<PAGE>   1
                                                   Registration No. 333-_______

      As filed with the Securities and Exchange Commission on June 30, 1999

===============================================================================
                       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
         (State or Other Jurisdiction of Incorporation or Organization)

                                   94-2835068
                      (I.R.S. Employer Identification No.)

              500 N. DEARBORN STREET, SUITE 405, CHICAGO, IL 60610
               (Address of Principal Executive Offices) (Zip Code)

                             METAL MANAGEMENT, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               DAVID A. CARPENTER
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             METAL MANAGEMENT, INC.
                      500 NORTH DEARBORN STREET, SUITE 405
                             CHICAGO, ILLINOIS 60610
                     (Name and Address of Agent for Service)

                                 (312) 645-0700
          (Telephone Number, including Area Code, of Agent for Service)

                                 with a copy to:

                                 PAUL W. THEISS
                              MAYER, BROWN & PLATT
                              190 SOUTH LASALLE ST.
                             CHICAGO, ILLINOIS 60603
                                 (312) 782-0600
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                  Proposed            Proposed
          Title of                                 Maximum             Maximum
      Securities to Be        Amount to Be      Offering Price        Aggregate          Amount of
         Registered            Registered        Per Share 1/       Offering Price    Registration Fee
                                                           -
-------------------------------------------------------------------------------------------------------
<S>                          <C>                    <C>               <C>                   <C>

Common Stock, par value
$.01 per share, issuable
under the 1998 Employee      1,368,493 Shares       $1.703            $2,330,544            $648
Stock Purchase Plan
=======================================================================================================
</TABLE>

1/  The offering price for such shares is estimated pursuant to Rule 457(c)
-   and (h) solely for the purpose of calculating the registration fee and
    is based upon the average of the high and low prices of the
    Registrant's Common Stock as reported on the Nasdaq SmallCap Market for
    June 23, 1999.

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




<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (the "Commission"):

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1999.

         (2) Description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3 (Commission File No.
333-58635) dated July 7, 1998.

         All documents filed by the Registrant with the Commission under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this Registration Statement and before the
filing of a post-effective amendment which indicates that all securities offered
hereunder pursuant to the Metal Management, Inc. 1998 Employee Stock Purchase
Plan have been sold or which deregisters all securities then remaining unsold,
will be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         David A. Carpenter is Vice President, General Counsel and Secretary of
the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to the provisions of Section 145(a) of the Delaware General
Corporation Law, the Registrant has the power to indemnify anyone made or
threatened to be made a party 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 the Registrant) because such person
is or was a director or officer of the Registrant against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in the defense or settlement of such action, suit, or
proceeding, provided that (i) such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Registrant's best interest
and (ii) in the case of a criminal proceeding such person had no reasonable
cause to believe his conduct was unlawful.

         With respect to an action or suit by or in the right of the Registrant
to procure a judgement in its favor, Section 145(b) of the Delaware General
Corporation Law provides that the Registrant shall have the power to indemnify
anyone who was, is, or is threatened to be made a party to a threatened,
pending, or completed action or suit brought by or in the right of the
Registrant to procure a judgment in its favor because such person is or was a
director or officer of the Registrant against expenses (including attorneys'
fee) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, provided that such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
Registrant's best interests, except that no indemnification shall be made in a
case in which such person shall have been adjudged to be liable to the
Registrant unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall have determined upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses.



                                        2

<PAGE>   3



         Indemnification as described above shall only be granted in a specific
case upon a determination that indemnification is proper under the circumstances
using the applicable standard of conduct which is made by (a) a majority of a
quorum of directors who were not parties to such proceeding, (b) independent
legal counsel in a written opinion of such quorum cannot be obtained or if a
quorum of disinterested directors so directs, or (c) the shareholders of the
Registrant.

         Section 145(g) of the Delaware General Corporation Law permits the
purchase and maintenance of insurance to indemnify directors and officers
against any liability asserted against or incurred by them in any such capacity,
whether or not the Registrant itself would have the power to indemnify any such
director or officer against such liability. The Registrant has purchased this
type of insurance, has paid and intends to continue paying the premiums thereon.

         The Registrant's Amended and Restated Certificate of Incorporation
provides for the indemnification of directors and officers of the Registrant to
the fullest extent permitted by Section 145 of the Delaware General Corporation
Law, as the same may be amended or supplemented. The Amended and Restated
Certificate of Incorporation further provides that the indemnification provided
for therein shall not be exclusive of any rights to which those indemnified may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.

         The Amended and Restated Certificate of Incorporation also contains a
provision that eliminates the personal liability of the Registrant's directors
to the Registrant or its shareholders of monetary damages for breach of
fiduciary duty as a director. The provision does not limit a director's
liability for (i) breaches of duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith, involving intentional
misconduct or involving knowing violations of law, (iii) the payment of unlawful
dividends or unlawful stock repurchases or redemptions under Section 174 of the
Delaware General Corporation Law, or (iv) transactions in which the director
received an improper personal benefit. Depending on judicial interpretation, the
provision may not affect liability for violations of the federal securities
laws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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.

         The Registrant understands that the staff of the Securities and
Exchange Commission is of the opinion that statutory, charter and contractual
provisions as are described above have no effect on claims arising under the
federal securities laws. The Registrant is not aware of any material threatened
or ongoing litigation or proceeding that may result in a claim for such
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.



                                        3

<PAGE>   4



ITEM 8.  EXHIBITS.

         4.1      Metal Management, Inc. 1998 Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 4.11 of the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1998).

         5.1      Legal opinion of David A. Carpenter, Vice President, General
                  Counsel and Secretary of the Registrant.

         23.1     Consent of PricewaterhouseCoopers LLP.

         23.2     Consent of David A. Carpenter (included in the opinion
                  filed as Exhibit 5.1).

         24.1     Power of Attorney (contained on the page immediately
                  preceding the signature page).

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;

                      (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)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are incorporated
                  by reference in this 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)      Filings Incorporating Subsequent Exchange Act Documents
                  by Reference.

         The undersigned Registrant hereby undertakes that, for 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


                                        4

<PAGE>   5



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) Filing of Registration Statement on Form S-8.

         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.


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Benjamin Jennings, Albert A. Cozzi and
David A. Carpenter, or any of them acting individually, as his attorney-in-fact
and agents, with full power of substitution, for him and in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact and agents, or his
substitutes, may do or cause to be done by virtue hereof.



                                        5

<PAGE>   6


                                   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 with respect to shares of Common
Stock offered under the Metal Management, Inc. 1998 Employee Stock Purchase Plan
(the "Plan") 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 June 30, 1999.

                                METAL MANAGEMENT, INC.


                                By:       /s/ T. Benjamin Jennings
                                    ------------------------------------------
                                          T. Benjamin Jennings
                                          Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on June 30, 1999.

SIGNATURE                                       CAPACITY
---------
    /s/ T. Benjamin Jennings            Director, Chairman of the Board and
---------------------------------       Chief Executive Officer
      T. Benjamin Jennings              (Principal Executive Officer)

      /s/ Albert A. Cozzi               Director, President and
---------------------------------       Chief Operating Officer
        Albert A. Cozzi

    /s/ George A. Isaac III             Director and Executive Vice President
---------------------------------
      George A. Isaac III

     /s/ Joseph F. Naporano             Director and Vice Chairman of the Board
---------------------------------
      Joseph F. Naporano

      /s/ Frank J. Cozzi                Director and Vice President
---------------------------------
        Frank J. Cozzi

     /s/ Gregory P. Cozzi               Director
---------------------------------
       Gregory P. Cozzi

     /s/ Gerard M. Jacobs               Director
---------------------------------
       Gerard M. Jacobs

    /s/ Eugene C. McCaffery             Director
---------------------------------
      Eugene C. McCaffery

      /s/ Kenneth A. Merlau             Director
---------------------------------
       Kenneth A. Merlau

    /s/ Timothy T. Orlowski             Director
---------------------------------
      Timothy T. Orlowski

    /s/ William T. Proler               Director
---------------------------------
      William T. Proler

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


                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19895}]
{"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": "333-82025", "film-number": "99657328"}, "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"}}
1
                                                   Registration No. 333-_______

      As filed with the Securities and Exchange Commission on June 30, 1999

===============================================================================
                       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
         (State or Other Jurisdiction of Incorporation or Organization)

                                   94-2835068
                      (I.R.S. Employer Identification No.)

              500 N. DEARBORN STREET, SUITE 405, CHICAGO, IL 60610
               (Address of Principal Executive Offices) (Zip Code)

                             METAL MANAGEMENT, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               DAVID A. CARPENTER
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             METAL MANAGEMENT, INC.
                      500 NORTH DEARBORN STREET, SUITE 405
                             CHICAGO, ILLINOIS 60610
                     (Name and Address of Agent for Service)

                                 (312) 645-0700
          (Telephone Number, including Area Code, of Agent for Service)

                                 with a copy to:

                                 PAUL W. THEISS
                              MAYER, BROWN & PLATT
                              190 SOUTH LASALLE ST.
                             CHICAGO, ILLINOIS 60603
                                 (312) 782-0600
CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                  Proposed            Proposed
          Title of                                 Maximum             Maximum
      Securities to Be        Amount to Be      Offering Price        Aggregate          Amount of
         Registered            Registered        Per Share 1/       Offering Price    Registration Fee
                                                           -
-------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share, issuable
under the 1998 Employee      1,368,493 Shares       $1.703            $2,330,544            $648
Stock Purchase Plan
=======================================================================================================
1/  The offering price for such shares is estimated pursuant to Rule 457(c)
-   and (h) solely for the purpose of calculating the registration fee and
    is based upon the average of the high and low prices of the
    Registrant's Common Stock as reported on the Nasdaq SmallCap Market for
    June 23, 1999.

===============================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (the "Commission"):

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1999.

         (2) Description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3 (Commission File No.
333-58635) dated July 7, 1998.

         All documents filed by the Registrant with the Commission under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this Registration Statement and before the
filing of a post-effective amendment which indicates that all securities offered
hereunder pursuant to the Metal Management, Inc. 1998 Employee Stock Purchase
Plan have been sold or which deregisters all securities then remaining unsold,
will be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         David A. Carpenter is Vice President, General Counsel and Secretary of
the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to the provisions of Section 145(a) of the Delaware General
Corporation Law, the Registrant has the power to indemnify anyone made or
threatened to be made a party 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 the Registrant) because such person
is or was a director or officer of the Registrant against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in the defense or settlement of such action, suit, or
proceeding, provided that (i) such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Registrant's best interest
and (ii) in the case of a criminal proceeding such person had no reasonable
cause to believe his conduct was unlawful.

         With respect to an action or suit by or in the right of the Registrant
to procure a judgement in its favor, Section 145(b) of the Delaware General
Corporation Law provides that the Registrant shall have the power to indemnify
anyone who was, is, or is threatened to be made a party to a threatened,
pending, or completed action or suit brought by or in the right of the
Registrant to procure a judgment in its favor because such person is or was a
director or officer of the Registrant against expenses (including attorneys'
fee) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, provided that such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
Registrant's best interests, except that no indemnification shall be made in a
case in which such person shall have been adjudged to be liable to the
Registrant unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall have determined upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses.

                                        2
3

         Indemnification as described above shall only be granted in a specific
case upon a determination that indemnification is proper under the circumstances
using the applicable standard of conduct which is made by (a) a majority of a
quorum of directors who were not parties to such proceeding, (b) independent
legal counsel in a written opinion of such quorum cannot be obtained or if a
quorum of disinterested directors so directs, or (c) the shareholders of the
Registrant.

         Section 145(g) of the Delaware General Corporation Law permits the
purchase and maintenance of insurance to indemnify directors and officers
against any liability asserted against or incurred by them in any such capacity,
whether or not the Registrant itself would have the power to indemnify any such
director or officer against such liability. The Registrant has purchased this
type of insurance, has paid and intends to continue paying the premiums thereon.

         The Registrant's Amended and Restated Certificate of Incorporation
provides for the indemnification of directors and officers of the Registrant to
the fullest extent permitted by Section 145 of the Delaware General Corporation
Law, as the same may be amended or supplemented. The Amended and Restated
Certificate of Incorporation further provides that the indemnification provided
for therein shall not be exclusive of any rights to which those indemnified may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.

         The Amended and Restated Certificate of Incorporation also contains a
provision that eliminates the personal liability of the Registrant's directors
to the Registrant or its shareholders of monetary damages for breach of
fiduciary duty as a director. The provision does not limit a director's
liability for (i) breaches of duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith, involving intentional
misconduct or involving knowing violations of law, (iii) the payment of unlawful
dividends or unlawful stock repurchases or redemptions under Section 174 of the
Delaware General Corporation Law, or (iv) transactions in which the director
received an improper personal benefit. Depending on judicial interpretation, the
provision may not affect liability for violations of the federal securities
laws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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.

         The Registrant understands that the staff of the Securities and
Exchange Commission is of the opinion that statutory, charter and contractual
provisions as are described above have no effect on claims arising under the
federal securities laws. The Registrant is not aware of any material threatened
or ongoing litigation or proceeding that may result in a claim for such
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                        3
4

ITEM 8.  EXHIBITS.

         4.1      Metal Management, Inc. 1998 Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 4.11 of the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1998).

         5.1      Legal opinion of David A. Carpenter, Vice President, General
                  Counsel and Secretary of the Registrant.

         23.1     Consent of PricewaterhouseCoopers LLP.

         23.2     Consent of David A. Carpenter (included in the opinion
                  filed as Exhibit 5.1).

         24.1     Power of Attorney (contained on the page immediately
                  preceding the signature page).

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;

                      (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)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are incorporated
                  by reference in this 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)      Filings Incorporating Subsequent Exchange Act Documents
                  by Reference.

         The undersigned Registrant hereby undertakes that, for 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

                                        4
5

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) Filing of Registration Statement on Form S-8.

         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.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Benjamin Jennings, Albert A. Cozzi and
David A. Carpenter, or any of them acting individually, as his attorney-in-fact
and agents, with full power of substitution, for him and in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact and agents, or his
substitutes, may do or cause to be done by virtue hereof.

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                                   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 with respect to shares of Common
Stock offered under the Metal Management, Inc. 1998 Employee Stock Purchase Plan
(the "Plan") 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 June 30, 1999.

                                METAL MANAGEMENT, INC.

                                By:       /s/ T. Benjamin Jennings
                                    ------------------------------------------
                                          T. Benjamin Jennings
                                          Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on June 30, 1999.

SIGNATURE                                       CAPACITY
---------
    /s/ T. Benjamin Jennings            Director, Chairman of the Board and
---------------------------------       Chief Executive Officer
      T. Benjamin Jennings              (Principal Executive Officer)

      /s/ Albert A. Cozzi               Director, President and
---------------------------------       Chief Operating Officer
        Albert A. Cozzi

    /s/ George A. Isaac III             Director and Executive Vice President
---------------------------------
      George A. Isaac III

     /s/ Joseph F. Naporano             Director and Vice Chairman of the Board
---------------------------------
      Joseph F. Naporano

      /s/ Frank J. Cozzi                Director and Vice President
---------------------------------
        Frank J. Cozzi

     /s/ Gregory P. Cozzi               Director
---------------------------------
       Gregory P. Cozzi

     /s/ Gerard M. Jacobs               Director
---------------------------------
       Gerard M. Jacobs

    /s/ Eugene C. McCaffery             Director
---------------------------------
      Eugene C. McCaffery

      /s/ Kenneth A. Merlau             Director
---------------------------------
       Kenneth A. Merlau

    /s/ Timothy T. Orlowski             Director
---------------------------------
      Timothy T. Orlowski

    /s/ William T. Proler               Director
---------------------------------
      William T. Proler

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

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