Mail Stop 7010

February 10, 2006

Via U.S. mail and facsimile

Mr. Keith E. Busse
Chief Executive Officer
Steel Dynamics, Inc.
6714 Pointe Inverness Way, Suite 200
Fort Wayne, IN 46804

Re: 	Steel Dynamics, Inc.
Registration Statement on Form S-4
Filed January 18, 2006
File No. 333-131100

Form 10-K for the year ended December 31, 2004
Filed May 4, 2005
File No. 000-21719

Form 10-Q for the quarter ended March 31, 2005
Filed May 6, 2005
File No. 000-21719

Form 10-Q for the quarter ended June 30, 2005
Filed August 5, 2005
File No. 000-21719

Form 10-Q for the quarter ended September 30, 2005
Filed November 2, 2005
File No. 000-21719

Dear Mr. Busse:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your filings in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Registration Statement on Form S-4

General

1. Please tell us how you determined that pro forma financial
information pursuant to Article 11 of Regulation S-X is not
required
for the proposed merger of Roanoke Electric Steel and Steel
Dynamics.
In doing so, please address the materiality of the transaction to
the
stockholders of each registrant separately.

Questions And Answers About the Merger, page 1
Summary of the Proxy Statement / Prospectus, page 5

2. Please relocate the Summary section so that it precedes the Q&A
section.  See Instruction 2 to Item 1001 of Regulation M-A.

3. Please revise the Summary section so that it sets forth only
the
principal terms of the proposed merger instead of summarizing the
entire filing.  It should be no longer than a couple of pages and
should be written in plain English.  See Item 1001 of Regulation
M-A.
Please also revise to eliminate information you repeat in the
Summary
section and Q&A section.  For purposes of eliminating redundancies
and
grouping like information together, please view the sections as
one
section.  We suggest you discuss the material and substantive
disclosure in the Summary section and procedural questions with
short,
clear answers in the Q&A section.

4. Please remove the assumption in the second sentence of each of
the
subsections discussing the material tax consequences of the merger
on
pages 4 and 12 since you will be receiving an opinion of tax
counsel.
Please state counsel`s opinion and identify counsel. In addition,
please comply with this comment in the first sentence of the
second
paragraph of the section entitled "Exchange of Roanoke Electric
Steel
Common Stock for..." on page 71.

Unaudited Comparative Per Share Data, page 18

5. Please provide the following equivalent pro forma per share
amounts
for Roanoke Electric Steel as required by Item 3(f) of Part I.A.
of
Form S-4:
* book value per share;
* cash dividends declared per share; and
* basic and diluted net earnings per share.

For guidance on how to arrive at these amounts, please refer to
the
Instructions provided in the Form S-4 immediately following Item
3(f).

Risk Factors, page 22

Some of Roanoke Electric Steel`s directors and executive
officers...,
page 23

6. Please delete the fourth sentence of this risk factor, as
mitigating language is not appropriate in risk factor disclosure.

Shares eligible for public sale..., page 24

7. Please expand the disclosure in the second paragraph to discuss
the
shares that will be issuable upon exercise of the options you will
issue in exchange for the Roanoke Electric Steel options.

Steel Dynamics` senior secured credit agreement..., page 26

8. Please disclose whether you are in compliance with the
restrictive
covenants as of the most recent practicable date.

Environmental regulation imposes significant costs..., page 28

9. Please quantify, to the extent practicable, the risks described
in
this risk factor.

Cautionary Statement Regarding Forward-Looking Statements, page 30

10. Please delete the statement in the fourth sentence of the last
paragraph regarding stockholders` reliance on forward-looking
statements, as this statement suggests that you do not have
responsibility under the federal securities laws for all of the
information contained in your proxy statement / prospectus.

Background of the Merger, page 37

11. We note the disclosure in the last sentence of the fourth
paragraph on page 40.  Please reconcile this disclosure with the
disclosure in the sixth and thirteenth bullet points in the
section
entitled "Roanoke Electric Steel`s Reasons for the Merger" on page
47.


Opinion of Jeffries & Company, Inc., page 51

12. Please delete the third sentence of the second paragraph, as
stockholders are entitled to rely solely on the disclosure in your
proxy statement / prospectus.

13. We note the disclosure in the second last paragraph on page
60.
Please tell us whether Roanoke Electric Steel considered other
potential financial advisors.  If so, why did Roanoke Electric
Steel
choose Jeffries & Company?

Material U.S. Federal Income Tax Considerations of the Merger,
page 70

14. We note that counsel have provided short-form tax opinions,
which
are included as Exhibits 8.1 and 8.2 to your registration
statement.
As such, the disclosure in this section must be counsel`s opinion
and
not merely a summary of the material tax consequences.  Please
revise
accordingly to state counsel`s opinion, making clear which
statements
represent counsel`s opinion.

The Merger Agreement, page 76

15. Please revise the second sentence of the first paragraph to
eliminate the qualifications regarding the summary of the merger
agreement, as stockholders are entitled to rely on the disclosure
in
your proxy statement / prospectus.  Please also comply with this
comment in the second sentence of the first paragraph of the
section
entitled "Description of Steel Dynamics Capital Stock" on page
107.

16. Please revise the third sentence of the first paragraph to
eliminate the implication that stockholders do not have rights
relating to the summary of the merger agreement in your proxy
statement / prospectus.  Please also comply with this comment in
the
second sentence of the last paragraph on page 6.

17. We note the disclosure in the third paragraph regarding the
representations and warranties in the merger agreement.  We have
the
following comments:

* Please revise to remove any potential implication that the
merger
agreement does not constitute public disclosure under the federal
securities laws.
* Please be advised that, notwithstanding your disclosure, you are
responsible for considering whether additional disclosure is
required
to make statements included in your proxy statement / prospectus
not
misleading.

18. We note that you refer to disclosure schedules delivered in
connection with the merger agreement.  Please be advised that if
the
information contained in these schedules would be material to an
investment decision and should be disclosed to make the
information in
your proxy statement / prospectus not misleading, then you must
disclose such information in your proxy statement / prospectus.

Item 21.  Exhibits, page II-2

19. With respect to Exhibit 2.1, please file a list briefly
identifying the contents of all omitted schedules or similar
supplements.  In addition, please file an agreement to furnish the
staff with a copy of any omitted schedule upon request.  The
agreement
to furnish the staff with copies of omitted schedules may be
included
in the exhibit index to your registration statement.  See Item
601(b)(2) of Regulation S-K.

Item 22. Undertakings, page II-3

20. Please revise paragraph (b) to provide the undertaking in the
form
required by Item 512(b) of Regulation S-K.

Exhibit 5.1

21. Please have counsel confirm to us that it concurs with our
understanding that the reference to the "general corporation laws
of
the State of Indiana" includes the statutory provisions and all
applicable provisions of the Indiana Constitution and any reported
judicial decisions interpreting these laws.  Please have counsel
file
this confirmation as correspondence on EDGAR.

Exhibit 8.1

22. We note the qualification set forth in clause (ii) of the
second
paragraph.  Please clarify that this qualification does not
include
the section of your proxy statement / prospectus that constitutes
the
opinion of counsel.

23. We note that counsel`s opinion set forth in clause (ii) of the
fourth paragraph is a short-form tax opinion.  Please have counsel
revise its opinion to clearly state that the discussion set forth
in
your proxy statement / prospectus in the section entitled
"Material
U.S. Federal Income Tax Consequences of the Merger" is counsel`s
opinion.

24. We note that the opinion is dated as of January 18, 2006.  We
also
note that the opinion is qualified by assumptions made as of that
date.  In this regard, we note the statement in the second
sentence of
the fifth paragraph.  Please have counsel revise the opinion to
clarify that the opinion speaks through the effective date of your
registration statement.  Counsel can do this by either revising
its
opinion or by filing another opinion dated the date of
effectiveness.
Exhibit 8.2

25. We note the qualification set forth in clause (ii) of the
second
paragraph.  Please clarify that this qualification does not
include
the section of your proxy statement / prospectus that constitutes
the
opinion of counsel.

26. We note that counsel`s opinion set forth in clause (ii) of the
fourth paragraph is a short-form tax opinion.  Please have counsel
revise its opinion to clearly state that the discussion set forth
in
your proxy statement / prospectus in the section entitled
"Material
U.S. Federal Income Tax Consequences of the Merger" is counsel`s
opinion.

27. We note that the opinion is dated as of January 18, 2006.  We
also
note that the opinion is qualified by assumptions made as of that
date.  In this regard, we note the statement in the second
sentence of
the fifth paragraph.  Please have counsel revise the opinion to
clarify that the opinion speaks through the effective date of your
registration statement.  Counsel can do this by either revising
its
opinion or by filing another opinion dated the date of
effectiveness.

Form 10-K for the year ended December 31, 2004

Item 9A. Controls and Procedures

28. We note the disclosure that disclosure controls and procedures
were effective to ensure that information required to be disclosed
by
the company (including its consolidated subsidiaries) in the
reports
we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
SEC`s
rules and forms."  This description appears to be based upon the
definition of disclosure controls and procedures set forth in Rule
13a-15(e) under the Exchange Act.  As described, however, this
description does not fully conform to the definition in that rule.

Specifically, this description does not indicate that your
disclosure
controls and procedures were effective to ensure that the
information
your company is required to disclose in the reports it files or
submits under the Exchange Act is accumulated and communicated to
your
management, including your principal executive and financial
officers,
to allow timely decisions regarding required disclosure.  Please
confirm this to us and revise accordingly in future filings.
Alternatively, you may simply state that your certifying officers
concluded on the applicable dates that your disclosure controls
and
procedures were effective.  Please also comply with this comment
in
the section entitled "Item 4. Controls and Procedures" in each of
your
Forms 10-Q for the quarters ended March 31, 2005, June 30, 2005
and
September 30, 2005.
Form 10-Q for the quarter ended March 31, 2005
Form 10-Q for the quarter ended June 30, 2005
Form 10-Q for the quarter ended September 30, 2005

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

29. We note the disclosure in the second sentence.  Please confirm
to
us that your disclosure controls and procedures were effective as
of
the end of the period covered by each report and revise
accordingly in
future filings.

Changes in Internal Controls

30. Please revise this section in future filings to disclose any
change in your internal control over financial reporting that
occurred
during the last fiscal quarter that has materially affected or is
reasonably likely to materially affect your internal control over
financial reporting.  See Item 308(c) of Regulation S-K.

*	*	*	*

      Please respond to these comments by filing an amendment to
your
registration statement and complying in future periodic reports.
You
may wish to provide us with marked copies of the amendment to
expedite
our review.  Please furnish a cover letter that is filed on EDGAR
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filings
or in response to our comments on your filings.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they
relate to the proposed public offering of the securities specified
in
the above registration statement.  We will act on the request and,
pursuant to delegated authority, grant acceleration of the
effective
date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Nudrat Salik, Staff Accountant, at (202)
551-
3692 or, in her absence, Rufus Decker, Accounting Branch Chief, at
(202) 551-3769 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3767 with any other questions.

Sincerely,



Jennifer Hardy
Legal Branch Chief


cc:	Mr. Robert S. Walters, Esq.
Barrett & McNagny LLP
215 East Berry Street
Fort Wayne, IN 46802
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Mr. Keith E. Busse
Steel Dynamics, Inc.
February 10, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE