<SUBMISSION>
<ACCESSION-NUMBER>0000950123-02-002492
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020307
<ITEMS>5
<ITEMS>7
<ITEMS>9
<FILING-DATE>20020314
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>STEEL DYNAMICS INC
<CIK>0001022671
<ASSIGNED-SIC>3312
<IRS-NUMBER>351929476
<STATE-OF-INCORPORATION>IN
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-21719
<FILM-NUMBER>02574904
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7030 POINTE INVERNESS WAY
<STREET2>SUITE 310
<CITY>FORT WAYNE
<STATE>IN
<ZIP>46804
<PHONE>2194593553
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7030 POINTE INVERNERSS WAY
<STREET2>SUITE 310
<CITY>FORT WAYNE
<STATE>IN
<ZIP>46804
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y58534e8-k.txt
<DESCRIPTION>STEEL DYNAMICS, INC
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549






                                    FORM 8-K



                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (date of earliest event reported): March 7, 2002




                              STEEL DYNAMICS, INC.

             (Exact name of registrant as specified in its charter)



          Indiana                        0-21719                 35-1929476
(State or other jurisdiction of  (Commission File Number)      (IRS Employer
incorporation or organization)                              Identification No.)



         6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804

              (Address of principal executive officers) (Zip Code)

               Registrant's telephone number, including area code:
                                  260-459-3553


          (Former name or former address, if changed since last report)
                                 Not Applicable
<PAGE>
ITEM 5.  OTHER EVENTS.

On February 5, 2002, the Registrant announced its preliminary unaudited
financial results for the three- and twelve-month periods ended December 31,
2001. However, on March 7, 2002, the Registrant reached an understanding to
settle one of the two remaining lawsuits related to its terminated Thailand
advisory transaction, which was outstanding on December 31, 2001, as described
in Item 1 ("Legal Proceedings") of Part II of Registrant's Report on Form 10-Q,
filed November 7, 2001. The Registrant expects to enter into a settlement
agreement shortly. Accordingly, Registrant is reflecting the settlement cost of
$2.3 million in excess of available insurance proceeds in its financial results
for 2001.

For the year ended December 31, 2001, the Registrant had earnings of $3.1
million. Annual sales revenue for 2001 was $607 million, on consolidated
shipments of 2.0 million tons, as compared with sales revenue of $692.6 million,
on shipments of 1.9 million tons during 2000. During the year, capital
expenditures were $90.7 million and start-up costs were $19.5 million, all
primarily related to the Registrant's structural and rail mini-mill and the Iron
Dynamics scrap substitute facility.

In the fourth quarter 2001, the Registrant experienced its first quarterly
operating loss since achieving profitability in 1996, recording a net loss of
$5.3 million. Sales for the fourth quarter 2001 were $138.5 million, on
consolidated shipments of 465,000 tons as compared with sales revenue of $152.4
million on consolidated shipments of 464,000 tons during the same period in
2000. Registrant incurred a charge of $3.4 million related to the anticipated
uncollectible accounts receivable associated with the Metals USA bankruptcy
during the fourth quarter of 2001, accounting for approximately $0.05 of
Registrant's fourth quarter loss per diluted share of $0.12. The litigation
settlement accounted for $0.03 of that loss.

Capital expenditures of $38.6 million and start-up costs of $3.1 million in the
fourth quarter were primarily related to Registrant's structural steel and rail
mini-mill.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)   EXHIBITS.

99.3 Steel Dynamics, Inc. Unaudited Consolidated Statements of Operations for
     the three- and twelve-month periods ended December 31, 2001

ITEM 9.  REGULATION FD DISCLOSURE.

Exhibit 99.3 annexed hereto is not filed but is furnished pursuant to Regulation
FD.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereto duly authorized.


                                    STEEL DYNAMICS, INC.



Date:  March 14, 2002               By: /s/ Tracy L. Shellabarger
                                        Tracy L. Shellabarger
                                        Title:  Secretary





                                       2
<PAGE>
                                INDEX TO EXHIBITS


Exhibit    Description


99.3 Steel Dynamics, Inc. Unaudited Consolidated Statements of Operations for
     the three- and twelve-month periods ended December 31, 2001





                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>3
<FILENAME>y58534ex99-3.txt
<DESCRIPTION>UNAUDITED CONSOLIDATED STATEMENTS
<TEXT>
<PAGE>
                                                                    Exhibit 99.3



                              STEEL DYNAMICS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



<TABLE>
<CAPTION>
                                                            QUARTER ENDED              YEAR ENDED
                                                             December 31               December 31
                                                       2001             2000         2001          2000
                                                             (UNAUDITED)          (UNAUDITED)

<S>                                                  <C>            <C>            <C>           <C>
NET SALES                                            $ 138,452      $ 152,449      $ 606,984     $ 692,623

COST AND EXPENSES:
     Cost of goods sold                                127,376        125,455        522,927       533,914
     Selling, general, & administrative expenses        13,333         12,341         58,132        53,306
                                                     ---------      ---------      ---------     ---------

OPERATING INCOME (LOSS)                                 (2,257)        14,653         25,925       105,403
Interest expense                                         4,271          4,877         18,480        20,199
Other (income) expense, net                              2,113           (188)         2,333           719
                                                     ---------      ---------      ---------     ---------

INCOME (LOSS) BEFORE INCOME TAXES                       (8,641)         9,964          5,112        84,485
Income taxes                                            (3,327)         2,860          1,968        30,690
                                                     ---------      ---------      ---------     ---------

NET INCOME (LOSS)                                    $  (5,314)     $   7,104      $   3,144     $  53,795
                                                     =========      =========      =========     =========

BASIC:
NET INCOME (LOSS) PER SHARE                          $   (0.12)     $    0.16      $    0.07     $    1.15
                                                     =========      =========      =========     =========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING           45,742         45,506         45,655        46,822
                                                     =========      =========      =========     =========


DILUTED:
NET INCOME (LOSS) PER SHARE                          $   (0.12)     $    0.16      $    0.07     $    1.15
                                                     =========      =========      =========     =========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING           45,886         45,627         45,853        46,974
                                                     =========      =========      =========     =========
</TABLE>
<PAGE>
                              STEEL DYNAMICS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                               ------------------------------
                                                                     2001           2000
                                                                -----------      -----------
                                                                 (UNAUDITED)
ASSETS

CURRENT ASSETS:
<S>                                                             <C>              <C>
     Cash and short-term investments                            $    78,241      $    10,184
     Accounts receivable                                             81,879          102,986
     Inventories                                                    118,368          106,745
     Deferred taxes                                                  24,600           12,854
     Other current assets                                             9,116            9,844
                                                                -----------      -----------
           TOTAL CURRENT ASSETS                                     312,204          242,613

PROPERTY, PLANT, AND EQUIPMENT, NET                                 852,061          807,322

RESTRICTED CASH                                                       3,030            3,465

OTHER ASSETS                                                         12,803           13,674
                                                                -----------      -----------
           TOTAL ASSETS                                         $ 1,180,098      $ 1,067,074
                                                                ===========      ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                           $    41,329      $    27,988
     Accrued interest                                                 4,052            5,364
     Accrued expenses                                                26,697           26,302
     Current portion of long-term debt                               68,020           17,044
     Debt expected to be refinanced long-term                       490,000               --
                                                                -----------      -----------
           TOTAL CURRENT LIABILITIES                                630,098           76,698

LONG-TERM DEBT                                                       63,891          515,476

DEFERRED TAXES                                                       62,765           52,027

MINORITY INTEREST                                                     4,769            4,089

STOCKHOLDERS' EQUITY:
     Common stock                                                       495              493
     Treasury stock, at cost                                        (46,526)         (46,526)
     Additional paid-in capital                                     337,733          335,732
     Retained earnings                                              132,229          129,085
     Other accumulated comprehensive loss                            (5,356)              --
                                                                -----------      -----------
           TOTAL STOCKHOLDERS' EQUITY                               418,575          418,784
                                                                -----------      -----------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 1,180,098      $ 1,067,074
                                                                ===========      ===========
</TABLE>




</TEXT>
</DOCUMENT>
</SUBMISSION>
