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Exhibit 3.4

                  Resolution Adopted by the Board of Directors
                       Northwestern Steel & Wire Company

     RESOLVED, that the third and fifth sentences of Article III, Section 2 of
the Company's Bylaws be deleted and replaced with the following:

     "The Board of Directors shall be divided into two classes. Each class shall
     consist, as nearly as possible, of one-half of the total number of
     directors constituting the entire Board of Directors, and the term of
     office of one class shall expire each year. For the Annual Meeting of
     Shareholders after the fiscal year ended July 31, 1994, directors of the
     first class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting and directors of the second class shall be
     elected to hold office for a term expiring at the second succeeding annual
     meeting. Commencing with the Annual Meeting of Shareholders after the
     fiscal year ending July 31, 1996, the successors to the class of directors
     whose term shall then expire shall be elected to hold office for a term
     expiring at the second succeeding annual meeting."