New Jersey Steel Corp · 10-K · For 11/30/95

Filed On 2/28/96   ·   SEC File 0-15838   ·   Accession Number 812310-96-12

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         54±   263K 

Document Table of Contents

10-K
1st "Page" of 7
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


FORM 10-K           

SECURITIES AND EXCHANGE COMMISSION          
WASHINGTON, D.C.  20549           

(Mark one)                                                                      

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                      
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]                      

For the fiscal year ended      November 30, 1995                                
 -----------------------------

OR          

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                  
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]                   

For the transition period from                to                                
                ---------------    ---------------

Commission file number:  0-15838                                                

NEW JERSEY STEEL CORPORATION          
------------------------------------------------------          
(Exact name of registrant as specified in its charter)          

Delaware                              22-2137967        
--------------------------------      --------------------------------        
(State or other jurisdiction of        (IRS Employer Identification No.)        
incorporation or organization)                                                

North Crossman Road, Sayreville, New Jersey             08872                 
---------------------------------------------    --------------------           
(Address of principal executive offices)             (Zip Code)             

Registrant's telephone number, including area code:  (908) 721-6600             

Securities registered pursuant to Section 12(b) of the Act:  None               

Securities registered pursuant to Section 12(g) of the Act:                     

Common Stock, $ .01 par value           
------------------------------------------------          
(Title of Class)          

Indicate by check mark whether the Registrant (1) has filed all                 
reports required to be filed by Section 13 or 15(d) of the Securities           
Exchange Act of 1934 during the preceding 12 months (or for such                
shorter period that the Registrant was required to file such                    
reports), and (2) has been subject to such filing requirements for              
the past 90 days.                                                               

Yes [ X ]                     No [   ]              

Indicate by check mark if disclosure of delinquent filers pursuant to           
Item 405 of Regulation S-K is not contained herein, and will not be             
contained, to the best of registrant's knowledge, in definitive proxy           
or information statements incorporated by reference in Part III of              
this Form 10-K or any amendment to this Form 10-K.  [   ]                       

Aggregate market value of voting stock held by nonaffiliates:                   
$20,020,688 based on the last sales price of such common stock on               
February 14, 1996 as reported on the NASDAQ National Market System.             

Number of shares of Common Stock, par value $.01 per share,                     
outstanding at February 14, 1996:  5,920,500.                                   

DOCUMENTS INCORPORATED BY REFERENCE:  None                                      

PART I                

Item 1.  Business                                                               

General                                                                         

New Jersey Steel Corporation (the "Company") is a Delaware              
corporation which, in 1978, succeeded to the businesses of New                  
Jersey Steel and Structural Corporation, founded in 1967, Capitol               
Steel Corporation and Fireproof Products Co., Inc.  The Company                 
produces steel and steel products, principally concrete                         
reinforcing bar, used in the construction industry.  The Company                
is the largest producer of rebar in the northeastern United                     
States.  The Company owns and operates a mini-mill in Sayreville,               
New Jersey (the "Sayreville Mill"), which produces rebar and                    
related steel products, and a rebar fabrication facility located                
in Bowie, Maryland (the "Bowie Fabrication Facility"), which cuts               
and bends rebar.  In January 1996, the Company announced its                    
intention to close the fabrication operation located in                         
Bowie.                                                                          

The Sayreville Mill consists of an electric arc furnace                 
employing the "CONSTEEL" continuous scrap feed process, a                       
continuous caster, a rolling mill, a pollution control system and               
related infrastructure and support equipment.  In its production                
process, the Company's electric arc furnace melts scrap steel and               
casts the resulting molten steel into bars approximately 4-1/2                  
inches square that are cut into approximately 24-foot long bars                 
called "billets," which are then reheated and rolled into rebar                 
and, to a substantially lesser extent, other merchant bar                       
products.                                                                       

Modernization Program                                                           

In 1993, the Company began implementation of a $49 million              
modernization program to upgrade equipment, improve operating                   
efficiency and expand melt shop capacity.  In the first half of                 
1994, the Company rebuilt its melt shop and installed a new                     
production technology known as the Consteel process.  The                       
Consteel process continuously feeds steel scrap preheated by flue               
gases into the furnace through a side opening.  The Consteel                    
process specifications indicated reduced electricity usage in the               
melt process and reduced generation of dust.                                    

Other major elements of the program included a ladle furnace,           
a pollution control system, upgraded infrastructure, including                  
water and electrical distribution systems, and a new continuous                 
casting machine, which is expected to be installed during the                   
second quarter of 1996.  The Company believes that as a result of               
the modernization program it will ultimately achieve cost savings               
from reduced power and electrode consumption as well as decreased               
labor, maintenance and dust disposal costs.  In the twenty months               
since its installation, the Company has continued to experience                 
operating problems and an unacceptable level of production                      
stoppages related to the new equipment.  While the Company hopes                
to eventually achieve the full anticipated benefit from the                     
Consteel process, the experience to date has not been up to                     
expectations.                                                                   

Rebar is a bar of steel used to increase the strength of                
poured concrete.  Reinforced concrete is produced when poured                   
concrete is formed with rebar embedded in it.  Rebar is                         
manufactured with a ribbed surface which allows concrete to                     
adhere to the rebar, giving reinforced concrete the tensile                     
strength of the rebar and the compression and shear resistance of               
concrete.  Reinforced concrete is used in the construction of                   
highways, bridges, sewage and water treatment plants, buildings,                
subways, tunnels, dams and other public works.  Rebar is                        
manufactured by the Company to standard specification and ranges                
in diameter from 3/8" to 1-3/8".  The Company also produces                     
merchant bar which currently consists of rounds, squares and hand               
rail.                                                                           

The Company primarily markets rebar in the northeastern                 
United States, which includes New York, New Jersey, Pennsylvania,               
Maryland, Delaware, Washington D.C. and New England.  The Company               
is the only significant producer of rebar with a manufacturing                  
facility located in the northeastern United States.  The                        
Company's facilities are strategically located near its important               
market areas of Boston, Philadelphia, New York and Washington,                  
D.C. enabling the Company to benefit from lower transportation                  
costs in these markets as compared with competitors who must ship               
rebar longer distances to serve such markets.                                   

The Company is engaged in only one industry segment, the                
ownership and operation of a mini-mill and a fabrication                        
facility.  In January 1996, the Company announced its intention                 
to shut down its fabrication facility.                                          

Manufacturing Operations                                                        

The Sayreville Mill utilizes iron and steel scrap to produce            
rebar and a limited range of other steel products.  The                         
Sayreville Mill was built in 1971, and has been expanded and                    
upgraded continually over the years.  The Sayreville Mill                       
consists of the electric arc furnace, a continuous caster, a                    
rolling mill, a pollution control system and related                            
infrastructure and support equipment.                                           

The Company's steel production commences with the melting of            
scrap in the electric arc furnace.  The molten metal is then                    
funneled into the continuous caster from which it emerges as                    
continuous strands of steel approximately 4-1/2 inches square                   
that are cut into approximately 24 foot long billets.  The                      
billets are then reheated to approximately 2300 degrees F, and fed              
through a series of rollers which reduce their size and shape                   
them into the finished rebar or merchant bar.  These products                   
emerge from the rolling mill, are allowed to cool uniformly on                  
the cooling bed and are then cut to standard lengths.  The                      
Company on occasion has purchased small amounts of billets from                 
outside suppliers to fully utilize the capacity of the rolling                  
mill.  However, as a result of the modernization program, the                   
Company's melt shop capacity will exceed the capacity of the                    
rolling mill. In late 1995, the Company entered into two                        
contracts providing for the sale of billets to customers.  The                  
contracts provide for sales of between approximately 4,000 and                  
20,000 tons per month at prices tied to the Company's scrap                     
costs.  The Company has exercised its right to terminate one of                 
the contracts, covering up to 10,000 tons per month, which                      
termination will become effective  August 1996.  The other                      
contract runs through March 31, 1997.  Because of the nature of                 
the customers' businesses, the Company anticipates that sales                   
pursuant to these contracts will be at or below the lower end of                
the contracted range.                                                           

The Bowie Fabrication Facility cuts, bends and shapes the               
rebar and other steel products to meet customer specifications.                 
From time to time, the Company may purchase rebar for its                       
fabrication operations from outside sources.                                    

The Company spent approximately $14,634,000 in Fiscal 1995 on           
capital expenditures.  These expenditures were incurred primarily               
in connection with the melt shop modernization program.                         

Customers and Marketing                                                         

The Company's customers are primarily fabricators and steel             
service centers.  During Fiscal 1995, sales to the Company's top                
three customers accounted, respectively, for 17%, 13%, and 12% of               
the Company's net sales.  Due to the commodity nature of rebar                  
and the fact that regional demand is closely related to levels of               
activity in the construction industry, the Company does not                     
believe that the loss of any significant customer of the Company                
would have a material adverse effect on the Company.                            

Substantially all of the Company's sales are made through its           
own sales force.  The Company maintains finished products in                    
inventory based on historical patterns of usage in order to offer               
immediate shipment to customers whenever possible.  The Company                 
transports its products by common carrier, truck, rail and water                
transportation.  The Sayreville Mill is served by an on site                    
railroad siding.                                                                

The Company's normal operations are subject to a seasonal               
period of reduced sales during November through January, when                   
winter weather impacts the construction market for rebar.  To                   
partially offset such seasonal effects, the Company markets rebar               
to Caribbean markets and to the mining industry.  During the                    
winter, the Company generally operates the Sayreville Mill at                   
full capacity to build inventory, which is sold during the                      
balance of the year.  These increased inventory levels have                     
historically been funded by cash generated by operations and                    
available bank borrowings.                                                      

The commodity nature of the mill rebar market is generally              
not characteristic of a long lead time order cycle.  Orders are                 
generally filled within 45 days and are cancelable.  The Company's              
management does not believe, based upon prior experience, that                  
backlog is a significant factor in the Company's business.                      

Competition and Other Market Factors                                            

Construction Industry. Demand for the Company's principal               
product, rebar, is closely related to levels of construction                    
activity in the Company's market area.  The level of construction               
activity in the Company's market depends on a variety of economic               
and political factors, including the general level of economic                  
activity, interest rates, the availability of financing,                        
population trends and government policy.  See "Management's                     
Discussion and Analysis of Financial Condition and Results of                   
Operations".                                                                    

Competition.  The Company experiences substantial competition           
in the sale of its products from a number of domestic companies                 
in its geographic markets, including Birmingham Steel Corporation               
(Kankakee, Illinois), Florida Steel Corporation (Charlotte, North               
Carolina) and Auburn Steel Corporation (Syracuse, New York).                    
With the exception of Auburn Steel Corporation, which, although a               
rebar producer, primarily produces merchant bar, there are no                   
rebar manufacturers located in the northeastern United States                   
other than the Company.  The mini-mill steel industry currently                 
has excess production capacity, which has resulted in competitive               
product pricing and pressure on industry profit margins.  The                   
high fixed costs of operating a mini-mill encourages mill                       
operators to maintain high levels of output even during periods                 
of reduced demand, which exacerbates the pressures on profit                    
margins.  In this environment, efficient production and cost                    
controls are important to mini-mill steel producers.  Competing                 
companies in the industry may have more capital and substantially               
greater manufacturing, marketing and human resources capabilities               
and may constitute significant long-term competition.                           

Rebar.  The Company is a major seller of rebar in the                   
northeastern United States market.  Rebar and merchant bar are                  
commodity steel products, making price the primary competitive                  
factor.  Additional important competitive factors governing the                 
sale of rebar are product availability, quality and mill                        
location. Due to the high cost of freight relative to the value                 
of the Company's steel products, competition from any one non-regional          
producer is limited; and rebar deliveries are generally                         
concentrated within a 300 mile radius of a mini-mill, while                     
merchant bar deliveries are generally concentrated within a 500                 
mile radius.  Except in unusual circumstances, the customer's                   
delivery expense is limited to freight charges from the nearest                 
competitive mini-mill and any incremental freight charges must be               
absorbed by the supplier.  The rebar market is highly                           
competitive.                                                                    

Foreign Competition.  The worldwide steel industry is                   
characterized by excess mill capacity.  A number of foreign                     
governments subsidize their countries' steel production enabling                
that country's steel to be sold at prices lower than the cost of                
production.  However, domestic transportation and port costs and                
the lack of local distribution centers have limited foreign                     
producers' inroads into the Company's rebar market.  Various                    
Federal and state laws and the "Buy America" programs, prohibit                 
the use of foreign steel in publicly funded construction.  The                  
Company could be adversely affected if the Buy America programs                 
were discontinued or substantially cut back.  While the Company                 
believes that foreign competition currently does not have a                     
material adverse effect upon the Company's operations, there can                
be no assurance that this will continue to be so.                               

Domestic Overcapacity.  The domestic steel industry is                  
characterized by overcapacity.  The Company believes, however,                  
that its geographic location, production costs, and the low                     
selling price of rebar relative to other steel products insulate                
it, to a certain extent, from the competitive effects of this                   
overcapacity.                                                                   

Seasonality.  The Company's normal operations are subject to            
a seasonal period of reduced sales during November through                      
January, when winter weather impacts the construction market for                
rebar.  To partially offset such seasonal effects, the Company                  
markets rebar to Caribbean markets and to the mining industry.                  
During the winter, the Company generally operates the Sayreville                
Mill at full capacity to build inventory, which is sold during                  
the balance of the year.                                                        

Backlog.  The commodity nature of the mill rebar market is              
generally not characteristic of a long lead time order cycle.                   
Orders are generally filled within 45 days and are cancelable.                  
The Company does not believe backlog is a significant factor in                 
its business.                                                                   

Raw Materials                                                                   

The principal raw material used in the Company's mini-mill is           
scrap steel derived from, among other sources, junked                           
automobiles, machines, railroad cars and track materials, and                   
demolition scrap from bridges and other obsolete structures.  The               
purchase of scrap steel is highly competitive and its price is                  
subject to market conditions largely beyond the control of the                  
Company.  Fluctuations in the supply and demand for scrap may                   
result in increased prices and production costs.  Prior to the                  
Consteel process, the Company had historically maintained up to                 
40 days of scrap inventory on hand. Concurrent with the                         
installation of the Consteel process, the Company has reduced its               
scrap inventory levels and will maintain up to approximately 20                 
days of scrap on hand.                                                          

The Company purchases scrap through outside brokers,                    
principally Tube City Iron and Metal Company, through which the                 
Company purchased approximately 98% of its total scrap purchases                
in fiscal 1995.  The Company believes that adequate sources of                  
the scrap and other raw materials it uses are readily available.                

The Company uses various other materials in producing its               
steel.  All of the Company's raw materials are available from a                 
number of sources.                                                              

The Company's manufacturing processes consume large amounts             
of electricity provided by Jersey Central Power & Light Company,                
a subsidiary of General Public Utilities, under a contract which                
allows the Company to purchase its electricity at a reduced cost                
in return for the utility's right to periodically interrupt                     
service.  The number and duration of the service interruptions                  
are contractually limited.  The Company believes that the savings               
in the cost of electricity more than offsets any production which               
might be lost as a result of such interruptions.                                

Employees                                                                       

As of November 30, 1995, the Company employed 332 people,               
none of whom are parties to collective bargaining agreements with               
the Company.                                                                    

Environmental and Regulatory Matters                                            

The Company's mill is classified, in the same manner as                 
similar steel mills in the industry, as generating hazardous                    
waste due to the production of dust that contains lead, cadmium                 
and chromium.  The Company collects the dust resulting from its                 
melting operation through an emissions control system and disposes of           
it through a waste recycling firm.                                              

In September 1994, the New Jersey Department of Environmental           
Protection (the "NJDEP") issued a "Permit to Construct, Install                 
or Alter Control Apparatus or Equipment" and "Temporary                         
Certificate to Operate Control Apparatus or Equipment" and                      
"Prevention of Significant Deterioration Permit" (the "Permit")                 
to the Company.  The Permit authorizes the Company to complete                  
the modernization of the Sayreville Mill, contains a temporary                  
operating permit and directs that the testing required for                      
issuance for a five-year certificate to operate be performed by                 
March 8, 1996.  A Continuous Emissions Monitoring System ("CEMS")               
has been installed and is in operation at the plant as part of                  
the melt shop modernization program.  The permitted emissions                   
levels contained in the Permit were based, among other things, on               
the Consteel system manufacturer's claims regarding performance                 
of the system.  As a result, the Company believed that, following               
the melt shop modernization, the Company's emissions would comply               
with the emissions standards contained in the Permit.  However,                 
as a result of the failure to date of the Consteel system to                    
perform to expectations, the Sayreville Mill is emitting at least               
two criteria air pollutants at levels in excess of those                        
contained in the Permit.  The Company believes that it will be                  
required to apply to the NJDEP for a modification to its permit                 
to increase the permitted levels of such criteria air pollutants.               
Until such time as a new permit is issued, the Company may be in                
technical violation of its permitted emissions levels and, as a                 
consequence, subject to fines and penalties the amounts of which                
are subject to the discretion of the NJDEP.  The Company believes               
the ultimate outcome of this matter will not have a material                    
adverse effect on the Company's financial position or results of                
operations.                                                                     

Other than the foregoing, management believes the Company is            
in compliance in all material respects with applicable                          
environmental requirements.  Management does not anticipate any                 
substantial increase in its costs for environmental remediation                 
or that such costs will have adverse effect on the Company's                    
competitive position, operations or results.                                    

The Company has been notified that the Trial Lawyers for                
Public Justice, P.C., on behalf of the Natural Resources Defense                
Council and the Public Interest Research Group of New Jersey,                   
intends to bring an action against the Company alleging that the                
air emissions from the Company's electric arc furnace violated                  
and continue to violate Section 304(a) and (f) of the Clean Air                 
Act (42 U.S.C. ss 7604 et seq.).  This claim, if made, would                    
relate to the excess emissions of the criteria air pollutants                   
referred to above.                                                              

On June 7, 1994, the United States Environmental Protection             
Agency (the "USEPA") issued a Notice of Violation ("NOV") to the                
Company (IN THE MATTER OF NEW JERSEY STEEL CORPORATION, Index No.               
A-94-131, United States Environmental protection Agency, Region                 
II) claiming violation of the New Jersey State Implementation                   
Plan because a "major modification" was commenced without a                     
required permit from NJDEP.  That permit was issued by the NJDEP                
on September 7, 1994.  Since the Company acted in accordance with               
an understanding with the NJDEP, it believes that no violation of               
the New Jersey State Implementation Plan occurred.  There have                  
been no further proceedings under the NOV, although there can be                
no assurances that USEPA will not assess penalties resulting from               
the NOV.  The Company believes that the ultimate outcome of this                
matter will not have a material adverse effect on the Company's financial       
position or results of operations.                                              

Total expenditures incurred by the Company in Fiscal 1995 in            
relation to environmental matters was approximately $0.9 million.               

Power Contract                                                                  

On September 22, 1992, the State of New Jersey Board of                 
Regulatory Commissioners approved a revised tariff for electrical               
service provided by the Company's electric utility, Jersey                      
Central Power & Light, which decreased the rate charged for                     
service to the Sayreville Mill.  A portion of the power savings                 
became effective September 25, 1992.  The balance of the revised                
tariff was implemented, retroactive to April 1, 1994, upon the                  
Company's having met the $25 million minimum capital spending                   
threshold required by the tariff.                                               

Item 2.  Properties                                                             

The Company owns approximately 116.5 acres of real estate in            
Sayreville, New Jersey, upon which are located its steel mill,                  
its executive offices, epoxy plant, training, storage and repair                
facilities.  The Company owns approximately 8.5 acres in Bowie,                 
Maryland, on which its fabrication facility is located.  The                    
Company also owns 27 acres in Keasbey, New Jersey, which has                    
buildings and dock facilities.  The Sayreville property is                      
generally fully utilized and is suitable for its use in the                     
Company's business.  In December 1995, the Company's board of                   
directors approved the closure of the Company's fabrication                     
operations located in Bowie. The Company intends to sell the                    
property.                                                                       

The Company rents out a portion of the Keasbey property and             
receives rental income.  The rental income declined in 1994 and                 
1995.  This decline was a result of the bankruptcy of the                       
property's largest tenant, AJ Ross Logistics, Inc., in November                 
1993, causing an inability on the part of the Company to re-lease               
the property during the bankruptcy proceeding.  The October 1994                
agreement with International Metals Acquisition Corporation                     
("IMAC") regarding the sale of the Company to IMAC limited the                  
leasing options of the Company.  IMAC, a leveraged buyer,                       
intended to sell the Keasbey property and did not want the                      
property encumbered with a long-term lease.  That agreement was                 
terminated in February 1995.  Except for the dock facility, the                 
Keasbey property is not utilized in the Company's business.  The                
Company is currently seeking tenants and exploring options for                  
the sale of the property.                                                       

The following table lists the Company's real property and               
production facilities all of which are owned by the Company:                    

                                          Square
Facility           Utilization                            Footage               
--------           -----------                            -------               

Sayreville, NJ     Administrative                                               
    and Sales Offices                        8,000

    Steel Mill                             235,000

Epoxy Coating Line                        
    and Training Center                     30,000

Bowie, MD          Fabrication Shop                        18,000               
    Office                                   3,000

Keasbey, NJ        Buildings and Dock                                           
    Facilities                              94,000

All of the Company's real property is owned free of any                 
material encumbrances.                                                          

Item 3.  Legal Proceedings; Other Matters                                       

The Company and Von Roll Holding Ltd. ("Von Roll") are                  
defendants in an action entitled GARY LUTIN v. NEW JERSEY STEEL                 
CORPORATION, VON ROLL LTD., a/k/a VON ROLL A.G., AND UNKNOWN                    
PARTIES 1-10, currently pending in the United States District                   
Court for the Southern District of New York (Case No. 93 CIV.                   
6612).  The action was originally brought against Excel Mining                  
Systems, Inc., Bruce A. Cassidy and Frederick B. Munson and                     
involved allegations that the defendants had conspired to destroy               
the mine roof bolt business of Advanced Mining Systems, Inc.  The               
original complaint sought damages in excess of $12,000,000.  In                 
1992, the Company and Von Roll were added as additional parties.                
The action was subsequently removed to federal court and                        
transferred to the Southern District of New York.  A motion to                  
dismiss the Company and Von Roll has been pending, undecided, for               
several years.  In 1994, in connection with the settlement of an                
unrelated action, the original defendants were dropped as                       
defendants in this action.  In June 1995, the plaintiff moved to                
serve an amended complaint which restated the claims from the                   
original action as claims under the federal RICO statute and                    
related state laws, and to add various officers and directors of                
the Company as defendants.  This motion is currently pending.                   
Shortly thereafter, plaintiff filed a new action in the United                  
States District Court for the Southern District of New York                     
against the Company, Von Roll and various directors and officers                
of the Company, entitled GARY LUTIN v. NEW JERSEY STEEL                         
CORPORATION, VON ROLL LTD. a/k/a VON ROLL A.G., WALTER H. BEEBE,                
HEINZ FRECH, H. GEORG HAHNLOSER, HARVEY L. KARP., ROBERT J.                     
PASQUARELLI, THOMAS W. JACKSON, PAUL ROIK AND UNKNOWN PARTIES 10-19 (Case No.   
95 CIV 4965).  This action is based on the same facts and seeks unspecified     
damages which plaintiff claims to be in excess of $50,000,000.                  
The Company has made a motion for an order dismissing the complaint             
and for summary judgment in the new action.  The Company believes,              
based on the advice of its legal counsel, that plaintiff's claims are           
without merit.                                                                  

In March 1994, Novo-Plez SA ("NOVO") and NASCO Brokers, Inc.            
("NASCO") (Novo and NASCO, collectively the "Claimants"), steel                 
brokers, commenced an arbitration against the Company in the                    
International Court of Arbitration of the International Chamber                 
of Commerce (the "Swiss Arbitration").  The Claimants seek                      
$721,000 in damages for steel purchased from the Company which                  
the Claimants assert was of inferior quality.  Claimants have                   
reserved the right to assert a claim for an additional $8,700,000               
in incidental and consequential damages.  The Company filed an                  
answer to the petition on May 2, 1994, in which it stated that                  
the steel billets fully conformed to the specifications provided                
for in the contracts.  All arbitration hearings have been                       
completed and the parties are awaiting the decision of the                      
arbitrator.  While arbitration always involves risk, based on the               
advice of legal counsel, management believes that the Company                   
will prevail in a successful defense against these claims.                      

Egyptian Metals Company ("EMC"), the customer of the                    
Claimants in the Swiss Arbitration, and its broker have attempted               
to pursue a related claim before the "Tribunal de Commerce" in                  
Paris, France (the "Paris Action"), alleging that the Company was               
liable to it for the sale of the defective billets.  EMC claimed                
damages of $2,121,000 and an additional claim for payment of                    
FF100,000 under the French Code of Civil Procedure.  Management                 
believes that the Company is not liable to EMC for any damages.                 
The Company has not entered an appearance in the Paris Action as,               
based upon the advice of legal counsel, management believes that                
the French court is without jurisdiction over the Company and                   
that the litigation will ultimately be dismissed or, if judgment                
is in fact entered, the Company will have meritorious defenses against          
the enforceability of the judgement.                                            

In February 1995, EMC commenced an action against the                   
Company, Novo and NASCO in the United States District Court for                 
the District of New Jersey (Case No. CIV. 95 823 (DRD)) based on                
the same transactions as the Paris Action and the Swiss                         
Arbitration seeking damages against the three defendants                        
individually in the amount of $5,050,000. Novo and NASCO were                   
dismissed as defendants by stipulation in August 1995.  The                     
action is in the early discovery stages.  The Company believes,                 
based on advice of counsel, that the Company will ultimately                    
prevail in the defense of these claims.                                         

In November 1993, AJ Ross Logistics, Inc. ("AJ Ross") filed a           
petition under Chapter 11 of the United States Bankruptcy Code.                 
AJ Ross was a significant customer of the Company and the Company               
received in excess of $5.6 million in payments on trade                         
receivables from AJ Ross in the year immediately preceding the                  
filing of the Chapter 11 petition.  The AJ Ross case has been                   
converted to Chapter 7 and the Trustee in bankruptcy is seeking                 
$87,000 from the Company on the grounds that such portion of the                
$5.6 million in payments constituted a voidable preference under                
the Bankruptcy Code.  The Company is contesting the Trustee's                   
claim and the matter is under negotiation.                                      

In a letter dated July 7, 1994, the staff of the Securities             
and Exchange Commission informed the Company that it is                         
conducting a private inquiry into whether there have been                       
violations of the federal securities laws.  The staff requested                 
that the Company provide it with all documents concerning its                   
investments in AJ Ross and the modernization program.  The staff                
letter states that its request for documents should not be                      
construed as an indication by the Commission or its staff that                  
any violations of law have occurred, nor should it be considered                
a reflection upon any person, entity or security.  The Company is               
cooperating with the staff and, in August 1994, provided the                    
requested documents.  There have been no further developments in                
this matter since August of 1994.  See "Certain Relationships and               
Related Transactions."                                                          

From time to time the Company is involved in litigation                 
relating to claims arising out of its operations in the normal                  
course of business.  Such claims against the Company are                        
generally covered by insurance.  There can be no assurance that                 
insurance, including product liability insurance, will be                       
available in the future at reasonable rates.                                    

Item 4.  Submission of Matter to a                                              
Vote of Security Holders                                      

Not applicable.                                                         

PART II               

Item 5.  Market for Registrant's Common Equity                                  
and Related Stockholder Matters                               

The Company's Common Stock is traded on the NASDAQ National             
Market System under the symbol NJST.  On February 8, 1996, there                
were approximately 1,521 holders of record of the Company's                     
Common Stock.  The Company is not currently paying dividends and                
has not paid cash dividends since 1991.  The Company periodically               
reviews reinstating the cash dividend but it has no present                     
intention to do so.  The range of high and low closing sale                     
prices of the Common Stock for the last two fiscal years by                     
quarter is presented below:                                                     

                                                                · Download Table

           FIRST         SECOND          THIRD        FOURTH     
        HIGH   LOW    HIGH    LOW     HIGH   LOW    HIGH    LOW  
                                                                 
FISCAL                                                           
 1995   14-3/4 12-5/8 12-3/4  11-3/4  12-1/4  9-3/4 10-1/2  9-1/4

FISCAL                                                           
 1994   19-1/4 14-1/2 19-1/4  16-3/4  17-3/4 15-1/2 17-1/2 15-1/2

Item 6.  Selected Financial Data.                                               

The selected financial data shown below for the five year               
period ended November 30, 1995 should be read in conjunction with               
the Consolidated Financial Statements and related Notes thereto                 
which are included elsewhere in this Report.                                    

                                                                · Download Table

                                         Year Ended November 30         
                          1995       1994      1993      1992       1991

                          (Dollars In thousands, except per share data) 
                                                                        
STATEMENT OF OPERATIONS                                                 
  DATA                                                                  
Net Sales              $137,236  $137,755  $119,462  $111,746   $120,059
Gross profit              7,983     9,022     7,129     7,159      1,191
Earnings (loss)                                                         
 before                                                                 
 extraordinary                                                          
 credit and                                                             
 cumulative                                                             
 effect of                                                              
 change in                                                              
 accounting                                                             
 for income taxes           705     2,599    (3,702)     697     (3,868)
Net earnings (loss)(1)      705     2,599     1,198    2,064     (3,868)

PER SHARE DATA (2)                                                      
Earnings (loss)                                                         
 before                                                                 
 extraordinary                                                          
 credit and                                                             
 cumulative effect                                                      
 of change in                                                           
 accounting                                                             
 for income taxes          $.12      $.44    $(.63)     $.12     $(.66) 
Net earnings (loss)        $.12       .44      .20       .35      (.66) 
Cash dividends declared       -         -        -         -       .45  

BALANCE SHEET DATA                                                      
Working capital         $ 3,030   $ 3,656  $ 18,126 $ 34,249  $ 32,430  
Total assets            146,243   136,236   113,306  105,515   100,092  
Long-term debt (incl-                                                   
uding current portion)   19,400    10,536         -        -         -  
Total stockholders'                                                     
 equity                  90,321    89,450    86,623   85,425    83,310  

------------------                                                      
<F1>                                                                    
(1) The Company adopted the provisions of Statement of Financial        
    Accounting Standards No. 109 "Accounting for Income Taxes"          
    effective December 1, 1992.  The cumulative effect of this          
    change in accounting for income taxes was a credit of $4,900        
    in fiscal 1993.                                                     

<F2>                                                                    
(2) The weighted average number of shares of common stock and           
    common stock equivalents where applicable is approximately          
    5,903,000, 5,883,000, 5,874,000, 5,868,000 and 5,858,000            
    shares for the years ended November 30, 1995, 1994, 1993,           
    1992, and 1991, respectively.                                       
[/FN]                                                                   

Item 7.  Management's Discussion and Analysis of                        
         Financial Condition and Results of Operations                  

General                                                                 

    The steel industry is cyclical in nature.  The Company's sales      
are primarily derived from products sold to the construction            
industry, which also has been cyclical and directly affected by,        
among other things, the level of consumer confidence and                
prevailing economic conditions.                                         

    Substantially all of the Company's revenues are comprised of        
rebar sales.  Rebar is a commodity the price of which is                
determined by supply and demand.  Supply, i.e., rebar production        
capacity, is fairly constant.  Demand is determined, in large           
part, by levels of activity in the construction industry.  The          
principal variable in production costs is the cost of scrap steel.      
Scrap is also a commodity the price of which is determined by           
supply and demand.  Scrap supply is fairly constant and demand for      
scrap is influenced by the level of activity in the worldwide           
steel industry. In conjunction with the modernization program, the      
Company also negotiated a reduced long-term electricity tariff          
with its electricity supplier and power rates are expected to           
remain fairly stable in the foreseeable future.                         

    Scrap steel is the principal raw material used in the               
Company's products and accounted for approximately 44% of the           
Company's total cost of product sold in fiscal 1995.  Scrap             
demand, and therefore scrap prices, are affected by cyclical,           
seasonal and other market factors.  These fluctuations in scrap         
prices affect the Company's revenues, costs and earnings.               

    The Company began the modernization program in 1993 designed        
to increase its melt shop capacity and reduce operating costs.          
The major elements of the modernization program include upgrading       
equipment, the installation of a new production technology known        
as the Consteel process and a new continuous casting machine.           
Each of the elements of the modernization program have been             
completed with the exception of the installation of a new               
continuous casting machine, which is scheduled to be installed in       
the second quarter of fiscal 1996.                                      

    Management believes that the combination of the electric rate       
reductions and the installation of the Consteel process will            
result in reduced power costs per ton of steel.  The                    
manufacturer's specifications for the Consteel process indicate a       
reduction in power consumption (at production levels of 90 tons         
per hour, the anticipated normal production level).  In addition,       
the manufacturer's specifications for the Consteel process              
indicate a reduction in electrode usage.  The Company also expects      
its maintenance costs, dust disposal costs, and other materials         
costs to be reduced.  Management believes that the aggregate of         
these savings, assuming the Consteel process performs up to             
expectations, should be approximately $25.00 per ton of steel           
produced as compared to 1992 levels.  However, the Company has not      
yet achieved consistent production levels of 90 tons per hour           
using the Consteel process.  Production levels for fiscal 1995          
averaged approximately 79 tons per hour.  Until such time as the        
Company is able to realize production levels of around 90 tons per      
hour, it will not fully achieve the cost savings anticipated from       
the installation of the Consteel process, and may, depending on         
the actual production levels achieved, suffer an adverse impact on      
profitability.                                                          

    The Company is not aware of any material remediation                
contingencies associated with the real estate or industrial             
facilities owned and operated by it.  The Sayreville Mill operates      
pursuant to permits issued by various regulatory agencies,              
including the NJDEP.  Should the respective regulatory agencies         
impose substantially more restrictive operating conditions on           
renewal of the permits, the Company's operations could be               
substantially and adversely affected.  See "Business -                  
Environmental and Regulatory Matters".                                  

Results of Operations                                                   

    The following table sets forth for the periods indicated the        
relative percentages selected items in the Consolidated Statements      
of Operations bear to net sales:                                        

                                                                · Download Table
                                     Year Ended November 30,             
                                  1995            1994              1993 
                                                                         
Net Sales                          100%            100%              100%
Gross Profit                       5.8             6.5               6.0 

Selling, General &                                                       
 Administrative Expenses           5.2             5.0               9.8 

Other (Expense) Income            (0.4)            0.4               0.7 

Earnings (Loss) Before Equity                                            
 in Operations of Investee and                                           
 Cumulative Effect of Change in                                          
 Accounting for Income Taxes        .2             1.9             (3.1) 

Equity in Operations of Investee    .3              --               --  

Earnings (Loss) Before Cumulative                                        
 Effect of Change in Accounting                                          
 for Income Taxes                   .5             1.9            (3.1)  

Cumulative Effect of Change in                                           
 Accounting for Income Taxes        --              --             4.1   

Net Earnings                        .5             1.9             1.0   


Year ended November 30, 1995 compared                                           
to the year ended November 30, 1994                                             

Net sales for the fiscal year ended November 30, 1995,                
remained flat at $137,236,000 as compared to $137,755,000 for the               
1994 fiscal year, reflecting a 2% decline in shipment levels and                
a small increase in selling prices.  Annual shipment levels for                 
fiscal 1995 were 439,000 tons, as compared to 446,000 tons in                   
fiscal 1994.  While rebar prices remained flat year to year,                    
overall pricing edged up slightly because of higher epoxy pricing               
and a higher mix of merchant bar.  Rebar pricing remained strong                
during the first half of fiscal 1995, but experienced a deep                    
decline during the second half of the year.  This decline                       
reflected aggressive price discounting by mills in response to                  
high inventory levels at both mill and customer locations.                      
Overall average selling prices rose to $313 per ton in fiscal                   
1995 from $309 per ton in fiscal 1994.                                          

Gross profit margin decreased to 5.8% in the 1995 fiscal              
year from 6.5% in 1994. The decrease in gross profit margins in                 
1995 resulted from higher average scrap costs, higher other                     
material costs and higher depreciation charges.  Average scrap                  
costs increased to $113 per ton in fiscal 1995 from $104 per ton                
in fiscal 1994.  These negative factors were partially offset by                
the benefit of slightly higher selling prices in 1995.                          

Selling, general and administrative expense increased                 
$168,000 to $7,165,000 in fiscal 1995 from $6,997,000 in 1994.                  
This increase in 1995 was primarily the result of increased legal               
and consulting fees which were offset by decreases in other                     
various expense categories.                                                     

Total other income (expense) for the 1995 fiscal year                 
decreased $1,152,000 to $578,000 of expense from $574,000 of                    
income in fiscal 1994.  This was primarily the result of an                     
increase in interest expense of $676,000 and a decrease in rental               
income of $380,000.                                                             

The Company's equity in operations of investee contributed            
$465,000 to earnings for the 1995 fiscal year.                                  

Year ended November 30, 1994 compared                                           
to the year ended November 30, 1993                                             

Net Sales for the fiscal year ended November 30, 1994                   
increased 15% to $137,755,000 as compared to $119,462,000 for the               
fiscal year ended November 30, 1993 primarily as a result of                    
higher rebar selling prices.  Annual shipment levels for fiscal                 
1994 were 446,000 tons, consistent with fiscal 1993 shipment                    
levels of 451,000 tons.  An increase in shipments to local                      
domestic rebar markets, along with several rebar price increases                
in 1994 enabled the Company to show a strong improvement in its                 
average selling prices, which increased to $309 per ton in fiscal               
1994 from $265 in fiscal 1993.                                                  

Gross profit margin increased to 6.5% in the 1994 fiscal year           
from 6.0% in 1993.  This was primarily a result of a 16.6%                      
increase in average selling prices partially offset by average                  
scrap costs increasing 14.3% from $91 per ton in fiscal 1993 to                 
$104 per ton in fiscal 1994.  Additionally, although the Company                
showed continued improvement in its melt shop operations during                 
the third and fourth quarters of 1994, operating performance and                
costs in 1994 were negatively impacted while the melt shop                      
continued to work through problems associated with the                          
integration of new equipment and the implementation of the new                  
Consteel melting process.  As a result, 1994 operating costs were               
higher than 1993.                                                               

Selling, general and administrative expense decreased                   
$4,730,000 in 1994 to $6,997,000 from $11,727,000 in 1993.  This                
was primarily a result of a $5,159,000 charge to earnings in                    
fiscal 1993 to reflect the write-off of trade receivables                       
relating to the bankruptcy of one of its customers, offset by                   
increased professional fees related to the terminated merger                    
agreement, increased bank fees related to the Company's                         
borrowings and increases in various sales department expenses.                  

Total other income (expense) for the 1994 fiscal year,                  
decreased $322,000 to $574,000 in fiscal 1994 from $896,000 in                  
fiscal 1993.  This was primarily a result of a decrease in                      
interest and rental income of $168,000 and $331,000, respectively               
from fiscal 1993.  This decrease was partially offset by the lack               
of any other non-operating income or expenses in fiscal 1994.                   
Also in fiscal 1993, other income (expense) included a gain on an               
insurance settlement and expenses incurred in connection with the               
Company's option to purchase property in Pennsylvania which                     
expired in 1993.                                                                

The Company adopted the Financial Accounting Standards                  
Board's Statement No. 109 effective December 1, 1992.  The                      
cumulative effect of this change in accounting for income taxes                 
had a favorable impact of $4,900,000 on 1993 earnings and was                   
reported separately in the consolidated statement of operations                 
for the year ended November 30, 1993.                                           

Liquidity and Capital Resources                                                 

As of November 30, 1995, the Company had cash and cash                  
equivalents of $61,000 and total outstanding indebtedness of                    
$11.9 million under a bank revolving credit facility with a                     
current maximum of $17,500,000.  The credit facility is secured                 
by accounts receivable and inventory and expires in April 1997.                 
The Company also has a five year term loan in the amount of                     
$7,500,000 with a maturity date of December 31, 2000.  Principal                
payments under the term loan are due in quarterly installments of               
$375,000 beginning March 31, 1996.  The Company's debt policy                   
from its initial public offering in 1987 through 1993 was to                    
minimize borrowings.  Consequently, during this period, the                     
Company carried no debt and additionally, did not require any                   
equity offerings.  The Company's need to borrow began in Fiscal                 
1994 in order to finance the modernization program.  Until it                   
began conserving cash in 1991 in anticipation of the                            
modernization program, the Company's liquidity needs were met                   
from cash flows generated by operations.  A portion of the                      
Company's excess cash flow was distributed to stockholders as                   
dividends through 1991.                                                         

The year ended November 30, 1995 reflects reduced liquidity             
as compared to earlier periods.  This is primarily a result of                  
utilizing cash on hand, cash generated by operations, and                       
borrowings for the funding of capital expenditures                              
primarily related to the modernization program.  Capital                        
expenditures during Fiscal 1995, 1994 and 1993 were $14,634,000,                
$32,891,000 and $17,759,000, respectively. In fiscal 1996, the                  
Company expects capital expenditures to decline and believes that               
cash generated by operations and bank borrowings will be adequate               
to meet the anticipated liquidity needs of its business.                        

Net cash provided by operating activities decreased                     
$14,600,000 to $5,328,000 in fiscal 1995 as compared to                         
$19,928,000 in 1994 primarily as a result of lower net earnings,                
and the fact that 1994 cash flows reflected a $7,200,000 decrease               
in inventories, as compared to November 30, 1993. A planned build               
up of billet inventories in 1993 contributed to the large decrease              
in inventories in 1994.  Also contributing to the decrease                      
in cash flows provided by operating activities in 1995 is an                    
increase in net receivables of $1,229,000 at November 30, 1995                  
as compared to 1994.  As a result, working capital in 1995                      
decreased by $626,000. Borrowings under long-term arrangements                  
mitigated the working capital decrease.                                         

Net cash used in investing activities decreased $18,257,000             
to $14,634,000 in fiscal 1995, as compared to $32,891,000 in                    
fiscal 1994, reflecting a decrease in capital expenditures.                     
Capital expenditures in fiscal 1993 were $17,759,000. Capital                   
expenditures for fiscal 1996 are expected to be approximately                   
$7,500,000, primarily for the completion of the modernization                   
project.  There were no significant cash flows from investing                   
activities other than capital expenditures in fiscal 1995, 1994                 
and 1993.                                                                       

There were no significant cash flows from financing                     
activities in fiscal 1993.  In fiscal 1994, cash flows from                     
financing activities increased to $10,764,000 and in fiscal 1995,               
cash flows from financing activities decreased $1,734,000 to                    
$9,030,000 primarily from the Company's bank borrowings to fund                 
the modernization program.                                                      

Recently Issued Accounting Standards                                            

The Company has not adopted Statement of Financial Accounting           
Standards No. 121, "Accounting for the Impairment of Long-lived                 
Assets and for Long-lived Assets to Be Disposed Of" (SFAS 121).                 
SFAS 121 was issued in March 1995 and is effective for fiscal                   
years beginning after December 15, 1995.  The Company believes                  
that the adoption of this accounting standard will not have a                   
material effect on the Company's consolidated financial position                
or results of operations based on current results of operations,                
and management's opinion that the current fair value of its real                
estate investment exceeds the net carrying value of such real                   
estate.  The Company has not adopted Statement of Financial                     
Accounting Standards No. 123, "Accounting for Stock-based                       
Compensation" (SFAS 123).  SFAS 123 was issued in October 1995                  
and is effective for financial statements for fiscal years that                 
begin after December 15, 1995.  When adopted, certain disclosures               
are required for fiscal years that begin after December 15, 1994.               
SFAS 123 allows for alternative methods of accounting for stock-based           
compensation arrangements with employees.  The Company                          
currently is undecided as to what method of adoption it will                    
utilize.                                                                        

Environmental                                                                   

The Company's mill is classified, in the same manner as                 
similar steel mills in the industry, as generating hazardous                    
waste due to the production of dust that contains lead, cadmium                 
and chromium. See "Business - Environmental and Regulatory                      
Matters" above.                                                                 

Future Trends Commentary                                                        

While the Company has not yet fully realized all the                    
anticipated savings from its modernization program, the Company                 
believes these savings are achievable.  Much of the Company's                   
future profitability improvement will depend on the timing of                   
achieving such savings and on the spread between scrap prices and               
the Company's selling prices.  The Company's ability to pass                    
through scrap cost increases in its selling prices will be an                   
important element in any improvement in the Company's future                    
profitability.                                                                  

Net Operating Loss Carryforwards                                                

At November 30, 1995 the Company had net operating loss                 
carryforwards for Federal income tax purposes of $33,285,000,                   
which expire in the years 1997-2009.                                            

Management believes that it is more likely than not that                
certain of its NOL carryforwards will be utilized prior to their                
expiration.  This belief is based upon the factors discussed                    
in the following paragraph.                                                     

In 1994, the Company continued and completed a major portion            
of its modernization program which included a new technology for                
making steel called the Consteel process.  While to date the                    
Company has not achieved all anticipated efficiencies and savings               
with the new process, management is working with the new process                
in order to maximize efficiencies and achieve previously                        
anticipated cost savings.  Additionally, because of billet sales                
opportunities, the Company expects to increase its sale of                      
billets which will enable the melt shop to operate at higher                    
production rates and reduced costs.  Also, the Company operates                 
in a highly cyclical industry and consequently has a history of                 
generating and subsequently utilizing significant amounts of NOL                
carryforwards.                                                                  

The Tax Reform Act of 1986 contains provisions materially               
limiting the use, INTER ALIA, of net operating loss carryforwards               
after an "ownership change" (as defined).  In general, an                       
ownership change will occur only if there has been a change in                  
the stock ownership of a corporation of more than 50 percentage                 
points during a three-year "testing period", generally the three-year           
period preceding the date of the change in stock ownership                      
in question.  Transactions involving stockholders individually                  
holding less than 5% of the voting stock generally are not taken                
into account, however, in determining whether there has been such               
a change.  Transactions which may result in an ownership change                 
can arise in any number of ways including sales or other                        
transfers by existing stockholders, new issuances of shares,                    
issuance of options, and redemptions.  See Item 12 "Security                    
Ownership of Certain Beneficial Owners and Management."                         

There can be no assurance that future transactions involving            
shares of stock in the Company including, without limitation,                   
issuances of certain types of preferred stock, will not result in               
a more than 50 percentage point ownership change within the                     
meaning of the Internal Revenue Code which might therefore result               
in a material curtailment of the ability of the Company to avail                
itself of its net operating loss carryforwards.                                 

Item 8.  Financial Statements and Supplementary Data                            

See Index on Page F-1.                                                  
--------------------------------------------------------------------------------

10-K
2nd "Page" of 7
TOC
1st
Previous
Next
Bottom
Just 2nd

NEW JERSEY STEEL CORPORATION AND SUBSIDIARY                                     
Index to Consolidated Financial Statements and Schedule                         
                                                    Page
                                                    Number
                                                    ------

Independent Auditors' Report                                     F-2            

Consolidated Financial Statements:                                              
Consolidated Balance Sheets - November 30, 1995               
and 1994                                               F-3  
Consolidated Statements of Operations - Years ended           
November 30, 1995, 1994 and 1993                       F-4  
Consolidated Statements of Stockholders' Equity -             
Years ended November 30, 1995, 1994 and 1993           F-5  
Consolidated Statements of Cash Flows - Years ended           
November 30, 1995, 1994 and 1993                       F-6  
Notes to Consolidated Financial Statements              F-7   

Schedule - Years ended November 30, 1995, 1994 and 1993:                        
II - Valuation and Qualifying Accounts                        

Schedules other than that listed above are omitted as the                       
required information is either not applicable or is included in                 
the consolidated financial statements or notes thereto.                         

F-1                                                                             
--------------------------------------------------------------------------------

10-K
3rd "Page" of 7
TOC
1st
Previous
Next
Bottom
Just 3rd

Independent Auditors' Report                                                    

The Board of Directors and Stockholders                                         
New Jersey Steel Corporation:                                                   

We have audited the consolidated financial statements of New                    
Jersey Steel Corporation and subsidiary as listed in the                        
accompanying index.  In connection with our audits of the                       
consolidated financial statements, we also have audited the                     
financial statement schedule as listed in the accompanying index.               
These consolidated financial statements and financial statement                 
schedule are the responsibility of the Company's management.  Our               
responsibility is to express an opinion on these consolidated                   
financial statements and financial statement schedule based on                  
our audits.                                                                     

We conducted our audits in accordance with generally accepted                   
auditing standards.  Those standards require that we plan and                   
perform the audit to obtain reasonable assurance about whether                  
the financial statements are free of material misstatement.  An                 
audit includes examining, on a test basis, evidence supporting                  
the amounts and disclosures in the financial statements.  An                    
audit also includes assessing the accounting principles used and                
significant estimates made by management, as well as evaluating                 
the overall financial statement presentation.  We believe that                  
our audits provide a reasonable basis for our opinion.                          

In our opinion, the consolidated financial statements referred to               
above present fairly, in all material respects, the consolidated                
financial position of New Jersey Steel Corporation and subsidiary               
as of November 30, 1995 and 1994, and the results of their                      
operations and their cash flows for each of the years in the                    
three-year period ended November 30, 1995 in conformity with                    
generally accepted accounting principles.  Also in our opinion,                 
the related financial statement schedule, when considered in                    
relation to the basic consolidated financial statements taken as                
a whole, presents fairly, in all material respects, the                         
information  set forth therein.                                                 

As discussed in notes 1 and 6 to the consolidated financial                     
statements, the Company adopted the provisions of Statement of                  
Financial Accounting Standards No. 109, "Accounting for Income                  
Taxes," in 1993.                                                                

                               KPMG Peat Marwick LLP

Short Hills, New Jersey                                                         
January 11, 1996, except as to the                                              
last paragraph of note 8, which                               
is as of February 6, 1996                                     

F-2                                                                             

--------------------------------------------------------------------------------

10-K
4th "Page" of 7
TOC
1st
Previous
Next
Bottom
Just 4th

NEW JERSEY STEEL CORPORATION AND SUBSIDIARY                                     
Consolidated Balance Sheets                                                     
November 30, 1995 and 1994                                                      
(Dollars in Thousands, Except Per Share Data)                                   

                                                                · Download Table

Assets                                             1995          1994
------                                             ----          ----
                                                                     
Current assets:                                                      
   Cash and cash equivalents                   $     61           337
   Receivables:                                                      
     Trade, less allowance for doubtful                              
     receivables of $2,147 and $1,846                                
     in 1995 and 1994, respectively              22,164        19,874
     Trade - affiliates                           1,538         2,858
     Other                                          293           364
                                                -------       -------
             Net receivables                     23,995        23,096
                                                -------       -------

     Inventories                                 15,276        14,853
     Prepaid expenses and other current assets      508         1,238
     Deferred income taxes                          837           382
                                                -------       -------
             Total current assets                40,677        39,906

Property, plant and equipment, net               82,365        73,928
Other assets                                      5,691         3,931
Deferred income taxes                             4,063         4,518
Real estate, net                                 13,447        13,953
                                                -------       -------
                                               $146,243       136,236
                                                =======       =======

Liabilities and Stockholders' Equity                                 
------------------------------------                                 
Current liabilities:                                                 
   Current installments of long-                                     
     term debt                                   1,125             - 
   Accounts payable - trade                     28,514        27,824 
   Due to parent                                   789           339 
   Accrued expenses                              7,219         5,015 
   Customer deposit                                  -         3,072 
                                               -------       ------- 
             Total current liabilities          37,647        36,250 
                                               -------       ------- 

Note payable - bank                             11,900        10,536 
Long-term debt, less current installments        6,375             - 
Stockholders' equity:                                                
   Preferred stock, $.01 par value.                                  
     Authorized 5,000,000 shares;                                    
     none issued                                     -             - 
   Common stock, $.01 par value.                                     
     Authorized 15,000,000 shares;                                   
     issued and outstanding 5,920,500                                
     shares in 1995 and 5,893,370 shares                             
     in 1994                                        59            59 
   Additional paid-in capital                  134,070       133,904 
   Accumulated deficit                         (43,808)      (44,513)
                                               -------       ------- 
            Total stockholders' equity          90,321        89,450 

Commitments and contingencies                  -------       ------- 
                                              $146,243       136,236 
                                               =======       ======= 

See accompanying notes to consolidated financial statements.                    

F-3                                                                             

--------------------------------------------------------------------------------

10-K
5th "Page" of 7
TOC
1st
Previous
Next
Bottom
Just 5th

NEW JERSEY STEEL CORPORATION AND SUBSIDIARY                                     
Consolidated Statements of Operations                                           
Years ended November 30, 1995, 1994 and 1993                                    
(In Thousands, Except Per Share Data)                                           

                                                                · Download Table
                                             1995         1994        1993
                                             ----         ----        ----
                                                                          
Net sales                                $128,319      128,605     106,366
Net sales - affiliates                      8,917        9,150      13,096
Cost of sales                             129,253      128,733     112,333
                                          -------      -------     -------
         Gross profit                       7,983        9,022       7,129

Selling, general and administrative                                       
 expenses, including management                                           
 and technical consulting fees to                                         
 Von Roll Ltd. of $450 in 1995,                                           
 1994 and 1993                              7,165        6,997     11,727 
                                          -------      -------    ------- 
         Operating income (loss)              818        2,025     (4,598)
                                          -------      -------    ------- 

Other (expense) income:                                                   
  Interest (expense) income                  (633)          43        211 
  Rental                                      151          531        862 
  Gain on insurance settlement                  -            -        627 
  Other expense                               (96)           -       (804)
                                          -------      -------    ------- 
                                             (578)         574        896 
                                          -------      -------    ------- 

         Earnings (loss) before                                           
          provision for income taxes,                                     
          equity in operations of                                         
          investee and cumulative                                         
          effect of change in                                             
          accounting for income taxes         240        2,599    (3,702) 

Provision for income taxes                      -            -         -  
                                         --------      -------    ------  
         Earnings (loss) before equity                                    
          in operations of investee                                       
          and cumulative effect of                                        
          change in accounting for                                        
          income taxes                        240        2,599    (3,702) 

Equity in operations of investee              465            -         -  
         Earnings (loss) before            ------      -------   -------  
          cumulative effect of                                            
          change in accounting for                                        
          income taxes                        705        2,599    (3,702) 

Cumulative effect of change in                                            
 accounting for income taxes                    -            -     4,900  
                                           ------      -------   -------  
         Net earnings                   $     705        2,599     1,198  
                                           ======      =======   =======  

Per common share amounts:                                                 
         Earnings (loss) before                                           
          cumulative effect of change                                     
          in accounting for income                                        
          taxes                         $    .12          .44      (.63)  
         Cumulative effect of change                                      
          in accounting for income                                        
          taxes                                -            -       .83   
                                          ------      -------   -------   
          Net earnings per common                                         
           share                        $    .12          .44       .20   
                                          ======      =======   =======   

Weighted average number of common                                         
 shares outstanding                        5,903        5,883     5,874   
                                          ======      =======   =======   

See accompanying notes to consolidated financial statements.                    

F-4                                                                             

--------------------------------------------------------------------------------
<PAGE                                                                           
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY                                     
Consolidated Statements of Stockholders' Equity                                 
Years ended November 30, 1995, 1994 and 1993                                    
(Dollars in Thousands, Except Per Share Data)                                   

                                                                · Download Table
                      Capital stock                                            
             ---------------------------------                                 
             Preferred               Common                                    
             Stock                   Stock                                     
             ---------------- ----------------                                 
             $.01               $.01                                   Total   
             par                par             Additional  Accum-     stock-  
             value              value           paid-in     ulated     holders'
             shares   Amount    shares  Amount  capital     deficit    equity  
             ------   ------ ---------  ------  ---------   -------    --------
                                                                               
Balances at                                                                    
 November 30,                                                                  
 1992             -   $   -  5,873,870  $   59    133,676   (48,310)    85,425 
Net earnings      -       -          -       -          -     1,198      1,198 
              -----   -----  ---------   -----  ---------   -------   -------- 
Balances at                                                                    
 November 30,                                                                  
 1993             -       -  5,873,870      59    133,676   (47,112)    86,623 

Common stock                                                                   
 options                                                                       
 exercised        -       -     19,500       -        228         -        228 
Net earnings      -       -          -       -          -     2,599      2,599 
              -----   -----  ---------   -----  ---------   -------   -------- 
Balances at                                                                    
 November 30,                                                                  
 1994             -       -  5,893,370      59    133,904   (44,513)    89,450 

Common stock                                                                   
 options                                                                       
 exercised        -       -     27,130       -        166         -        166 
Net earnings      -       -          -       -          -       705        705 
              -----   -----  ---------   -----  ---------   -------   -------- 
Balances at                                                                    
 November 30,                                                                  
 1995             -   $   -  5,920,500   $  59    134,070   (43,808)    90,321 
              =====   =====  =========   =====  =========   =======   ======== 

See accompanying notes to consolidated financial statements.                    

F-5                                                                             

--------------------------------------------------------------------------------

10-K
6th "Page" of 7
TOC
1st
Previous
Next
Bottom
Just 6th

NEW JERSEY STEEL CORPORATION AND SUBSIDIARY                                     
Consolidated Statements of Cash Flows                                           
Years ended November 30, 1995, 1994 and 1993                                    
(Dollars in Thousands)                                                          

                                                                · Download Table
                                                     1995       1994     1993 
                                                     ----       ----     ---- 
                                                                              
Cash flows from operating activities:                                         
    Net earnings                              $       705      2,599    1,198 
    Adjustments to reconcile net earnings                                     
     to net cash provided by operating                                        
     activities:                                                              
       Depreciation                                 6,703      5,556    4,843 
       Provision for losses on trade                                          
         receivables                                  330        742    5,774 
       Deferred income taxes                            -          -   (4,900)
       Income from equity investment                  (465)        -        - 
       Changes in assets and liabilities:                                     
           Increase in net receivables              (1,229)   (4,613)  (2,783)
           (Increase) decrease in inventories         (423)    7,216   (5,896)
           Decrease (increase) in prepaid expenses                            
             and other current assets                  730      (699)    (234)
           (Increase) decrease in other assets      (1,295)     (440)      55 
           Increase in accounts payable - trade        690     6,349    6,782 
           (Decrease) increase in due to parent,                              
             accrued expenses and customer deposit    (418)    3,218     (189)
                                                  --------   -------  ------- 
                 Net cash provided by                                         
                  operating activities               5,328    19,928    4,650 
                                                  --------   -------  ------- 

Cash flows from investing activities -                                        
 capital expenditures                              (14,634)  (32,891) (17,759)
                                                  --------   -------  ------- 
Cash flows from financing activities:                                         
    Net borrowings on note payable - bank            1,364    10,536        - 
    Proceeds from long-term debt                     7,500         -        - 
    Proceeds from exercise of stock options            166       228        - 
                                                  --------   -------  ------- 
                 Net cash provided by                                         
                  financing activities               9,030    10,764        - 
                                                  --------   -------  ------- 

                 Net decrease in cash and cash                                
                  equivalents                         (276)   (2,199) (13,109)

Cash and cash equivalents at beginning of year         337     2,536   15,645 
                                                  --------   -------  ------- 
Cash and cash equivalents at end of year         $      61       337    2,536 
                                                  ========   =======  ======= 

See accompanying notes to consolidated financial statements.                    

F-6                                                                             

--------------------------------------------------------------------------------

10-K
Last "Page" of 7
TOC
1st
Previous
Next
Bottom
Just 7th

                                                                       F-7
NEW JERSEY STEEL CORPORATION AND SUBSIDIARY                                     
Notes to Consolidated Financial Statements                                      
November 30, 1995, 1994 and 1993                                                

(Dollars in Thousands, Except Per Share Data)                                   

(1) Ownership and Summary of Significant Accounting Policies                    

Ownership and Nature of Operations                                              

New Jersey Steel Corporation and subsidiary (the Company) is                    
majority owned by Von Roll Ltd., a company based in Switzerland.                
The Company has one subsidiary, New Jersey Steel Investment Co.,                
and operates in one industry segment, the manufacture and sale of               
steel products.  The Company is a steel mini-mill which is                      
designed to convert scrap metal into steel, operating at a high                 
capacity utilization and employing modern technology to produce                 
steel reinforcing bars (rebar) which are sold primarily to rebar                
fabricators, mine roof bolt manufacturers and steel service                     
centers.  The Company's steel reinforcing bars are used primarily               
in the construction industry.  Foreign export sales were not                    
significant during 1995 and 1994.  For the year ended November 30,              
1993, foreign export sales accounted for 6% of the Company's total              
net sales.                                                                      

Business and Other Risk                                                         

The Company grants trade credit to customers, substantially all of              
which are located in the Northeastern United States.  During the                
year ended November 30, 1995, the Company generated sales to three              
customers representing 17%, 13% and 12% of net sales.  During the               
year ended November 30, 1994, the Company generated sales to three              
customers representing 21%, 11% and 10% of net sales.  During the               
year ended November 30, 1993, the Company generated sales to three              
customers representing 16%, 15% and 13% of net sales.  At November              
30, 1995 and 1994, the Company's ten largest customer trade                     
receivable accounts aggregated approximately 92% and 77%,                       
respectively, of trade receivables.                                             

The principal raw material used in the Company's mini-mill is                   
scrap steel.  The Company purchases scrap through outside brokers,              
principally one broker, through which the Company purchased                     
approximately 98%, 87%, and 78% of its total scrap purchases in                 
1995, 1994 and 1993, respectively.  The purchase prices for scrap               
are dependent upon market conditions as is the ultimate sales                   
price of the Company's finished rebar.  The Company's operating                 
results will be affected by the changing conditions affecting the               
current prices of scrap and rebar.  Due to the impact of the                    
winter weather in the Northeast on the construction market, the                 
Company typically experiences a seasonal period of lower sales in               
winter months when inventory levels are built.                                  

The Company's manufacturing processes consume large amounts of                  
electricity provided by Jersey Central Power & Light Company under              
a contract which allows the Company to purchase its electricity at              
a reduced cost in return for the utility's right to periodically                
interrupt service.  The number and duration of the service                      
interruptions are contractually limited.  The Company believes                  
that the savings in the cost of electricity more than offsets any               
production which might be lost as a result of such interruptions.               

The Company's mill is classified, in the same manner as similar                 
steel mills in the industry, as generating hazardous waste due to               
the production of dust.  The Company collects the dust resulting                
from its melting operation through an emissions control system.                 
For additional information with respect to environmental matters                
see note 10.                                                                    

Revenue Recognition                                                             

The Company recognizes revenue upon product shipment.                           

Principles of Consolidation                                                     

The consolidated financial statements include the accounts of the               
Company and its wholly-owned subsidiary.  All significant                       
intercompany balances and transactions have been eliminated in                  
consolidation.                                                                  

Inventories                                                                     

Inventories are stated at the lower of cost or market value.  Cost              
is determined using the first-in, first-out method.                             

Property, Plant and Equipment                                                   

Property, plant and equipment is stated at cost.                                

Depreciation of plant and equipment is calculated using the                     
straight-line method over the estimated useful lives of the assets              
ranging from five to 18 years.  Repairs and maintenance are                     
expensed as incurred.                                                           

Real Estate, Net                                                                

Real estate, which  has been held for investment, consists of                   
land, bulkhead and buildings, and is stated at net depreciated                  
cost (accumulated depreciation amounted to $2,607 and $2,101 as of              
November 30, 1995 and 1994, respectively), unless, in the opinion               
of management, there has been a permanent impairment in value.                  
Depreciation is calculated using the straight-line method over the              
estimated useful lives of the bulkhead and buildings ranging from               
18-25 years.  Rental income from the property has continued to                  
decline and the Company is currently seeking tenants and exploring              
the possible sale of the property.                                              

Equity Investment                                                               

The Company accounts for its ownership interest in an investee                  
using the equity method.                                                        

Supplemental Cash Flow Information                                              

Cash paid for income taxes during the year ended November 30, 1993              
amounted to approximately $169 (none in 1995 and 1994).  Total                  
interest paid totaled approximately $2,035 and $1,602 for the                   
years ended November 30, 1995 and 1994, respectively (none in                   
1993).  Total interest capitalized totaled approximately $1,402                 
and $1,602 for the years ended November 30, 1995 and 1994,                      
respectively.                                                                   

Per Common Share Amounts                                                        

Net earnings per common share is computed by dividing net earnings              
by the weighted average number of common shares outstanding during              
the year.  The effect on earnings per common share resulting from               
the assumed exercise of outstanding stock options is immaterial in              
1995,1994 and 1993.                                                             

Income Taxes                                                                    

Effective December 1, 1992, the Company adopted Statement of                    
Financial Accounting Standards No. 109, "Accounting for Income                  
Taxes" (SFAS 109), which utilizes the asset and liability method                
of accounting for income taxes.  Under the asset and liability                  
method, deferred tax assets and liabilities are recognized for the              
future tax consequences attributable to differences between the                 
financial statement carrying amounts of existing assets and                     
liabilities and their respective tax bases.  Deferred tax assets                
and liabilities are measured using enacted tax rates expected to                
apply to taxable income in the years in which those temporary dif-              
ferences are expected to be recovered or settled.  The effect on                
deferred tax assets and liabilities of a change in tax rates is                 
recognized in income in the period that includes the enactment                  
date.                                                                           

The Company has reported the cumulative effect of that change in                
the method of accounting for income taxes in the 1993 consolidated              
statement of operations.                                                        

Recently Issued Accounting Standards                                            

The Company has not adopted Statement of Financial Accounting                   
Standards No. 121, "Accounting for the Impairment of Long-lived                 
Assets and for Long-lived Assets to Be Disposed Of" (SFAS 121).                 
SFAS 121 was issued in March 1995 and is effective for fiscal                   
years beginning after December 15, 1995.  The Company believes                  
that the adoption of this accounting standard will not have a                   
material effect on the Company's consolidated financial position                
or results of operations based on current results of operations,                
and management's opinion that the current fair value of its real                
estate investment exceeds the net carrying value of such real                   
estate.  The Company has not adopted Statement of Financial                     
Accounting Standards No. 123, "Accounting for Stock-based                       
Compensation" (SFAS 123).  SFAS 123 was issued in October 1995 and              
is effective for financial statements for fiscal years beginning                
after December 15, 1995.  When adopted, certain disclosures are                 
required for fiscal years that begin after December 15, 1994.                   
SFAS 123 allows for alternative methods of accounting for stock-based           
compensation arrangements with employees.  The Company                          
currently is undecided as to what method of adoption it will                    
utilize.                                                                        

Use of Estimates                                                                

In conformity with generally accepted accounting principles,                    
management of the Company has made a number of estimates and                    
assumptions relating to the reporting of assets and liabilities                 
and the disclosure of contingent assets and liabilities to prepare              
these consolidated financial statements.  Actual results could                  
differ from those estimates.                                                    

Reclassifications                                                               

Certain amounts in the 1994 consolidated financial statements have              
been reclassified to conform to the 1995 consolidated financial                 
statements presentation.                                                        

(2) Transactions with Von Roll Ltd.                                             

In accordance with a technical services and management consulting               
agreement with Von Roll Ltd., during each of the years 1995, 1994               
and 1993, the Company charged $450 to selling, general and                      
administrative expenses for management and technical consulting                 
services provided by Von Roll Ltd.  The agreement is on a year-to-year basis.   
The fee payable under the agreement is renegotiated                             
annually.  The Company has agreed to pay Von Roll Ltd. a fee of                 
$450 under this agreement for the year ending November 30, 1996.                

(3) Inventories                                                                 

Inventories at November 30, 1995 and 1994 consist of the                        
following:                                                                      

                                                                · Download Table
                            1995           1994
                            ----           ----
                                               
Finished goods            $5,709          4,707
Work in process              341            305
Raw materials, spare                           
  parts and supplies       9,226          9,841
                          ------         ------
                         $15,276         14,853
                          ======         ======

(4)Property, Plant and Equipment                                                

Property, plant and equipment at November 30, 1995 and 1994                     
consist of the following:                                                       

                                                                · Download Table
                                         1995      1994
                                         ----      ----
                                                       
Land and land improvements            $ 1,944     1,944
Steel mill and related facilities      62,717    62,646
Machinery and equipment                89,698    82,228
Construction in progress               18,706    11,613
                                      -------   -------
                                      173,065   158,431
Less accumulated depreciation          90,700    84,503
                                      -------   -------
                                      $82,365    73,928
                                      =======   =======

During 1993, the Company revised the estimated remaining                        
useful lives of certain machinery and equipment from ten to                     
15 years to more closely reflect expected remaining lives.                      
The effect of this change in accounting estimate resulted in                    
an increase in the Company's net earnings in 1993 of $1,486,                    
or $.25 per common share.                                                       

(5)  Investments and Transactions with Related Parties                          

The Company has an investment in Excel Mining Systems, Inc.                     
(Excel), a mine roof bolt manufacturer and a customer of the                    
Company.  The investment, which cost $750, is represented by                    
750 shares of non-voting 9% cumulative preferred stock and                      
25% of Excel's outstanding common stock.  The preferred stock                   
is redeemable on December 31, 1998 or earlier, if a certain                     
earned surplus level is reached (as defined).  The preferred                    
stock has a redemption price of $1,000 per share plus accrued                   
but unpaid dividends, plus a final dividend (as defined)                        
which, in substance, represents a 50% share of Excel's earned                   
surplus at the redemption date.  Upon redemption of the                         
preferred stock, the Company's common stock investment in                       
Excel will be entitled to participate in the earnings of                        
Excel.  Through November 30, 1994, the effect of the                            
investment on the Company's consolidated financial position                     
and results of operations was immaterial.  However, as                          
described in the following paragraph, during fiscal 1995                        
Excel acquired another mine roof bolt business and expanded                     
its operations significantly.                                                   

During 1995, the Company agreed to guarantee up to $7,000 of                    
Excel's revolving credit facility in connection with Excel's                    
acquisition of a mine roof bolt business.  The guarantee                        
expired on November 30, 1995.  In exchange for such                             
guarantee, the Company received an additional common equity                     
interest in Excel to bring its aggregate common ownership                       
interest to 31%.  Receivables due from Excel are included in trade -            
affiliates in the accompanying consolidated balance sheets and amount           
to $1,538 and $2,257 at November 30, 1995 and 1994, respectively.               
Receivables from Excel carry trade terms consistent with its other              
customers.                                                                      

Excel's fiscal year ends on December 31, with its accounts                      
being audited annually.  Summary unaudited financial                            
information for Excel as of and for the year ended November                     
30, 1995 follows:                                                               

                                                                · Download Table
                                               
Current assets                     $    12,396 
Current liabilities                     11,292 
                                        ------ 
     Working capital                     1,104 

Property, plant and equipment, net      19,025 
Other assets                             1,153 
Long-term debt                         (19,472)
Mandatory redeemable                           
 preferred stock                          (750)
                                        ------ 
     Stockholders' equity          $     1,060 
                                        ====== 

Sales                              $    71,494 
                                        ====== 
Net earnings                       $       930 
                                        ====== 

The Company acquired a one-third interest in the common stock                   
of AJ Ross Logistics, Inc. and subsidiaries (AJ Ross) in                        
fiscal 1988.  AJ Ross was a significant customer through                        
fiscal 1993.  AJ Ross undertook a significant restructuring                     
during 1992 and the Company's investment was written off.                       
The restructuring included asset sales, management changes,                     
revised credit arrangements, and a focus solely on being a                      
rebar fabricator.  Despite the aforementioned restructuring                     
of AJ Ross, changing market conditions and related increases                    
in the price of rebar in 1993 had an adverse effect on AJ                       
Ross' operations, and AJ Ross filed a petition for relief                       
under Chapter 11 of the Bankruptcy Code in November 1993 and                    
subsequently ceased doing business.  As a result, in November                   
1993, the Company charged approximately $5,159 to selling,                      
general and administrative expenses to write off trade                          
receivables due from AJ Ross.                                                   

Under the terms of a 1990 agreement, the Company purchased                      
from AJ Ross land and buildings located in Keasby, New Jersey                   
which is included in the accompanying consolidated balance                      
sheets as real estate, net.  The agreement also provided                        
that the Company lease the property back to AJ Ross under a                     
two-year operating lease which expired in November 1992 at                      
which point AJ Ross leased the property on a month-to-month                     
basis.  During fiscal 1994, AJ Ross stopped leasing the                         
property; however, an affiliate of an AJ Ross stockholder                       
leased a portion of the property on a month-to-month basis.                     
Rental income from AJ Ross and an affiliate of AJ Ross for                      
the years ended November 30, 1994 and 1993 was approximately                    
$480 and $862, respectively.                                                    

(6)  Income Taxes                                                               

The components of the deferred income tax assets and                            
liabilities arising under Statement 109 at November 30, 1995                    
and 1994 are as follows:                                                        

                                                                · Download Table

                                                   1995          1994 
                                                 ------         ----- 
                                                                      
Deferred tax assets:                                                  
  Federal and state net operating                                     
   loss carryforwards                           $11,670         8,593 
  Other tax credit carryforwards                  4,585         4,585 
  Equity investment                                 799           764 
  Deferred compensation                           1,186           947 
  Other deductible temporary differences          1,839         1,187 
  Valuation allowances                           (7,468)       (7,582)
                                                  -----         ----- 
                                                $12,611         8,494 
                                                 ======         ===== 

Deferred tax liabilities:                                             
   Fixed asset basis differences                  6,718         2,789 
   Other taxable temporary differences              993           805 
                                                 ------         ----- 
                                                $ 7,711         3,594 
                                                 ======         ===== 

For tax purposes, the Company has available at November 30,                     
1995 net operating loss (NOL) carryforwards available to                        
offset future taxable income for regular Federal income tax                     
purposes, which expire as follows:                                              

                                                                · Download Table
                                                                 
                             1997           $    627             
                             1998             11,524             
                             1999              4,601             
                             2006              2,392             
                             2008              7,734             
                             2009              6,407             
                                             -------             
                                            $ 33,285             
                                             =======             

The Company also has investment tax credit carryforwards         
totaling approximately $903, which expire as follows; $47 in     
1996; $52 in 1997; $347 in 1998; $217 in 1999; and $240          
thereafter.  Additionally, in conjunction with the               
Alternative Minimum Tax (AMT) rules, the Company has             
available AMT credit carryforwards of approximately $1,051,      
which may be used indefinitely to reduce regular Federal         
income taxes.  The Company has also received approval for        
$3,986 of recycling credits which are available to offset        
certain state income taxes ($2,631, net of Federal benefit).     
These credits are subject to certain limitations, with an        
unlimited carryforward.  A valuation allowance has been          
recorded at November 30, 1995 and 1994 for that portion of       
deferred tax assets which is not presently considered more       
likely than not to be realized.  The amount of the deferred      
tax asset considered realizable, however, could be reduced in    
the near term if estimates of future taxable income during       
the net operating loss carryforward periods previously           
described are reduced.  During fiscal 1995 and 1994, the         
valuation allowance decreased by approximately $114 and          
$1,446, respectively.  During fiscal 1993, the valuation         
allowance increased by approximately $1,943.                     

Management believes that it is more likely than not that         
certain of its NOL carryforwards will be utilized prior to       
their expiration.  This belief is based upon the factors         
discussed below:                                                 

  (i)   In 1994, the Company continued and completed a major     
        portion of its melt shop modernization program which     
        included a new, more efficient system for making         
        steel.  While to date the Company has not achieved       
        anticipated efficiencies and results with the new        
        system, management is in the process of working with     
        the new system in order to maximize efficiencies and     
        cost savings.                                            

  (ii)  As a result of new business opportunities, during        
        fiscal 1996 the Company expects to increase its sale     
        of billets which will enable the melt shop to operate at 
        higher rates and reduced costs.                          

  (iii) The Company operates in a highly cyclical industry and   
        consequently has a history of generating and subsequently
        utilizing significant amounts of NOL carryforwards.      

The provision for income taxes for the years ended November 30,  
1995, 1994 and 1993 differs from the expected provision (benefit)
for Federal income taxes as follows:                             

                                                                · Download Table

                                            1995        1994      1993
                                            ----        ----      ----
                                                                      
Computed expected provision (benefit)                                 
      for Federal income taxes           $   82         884    (1,259)

Change in the beginning of the year                                   
    balance of the valuation                                          
      allowance for deferred tax assets                               
      allocated to the provision for                                  
      income taxes                          (114)    (1,446)         -

Expenses with no tax benefit                  15        222          -

State income taxes before change                                      
      in valuation allowance (net of                                  
      Federal income tax benefit)             17        117          -

Loss for which no benefit was                                         
      recorded                                 -          -      1,259

Other                                          -        223          -
                                           -----      -----     ------
                                          $    -          -          -
                                           =====      =====     ======

The Company adopted SFAS 109 effective December 1, 1992.  The                   
cumulative effect of this change in accounting for income taxes is a            
$4,900 benefit, which is determined as of December 1, 1992 and is               
reported separately in the consolidated statement of operations for             
the year ended November 30, 1993.                                               

(7)  Stockholders' Equity                                                       

Under the terms of the New Jersey Steel Corporation Incentive                   
Stock Option Plan, certain key employees may be granted options                 
to purchase up to 503,000 shares of common stock.  Options are                  
issued at prices equal to the fair market value of the                          
Company's common stock at the date of grant.  Options become                    
exercisable ratably over a five-year period.  Options which                     
expire or are  canceled become available for future grants.                     

Information on common stock options is as follows:                              

                                                                · Download Table
                                          Incentive        
                                        stock options      
                                   ------------------------
                                                  Price    
                                   Shares         Per Share
                                   ------------------------
                                                           
Outstanding at November 30, 1992   129,130    $3.00 - 14.00
Granted                                  -          -      
Exercised                                -          -      
                                   -------                 
Outstanding at November 30, 1993   129,130     3.00 - 14.00

Granted                                  -          -      
Exercised                          (19,500)   11.50 - 11.75
                                   -------                 
Outstanding at November 30, 1994   109,630     3.00 - 14.00

Granted                                  -          -      
Exercised                          (27,130)            6.10
                                   --------                
Outstanding and exercisable                                
 at November 30, 1995               82,500     3.00 - 14.00
                                   ========   =============

(8)  Bank Borrowings                                                            

The Company has a credit agreement with a bank (the Credit                      
Agreement) which provides for a line of credit and a term loan.                 
The line of credit, as currently amended, provides for $17,500                  
of available credit of which $11,900 is outstanding at November                 
30, 1995 (subject to limits on collateral availability),                        
bearing interest at the bank's prime rate (8.75% at November                    
30, 1995).  Advances under the amended line of credit are                       
secured by the Company's eligible accounts receivable and                       
inventory (as defined).  The amended line of credit matures on                  
April 30, 1997.                                                                 

In August 1995, concurrent with the most recent amendment of                    
its line of credit, the Company obtained a five-year term loan                  
in the amount of $7,500 with a maturity date of December 31,                    
2000.  Principal payments under the term loan are due in quar-                  
terly installments of $375 beginning March 31, 1996.  Interest                  
is payable monthly at an annual rate of 8.65%.  Borrowings                      
under the term loan are secured by the Company's eligible                       
accounts receivable and inventory, as defined.                                  

The aggregate maturities of the Company's outstanding                           
borrowings under the Credit Agreement for each of the five                      
years subsequent to November 30, 1995 are as follows:  1996:                    
$1,125; 1997: $13,400; and 1998-2000:$1,500 per year.                           

The bank requires the Company to meet certain financial                         
covenants such as minimum working capital, current ratio,                       
maximum total liabilities to tangible net worth, certain                        
profitability (as defined) and net worth requirements.  At                      
November 30, 1995 the Company was not in compliance with its                    
maximum total liabilities to tangible net worth provision.  On                  
February 6, 1996 the Company obtained from the bank a waiver of                 
noncompliance at November 30, 1995.                                             

(9)  Benefit Plans                                                              

The Company has a 401(k) plan which allows employees, upon                      
meeting eligibility requirements, to make contributions to the                  
plan, and under various conditions allows the Company to                        
contribute to the plan at percentages specified in the plan                     
agreement.  Company contributions to the plan amounted to $178,                 
$175 and $139 in 1995, 1994 and 1993, respectively.                             

The Company has a voluntary, nonqualified plan of deferred                      
compensation covering a select group of key employees.  Under                   
the terms of the plan, key employees are eligible to defer                      
specific percentages of their compensation until their                          
retirement or other termination of employment.  The Company                     
supplements these amounts at percentages specified under the                    
plan.  Company contributions to the plan amounted to $528, $261                 
and $189 in 1995, 1994 and 1993, respectively.                                  

On December 12, 1995, the Company's board of directors approved                 
the termination of this plan effective as of the close of                       
business on December 31, 1995, and determined that thereafter                   
no further contributions will be made.  The assets of the plan                  
were distributed to the participants in January 1996.                           

During the years ended November 30, 1995, 1994 and 1993, the                    
Company charged $97, $189 and $146, respectively, to operations                 
for amounts paid under a profit-sharing plan for hourly and                     
salaried employees authorized by the board of directors.                        

(10) Commitments and Contingencies                                              

The Company and Von Roll Ltd. are defendants in an action                       
entitled Gary Lutin v. New Jersey Steel Corporation, Von Roll                   
Ltd. a/k/a Von Roll A.G., and unknown parties, which is                         
currently pending in the United States District court for the                   
Southern District of New York.  The action was originally                       
brought against several individuals and Excel Mining Systems,                   
Inc., and involved allegations that the defendants had                          
conspired to destroy the mine roof bolt business of Advanced                    
Mining Systems, Inc.  The original complaint sought damages in                  
excess of $12,000.  In 1992, an amended complaint added the                     
Company and Von Roll Ltd. as additional parties.  The amended                   
complaint alleges causes of action for tortious conspiracy,                     
tortious interference with contract and prospective business                    
relations and fraud and unfair competition.                                     

The action was subsequently removed to Federal court and                        
transferred to the Southern District of New York.  A motion to                  
dismiss the Company and Von Roll has been pending, undecided                    
for several years.  In 1994, in connection with the settlement                  
of an unrelated action, the original defendants were dropped as                 
defendants in this action.  In June 1995, the plaintiff moved                   
to serve an amended complaint which restated the claims from                    
the original action as claims under the Federal RICO statute                    
and related state laws and to add various officers and                          
directors of the Company as defendants.  This motion is                         
currently pending.  Additionally, the plaintiff filed a new                     
action in the United States District Court for the Southern                     
District of New York against the Company, Von Roll Ltd. and                     
various directors and officers of the Company.  This action is                  
based on the same facts and seeks unspecified damages which the                 
plaintiff claims to be in excess of $50,000.  The Company has                   
made a motion for an order dismissing the complaint and for                     
summary judgment in the new action.  Although pre-trial                         
discovery has not commenced, based on the facts known, the                      
Company's legal counsel and management believe the plaintiff's                  
claims in the actions are without merit.                                        

In September 1994, the New Jersey Department of Environmental                   
Protection (NJDEP) issued a "Permit to Construct, Install or                    
Alter Control Apparatus or Equipment" and "Temporary                            
Certificate to Operate Control Apparatus or Equipment" and                      
"Prevention of Significant Deterioration Permit" (the NJDEP                     
Permit).  The NJDEP Permit authorizes the Company to complete                   
the currently ongoing melt shop modernization program, contains                 
a temporary operating permit and directs that the testing                       
required for issuance of a five-year certificate to operate be                  
performed by March 8, 1996. A Continuous Emissions Monitoring                   
System (CEMS) has been installed and is in operation at the                     
mill as part of the modernization program.  The permitted                       
emissions level contained in the NJDEP Permit were based, among                 
other things, on the manufacturer's claims regarding                            
performance of the new steel making system installed as part of                 
the modernization program.  As a result, the Company believed                   
that, following the modernization program, the Company's                        
emissions would comply with the emissions standards contained                   
in the NJDEP Permit.  However, as a result of the failure to                    
date of the system to perform to expectations, management                       
believes that the mill is emitting at least two criteria air                    
pollutants at levels in excess of those contained in the NJDEP                  
Permit.  The Company believes that it will be required to apply                 
to the NJDEP for a modification to its permit to increase the                   
permitted levels of such criteria air pollutants.  Until such                   
time as a new permit is issued, the Company may be in technical                 
violation of its permitted emissions levels and, as a                           
consequence, subject to fines and penalties the amounts of                      
which are subject to the discretion of the NJDEP.  The Company                  
believes that the ultimate outcome of this matter will not have                 
a material adverse effect on the Company's financial position                   
or results of operations.                                                       

By letter dated December 21, 1995, the Company was notified                     
that the Trial Lawyers for Public Justice, P.C., on behalf of                   
the Natural Resources Defense Council and the Public Interest                   
Research Group of New Jersey, intends to bring an action                        
against the Company alleging that the air emissions from one of                 
the stacks of the Company's electric arc furnace violated and                   
continue to violate certain sections of the Clean Air Act.                      
This claim, if made, would relate to the excess emissions                       
described in the preceding paragraph.                                           

On June 7, 1994, the United States Environmental Protection                     
Agency (USEPA) issued a Notice of Violation (NOV) to the                        
Company stating that the Company had violated the New Jersey                    
State Implementation Plan (NJSIP) because a "major                              
modification" was commenced without a Prevention of Significant                 
Deterioration Permit from the NJDEP.  As described above, that                  
permit was issued by the NJDEP in September 1994.  Since the                    
Company acted in accordance with an understanding with the                      
NJDEP, it believes that no violation of the NJSIP occurred.                     
There have been no further proceedings under the NOV, however,                  
there can be no assurances that USEPA will not assess penalties                 
resulting from the NOV.  The Company believes that the ultimate                 
outcome of this matter will not have a material effect on the                   
Company's financial position or results of operations.                          

In March 1994, Novo-Plez SA and NASCO Brokers, Inc. (the                        
Claimants), steel brokers, filed a Petition and Request for                     
Arbitration in the International Court of Arbitration of the                    
International Chamber of Commerce (the Swiss Arbitration).  The                 
Claimants seek approximately $721 in damages for steel                          
purchased from the Company which is asserted to be of inferior                  
quality plus interest at 9.5% and have reserved the right to                    
assert a claim for an additional $8,700 in incidental and                       
consequential damages.  The Company filed an answer to the                      
petition on May 2, 1994, in which it stated that the steel                      
billets fully conformed to the specifications provided for in                   
the contracts.  All arbitration hearings have been completed                    
and the parties are awaiting the decision of the arbitrator.                    
While arbitration always involves risk at the hands of the                      
decision maker, based on the advice of legal counsel,                           
management believes that the Company presented a meritorious                    
defense to the claims at the hearing, and that the Company will                 
prevail in the defense of these claims.                                         

Egyptian Metals Company (EMC), the customer of the Claimants in                 
the Swiss Arbitration, and its broker have attempted to pursue                  
a related claim before the "Tribunal de Commerce" in Paris,                     
France (the Paris Action), alleging that the Company was liable                 
to it for the sale of the defective billets.  EMC claimed                       
damages of approximately $2,121 and an additional claim for                     
payment of one hundred thousand French francs under the French                  
Code of Civil Procedure.  The Company has not entered an                        
appearance in the Paris Action as, based on the advice of legal                 
counsel, management believes that the French court is without                   
jurisdiction over the Company, and that the litigation will                     
ultimately be dismissed or, if judgment is in fact entered, the                 
Company will have meritorious defenses against the                              
enforceability of the judgment.                                                 

In February 1995, EMC filed a complaint against the Company,                    
Novo-Plez SA and NASCO Brokers, Inc. in the United States                       
District Court for the District of New Jersey based on the same                 
transactions as the Paris Action and the Swiss Arbitration                      
seeking damages against the three defendants individually in                    
the amount of $5,050.  Novo-Plez SA and NASCO Brokers, Inc.                     
subsequently were dismissed as defendants by stipulation.                       
Management believes, based on the advice of legal  counsel,                     
that the Company will ultimately prevail in its defense of                      
these claims.                                                                   

As further described in note 5, in November 1993, AJ Ross filed                 
a petition for relief under Chapter 11 of the U.S. Bankruptcy                   
Code.  As AJ Ross was a significant customer, the Company                       
received in excess of $5,600 in payments on trade receivables                   
from AJ Ross in the year immediately preceding the filing date.                 
The AJ Ross case was converted to Chapter 7 and the trustee in                  
bankruptcy is seeking $87 from the Company on the grounds that                  
such portion of the $5,600 in payments constituted a voidable                   
preference under the U.S. Bankruptcy Code.  The Company is                      
contesting the trustee's claims and the matter is under                         
negotiation.                                                                    

By letter dated July 7, 1994, the staff of the Securities and                   
Exchange Commission (SEC) informed the Company that it is                       
conducting a private inquiry into whether there have been                       
violations of the Federal securities laws.  The staff requested                 
that the Company provide it with all documents concerning its                   
investments in AJ Ross and the modernization program.  The                      
staff letter states that its request for documents should not                   
be construed as an indication by the SEC or its staff that any                  
violations of law have occurred, nor should it be considered a                  
reflection upon any person, entity or security.  The Company is                 
cooperating with the staff and in August 1994, provided the                     
requested documents.  There have been no further developments                   
in this matter since August 1994.                                               

In October 1994, the Company entered into an Agreement and Plan                 
of Merger (the Merger Agreement) with International Metals                      
Acquisition Corporation (IMAC).  On February 1, 1995, the                       
Merger Agreement and related Stock Purchase Agreement were                      
terminated.  On March 15, 1995. IMAC, the Company and Von Roll                  
Ltd. entered into a Termination Settlement Agreement which                      
involved no payment by any of the parties and the parties                       
exchanged full releases.                                                        

On September 22, 1994, the Company received a summons and                       
complaint in an action purported to be a class action on behalf                 
of minority stockholders of the Company and sought unspecified                  
damages and injunctive relief in connection with the proposed                   
merger between the Company and IMAC.  With the termination of                   
the Merger Agreement between the Company and IMAC, the                          
plaintiff and the Company entered into a Stipulation and Order                  
of Voluntary Dismissal, filed on March 9, 1995, dismissing the                  
action.                                                                         

The Company is also involved in litigation relating to claims                   
arising out of its operations in the normal course of business.                 
Such claims against the Company are generally covered by                        
insurance.  In the opinion of management, any uninsured or                      
unindemnified liability resulting from existing litigation                      
would not have a material adverse effect on the Company's                       
business or consolidated financial position.  The Company is                    
not aware of any probable liabilities or related recoveries                     
which would have a material adverse effect on the Company's                     
consolidated financial position.  There can be no assurance                     
that insurance, including product liability insurance, will be                  
available in the future at reasonable rates.                                    

The Company is a party to several month-to-month operating                      
leases, primarily for equipment.  Total rent expense in 1995,                   
1994 and 1993 was approximately $841, $574 and $476,                            
respectively.                                                                   

(11) Other Income (Expense)                                                     

During fiscal 1995, other expense consists principally of costs                 
related to the IMAC Merger Agreement which were written off in                  
1995, offset by the gain resulting from the sale of certain                     
equipment.  During fiscal 1993, the Company settled a claim                     
with its insurance company related to roof damage in its melt                   
shop resulting in a gain of $627.  Other expense during fiscal                  
1993 is primarily a result of expenses incurred in connection                   
with the Company's option to purchase property in Pennsylvania,                 
which expired in May 1993.                                                      

(12) Subsequent Event (Unaudited)                                               

In December 1995 the board of directors approved the closure of                 
the Company's fabrication operations in Bowie, Maryland.                        
Management believes that this matter will not have a material adverse           
effect on the Company's consolidated financial position or results              
of operations.                                                                  

(13) Quarterly Financial Information (Unaudited)                                

The following tables set forth selected quarterly financial                     
information:                                                                    

                                                                · Download Table

                                                      1995                 
                                     ------------------------------------- 
                                     First     Second    Third     Fourth  
                                     Quarter   Quarter   Quarter   Quarter 
                                     ------------------------------------- 
                                                                           
Net sales                          $  29,893    37,172    34,414    35,757 
Gross profit                           1,959     3,395     1,937       692 
Net earnings (loss)                      372     1,454       (49)   (1,072)
                                     -------  --------  ---------  ------- 
Per common share amounts                                                   
         - net earnings (loss)     $     .06       .25      (.01)     (.18)
                                     =======  ========  =========  ======= 

                                                      1994                 
                                     ------------------------------------- 
                                     First     Second    Third     Fourth  
                                     Quarter   Quarter   Quarter   Quarter 
                                     ------------------------------------- 

Net sales                          $  22,349    35,841    40,067    39,498 
Gross profit                             562       129     3,187     5,144 
Net (loss) earnings                     (903)   (1,355)    1,578     3,279 
                                     --------  --------  -------  -------- 
Per common share amounts                                                   
         - net (loss) earnings     $    (.15)     (.23)      .27       .55 
                                     ========  ========  =======  ======== 


Schedule II                                                                     

NEW JERSEY STEEL CORPORATION AND SUBSIDIARY                                     
Valuation and Qualifying Accounts                                               
Years ended November 30, 1995, 1994 and 1993                                    
(Dollars in Thousands)                                                          

                                                                · Download Table
                                                      Write             
                                  Balance   Charged   offs,             
                                  at be-    to costs  net of   Balance  
                                  ginning   and ex-   recov-   at end   
Description                       of year   penses    eries    of year  
-----------                       -------   --------  ------   -------  
                                                                        
Allowance for doubtful                                                  
         accounts:                                                      
Year ended November 30, 1995     $  1,846        330    (29)     2,147  
Year ended November 30, 1994        1,828        742   (724)     1,846  
Year ended November 30, 1993        1,836      5,774 (5,782)     1,828  
                                  =======   ========  ======   =======  

Item 9.  Changes in and Disagreements                                   
         with Accountants on Accounting                                 
         and Financial Disclosures                                      

              Not Applicable.                                           

                             PART III                                   

Item 10. Directors and Executive Officers of the Registrant             

    The following table sets forth information regarding the            
directors of the Company.                                               
                                 Year                                   
                             First Elected        Principal             
Name of Directors    Age     as a Director        Occupation            
-----------------    ---     -------------        ----------            

Walter H. Beebe       55         1978             Partner in law firm   
                                                  of Jacobs Persinger   
                                                  & Parker since        
                                                  prior to 1991.        

H. Georg Hahnloser    52         1978             Chief Operating       
                                                  Officer of Von Roll   
                                                  Holding Ltd. since    
                                                  February 1995;        
                                                  prior thereto         
                                                  Executive Vice        
                                                  President and Chief   
                                                  Financial Officer     
                                                  of Von Roll since     
                                                  prior to 1991.        

Robert LeBuhn         63         1995             Private investor      
                                                  since 1995; prior     
                                                  thereto Chairman of   
                                                  Investor International
                                                  (U.S.), Inc. since    
                                                  1993; prior thereto   
                                                  President of          
                                                  Investor              
                                                  International         
                                                  (U.S.), Inc. since    
                                                  prior to 1991.        

Robert J.                                                               
 Pasquarelli          49          1982            President and Chief   
                                                  Executive Officer     
                                                  of the Company        
                                                  since prior to        
                                                  1991.                 

Hans G. Trosch        54          1995            Executive Vice        
                                                  President of Von      
                                                  Roll Holding Ltd.     
                                                  and Von Roll Isola    
                                                  Group Chief           
                                                  Executive Officer     
                                                  since 1994; prior     
                                                  thereto President     
                                                  of Swiss Insulating   
                                                  Works Ltd., a         
                                                  subsidiary of Von     
                                                  Roll Holding Ltd.     
                                                  since 1993; prior     
                                                  thereto Manager,      
                                                  Electrical Systems    
                                                  Division,             
                                                  Switzerland, of Von   
                                                  Roll Isola since      
                                                  prior to 1991.        

   Each of the directors has served continuously since the year         
in which he was first elected.  Each director holds office until        
the next annual meeting of stockholders and until his successor         
is elected and qualified.                                               

   Except for Mr. LeBuhn, none of the directors is a director           
of any company (other than the Company) which is subject to the         
reporting requirements of the Securities Exchange Act of 1934 or        
which is a registered investment company under the Investment           
Company Act of 1940.  Mr. LeBuhn is a director of USAIR Group,          
Inc., Cambrex Corporation, Acceptance Insurance Cos., Inc.,             
Enzon, Inc. and Lomas Financial Corp. Lomas Financial Corp., a          
company engaged in the mortgage servicing business, filed a             
petition in October 1995 for protection from creditors under            
Chapter 11 of the Federal Bankruptcy Code in the United States          
Bankruptcy Court for the District of Delaware.                          

   Set forth below is certain information concerning persons            
who are executive officers of the Company                               

       Name                    Office Held                Age           

Robert J. Pasquarelli*   Director, President and Chief    49            
                         Executive Officer of the                       
                         Company since prior to 1991.                   

Paul Roik                Vice President-Finance and       44            
                         Treasurer of the Company                       
                         since prior to 1991.                           

John R. Sullivan         Vice President-Industrial        50            
                         Relations of the Company                       
                         since prior to 1991.                           

Joseph Lahita            Vice President-Operations of the 50            
                         Company since prior to 1991.                   

Gary Giovannetti         Vice President-Sales and         45            
                         Marketing of the Company                       
                         since June 1991; prior thereto                 
                         employee of the Company                        
                         since February 1991 to June 1991;              
                         prior thereto Vice President-Sales             
                         and Marketing Northern Precision               
                         Casting Company since prior to 1991.           

--------------------                                                    

*   Mr. Pasquarelli resigned as President, Chief Executive              
    Officer and a director of the Company effective January 17,         
    1996.                                                               

    Each executive officer is appointed by the Board of Directors       
and holds office until the first meeting of directors following         
the annual meeting of stockholders and until his successor is           
duly chosen and qualified.                                              

    During Fiscal 1995, two officers of the Company failed to           
file timely reports on transactions in the Company's stock as           
follows:  Paul Roik, Vice President, Finance, five reports              
regarding nine transactions; and John Sullivan, Vice President,         
Human Resources, six reports regarding eleven transactions.  All        
such transactions were subsequently reported on an untimely filed       
Form 5.                                                                 

Item 11. Executive Compensation                                         

    The Summary Compensation Table below sets forth individual          
compensation information for each of the Company's last three           
fiscal years on the Chief Executive Officer ("CEO") and the four        
other most highly paid executive officers who were serving as           
such at the end of the Company's fiscal year ended November 30,         
1995 and whose total annual salary and bonus for such fiscal year       
exceeded $100,000.                                                      

                                                                · Download Table
                    SUMMARY COMPENSATION TABLE                              

                                                          Long Term         
                                                        Compensation        
                                                            Awards          

Name and                 Annual Compensation                                
Principal                --------------------       Stock       All Other   
Position                 Year   Salary  Bonus      Options   Compensation(1)
                                                 (in Shares)                
                                                                            
Robert J. Pasquarelli(2) 1995 $245,000 $   -           -             $61,915
CEO, President           1994  235,000     -           -              62,598
                         1993  225,000  25,000         -              61,236

Paul Roik                1995  141,500     -           -              31,403
Vice President-          1994  136,000     -           -              28,109
Finance and Treasurer    1993  131,000     -           -              28,820

Gary Giovannetti         1995  132,100     -           -              36,278
Vice President-          1994  127,000     -           -              26,849
Sales and Marketing      1993  122,000     -           -              24,760

Joseph Lahita            1995  121,800     -           -              27,007
Vice President-          1994  116,000     -           -              25,309
Operations               1993  111,000     -           -              23,220

John R. Sullivan         1995  115,500     -           -               6,030
Vice President-          1994  112,000     -           -               3,845
Industrial Relations     1993  108,000     -           -              12,026

------------------------                                                    
<F1)                                                                        
(1)  Includes amounts allocated under the Company's Executive               
     Thrift Savings Plan and the Company's Profit Sharing Plan.             
     For 1995, the amounts allocated under the Company's Executive          
     Thrift Savings Plan and the Company's Profit Sharing Plan              
     were, respectively, as follows:  Robert J. Pasquarelli -               
     $37,611, $12,116; Paul Roik - $20,959, $4,264; Gary                    
     Giovannetti - $19,643, $4,264; Joseph Lahita - $18,201,                
     $4,264; and John R. Sullivan - $-0-, $2,665.  The Executive            
     Thrift Savings Plans was terminated on December 31, 1995 and           
     the accounts were distributed to the participants.                     

<F2>                                                                        
(2)  Mr. Pasquarelli resigned as President and Chief Executive              
     Officer effective January 17, 1996.  In connection therewith,          
     the Company entered into an agreement with Mr. Pasquarelli             
     covering severance payments to Mr. Pasquarelli through                 
     December 31, 1996.                                                     
[/FN]                                                                       

    The above table does not include any amounts for personal               
benefits because, in any individual case, such amounts do not               
exceed the lesser of $50,000 or 10% of such individual's cash               
compensation.                                                               

    Robert J. Pasquarelli resigned as President Chief Executive             
Officer and a director of the Company effective January 17, 1996.           
In connection therewith, the Company entered into an agreement              
with Mr. Pasquarelli covering severance payments (the "Severance            
Agreement").  Notwithstanding the terms of Mr. Pasquarelli's                
employment agreement with the Company, the Severance Agreement              
provides that Mr. Pasquarelli will continue to receive his annual           
salary through December 31, 1996 rather than September 22, 1996             
as provided for in the employment agreement.  Mr. Pasquarelli               
will also receive an incentive bonus provided for in the                    
employment agreement for the fiscal year ending November 31, 1996           
prorated through September 22, 1996.                                        

Compensation of Directors                                                   

    Mr. LeBuhn receives an annual director's fee of $30,000.  In            
addition, Mr. LeBuhn is paid $1,000 per meeting attended plus               
reasonable travel expenses.  Messrs. Hahnloser and Trosch are               
employees of Von Roll and receive no director's fees as such for            
serving as directors of the Company.  Mr. Pasquarelli, who was an           
employee of the Company, received no director's fee.  Mr. Beebe,            
a member of Jacobs Persinger & Parker, general counsel to the               
Company, receives no director's fee as such for serving as a                
director of the Company.                                                    

Option Tables.                                                              

    The following table sets forth option exercise activity in              
the last fiscal year and the fiscal year-end option values with             
respect to the CEO and each of the executive officers named in              
the Summary Compensation Table.  There were no grants of stock              
options made during Fiscal 1995.                                            

                                                                · Download Table
             Aggregate Option Exercises in the Fiscal                         
               Year Ended November 30, 1995 and the                           
                 November 30, 1995 Option Values                              

                                                                 Values of    
                                               Number of         Unexercised  
                                               Unexercised       In-the-money 
                                               Options at        Options at   
                                               11/30/95          11/30/95     

                  Shares                                                      
                  Acquired       Value         Exercisable/      Exercisable/ 
Name              On Exercise    Realized      Unexercisable     Unexercisable
----              -----------    --------      -------------     -------------
                                                                              
Robert J.                                                                     
  Pasquarelli        27,130      $126,154           --/--            --/--    

Gary Giovannetti         --            --       15,000/--        $3,750/--    

Paul Roik                --            --           --/--            --/--    

John R. Sullivan         --            --           --/--            --/--    

Joseph Lahita            --            --       25,000/--            --/--    


Item 12. Security Ownership of Certain                                          
Beneficial Owners and Management                              

The following table sets forth certain information regarding            
the beneficial ownership as of February 10, 1996 of Common Stock                
of the Company by the only persons who, to the knowledge of the                 
Board of Directors, own more than five percent of the outstanding               
shares:                                                                         

Name and Address              Amount Owned          Percentage        
of Beneficial Owner           Beneficially           of Class         

Von Roll Holding Ltd.           3,561,500               60.2%         
CH-4563, Gerlafingen                                                  
Switzerland                                                           

William D. Witter, Inc.           427,766*               7.2%         
153 East 53rd Street                                                  
New York, New York                                                    

* as of December 31, 1995                                                       

Von Roll has sole voting and investment power over the                  
shares it owns.                                                                 

As of February 10, 1996, Mr. Pasquarelli owned beneficially             
250 shares of Common Stock of the Company.  As of February 10,                  
1996, all directors and officers, including Mr. Pasquarelli, as                 
a group, owned beneficially a total of 43,750 shares (.7%) of                   
the Common Stock of the Company.  The beneficial owners have                    
sole voting and investing power over the shares owned.  No other                
directors owned any shares of the Company.  Mr. Hahnloser owns                  
shares of common stock of Von Roll representing less than .5% of                
the Von Roll common stock outstanding.                                          

Item 13. Certain Relationships and Related Transactions                         

From 1988 to 1993, the Company was the holder of                        
approximately one-third of the outstanding common stock of A.J.                 
Ross Logistics, Inc. ("AJ Ross"), a publicly-held steel                         
fabricator and significant customer of the Company located in                   
Keasbey, New Jersey.  AJ Ross filed a petition for relief under                 
Chapter 11 of the Bankruptcy Code in November 1993 and                          
subsequently ceased doing business.  As a result, in November                   
1993, the Company charged approximately $5,159,000 to selling,                  
general and administrative expenses to write off trade                          
receivables due from AJ Ross.                                                   

Mr. Petrizzo, a former president of AJ Ross, the owner of a             
company which served as the construction manager in connection                  
with the Company's modernization program and a consultant to                    
several companies that performed various services for the                       
Company, was indicted by the United States District Court for                   
the Eastern District of New York alleging that Mr. Petrizzo was                 
a member of an organized crime family and was involved in a                     
criminal conspiracy.  In June 1995, after a jury trial, Mr.                     
Petrizzo was acquitted of all charges.  In September 1995, Mr.                  
Petrizzo was indicted again by the United States District Court                 
for the Eastern District of New York charging Mr. Petrizzo with                 
involvement in a different criminal conspiracy.  To the                         
knowledge of the Company, prior to such indictments Mr. Petrizzo                
had no prior criminal record.  The Company no longer does any                   
business with any entity with which Mr. Petrizzo has a                          
relationship.                                                                   

In a letter dated July 7, 1994, the staff of the Commission             
informed the Company that it is conducting a private inquiry                    
into whether there have been violations of the federal                          
securities laws.  The staff requested that the Company provide                  
it with all documents concerning its investments in AJ Ross's                   
Keasbey property and the modernization program.  The staff                      
letter states that its request for documents should not be                      
construed as an indication by the Commission or its staff that                  
any violations of law have occurred, nor should it be considered                
a reflection upon any person, entity or security.  The Company                  
is cooperating with the staff and, in August 1994, provided the                 
requested documents.    There have been no further developments                 
in this matter since August of 1994.  See "Certain Relationships                
and Related Transactions."                                                      

The Company has an investment in Excel Mining Systems, Inc.             
("Excel"), which operates in a mining-related industry.  The                    
Company is the holder of (I) all of Excel's outstanding                         
preferred stock, and (ii) approximately 31% of Excel's                          
outstanding common stock.  Holders of the preferred stock have                  
the right, as a class, to elect two directors to Excel's board.                 
Excel's board currently consists of three directors.  Paul Roik,                
the Vice President, Finance, of the Company holds a seat on                     
Excel's board.  Excel is a customer of the Company and purchased                
$8,917,000 of rebar in Fiscal 1995.                                             

The Company has a Technical Services and Management                     
Consulting Agreement with Von Roll dated as of April 1, 1987                    
pursuant to which Von Roll provides certain management and                      
operational services to the Company.  The fee payable under the                 
Agreement is to be renegotiated annually.  The Company incurred fees of         
$450,000 in Fiscal 1995 and has agreed to fees                                  
of $450,000, based upon the anticipated services, for fiscal                    
year 1996.  The terms of any extension, amendment or                            
modification of the Agreement will be no less favorable to the                  
Company than those that could be obtained from unaffiliated                     
third parties.  The amount of the annual fee and the terms of                   
any extension, amendment or modification will be approved by the                
Board of Directors and a majority of the directors who are not                  
employees of the Company and Von Roll.                                          

The Company on occasion makes loans to employees primarily              
in connection with their purchases of housing.  At November 30,                 
1995,  there is an outstanding a loan of $189,000 to Mr. Roik.                  
Mr. Roik's loan bears interest at the rate of 7.5% per annum and                
matures in November 1996.  There is also an outstanding loan of                 
$150,000 to Mr. Giovannetti.  Mr. Giovannetti's loan bears                      
interest at the rate of 7.5% per annum and matures in April                     
1997.  There was also an outstanding loan of $75,000 to Mr.                     
Pasquarelli.  Mr. Pasquarelli's loan bears interest at the rate                 
of 7.5% per annum and matures in February 1997.                                 

H. Georg Hahnloser and Hans G. Trosch, directors of the                 
Company, are executive officers of Von Roll, the majority                       
stockholder of the Company.                                                     

Walter H. Beebe, a director, and Thomas W. Jackson,                     
Secretary of the Company, are partners in the law firm of Jacobs                
Persinger & Parker, general counsel to the Company.  Jacobs                     
Persinger & Parker also provides legal services to Von Roll.                    
During the fiscal year ended November 30, 1995, the Company made                
payments to that firm for services rendered and disbursements                   
incurred aggregating $500,265.                                                  

PART IV               

Item 14. Exhibits, Financial Statements,                                        
Schedules, and Reports on Form 8-K                            

1.   The following financial statements are filed as part of            
this report:                                                                    

See Index to Financial Statements and Schedule on page        
F-1 of this Report.                                                             

2.   The following financial statement schedules are filed              
as part of this report:                                                         

See Index to Financial Statements and Schedule on page        
F-1 of this Report.                                                             

Schedules other than those listed on the Index to             
Financial Statements and Schedule are omitted as the required                   
information is either not applicable or is included in the                      
financial statements or notes thereto.                                          

3.   Exhibits:                                                                  

3(a) -- Restated Certificate of Incorporation, as amended--Incorporated by      
    reference to Exhibit 3(a) of the Company's Registration Statement on
Form S-1 (No. 33-13298).                                        

3(b) -- By-laws, as amended--Incorporated by reference to Exhibit 3(b) to the   
    Company's Annual Report on Form 10-K for the year ended November 30,
1993 (File No. 0-15838).                                        

4(a) -- Form of Certificate for shares of Common Stock of the                   
Company-- Incorporated by reference to Exhibit 4(a) of          
the Company's Registration Statement on Form S-1 (No.           
33-13298).                                                      

10(a)-- Electricity Supply Contract between Company and                         
Central Jersey Power & Light Company effective May              
1985--Incorporated by reference to Exhibit 10(d) of             
the Company's Registration Statement on Form S-1 (No.           
33-13298).                                                      

10(b)-- Technical Services and Management Consulting Agreement                  
between the Company and Von Roll Ltd. dated as of               
April 1, 1987--Incorporated by reference to Exhibit             
10(e) of the Company's Registration Statement on Form           
S-1 (No. 33-13298).                                             

10(c)-- Incentive Stock Option Plan of Company adopted October                  
2, 1987 with amendments--Incorporated by reference to           
Exhibit 10(f) of the Company's Registration Statement           
on Form S-1 (No. 33-13298).                                     

10(d)-- Form of Stock Option Agreement--Incorporated by                         
reference to Exhibit 4(b) of the Company's                      
Registration Statement on Form S-8 (No. 33-17435).              

10(e)-- Indemnity Agreement between the Company and Von Roll                    
Ltd. dated as of April 1, 1987--Incorporated by                 
reference to Exhibit 10(g) of the Company's                     
Registration Statement on Form S-1 (No. 33-13298).              

10(f)-- New Jersey Steel Corporation Executive Thrift Savings                   
Plan--Incorporated by reference to Exhibit 10(I) of             
the Company's Registration Statement on Form S-1 (No.           
33-13298).                                                      

10(g)-- New Jersey Steel Corporation Thrift Savings Plan (as                    
amended 1994)--Incorporated by reference to Exhibit             
10(g) of the Company's Annual Report on Form 10-K for           
the year ended November 30, 1994 (File No. 0-15838).            

10(h)-- New Jersey Steel Corporation Thrift Trust Savings                       
Agreement (as amended 1994)--Incorporated by reference          
to Exhibit 10(h) of the Company's Annual Report on              
Form 10-K for the year ended November 30, 1994 (File            
No. 0-15838).                                                   

10(i)-- Registration Agreement between the Company and Von                      
Roll Ltd. dated as of April 1, 1987--Incorporated by            
reference to Exhibit 10(h) of the Company's                     
Registration Statement on Form S-1 (No. 33-13298).              

10(j)-- Employment Agreement dated September 23, 1993 between                   
the Company and Robert J. Pasquarelli--Incorporated by          
reference to Exhibit 10(k) to the Company's Annual              
Report on Form 10-K for the year ended November 30,             
1993 (File No. 0-15838).                                        

10(k)-- Revolving Loan and Security Agreement dated March 31,                   
1993, as amended by Amendment dated April 1994, as              
amended by Second Amendment dated May 31, 1994, as              
amended by Third Amendment dated December 31, 1994              
--Incorporated by reference to Exhibit 10(j) to the             
Company's Quarterly Report on Form 10-Q for the                 
quarter ended May 31, 1995 (File No. 0-15838).                  

10(l)-- Fourth Amendment, dated May 12, 1995, to the Revolving                  
Loan and Security Agreement dated March 31, 1993, as            
amended by Amendment dated April 1994, as amended by            
Second Amendment dated May 31, 1994, as amended by              
Third Amendment dated December 31, 1994--Incorporated           
by reference to Exhibit 10(k) to the Company's                  
Quarterly Report on Form 10-Q for the quarter ended             
May 31, 1995 (File No. 0-15838).                                

10(m)-- Fifth Amendment, dated August 29, 1995, to the                          
Revolving Loan and Security Agreement dated March 31,           
1993, as amended by Amendment dated April 1994, as              
amended by Second Amendment dated May 31, 1994, as              
amended by Third Amendment dated December 31, 1994, as          
amended by Fourth Amendment dated May 12, 1995                  
--Incorporated by reference to Exhibit 10(k) to the             
Company's Quarterly Report on Form 10-Q for the                 
quarter ended August 31, 1995 (File No. 0-15838).               

10(n)-- Financial Statements of Excel Mining Systems, Inc.--To                  
be filed by amendment.                                          

23   --   Consent of KPMG Peat Marwick LLP.                                     

27   --   Financial Data Schedule.                                              

SIGNATURES              

Pursuant to the requirements of Section 13 or 15(b) of the              
Securities Exchange Act of 1934, the registrant has duly caused                 
this report to be signed on its behalf by the undersigned,                      
thereunto duly authorized.                                                      

February 28, 1996                                                               

      NEW JERSEY STEEL CORPORATION

By:/s/ Paul Roik      
                --------------------------------
          Paul Roik, Vice President,
     Finance and Treasurer

Pursuant to the requirements of the Securities Exchange Act             
of 1934, this report has been signed below by the following                     
persons on behalf of the registrant and in the capacities and on                
the dates indicated:                                                            

Signature                   Title               Date                    

/s/ H. Georg Hahnloser     Director, Chairman   February 28,1996                
-------------------------  of the Board                                         
H. Georg Hahnloser         (Principal Executive                                 
Officer)                  

/s/ Paul Roik              Vice President -     February 28,1996                
-------------------------  Finance                                              
Paul Roik                  and Treasurer (Principal                             
Financial and Accounting  
Officer)                  

/s/ Hans G. Trosch         Director             February 28,1996                
-------------------------                                                       
Hans G. Trosch                                                                  

Director                  
-------------------------                                                       
Robert LeBuhn                                                                   

/s/ Walter H. Beebe        Director             February 28,1996                
-------------------------                                                       
Walter H. Beebe                                                                 

Exhibit 23                                                                      

Independent Auditors' Consent                                                   

The Board of Directors                                                  
New Jersey Steel Corporation:                                           

We consent to incorporation by reference in the Registration                    
Statements (No. 33-17435 and 33-52194) on Forms S-8 of New Jersey               
Steel Corporation of our report dated January 11, 1996, except as to            
the last paragraph of note 8, which is as of February 6, 1996,                  
relating to the consolidated balance sheets of New Jersey Steel                 
Corporation and subsidiary as of November 30, 1995 and 1994 and the             
related consolidated statements of operations, stockholders' equity,            
and cash flows and related schedule for each of the years in the                
three-year period ended November 30, 1995, which report appears in              
the November 30, 1995 annual report on Form 10-K of New Jersey Steel            
Corporation.                                                                    

KPMG Peat Marwick LLP     

Short Hills, New Jersey                                                 
February 27, 1996                                                       

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		9/22/92		1
		9/25/92		1
		11/30/92		1		5
		12/1/92		1		7
		3/31/93		7
		9/23/93		7
		11/30/93		1		7
		4/1/94		1
		5/2/94		1		7
		5/31/94		7
		6/7/94		1		7
		7/7/94		1		7
		9/7/94		1
		9/22/94		7
		11/30/94		1		7			10-K405
		12/15/94		1		7
		12/31/94		7
		2/1/95		7
		3/9/95		7
		3/15/95		7
		5/12/95		7
		5/31/95		7					10-Q
		8/29/95		7
		8/31/95		7					10-Q
For The Period Ended		11/30/95		1		7			10-K/A
		12/12/95		7
		12/15/95		1		7
		12/21/95		7
		12/31/95		7
		1/11/96		3		7
		1/17/96		7
		2/6/96		3		7
		2/8/96		1
		2/10/96		7
		2/14/96		1
		2/27/96		7
Filed On / Filed As Of		2/28/96		7
		3/8/96		1		7
		3/31/96		1		7
		9/22/96		7
		11/30/96		7					10-K
		12/1/96		7
		12/31/96		7
		3/31/97		1					10-Q
		4/30/97		7
		12/31/98		7
		12/31/0		1		7
Top									List All Filings