SecProbe.io

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March 1, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (918) 245-9343

James Nolan
President and Chief Executive Officer
Sheffield Steel Corporation
220 N. Jefferson Street
Sand Springs, Oklahoma 74063

      Re: 	Sheffield Steel Corporation
Amendment No. 3 to Form S-4, filed February 23, 2005
	File No. 333-121176

Dear Mr. Nolan:

      We have reviewed your filing and have the following
comments.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Conditions to the Exchange Offer, page 66

1. We note your response to comment 7 in our letter of February
17,
2005.  You indicate that a failure to exercise rights under any
conditions will not mean that you have waived your right to do so.
Please note that you may not implicitly waive an offer condition
by
failing to assert it.  If you decide to waive a condition, you
must
expressly announce the decision in a manner reasonably calculated
to
inform security holders of the waiver.  Please confirm your
understanding supplementally.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

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

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

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

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

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

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

      You may contact Gus Rodriguez, Staff Accountant, at (202)
824-
5524 or Rufus Decker, Accounting Branch Chief, if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Matt Franker, Staff Attorney, at (202) 824-5495 or
me
at (202) 942-2864 with any other questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc:	Matthew J. Gardella, Esq. (via facsimile 617/316-8306)
      Stacie Aarestad, Esq.
      Palmer & Dodge LLP
      111 Huntington Avenue
      At Prudential Center
	Boston, Massachusetts 02199-7613
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James Nolan
Sheffield Steel Corporation
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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