<PAGE>

As filed with the  Securities  and Exchange  Commission  on August 25, 1997.
                                              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 Issuer as Specified in Its Charter)
                                    DELAWARE
                            (State of Incorporation)
                                   13-3213634
                        (IRS Employer Identification No.)
                       1000 Urban Center Drive, Suite 300
                         Birmingham, Alabama 35242-2516
                    (Address of Principal Executive Offices)


                          BIRMINGHAM STEEL CORPORATION
                           DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 (205) 970-1200
          (Telephone Number, including area code, of Agent for Service)


                                    Copy to:
                                Gregory S. Curran
                               Balch & Bingham LLP
                             1901 Sixth Avenue North
                            Birmingham, Alabama 35203
                                 (205) 251-8100

                         CALCULATION OF REGISTRATION FEE


================================================================================
  Title of                      Proposed           Proposed           Amount
 Securities       Amount         Maximum            Maximum              of
   Being          Being       Offering Price       Aggregate        Registration
 Registered     Registered     Per Share (1)    Offering Price (1)      Fee
--------------------------------------------------------------------------------
Common Stock     100,000(2)       $18.00          $1,800,000          $545.45
$.01 par value
--------------------------------------------------------------------------------

(1)      Pursuant to Rule 457 under the Securities Act of 1933, as amended,  the
         offering price is estimated  solely for the purpose of determining  the
         registration  fee and is  based  on the  average  of the bid and  asked
         prices of the common stock of Birmingham  Steel  Corporation  on August
         19, 1997.
(2)      Pursuant to Rule 416 of the  Securities  Act of 1933,  as amended,  the
         number  of  shares  of  securities   registered  on  this  Registration
         Statement  will be increased as a result of future stock splits,  stock
         dividends or similar transactions.
================================================================================


<PAGE>



                                     PART I

                                EXPLANATORY NOTE

         Birmingham  Steel   Corporation  (the   "Registrant")  is  filing  this
Registration Statement on Form S-8 in order to register 100,000 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
Director Stock Option Plan (the "Plan").

         A  prospectus  meeting  the  requirements  of  Part I of  Form  S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared.  Such
prospectus is not included in this Registration  Statement but will be delivered
to all  participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated  herein by reference:  (i) the  Registrant's  Annual Report on Form
10-K  and Form  10-K/A  for the  fiscal  year  ended  June  30,  1996,  (ii) the
Registrant's  Quarterly  Report on Form 10-Q for the quarter ended September 30,
1996, (iii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996, (iv) the  Registrant's  Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, (v) the  Registrant's  Current Report on Form 8-K,
dated  December  12,  1996,  as  amended,   and  (vi)  the  description  of  the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 8-A as filed with the Commission on January 22, 1988.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is a Delaware  corporation.  Section 145 of the Delaware
General Corporation Law the "DGCL") 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,

                                        1

<PAGE>



administrative or investigative (other than an action by or in the right of such
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  A corporation  may indemnify  such person  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  A  corporation  may, in
advance of the final  disposition  of any  civil,  criminal,  administrative  or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees)  incurred by any officer or director in defending  such  action,  provided
that the  director  of  officer  undertakes  to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
corporation.

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Sequential
Exhibit                               Description


 4.1   Restated Certificate of Incorporation of the Registrant  (incorporated by
       reference  from  Registrant's  Registration  Statement on Form 8-A, filed
       November 16, 1986, Exhibit 2.2)

 4.2   By-Laws of the Registrant  (incorporated  by reference from  Registrant's
       Annual  Report on Form 10-K for the  fiscal  year  ended  June 30,  1986,
       Exhibit 3.2)
 
                                      2
<PAGE>

 4.3   Secretary's  certification  and Amendment to By-Laws of Registrant  dated
       August 17, 1990  (incorporated  by  reference  from  Registrant's  Annual
       Report on Form 10-K for the  fiscal  year ended  June 30,  1990,  Exhibit
       3.2.1)

 4.4   Amendment to By-Laws of the Registrant dated June 27, 1991  (incorporated
       by reference from Registrant's  Annual Report on Form 10-K for the fiscal
       year ended June 30, 1991, Exhibit 3.2.3)

 4.5   Rights  Agreement,  dated as of January 16, 1996,  between the Registrant
       and  First  Union  National  Bank of  North  Carolina,  as  Rights  Agent
       (incorporated by reference from  Registrant's  Registration  Statement on
       Form 8-A, as filed on January 23, 1996, Exhibit 4)

 4.6   Birmingham Steel Corporation  Director Stock Option Plan (incorporated by
       reference from Registrant's Quarterly Report on Form 10-Q for the quarter
       ended September 30, 1996, Exhibit 10.1)

 5.1   Opinion of Balch & Bingham LLP regarding legality of Shares

23.1   Consent of Ernst & Young LLP

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

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

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 that  time  shall be deemed to be the
initial bona fide offering thereof.

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

                  (4) That, for purposes of determining  any liability under the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section  13(a) or 15(d) of the  Exchange  Act (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (5) To transmit or cause to be transmitted to all participants
in the Plan who do not otherwise  receive such material as  stockholders  of the
Registrant  at  the  time  and  in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.

                                        3



<PAGE>
         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                        4

<PAGE>



                                   SIGNATURES

         The Registrant.  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 August 22,
1997.


BIRMINGHAM STEEL CORPORATION



By:/s/ J. Daniel Garrett
J. Daniel Garrett
Its: Vice President and Controller





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


Signature
Title
Date



*
E. Mandell de Windt
Chairman-Executive Committee, Director
August 22, 1997


*
Robert A. Garvey
Chairman of the Board, Chief
Executive Officer, Director
(Principal Executive Officer)
August 22, 1997


*
Harry Holiday, Jr.
Director
August 22, 1997


*
C. Stephen Clegg
Director
August 22, 1997


*
George A. Stinson
Director
August 22, 1997

                                       5
<PAGE>

*
E. Bradley Jones
Director
August 22, 1997


*
Reginald H. Jones
Director
August 22, 1997


*
T. Evans Wyckoff
Director
August 22, 1997


*
William J. Cabaniss, Jr.
Director
August 22, 1997


*
Robert D. Kennedy
Director
August 22, 1997



/s/ J. Daniel Garrett
J. Daniel Garrett
Vice President and Controller
(Principal Financial and Accounting
Officer)
August 22, 1997



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





                                        6

<PAGE>


                                INDEX TO EXHIBITS



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  (incorporated  by reference  from  Registrant's
      Annual  Report on Form  10-K for the  fiscal  year  ended  June 30,  1986,
      Exhibit 3.2)

 4.3  Secretary's  certification  and Amendment to By-Laws of  Registrant  dated
      August 17, 1990 (incorporated by reference from Registrant's Annual Report
      on Form 10-K for the fiscal year ended June 30, 1990, Exhibit 3.2.1)

 4.4  Amendment to By-Laws of the Registrant  dated June 27, 1991  (incorporated
      by reference from  Registrant's  Annual Report on Form 10-K for the fiscal
      year ended June 30, 1991, Exhibit 3.2.3)

 4.5  Rights Agreement, dated as of January 16, 1996, between the Registrant and
      First Union National Bank of North Carolina, as Rights Agent (incorporated
      by  reference  from  Registrant's  Registration  Statement on Form 8-A, as
      filed on January 23, 1996, Exhibit 4)

 4.6  Birmingham Steel Corporation  Director Stock Option Plan  (incorporated by
      reference from Registrant's  Quarterly Report on Form 10-Q for the quarter
      ended September 30, 1996, Exhibit 10.1)

 5.1  Opinion of Balch & Bingham LLP regarding legality of Shares

23.1  Consent of Ernst & Young LLP

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

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


                                        7

<PAGE>






<PAGE>


                        [BALCH & BINGHAM LLP LETTERHEAD]






                                                  August 22, 1997




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

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

Ladies and Gentlemen:

         In connection with the  registration  under the Securities Act of 1933,
as amended, of 100,000 shares of the common stock, $.01 par value per share (the
"Common Stock"),  of Birmingham Steel Corporation,  a Delaware  corporation (the
"Corporation"),   for  issuance  and  sale  in  the  manner   described  in  the
Corporation's  Registration  Statement on Form S-8 filed with the Securities and
Exchange  Commission,  to which this  opinion is an exhibit  (the  "Registration
Statement"),  we, as counsel to the  Corporation,  have examined such  corporate
records,  certificates,  and  other  documents  as we  considered  necessary  or
appropriate for the purposes of delivering this opinion.

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

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

                                Yours very truly,


                             /s/ Balch & Bingham LLP




<PAGE>






Exhibit 23.1



                          Consent of Ernst & Young LLP


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Birmingham Steel Corporation Director Stock
Option Plan of our report dated August 2, 1996, with respect to the consolidated
financial  statements and schedule of Birmingham Steel  Corporation  included in
its Annual Report (Form 10- K and Form 10-K/A) for the year ended June 30, 1996,
filed with the Securities and Exchange Commission.


                                                      /s/ Ernst & Young LLP

August 21, 1997


<PAGE>


Exhibit 24

                                POWER OF ATTORNEY


                  WHEREAS,   the  Board  of   Directors  of   Birmingham   Steel
Corporation  (the  "Company") has determined  that it is in the best interest of
the  Company  to  register  100,000  shares of the  Company's  common  stock for
issuance under the Company's Director Stock Option Plan; and

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

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

                  The Company hereby  authorizes said persons or any one of them
to execute said registration  statement and amendments  thereto on its behalf as
attorney-in-fact  for it and its  authorized  officers,  and to file the same as
aforesaid.

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

                  DONE this the 30th day of June , 1997.



/s/ E. Mandell de Windt
E. Mandell de Windt


/s/ Robert A. Garvey
Robert A. Garvey




<PAGE>


/s/ Harry Holiday, Jr.
Harry Holiday, Jr.


/s/ C. Stephen Clegg
C. Stephen Clegg


/s/ George A. Stinson
George A. Stinson


/s/ E. Bradley Jones
E. Bradley Jones


/s/ Reginald H. Jones
Reginald H. Jones


/s/ T. Evans Wyckoff
T. Evans Wyckoff


/s/ William J. Cabaniss, Jr.
William J. Cabaniss, Jr.


/s/ Robert D. Kennedy
Robert D. Kennedy


/s/ Robert E. Powell
Robert E. Powell


/s/ John M. Casey
John M. Casey
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22909}]
{"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": "333-34291", "film-number": "97669002"}, "business-address": {"street1": "1000 URBAN CENTER PARKWAY", "street2": "SUITE 300", "city": "BIRMINGHAM", "state": "AL", "zip": "35242", "phone": "2059701255"}, "mail-address": {"street1": "P.O. BOX 1208", "city": "BIRMINGHAM", "state": "AL", "zip": "35201-1208"}}
As filed with the  Securities  and Exchange  Commission  on August 25, 1997.
                                              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 Issuer as Specified in Its Charter)
                                    DELAWARE
                            (State of Incorporation)
                                   13-3213634
                        (IRS Employer Identification No.)
                       1000 Urban Center Drive, Suite 300
                         Birmingham, Alabama 35242-2516
                    (Address of Principal Executive Offices)

                          BIRMINGHAM STEEL CORPORATION
                           DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 (205) 970-1200
          (Telephone Number, including area code, of Agent for Service)

                                    Copy to:
                                Gregory S. Curran
                               Balch & Bingham LLP
                             1901 Sixth Avenue North
                            Birmingham, Alabama 35203
                                 (205) 251-8100

                         CALCULATION OF REGISTRATION FEE

================================================================================
  Title of                      Proposed           Proposed           Amount
 Securities       Amount         Maximum            Maximum              of
   Being          Being       Offering Price       Aggregate        Registration
 Registered     Registered     Per Share (1)    Offering Price (1)      Fee
--------------------------------------------------------------------------------
Common Stock     100,000(2)       $18.00          $1,800,000          $545.45
$.01 par value
--------------------------------------------------------------------------------

(1)      Pursuant to Rule 457 under the Securities Act of 1933, as amended,  the
         offering price is estimated  solely for the purpose of determining  the
         registration  fee and is  based  on the  average  of the bid and  asked
         prices of the common stock of Birmingham  Steel  Corporation  on August
         19, 1997.
(2)      Pursuant to Rule 416 of the  Securities  Act of 1933,  as amended,  the
         number  of  shares  of  securities   registered  on  this  Registration
         Statement  will be increased as a result of future stock splits,  stock
         dividends or similar transactions.
================================================================================
PART I

                                EXPLANATORY NOTE

         Birmingham  Steel   Corporation  (the   "Registrant")  is  filing  this
Registration Statement on Form S-8 in order to register 100,000 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
Director Stock Option Plan (the "Plan").

         A  prospectus  meeting  the  requirements  of  Part I of  Form  S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared.  Such
prospectus is not included in this Registration  Statement but will be delivered
to all  participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated  herein by reference:  (i) the  Registrant's  Annual Report on Form
10-K  and Form  10-K/A  for the  fiscal  year  ended  June  30,  1996,  (ii) the
Registrant's  Quarterly  Report on Form 10-Q for the quarter ended September 30,
1996, (iii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996, (iv) the  Registrant's  Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, (v) the  Registrant's  Current Report on Form 8-K,
dated  December  12,  1996,  as  amended,   and  (vi)  the  description  of  the
Registrant's Common Stock contained in the Registrant's  Registration  Statement
on Form 8-A as filed with the Commission on January 22, 1988.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is a Delaware  corporation.  Section 145 of the Delaware
General Corporation Law the "DGCL") 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,

                                        1
administrative or investigative (other than an action by or in the right of such
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  A corporation  may indemnify  such person  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  A  corporation  may, in
advance of the final  disposition  of any  civil,  criminal,  administrative  or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees)  incurred by any officer or director in defending  such  action,  provided
that the  director  of  officer  undertakes  to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
corporation.

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Sequential
Exhibit                               Description

 4.1   Restated Certificate of Incorporation of the Registrant  (incorporated by
       reference  from  Registrant's  Registration  Statement on Form 8-A, filed
       November 16, 1986, Exhibit 2.2)

 4.2   By-Laws of the Registrant  (incorporated  by reference from  Registrant's
       Annual  Report on Form 10-K for the  fiscal  year  ended  June 30,  1986,
       Exhibit 3.2)
 
                                      2
4.3   Secretary's  certification  and Amendment to By-Laws of Registrant  dated
       August 17, 1990  (incorporated  by  reference  from  Registrant's  Annual
       Report on Form 10-K for the  fiscal  year ended  June 30,  1990,  Exhibit
       3.2.1)

 4.4   Amendment to By-Laws of the Registrant dated June 27, 1991  (incorporated
       by reference from Registrant's  Annual Report on Form 10-K for the fiscal
       year ended June 30, 1991, Exhibit 3.2.3)

 4.5   Rights  Agreement,  dated as of January 16, 1996,  between the Registrant
       and  First  Union  National  Bank of  North  Carolina,  as  Rights  Agent
       (incorporated by reference from  Registrant's  Registration  Statement on
       Form 8-A, as filed on January 23, 1996, Exhibit 4)

 4.6   Birmingham Steel Corporation  Director Stock Option Plan (incorporated by
       reference from Registrant's Quarterly Report on Form 10-Q for the quarter
       ended September 30, 1996, Exhibit 10.1)

 5.1   Opinion of Balch & Bingham LLP regarding legality of Shares

23.1   Consent of Ernst & Young LLP

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

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

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 that  time  shall be deemed to be the
initial bona fide offering thereof.

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

                  (4) That, for purposes of determining  any liability under the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section  13(a) or 15(d) of the  Exchange  Act (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (5) To transmit or cause to be transmitted to all participants
in the Plan who do not otherwise  receive such material as  stockholders  of the
Registrant  at  the  time  and  in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.

                                        3
Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        4
SIGNATURES

         The Registrant.  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 August 22,
1997.

BIRMINGHAM STEEL CORPORATION

By:/s/ J. Daniel Garrett
J. Daniel Garrett
Its: Vice President and Controller

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

Signature
Title
Date

*
E. Mandell de Windt
Chairman-Executive Committee, Director
August 22, 1997

*
Robert A. Garvey
Chairman of the Board, Chief
Executive Officer, Director
(Principal Executive Officer)
August 22, 1997

*
Harry Holiday, Jr.
Director
August 22, 1997

*
C. Stephen Clegg
Director
August 22, 1997

*
George A. Stinson
Director
August 22, 1997

                                       5
*
E. Bradley Jones
Director
August 22, 1997

*
Reginald H. Jones
Director
August 22, 1997

*
T. Evans Wyckoff
Director
August 22, 1997

*
William J. Cabaniss, Jr.
Director
August 22, 1997

*
Robert D. Kennedy
Director
August 22, 1997

/s/ J. Daniel Garrett
J. Daniel Garrett
Vice President and Controller
(Principal Financial and Accounting
Officer)
August 22, 1997

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

                                        6
INDEX TO EXHIBITS

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  (incorporated  by reference  from  Registrant's
      Annual  Report on Form  10-K for the  fiscal  year  ended  June 30,  1986,
      Exhibit 3.2)

 4.3  Secretary's  certification  and Amendment to By-Laws of  Registrant  dated
      August 17, 1990 (incorporated by reference from Registrant's Annual Report
      on Form 10-K for the fiscal year ended June 30, 1990, Exhibit 3.2.1)

 4.4  Amendment to By-Laws of the Registrant  dated June 27, 1991  (incorporated
      by reference from  Registrant's  Annual Report on Form 10-K for the fiscal
      year ended June 30, 1991, Exhibit 3.2.3)

 4.5  Rights Agreement, dated as of January 16, 1996, between the Registrant and
      First Union National Bank of North Carolina, as Rights Agent (incorporated
      by  reference  from  Registrant's  Registration  Statement on Form 8-A, as
      filed on January 23, 1996, Exhibit 4)

 4.6  Birmingham Steel Corporation  Director Stock Option Plan  (incorporated by
      reference from Registrant's  Quarterly Report on Form 10-Q for the quarter
      ended September 30, 1996, Exhibit 10.1)

 5.1  Opinion of Balch & Bingham LLP regarding legality of Shares

23.1  Consent of Ernst & Young LLP

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

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

                                        7
[BALCH & BINGHAM LLP LETTERHEAD]

                                                  August 22, 1997

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

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

Ladies and Gentlemen:

         In connection with the  registration  under the Securities Act of 1933,
as amended, of 100,000 shares of the common stock, $.01 par value per share (the
"Common Stock"),  of Birmingham Steel Corporation,  a Delaware  corporation (the
"Corporation"),   for  issuance  and  sale  in  the  manner   described  in  the
Corporation's  Registration  Statement on Form S-8 filed with the Securities and
Exchange  Commission,  to which this  opinion is an exhibit  (the  "Registration
Statement"),  we, as counsel to the  Corporation,  have examined such  corporate
records,  certificates,  and  other  documents  as we  considered  necessary  or
appropriate for the purposes of delivering this opinion.

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

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

                                Yours very truly,

                             /s/ Balch & Bingham LLP
Exhibit 23.1

                          Consent of Ernst & Young LLP

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Birmingham Steel Corporation Director Stock
Option Plan of our report dated August 2, 1996, with respect to the consolidated
financial  statements and schedule of Birmingham Steel  Corporation  included in
its Annual Report (Form 10- K and Form 10-K/A) for the year ended June 30, 1996,
filed with the Securities and Exchange Commission.

                                                      /s/ Ernst & Young LLP

August 21, 1997
Exhibit 24

                                POWER OF ATTORNEY

                  WHEREAS,   the  Board  of   Directors  of   Birmingham   Steel
Corporation  (the  "Company") has determined  that it is in the best interest of
the  Company  to  register  100,000  shares of the  Company's  common  stock for
issuance under the Company's Director Stock Option Plan; and

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

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

                  The Company hereby  authorizes said persons or any one of them
to execute said registration  statement and amendments  thereto on its behalf as
attorney-in-fact  for it and its  authorized  officers,  and to file the same as
aforesaid.

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

                  DONE this the 30th day of June , 1997.

/s/ E. Mandell de Windt
E. Mandell de Windt

/s/ Robert A. Garvey
Robert A. Garvey
/s/ Harry Holiday, Jr.
Harry Holiday, Jr.

/s/ C. Stephen Clegg
C. Stephen Clegg

/s/ George A. Stinson
George A. Stinson

/s/ E. Bradley Jones
E. Bradley Jones

/s/ Reginald H. Jones
Reginald H. Jones

/s/ T. Evans Wyckoff
T. Evans Wyckoff

/s/ William J. Cabaniss, Jr.
William J. Cabaniss, Jr.

/s/ Robert D. Kennedy
Robert D. Kennedy

/s/ Robert E. Powell
Robert E. Powell

/s/ John M. Casey
John M. Casey