As filed with the Securities and Exchange Commission on 
                       November 30, 1994
                      Registration No. 33-
__________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                
                                
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                                
                                
                         NUCOR CORPORATION
       (Exact name of registrant as specified in its charter)
                                
                         2100 Rexford Road
                 Charlotte, North Carolina  28211
             (Address of principal executive offices)

                              Delaware 
  (State or other jurisdiction of incorporation or organization)              

                            13-1860817
               (I.R.S. Employer Identification No.)
     
         SENIOR OFFICERS INCENTIVE STOCK COMPENSATION PLAN
                       OF NUCOR CORPORATION
                     (Full title of the plan)

SAMUEL SIEGEL                            Copy to:
Vice Chairman, Chief Financial Officer   CHARLES C. ABELES
Nucor Corporation                        Piper & Marbury
2100 Rexford Road                        1200 Nineteenth St., N.W
Charlotte, North Carolina  28211         Washington, D.C. 20036
(704) 366-7000                           (202) 861-3872

     (Name, address and telephone number of agent for service)
                                
                                



                     CALCULATION OF REGISTRATION FEE

   Title of                     Amount          Proposed Maximum		
Securities to                   to be            Offering Price
be Registered                 Registered           per share*   
- ---------------               ------------      ----------------- 
Common Stock                 625,000 shares         $53.0625
(par value $.40 per share)


          Proposed Maximum                Amount of
              Aggregate                  Registration
           Offering Price                    Fee
          -----------------              ------------
            $33,164,063                   $11,441.60

*  Pursuant to Rule 457(c) and (h) and for purposes of this
   Registration Statement, the maximum offering price per share
   is based upon the average of the high and low  prices of the
   registrant's stock reported on the New York Stock Exchange as
   of November 25, 1994.
                             

                             PART I

   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.**


Item 2. Registrant  Information  and  Employee  Plan   Annual
             Information.**


 **  Information  required by Part I to be  contained  in  the
     Section   10(a)   prospectus   is   omitted   from    the
     Registration Statement in accordance with Rule 428  under
     the  Securities Act of 1933 and the Note  to  Part  I  of
     Form S-8.



                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.
     
     The following documents have been filed by Nucor Corporation
(the  "Company") with the Securities and Exchange Commission (the
"Commission") and are incorporated herein by reference:
     
     (1)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
     
     (2)  All other reports by the Company pursuant to Section 13
or  15(d)  of the Securities Exchange Act of 1934 since  December
31,  1993, including the Company's Quarterly Reports on Form 10-Q
for the periods ended April 2, 1994, July 2, 1994 and October  1,
1994.
     
     This  Registration  Statement covers an  additional  625,000
shares  of common stock, par value forty cents ($.40) per  share,
(the "Common Stock") of the Company to be issued pursuant to  the
terms of the Senior Officers Incentive Stock Compensation Plan of
Nucor   Corporation   (the  "Plan").   The   Company   previously
registered  shares of Common Stock for issuance  under  the  Plan
pursuant  to  a  registration statement on Form S-8 (Registration
No.  2-51735), declared effective September 5, 1974, the contents
of   which   are  hereby  incorporated  by  reference   in   this
Registration Statement.
   
     In  addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters
all   securities  remaining  unsold  shall  be   deemed   to   be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
  
     Any statement contained in a document incorporated or deemed
to  be  incorporated by reference herein 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 or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such  statement.   The documents required to be  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

Common Stock
     
     The  Company  is authorized to issue 100,000,000  shares  of
Common  Stock.   Each  share  of the Company's  Common  Stock  is
entitled  to  one  vote, and votes may be cumulated  in  electing
directors.   Directors  of the Company  are  divided  into  three
classes with one class to be elected each year.  Dividends may be
paid  on the Common Stock out of funds legally available for such
payment.   The  holders of the Common Stock  have  no  preemptive
rights.   The outstanding shares of Common Stock are  fully  paid
and non-assessable and not subject to further call or assessment.
There  are  no conversion, redemption or sinking fund  provisions
relating to the Common Stock.  The Common Stock is listed on  the
New  York  Stock Exchange.  First Union National Bank, Charlotte,
North Carolina, is registrar and transfer agent

Voting on Certain Actions
    
     Under  the  Company's  Certificate  of  Incorporation,   the
affirmative   vote   of  four-fifths  (80%)  of   the   Company's
outstanding  voting  stock is required to authorize  any  of  the
following corporate transactions with any other entity which owns
more  than  10% of the Company's voting stock:  (a) a  merger  or
consolidation  of the Company or any subsidiary with  such  other
entity,  (b)  the  sale of more than 10% of  the  assets  of  the
Company  or  any  subsidiary to such other  entity,  or  (c)  the
issuance  or  transfer by the Company of more  than  10%  of  its
voting stock to such other entity.

Dividend Policy
   
     On September 26, 1994, the Company declared a quarterly cash
dividend of four-and-one-half cents ($.045) per share and intends
to  pay quarterly cash dividends in the future.  The Company  has
paid  quarterly cash dividends every quarter since 1973.   Future
dividends  are  dependent  on earnings, the  Company's  financial
position and other factors which cannot be predicted.

Preferred Stock
     
     The Certificate of Incorporation authorizes the issuance  of
250,000  shares  of  Preferred  Stock,  par  value  four  dollars
($4.00),  and gives the Board of Directors discretion to  provide
for  its  issuance in series and to fix the terms of each series.
No  Preferred  Stock is now outstanding and the  Company  has  no
particular plans for its issuance.  If and when issued,  however,
it  is  probable  that  any series of Preferred  Stock  would  be
entitled to certain preferences over Common Stock with respect to
dividends  and distributions, and the holders of Preferred  Stock
would  be  given by law the right to vote as a class on corporate
action  which would adversely affect the preferences,  rights  or
powers of the Preferred Stock.


Item 5. Interests of Named Experts and Counsel
     
    One  or  more  partners at Piper & Marbury, counsel  to  the
Company,  have an interest in the Common Stock of the Company  in
excess of $50,000.

Item 6. Indemnification of Directors and Officers.
     
     Directors  and  officers  of the  Company  are  indemnified,
pursuant to Section 145 of the Delaware General Corporation  Law,
under Article VIII of the Company's Certificate of Incorporation.
The  Company's  Certificate of Incorporation  provides  that  the
Company shall, to the fullest extent permitted by applicable  law
from  time to time in effect, indemnify any and all persons  whom
it shall have the power to indemnify under said law.
  
     Section  145 of the General Corporation Law of the State  of
Delaware  permits  a corporation to indemnify its  directors  and
officers against expenses (including attorneys' fees), judgments,
fines  and  amounts paid in settlements actually  and  reasonably
incurred  by  them  in  connection  with  any  action,  suit   or
proceeding  brought  by  third  parties,  if  such  directors  or
officers  acted  in  good faith and in a manner  they  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 reason to believe their conduct was  unlawful.
In an action by or in the right of the corporation, a corporation
may  indemnify  its  directors and  officers  only  for  expenses
actually  and reasonably incurred by such directors and  officers
in  connection  with the defense or settlement of  an  action  or
suit,  and  only with respect to a matter as to which they  shall
have acted in good faith and in a manner they reasonably believed
to  be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only  to
the extent that the court in which the action or suit was brought
shall  determine upon application that the defendant officers  or
directors are reasonably entitled to indemnity for such  expenses
despite such adjudication of liability.


Item 7. Exemption from Registration Claimed.
     
     Not applicable.


Item 8. Exhibits.

Exhibit
Number  Description
- ------  -------------
 4.1    Senior Officers Incentive Stock Compensation Plan of
        Nucor Corporation.

 5      Opinion of Piper & Marbury.

23.1    Consent of Piper & Marbury (included in Exhibit 5).

23.2    Consent of Coopers & Lybrand, L.L.P.

24      Powers of Attorney.


Item 9. Undertakings.

        A.  Rule 415 Offering.

            The undersigned registrant hereby undertakes:

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

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

                (ii) To reflect in the prospectus any  facts
                or  events  arising after the effective  date  of
                the  registration statement (or the  most  recent
                post-effective    amendment    thereof)    which,
                individually  or  in the aggregate,  represent  a
                fundamental change in the information  set  forth
                in the registration statement;

                (iii) 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.

        B.  Incorporation of Subsequent Exchange Act Documents.

            The  undersigned registrant hereby undertakes  that,
for  purposes  of determining any liability under the  Securities
Act  of  1933,  each  filing  of the registrant's  annual  report
pursuant  to  section 13(a) or section 15(d)  of  the  Securities
Exchange  Act of 1934 (and, where applicable, each filing  of  an
employee  benefit plan's annual report pursuant to section  15(d)
of  the Securities Exchange Act of 1934) that is incorporated  by
reference in 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.

        C.   Securities  and  Exchange  Commission  Position  on
             Indemnification.

             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  Securities Act  of  1933  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 Charlotte, State of North Carolina on this 30th  day
of November, 1994.


                              NUCOR CORPORATION


                              By:/s/ F. Kenneth Iverson
                              ---------------------------------
                              F. Kenneth Iverson,
                              Chairman and Chief Executive Officer


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


     Name                       Title                    Date



/s/ F. Kenneth Iverson        Chairman and          November 30, 1994
- ----------------------    Chief Executive Officer
F. Kenneth Iverson     (Principal Executive Officer)





/s/ Samuel Siegel
- ---------------------        Vice Chairman and      November 30, 1994
Samuel Siegel             Chief Financial Officer
                         (Principal Financial and
                            Accounting Officer)



                                             
                              President and      
       *                     Chief Operating     
- ---------------------      Officer and Director     November 30, 1994
John D. Correnti                         

                                             
                                             
        *                          
- --------------------            Director           November 30, 1994
H. David Aycock                                               

                                             
                                             
        *                          
- ---------------------            Director           November 30, 1994
James W. Cunningham                                                   



  *    By  his  signature below, Samuel Siegel has  signed  this
  Registration Statement on November 30, 1994 on behalf  of  the
  above-listed  persons designated by asterisks  pursuant  to  a
  duly executed power of attorney filed with the Securities  and
  Exchange Commission.


                                    /s/ Samuel Siegel
                                    ---------------------------
                                    Samuel Siegel,
                                    Attorney-in-fact


                            


                                                EXHIBIT 4.1

               
        SENIOR OFFICERS INCENTIVE STOCK COMPENSATION PLAN
                      OF NUCOR CORPORATION
                                
     
     1.    PURPOSES:   The purposes of this Plan are  to  provide
greater  incentive  for senior officers, to  attract  and  retain 
senior  officers of outstanding competence, and  to  further  the
identity  of  interests of senior officers with  those  of  Nucor
Corporation's shareholders.
     
     2.   DEFINITIONS:  (a) "Year" means the Corporation's fiscal
year.  (b) "Basic Annual Salary" means the amount paid or payable
to  a  Participant with respect to a Year, for services rendered,
and  does  not  include any amounts paid, payable, set  aside  or
otherwise  credited  under  this  Plan  or  any  other  plan  for
Participants,  nor  severance pay, royalties,  bonuses  or  other
similar  or  special compensation.  (c) "Participant"  means  any
person, including a director of the Corporation, employed by  the
Corporation or a subsidiary on a full-time salaried basis who  is
designated as Chairman of the Board, Vice Chairman of the  Board,
President  or a Vice President of the Corporation.  (d) "Adjusted
Net  Earnings"  means, with respect to any Year,  the  amount  by
which   the  retained  earnings  of  the  Corporation   and   its
subsidiaries on a consolidated basis are increased  due  to  such
Year's  operations (including extraordinary charges and  credits)
before  charges and credits for federal income taxes and  amounts
under  this  Plan  or  any  other plan solely  for  Participants,
including  former Participants, as determined by the  independent
public  accounting  firm  employed  by  the  Corporation  as  its
auditors.
    
     3.    EFFECTIVE DATE:  (a) This Plan shall become  effective
upon  its approval by the Corporation's Board of Directors  after
approval by the stockholders of the Corporation. (b) the Board of
Directors may provide that the Plan shall become effective as  of
the  first  day of any Year during or after which  the  Board  of
Directors approves the Plan.
    
     4.     ADMINISTRATION:   (a)  The  Corporation's  Board   of 
Directors shall have the authority to administer this Plan and to
issue  stock  pursuant  to  the terms of  this  Plan,  including,
without  limitation, the authority to establish (with no  changes
more  than  once every six months) (i) the applicable  percentage
and  amount  of  Adjusted Net Earnings as provided  in  Paragraph
5(b),   and  (ii)  the  percentage  of  stock  which   shall   be
transferable  as  provided  in Paragraph  8(c),  subject  to  the
limitations  of  such  paragraphs.  The Board  of  Directors  may
delegate all or any part of its authority under this Plan  to  an
Administrative Committee appointed by it and composed of at least
two  of  its  members.   (b)  All legal  and  other  expenses  of
administering  and relating to this Plan shall  be  paid  by  the
Corporation.   In  the  event a dispute arises  under  this  Plan
between  the  Corporation and a Participant or former Participant
and  such  dispute is resolved by a final judgment of a court  in
favor  of  such  Participant or former  Participant  or  if  such
dispute   is  settled  before  such  final  judgment,  then   the
Corporation  shall pay the legal and other expenses actually  and
reasonable  incurred  by such Participant or former  Participant.
(c)  The  Corporation  and  each  Participant  shall  enter  into
separate contracts under this Plan.  Such contracts shall contain
such  terms  and  conditions as the parties agree upon,  provided
that they are not inconsistent with this Plan.
    
     5.    COMPENSATION:  (a) In consideration  of  the  services
rendered  by the Participants to the Corporation for  each  Year,
the  Corporation shall issue to each Participant for each Year  a
number  of shares of its common stock which shall bear  the  same
ratio to the total number of shares for such year, as computed in
Paragraph  5(b) below, as each Participant's Basic Annual  Salary
in  such Year bears to the total of all Basic Annual Salaries  in
such Year of all Participants; provided that no fractional shares
shall  be  issued.   (b)  The  total number  of  shares  for  all
Participants  for each Year, valued in accordance with  Paragraph
5(c)  below,  shall  be an amount equal to  not  more  than  four
percent (4%) of the Corporation's Adjusted Net Earnings in excess
of  at least five million dollars ($5,000,000) in each Year.  (c)
For  purposes  of  Paragraph 5(b) above, common  stock  shall  be
valued at a price equivalent to ninety percent (90%) of the  last
published price at which such stock was traded in such Year.
  
     6.    FORFEITURE:   (a)  Shares  of  stock  issued  to  each
Participant   with  respect  to  each  Year  shall  become   non-
forfeitable  at  the  rate  of twenty  percent  (20%)  per  year,
commencing  as  of  January 1 of the following  year.   (b)  Upon
termination  of  a Participant's employment with the  Corporation
for  reasons  of retirement, disability or death, all forfeitable
stock  under  this  Plan  (including, without  limitation,  stock
issued and issuable for a prior Year, and stock to be issued  for  
the  portion  of  the  current  Year  up  to  the  date  of  such
retirement,  disability  or death) shall become  non-forfeitable.
"Retirement" includes, without limitation, voluntary  termination
of  employment by a Participant who is over fifty-five  (55)  but
less  than  sixty-five (65) years of age, if such  retirement  is
approved  by  the  Corporation's Board of  Directors.   (c)  Upon
termination  of  a Participant's employment with the  Corporation
voluntarily  or at the request of the Corporation,  and  not  for
reasons of retirement, disability or death, all forfeitable stock
under this Plan (including, without limitation, stock issued  and
issuable for a prior Year, and stock to be issued for the portion
of  the current Year up to the date of such termination) shall be
forfeited to the Corporation, and the Participant shall no longer
be the owner of or retain any interest whatsoever in such stock.
    
     7.    REGISTRATION AND CUSTODY:  (a) Shares of stock  issued
under  this  Plan  shall  be  registered  in  the  name  of  each
Participant,  who  shall thereupon become  the  owner  with  full
dividend,  voting, liquidation and other rights, but  subject  to
the  forfeiture  and other provisions of this  Plan.   (b)  Stock
certificates  shall  be  issued and may either  be  held  by  the
Corporation  or delivered to and held by a custodian  or  trustee
selected  and compensated by the Corporation.  Such custodian  or
trustee  shall  be a bank or trust company with a  net  worth  in
excess  of  fifteen  million dollars  ($15,000,000).   (c)  Stock
certificates  issued may bear such restrictive legend(s)  as  the
Board of Directors deems advisable.
   
     8.    TRANSFER:  (a) Stock issued but forfeitable under  the
terms of this Plan may not be transferred by Participants in  any
manner,  and shall not be subject to levy, attachment,  or  other
legal  process.   (b) As long as a Participant's employment  with
the  Corporation continues, he may take delivery of  certificates
and  transfer any portion of non-forfeitable stock issued to  him
under  this  Plan,  not  exceeding  the  transferable  percentage
thereof  specified in Paragraph 8(c) below.  (c) For purposes  of
Paragraph  8(b)  above,  the  transferable  percentage  shall  be
established  from  time  to time by the  Corporation's  Board  of
Directors, and shall be at least fifty percent (50%).   (d)  Upon
termination  of  a Participant's employment with the  Corporation
for  any reason, he may take delivery of and transfer all or  any
part  of  his non-forfeitable stock in his discretion.   (e)  All
transfers of stock issued under this Plan by Participants, former
Participants   and   successive  owners  are   subject   to   all
requirements of applicable laws and regulations.
   
     9.    AMENDMENT  AND  TERMINATION:  (a)  This  Plan  may  be
amended or terminated by the Corporation's Board of Directors  at
any  time,  provided  that no amendments, other  than  clarifying
amendments,  shall  change Paragraphs 2, 5, 6(a),  8(b)  or  8(c)
unless  approved  by  the Corporation's  shareholders.   No  such
amendment or termination, however, shall be retroactive or  shall
affect  or  change any interests or rights of any Participant  or
former  Participant  in the Plan.  "Interests  or  rights"  shall
include,  without  limitation, stock issued and  issuable  for  a
prior Year, and stock to be issued for the portion of the current
Year  up  to the date of such amendment or termination.  (b)  The
Corporation  shall  not consolidate, merge or transfer,  sell  or
distribute by liquidation or otherwise, all or substantially  all
of its assets, unless the successor in any such transaction shall
assume  the Corporation's obligations under this Plan up  to  the
date  of  such transaction or unless the Corporation  shall  make
other  satisfactory arrangements to insure that such  obligations
are fulfilled.
     
     

                                                   EXHIBIT 5


          
                                 PIPER & MARBURY                       
                          1200 Nineteenth Street, N.W.                 
                             Washington, D.C. 20036                    
                                  202-861-3900                         
                               FAX: 202-223-2085                      
                                                     BALTIMORE
                                                      NEW YORK
                                                    PHILADELPHIA
                                                       LONDON
                                                     EASTON, MD
                                                                            
                                                                            
                        November 30, 1994

Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina  28211

            Re: Registration Statement on Form S-8
                Senior Officers Incentive Stock Compensation Plan

Ladies and Gentlemen:
     
     You  have  asked us for our opinion with respect to  certain
matters relating to the issuance by Nucor Corporation, a Delaware
corporation (the "Company"), of an aggregate of 625,000 shares of
common  stock,  par  value $.40 per share, of  the  Company  (the
"Shares")  to be issued pursuant to the Senior Officers Incentive
Stock Compensation Plan of Nucor Corporation (the "Plan").
   
     For  purposes of this opinion, we have examined  and  relied
upon  (i) the Company's charter and by-laws, (ii) the Plan, (iii)
the corporate proceedings of the Company relating to the adoption
of  the  Plan  and the authorization for issuance of  the  Shares
under   the  Plan,  and  (iv)  such  other  documents,  including
certificates  of  officers  of the Company,  as  we  have  deemed
necessary  in  connection with the rendering of the  opinion  set
forth   below.   In  such  examination,  we  have   assumed   the
genuineness of all signatures, the authenticity of all  documents
submitted  to us as originals, and the conformity with  originals
of all documents submitted to us as copies.
     
     Based upon the foregoing and in reliance thereon, it is our
opinion that, when issued pursuant to the terms of the Plan, the
Shares will be legally and validly authorized and issued and will
be fully paid and nonassessable in the hands of the holders under
the laws of the State of Delaware.  The opinion expressed in this
letter is solely for your use and may not be relied on by any
other person without our express prior written consent.
     
     We hereby consent to the filing of this opinion as Exhibit 5
in the above-referenced Registration Statement.

                                    Very truly yours,

                                    /s/ PIPER & MARBURY



                                                  EXHIBIT 23.2


                   CONSENT OF INDEPENDENT ACCOUNTANTS




     We   consent  to  the  incorporation  by  reference  in  the
Registration Statement of Nucor Corporation on Form  S-8  (Senior
Officers  Incentive Stock Compensation Plan) of our report  dated
February 21, 1994, on our audits of the financial statements  and
financial statement schedules of Nucor Corporation as of December
31,  1993  and 1992, and for the years ended December  31,  1993,
1992, and 1991, which report is included in the Annual Report  on
Form 10-K.


Charlotte, North Carolina
November 29, 1994

                                  /s/ Coopers & Lybrand, L.L.P.
                                  -----------------------------
                                  Coopers & Lybrand, L.L.P.




                                                EXHIBIT 24


                        NUCOR CORPORATION
                                
                        POWER OF ATTORNEY
                                
                                
                                

      KNOW  ALL  MEN  BY THESE PRESENTS that the  undersigned,  a
Director   and/or  Officer  of  Nucor  Corporation,  a   Delaware
corporation,  hereby constitutes and appoints F. Kenneth  Iverson
and  Samuel  Siegel and each of them, the true and lawful  agents
and  attorneys-in-fact of the undersigned  with  full  power  and
authority in said agents and attorneys-in-fact, and in any one or
more  of  them,  to sign for the undersigned and in  his  name  a
Registration Statement on Form S-8, or other appropriate form, of
the  Corporation  to  be filed with the Securities  and  Exchange
Commission, Washington, D.C., under the Securities Act  of  1933,
as  amended, and any amendment or amendments to such Registration
Statement,   relating  to  issuance  of  Common  Stock   of   the
Corporation   under   its   Senior   Officers   Incentive   Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.

Dated:  November 30, 1994


            Name                                Title
                                                  
                                     President and Chief Operating
/s/ John D. Correnti                      Officer and Director
- ----------------------------                                   
John D. Correnti


                                
                                
                        NUCOR CORPORATION
                                
                        POWER OF ATTORNEY
                                
                                
                                

      KNOW  ALL  MEN  BY THESE PRESENTS that the  undersigned,  a
Director   and/or  Officer  of  Nucor  Corporation,  a   Delaware
corporation,  hereby constitutes and appoints F. Kenneth  Iverson
and  Samuel  Siegel and each of them, the true and lawful  agents
and  attorneys-in-fact of the undersigned  with  full  power  and
authority in said agents and attorneys-in-fact, and in any one or
more  of  them,  to sign for the undersigned and in  his  name  a
Registration Statement on Form S-8, or other appropriate form, of
the  Corporation  to  be filed with the Securities  and  Exchange
Commission, Washington, D.C., under the Securities Act  of  1933,
as  amended, and any amendment or amendments to such Registration
Statement,   relating  to  issuance  of  Common  Stock   of   the
Corporation   under   its   Senior   Officers   Incentive   Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.

Dated:  November 30, 1994


            Name                                Title
                                                  
                                                  
/s/ H. David Aycock                            Director
- ----------------------------
H. David Aycock


                                


                                
                        NUCOR CORPORATION
                                
                        POWER OF ATTORNEY
                                
                                
                                

      KNOW  ALL  MEN  BY THESE PRESENTS that the  undersigned,  a
Director   and/or  Officer  of  Nucor  Corporation,  a   Delaware
corporation,  hereby constitutes and appoints F. Kenneth  Iverson
and  Samuel  Siegel and each of them, the true and lawful  agents
and  attorneys-in-fact of the undersigned  with  full  power  and
authority in said agents and attorneys-in-fact, and in any one or
more  of  them,  to sign for the undersigned and in  his  name  a
Registration Statement on Form S-8, or other appropriate form, of
the  Corporation  to  be filed with the Securities  and  Exchange
Commission, Washington, D.C., under the Securities Act  of  1933,
as  amended, and any amendment or amendments to such Registration
Statement,   relating  to  issuance  of  Common  Stock   of   the
Corporation   under   its   Senior   Officers   Incentive   Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.

Dated:  November 30, 1994
 

           Name                                Title
                                                  
                                                  
/s/ James W. Cunningham                       Director
- -----------------------------
James W. Cunningham
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 35452}]
{"company-data": {"conformed-name": "NUCOR CORP", "cik": "0000073309", "assigned-sic": "3312", "irs-number": "131860817", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56649", "film-number": "94562633"}, "business-address": {"street1": "2100 REXFORD RD", "city": "CHARLOTTE", "state": "NC", "zip": "28211", "phone": "7043667000"}, "mail-address": {"street1": "2100 REXFORD ROAD", "city": "CHARLOTTE", "state": "NC", "zip": "28211"}, "former-company": [{"former-conformed-name": "NUCLEAR CORP OF AMERICA INC", "date-changed": "19680911"}, {"former-conformed-name": "AZTEC MECHANICAL CONTRACTORS INC", "date-changed": "19660629"}]}
As filed with the Securities and Exchange Commission on 
                       November 30, 1994
                      Registration No. 33-
__________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                
                                
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                                
                                
                         NUCOR CORPORATION
       (Exact name of registrant as specified in its charter)
                                
                         2100 Rexford Road
                 Charlotte, North Carolina  28211
             (Address of principal executive offices)

                              Delaware 
  (State or other jurisdiction of incorporation or organization)              

                            13-1860817
               (I.R.S. Employer Identification No.)
     
         SENIOR OFFICERS INCENTIVE STOCK COMPENSATION PLAN
                       OF NUCOR CORPORATION
                     (Full title of the plan)

SAMUEL SIEGEL                            Copy to:
Vice Chairman, Chief Financial Officer   CHARLES C. ABELES
Nucor Corporation                        Piper & Marbury
2100 Rexford Road                        1200 Nineteenth St., N.W
Charlotte, North Carolina  28211         Washington, D.C. 20036
(704) 366-7000                           (202) 861-3872

     (Name, address and telephone number of agent for service)
                                
                                

                     CALCULATION OF REGISTRATION FEE

   Title of                     Amount          Proposed Maximum		
Securities to                   to be            Offering Price
be Registered                 Registered           per share*   
- ---------------               ------------      ----------------- 
Common Stock                 625,000 shares         $53.0625
(par value $.40 per share)

          Proposed Maximum                Amount of
              Aggregate                  Registration
           Offering Price                    Fee
          -----------------              ------------
            $33,164,063                   $11,441.60

*  Pursuant to Rule 457(c) and (h) and for purposes of this
   Registration Statement, the maximum offering price per share
   is based upon the average of the high and low  prices of the
   registrant's stock reported on the New York Stock Exchange as
   of November 25, 1994.
                             

                             PART I

   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.**

Item 2. Registrant  Information  and  Employee  Plan   Annual
             Information.**

 **  Information  required by Part I to be  contained  in  the
     Section   10(a)   prospectus   is   omitted   from    the
     Registration Statement in accordance with Rule 428  under
     the  Securities Act of 1933 and the Note  to  Part  I  of
     Form S-8.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
     
     The following documents have been filed by Nucor Corporation
(the  "Company") with the Securities and Exchange Commission (the
"Commission") and are incorporated herein by reference:
     
     (1)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
     
     (2)  All other reports by the Company pursuant to Section 13
or  15(d)  of the Securities Exchange Act of 1934 since  December
31,  1993, including the Company's Quarterly Reports on Form 10-Q
for the periods ended April 2, 1994, July 2, 1994 and October  1,
1994.
     
     This  Registration  Statement covers an  additional  625,000
shares  of common stock, par value forty cents ($.40) per  share,
(the "Common Stock") of the Company to be issued pursuant to  the
terms of the Senior Officers Incentive Stock Compensation Plan of
Nucor   Corporation   (the  "Plan").   The   Company   previously
registered  shares of Common Stock for issuance  under  the  Plan
pursuant  to  a  registration statement on Form S-8 (Registration
No.  2-51735), declared effective September 5, 1974, the contents
of   which   are  hereby  incorporated  by  reference   in   this
Registration Statement.
   
     In  addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters
all   securities  remaining  unsold  shall  be   deemed   to   be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
  
     Any statement contained in a document incorporated or deemed
to  be  incorporated by reference herein 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 or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such  statement.   The documents required to be  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

Common Stock
     
     The  Company  is authorized to issue 100,000,000  shares  of
Common  Stock.   Each  share  of the Company's  Common  Stock  is
entitled  to  one  vote, and votes may be cumulated  in  electing
directors.   Directors  of the Company  are  divided  into  three
classes with one class to be elected each year.  Dividends may be
paid  on the Common Stock out of funds legally available for such
payment.   The  holders of the Common Stock  have  no  preemptive
rights.   The outstanding shares of Common Stock are  fully  paid
and non-assessable and not subject to further call or assessment.
There  are  no conversion, redemption or sinking fund  provisions
relating to the Common Stock.  The Common Stock is listed on  the
New  York  Stock Exchange.  First Union National Bank, Charlotte,
North Carolina, is registrar and transfer agent

Voting on Certain Actions
    
     Under  the  Company's  Certificate  of  Incorporation,   the
affirmative   vote   of  four-fifths  (80%)  of   the   Company's
outstanding  voting  stock is required to authorize  any  of  the
following corporate transactions with any other entity which owns
more  than  10% of the Company's voting stock:  (a) a  merger  or
consolidation  of the Company or any subsidiary with  such  other
entity,  (b)  the  sale of more than 10% of  the  assets  of  the
Company  or  any  subsidiary to such other  entity,  or  (c)  the
issuance  or  transfer by the Company of more  than  10%  of  its
voting stock to such other entity.

Dividend Policy
   
     On September 26, 1994, the Company declared a quarterly cash
dividend of four-and-one-half cents ($.045) per share and intends
to  pay quarterly cash dividends in the future.  The Company  has
paid  quarterly cash dividends every quarter since 1973.   Future
dividends  are  dependent  on earnings, the  Company's  financial
position and other factors which cannot be predicted.

Preferred Stock
     
     The Certificate of Incorporation authorizes the issuance  of
250,000  shares  of  Preferred  Stock,  par  value  four  dollars
($4.00),  and gives the Board of Directors discretion to  provide
for  its  issuance in series and to fix the terms of each series.
No  Preferred  Stock is now outstanding and the  Company  has  no
particular plans for its issuance.  If and when issued,  however,
it  is  probable  that  any series of Preferred  Stock  would  be
entitled to certain preferences over Common Stock with respect to
dividends  and distributions, and the holders of Preferred  Stock
would  be  given by law the right to vote as a class on corporate
action  which would adversely affect the preferences,  rights  or
powers of the Preferred Stock.

Item 5. Interests of Named Experts and Counsel
     
    One  or  more  partners at Piper & Marbury, counsel  to  the
Company,  have an interest in the Common Stock of the Company  in
excess of $50,000.

Item 6. Indemnification of Directors and Officers.
     
     Directors  and  officers  of the  Company  are  indemnified,
pursuant to Section 145 of the Delaware General Corporation  Law,
under Article VIII of the Company's Certificate of Incorporation.
The  Company's  Certificate of Incorporation  provides  that  the
Company shall, to the fullest extent permitted by applicable  law
from  time to time in effect, indemnify any and all persons  whom
it shall have the power to indemnify under said law.
  
     Section  145 of the General Corporation Law of the State  of
Delaware  permits  a corporation to indemnify its  directors  and
officers against expenses (including attorneys' fees), judgments,
fines  and  amounts paid in settlements actually  and  reasonably
incurred  by  them  in  connection  with  any  action,  suit   or
proceeding  brought  by  third  parties,  if  such  directors  or
officers  acted  in  good faith and in a manner  they  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 reason to believe their conduct was  unlawful.
In an action by or in the right of the corporation, a corporation
may  indemnify  its  directors and  officers  only  for  expenses
actually  and reasonably incurred by such directors and  officers
in  connection  with the defense or settlement of  an  action  or
suit,  and  only with respect to a matter as to which they  shall
have acted in good faith and in a manner they reasonably believed
to  be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only  to
the extent that the court in which the action or suit was brought
shall  determine upon application that the defendant officers  or
directors are reasonably entitled to indemnity for such  expenses
despite such adjudication of liability.

Item 7. Exemption from Registration Claimed.
     
     Not applicable.

Item 8. Exhibits.

Exhibit
Number  Description
- ------  -------------
 4.1    Senior Officers Incentive Stock Compensation Plan of
        Nucor Corporation.

 5      Opinion of Piper & Marbury.

23.1    Consent of Piper & Marbury (included in Exhibit 5).

23.2    Consent of Coopers & Lybrand, L.L.P.

24      Powers of Attorney.

Item 9. Undertakings.

        A.  Rule 415 Offering.

            The undersigned registrant hereby undertakes:

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

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

                (ii) To reflect in the prospectus any  facts
                or  events  arising after the effective  date  of
                the  registration statement (or the  most  recent
                post-effective    amendment    thereof)    which,
                individually  or  in the aggregate,  represent  a
                fundamental change in the information  set  forth
                in the registration statement;

                (iii) 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.

        B.  Incorporation of Subsequent Exchange Act Documents.

            The  undersigned registrant hereby undertakes  that,
for  purposes  of determining any liability under the  Securities
Act  of  1933,  each  filing  of the registrant's  annual  report
pursuant  to  section 13(a) or section 15(d)  of  the  Securities
Exchange  Act of 1934 (and, where applicable, each filing  of  an
employee  benefit plan's annual report pursuant to section  15(d)
of  the Securities Exchange Act of 1934) that is incorporated  by
reference in 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.

        C.   Securities  and  Exchange  Commission  Position  on
             Indemnification.

             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  Securities Act  of  1933  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 Charlotte, State of North Carolina on this 30th  day
of November, 1994.

                              NUCOR CORPORATION

                              By:/s/ F. Kenneth Iverson
                              ---------------------------------
                              F. Kenneth Iverson,
                              Chairman and Chief Executive Officer

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

     Name                       Title                    Date

/s/ F. Kenneth Iverson        Chairman and          November 30, 1994
- ----------------------    Chief Executive Officer
F. Kenneth Iverson     (Principal Executive Officer)

/s/ Samuel Siegel
- ---------------------        Vice Chairman and      November 30, 1994
Samuel Siegel             Chief Financial Officer
                         (Principal Financial and
                            Accounting Officer)

                                             
                              President and      
       *                     Chief Operating     
- ---------------------      Officer and Director     November 30, 1994
John D. Correnti                         

                                             
                                             
        *                          
- --------------------            Director           November 30, 1994
H. David Aycock                                               

                                             
                                             
        *                          
- ---------------------            Director           November 30, 1994
James W. Cunningham                                                   

  *    By  his  signature below, Samuel Siegel has  signed  this
  Registration Statement on November 30, 1994 on behalf  of  the
  above-listed  persons designated by asterisks  pursuant  to  a
  duly executed power of attorney filed with the Securities  and
  Exchange Commission.

                                    /s/ Samuel Siegel
                                    ---------------------------
                                    Samuel Siegel,
                                    Attorney-in-fact

                            

                                                EXHIBIT 4.1

               
        SENIOR OFFICERS INCENTIVE STOCK COMPENSATION PLAN
                      OF NUCOR CORPORATION
                                
     
     1.    PURPOSES:   The purposes of this Plan are  to  provide
greater  incentive  for senior officers, to  attract  and  retain 
senior  officers of outstanding competence, and  to  further  the
identity  of  interests of senior officers with  those  of  Nucor
Corporation's shareholders.
     
     2.   DEFINITIONS:  (a) "Year" means the Corporation's fiscal
year.  (b) "Basic Annual Salary" means the amount paid or payable
to  a  Participant with respect to a Year, for services rendered,
and  does  not  include any amounts paid, payable, set  aside  or
otherwise  credited  under  this  Plan  or  any  other  plan  for
Participants,  nor  severance pay, royalties,  bonuses  or  other
similar  or  special compensation.  (c) "Participant"  means  any
person, including a director of the Corporation, employed by  the
Corporation or a subsidiary on a full-time salaried basis who  is
designated as Chairman of the Board, Vice Chairman of the  Board,
President  or a Vice President of the Corporation.  (d) "Adjusted
Net  Earnings"  means, with respect to any Year,  the  amount  by
which   the  retained  earnings  of  the  Corporation   and   its
subsidiaries on a consolidated basis are increased  due  to  such
Year's  operations (including extraordinary charges and  credits)
before  charges and credits for federal income taxes and  amounts
under  this  Plan  or  any  other plan solely  for  Participants,
including  former Participants, as determined by the  independent
public  accounting  firm  employed  by  the  Corporation  as  its
auditors.
    
     3.    EFFECTIVE DATE:  (a) This Plan shall become  effective
upon  its approval by the Corporation's Board of Directors  after
approval by the stockholders of the Corporation. (b) the Board of
Directors may provide that the Plan shall become effective as  of
the  first  day of any Year during or after which  the  Board  of
Directors approves the Plan.
    
     4.     ADMINISTRATION:   (a)  The  Corporation's  Board   of 
Directors shall have the authority to administer this Plan and to
issue  stock  pursuant  to  the terms of  this  Plan,  including,
without  limitation, the authority to establish (with no  changes
more  than  once every six months) (i) the applicable  percentage
and  amount  of  Adjusted Net Earnings as provided  in  Paragraph
5(b),   and  (ii)  the  percentage  of  stock  which   shall   be
transferable  as  provided  in Paragraph  8(c),  subject  to  the
limitations  of  such  paragraphs.  The Board  of  Directors  may
delegate all or any part of its authority under this Plan  to  an
Administrative Committee appointed by it and composed of at least
two  of  its  members.   (b)  All legal  and  other  expenses  of
administering  and relating to this Plan shall  be  paid  by  the
Corporation.   In  the  event a dispute arises  under  this  Plan
between  the  Corporation and a Participant or former Participant
and  such  dispute is resolved by a final judgment of a court  in
favor  of  such  Participant or former  Participant  or  if  such
dispute   is  settled  before  such  final  judgment,  then   the
Corporation  shall pay the legal and other expenses actually  and
reasonable  incurred  by such Participant or former  Participant.
(c)  The  Corporation  and  each  Participant  shall  enter  into
separate contracts under this Plan.  Such contracts shall contain
such  terms  and  conditions as the parties agree upon,  provided
that they are not inconsistent with this Plan.
    
     5.    COMPENSATION:  (a) In consideration  of  the  services
rendered  by the Participants to the Corporation for  each  Year,
the  Corporation shall issue to each Participant for each Year  a
number  of shares of its common stock which shall bear  the  same
ratio to the total number of shares for such year, as computed in
Paragraph  5(b) below, as each Participant's Basic Annual  Salary
in  such Year bears to the total of all Basic Annual Salaries  in
such Year of all Participants; provided that no fractional shares
shall  be  issued.   (b)  The  total number  of  shares  for  all
Participants  for each Year, valued in accordance with  Paragraph
5(c)  below,  shall  be an amount equal to  not  more  than  four
percent (4%) of the Corporation's Adjusted Net Earnings in excess
of  at least five million dollars ($5,000,000) in each Year.  (c)
For  purposes  of  Paragraph 5(b) above, common  stock  shall  be
valued at a price equivalent to ninety percent (90%) of the  last
published price at which such stock was traded in such Year.
  
     6.    FORFEITURE:   (a)  Shares  of  stock  issued  to  each
Participant   with  respect  to  each  Year  shall  become   non-
forfeitable  at  the  rate  of twenty  percent  (20%)  per  year,
commencing  as  of  January 1 of the following  year.   (b)  Upon
termination  of  a Participant's employment with the  Corporation
for  reasons  of retirement, disability or death, all forfeitable
stock  under  this  Plan  (including, without  limitation,  stock
issued and issuable for a prior Year, and stock to be issued  for  
the  portion  of  the  current  Year  up  to  the  date  of  such
retirement,  disability  or death) shall become  non-forfeitable.
"Retirement" includes, without limitation, voluntary  termination
of  employment by a Participant who is over fifty-five  (55)  but
less  than  sixty-five (65) years of age, if such  retirement  is
approved  by  the  Corporation's Board of  Directors.   (c)  Upon
termination  of  a Participant's employment with the  Corporation
voluntarily  or at the request of the Corporation,  and  not  for
reasons of retirement, disability or death, all forfeitable stock
under this Plan (including, without limitation, stock issued  and
issuable for a prior Year, and stock to be issued for the portion
of  the current Year up to the date of such termination) shall be
forfeited to the Corporation, and the Participant shall no longer
be the owner of or retain any interest whatsoever in such stock.
    
     7.    REGISTRATION AND CUSTODY:  (a) Shares of stock  issued
under  this  Plan  shall  be  registered  in  the  name  of  each
Participant,  who  shall thereupon become  the  owner  with  full
dividend,  voting, liquidation and other rights, but  subject  to
the  forfeiture  and other provisions of this  Plan.   (b)  Stock
certificates  shall  be  issued and may either  be  held  by  the
Corporation  or delivered to and held by a custodian  or  trustee
selected  and compensated by the Corporation.  Such custodian  or
trustee  shall  be a bank or trust company with a  net  worth  in
excess  of  fifteen  million dollars  ($15,000,000).   (c)  Stock
certificates  issued may bear such restrictive legend(s)  as  the
Board of Directors deems advisable.
   
     8.    TRANSFER:  (a) Stock issued but forfeitable under  the
terms of this Plan may not be transferred by Participants in  any
manner,  and shall not be subject to levy, attachment,  or  other
legal  process.   (b) As long as a Participant's employment  with
the  Corporation continues, he may take delivery of  certificates
and  transfer any portion of non-forfeitable stock issued to  him
under  this  Plan,  not  exceeding  the  transferable  percentage
thereof  specified in Paragraph 8(c) below.  (c) For purposes  of
Paragraph  8(b)  above,  the  transferable  percentage  shall  be
established  from  time  to time by the  Corporation's  Board  of
Directors, and shall be at least fifty percent (50%).   (d)  Upon
termination  of  a Participant's employment with the  Corporation
for  any reason, he may take delivery of and transfer all or  any
part  of  his non-forfeitable stock in his discretion.   (e)  All
transfers of stock issued under this Plan by Participants, former
Participants   and   successive  owners  are   subject   to   all
requirements of applicable laws and regulations.
   
     9.    AMENDMENT  AND  TERMINATION:  (a)  This  Plan  may  be
amended or terminated by the Corporation's Board of Directors  at
any  time,  provided  that no amendments, other  than  clarifying
amendments,  shall  change Paragraphs 2, 5, 6(a),  8(b)  or  8(c)
unless  approved  by  the Corporation's  shareholders.   No  such
amendment or termination, however, shall be retroactive or  shall
affect  or  change any interests or rights of any Participant  or
former  Participant  in the Plan.  "Interests  or  rights"  shall
include,  without  limitation, stock issued and  issuable  for  a
prior Year, and stock to be issued for the portion of the current
Year  up  to the date of such amendment or termination.  (b)  The
Corporation  shall  not consolidate, merge or transfer,  sell  or
distribute by liquidation or otherwise, all or substantially  all
of its assets, unless the successor in any such transaction shall
assume  the Corporation's obligations under this Plan up  to  the
date  of  such transaction or unless the Corporation  shall  make
other  satisfactory arrangements to insure that such  obligations
are fulfilled.
     
     

                                                   EXHIBIT 5

          
                                 PIPER & MARBURY                       
                          1200 Nineteenth Street, N.W.                 
                             Washington, D.C. 20036                    
                                  202-861-3900                         
                               FAX: 202-223-2085                      
                                                     BALTIMORE
                                                      NEW YORK
                                                    PHILADELPHIA
                                                       LONDON
                                                     EASTON, MD
                                                                            
                                                                            
                        November 30, 1994

Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina  28211

            Re: Registration Statement on Form S-8
                Senior Officers Incentive Stock Compensation Plan

Ladies and Gentlemen:
     
     You  have  asked us for our opinion with respect to  certain
matters relating to the issuance by Nucor Corporation, a Delaware
corporation (the "Company"), of an aggregate of 625,000 shares of
common  stock,  par  value $.40 per share, of  the  Company  (the
"Shares")  to be issued pursuant to the Senior Officers Incentive
Stock Compensation Plan of Nucor Corporation (the "Plan").
   
     For  purposes of this opinion, we have examined  and  relied
upon  (i) the Company's charter and by-laws, (ii) the Plan, (iii)
the corporate proceedings of the Company relating to the adoption
of  the  Plan  and the authorization for issuance of  the  Shares
under   the  Plan,  and  (iv)  such  other  documents,  including
certificates  of  officers  of the Company,  as  we  have  deemed
necessary  in  connection with the rendering of the  opinion  set
forth   below.   In  such  examination,  we  have   assumed   the
genuineness of all signatures, the authenticity of all  documents
submitted  to us as originals, and the conformity with  originals
of all documents submitted to us as copies.
     
     Based upon the foregoing and in reliance thereon, it is our
opinion that, when issued pursuant to the terms of the Plan, the
Shares will be legally and validly authorized and issued and will
be fully paid and nonassessable in the hands of the holders under
the laws of the State of Delaware.  The opinion expressed in this
letter is solely for your use and may not be relied on by any
other person without our express prior written consent.
     
     We hereby consent to the filing of this opinion as Exhibit 5
in the above-referenced Registration Statement.

                                    Very truly yours,

                                    /s/ PIPER & MARBURY

                                                  EXHIBIT 23.2

                   CONSENT OF INDEPENDENT ACCOUNTANTS

     We   consent  to  the  incorporation  by  reference  in  the
Registration Statement of Nucor Corporation on Form  S-8  (Senior
Officers  Incentive Stock Compensation Plan) of our report  dated
February 21, 1994, on our audits of the financial statements  and
financial statement schedules of Nucor Corporation as of December
31,  1993  and 1992, and for the years ended December  31,  1993,
1992, and 1991, which report is included in the Annual Report  on
Form 10-K.

Charlotte, North Carolina
November 29, 1994

                                  /s/ Coopers & Lybrand, L.L.P.
                                  -----------------------------
                                  Coopers & Lybrand, L.L.P.

                                                EXHIBIT 24

                        NUCOR CORPORATION
                                
                        POWER OF ATTORNEY
                                
                                
                                

      KNOW  ALL  MEN  BY THESE PRESENTS that the  undersigned,  a
Director   and/or  Officer  of  Nucor  Corporation,  a   Delaware
corporation,  hereby constitutes and appoints F. Kenneth  Iverson
and  Samuel  Siegel and each of them, the true and lawful  agents
and  attorneys-in-fact of the undersigned  with  full  power  and
authority in said agents and attorneys-in-fact, and in any one or
more  of  them,  to sign for the undersigned and in  his  name  a
Registration Statement on Form S-8, or other appropriate form, of
the  Corporation  to  be filed with the Securities  and  Exchange
Commission, Washington, D.C., under the Securities Act  of  1933,
as  amended, and any amendment or amendments to such Registration
Statement,   relating  to  issuance  of  Common  Stock   of   the
Corporation   under   its   Senior   Officers   Incentive   Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.

Dated:  November 30, 1994

            Name                                Title
                                                  
                                     President and Chief Operating
/s/ John D. Correnti                      Officer and Director
- ----------------------------                                   
John D. Correnti

                                
                                
                        NUCOR CORPORATION
                                
                        POWER OF ATTORNEY
                                
                                
                                

      KNOW  ALL  MEN  BY THESE PRESENTS that the  undersigned,  a
Director   and/or  Officer  of  Nucor  Corporation,  a   Delaware
corporation,  hereby constitutes and appoints F. Kenneth  Iverson
and  Samuel  Siegel and each of them, the true and lawful  agents
and  attorneys-in-fact of the undersigned  with  full  power  and
authority in said agents and attorneys-in-fact, and in any one or
more  of  them,  to sign for the undersigned and in  his  name  a
Registration Statement on Form S-8, or other appropriate form, of
the  Corporation  to  be filed with the Securities  and  Exchange
Commission, Washington, D.C., under the Securities Act  of  1933,
as  amended, and any amendment or amendments to such Registration
Statement,   relating  to  issuance  of  Common  Stock   of   the
Corporation   under   its   Senior   Officers   Incentive   Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.

Dated:  November 30, 1994

            Name                                Title
                                                  
                                                  
/s/ H. David Aycock                            Director
- ----------------------------
H. David Aycock

                                

                                
                        NUCOR CORPORATION
                                
                        POWER OF ATTORNEY
                                
                                
                                

      KNOW  ALL  MEN  BY THESE PRESENTS that the  undersigned,  a
Director   and/or  Officer  of  Nucor  Corporation,  a   Delaware
corporation,  hereby constitutes and appoints F. Kenneth  Iverson
and  Samuel  Siegel and each of them, the true and lawful  agents
and  attorneys-in-fact of the undersigned  with  full  power  and
authority in said agents and attorneys-in-fact, and in any one or
more  of  them,  to sign for the undersigned and in  his  name  a
Registration Statement on Form S-8, or other appropriate form, of
the  Corporation  to  be filed with the Securities  and  Exchange
Commission, Washington, D.C., under the Securities Act  of  1933,
as  amended, and any amendment or amendments to such Registration
Statement,   relating  to  issuance  of  Common  Stock   of   the
Corporation   under   its   Senior   Officers   Incentive   Stock
Compensation Plan; hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, or any one or more of them,
as herein authorized.

Dated:  November 30, 1994
 

           Name                                Title
                                                  
                                                  
/s/ James W. Cunningham                       Director
- -----------------------------
James W. Cunningham