in  paragraph  (c)(i) of this  Section 7,
          the  participant  shall have, with respect to the shares of Restricted
          Stock,  all of the rights of a stockholder  of the Company,  including
          the right to receive any dividends.

     Dividends paid in cash with respect to shares of Restricted Stock shall not
be subject to any restrictions or subject to forfeiture. Dividends paid in stock
of the Company or stock  received in connection  with a stock split with respect
to  Restricted  Stock  shall  be  subject  to the same  restrictions  as on such
Restricted  Stock.  Certificates  for  shares  of  unrestricted  Stock  shall be
delivered  to the  participant  promptly  after,  and only after,  the period of
forfeiture  shall  expire  without  forfeiture  in  respect  of such  shares  of
Restricted Stock.

               (iii)  Subject to the  provisions of the  Restricted  Stock Award
          Agreement and this Section 7, upon  termination  of employment for any
          reason  during the  Restriction  Period,  all shares still  subject to
          restriction shall be forfeited by the participant, and the participant
          shall only receive the amount,  if any,  paid by the  participant  for
          such forfeited Restricted Stock.

               (iv)  In  the  event  of  special  hardship  circumstances  of  a
          participant  whose employment is involuntarily  terminated (other than
          for Cause), the Committee may, in its sole discretion,  waive in whole
          or in part any or all  remaining  restrictions  with  respect  to such
          participant's shares of Restricted Stock.

          (d) Section  162(m)  Provisions.  Unless  otherwise  determined by the
     Committee,  performance  goals  established  for the top five  most  highly
     compensated  officers of the  Company  shall be  pre-established  objective
     performance  goals  within the  meaning  of Section  162(m) of the Code and
     treasury regulations promulgated thereunder.  Furthermore, unless otherwise
     determined by the Committee, once the Committee has established one or more
     performance  goals with respect to  Restricted  Stock granted to one of the
     top five most highly  compensated  officers of the Company  which was, when
     granted,  intended to be pre-established objective performance goals within
     the  meaning of  Section  162(m) of the Code and the  treasury  regulations
     thereunder,  the  Committee  shall not waive or alter the targets after the
     earlier  of  (i)  the  expiration  of  twenty-five  percent  (25%)  of  the
     performance  period  or (ii)  the  date on  which  the  outcome  under  the
     objectives is substantially  certain.  Unless  otherwise  determined by the
     Committee,  if any provision of the Plan or any Restricted Stock granted to
     an individual who is one of the top five most highly  compensated  officers
     of the Company  hereunder  would  disqualify the award of Restricted  Stock
     with respect to such individual, or would otherwise not comply with Section
     162(m) of the Code,  such  provision or award of Restricted  Stock shall be
     construed or deemed amended to conform to Section 162(m) of the Code.


SECTION 8.  Performance Awards.
-------------------------------
          (a) Administration. Shares of Common Stock or a payment in cash may be
     distributed  under the Plan upon the attainment of performance  goals to an
     employee as a Performance Award. The Committee shall determine the officers
     and key  employees of the Company and its  Subsidiaries  and  Affiliates to
     whom the  Performance  Award is granted,  the terms and  conditions  of the
     performance  goals,  the term of the  performance  period and the level and
     form of the payment of the Performance Award.

          (b)  Performance  Goals.  The  Committee,  at its sole  discretion may
     establish,  under this  Section  8,  performance  goals  either in terms of
     Company-wide  goals or in terms of goals that are  related to the  specific
     performance  of the employee or the  division,  subsidiary,  department  or
     function  within the Company in which the employee is  employed.  A minimum
     level  of  acceptance,   at  the  discretion  of  the  Committee,   may  be
     established.

     If at the end of the  performance  period  the  specified  goals  have been
attained,  the employee is deemed to have fully earned the Performance Award. If
such  performance  goals have not been attained,  the employee is deemed to have
partly earned the Performance Award and becomes eligible to receive a portion of
the total award, as determined by the Committee.  If a required minimum level of
achievement  has not been met,  the  employee  is  entitled to no portion of the
Performance  Award.  Subject to Section  8(d) below,  the Company may adjust the
payment  of awards or the  performance  goals if events  occur or  circumstances
arise which would cause a particular  payment or set of performance  goals to be
inappropriate as a measure of performance.

          (c) Terms and Conditions.  An employee to whom a Performance Award has
     been  granted is given  performance  goals to be reached  over a  specified
     period,  referred to herein as the  "performance  period".  Generally  this
     period shall be not less than 1 year but in no case shall the period exceed
     5 years.

     An employee  granted a Performance  Award pursuant to this Section 8 who by
reason of death,  disability or retirement  terminates employment before the end
of the  performance  period is  entitled  to  receive a  portion  of any  earned
Performance Award.

     An employee who  terminates  employment  for any other reason  forfeits all
rights under the Performance Award.

          (d) Section  162(m)  Provisions.  Unless  otherwise  determined by the
     Committee,  performance  goals  established  for the top five  most  highly
     compensated  officers of the  Company  shall be  pre-established  objective
     performance  goals  within the  meaning  of Section  162(m) of the Code and
     treasury regulations promulgated thereunder.  Furthermore, unless otherwise
     determined by the Committee, once the Committee has established one or more
     performance goals with respect to a Performance Award granted to one of the
     top five most highly  compensated  officers of the Company which were, when
     granted,  intended to be pre-established objective performance goals within
     the  meaning of  Section  162(m) of the Code and the  treasury  regulations
     thereunder,  the  Committee  shall not waive or alter the targets after the
     earlier  of  (i)  the  expiration  of  twenty-five  percent  (25%)  of  the
     performance  period  or (ii)  the  date on  which  the  outcome  under  the
     objectives is substantially  certain.  Unless  otherwise  determined by the
     Committee, if any provision of the Plan or any Performance Award granted to
     an individual who is one of the top five most highly  compensated  officers
     of the  Company  hereunder  would  disqualify  the  Performance  Award with
     respect to such  individual,  or would  otherwise  not comply with  Section
     162(m) of the Code, such provision or Performance  Award shall be construed
     or deemed amended to conform to Section 162(m) of the Code.

SECTION 9.  Loan Provisions.
----------------------------

     With the consent of the Committee,  the Company may make, or arrange for, a
loan or loans to an employee  with  respect to the  exercise of any Stock Option
granted under the Plan and/or with respect to the payment of the purchase price,
if any, of any Restricted Stock awarded hereunder. The Committee shall have full
authority to decide  whether to make a loan or loans  hereunder and to determine
the  amount,  term and  provisions  of any such  loan or  loans,  including  the
interest  rate to be charged in respect of any such loan or loans,  whether  the
loan or loans are to be with or without recourse against the borrower, the terms
on which the loan is to be repaid and the  conditions,  if any,  under which the
loan or loans may be forgiven.

SECTION 10. Amendments and Termination.
---------------------------------------

     The  Board may  amend,  alter,  or  discontinue  the Plan as it shall  deem
advisable  or to  conform  to any  change in any  applicable  law or  regulation
applicable thereto (including, without limitation, applicable federal securities
laws and  regulations and applicable  federal income tax laws and  regulations);
provided,  however, that no amendment,  alteration,  or discontinuation shall be
made which would  impair the right of an optionee or  participant  under a Stock
Option,  Stock  Appreciation  Right,  Restricted  Stock,  or  Performance  Award
theretofore granted,  without the optionee's or participant's  consent, or which
without the approval of the stockholders would:

          (a) except as  expressly  provided  in this Plan,  increase  the total
     number of shares reserved for the purpose of the Plan;

          (b) decrease the option price of any Stock Option to less than 100% of
     the Fair Market Value on the date of the granting of the option;

          (c) change  the  participants  or class of  participants  eligible  to
     participate in the Plan; or

          (d) extend the maximum option period under  paragraph (b) of Section 5
     of the Plan.

     The  Committee  may amend  the  terms of any  award or  option  theretofore
granted, prospectively or retroactively,  but no such amendment shall impair the
rights of any holder  without his or her consent.  Subject to the  provisions of
Section  3 above,  the  Committee  may also  substitute  new Stock  Options  for
previously  granted Stock Options  including  options  granted under other plans
applicable to the participant and previously granted Stock Options having higher
option prices.

SECTION 11.  Unfunded Status of Plan.
-------------------------------------
     The Plan is intended to  constitute  an  "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
participant or optionee by the Company,  nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to  deliver  Stock or  payment  in lieu of or with  respect  to  awards
hereunder;  provided,  however,  that  the  existence  of such  trusts  or other
arrangements shall be consistent with the unfunded status of the Plan. It is the
intention that the Plan be unfunded for tax purposes and for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as amended.

     A participant's  rights to benefit  payments under the Plan are not subject
in any manner to anticipation,  alienation, sale, transfer,  assignment, pledge,
encumbrance,  attachment,  or garnishment by creditors of the participant or the
participant's beneficiary.

SECTION 12.  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 12:

          (a) In the event of a "Change of Control" as defined in paragraph  (b)
     of this Section 12,  unless  otherwise  determined  by the Committee or the
     Board in writing at or after  grant,  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 grant (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 paragraph (c) of this Section 12:

               (i) any Stock  Appreciation  Rights and any Stock Options awarded
          under the Plan, if not previously  exercisable and vested shall become
          fully exercisable and vested;

               (ii) the restrictions and deferral limitations  applicable to any
          Restricted  Stock award under the Plan shall lapse and such shares and
          awards shall be deemed fully vested; and

               (iii)the  value  of  all   outstanding   Stock   Options,   Stock
          Appreciation Rights,  Restricted Stock or Performance Awards shall, to
          the extent  determined by the  Committee at or after grant,  be cashed
          out on the basis of the  "Change  of  Control  Price"  (as  defined in
          paragraph (d) of this Section 12) 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.  In the sole discretion of
          the Committee,  such  settlements  may be in cash, in stock,  or other
          consideration  as shall be necessary to effect the desired  accounting
          treatment for the transaction resulting from the "Change of Control."

          (b) For  purpose of  paragraph  (a) of this  Section  12, a "Change of
     Control" means the happening of any of the following:

               (i) when any "person",  as such term is used in Section 13(d) and
          14(d) of the Exchange  Act (other than the Company or a Subsidiary  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  20 percent 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  (ii),  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  through purchase of assets, or by merger,
          or otherwise.

          (c) For  purposes of  paragraph  (a) of this  Section 12, 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 paragraph (b) of this Section 12; or

               (ii)  the  acquisition  of  beneficial  ownership,   directly  or
          indirectly,  by any entity, person or group (other than the Company or
          a  Subsidiary  or any Company  employee  benefit plan  (including  its
          trustee)) of securities of the Company  representing 5 percent 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 12,  "Change of Control  Price" means
     the  highest  price per share paid in any  transaction  reported on the New
     York Stock Exchange  Composite  Tape, 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  Incentive  Stock  Options and Stock
     Appreciation  Rights relating to Incentive Stock Options,  such price shall
     be based only on transactions  reported for the date on which the Committee
     decides to cash out such options.

SECTION 13.  General Provisions.
--------------------------------
          (a) All  certificates  for  shares of Stock  delivered  under the Plan
     shall be subject to such stock transfer  orders and other  restrictions  as
     the Committee may deem  advisable  under the rules,  regulations  and other
     requirements of the Commission,  any stock exchange upon which the Stock is
     then listed,  and any applicable  Federal or state  securities law, and the
     Committee may cause a legend or legends to be put on any such  certificates
     to make appropriate reference to such restrictions.

          (b)  Nothing  set  forth in this Plan  shall  prevent  the Board  from
     adopting  other  or  additional  compensation   arrangements,   subject  to
     stockholder  approval if such approval is required;  and such  arrangements
     may be either  generally  applicable or applicable  only in specific cases.
     The adoption of the Plan shall not confer upon any employee of the Company,
     any Subsidiary or any Affiliate, any right to continued employment with the
     Company,  a Subsidiary  or an  Affiliate,  as the case may be, nor shall it
     interfere  in any way with the right of the  Company,  a  Subsidiary  or an
     Affiliate to terminate the employment of any of its employees at any time.

          (c) No employee  shall have any rights as a shareholder of the Company
     as a result of the grant of a Stock Option to him or to her under this Plan
     or his or her exercise of such Stock Option pending the actual  issuance of
     Stock subject to such Stock Option to such employee.

          (d) Each  participant  shall,  no later  than the date as of which the
     value of an award  first  becomes  includable  in the  gross  income of the
     participant  for Federal income tax purposes,  pay to the Company,  or make
     arrangements  satisfactory  to the  Committee  regarding  payment  of,  any
     Federal,  state,  or local taxes of any kind required by law to be withheld
     with respect to the award.  The  obligations  of the Company under the Plan
     shall be conditional on such payment or arrangements  and the Company (and,
     where  applicable,  its Subsidiaries and Affiliates),  shall, to the extent
     permitted by law,  have the right to deduct any such taxes from any payment
     of any kind otherwise due to the  participant.  Subject to applicable  laws
     and regulations regarding  transactions in Company Stock by persons who are
     deemed  insiders,  a  participant  may  elect to have the  withholding  tax
     obligations  or, in the case of all awards  hereunder  except Stock Options
     which  have  related  Stock  Appreciation   Rights,  if  the  Committee  so
     determines,  any  additional  tax  obligation  with  respect  to any awards
     hereunder  satisfied  by (a) having the  Company  withhold  shares of Stock
     otherwise  deliverable to the participant  with respect to the award or (b)
     delivering to the Company shares of unrestricted Stock.

          (e) At the time of grant or  purchase,  the  Committee  may provide in
     connection  with any grant or purchase made under this Plan that the shares
     of Stock received as a result of such grant or purchase shall be subject to
     a right of  first  refusal,  pursuant  to which  the  participant  shall be
     required to offer the Company  any shares  that the  participant  wishes to
     sell, with the price being the then Fair Market Value of the Stock, subject
     to provisions  of Section 13 hereof and to such other terms and  conditions
     as the Committee may specify at the time of grant.

          (f) No  member  of the  Board or the  Committee,  nor any  officer  or
     employee  of the  Company  acting on behalf of the Board or the  Committee,
     shall be personally liable for any action, determination, or interpretation
     taken or made in good faith with  respect to the Plan,  and all  members of
     the Board or the  Committee  and each and any  officer or  employee  of the
     Company  acting on their behalf shall,  to the extent  permitted by law, be
     fully  indemnified  and  protected  by the  Company  in respect of any such
     action, determination or interpretation.

          (g) If any  provision  of the Plan or any  agreement  representing  an
     award granted hereunder is or becomes or is deemed to be invalid,  illegal,
     or unenforceable in any jurisdiction or as to any person or award, or would
     disqualify  the Plan or any award  granted  hereunder  under any law deemed
     applicable by the Committee,  such  provision  shall be construed or deemed
     amended to conform to the applicable  laws, or if it cannot be construed or
     deemed amended without,  in the determination of the Committee,  materially
     altering  the  intent of the Plan or the  award,  such  provision  shall be
     stricken as to such jurisdiction,  person or award and the remainder of the
     Plan and any such award shall remain in full force and effect.

          (h) Each award  under the Plan  shall be  subject  to the  requirement
     that, if at any time the Committee  shall  determine  that (a) the listing,
     registration  or  qualification  of the shares of Stock  subject or related
     thereto upon any securities  exchange or under any state or federal law, or
     (b) the consent or approval of any government regulatory authority,  or (c)
     an agreement by the  recipient of an award with respect to the  disposition
     of shares of Stock,  is necessary  or  desirable  as a condition  of, or in
     connection  with,  the  granting  of such award or the issue or purchase of
     shares of Stock  thereunder,  such award may not be consummated in whole or
     in part unless such listing, registration, qualification, consent, approval
     or agreement  shall have been effected or obtained  free of any  conditions
     not acceptable to the Committee.  A participant shall agree, as a condition
     of receiving any award under the Plan, to execute any  documents,  make any
     representations,  agree to restrictions on stock  transferability  and take
     any  actions  which in the  opinion  of legal  counsel  to the  Company  is
     required by any applicable law, ruling or regulation.

          (i) Nothing in the Plan shall affect the right or power of the Company
     or  its   stockholders  to  make  or  authorize  any  or  all  adjustments,
     recapitalizations,  reorganizations  or  other  changes  in  the  Company's
     capital  structure or its business,  or any merger or  consolidation of the
     Company,  or any  issue of stock  or of  options,  warrants  or  rights  to
     purchase  stock or of  bonds,  debentures,  preferred  or prior  preference
     stocks  whose  rights  are  superior  to or affect  the Stock or the rights
     thereof or which are  convertible  into or  exchangeable  for Stock, or the
     dissolution or  liquidation of the Company,  or any sale or transfer of all
     or any part of its  assets  or  business,  or any  other  corporate  act or
     proceeding, whether of a similar character or otherwise.

          (j) Headings are given to the  sections  and  subsections  of the Plan
     solely as a convenience to facilitate reference. Such headings shall not be
     deemed  in  any  way   material  or  relevant   to  the   construction   or
     interpretation of the Plan or any provision thereof.

SECTION 14.  Effective Date of Plan.
------------------------------------
     The  effective  date of this Plan  shall be the date it is  adopted  by the
Board;  provided  that the  shareholders  of the Company  shall approve the Plan
within  twelve (12) months after the date of adoption;  and,  provided  further,
that any  awards  granted  under this Plan  before the date of such  shareholder
approval shall be granted subject to such approval.

SECTION  15.  Term of Plan.
---------------------------
     No Stock Option, Stock Appreciation Right,  Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of  stockholder  approval,  but awards  theretofore  granted may extend
beyond that date.


                                                                     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 Management Incentive 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 2,900,000 shares of the Corporation's  common
stock,  par value $.01 (the "Common  Stock"),  which may be issued in connection
with the  Corporation's  2000 Management  Incentive 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



<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  2000  Management
Incentive  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-BIRMINGHAM STEEL CORPORATION 2000 MIP", "secsgml_size_bytes": 79067}]
{"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": "333-57048", "film-number": "1568489"}, "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 MANAGEMENT INCENTIVE 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   2,900,000(2)      $1.315         $3,813,500       $953.38
---------------  -------------- ---------------  ---------------  -------------

(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  2,900,000  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  Management
Incentive 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 Management Incentive 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 Management Incentive 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 MANAGEMENT INCENTIVE PLAN

SECTION 1. General Purpose of Plan: Definitions.
------------------------------------------------

     The name of this plan is the Birmingham  Steel  Corporation 2000 Management
Incentive  Plan (the  "Plan").  The purpose of the Plan is to enable  Birmingham
Steel Corporation (the "Company") and its Subsidiaries and Affiliates to attract
and retain  employees who contribute to the Company's  success by their ability,
ingenuity  and  industry,  and to enable such  employees to  participate  in the
long-term  success and growth of the Company  through an equity  interest in the
Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

          a.  "Affiliate"  means  any  corporation  (other  than a  Subsidiary),
     partnership,  joint  venture or any other entity in which the Company owns,
     directly  or  indirectly,  at  least  a  10  percent  beneficial  ownership
     interest.

          b. "Board" means the Board of Directors of the Company.

          c. "Cause" means a felony  conviction of a participant  or the failure
     of a participant to contest  prosecution  for a felony,  or a participant's
     willful  misconduct  or  dishonesty  which is  harmful to the  business  or
     reputation of the Company or any Subsidiary or Affiliate.

          d. "Code" means the Internal Revenue Code of 1986, as amended,  or any
     successor thereto.

          e.  "Committee"  means a  committee  of the  Board  appointed  for the
     purpose  of   administering   the  Plan,   which  committee  shall  consist
     exclusively of Disinterested Persons.

          f. "Commission" means the Securities and Exchange Commission.

          g.  "Company"  means  Birmingham  Steel  Corporation,   a  corporation
     organized  under  the  laws of the  State  of  Delaware  (or any  successor
     corporation).

          h.  "Disability"  means total and  permanent  disability as determined
     under the Company's long term disability program.

          i.  "Disinterested  Person" shall mean a member of the Company's Board
     who  satisfies  the  requirements  for being (i) a  "disinterested  person"
     within the  meaning set forth in Rule  16b-3(b)(3)  as  promulgated  by the
     Commission under the Exchange Act, or any successor  definition  adopted by
     the Commission, and (ii) an "outside director" within the meaning set forth
     in  Section  162(m) of the Code and the  treasury  regulations  promulgated
     thereunder, as amended from time to time.

          j. "Early Retirement" means retirement from active employment with the
     Company,  any  Subsidiary and any Affiliate on or after the date on which a
     participant reaches the age of fifty-five (55) but before the date on which
     the participant reaches the age of sixty-five (65).

          k.  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
     amended, and any successor thereto.

          l. "Fair Market Value" means,  as of any given date, the closing price
     of the Stock on such date (or if no transactions were reported on such date
     on the next preceding date on which  transactions  were so reported) on the
     New York Stock Exchange  Composite Tape or if the Stock is not on such date
     listed on the New York Stock  Exchange,  in the  principal  market in which
     such Stock is traded on such date.

          m. "Incentive  Stock Option" means any Stock Option intended to be and
     designated as an "incentive stock option" within the meaning of Section 422
     of the Code.

          n. "Non-Qualified  Stock Option" means any Stock Option that is not an
     Incentive Stock Option.

          o. "Normal  Retirement"  means retirement from active  employment with
     the  Company,  any  Subsidiary,  and any  Affiliate on or after the date on
     which a participant reaches the age of sixty-five (65).

          p.  "Performance  Award"  means an award of shares of Stock or cash to
     the  executives  pursuant to Section 8 contingent  upon  achieving  certain
     performance goals.

          q. "Plan" means this 2000 Management Incentive Plan.

          r.  "Restricted  Stock"  means an award of  shares  of Stock  that are
     subject to restrictions under Section 7 hereof.

          s. "Retirement" means Normal or Early Retirement.

          t. "Stock" means the Common Stock of the Company.

          u. "Stock  Appreciation  Right" means a right  granted under Section 6
     hereof,  which entitles the holder to receive a cash payment or an award of
     Stock in an amount  equal to the  difference  between  (i) the Fair  Market
     Value of the Stock  covered by such right at the date the right is granted,
     unless otherwise determined by the Committee pursuant to Section 6 and (ii)
     the Fair  Market  Value of the Stock  covered by such right at the date the
     right is exercised multiplied by the number of shares covered by the right.

          v. "Stock Option" means any option to purchase shares of Stock granted
     to employees pursuant to Section 5.

          w. "Subsidiary"  means any corporation  (other than the Company) in an
     unbroken  chain of  corporations  beginning with the Company if each of the
     corporations  (other than the last  corporation in the unbroken chain) owns
     stock  possessing  50% or more of the total  combined  voting  power of all
     classes of stock in one of the other corporations in the chain.

          x. "Ten  Percent  Shareholder"  means a person who owns (after  taking
     into account the  attribution  rules of Code Section  424(b)) more than ten
     percent (10%) of the total combined voting power of all classes of stock of
     the Company.

SECTION 2. Administration.
--------------------------
     The Plan shall be  administered  by the Committee  which shall at all times
consist of not less than three Disinterested Persons.

     The  Committee  shall  have the power and  authority  to grant to  eligible
employees,  pursuant  to the terms of the Plan:  (i) Stock  Options;  (ii) Stock
Appreciation Rights; (iii) Restricted Stock; or (iv) Performance Awards.

     In particular, the Committee shall have the authority:

               (i) to  select  the  officers  and  other  key  employees  of the
          Company,  its Subsidiaries,  and its Affiliates to whom Stock Options,
          Stock Appreciation Rights,  Restricted Stock, or Performance Awards or
          a  combination  of the  foregoing  from time to time  will be  granted
          hereunder;

               (ii) to  determine  whether  and to what extent  Incentive  Stock
          Options,  Non-Qualified  Stock  Options,  Stock  Appreciation  Rights,
          Restricted  Stock,  or  Performance  Awards  or a  combination  of the
          foregoing, are to be granted hereunder;

               (iii)to  determine the number of shares of Stock to be covered by
          each such award granted hereunder;

               (iv) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any award granted hereunder  including,  but
          not limited  to, any  restriction  on any Stock  Option or other award
          and/or  the  shares of Stock  relating  thereto  based on  performance
          and/or such other factors as the Committee may determine,  in its sole
          discretion,  and any vesting features based on performance and/or such
          other factors as the Committee may determine, in its sole discretion;

               (v)  to  determine  whether,   to  what  extent  and  under  what
          circumstances Stock and other amounts payable with respect to an award
          under  this Plan  shall be  deferred  either  automatically  or at the
          election of a participant, including providing for and determining the
          amount (if any) of deemed  earnings on any deferred  amount during any
          deferral period.

     Subject to Section 10, the  Committee  shall have the  authority  to adopt,
alter and repeal such administrative  rules,  guidelines and practices governing
the Plan as it shall, from time to time, deem advisable;  to interpret the terms
and  provisions  of the Plan  and any  award  issued  under  the  Plan  (and any
agreements  relating thereto);  and to otherwise supervise the administration of
the Plan.

     Unless  otherwise   expressly  provided  in  the  Plan,  all  designations,
determinations,  interpretations,  and other  decisions under or with respect to
the Plan or any award  hereunder  shall be  within  the sole  discretion  of the
Committee, may be made at any time, and shall be final, conclusive,  and binding
upon all persons, including the Company, any employee, any holder or beneficiary
of any award granted hereunder and any shareholder.

SECTION 3.  Stock Subject to Plan.
----------------------------------
     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 2,900,000. Such shares may consist, in whole or in part,
of authorized and unissued shares or treasury shares.

     The maximum  number of shares  subject to awards which may be granted under
the Plan to any individual in any one year is 1,100,000  (subject to appropriate
adjustments to reflect changes in the capitalization of the Company).

     If any shares of Stock that have been subject to Stock  Options cease to be
subject to Stock Options, or if any shares subject to any Restricted Stock award
granted  hereunder  are  forfeited or such award is otherwise  terminated,  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,  stock  dividend,  or  other  change  in  corporate  structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares  reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding  Stock Options granted under the Plan and
in the number of shares  subject to  Restricted  Stock awards  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.  Such  adjusted  option price shall also be used to determine
the amount  payable by the Company upon the  exercise of any Stock  Appreciation
Right associated with any Stock Option.

SECTION 4.  Eligibility.
------------------------
     Officers and other key employees of the Company,  its  Subsidiaries  or its
Affiliates  (but  excluding  members of the  Committee and any person who serves
only as a director) who are  responsible  for or  contribute to the  management,
growth and/or profitability of the business of the Company, its Subsidiaries, or
its  Affiliates,  are eligible to be granted Stock Options,  Stock  Appreciation
Rights,  Restricted Stock or Performance  Awards. The optionees and participants
under the Plan shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of shares covered by each award or grant.

SECTION 5.  Stock Options.
--------------------------
     Stock  Options may be granted  either  alone or in addition to other awards
granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve, and the provisions of Stock
Option awards need not be the same with respect to each optionee.

     The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.

     The  Committee  shall have the  authority to grant any  optionee  Incentive
Stock Options,  Non-Qualified  Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights) except that Incentive Stock
Options  shall not be granted to employees of an  Affiliate.  To the extent that
any Stock  Option  does not  qualify  as an  Incentive  Stock  Option,  it shall
constitute a separate Non-Qualified Stock Option.

     Except as provided in Section 5(j) hereof, no term of this Plan relating to
Incentive Stock Options shall be interpreted,  amended or altered, nor shall any
discretion  or  authority  granted  under  the  Plan be so  exercised,  so as to
disqualify  either the Plan or any  Incentive  Stock Option under Section 422 of
the Code.  Notwithstanding the foregoing,  in the event an optionee  voluntarily
disqualifies  an option as an  Incentive  Stock  Option  within  the  meaning of
Section 422 of the Code,  the Committee may, but shall not be obligated to, make
such  additional  grants,   awards  or  bonuses  as  the  Committee  shall  deem
appropriate,  to reflect the tax savings to the Company  which results from such
disqualification.

     Stock  Options  granted  under the Plan shall be  subject to the  following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

          (a)  Option  Price.  The option  price per share of Stock  purchasable
     under a Stock Option shall be  determined  by the  Committee at the time of
     grant but shall not be less than 100% of the Fair Market Value of the Stock
     on the date of the grant of the Stock  Option;  provided,  however,  if the
     Option is an Incentive  Stock Option granted to a Ten Percent  Shareholder,
     the option price for each share of Stock  subject to such  Incentive  Stock
     Option  shall be no less than one hundred  ten  percent  (110%) of the Fair
     Market Value of a share of Stock on the date such Incentive Stock Option is
     granted.

          (b) Option  Term.  The term of each Stock Option shall be fixed by the
     Committee,  provided that no Stock Option which is granted to a Ten Percent
     Shareholder  shall be  exercisable  more than five (5) years after the date
     such Stock  Option is granted and that no Stock  Option which is granted to
     an optionee that is not a Ten Percent Shareholder shall be exercisable more
     than ten (10) years after the date such Stock Option is granted.

          (c)  Exercisability.  Subject to paragraph  (j) of this Section 5 with
     respect to Incentive  Stock Options,  Stock Options shall be exercisable at
     such time or times and  subject  to such terms and  conditions,  including,
     without  limitation,  vesting  conditions  tied to  Stock  price  or  other
     criteria,  as  shall  be  determined  by the  Committee  at  grant.  If the
     Committee provides, in its discretion, that any Stock Option is exercisable
     only in  installments,  the Committee may waive such  installment  exercise
     provision at any time in whole or in part based on performance  and/or such
     other factors as the Committee may determine in its sole discretion.

          (d) Method of Exercise.  Stock 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.  As determined
     by the Committee,  in its sole  discretion,  at or after grant,  payment in
     full or in part may also be made in the form of unrestricted Stock owned by
     the  optionee  or, in the case of the  exercise  of a  Non-Qualified  Stock
     Option,  Restricted  Stock  subject  to an  award  hereunder  or any  other
     property  acceptable to the Committee  may be used for payment  (based,  in
     each case,  on the Fair Market Value of the Stock or other  property on the
     date the option is exercised,  as determined by the Committee).  If payment
     of the option  exercise  price of a  Non-Qualified  Stock Option is made in
     whole or in part with shares of Restricted  Stock the shares  received upon
     the exercise of such Stock Option shall be restricted  or deferred,  as the
     case may be, in accordance  with the original term of the Restricted  Stock
     award  in  question,  except  that  the  Committee  may  direct  that  such
     restrictions or deferral  provisions shall apply only to the number of such
     shares equal to the number of shares of Restricted  Stock  surrendered upon
     the  exercise  of such  option.  No shares of  unrestricted  Stock shall be
     issued until full payment  therefor has been made.  An optionee  shall have
     the rights to dividends or other  rights of a  stockholder  with respect to
     shares  subject to the option when the optionee has given written notice of
     exercise and has paid in full for such shares.

          (e)  Non-transferability of Options.  Except as otherwise set forth in
     this Section  5(e), no Stock Option shall be  transferable  by the Optionee
     otherwise  than by will or by the laws of  descent  and  distribution.  All
     Stock Options shall be exercisable, during the optionee's lifetime, only by
     the  optionee.  The  Committee  shall  have  the  discretionary  authority,
     however,  to grant  Non-Qualified Stock Options which would be transferable
     to members of an  optionee's  immediate  family (which shall  include,  for
     purposes of this section,  spouses and children and grandchildren,  whether
     natural or adopted),  and to trusts for the benefit of such family  members
     and  partnerships  in which such family members are the only partners.  For
     purposes  of  paragraphs  (f),  (g),  (h)  and  (i) of  this  Section  5, 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.

          (f)  Termination  of Employment by Reason of Death.  Unless  otherwise
     determined by the Committee, if any optionee's employment with the Company,
     any Subsidiary,  and any Affiliate terminates by reason of death, the Stock
     Option  may  thereafter  be  immediately  exercised,  to  the  extent  then
     exercisable (or on such accelerated  basis as the Committee shall determine
     at or after  grant),  by the legal  representative  of the estate or by the
     legatee of the optionee under the will of the optionee, for a period of one
     (1) year from the date of such death or until the  expiration of the stated
     term of such Stock Option, whichever period is the shorter.

          (g)  Termination  of  Employment  by  Reason  of  Disability.   Unless
     otherwise  determined by the Committee,  if any optionee's  employment with
     the Company,  and  Subsidiary  and any  Affiliate  terminates  by reason of
     Disability,  any Stock  Option  held by such  optionee  may  thereafter  be
     exercised,  to the extent it was exercisable at the time of termination due
     to  Disability  (or  on  such  accelerated  basis  as the  Committee  shall
     determine at or after grant),  but may not be exercised  after one (1) year
     from the date of such  termination  of employment or the  expiration of the
     stated  term  of  such  Stock  Option,  whichever  period  is the  shorter;
     provided,  however, that, if the optionee dies within such one-year period,
     any  unexercised  Stock Option held by such  optionee  shall  thereafter be
     exercisable to the extent to which it was  exercisable at the time of death
     for a period of twelve months from the date of such death or for the stated
     term of such Stock Option, whichever period is the shorter. In the event of
     termination  of employment by reason of Disability,  if an Incentive  Stock
     Option is exercised after the expiration of the exercise periods that apply
     for purposes of Section 422 of the Code,  such Stock Option will thereafter
     be treated as a Non-Qualified Stock Option.

          (h)  Termination  of  Employment  by  Reason  of  Retirement.   Unless
     otherwise  determined by the Committee,  if any optionee's  employment with
     the Company,  any  Subsidiary  and any  Affiliate  terminates  by reason of
     Normal or Early  Retirement,  any Stock  Option held by such  optionee  may
     thereafter  be  exercised to the extent it was  exercisable  at the time of
     such  Retirement  (or on such  accelerated  basis  as the  Committee  shall
     determine at or after grant),  but may not be exercised  after one (1) year
     from the date of such  termination  of employment or the  expiration of the
     stated  term  of  such  Stock  Option,  whichever  period  is the  shorter;
     provided,  however,  that if the optionee dies within such one-year  period
     any  unexercised  Stock Option held by such  optionee  shall  thereafter be
     exercisable,  to the  extent  to  which it was  exercisable  at the time of
     death, for a period of twelve months from the date of such death or for the
     stated term of the Stock Option,  whichever  period is the shorter.  In the
     event of termination of employment by reason of Retirement, if an Incentive
     Stock  Option  is  exercised  after the  exercise  periods  that  apply for
     purposes of Section 422 of the Code,  such Stock Option will  thereafter be
     treated as a Non-Qualified Stock Option.

          (i) Other  Termination of Employment.  Unless otherwise  determined by
     the Committee, if an optionee's employment with the Company, any Subsidiary
     and any Affiliate terminates for any reason other than death, Disability or
     Retirement,  the Stock Option shall thereupon  terminate,  except that such
     Stock Option may be exercised  for the lesser of three months from the date
     of termination or the balance of such Stock Option's term if the optionee's
     employment   with  the  Company,   and  Subsidiary  and  any  Affiliate  is
     involuntarily terminated by the optionee's employer without Cause.

          (j)  Limit  on Value  of  Incentive  Stock  Option  First  Exercisable
     Annually. The aggregate Fair Market Value (determined at the time of grant)
     of the Stock for which  Incentive  Stock  Options are  exercisable  for the
     first time by an optionee  during any calendar  year under the Plan (and/or
     any  other  stock  option  plans of the  Company,  any  Subsidiary  and any
     Affiliate) shall not exceed $100,000. For purposes of this paragraph (j) of
     Section 5, Incentive  Stock Options will be taken into account in the order
     in which they were granted.

SECTION 6.  Stock Appreciation Rights.
--------------------------------------

          (a) Grant and Exercise When Granted in Conjunction With Stock Options.
     Stock Appreciation Rights may be granted in conjunction with all or part of
     any  Stock  Option  granted  under  the  Plan  and may  contain  terms  and
     conditions  different  from those of the related  Stock  Option,  except as
     otherwise provided below. In the case of a Non-Qualified Stock Option, such
     rights  may be  granted  either  at or after  the time of the grant of such
     Non-Qualified  Stock Option. In the case of an Incentive Stock Option, such
     rights may be granted only at the time of the grant of such Incentive Stock
     Option.

     A Stock  Appreciation  Right or  applicable  portion  hereof  granted  with
respect to a given Stock Option  shall  terminate  and no longer be  exercisable
upon the  termination  or exercise of the related  Stock  Option,  except  that,
unless  otherwise  provided  by the  Committee  at the  time of  grant,  a Stock
Appreciation  Right  granted with respect to less than the full number of shares
covered  by a related  Stock  Option  shall only be reduced if and to the extent
that the number of shares  covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock  Appreciation
Right.

     A Stock Appreciation  Right may be exercised by an optionee,  in accordance
with paragraph (c) of this Section 6, by surrendering the applicable  portion of
the related Stock Option.  Upon such exercise and surrender,  the optionee shall
be  entitled  to  receive  an amount  determined  in the  manner  prescribed  in
paragraph (c) of this Section 6. Stock  Options which have been so  surrendered,
in whole or in part,  shall no longer be  exercisable  to the extent the related
Stock Appreciation Rights have been exercised.

          (b) Grant and Exercise When Granted Alone. Stock  Appreciation  Rights
     may be granted at the  discretion  of the Committee in a manner not related
     to an award of a Stock Option. The Stock Appreciation Right,  granted under
     Section 6(b),  shall be exercisable in accordance  with Section 6(c) over a
     period not to exceed  ten  years.  Any Stock  Appreciation  Right  which is
     outstanding   on  the  last  day  of  the   exercisable   period  shall  be
     automatically  exercised  on  such  date  for  cash  or  Common  Stock,  as
     determined by the Committee, without any action by the holder.

          (c) Terms and Conditions.  Stock Appreciation  Rights shall be subject
     to such terms and conditions,  not inconsistent  with the provisions of the
     Plan, as shall be determined from time to time by the Committee,  including
     the following:

               (i) Stock  Appreciation  Rights granted  pursuant to Section 6(a)
          shall be exercisable only at such time or times and to the extent that
          the Stock Options to which the Stock Appreciation  Rights relate shall
          be exercisable in accordance with the provisions of Section 5 and this
          Section 6 of the Plan.

               (ii) Upon the  exercise  of a Stock  Appreciation  Right  granted
          pursuant to Section 6(a), an optionee  shall be entitled to receive an
          amount in cash or shares of Stock  equal in value to the excess of the
          Fair  Market  Value of one share of Stock  over the  option  price per
          share  specified in the related Stock Option  multiplied by the number
          of shares in respect of which the Stock  Appreciation Right shall have
          been exercised,  with the Committee  having the right to determine the
          form of  payment.  Upon the  exercise  of a Stock  Appreciation  Right
          granted  pursuant  to Section  6(b),  the holder  shall be entitled to
          receive  an amount  in cash or  shares of Stock  equal in value to the
          excess of the Fair  Market  Value of one share of Stock  over the Fair
          Market Value of one share of Stock at the date the Stock  Appreciation
          Right was  granted  multiplied  by the  number of shares in respect of
          which the Stock Appreciation Right shall have been exercised, with the
          Committee having the right to determine the form of payment.

               (iii) Stock  Appreciation  Rights shall be transferable only when
          and  to  the  extent  that  any  underlying   Stock  Option  would  be
          transferable under paragraph (e) of Section 5 of the Plan.  Otherwise,
          Stock  Appreciation  Rights  shall not be  transferable  by the holder
          other than by will or the laws of descent and distribution.  Except as
          set forth above, all Stock  Appreciation  Rights shall be exercisable,
          during the holder's lifetime, only by the holder.

               (iv) Upon the  exercise  of a Stock  Appreciation  Right  granted
          pursuant to Section 6(a),  the Stock Option,  or part thereof to which
          such Stock Appreciation Right is related, shall be deemed to have been
          exercised for the purpose of the  limitation set forth in Section 3 of
          the Plan on the number of shares of Stock to be issued under the Plan.

               (v) A Stock  Appreciation  Right  granted in  connection  with an
          Incentive  Stock Option pursuant to Section 6(a) may be exercised only
          if and when the market  price of the Stock  subject  to the  Incentive
          Stock Option exceeds the exercise price of such Stock Option.

               (vi) In its sole  discretion,  the Committee may provide,  at the
          time of grant of a Stock Appreciation Right under this Section 6, that
          such Stock  Appreciation Right can be exercised only in the event of a
          "Change of Control" and/or a "Potential Change of Control" (as defined
          in Section 12 below).

               (vii) The  Committee,  in its sole  discretion,  may also provide
          that in the event of a "Change of Control" and/or a "Potential  Change
          of  Control"  (as  defined  in Section 12 below) the amount to be paid
          upon the exercise of a Stock  Appreciation Right shall be based on the
          "Change of Control Price" (as defined in Section 12 below).

               (viii) Any  exercise  by a  participant  of all or a portion of a
          Stock  Appreciation Right for cash, may only be made during the period
          beginning  on  the  third  business  day  following  the  date  of the
          Company's  release of its  quarterly or annual  summary  statements of
          sales and  earnings to the public and ending on the  twelfth  business
          day following such date; provided,  however,  that the foregoing shall
          not apply to any  exercise by a  participant  of a Stock  Appreciation
          Right for cash where the date of  exercise  is  automatic  or fixed in
          advance under the Plan and is outside the control of the participant.

SECTION 7.  Restricted Stock.
-----------------------------

          (a)  Administration.  Shares of Restricted  Stock may be issued either
     alone or in addition to other awards  granted under the Plan. The Committee
     shall  determine  the  officers  and key  employees  of the Company and its
     Subsidiaries and Affiliates to whom, and the time or times at which, grants
     of Restricted  Stock will be made, the number of shares to be awarded,  the
     price, if any, to be paid by the recipient of Restricted  Stock (subject to
     Section  7(b)  hereof),  the time or times  within which such awards may be
     subject to forfeiture,  and all other conditions of the awards. However, in
     no event shall any restriction, including risk of forfeiture, attach to the
     Restricted  Stock for a term to exceed  ten years  from the date such Stock
     was granted. The Committee may also condition the grant of Restricted Stock
     upon the attainment of specified  performance goals, or such other criteria
     as the Committee may determine,  in its sole discretion.  The provisions of
     Restricted  Stock  awards  need  not be  the  same  with  respect  to  each
     recipient.

          (b) Awards and Certificates.  The prospective recipient of an award of
     shares of  Restricted  Stock shall not have any rights with respect to such
     award, unless and until such recipient has executed an agreement evidencing
     the award (a "Restricted  Stock Award Agreement") and has delivered a fully
     executed copy thereof to the Company,  and has otherwise  complied with the
     then applicable terms and conditions.

               (i) Awards of Restricted  Stock must be accepted  within a period
          of 60 days (or such shorter period as the Committee may specify) after
          the award date by executing a  Restricted  Stock Award  Agreement  and
          paying whatever price, if any, is required.

               (ii) Each  participant who is awarded  Restricted  Stock shall be
          issued a stock  certificate  in respect of such  shares of  Restricted
          Stock.

     Such certificate  shall be registered in the name of the  participant,  and
shall  bear an  appropriate  legend  referring  to the  terms,  conditions,  and
restrictions applicable to such award, substantially in the following form:

          "The  transferability  of this  certificate  and the  shares  of stock
          represented hereby are subject to the terms and conditions  (including
          forfeiture)  of  the  Birmingham  Steel  Corporation  2000  Management
          Incentive Plan and a Restricted  Stock Agreement  entered into between
          the registered owner and Birmingham Steel Corporation.  Copies of such
          Plan and  Agreement  are on file in the  offices of  Birmingham  Steel
          Corporation,  1000 Urban Center Drive, Suite 300, Birmingham,  Alabama
          35242-2516."

               (iii) The  Committee  shall  require that the stock  certificates
          evidencing  such  shares be held in custody by the  Company  until the
          restrictions  thereon  shall have lapsed,  and that, as a condition of
          any Restricted  Stock award,  the  participant  shall have delivered a
          stock power,  endorsed in blank, relating to the Stock covered by such
          award.

          (c)  Restrictions  and  Conditions.  The  shares of  Restricted  Stock
     awarded  pursuant  to this  Section  7 shall be  subject  to the  following
     restrictions and conditions:

               (i) Subject to the provisions of this Plan and  Restricted  Stock
          Award  Agreements,  during the period  established by the Committee in
          which the Restricted Stock is subject to forfeiture (the  "Restriction
          Period"),  the participant  shall not be permitted to sell,  transfer,
          pledge or assign  shares of  Restricted  Stock awarded under the Plan.
          Within  these  limits,  the  Committee  may,  in its sole  discretion,
          provide for the lapse of such  restrictions  in  installments  and may
          accelerate  or waive  such  restrictions  in whole or in part based on
          performance  and/or such other factors as the Committee may determine,
          in its sole discretion.

               (ii) Except as provided in  paragraph  (c)(i) of this  Section 7,
          the  participant  shall have, with respect to the shares of Restricted
          Stock,  all of the rights of a stockholder  of the Company,  including
          the right to receive any dividends.

     Dividends paid in cash with respect to shares of Restricted Stock shall not
be subject to any restrictions or subject to forfeiture. Dividends paid in stock
of the Company or stock  received in connection  with a stock split with respect
to  Restricted  Stock  shall  be  subject  to the same  restrictions  as on such
Restricted  Stock.  Certificates  for  shares  of  unrestricted  Stock  shall be
delivered  to the  participant  promptly  after,  and only after,  the period of
forfeiture  shall  expire  without  forfeiture  in  respect  of such  shares  of
Restricted Stock.

               (iii)  Subject to the  provisions of the  Restricted  Stock Award
          Agreement and this Section 7, upon  termination  of employment for any
          reason  during the  Restriction  Period,  all shares still  subject to
          restriction shall be forfeited by the participant, and the participant
          shall only receive the amount,  if any,  paid by the  participant  for
          such forfeited Restricted Stock.

               (iv)  In  the  event  of  special  hardship  circumstances  of  a
          participant  whose employment is involuntarily  terminated (other than
          for Cause), the Committee may, in its sole discretion,  waive in whole
          or in part any or all  remaining  restrictions  with  respect  to such
          participant's shares of Restricted Stock.

          (d) Section  162(m)  Provisions.  Unless  otherwise  determined by the
     Committee,  performance  goals  established  for the top five  most  highly
     compensated  officers of the  Company  shall be  pre-established  objective
     performance  goals  within the  meaning  of Section  162(m) of the Code and
     treasury regulations promulgated thereunder.  Furthermore, unless otherwise
     determined by the Committee, once the Committee has established one or more
     performance  goals with respect to  Restricted  Stock granted to one of the
     top five most highly  compensated  officers of the Company  which was, when
     granted,  intended to be pre-established objective performance goals within
     the  meaning of  Section  162(m) of the Code and the  treasury  regulations
     thereunder,  the  Committee  shall not waive or alter the targets after the
     earlier  of  (i)  the  expiration  of  twenty-five  percent  (25%)  of  the
     performance  period  or (ii)  the  date on  which  the  outcome  under  the
     objectives is substantially  certain.  Unless  otherwise  determined by the
     Committee,  if any provision of the Plan or any Restricted Stock granted to
     an individual who is one of the top five most highly  compensated  officers
     of the Company  hereunder  would  disqualify the award of Restricted  Stock
     with respect to such individual, or would otherwise not comply with Section
     162(m) of the Code,  such  provision or award of Restricted  Stock shall be
     construed or deemed amended to conform to Section 162(m) of the Code.

SECTION 8.  Performance Awards.
-------------------------------
          (a) Administration. Shares of Common Stock or a payment in cash may be
     distributed  under the Plan upon the attainment of performance  goals to an
     employee as a Performance Award. The Committee shall determine the officers
     and key  employees of the Company and its  Subsidiaries  and  Affiliates to
     whom the  Performance  Award is granted,  the terms and  conditions  of the
     performance  goals,  the term of the  performance  period and the level and
     form of the payment of the Performance Award.

          (b)  Performance  Goals.  The  Committee,  at its sole  discretion may
     establish,  under this  Section  8,  performance  goals  either in terms of
     Company-wide  goals or in terms of goals that are  related to the  specific
     performance  of the employee or the  division,  subsidiary,  department  or
     function  within the Company in which the employee is  employed.  A minimum
     level  of  acceptance,   at  the  discretion  of  the  Committee,   may  be
     established.

     If at the end of the  performance  period  the  specified  goals  have been
attained,  the employee is deemed to have fully earned the Performance Award. If
such  performance  goals have not been attained,  the employee is deemed to have
partly earned the Performance Award and becomes eligible to receive a portion of
the total award, as determined by the Committee.  If a required minimum level of
achievement  has not been met,  the  employee  is  entitled to no portion of the
Performance  Award.  Subject to Section  8(d) below,  the Company may adjust the
payment  of awards or the  performance  goals if events  occur or  circumstances
arise which would cause a particular  payment or set of performance  goals to be
inappropriate as a measure of performance.

          (c) Terms and Conditions.  An employee to whom a Performance Award has
     been  granted is given  performance  goals to be reached  over a  specified
     period,  referred to herein as the  "performance  period".  Generally  this
     period shall be not less than 1 year but in no case shall the period exceed
     5 years.

     An employee  granted a Performance  Award pursuant to this Section 8 who by
reason of death,  disability or retirement  terminates employment before the end
of the  performance  period is  entitled  to  receive a  portion  of any  earned
Performance Award.

     An employee who  terminates  employment  for any other reason  forfeits all
rights under the Performance Award.

          (d) Section  162(m)  Provisions.  Unless  otherwise  determined by the
     Committee,  performance  goals  established  for the top five  most  highly
     compensated  officers of the  Company  shall be  pre-established  objective
     performance  goals  within the  meaning  of Section  162(m) of the Code and
     treasury regulations promulgated thereunder.  Furthermore, unless otherwise
     determined by the Committee, once the Committee has established one or more
     performance goals with respect to a Performance Award granted to one of the
     top five most highly  compensated  officers of the Company which were, when
     granted,  intended to be pre-established objective performance goals within
     the  meaning of  Section  162(m) of the Code and the  treasury  regulations
     thereunder,  the  Committee  shall not waive or alter the targets after the
     earlier  of  (i)  the  expiration  of  twenty-five  percent  (25%)  of  the
     performance  period  or (ii)  the  date on  which  the  outcome  under  the
     objectives is substantially  certain.  Unless  otherwise  determined by the
     Committee, if any provision of the Plan or any Performance Award granted to
     an individual who is one of the top five most highly  compensated  officers
     of the  Company  hereunder  would  disqualify  the  Performance  Award with
     respect to such  individual,  or would  otherwise  not comply with  Section
     162(m) of the Code, such provision or Performance  Award shall be construed
     or deemed amended to conform to Section 162(m) of the Code.

SECTION 9.  Loan Provisions.
----------------------------

     With the consent of the Committee,  the Company may make, or arrange for, a
loan or loans to an employee  with  respect to the  exercise of any Stock Option
granted under the Plan and/or with respect to the payment of the purchase price,
if any, of any Restricted Stock awarded hereunder. The Committee shall have full
authority to decide  whether to make a loan or loans  hereunder and to determine
the  amount,  term and  provisions  of any such  loan or  loans,  including  the
interest  rate to be charged in respect of any such loan or loans,  whether  the
loan or loans are to be with or without recourse against the borrower, the terms
on which the loan is to be repaid and the  conditions,  if any,  under which the
loan or loans may be forgiven.

SECTION 10. Amendments and Termination.
---------------------------------------

     The  Board may  amend,  alter,  or  discontinue  the Plan as it shall  deem
advisable  or to  conform  to any  change in any  applicable  law or  regulation
applicable thereto (including, without limitation, applicable federal securities
laws and  regulations and applicable  federal income tax laws and  regulations);
provided,  however, that no amendment,  alteration,  or discontinuation shall be
made which would  impair the right of an optionee or  participant  under a Stock
Option,  Stock  Appreciation  Right,  Restricted  Stock,  or  Performance  Award
theretofore granted,  without the optionee's or participant's  consent, or which
without the approval of the stockholders would:

          (a) except as  expressly  provided  in this Plan,  increase  the total
     number of shares reserved for the purpose of the Plan;

          (b) decrease the option price of any Stock Option to less than 100% of
     the Fair Market Value on the date of the granting of the option;

          (c) change  the  participants  or class of  participants  eligible  to
     participate in the Plan; or

          (d) extend the maximum option period under  paragraph (b) of Section 5
     of the Plan.

     The  Committee  may amend  the  terms of any  award or  option  theretofore
granted, prospectively or retroactively,  but no such amendment shall impair the
rights of any holder  without his or her consent.  Subject to the  provisions of
Section  3 above,  the  Committee  may also  substitute  new Stock  Options  for
previously  granted Stock Options  including  options  granted under other plans
applicable to the participant and previously granted Stock Options having higher
option prices.

SECTION 11.  Unfunded Status of Plan.
-------------------------------------
     The Plan is intended to  constitute  an  "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
participant or optionee by the Company,  nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to  deliver  Stock or  payment  in lieu of or with  respect  to  awards
hereunder;  provided,  however,  that  the  existence  of such  trusts  or other
arrangements shall be consistent with the unfunded status of the Plan. It is the
intention that the Plan be unfunded for tax purposes and for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as amended.

     A participant's  rights to benefit  payments under the Plan are not subject
in any manner to anticipation,  alienation, sale, transfer,  assignment, pledge,
encumbrance,  attachment,  or garnishment by creditors of the participant or the
participant's beneficiary.

SECTION 12.  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 12:

          (a) In the event of a "Change of Control" as defined in paragraph  (b)
     of this Section 12,  unless  otherwise  determined  by the Committee or the
     Board in writing at or after  grant,  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 grant (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 paragraph (c) of this Section 12:

               (i) any Stock  Appreciation  Rights and any Stock Options awarded
          under the Plan, if not previously  exercisable and vested shall become
          fully exercisable and vested;

               (ii) the restrictions and deferral limitations  applicable to any
          Restricted  Stock award under the Plan shall lapse and such shares and
          awards shall be deemed fully vested; and

               (iii)the  value  of  all   outstanding   Stock   Options,   Stock
          Appreciation Rights,  Restricted Stock or Performance Awards shall, to
          the extent  determined by the  Committee at or after grant,  be cashed
          out on the basis of the  "Change  of  Control  Price"  (as  defined in
          paragraph (d) of this Section 12) 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.  In the sole discretion of
          the Committee,  such  settlements  may be in cash, in stock,  or other
          consideration  as shall be necessary to effect the desired  accounting
          treatment for the transaction resulting from the "Change of Control."

          (b) For  purpose of  paragraph  (a) of this  Section  12, a "Change of
     Control" means the happening of any of the following:

               (i) when any "person",  as such term is used in Section 13(d) and
          14(d) of the Exchange  Act (other than the Company or a Subsidiary  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  20 percent 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  (ii),  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  through purchase of assets, or by merger,
          or otherwise.

          (c) For  purposes of  paragraph  (a) of this  Section 12, 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 paragraph (b) of this Section 12; or

               (ii)  the  acquisition  of  beneficial  ownership,   directly  or
          indirectly,  by any entity, person or group (other than the Company or
          a  Subsidiary  or any Company  employee  benefit plan  (including  its
          trustee)) of securities of the Company  representing 5 percent 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 12,  "Change of Control  Price" means
     the  highest  price per share paid in any  transaction  reported on the New
     York Stock Exchange  Composite  Tape, 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  Incentive  Stock  Options and Stock
     Appreciation  Rights relating to Incentive Stock Options,  such price shall
     be based only on transactions  reported for the date on which the Committee
     decides to cash out such options.

SECTION 13.  General Provisions.
--------------------------------
          (a) All  certificates  for  shares of Stock  delivered  under the Plan
     shall be subject to such stock transfer  orders and other  restrictions  as
     the Committee may deem  advisable  under the rules,  regulations  and other
     requirements of the Commission,  any stock exchange upon which the Stock is
     then listed,  and any applicable  Federal or state  securities law, and the
     Committee may cause a legend or legends to be put on any such  certificates
     to make appropriate reference to such restrictions.

          (b)  Nothing  set  forth in this Plan  shall  prevent  the Board  from
     adopting  other  or  additional  compensation   arrangements,   subject  to
     stockholder  approval if such approval is required;  and such  arrangements
     may be either  generally  applicable or applicable  only in specific cases.
     The adoption of the Plan shall not confer upon any employee of the Company,
     any Subsidiary or any Affiliate, any right to continued employment with the
     Company,  a Subsidiary  or an  Affiliate,  as the case may be, nor shall it
     interfere  in any way with the right of the  Company,  a  Subsidiary  or an
     Affiliate to terminate the employment of any of its employees at any time.

          (c) No employee  shall have any rights as a shareholder of the Company
     as a result of the grant of a Stock Option to him or to her under this Plan
     or his or her exercise of such Stock Option pending the actual  issuance of
     Stock subject to such Stock Option to such employee.

          (d) Each  participant  shall,  no later  than the date as of which the
     value of an award  first  becomes  includable  in the  gross  income of the
     participant  for Federal income tax purposes,  pay to the Company,  or make
     arrangements  satisfactory  to the  Committee  regarding  payment  of,  any
     Federal,  state,  or local taxes of any kind required by law to be withheld
     with respect to the award.  The  obligations  of the Company under the Plan
     shall be conditional on such payment or arrangements  and the Company (and,
     where  applicable,  its Subsidiaries and Affiliates),  shall, to the extent
     permitted by law,  have the right to deduct any such taxes from any payment
     of any kind otherwise due to the  participant.  Subject to applicable  laws
     and regulations regarding  transactions in Company Stock by persons who are
     deemed  insiders,  a  participant  may  elect to have the  withholding  tax
     obligations  or, in the case of all awards  hereunder  except Stock Options
     which  have  related  Stock  Appreciation   Rights,  if  the  Committee  so
     determines,  any  additional  tax  obligation  with  respect  to any awards
     hereunder  satisfied  by (a) having the  Company  withhold  shares of Stock
     otherwise  deliverable to the participant  with respect to the award or (b)
     delivering to the Company shares of unrestricted Stock.

          (e) At the time of grant or  purchase,  the  Committee  may provide in
     connection  with any grant or purchase made under this Plan that the shares
     of Stock received as a result of such grant or purchase shall be subject to
     a right of  first  refusal,  pursuant  to which  the  participant  shall be
     required to offer the Company  any shares  that the  participant  wishes to
     sell, with the price being the then Fair Market Value of the Stock, subject
     to provisions  of Section 13 hereof and to such other terms and  conditions
     as the Committee may specify at the time of grant.

          (f) No  member  of the  Board or the  Committee,  nor any  officer  or
     employee  of the  Company  acting on behalf of the Board or the  Committee,
     shall be personally liable for any action, determination, or interpretation
     taken or made in good faith with  respect to the Plan,  and all  members of
     the Board or the  Committee  and each and any  officer or  employee  of the
     Company  acting on their behalf shall,  to the extent  permitted by law, be
     fully  indemnified  and  protected  by the  Company  in respect of any such
     action, determination or interpretation.

          (g) If any  provision  of the Plan or any  agreement  representing  an
     award granted hereunder is or becomes or is deemed to be invalid,  illegal,
     or unenforceable in any jurisdiction or as to any person or award, or would
     disqualify  the Plan or any award  granted  hereunder  under any law deemed
     applicable by the Committee,  such  provision  shall be construed or deemed
     amended to conform to the applicable  laws, or if it cannot be construed or
     deemed amended without,  in the determination of the Committee,  materially
     altering  the  intent of the Plan or the  award,  such  provision  shall be
     stricken as to such jurisdiction,  person or award and the remainder of the
     Plan and any such award shall remain in full force and effect.

          (h) Each award  under the Plan  shall be  subject  to the  requirement
     that, if at any time the Committee  shall  determine  that (a) the listing,
     registration  or  qualification  of the shares of Stock  subject or related
     thereto upon any securities  exchange or under any state or federal law, or
     (b) the consent or approval of any government regulatory authority,  or (c)
     an agreement by the  recipient of an award with respect to the  disposition
     of shares of Stock,  is necessary  or  desirable  as a condition  of, or in
     connection  with,  the  granting  of such award or the issue or purchase of
     shares of Stock  thereunder,  such award may not be consummated in whole or
     in part unless such listing, registration, qualification, consent, approval
     or agreement  shall have been effected or obtained  free of any  conditions
     not acceptable to the Committee.  A participant shall agree, as a condition
     of receiving any award under the Plan, to execute any  documents,  make any
     representations,  agree to restrictions on stock  transferability  and take
     any  actions  which in the  opinion  of legal  counsel  to the  Company  is
     required by any applicable law, ruling or regulation.

          (i) Nothing in the Plan shall affect the right or power of the Company
     or  its   stockholders  to  make  or  authorize  any  or  all  adjustments,
     recapitalizations,  reorganizations  or  other  changes  in  the  Company's
     capital  structure or its business,  or any merger or  consolidation of the
     Company,  or any  issue of stock  or of  options,  warrants  or  rights  to
     purchase  stock or of  bonds,  debentures,  preferred  or prior  preference
     stocks  whose  rights  are  superior  to or affect  the Stock or the rights
     thereof or which are  convertible  into or  exchangeable  for Stock, or the
     dissolution or  liquidation of the Company,  or any sale or transfer of all
     or any part of its  assets  or  business,  or any  other  corporate  act or
     proceeding, whether of a similar character or otherwise.

          (j) Headings are given to the  sections  and  subsections  of the Plan
     solely as a convenience to facilitate reference. Such headings shall not be
     deemed  in  any  way   material  or  relevant   to  the   construction   or
     interpretation of the Plan or any provision thereof.

SECTION 14.  Effective Date of Plan.
------------------------------------
     The  effective  date of this Plan  shall be the date it is  adopted  by the
Board;  provided  that the  shareholders  of the Company  shall approve the Plan
within  twelve (12) months after the date of adoption;  and,  provided  further,
that any  awards  granted  under this Plan  before the date of such  shareholder
approval shall be granted subject to such approval.

SECTION  15.  Term of Plan.
---------------------------
     No Stock Option, Stock Appreciation Right,  Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of  stockholder  approval,  but awards  theretofore  granted may extend
beyond that date.

                                                                     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 Management Incentive 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 2,900,000 shares of the Corporation's  common
stock,  par value $.01 (the "Common  Stock"),  which may be issued in connection
with the  Corporation's  2000 Management  Incentive 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  Management
Incentive  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