<PAGE>


      As filed with the Securities and Exchange Commission on June 28, 1996.

                                                    REGISTRATION  NO. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

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

                               IMCO RECYCLING INC.
              (Exact name of registrant as specified in its charter)

              DELAWARE                                75-2008280
   (State or other jurisdiction                    (I.R.S. Employer
 of incorporation or organization)               Identification Number)


                      5215 NORTH O'CONNOR BLVD., SUITE 940
                        CENTRAL TOWER AT WILLIAMS SQUARE
                              IRVING, TEXAS  75039
                                 (214) 869-6575
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                              ____________________

                  IMCO RECYCLING INC. ANNUAL INCENTIVE PROGRAM
                              (Full Title of Plan)

                                 PAUL V. DUFOUR
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              IMCO RECYCLING INC.
                      5215 NORTH O'CONNOR BLVD., SUITE 940
                        CENTRAL TOWER AT WILLIAMS SQUARE
                              IRVING, TEXAS  75039
                                 (214) 869-6575
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                 WITH COPIES TO:
                            HAYNES AND BOONE, L.L.P.
                           1000 LOUISIANA, SUITE 4300
                             HOUSTON, TEXAS  77002
                            ATTN:  MARC H. FOLLADORI
                                 (713) 547-2000
                              ____________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                                      Proposed
                                                                       Maximum       Proposed Maximum       Amount of
         Title of                              Amount to be        Offering Price   Aggregate Offering     Registration
Securities to be Registered                  Registered(1)(2)       Per Share(2)          Price(2)             Fee
- -----------------------------------------------------------------------------------------------------------------------
         <S>                                    <C>                     <C>              <C>                   <C>
Common Stock, par value $0.10 per share      500,000 shares            $18.125           $9,062,500           $3,126
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
    number of shares of Common Stock issuable as a result of the anti-dilution
    provisions of the Plan.

(2) The 500,000 shares registered hereby represent shares issuable pursuant to
    the Company's IMCO Recycling Inc. Annual Incentive Program.  With respect
    to the shares registered hereby, the offering price per share, the
    aggregate offering price and the registration fee have been calculated in
    accordance with paragraphs (c) and (h)(1) of Rule 457 on the basis of the
    average high and low sale prices for the Company's Common Stock on June 25,
    1996, as reported on the New York Stock Exchange composite tape ($18.125
    per share).


<PAGE>


                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The contents of the following documents filed by Imco Recycling Inc., a 
Delaware corporation (the "Company"), with the Securities and Exchange 
Commission (the "Commission") are incorporated into this registration 
statement ("Registration Statement") by reference:

    (a)  The Company's Annual Report, dated March 25, 1996, as filed with the 
Commission on Form 10-K, File No. 1-7170, for the fiscal year ended December 
31, 1995;

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since 
December 31, 1995; and

    (c)  The description of the Company's common stock, par value $.10 per 
share (the "Common Stock"), set forth under the caption "Description of 
Capital Stock -- Common Stock" in the Company's registration statement on 
Form S-2, dated June 11, 1992, Registration No. 33-48571.

    All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
filing date of this Registration Statement and prior to the filing of a 
post-effective amendment to this Registration Statement which indicates that 
all securities offered have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by reference in this 
Registration Statement and to be a part hereof from the date of filing such 
documents.  The Company will provide, without charge, each participant in the 
Company's Annual Incentive Program, as amended (the "Plan"), upon written or 
oral request of such person, a copy (without exhibits, unless such exhibits 
are specifically incorporated by reference) of any or all of the documents 
incorporated by reference pursuant to this Item 3.  

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law permits a corporation 
to indemnify any person who was or is a party or is threatened to be made a 
party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that he is or was a director, officer, employee or agent of the 
corporation or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against expenses, judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him in 
connection with such action.

    In an action brought to obtain a judgment in the corporation's favor, 
whether by the corporation itself or derivatively by a stockholder, the 
corporation may only indemnify for expenses, including attorney's fees, 
actually and reasonably incurred in connection with the defense or 


                                     -2-

<PAGE>

settlement of such action, and the corporation may not indemnify for amounts 
paid in satisfaction of a judgment or in settlement of the claim.  In any 
such action, no indemnification may be paid in respect of any claim, issue or 
matter as to which such person shall have been adjudged liable to the 
corporation except as otherwise approved by the Delaware Court of Chancery or 
the court in which the claim was brought.  In any other type of proceeding, 
the indemnification may extend to judgments, fines and amounts paid in 
settlement, actually and reasonably incurred in connection with such other 
proceeding, as well as to expenses.

    The statute does not permit indemnification unless the person seeking 
indemnification has acted in good faith and in a manner be reasonably 
believed to be in, or not opposed to, the best interests of the corporation 
and, in the case of criminal actions or proceedings, the person had no 
reasonable cause to believe his conduct was unlawful.  The statute contains 
additional limitations applicable to criminal actions and to actions brought 
by or in the name of the corporation.  The determination as to whether a 
person seeking indemnification has met the required standard of conduct is to 
be made (1) by a majority vote of the disinterested directors, even though 
less than a quorum, (2) if there are no disinterested directors or if the 
disinterested directors so direct, by independent legal counsel in a written 
opinion, or (3) by the stockholders.

    The Company's Bylaws require the Company to indemnify its directors, 
officers, employees, and agents to the fullest extent permitted under 
Delaware law.  The company's Certificate of Incorporation also requires the 
Company to indemnify its directors and officers to the fullest extent 
permitted under Delaware law.  The Company's Certificate of Incorporation 
provides that a director of the corporation shall not be held personally 
liable to the corporation or its shareholders for monetary damages for breach 
of a director's fiduciary duty of care, except that a director shall continue 
to be held personally liable for (i) breach of the duty of loyalty, (ii) 
failure to act in good faith, (iii) engaging in intentional misconduct or 
knowingly violating a law, (iv) paying a dividend or approving a stock 
repurchase which was illegal under Delaware law, or (v) obtaining an improper 
personal benefit.

    The Company has purchased insurance on behalf of its directors and 
officers against certain liabilities that may be asserted against, or 
incurred by, such persons in their capacities as directors or officers of the 
registrant, or that may arise out of their status as directors or officers of 
the registrant, including liabilities under the federal and state securities 
laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

Exhibit                             Description
- -------                             -----------
  4.1    Specimen certificate for shares of the Company's common stock, par
         value $.10 per share.  Exhibit 4.1 to the Company's Registration 
         Statement on Form S-2 ("No. 33-48571"), is incorporated herein by 
         reference.
         
  4.2    The Company's Annual Incentive Program.
         
  5.1    Opinion of Haynes and Boone, L.L.P.


                                     -3-

<PAGE>

 23.1    Consent of Ernst & Young LLP
         
 23.2    Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 opinion).
         
 24.1    Power of Attorney (included on the signature page hereto).

ITEM 9.  UNDERTAKINGS.

    A.   UNDERTAKING TO UPDATE

         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 of 1933;

                   (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
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

              (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.   UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in the registration statement shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial BONA FIDE offering thereof.


                                     -4-

<PAGE>

    C.   UNDERTAKING WITH RESPECT TO DELIVERY OF DOCUMENTS

              (1)  The undersigned registrant hereby undertakes to deliver or
         cause to be delivered with the documents constituting the prospectus
         to each participant to whom such prospectus is sent or given, a copy
         of the registrant's annual report to stockholders for its last fiscal
         year, unless such participant otherwise has received a copy of such
         report in which case the registrant shall state in such prospectus
         that it will promptly furnish, without charge, a copy of such report
         on written request of the participant.

              (2)  The undersigned registrant hereby undertakes to transmit or
         cause to be transmitted to all participants who do not otherwise
         receive such material as stockholders of the registrant, at the time
         and in the manner such material is sent to its stockholders, copies of
         all reports, proxy statements and other communications distributed to
         its stockholders generally.

    D.   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

         Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 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 Securities and Exchange Commission such indemnification
         is against public policy as expressed in the 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 Act and will be
         governed by the final adjudication of such issue.













                                     -5-

<PAGE>

                                 SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all 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 Irving, State of Texas, on June 27, 
1996.

                                 IMCO RECYCLING INC.


                                 By:             /S/ PAUL V. DUFOUR
                                    ------------------------------------------
                                                   Paul V. Dufour
                                       Executive Vice President - Finance and 
                                     Administration and Chief Financial Officer
                                            (Principal Financial Officer)

                               POWER OF ATTORNEY

    Each of the undersigned hereby appoints Don V. Ingram, Frank H. Romanelli 
and Paul V. Dufour and each of them (with full power to act alone), as 
attorney and agents for the undersigned, with full power of substitution, for 
and in the name, place and stead of the undersigned, to sign and file with 
the Securities and Exchange Commission under the Securities Act of 1933 any 
and all amendments and exhibits to this Registration Statement and any and 
all applications, instruments and other documents to be filed with the 
Securities and Exchange Commission pertaining to the registration of the 
securities covered hereby, with full power and authority to do and perform 
any and all acts and things whatsoever requisite or desirable.

    Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on June 27, 1996.

    SIGNATURE                                  TITLE
    ---------                                  -----
/S/ DON V. INGRAM            Director, Chairman of the Board of Directors
- -------------------------
Don V. Ingram 


/S/ FRANK H. ROMANELLI       Director, President and 
- -------------------------     Chief Executive Officer
Frank H. Romanelli            (Principal Executive Officer)


/S/ PAUL V. DUFOUR           Executive Vice President - Finance and 
- -------------------------     Administration and Chief Financial Officer
Paul V. Dufour                (Principal Financial Officer)

/S/ ROBERT R. HOLIAN         Vice President and Controller (Principal
- -------------------------     Accounting Officer)
Robert R. Holian

/S/ JACK M. BRUNDRETT        Director
- -------------------------
Jack M. Brundrett  

- -------------------------    Director
John J. Fleming

- -------------------------    Director
Richard Hanselman

- -------------------------    Director
Ralph L. Cheek

 /S/ DON NAVARRO             Director
- -------------------------
Don Navarro   

/S/ JACK C. PAGE             Director
- -------------------------
Jack C. Page  

- -------------------------    Director
Thomas A. James


                                     -6-

<PAGE>

                              INDEX TO EXHIBITS

Exhibit      Description
- -------      -----------
  4.1        Specimen certificate for shares of the Company's common stock, par 
             value $0.10 per share.  Exhibit 4.1 to the Company's Registration 
             Statement on Form S-2 (No. 33-48571) is incorporated herein by 
             reference.
    
 *4.2        The Company's Annual Incentive Program.
    
 *5.1        Opinion of Haynes and Boone, L.L.P.  
    
*23.1        Consent of Ernst & Young LLP
    
*23.2        Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 
             opinion).
    
*24.1        Power of Attorney (included on the signature page hereto).
______________________

*  Filed herewith
















                                     -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20324}]
{"company-data": {"conformed-name": "IMCO RECYCLING INC", "cik": "0000202890", "assigned-sic": "3341", "irs-number": "752008280", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07091", "film-number": "96587997"}, "business-address": {"street1": "5215 N OCONNOR BLVD STE 940", "city": "IRVING", "state": "TX", "zip": "75007", "phone": "2148696575"}, "mail-address": {"street1": "5215 N O CONNOR BOULVARD STE 940", "city": "IRVING", "state": "TX", "zip": "75030"}, "former-company": [{"former-conformed-name": "FRONTIER TEXAS CORP", "date-changed": "19881012"}, {"former-conformed-name": "PIONEER TEXAS CORP", "date-changed": "19850416"}]}
As filed with the Securities and Exchange Commission on June 28, 1996.

                                                    REGISTRATION  NO. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

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

                               IMCO RECYCLING INC.
              (Exact name of registrant as specified in its charter)

              DELAWARE                                75-2008280
   (State or other jurisdiction                    (I.R.S. Employer
 of incorporation or organization)               Identification Number)

                      5215 NORTH O'CONNOR BLVD., SUITE 940
                        CENTRAL TOWER AT WILLIAMS SQUARE
                              IRVING, TEXAS  75039
                                 (214) 869-6575
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                              ____________________

                  IMCO RECYCLING INC. ANNUAL INCENTIVE PROGRAM
                              (Full Title of Plan)

                                 PAUL V. DUFOUR
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              IMCO RECYCLING INC.
                      5215 NORTH O'CONNOR BLVD., SUITE 940
                        CENTRAL TOWER AT WILLIAMS SQUARE
                              IRVING, TEXAS  75039
                                 (214) 869-6575
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                 WITH COPIES TO:
                            HAYNES AND BOONE, L.L.P.
                           1000 LOUISIANA, SUITE 4300
                             HOUSTON, TEXAS  77002
                            ATTN:  MARC H. FOLLADORI
                                 (713) 547-2000
                              ____________________

                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
                                                                      Proposed
                                                                       Maximum       Proposed Maximum       Amount of
         Title of                              Amount to be        Offering Price   Aggregate Offering     Registration
Securities to be Registered                  Registered(1)(2)       Per Share(2)          Price(2)             Fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share      500,000 shares            $18.125           $9,062,500           $3,126
- -----------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
    number of shares of Common Stock issuable as a result of the anti-dilution
    provisions of the Plan.

(2) The 500,000 shares registered hereby represent shares issuable pursuant to
    the Company's IMCO Recycling Inc. Annual Incentive Program.  With respect
    to the shares registered hereby, the offering price per share, the
    aggregate offering price and the registration fee have been calculated in
    accordance with paragraphs (c) and (h)(1) of Rule 457 on the basis of the
    average high and low sale prices for the Company's Common Stock on June 25,
    1996, as reported on the New York Stock Exchange composite tape ($18.125
    per share).
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The contents of the following documents filed by Imco Recycling Inc., a 
Delaware corporation (the "Company"), with the Securities and Exchange 
Commission (the "Commission") are incorporated into this registration 
statement ("Registration Statement") by reference:

    (a)  The Company's Annual Report, dated March 25, 1996, as filed with the 
Commission on Form 10-K, File No. 1-7170, for the fiscal year ended December 
31, 1995;

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since 
December 31, 1995; and

    (c)  The description of the Company's common stock, par value $.10 per 
share (the "Common Stock"), set forth under the caption "Description of 
Capital Stock -- Common Stock" in the Company's registration statement on 
Form S-2, dated June 11, 1992, Registration No. 33-48571.

    All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
filing date of this Registration Statement and prior to the filing of a 
post-effective amendment to this Registration Statement which indicates that 
all securities offered have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by reference in this 
Registration Statement and to be a part hereof from the date of filing such 
documents.  The Company will provide, without charge, each participant in the 
Company's Annual Incentive Program, as amended (the "Plan"), upon written or 
oral request of such person, a copy (without exhibits, unless such exhibits 
are specifically incorporated by reference) of any or all of the documents 
incorporated by reference pursuant to this Item 3.  

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law permits a corporation 
to indemnify any person who was or is a party or is threatened to be made a 
party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that he is or was a director, officer, employee or agent of the 
corporation or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against expenses, judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him in 
connection with such action.

    In an action brought to obtain a judgment in the corporation's favor, 
whether by the corporation itself or derivatively by a stockholder, the 
corporation may only indemnify for expenses, including attorney's fees, 
actually and reasonably incurred in connection with the defense or 

                                     -2-
settlement of such action, and the corporation may not indemnify for amounts 
paid in satisfaction of a judgment or in settlement of the claim.  In any 
such action, no indemnification may be paid in respect of any claim, issue or 
matter as to which such person shall have been adjudged liable to the 
corporation except as otherwise approved by the Delaware Court of Chancery or 
the court in which the claim was brought.  In any other type of proceeding, 
the indemnification may extend to judgments, fines and amounts paid in 
settlement, actually and reasonably incurred in connection with such other 
proceeding, as well as to expenses.

    The statute does not permit indemnification unless the person seeking 
indemnification has acted in good faith and in a manner be reasonably 
believed to be in, or not opposed to, the best interests of the corporation 
and, in the case of criminal actions or proceedings, the person had no 
reasonable cause to believe his conduct was unlawful.  The statute contains 
additional limitations applicable to criminal actions and to actions brought 
by or in the name of the corporation.  The determination as to whether a 
person seeking indemnification has met the required standard of conduct is to 
be made (1) by a majority vote of the disinterested directors, even though 
less than a quorum, (2) if there are no disinterested directors or if the 
disinterested directors so direct, by independent legal counsel in a written 
opinion, or (3) by the stockholders.

    The Company's Bylaws require the Company to indemnify its directors, 
officers, employees, and agents to the fullest extent permitted under 
Delaware law.  The company's Certificate of Incorporation also requires the 
Company to indemnify its directors and officers to the fullest extent 
permitted under Delaware law.  The Company's Certificate of Incorporation 
provides that a director of the corporation shall not be held personally 
liable to the corporation or its shareholders for monetary damages for breach 
of a director's fiduciary duty of care, except that a director shall continue 
to be held personally liable for (i) breach of the duty of loyalty, (ii) 
failure to act in good faith, (iii) engaging in intentional misconduct or 
knowingly violating a law, (iv) paying a dividend or approving a stock 
repurchase which was illegal under Delaware law, or (v) obtaining an improper 
personal benefit.

    The Company has purchased insurance on behalf of its directors and 
officers against certain liabilities that may be asserted against, or 
incurred by, such persons in their capacities as directors or officers of the 
registrant, or that may arise out of their status as directors or officers of 
the registrant, including liabilities under the federal and state securities 
laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

Exhibit                             Description
- -------                             -----------
  4.1    Specimen certificate for shares of the Company's common stock, par
         value $.10 per share.  Exhibit 4.1 to the Company's Registration 
         Statement on Form S-2 ("No. 33-48571"), is incorporated herein by 
         reference.
         
  4.2    The Company's Annual Incentive Program.
         
  5.1    Opinion of Haynes and Boone, L.L.P.

                                     -3-
23.1    Consent of Ernst & Young LLP
         
 23.2    Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 opinion).
         
 24.1    Power of Attorney (included on the signature page hereto).

ITEM 9.  UNDERTAKINGS.

    A.   UNDERTAKING TO UPDATE

         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 of 1933;

                   (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
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

              (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.   UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in the registration statement shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial BONA FIDE offering thereof.

                                     -4-
C.   UNDERTAKING WITH RESPECT TO DELIVERY OF DOCUMENTS

              (1)  The undersigned registrant hereby undertakes to deliver or
         cause to be delivered with the documents constituting the prospectus
         to each participant to whom such prospectus is sent or given, a copy
         of the registrant's annual report to stockholders for its last fiscal
         year, unless such participant otherwise has received a copy of such
         report in which case the registrant shall state in such prospectus
         that it will promptly furnish, without charge, a copy of such report
         on written request of the participant.

              (2)  The undersigned registrant hereby undertakes to transmit or
         cause to be transmitted to all participants who do not otherwise
         receive such material as stockholders of the registrant, at the time
         and in the manner such material is sent to its stockholders, copies of
         all reports, proxy statements and other communications distributed to
         its stockholders generally.

    D.   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

         Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 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 Securities and Exchange Commission such indemnification
         is against public policy as expressed in the 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 Act and will be
         governed by the final adjudication of such issue.

                                     -5-
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 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 Irving, State of Texas, on June 27, 
1996.

                                 IMCO RECYCLING INC.

                                 By:             /S/ PAUL V. DUFOUR
                                    ------------------------------------------
                                                   Paul V. Dufour
                                       Executive Vice President - Finance and 
                                     Administration and Chief Financial Officer
                                            (Principal Financial Officer)

                               POWER OF ATTORNEY

    Each of the undersigned hereby appoints Don V. Ingram, Frank H. Romanelli 
and Paul V. Dufour and each of them (with full power to act alone), as 
attorney and agents for the undersigned, with full power of substitution, for 
and in the name, place and stead of the undersigned, to sign and file with 
the Securities and Exchange Commission under the Securities Act of 1933 any 
and all amendments and exhibits to this Registration Statement and any and 
all applications, instruments and other documents to be filed with the 
Securities and Exchange Commission pertaining to the registration of the 
securities covered hereby, with full power and authority to do and perform 
any and all acts and things whatsoever requisite or desirable.

    Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on June 27, 1996.

    SIGNATURE                                  TITLE
    ---------                                  -----
/S/ DON V. INGRAM            Director, Chairman of the Board of Directors
- -------------------------
Don V. Ingram 

/S/ FRANK H. ROMANELLI       Director, President and 
- -------------------------     Chief Executive Officer
Frank H. Romanelli            (Principal Executive Officer)

/S/ PAUL V. DUFOUR           Executive Vice President - Finance and 
- -------------------------     Administration and Chief Financial Officer
Paul V. Dufour                (Principal Financial Officer)

/S/ ROBERT R. HOLIAN         Vice President and Controller (Principal
- -------------------------     Accounting Officer)
Robert R. Holian

/S/ JACK M. BRUNDRETT        Director
- -------------------------
Jack M. Brundrett  

- -------------------------    Director
John J. Fleming

- -------------------------    Director
Richard Hanselman

- -------------------------    Director
Ralph L. Cheek

 /S/ DON NAVARRO             Director
- -------------------------
Don Navarro   

/S/ JACK C. PAGE             Director
- -------------------------
Jack C. Page  

- -------------------------    Director
Thomas A. James

                                     -6-
INDEX TO EXHIBITS

Exhibit      Description
- -------      -----------
  4.1        Specimen certificate for shares of the Company's common stock, par 
             value $0.10 per share.  Exhibit 4.1 to the Company's Registration 
             Statement on Form S-2 (No. 33-48571) is incorporated herein by 
             reference.
    
 *4.2        The Company's Annual Incentive Program.
    
 *5.1        Opinion of Haynes and Boone, L.L.P.  
    
*23.1        Consent of Ernst & Young LLP
    
*23.2        Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 
             opinion).
    
*24.1        Power of Attorney (included on the signature page hereto).
______________________

*  Filed herewith

                                     -7-