EXHIBIT 3.6

                                     BY-LAWS

                                       OF

                            CO-STEEL SAYREVILLE, INC.

                            (A DELAWARE CORPORATION)

                                    ARTICLE I
                                     OFFICES

         SECTION 1.01 OFFICES. The Corporation shall have its registered office
in the State of Delaware, and may have such other offices and places of business
within or without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

         SECTION 2.01 PLACE OF MEETINGS. Meetings of stockholders for any
purpose may be held at such place or places, either within or without the State
of Delaware, as shall be designated by the Board of Directors, or by the
President or the Secretary with respect to meetings called by him.

         SECTION 2.02 ANNUAL MEETING. The annual meeting of stockholders shall
be held on such date as may be determined by the Board of Directors. At such
meeting, the stockholders shall elect a Board of Directors and transact such
other business as may properly come before the meeting.

         SECTION 2.03 SPECIAL MEETINGS. Special meetings of stockholders may be
called at any time by the Board of Directors or by the President, and shall be
called by the President or Secretary at the written request of stockholders
owning a majority of the shares of the Corporation then outstanding and entitled
to vote on any question or action proposed to be brought before such meeting or
of any director.

         SECTION 2.04 NOTICE OF MEETINGS. Written notice of the annual meeting
or any special meeting of stockholders shall be given to each stockholder
entitled to vote thereat, not less than ten nor more than sixty days prior to
the meeting, except as otherwise required by statute, and shall state the time
and place and, in the case of a special meeting, the purpose or purposes of the
meeting. Notice need not be given, however, to any stockholder who submits a
signed waiver of notice, before or after the meeting, or who attends the meeting
in person or by proxy without objecting to the transaction of business.

         SECTION 2.05 QUORUM. At all meetings of stockholders, the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business, except as





otherwise provided by statute, the certificate of incorporation or these
By-Laws. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholder.

         SECTION 2.06 VOTING. (a) At each meeting of stockholders, each
stockholder having the right to vote thereat may vote in person or by proxy and,
unless otherwise provided in the Certificate of Incorporation or in any
resolution providing for the issuance of any class or series of stock adopted by
the Board of Directors pursuant to authority vested in the Board by the
Certificate of Incorporation, shall have one vote for each share of stock
registered in his name. Election of directors shall be by written ballot.

         (b) When a quorum is once present at any meeting of stockholders, a
majority of the votes cast, whether in person or represented by proxy, shall
decide any question or proposed action brought before such meeting, except for
the election of directors, who shall be elected by a plurality of the votes
cast, or unless the question or action is one upon which a different vote is
required by statute, the Certificate of Incorporation or these By-laws, in which
case such provision shall govern the vote on the decision of such question or
action.

         SECTION 2.07 ADJOURNED MEETINGS. Any meeting of stockholders may be
adjourned to a designated time and place by a vote of a majority in interest of
the stockholders present in person or represented by proxy and entitled to vote,
even though less than a quorum is present, or by the President if a quorum of
stockholders is not present. No notice of such adjourned meeting need be given,
other than by announcement at the meeting at which adjournment is taken, and any
business may be transacted at the adjourned meeting which might have been
transacted at the meeting as originally called. However, if such adjournment is
for more than thirty days, or if after such adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at such meeting.

         SECTION 2.08 ACTION BY WRITTEN CONSENT OF STOCKHOLDERS. Any action of
the stockholders required or permitted to be taken at any regular or special
meeting thereof may be taken without any such meeting, notice of meeting or vote
if a consent or consents in writing, setting forth the action thereby taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would have been necessary to authorize such action
at a meeting at which all shares entitled to vote were present and voted and
shall be delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Each written consent shall bear the date of signature
of each stockholder who signs such consent. No written consent shall be
effective to take the corporate action referred to therein unless, within sixty
days of the earliest dated consent delivered in the manner required by this
Section 2.08 to the Corporation, written consents signed by a sufficient number
of holders to take action are delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. For purposes of this
Section 2.08, delivery made to the registered office of the Corporation shall be
by hand or certified or registered mail, return receipt requested.





Prompt notice of the taking of any such action shall be given to any
stockholders entitled to vote who have not so consented in writing.

         SECTION 2.09 STOCKHOLDERS OF RECORD. (a) The stockholders from time to
time entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to any corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, shall be the stockholders of record as of the close of
business on a date fixed in advance by the Board of Directors as the record date
for any such purpose. Such a record date for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall not precede
the date upon which the resolution fixing such record date is adopted by the
Board of Directors and shall not be more than sixty days nor less than ten days
before the date of such meeting. Such a record date for the determination of
stockholders entitled to express consent to any corporate action in writing
without a meeting shall not precede the date upon which the resolution fixing
such record date is adopted by the Board of Directors and shall not be more than
ten days after the date upon which the resolution fixing such record date is
adopted by the Board of Directors. Such a record date for the determination of
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action shall not precede the date upon which the resolution fixing such record
date is adopted and shall be not more than sixty days prior to such action.

         (b) If the Board of Directors does not fix a record date, (1) the
record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be as of the close of business on the
day next preceding the day on which notice of such meeting is given, or, if
notice is waived as provided herein, on the day next preceding the day on which
the meeting is held; (2) the record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, where no
prior action by the Board of Directors is necessary, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office
within the State of Delaware, its principal place of business or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded; (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. For
purposes of clause (2) of this paragraph (b), delivery made to the registered
office of the Corporation shall be by hand or by certified or registered mail,
return receipt requested.

         (c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of such
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.




                                   ARTICLE III
                                    DIRECTORS

         SECTION 3.01 BOARD OF DIRECTORS. The management of the affairs,
property and business of the Corporation shall be vested in a Board of
Directors, the members of which need not be stockholders. In addition to the
power and authority expressly conferred upon it by these By-Laws and the
Certificate of Incorporation, the Board of Directors may take any action and do
all such lawful acts and things on behalf of the Corporation as are not by
statute or by the Certificate of Incorporation or these By-Laws required to be
taken or done by the stockholders.

         SECTION 3.02 NUMBER. The number of directors shall be as fixed from
time to time by the Board of Directors.

         SECTION 3.03 ELECTION AND TERM OF DIRECTORS. At each annual meeting of
the stockholders, the stockholders shall elect directors to hold office until
the next annual meeting. Each director shall hold office until the expiration of
such term and until his successor, if any, has been elected and qualified, or
until his earlier resignation or removal.

         SECTION 3.04 ANNUAL AND REGULAR MEETINGS. The annual meeting of the
Board of Directors shall be held promptly after the annual meeting of
stockholders, and regular meetings of the Board of Directors may be held at such
times as the Board of Directors may from time to time determine. No notice shall
be required for the annual or any regular meeting of the Board of Directors.

         SECTION 3.05 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the President, or by any director, upon one day's
notice to each director either personally or by mail, telephone or telegraph,
and if by telephone or telegraph confirmed in writing before or after the
meeting, setting forth the time and place of such meeting. Notice of any special
meeting need not be given, however, to any director who submits a signed waiver
of notice, before or after the meeting, or who attends the meeting without
objecting to the transaction of business.

         SECTION 3.06 PLACE OF MEETINGS. (a) The Board of Directors may hold its
meetings, regular or special, at such places, either within or without the State
of Delaware, as it may from time to time determine, or as shall be set forth in
any notice of such meeting.

         (b) Any meeting of the Board of Directors may be held by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and such participation shall
constitute presence at the meeting.

         SECTION 3.07 ADJOURNED MEETINGS. A majority of the directors present,
whether or not a quorum, may adjourn any meeting of the Board of Directors to
another time and place. Notice of such adjourned meeting need not be given if
the time and place thereof are announced at the meeting at which the adjournment
is taken.




         SECTION 3.08 QUORUM OF DIRECTORS. A majority of the Total Number of
Directors shall constitute a quorum for the transaction of business. As used in
these By-Laws, the "Total Number of Directors" means the number of directors the
Corporation would have if there were no vacancies.

         SECTION 3.09 ACTION OF THE BOARD OF DIRECTORS. The vote of a majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless the question or action is one upon which a
different vote is required by statute, the Certificate of Incorporation or these
By-Laws, in which case such provision shall govern the vote on the decision of
such question or action. Each director present shall have one vote.

         SECTION 3.10 ACTION BY WRITTEN CONSENT OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of the
Board of Directors or of such committee consent thereto in writing, and such
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

         SECTION 3.11 RESIGNATION. A director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt by the Board of Directors or such officer, and the
acceptance of the resignation shall not be necessary to make it effective.

         SECTION 3.12 REMOVAL OF DIRECTORS. Any or all of the directors may be
removed with or without cause by the stockholders.

         SECTION 3.13 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from an increase in the number of directors or vacancies
occurring in the Board of Directors for any reason except the removal of
directors without cause may be filled by a vote of the majority of the directors
then in office, although less than a quorum. Vacancies occurring by reason of
the removal of directors without cause shall be filled by a vote of the
stockholders. A director elected to fill a newly created directorship or to fill
any vacancy shall hold office until the next annual meeting of stockholders, and
until his successor, if any, has been elected and qualified.

         SECTION 3.14 CHAIRMAN. At all meetings of the Board of Directors the
Chairman of the Board or, if one has not been elected or appointed or in his
absence, a chairman chosen by the directors present at such meeting, shall
preside.

         SECTION 3.15 COMMITTEES APPOINTED BY THE BOARD OF DIRECTORS. The Board
of Directors may, by resolution passed by a majority of the Total Number of
Directors, designate one or more committees, each committee to consist of one or
more of the directors. The Board may also designate one or more directors as
alternate members of any committee who may replace any absent or disqualified
committee member at any committee meeting. Any such committee, to the extent
provided in the resolution, except as restricted by law, shall have and may
exercise the powers of the Board of Directors in the management of the affairs,
business and





property of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.

         SECTION 3.16 COMPENSATION. No compensation shall be paid to directors,
as such, for their services, but the Board of Directors may authorize payment of
a fixed sum and expenses for attendance at each annual, regular or special
meeting of the Board of Directors. Nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 4.01 OFFICERS, ELECTION AND TERM. (a) At its annual meeting the
Board of Directors shall elect or appoint a President and a Secretary and may,
in addition, elect or appoint at any time such other officers as it may
determine. Any number of officers may be held by the same person.

         (b) Unless otherwise specified by the Board of Directors, each officer
shall be elected or appointed to hold office until the annual meeting of the
Board of Directors next following his election or appointment and until his
successor, if any, has been elected or appointed and qualified, or until his
earlier resignation or removal.

         (c) Any officer may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof, and the acceptance of the resignation shall not be necessary to
make it effective.

         (d) Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause. Any vacancy occurring
in any office by reason of death, resignation, removal or otherwise may be
filled by the Board of Directors.

         SECTION 4.02 POWERS AND DUTIES. The officers, agents and employees of
the Corporation shall each have such powers and perform such duties in the
management of the affairs, property and business of the Corporation, subject to
the control of and limitation by the Board of Directors, as generally pertain to
their respective officers, as well as such powers and duties as may be
authorized from time to time by the Board of Directors.

         SECTION 4.03 SURETIES AND BONDS. If the Board of Directors shall so
require, any officer, agent or employee of the Corporation shall furnish to the
Corporation a bond in such sum and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his duties to
the Corporation and including responsibility for negligence and for the
accounting for all property, funds or securities of the Corporation which may
come into his hands.




                                    ARTICLE V
                       CERTIFICATES AND TRANSFER OF SHARES

         SECTION 5.01 CERTIFICATES. The shares of stock of the Corporation shall
be represented by certificates, as provided by the General Corporation Law of
the State of Delaware. They shall be numbered and entered in the books of the
Corporation as they are issued.

         SECTION 5.02 LOST OR DESTROYED CERTIFICATES. The Board of Directors may
in its discretion authorize the issuance of a new certificate or certificates in
place of any certificate or certificates theretofore issued by the Corporation,
alleged to have been lost, stolen or destroyed. As a condition of such issuance,
the Board of Directors may require, either generally or in each case, the record
holder of such certificates, or his legal representative, to furnish an
affidavit setting forth the facts of such alleged loss, theft or destruction,
together with proof of advertisement of the alleged loss, theft or destruction,
and a bond with such surety and in such form and amount as the Board may specify
indemnifying the Corporation, any transfer agent and registrar against any claim
against any of them relating to such lost, stolen or destroyed certificates.

         SECTION 5.03 TRANSFER OF SHARES. (a) Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares or other
securities of the Corporation duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled thereto, and cancel the old certificate,
except to the extent the Corporation or such transfer agent may be prevented
from so doing by law, by the order or process of any court of competent
jurisdiction, or under any valid restriction on transfer imposed by the
Certificate of Incorporation, these By-Laws, or agreement of security holders.
Every such transfer shall be entered on the transfer books of the Corporation.

         (b) The Corporation shall be entitled to treat the holder of record of
any share or other security of the Corporation as the holder in fact thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such share or security on the part of any other person whether or not it shall
have express or other notice thereof, except as expressly provided by law.

                                   ARTICLE VI
                                 INDEMNIFICATION

         SECTION 6.01 INDEMNIFICATION. The Corporation shall indemnify the
directors and officers of the Corporation in the manner and to the extent
provided in the General Corporation Law of the State of Delaware. Such
indemnification may be in addition to any other rights to which any person
seeking indemnification may be entitled under any agreement, vote of
stockholders or disinterested directors, any provision of these By-Laws, or
otherwise. The directors and officers of the Corporation shall be fully
protected individually in making or





refusing to make any payment or in taking or refusing to take any other action
under this Article VI in reliance in good faith upon the advice of counsel to
the Corporation.

                                   ARTICLE VII
                                  MISCELLANEOUS

         SECTION 7.01 CORPORATE SEAL. The seal of the Corporation shall be
circular in form and bear the name of the Corporation, the year of its
organization and the words, "Corporate Seal, Delaware". The seal on the
certificates for shares or any corporate obligation for the payment of money, or
on any other instrument, may be a facsimile, engraved, printed or otherwise
reproduced.

         SECTION 7.02 EXECUTION OF INSTRUMENTS. All corporate instruments and
documents shall be signed or countersigned, executed, verified or acknowledged
by a proper officer or officers or such other person or persons as the Board of
Directors may from time to time designate.

         SECTION 7.03 FISCAL YEAR. The fiscal year of the Corporation shall be
as determined by the Board of Directors.

                                  ARTICLE VIII
                                   AMENDMENTS

         SECTION 8.01 AMENDMENTS. These By-Laws may be altered, amended or
repealed from time to time by the stockholders or by the Board of Directors
without the assent or vote of the stockholders.