<PAGE>
 
   As filed with the Securities and Exchange Commission on January 28, 1999.
   -------------------------------------------------------------------------
                                                    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

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
================================================================================================================

                                                                       Proposed Maximum        Amount of
                         Title of                                     Aggregate Offering    Registration Fee  
                Securities to be Registered                               Price (2)

----------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>        <C>                   <C>    
Common Stock, par value $0.10 per share    400,000 shares  $13.344         $5,337,600        $1,483.85

================================================================================================================
</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 400,000 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 January 27, 1998, as
    reported on the New York Stock Exchange composite tape ($13.344 per share).
<PAGE>
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


     IMCO Recycling Inc. (the "Company") hereby incorporates by reference the
Company's Registration Statement on Form S-8 (Registration No. 333-07091) filed
with the Securities and Exchange Commission (the "Commission") on June 28, 1996
(the "1996 Form S-8"). The Company also incorporates by reference the
description of the Company's common stock, par value $0.10 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).



                 IMCO RECYCLING INC. ANNUAL INCENTIVE PROGRAM


     By means of the 1996 Form S-8, the Company registered 500,000 shares of
Common Stock pursuant to its Annual Incentive Program (the "Program").   This
Registration Statement registers an additional 400,000 shares of Common Stock
issuable pursuant to the Program, as authorized by the Company's stockholders at
the Company's Annual Meeting of Stockholders held on May 13, 1998.
<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 December 18, 1998.

                                    IMCO RECYCLING INC.

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


                               POWER OF ATTORNEY


     Each of the undersigned hereby appoints Don V. Ingram 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 December 18, 1998.


          SIGNATURE                                 TITLE
          ---------                                 -----


     /S/ DON V. INGRAM                Director, Chairman of the Board of
     ----------------------           Directors and Chief Executive Officer
          Don V. Ingram               

     /S/ RICHARD L. KERR              President and Chief Operating Officer
     ----------------------                                                     
          Richard L. Kerr

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

     /S/ JOHN J. FLEMING              Director
     ----------------------                    
          John J. Fleming

     /S/ STEVE BARTLETT               Director
     ----------------------                        
          Steve Bartlett

     /S/ RALPH L. CHEEK               Director
     ----------------------                   
          Ralph L. Cheek

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

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

     /S/ THOMAS A. JAMES              Director
     ----------------------                   
          Thomas A. James

<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).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9526}]
{"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": "333-71335", "film-number": "99515456"}, "business-address": {"street1": "5215 N OCONNOR BLVD STE 940", "street2": "CENTRAL TOWERS AT WILLIAM SQUARE", "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 January 28, 1999.
   -------------------------------------------------------------------------
                                                    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        Amount of
                         Title of                                     Aggregate Offering    Registration Fee  
                Securities to be Registered                               Price (2)

----------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share    400,000 shares  $13.344         $5,337,600        $1,483.85

================================================================================================================
(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 400,000 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 January 27, 1998, as
    reported on the New York Stock Exchange composite tape ($13.344 per share).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     IMCO Recycling Inc. (the "Company") hereby incorporates by reference the
Company's Registration Statement on Form S-8 (Registration No. 333-07091) filed
with the Securities and Exchange Commission (the "Commission") on June 28, 1996
(the "1996 Form S-8"). The Company also incorporates by reference the
description of the Company's common stock, par value $0.10 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).

                 IMCO RECYCLING INC. ANNUAL INCENTIVE PROGRAM

     By means of the 1996 Form S-8, the Company registered 500,000 shares of
Common Stock pursuant to its Annual Incentive Program (the "Program").   This
Registration Statement registers an additional 400,000 shares of Common Stock
issuable pursuant to the Program, as authorized by the Company's stockholders at
the Company's Annual Meeting of Stockholders held on May 13, 1998.
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 December 18, 1998.

                                    IMCO RECYCLING INC.

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

                               POWER OF ATTORNEY

     Each of the undersigned hereby appoints Don V. Ingram 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 December 18, 1998.

          SIGNATURE                                 TITLE
          ---------                                 -----

     /S/ DON V. INGRAM                Director, Chairman of the Board of
     ----------------------           Directors and Chief Executive Officer
          Don V. Ingram               

     /S/ RICHARD L. KERR              President and Chief Operating Officer
     ----------------------                                                     
          Richard L. Kerr

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

     /S/ JOHN J. FLEMING              Director
     ----------------------                    
          John J. Fleming

     /S/ STEVE BARTLETT               Director
     ----------------------                        
          Steve Bartlett

     /S/ RALPH L. CHEEK               Director
     ----------------------                   
          Ralph L. Cheek

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

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

     /S/ THOMAS A. JAMES              Director
     ----------------------                   
          Thomas A. James
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).