<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 2005
                                                REGISTRATION NO. 333-________

================================================================================

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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             METAL MANAGEMENT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                        94-2835068
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                              NUMBER)

                        500 N. DEARBORN STREET, SUITE 405
                                CHICAGO, IL 60610
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

               METAL MANAGEMENT, INC. EMPLOYEE STOCK PURCHASE PLAN

                            (FULL TITLE OF THE PLAN)

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

                                 ROBERT C. LARRY
                             CHIEF FINANCIAL OFFICER
                             METAL MANAGEMENT, INC.
                        500 N. DEARBORN STREET, SUITE 405
                             CHICAGO, ILLINOIS 60610
                                 (312) 645-0700

                      (NAME, ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   COPIES TO:

                              E. WILLIAM BATES, II
                               KING & SPALDING LLP
                           1185 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 556-2100

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                         Proposed Maximum    Proposed Maximum    Amount of
         Title of Securities              Amount        Offering Price Per  Aggregate Offering  Registration
          to be Registered         to be Registered(1)       Share(2)             Price(2)           Fee
---------------------------------  -------------------  ------------------  ------------------  ------------
<S>                                <C>                  <C>                 <C>                 <C>
Common Stock, par value $0.01 per       1,000,000              $26.64            $26,640,000      $3,135.53
share
</TABLE>

(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
      "Securities Act") this Registration Statement also covers such
      indeterminate number of additional shares as may be offered and issued
      under the plan to prevent dilution resulting from any equity restructuring
      or change in capitalization of the Registrant, including, but not limited
      to, spin offs, stock dividends, large non-recurring dividends, rights
      offering, stock splits or similar transactions. In addition, pursuant to
      Rule 416(c) under the Securities Act, this Registration Statement also
      covers an indeterminate amount of interests to be offered or sold pursuant
      to the employee benefit plan described herein.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) and Rule 457(h)(1) on the basis of the average of
      the high and low sale prices of the Registrant's common stock as reported
      on The Nasdaq National Market on September 14, 2005.

================================================================================

<PAGE>

                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 relates to 1,000,000 shares of
common stock, par value $0.01 per share (the "Common Stock"), of the Registrant
to be issued under the Registrant's Employee Stock Purchase Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to the participants in the Plan, as specified by Rule
428(b)(1) of the Securities Act. In accordance with the instructions of Part I
of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus meeting the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Commission by the Registrant
pursuant to the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are hereby incorporated by reference into this
Registration Statement:

      1.    The Registrant's Annual Report on Form 10-K for the year ended March
            31, 2005.

      2.    The Registrant's Quarterly Report on Form 10-Q for the three months
            ended June 30, 2005.

      3.    The Registrant's Current Reports on Form 8-K dated May 12, 2005, May
            27, 2005, July 22, 2005 and August 12, 2005.

      4.    The portions of the Registrant's Proxy Statement for its 2005 Annual
            Meeting of Stockholders that have been incorporated by reference
            into its Annual Report on Form 10-K.

      5.    The description of the Registrant's Common Stock contained in its
            Registration Statement on Form 8-A (File No. 000-14836) dated August
            23, 2001, filed under Section 12(g) of the Exchange Act.

      In addition, all documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

      Any statement contained in the documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (the "DGCL"), provides
that a Delaware corporation may indemnify any persons who were, are or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, were or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer, director,
employee or agent is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.

      Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

      Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director of a corporation to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a director (i) for
any breach of the directors' duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (relating to unlawful payment of dividends and unlawful stock purchase
and redemption) or (iv) for any transaction from which the director derived an
improper personal benefit.

      The Registrant's amended and restated certificate of incorporation
provides that none of the Registrant's directors will be liable to the
Registrant or its stockholders for monetary damages for a breach of fiduciary
duty, except for liability (i) for any breach of the director's duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the Registrant's
amended and restated certificate of incorporation and amended and restated
bylaws require indemnification of any person who was or is made, or threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, because of
his or her status as a

<PAGE>

director, officer, employee or agent of the Registrant, or service at the
Registrant's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person. The Registrant is obligated to pay these
amounts only if the director, officer, employee or agent acted in good faith and
in a manner that he or she reasonably believed to be in or not opposed to the
Registrant's best interests. Further, the Registrant's amended and restated
bylaws provide the Registrant may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Registrant or is or was serving at the Registrant's request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

      A list of exhibits filed with this Registration Statement is in the
Exhibit Index that immediately precedes such exhibits and is incorporated by
reference herein.

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

      provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply
      if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed with or furnished
      to the Commission by the Registrant pursuant to Section 13 or Section
      15(d) of the Exchange Act that are incorporated by reference in the
      Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

<PAGE>

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for the purposes
            of determining any liability under the Securities Act, each filing
            of the Registrant's annual report pursuant to Section 13(a) or 15(d)
            of the Exchange Act (and, where applicable, each filing of an
            employee benefit plan's annual report pursuant to Section 15(d) of
            the Exchange Act) that is incorporated by reference in the
            Registration Statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Commission such indemnification is against public
            policy as expressed in the Securities Act and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than the payment by the Registrant of
            expenses incurred or paid by a director, officer or controlling
            person of the Registrant in the successful defense of any action,
            suit or proceeding) is asserted by such director, officer or
            controlling person in connection with the securities being
            registered, the Registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Securities Act and will be governed by the final adjudication of
            such issue.
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 13th day of
September, 2005.

                                      METAL MANAGEMENT, INC.

                                      By: /s/ Robert C. Larry
                                          --------------------------------------
                                          Robert C. Larry
                                          Chief Financial Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints and hereby authorizes each of Daniel W. Dienst
and Robert C. Larry his true and lawful attorney-in-fact, acting alone, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign on such person's behalf,
individually and in each capacity stated below, any and all amendments
(including any post-effective amendments and supplements) to this registration
statement, and any additional registration statements filed pursuant to Rule
462(b), and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the SEC, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and to all intents and purposes
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 13th day of September, 2005.

     /s/ Daniel W. Dienst      Chairman of the Board, Chief Executive Officer,
-----------------------------  President and Director
       Daniel W. Dienst        (Principal Executive Officer)

     /s/ Robert C. Larry       Executive Vice President, Finance and Chief
-----------------------------  Financial Officer
       Robert C. Larry         (Principal Financial Officer)

     /s/ Amit N. Patel         Vice President, Finance and Controller
-----------------------------  (Principal Accounting Officer)
       Amit N. Patel

     /s/ John T. DiLacqua      Director
-----------------------------
       John T. DiLacqua

     /s/ Robert Lewon          Director
-----------------------------
       Robert Lewon

     /s/ Kevin P. McGuinness   Director
-----------------------------
       Kevin P. McGuinness

<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, state of New York, on the
13th day of September, 2005.

                                        METAL MANAGEMENT, INC. EMPLOYEE STOCK
                                        PURCHASE PLAN

                                        By:   /s/ Gerald E. Morris
                                            ------------------------------------
                                            Gerald E. Morris, Chairman
                                            Compensation Committee of the
                                            Board of Directors

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                  DESCRIPTION
-------   ----------------------------------------------------------------------
<S>       <C>
4.1       Second Amended and Restated Certificate of Incorporation (incorporated
          by reference to Exhibit 3.1 of the Registrant's Annual Report on Form
          10-K for the year ended March 31, 2001)

4.2       Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2
          of the Registrant's Annual Report on Form 10-K for the year ended
          March 31, 2003)

4.3       Series A Warrant Agreement, dated June 29, 2001 by and among Metal
          Management, Inc. and LaSalle Bank National Association, as Warrant
          Agent (incorporated by reference to Exhibit 4.1 of the Registrant's
          Annual Report on Form 10-K for the year ended March 31, 2001)

4.4       Form of Series B Warrant Agreement (incorporated by reference to
          Exhibit 4.3 of the Registrant's Annual Report on Form 10-K for the
          year ended March 31, 2001)

4.5       Form of Series C Warrant Agreement (incorporated by reference to
          Exhibit 4.4 of the Registrant's Annual Report on Form 10-K for the
          year ended March 31, 2001)

4.6       Credit Agreement, dated as of June 28, 2004, among Metal Management,
          Inc. and LaSalle Bank National Association (incorporated by reference
          to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated
          June 28, 2004)

4.7       Amendment No. 1 to Credit Agreement, dated March 1, 2005, among Metal
          Management, Inc. and LaSalle Bank National Association (incorporated
          by reference to Exhibit 4.1 of the Registrant's Current Report on Form
          8-K dated March 1, 2005)

4.8       Amendment No. 2 to Credit Agreement, dated May 9, 2005, among Metal
          Management, Inc. and LaSalle Bank National Association (incorporated
          by reference to Exhibit 4.1 of the Registrant's Current Report on Form
          8-K dated May 12, 2005)

4.9       Metal Management, Inc. Employee Stock Purchase Plan

5.1       Opinion of King & Spalding LLP

23.1      Consent of Independent Registered Public Accounting Firm

23.2      Consent of King & Spalding LLP (included as part of Exhibit 5.1)

24.1      Power of Attorney (included in signature pages)
</TABLE>
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{"company-data": {"conformed-name": "METAL MANAGEMENT INC", "cik": "0000795665", "assigned-sic": "5090", "irs-number": "942835068", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128372", "film-number": "051088755"}, "business-address": {"street1": "500 N DEARBORN ST", "street2": "STE 405", "city": "CHICAGO", "state": "IL", "zip": "60610", "phone": "3126450700"}, "mail-address": {"street1": "500 N. DEARBORN STREET", "street2": "SUITE 405", "city": "CHICAGO", "state": "IL", "zip": "60610"}, "former-company": {"former-conformed-name": "GENERAL PARAMETRICS CORP /DE/", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 2005
                                                REGISTRATION NO. 333-________

================================================================================

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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             METAL MANAGEMENT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                        94-2835068
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                              NUMBER)

                        500 N. DEARBORN STREET, SUITE 405
                                CHICAGO, IL 60610
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

               METAL MANAGEMENT, INC. EMPLOYEE STOCK PURCHASE PLAN

                            (FULL TITLE OF THE PLAN)

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

                                 ROBERT C. LARRY
                             CHIEF FINANCIAL OFFICER
                             METAL MANAGEMENT, INC.
                        500 N. DEARBORN STREET, SUITE 405
                             CHICAGO, ILLINOIS 60610
                                 (312) 645-0700

                      (NAME, ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   COPIES TO:

                              E. WILLIAM BATES, II
                               KING & SPALDING LLP
                           1185 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 556-2100

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

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum    Amount of
         Title of Securities              Amount        Offering Price Per  Aggregate Offering  Registration
          to be Registered         to be Registered(1)       Share(2)             Price(2)           Fee
---------------------------------  -------------------  ------------------  ------------------  ------------
Common Stock, par value $0.01 per       1,000,000              $26.64            $26,640,000      $3,135.53
share
(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
      "Securities Act") this Registration Statement also covers such
      indeterminate number of additional shares as may be offered and issued
      under the plan to prevent dilution resulting from any equity restructuring
      or change in capitalization of the Registrant, including, but not limited
      to, spin offs, stock dividends, large non-recurring dividends, rights
      offering, stock splits or similar transactions. In addition, pursuant to
      Rule 416(c) under the Securities Act, this Registration Statement also
      covers an indeterminate amount of interests to be offered or sold pursuant
      to the employee benefit plan described herein.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) and Rule 457(h)(1) on the basis of the average of
      the high and low sale prices of the Registrant's common stock as reported
      on The Nasdaq National Market on September 14, 2005.

================================================================================
EXPLANATORY NOTE

      This Registration Statement on Form S-8 relates to 1,000,000 shares of
common stock, par value $0.01 per share (the "Common Stock"), of the Registrant
to be issued under the Registrant's Employee Stock Purchase Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to the participants in the Plan, as specified by Rule
428(b)(1) of the Securities Act. In accordance with the instructions of Part I
of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus meeting the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Commission by the Registrant
pursuant to the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are hereby incorporated by reference into this
Registration Statement:

      1.    The Registrant's Annual Report on Form 10-K for the year ended March
            31, 2005.

      2.    The Registrant's Quarterly Report on Form 10-Q for the three months
            ended June 30, 2005.

      3.    The Registrant's Current Reports on Form 8-K dated May 12, 2005, May
            27, 2005, July 22, 2005 and August 12, 2005.

      4.    The portions of the Registrant's Proxy Statement for its 2005 Annual
            Meeting of Stockholders that have been incorporated by reference
            into its Annual Report on Form 10-K.

      5.    The description of the Registrant's Common Stock contained in its
            Registration Statement on Form 8-A (File No. 000-14836) dated August
            23, 2001, filed under Section 12(g) of the Exchange Act.

      In addition, all documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

      Any statement contained in the documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (the "DGCL"), provides
that a Delaware corporation may indemnify any persons who were, are or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, were or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer, director,
employee or agent is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.

      Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

      Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director of a corporation to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a director (i) for
any breach of the directors' duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (relating to unlawful payment of dividends and unlawful stock purchase
and redemption) or (iv) for any transaction from which the director derived an
improper personal benefit.

      The Registrant's amended and restated certificate of incorporation
provides that none of the Registrant's directors will be liable to the
Registrant or its stockholders for monetary damages for a breach of fiduciary
duty, except for liability (i) for any breach of the director's duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the Registrant's
amended and restated certificate of incorporation and amended and restated
bylaws require indemnification of any person who was or is made, or threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, because of
his or her status as a
director, officer, employee or agent of the Registrant, or service at the
Registrant's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person. The Registrant is obligated to pay these
amounts only if the director, officer, employee or agent acted in good faith and
in a manner that he or she reasonably believed to be in or not opposed to the
Registrant's best interests. Further, the Registrant's amended and restated
bylaws provide the Registrant may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Registrant or is or was serving at the Registrant's request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

      A list of exhibits filed with this Registration Statement is in the
Exhibit Index that immediately precedes such exhibits and is incorporated by
reference herein.

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

      provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply
      if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed with or furnished
      to the Commission by the Registrant pursuant to Section 13 or Section
      15(d) of the Exchange Act that are incorporated by reference in the
      Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.
(3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for the purposes
            of determining any liability under the Securities Act, each filing
            of the Registrant's annual report pursuant to Section 13(a) or 15(d)
            of the Exchange Act (and, where applicable, each filing of an
            employee benefit plan's annual report pursuant to Section 15(d) of
            the Exchange Act) that is incorporated by reference in the
            Registration Statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Commission such indemnification is against public
            policy as expressed in the Securities Act and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than the payment by the Registrant of
            expenses incurred or paid by a director, officer or controlling
            person of the Registrant in the successful defense of any action,
            suit or proceeding) is asserted by such director, officer or
            controlling person in connection with the securities being
            registered, the Registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Securities Act and will be governed by the final adjudication of
            such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 13th day of
September, 2005.

                                      METAL MANAGEMENT, INC.

                                      By: /s/ Robert C. Larry
                                          --------------------------------------
                                          Robert C. Larry
                                          Chief Financial Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints and hereby authorizes each of Daniel W. Dienst
and Robert C. Larry his true and lawful attorney-in-fact, acting alone, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign on such person's behalf,
individually and in each capacity stated below, any and all amendments
(including any post-effective amendments and supplements) to this registration
statement, and any additional registration statements filed pursuant to Rule
462(b), and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the SEC, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and to all intents and purposes
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 13th day of September, 2005.

     /s/ Daniel W. Dienst      Chairman of the Board, Chief Executive Officer,
-----------------------------  President and Director
       Daniel W. Dienst        (Principal Executive Officer)

     /s/ Robert C. Larry       Executive Vice President, Finance and Chief
-----------------------------  Financial Officer
       Robert C. Larry         (Principal Financial Officer)

     /s/ Amit N. Patel         Vice President, Finance and Controller
-----------------------------  (Principal Accounting Officer)
       Amit N. Patel

     /s/ John T. DiLacqua      Director
-----------------------------
       John T. DiLacqua

     /s/ Robert Lewon          Director
-----------------------------
       Robert Lewon

     /s/ Kevin P. McGuinness   Director
-----------------------------
       Kevin P. McGuinness
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, state of New York, on the
13th day of September, 2005.

                                        METAL MANAGEMENT, INC. EMPLOYEE STOCK
                                        PURCHASE PLAN

                                        By:   /s/ Gerald E. Morris
                                            ------------------------------------
                                            Gerald E. Morris, Chairman
                                            Compensation Committee of the
                                            Board of Directors
EXHIBIT INDEX
EXHIBIT
NUMBER                                  DESCRIPTION
-------   ----------------------------------------------------------------------
4.1       Second Amended and Restated Certificate of Incorporation (incorporated
          by reference to Exhibit 3.1 of the Registrant's Annual Report on Form
          10-K for the year ended March 31, 2001)

4.2       Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2
          of the Registrant's Annual Report on Form 10-K for the year ended
          March 31, 2003)

4.3       Series A Warrant Agreement, dated June 29, 2001 by and among Metal
          Management, Inc. and LaSalle Bank National Association, as Warrant
          Agent (incorporated by reference to Exhibit 4.1 of the Registrant's
          Annual Report on Form 10-K for the year ended March 31, 2001)

4.4       Form of Series B Warrant Agreement (incorporated by reference to
          Exhibit 4.3 of the Registrant's Annual Report on Form 10-K for the
          year ended March 31, 2001)

4.5       Form of Series C Warrant Agreement (incorporated by reference to
          Exhibit 4.4 of the Registrant's Annual Report on Form 10-K for the
          year ended March 31, 2001)

4.6       Credit Agreement, dated as of June 28, 2004, among Metal Management,
          Inc. and LaSalle Bank National Association (incorporated by reference
          to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated
          June 28, 2004)

4.7       Amendment No. 1 to Credit Agreement, dated March 1, 2005, among Metal
          Management, Inc. and LaSalle Bank National Association (incorporated
          by reference to Exhibit 4.1 of the Registrant's Current Report on Form
          8-K dated March 1, 2005)

4.8       Amendment No. 2 to Credit Agreement, dated May 9, 2005, among Metal
          Management, Inc. and LaSalle Bank National Association (incorporated
          by reference to Exhibit 4.1 of the Registrant's Current Report on Form
          8-K dated May 12, 2005)

4.9       Metal Management, Inc. Employee Stock Purchase Plan

5.1       Opinion of King & Spalding LLP

23.1      Consent of Independent Registered Public Accounting Firm

23.2      Consent of King & Spalding LLP (included as part of Exhibit 5.1)

24.1      Power of Attorney (included in signature pages)