<PAGE>

As filed with the Securities and Exchange Commission on February 21, 2001.
                                                     Registration  No. _________


                      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  1500
                       Central Tower at Williams Square
                             Irving, Texas  75039
                                (972) 401-7200
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)


                IMCO RECYCLING INC. 2000 RESTRICTED STOCK PLAN
                             (Full Title of Plan)

                                Paul V. Dufour
        Executive Vice President, Chief Financial Officer and Secretary
                              IMCO Recycling Inc.
                     5215 North O'Connor Blvd., Suite 1500
                       Central Tower at Williams Square
                             Irving, Texas  75039
                                (972) 401-7200
           (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
       Title of                                Amount to be     Offering Price Per     Aggregate Offering        Amount of
Securities to be Registered                  Registered(1)(2)         Share (2)             Price(2)           Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                  <C>                   <C>                      <C>
Common Stock, par value $0.10 per share         300,000             $6.16               $1,849,500                $463.00
===============================================================================================================================
</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 IMCO Recycling Inc. 2000 Restricted Stock Plan (the
    "Plan").

(2) The 300,000 shares registered hereby represent shares issuable pursuant to
    the Plan.  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 February 16, 2001, as reported on the New York Stock Exchange composite
    tape ($6.16 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 14, 2000, as filed with
             the Commission on Form 10-K, File No. 001-07170, for the fiscal
             year ended December 31, 1999;

        (b)  The Company's Quarterly Reports, dated May 15, 2000, August 17,
             2000 (Notification of late filing - August 15, 2000), and November
             14, 2000, as filed with the Commission on Form 10-Q, File No.
             001-07170.

        (c)  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, 1999; and

        (d)  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.

        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.

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 (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding.

        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 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

                                      -2-
<PAGE>

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) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, (3) if there are no disinterested directors or if the
disinterested directors so direct, by independent legal counsel in a written
opinion, or (4) 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 $0.10 per share. Exhibit 4.1 to the Company's
               Registration Statement on Form S-2, is incorporated herein by
               reference.

  4.2          Certificate of Incorporation of IMCO Recycling Inc., as amended
               May 13, 1998, filed as Exhibit 3.1 to the Company's Quarterly
               Report on Form 10-Q for the quarterly period ended June 30, 1998,
               and incorporated herein by reference.

  4.3          Bylaws of IMCO Recycling Inc., as amended, effective as of March
               24, 1999, filed as Exhibit 3.2 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1999, and incorporated
               herein by reference.

  4.4          The Company's 2000 Restricted Stock Plan.

  5.1          Opinion of Haynes and Boone, L.L.P.


                                      -3-
<PAGE>

Exhibit                              Description
-------                              -----------


 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 and each
             filing of the Plan's annual report pursuant to 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

                                      -4-
<PAGE>

             offered herein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.


        C.   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 February 20, 2001.

                 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 February 20, 2001.


        Signature                          Title
        ---------                          -----

/s/ Don V. Ingram               Director, Chairman of the Board of Directors and
------------------------        Chief Executive Officer
       Don V. Ingram            (Principal Executive Officer)

/s/ Paul V. Dufour              Executive Vice President - Finance and
------------------------        Administration,
       Paul V. Dufour           Chief Financial Officer and Secretary
                                (Principal Financial Officer)

/s/ Robert R. Holian            Vice President and Controller
------------------------        (Principal Accounting Officer)
       Robert R. Holian

/s/ Jeb Hensarling              Director
------------------------
       Jeb Hensarling

/s/ John J. Fleming             Director
------------------------
       John J. Fleming

/s/ Steve Bartlett              Director
------------------------
       Steve Bartlett

/s/ Don Navarro                 Director
-----------------------
       Don Navarro

/s/ William Warshauer           Director
------------------------
       William Warshauer

/s/ Hugh G. Robinson            Director
------------------------
       Hugh G. Robinson



<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, is incorporated herein by
                reference.

     4.2        Certificate of Incorporation of IMCO Recycling Inc., as amended
                May 13, 1998, filed as Exhibit 3.1 to the Company's Quarterly
                Report on Form 10-Q for the quarterly period ended June 30,
                1998, and incorporated herein by reference.

     4.3        Bylaws of IMCO Recycling Inc., as amended, effective as of March
                24, 1999, filed as Exhibit 3.2 to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1999, and incorporated
                herein by reference.

     4.4        The Company's 2000 Restricted Stock Plan.

     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", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20493}]
{"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": "333-55962", "film-number": "1550968"}, "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 February 21, 2001.
                                                     Registration  No. _________

                      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  1500
                       Central Tower at Williams Square
                             Irving, Texas  75039
                                (972) 401-7200
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                IMCO RECYCLING INC. 2000 RESTRICTED STOCK PLAN
                             (Full Title of Plan)

                                Paul V. Dufour
        Executive Vice President, Chief Financial Officer and Secretary
                              IMCO Recycling Inc.
                     5215 North O'Connor Blvd., Suite 1500
                       Central Tower at Williams Square
                             Irving, Texas  75039
                                (972) 401-7200
           (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
       Title of                                Amount to be     Offering Price Per     Aggregate Offering        Amount of
Securities to be Registered                  Registered(1)(2)         Share (2)             Price(2)           Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share         300,000             $6.16               $1,849,500                $463.00
===============================================================================================================================
(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 IMCO Recycling Inc. 2000 Restricted Stock Plan (the
    "Plan").

(2) The 300,000 shares registered hereby represent shares issuable pursuant to
    the Plan.  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 February 16, 2001, as reported on the New York Stock Exchange composite
    tape ($6.16 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 14, 2000, as filed with
             the Commission on Form 10-K, File No. 001-07170, for the fiscal
             year ended December 31, 1999;

        (b)  The Company's Quarterly Reports, dated May 15, 2000, August 17,
             2000 (Notification of late filing - August 15, 2000), and November
             14, 2000, as filed with the Commission on Form 10-Q, File No.
             001-07170.

        (c)  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, 1999; and

        (d)  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.

        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.

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 (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding.

        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 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

                                      -2-
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) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, (3) if there are no disinterested directors or if the
disinterested directors so direct, by independent legal counsel in a written
opinion, or (4) 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 $0.10 per share. Exhibit 4.1 to the Company's
               Registration Statement on Form S-2, is incorporated herein by
               reference.

  4.2          Certificate of Incorporation of IMCO Recycling Inc., as amended
               May 13, 1998, filed as Exhibit 3.1 to the Company's Quarterly
               Report on Form 10-Q for the quarterly period ended June 30, 1998,
               and incorporated herein by reference.

  4.3          Bylaws of IMCO Recycling Inc., as amended, effective as of March
               24, 1999, filed as Exhibit 3.2 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1999, and incorporated
               herein by reference.

  4.4          The Company's 2000 Restricted Stock Plan.

  5.1          Opinion of Haynes and Boone, L.L.P.

                                      -3-
Exhibit                              Description
-------                              -----------

 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 and each
             filing of the Plan's annual report pursuant to 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

                                      -4-
offered herein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

        C.   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 February 20, 2001.

                 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 February 20, 2001.

        Signature                          Title
        ---------                          -----

/s/ Don V. Ingram               Director, Chairman of the Board of Directors and
------------------------        Chief Executive Officer
       Don V. Ingram            (Principal Executive Officer)

/s/ Paul V. Dufour              Executive Vice President - Finance and
------------------------        Administration,
       Paul V. Dufour           Chief Financial Officer and Secretary
                                (Principal Financial Officer)

/s/ Robert R. Holian            Vice President and Controller
------------------------        (Principal Accounting Officer)
       Robert R. Holian

/s/ Jeb Hensarling              Director
------------------------
       Jeb Hensarling

/s/ John J. Fleming             Director
------------------------
       John J. Fleming

/s/ Steve Bartlett              Director
------------------------
       Steve Bartlett

/s/ Don Navarro                 Director
-----------------------
       Don Navarro

/s/ William Warshauer           Director
------------------------
       William Warshauer

/s/ Hugh G. Robinson            Director
------------------------
       Hugh G. Robinson
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, is incorporated herein by
                reference.

     4.2        Certificate of Incorporation of IMCO Recycling Inc., as amended
                May 13, 1998, filed as Exhibit 3.1 to the Company's Quarterly
                Report on Form 10-Q for the quarterly period ended June 30,
                1998, and incorporated herein by reference.

     4.3        Bylaws of IMCO Recycling Inc., as amended, effective as of March
                24, 1999, filed as Exhibit 3.2 to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1999, and incorporated
                herein by reference.

     4.4        The Company's 2000 Restricted Stock Plan.

     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).