<PAGE>   1


     As filed with the Securities and Exchange Commission on June 10, 1994

                                           Registration No. 33-                 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              -------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               QUANEX CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                               38-1872178
 (State or other jurisdiction of                               (I.R.S. Employer
  incorporation or organization)                             Identification No.)

   1900 WEST LOOP SOUTH, SUITE 1500                                   77027
          HOUSTON, TEXAS                                            (Zip Code)
(Address of Principal Executive Offices)

                               QUANEX CORPORATION
              1993 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plan)

                                 WAYNE M. ROSE
                               QUANEX CORPORATION
                        1900 WEST LOOP SOUTH, SUITE 1500
                             HOUSTON, TEXAS  77027
                    (Name and address of agent for service)

                                 (713) 961-4600
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                             HARVA R. DOCKERY, ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS  77010-3095


                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                               Proposed
                                                               maximum        Proposed maximum    Amount of
                                            Amount to be    offering price       aggregate       registration
   Title of securities to be registered      registered       per share        offering price        fee
   ------------------------------------     ------------    --------------    ----------------   ------------
 <S>                                         <C>              <C>               <C>                 <C>
 Common Stock, $.50 par value  . . . . .     750,000(1)       $20.125(2)        $15,093,750         $5,205

 Rights to purchase Series A Junior
 Participating Preferred Stock . . . . .       750,000
</TABLE>
================================================================================

(1)  Includes an indeterminable number of shares of Common Stock issuable as a
     result of the anti-dilution provisions of the 1993 Employee Stock Option
     and Restricted Stock Plan.

(2)  Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
     solely for the purpose of determining the registration fee, on the basis
     of the average high and low prices of the Common Stock on the New York
     Stock Exchange Composite Tape on June 7, 1994.
================================================================================





<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          Incorporation of Documents by Reference.

                 Quanex Corporation (the "Company" or "Registrant")
incorporates by reference in this Registration Statement the following
documents:

                          (a)     The Registrant's annual report on Form 10-K
                 for the year ended October 31, 1993.

                          (b)     The Registrant's quarterly reports on Form
                 10-Q for the quarters ended January 31, 1994, and April 30,
                 1994.

                          (c)     All other reports filed by the Registrant
                 pursuant to Section 13(a) or 15(d) of the Securities Exchange
                 Act of 1934, as amended (the "Exchange Act"), since October
                 31, 1993.

                          (d)     The description of the Registrant's common
                 stock, $.50 par value (the "Common Stock"), which is contained
                 in the Prospectus dated January 12, 1981, included in the
                 Registrant's Registration Statement (Registration No. 2-70313)
                 and filed with the Securities and Exchange Commission (the
                 "Commission") pursuant to Rule 424(b) of the Securities Act of
                 1933, as amended (the "Securities Act").

                          (e)     The description of the rights to purchase
                 Series A Junior Participating Preferred Stock (the "Rights")
                 is set forth in the Amended and Restated Certificate of
                 Designation, Preferences and Rights, filed as Exhibit 1 to
                 Amendment No. 1 to the Registrant's Form 8-A dated April 28,
                 1989.

                 All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of the filing 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 the filing of such documents.

ITEM 4.          Description of Securities.

                 Not applicable.

ITEM 5.          Interests of Named Experts and Counsel.

                 Not applicable.





                                      -2-
<PAGE>   3
ITEM 6.          Indemnification of Directors and Officers.

                 Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid
and expenses incurred in connection with an action or proceeding to which he
is, or is threatened to be made, a party by reason of such position, if such
person shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, in any
criminal proceeding, if such person had no reasonable cause to believe his
conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made with respect to
any matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court
determines that such indemnification is proper under the circumstances.

                 The Registrant's Restated Certificate of Incorporation, as
amended, eliminates the personal monetary liability of a director to the
Registrant and its stockholders for breach of his fiduciary duty of care as a
director to the extent currently allowed under the Delaware General Corporation
Law.  Article XVII of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, 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) based on the payment of an improper dividend or
an improper repurchase of the Registrant's stock under Section 174 of the
General Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit.

                 The Bylaws of the Registrant provide that, under certain
circumstances, the Registrant is required to indemnify any person who was, is,
or is threatened to be made a party in any action, suit or proceeding because
such person is or was a director or officer of the Registrant.  The
Registrant's Bylaws were amended in February 1987 to provide for
indemnification by the Registrant of its officers and directors to the fullest
extent authorized by the General Corporation Law of the State of Delaware.
This right to indemnification under the Registrant's Bylaws is a contract
right, and requires the Registrant to provide for the payment of expenses in
advance of the final disposition of any suit or proceeding brought against the
director or officer of the Registrant in his official capacity as such,
provided that such director or officer delivers to the Registrant an
undertaking to repay any amounts advanced if it is ultimately determined that
such director or officer is not entitled to indemnification.  The Registrant
also maintains a directors' and officers' liability insurance policy.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.





                                      -3-
<PAGE>   4
ITEM 7.          Exemption from Registration Claimed.

                 Not applicable.

ITEM 8.          Exhibits.

                 4.1      Certificate of Incorporation of the Registrant, as
                          amended, filed as Exhibit 3.1 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          October 31, 1987, and incorporated herein by
                          reference.

                 4.2      Amended and Restated Bylaws of the Registrant, as
                          amended through October 21, 1992, filed as Exhibit
                          3.2 to the Registrant's Annual Report on Form 10-K
                          for the fiscal year ended October 31, 1992, and
                          incorporated herein by reference.

                 4.3      Form of Registrant's Common Stock certificate, filed
                          as Exhibit 4.1 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1987,
                          and incorporated herein by reference.

                 4.4      Amended and Restated Rights Agreement between the
                          Registrant and Manufacturers Hanover Trust Company,
                          as Rights Agent, filed as Exhibit 1 to Amendment No.
                          1 to the Registrant's Form 8-A dated April 28, 1989,
                          and incorporated herein by reference.

                 4.5      Amended and Restated Certificate of Designation,
                          Preferences and Rights of the Registrant's Series A
                          Junior Participating Preferred Stock, filed as
                          Exhibit 1 to Amendment No. 1 to the Registrant's Form
                          8-A dated April 28, 1989, and incorporated herein by
                          reference.

                 4.6      Certificate of Designations of the Registrant's 6.88%
                          Cumulative Convertible Exchangeable Preferred Stock,
                          liquidation preference $250 per share, filed as
                          Exhibit 19.1 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1992, and
                          incorporated herein by reference.

                 4.7      Form of Indenture relating to the Registrant's 6.88%
                          Cumulative Subordinated Debentures due 2007 between
                          the Registrant and Chemical Bank, as Trustee, filed
                          as Exhibit 19.2 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1992,
                          and incorporated herein by reference.

                 4.8      Form of Certificate of 6.88% Cumulative Convertible
                          Exchangeable Preferred Stock, liquidation preference
                          $250 per share, filed as Exhibit 19.3 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.





                                      -4-
<PAGE>   5
                 4.9      Deposit Agreement, relating to Depositary Convertible
                          Exchangeable Preferred Shares between the Registrant
                          and Chemical Bank, filed as Exhibit 19.4 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.

                 4.10     Form of Depositary Receipt for Depositary Convertible
                          Exchangeable Preferred Shares, filed as Exhibit 19.6
                          to the Registrant's Quarterly Report on Form 10-Q for
                          the quarter ended April 30, 1992, and incorporated
                          herein by reference.

                 4.11     Note Agreement dated July 25, 1990, among the
                          Registrant and the Purchasers listed therein,
                          regarding the sale of $125,000,000 of the
                          Registrant's 10.77% Senior Notes due August 23, 2000,
                          filed as Exhibit 4.1 to the Registrant's Quarterly
                          Report on Form 10-Q for the quarter ended July 31,
                          1990, and incorporated herein by reference.

                 4.12     Revolving Credit and Letter of Credit Agreement dated
                          as of December 4, 1990, among the Registrant and the
                          Banks listed therein relating to a $40,000,000
                          revolving credit, filed as Exhibit 4.7 to the
                          Registrant's Annual Report on Form 10-K for the year
                          ended October 31, 1991, and incorporated herein by
                          reference.

                 4.13     Second Amendment to the Revolving Credit and Letter
                          of Credit Agreement dated as of April 15, 1992, filed
                          as Exhibit 4.13 to the Registrant's Registration
                          Statement on Form S-3 (Registration No. 33-47282),
                          and incorporated herein by reference.

                 4.14     Third and Fourth Amendments to the Revolving Credit
                          and Letter of Credit Agreement dated as of February
                          12, 1993, and April 1, 1993, respectively, filed as
                          Exhibit 19 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1993, and
                          incorporated herein by reference.

                 4.15     Form of Quanex Corporation 1993 Employee Stock Option
                          and Restricted Stock Plan.

                 5.1      Opinion of Fulbright & Jaworski L.L.P. as to the
                          legality of the securities being registered.

                 23.1     Consent of Fulbright & Jaworski L.L.P. (included as
                          part of Exhibit 5.1).

                 23.2     Consent of Deloitte & Touche.

                 25.1     Power of attorney (contained on page 7 hereof).





                                      -5-
<PAGE>   6
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
                          this Registration Statement (or the most recent
                          post-effective amendment hereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in this Registration
                          Statement; and

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

                          Provided, however, that paragraphs (i) and (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 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 herein, 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 Section
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 into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, 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





                                      -6-
<PAGE>   7
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange 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 of 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 Robert C. Snyder and Wayne M.
Rose, and each of them, either one of whom may act without joinder of the
other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.





                                      -7-
<PAGE>   8
                                   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 Houston, State of Texas, on the 31st day of
May, 1994.

                                        QUANEX CORPORATION



                                        By         /s/ Robert C. Snyder
                                           -------------------------------------
                                                       Robert C. Snyder
                                           President and Chief Executive Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Signature                            Title                                  Date
            ---------                            -----                                  ----
      <S>                                <C>                                        <C>
                                        
       /s/ Robert C. Snyder              President, Chief Executive                 May 31, 1994
 -------------------------------         Officer and Director                                                       
         Robert C. Snyder                (Principal Executive Officer)


                                       
        /s/ Wayne M. Rose                Vice President and                         May 31, 1994
 -------------------------------         Chief Financial Officer                                                       
          Wayne M. Rose                  (Principal Financial Officer)

                                        
       /s/ Viren M. Parikh               Controller (Principal                      May 31, 1994
 -------------------------------         Accounting Officer)                                            
         Viren M. Parikh             



       /s/ Carl E. Pfeiffer              Chairman of the Board                      May 31, 1994
 -------------------------------                                                                
         Carl E. Pfeiffer



      /s/ Gerald B. Haeckel              Director                                   May 31, 1994
 -------------------------------                                                                
        Gerald B. Haeckel
</TABLE>
                                      -8-

<PAGE>   9


<TABLE>
     <S>                                 <C>                                        <C>
       /s/ Donald J. Morfee              Director                                   May 31, 1994
 -------------------------------                                                                
         Donald J. Morfee



      /s/ John D. O'Connell              Director                                   May 31, 1994
 -------------------------------                                                                
        John D. O'Connell


     /s/ Michael J. Sebastian            Director                                   May 31, 1994
 -------------------------------                                                                
       Michael J. Sebastian



       /s/ Robert L. Walker              Director                                   May 31, 1994
 -------------------------------                                                                
         Robert L. Walker



        /s/ Fred J. Broad                Director                                   May 31, 1994
 -------------------------------                                                                
          Fred J. Broad

</TABLE>




                                      -9-
<PAGE>   10
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
      Exhibit Number                                   Description                                      Page Number
      --------------                                   -----------                                      -----------
           <S>             <C>
           4.1             Certificate of Incorporation of the Registrant, as amended, filed
                           as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
                           the fiscal year ended October 31, 1987, and incorporated herein by
                           reference.

           4.2             Amended and Restated Bylaws of the Registrant, as amended through
                           October 21, 1992, filed as Exhibit 3.2 to the Registrant's Annual
                           Report on Form 10-K for the fiscal year ended October 31, 1992, and
                           incorporated herein by reference.

           4.3             Form of Registrant's Common Stock certificate, filed as Exhibit 4.1
                           to the Registrant's Quarterly Report on Form 10-Q for the quarter
                           ended April 30, 1987, and incorporated herein by reference.

           4.4             Amended and Restated Rights Agreement between the Registrant and
                           Manufacturers Hanover Trust Company, as Rights Agent, filed as
                           Exhibit 1 to Amendment No. 1 to the Registrant's Form 8-A dated
                           April 28, 1989, and incorporated herein by reference.

           4.5             Amended and Restated Certificate of Designation, Preferences and
                           Rights of the Registrant's Series A Junior Participating Preferred
                           Stock, filed as Exhibit 1 to Amendment No. 1 to the Registrant's
                           Form 8-A dated April 28, 1989, and incorporated herein by
                           reference.

           4.6             Certificate of Designations of the Registrant's 6.88% Cumulative
                           Convertible Exchangeable Preferred Stock, liquidation preference
                           $250 per share, filed as Exhibit 19.1 to the Registrant's Quarterly
                           Report on Form 10-Q for the quarter ended April 30, 1992, and
                           incorporated herein by reference.

           4.7             Form of Indenture relating to the Registrant's 6.88% Cumulative
                           Subordinated Debentures due 2007 between the Registrant and
                           Chemical Bank, as Trustee, filed as Exhibit 19.2 to the
                           Registrant's Quarterly Report on Form 10-Q for the quarter ended
                           April 30, 1992, and incorporated herein by reference.
</TABLE>
<PAGE>   11

<TABLE>
           <S>             <C>
           4.8             Form of Certificate of 6.88% Cumulative Convertible Exchangeable
                           Preferred Stock, liquidation preference $250 per share, filed as
                           Exhibit 19.3 to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended April 30, 1992, and incorporated herein by
                           reference.

           4.9             Deposit Agreement, relating to Depositary Convertible Exchangeable
                           Preferred Shares between the Registrant and Chemical Bank, filed as
                           Exhibit 19.4 to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended April 30, 1992, and incorporated herein by
                           reference.

           4.10            Form of Depositary Receipt for Depositary Convertible Exchangeable
                           Preferred Shares, filed as Exhibit 19.6 to the Registrant's
                           Quarterly Report on Form 10-Q for the quarter ended April 30, 1992,
                           and incorporated herein by reference.

           4.11            Note Agreement dated July 25, 1990, among the Registrant and the
                           Purchasers listed therein, regarding the sale of $125,000,000 of
                           the Registrant's 10.77% Senior Notes due August 23, 2000, filed as
                           Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended July 31, 1990, and incorporated herein by
                           reference.

           4.12            Revolving Credit and Letter of Credit Agreement dated as of
                           December 4, 1990, among the Registrant and the Banks listed therein
                           relating to a $40,000,000 revolving credit, filed as Exhibit 4.7 to
                           the Registrant's Annual Report on Form 10-K for the year ended
                           October 31, 1991, and incorporated herein by reference.

           4.13            Second  Amendment to the Revolving Credit and Letter of Credit
                           Agreement dated as of April 15, 1992, filed as Exhibit 4.13 to the
                           Registrant's Registration Statement on Form S-3 (Registration
                           No. 33-47282), and incorporated herein by reference.

           4.14            Third and Fourth Amendments to the Revolving Credit and Letter of
                           Credit Agreement dated as of February 12, 1993, and April 1, 1993,
                           respectively, filed as Exhibit 19 to the Registrant's Quarterly
                           Report on Form 10-Q for the quarter ended April 30, 1993, and
                           incorporated herein by reference.

           4.15            Form of Quanex Corporation 1993 Employee Stock Option and
                           Restricted Stock Plan.
</TABLE>
<PAGE>   12

<TABLE>
           <S>             <C>
           5.1             Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
                           securities being registered.

           23.1            Consent of Fulbright & Jaworski L.L.P. (included as part of Exhibit
                           5.1).

           23.2            Consent of Deloitte & Touche.

           25.1            Power of attorney (contained on page 7 hereof).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "QUANEX CORPORATION FORM S-8", "secsgml_size_bytes": 32393}]
{"company-data": {"conformed-name": "QUANEX CORP", "cik": "0000276889", "assigned-sic": "3312", "irs-number": "381872178", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54087", "film-number": "94533830"}, "business-address": {"street1": "1900 W LOOP SOUTH STE 1500", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7139614600"}, "mail-address": {"street1": "1900 WEST LOOP SOUTH", "street2": "SUITE 1500", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
1

     As filed with the Securities and Exchange Commission on June 10, 1994

                                           Registration No. 33-                 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              -------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               QUANEX CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                               38-1872178
 (State or other jurisdiction of                               (I.R.S. Employer
  incorporation or organization)                             Identification No.)

   1900 WEST LOOP SOUTH, SUITE 1500                                   77027
          HOUSTON, TEXAS                                            (Zip Code)
(Address of Principal Executive Offices)

                               QUANEX CORPORATION
              1993 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plan)

                                 WAYNE M. ROSE
                               QUANEX CORPORATION
                        1900 WEST LOOP SOUTH, SUITE 1500
                             HOUSTON, TEXAS  77027
                    (Name and address of agent for service)

                                 (713) 961-4600
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                             HARVA R. DOCKERY, ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS  77010-3095

                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
                                                               maximum        Proposed maximum    Amount of
                                            Amount to be    offering price       aggregate       registration
   Title of securities to be registered      registered       per share        offering price        fee
   ------------------------------------     ------------    --------------    ----------------   ------------
Common Stock, $.50 par value  . . . . .     750,000(1)       $20.125(2)        $15,093,750         $5,205

 Rights to purchase Series A Junior
 Participating Preferred Stock . . . . .       750,000
================================================================================

(1)  Includes an indeterminable number of shares of Common Stock issuable as a
     result of the anti-dilution provisions of the 1993 Employee Stock Option
     and Restricted Stock Plan.

(2)  Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
     solely for the purpose of determining the registration fee, on the basis
     of the average high and low prices of the Common Stock on the New York
     Stock Exchange Composite Tape on June 7, 1994.
================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          Incorporation of Documents by Reference.

                 Quanex Corporation (the "Company" or "Registrant")
incorporates by reference in this Registration Statement the following
documents:

                          (a)     The Registrant's annual report on Form 10-K
                 for the year ended October 31, 1993.

                          (b)     The Registrant's quarterly reports on Form
                 10-Q for the quarters ended January 31, 1994, and April 30,
                 1994.

                          (c)     All other reports filed by the Registrant
                 pursuant to Section 13(a) or 15(d) of the Securities Exchange
                 Act of 1934, as amended (the "Exchange Act"), since October
                 31, 1993.

                          (d)     The description of the Registrant's common
                 stock, $.50 par value (the "Common Stock"), which is contained
                 in the Prospectus dated January 12, 1981, included in the
                 Registrant's Registration Statement (Registration No. 2-70313)
                 and filed with the Securities and Exchange Commission (the
                 "Commission") pursuant to Rule 424(b) of the Securities Act of
                 1933, as amended (the "Securities Act").

                          (e)     The description of the rights to purchase
                 Series A Junior Participating Preferred Stock (the "Rights")
                 is set forth in the Amended and Restated Certificate of
                 Designation, Preferences and Rights, filed as Exhibit 1 to
                 Amendment No. 1 to the Registrant's Form 8-A dated April 28,
                 1989.

                 All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of the filing 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 the filing of such documents.

ITEM 4.          Description of Securities.

                 Not applicable.

ITEM 5.          Interests of Named Experts and Counsel.

                 Not applicable.

                                      -2-
3
ITEM 6.          Indemnification of Directors and Officers.

                 Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid
and expenses incurred in connection with an action or proceeding to which he
is, or is threatened to be made, a party by reason of such position, if such
person shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, in any
criminal proceeding, if such person had no reasonable cause to believe his
conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made with respect to
any matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court
determines that such indemnification is proper under the circumstances.

                 The Registrant's Restated Certificate of Incorporation, as
amended, eliminates the personal monetary liability of a director to the
Registrant and its stockholders for breach of his fiduciary duty of care as a
director to the extent currently allowed under the Delaware General Corporation
Law.  Article XVII of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, 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) based on the payment of an improper dividend or
an improper repurchase of the Registrant's stock under Section 174 of the
General Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit.

                 The Bylaws of the Registrant provide that, under certain
circumstances, the Registrant is required to indemnify any person who was, is,
or is threatened to be made a party in any action, suit or proceeding because
such person is or was a director or officer of the Registrant.  The
Registrant's Bylaws were amended in February 1987 to provide for
indemnification by the Registrant of its officers and directors to the fullest
extent authorized by the General Corporation Law of the State of Delaware.
This right to indemnification under the Registrant's Bylaws is a contract
right, and requires the Registrant to provide for the payment of expenses in
advance of the final disposition of any suit or proceeding brought against the
director or officer of the Registrant in his official capacity as such,
provided that such director or officer delivers to the Registrant an
undertaking to repay any amounts advanced if it is ultimately determined that
such director or officer is not entitled to indemnification.  The Registrant
also maintains a directors' and officers' liability insurance policy.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                      -3-
4
ITEM 7.          Exemption from Registration Claimed.

                 Not applicable.

ITEM 8.          Exhibits.

                 4.1      Certificate of Incorporation of the Registrant, as
                          amended, filed as Exhibit 3.1 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          October 31, 1987, and incorporated herein by
                          reference.

                 4.2      Amended and Restated Bylaws of the Registrant, as
                          amended through October 21, 1992, filed as Exhibit
                          3.2 to the Registrant's Annual Report on Form 10-K
                          for the fiscal year ended October 31, 1992, and
                          incorporated herein by reference.

                 4.3      Form of Registrant's Common Stock certificate, filed
                          as Exhibit 4.1 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1987,
                          and incorporated herein by reference.

                 4.4      Amended and Restated Rights Agreement between the
                          Registrant and Manufacturers Hanover Trust Company,
                          as Rights Agent, filed as Exhibit 1 to Amendment No.
                          1 to the Registrant's Form 8-A dated April 28, 1989,
                          and incorporated herein by reference.

                 4.5      Amended and Restated Certificate of Designation,
                          Preferences and Rights of the Registrant's Series A
                          Junior Participating Preferred Stock, filed as
                          Exhibit 1 to Amendment No. 1 to the Registrant's Form
                          8-A dated April 28, 1989, and incorporated herein by
                          reference.

                 4.6      Certificate of Designations of the Registrant's 6.88%
                          Cumulative Convertible Exchangeable Preferred Stock,
                          liquidation preference $250 per share, filed as
                          Exhibit 19.1 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1992, and
                          incorporated herein by reference.

                 4.7      Form of Indenture relating to the Registrant's 6.88%
                          Cumulative Subordinated Debentures due 2007 between
                          the Registrant and Chemical Bank, as Trustee, filed
                          as Exhibit 19.2 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1992,
                          and incorporated herein by reference.

                 4.8      Form of Certificate of 6.88% Cumulative Convertible
                          Exchangeable Preferred Stock, liquidation preference
                          $250 per share, filed as Exhibit 19.3 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.

                                      -4-
5
                 4.9      Deposit Agreement, relating to Depositary Convertible
                          Exchangeable Preferred Shares between the Registrant
                          and Chemical Bank, filed as Exhibit 19.4 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.

                 4.10     Form of Depositary Receipt for Depositary Convertible
                          Exchangeable Preferred Shares, filed as Exhibit 19.6
                          to the Registrant's Quarterly Report on Form 10-Q for
                          the quarter ended April 30, 1992, and incorporated
                          herein by reference.

                 4.11     Note Agreement dated July 25, 1990, among the
                          Registrant and the Purchasers listed therein,
                          regarding the sale of $125,000,000 of the
                          Registrant's 10.77% Senior Notes due August 23, 2000,
                          filed as Exhibit 4.1 to the Registrant's Quarterly
                          Report on Form 10-Q for the quarter ended July 31,
                          1990, and incorporated herein by reference.

                 4.12     Revolving Credit and Letter of Credit Agreement dated
                          as of December 4, 1990, among the Registrant and the
                          Banks listed therein relating to a $40,000,000
                          revolving credit, filed as Exhibit 4.7 to the
                          Registrant's Annual Report on Form 10-K for the year
                          ended October 31, 1991, and incorporated herein by
                          reference.

                 4.13     Second Amendment to the Revolving Credit and Letter
                          of Credit Agreement dated as of April 15, 1992, filed
                          as Exhibit 4.13 to the Registrant's Registration
                          Statement on Form S-3 (Registration No. 33-47282),
                          and incorporated herein by reference.

                 4.14     Third and Fourth Amendments to the Revolving Credit
                          and Letter of Credit Agreement dated as of February
                          12, 1993, and April 1, 1993, respectively, filed as
                          Exhibit 19 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1993, and
                          incorporated herein by reference.

                 4.15     Form of Quanex Corporation 1993 Employee Stock Option
                          and Restricted Stock Plan.

                 5.1      Opinion of Fulbright & Jaworski L.L.P. as to the
                          legality of the securities being registered.

                 23.1     Consent of Fulbright & Jaworski L.L.P. (included as
                          part of Exhibit 5.1).

                 23.2     Consent of Deloitte & Touche.

                 25.1     Power of attorney (contained on page 7 hereof).

                                      -5-
6
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
                          this Registration Statement (or the most recent
                          post-effective amendment hereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in this Registration
                          Statement; and

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

                          Provided, however, that paragraphs (i) and (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 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 herein, 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 Section
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 into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, 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

                                      -6-
7
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange 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 of 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 Robert C. Snyder and Wayne M.
Rose, and each of them, either one of whom may act without joinder of the
other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.

                                      -7-
8
                                   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 Houston, State of Texas, on the 31st day of
May, 1994.

                                        QUANEX CORPORATION

                                        By         /s/ Robert C. Snyder
                                           -------------------------------------
                                                       Robert C. Snyder
                                           President and Chief Executive Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                            Title                                  Date
            ---------                            -----                                  ----
/s/ Robert C. Snyder              President, Chief Executive                 May 31, 1994
 -------------------------------         Officer and Director                                                       
         Robert C. Snyder                (Principal Executive Officer)

                                       
        /s/ Wayne M. Rose                Vice President and                         May 31, 1994
 -------------------------------         Chief Financial Officer                                                       
          Wayne M. Rose                  (Principal Financial Officer)

                                        
       /s/ Viren M. Parikh               Controller (Principal                      May 31, 1994
 -------------------------------         Accounting Officer)                                            
         Viren M. Parikh             

       /s/ Carl E. Pfeiffer              Chairman of the Board                      May 31, 1994
 -------------------------------                                                                
         Carl E. Pfeiffer

      /s/ Gerald B. Haeckel              Director                                   May 31, 1994
 -------------------------------                                                                
        Gerald B. Haeckel
-8-
9
/s/ Donald J. Morfee              Director                                   May 31, 1994
 -------------------------------                                                                
         Donald J. Morfee

      /s/ John D. O'Connell              Director                                   May 31, 1994
 -------------------------------                                                                
        John D. O'Connell

     /s/ Michael J. Sebastian            Director                                   May 31, 1994
 -------------------------------                                                                
       Michael J. Sebastian

       /s/ Robert L. Walker              Director                                   May 31, 1994
 -------------------------------                                                                
         Robert L. Walker

        /s/ Fred J. Broad                Director                                   May 31, 1994
 -------------------------------                                                                
          Fred J. Broad
-9-
10
                                 EXHIBIT INDEX
Exhibit Number                                   Description                                      Page Number
      --------------                                   -----------                                      -----------
4.1             Certificate of Incorporation of the Registrant, as amended, filed
                           as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
                           the fiscal year ended October 31, 1987, and incorporated herein by
                           reference.

           4.2             Amended and Restated Bylaws of the Registrant, as amended through
                           October 21, 1992, filed as Exhibit 3.2 to the Registrant's Annual
                           Report on Form 10-K for the fiscal year ended October 31, 1992, and
                           incorporated herein by reference.

           4.3             Form of Registrant's Common Stock certificate, filed as Exhibit 4.1
                           to the Registrant's Quarterly Report on Form 10-Q for the quarter
                           ended April 30, 1987, and incorporated herein by reference.

           4.4             Amended and Restated Rights Agreement between the Registrant and
                           Manufacturers Hanover Trust Company, as Rights Agent, filed as
                           Exhibit 1 to Amendment No. 1 to the Registrant's Form 8-A dated
                           April 28, 1989, and incorporated herein by reference.

           4.5             Amended and Restated Certificate of Designation, Preferences and
                           Rights of the Registrant's Series A Junior Participating Preferred
                           Stock, filed as Exhibit 1 to Amendment No. 1 to the Registrant's
                           Form 8-A dated April 28, 1989, and incorporated herein by
                           reference.

           4.6             Certificate of Designations of the Registrant's 6.88% Cumulative
                           Convertible Exchangeable Preferred Stock, liquidation preference
                           $250 per share, filed as Exhibit 19.1 to the Registrant's Quarterly
                           Report on Form 10-Q for the quarter ended April 30, 1992, and
                           incorporated herein by reference.

           4.7             Form of Indenture relating to the Registrant's 6.88% Cumulative
                           Subordinated Debentures due 2007 between the Registrant and
                           Chemical Bank, as Trustee, filed as Exhibit 19.2 to the
                           Registrant's Quarterly Report on Form 10-Q for the quarter ended
                           April 30, 1992, and incorporated herein by reference.
11
4.8             Form of Certificate of 6.88% Cumulative Convertible Exchangeable
                           Preferred Stock, liquidation preference $250 per share, filed as
                           Exhibit 19.3 to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended April 30, 1992, and incorporated herein by
                           reference.

           4.9             Deposit Agreement, relating to Depositary Convertible Exchangeable
                           Preferred Shares between the Registrant and Chemical Bank, filed as
                           Exhibit 19.4 to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended April 30, 1992, and incorporated herein by
                           reference.

           4.10            Form of Depositary Receipt for Depositary Convertible Exchangeable
                           Preferred Shares, filed as Exhibit 19.6 to the Registrant's
                           Quarterly Report on Form 10-Q for the quarter ended April 30, 1992,
                           and incorporated herein by reference.

           4.11            Note Agreement dated July 25, 1990, among the Registrant and the
                           Purchasers listed therein, regarding the sale of $125,000,000 of
                           the Registrant's 10.77% Senior Notes due August 23, 2000, filed as
                           Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
                           the quarter ended July 31, 1990, and incorporated herein by
                           reference.

           4.12            Revolving Credit and Letter of Credit Agreement dated as of
                           December 4, 1990, among the Registrant and the Banks listed therein
                           relating to a $40,000,000 revolving credit, filed as Exhibit 4.7 to
                           the Registrant's Annual Report on Form 10-K for the year ended
                           October 31, 1991, and incorporated herein by reference.

           4.13            Second  Amendment to the Revolving Credit and Letter of Credit
                           Agreement dated as of April 15, 1992, filed as Exhibit 4.13 to the
                           Registrant's Registration Statement on Form S-3 (Registration
                           No. 33-47282), and incorporated herein by reference.

           4.14            Third and Fourth Amendments to the Revolving Credit and Letter of
                           Credit Agreement dated as of February 12, 1993, and April 1, 1993,
                           respectively, filed as Exhibit 19 to the Registrant's Quarterly
                           Report on Form 10-Q for the quarter ended April 30, 1993, and
                           incorporated herein by reference.

           4.15            Form of Quanex Corporation 1993 Employee Stock Option and
                           Restricted Stock Plan.
12
5.1             Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
                           securities being registered.

           23.1            Consent of Fulbright & Jaworski L.L.P. (included as part of Exhibit
                           5.1).

           23.2            Consent of Deloitte & Touche.

           25.1            Power of attorney (contained on page 7 hereof).