<PAGE>

As filed with the Securities and Exchange Commission on June 30, 1999.
                                                     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 940
                       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. EMPLOYEE STOCK PURCHASE 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 940
                       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            Proposed
                                                          Maximum             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 $0.10 per share   800,000                 $ 15.5625           $ 12,450,000     $ 3,462
===========================================================================================================
</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. Employee Stock Purchase Plan (the
     "Plan"). In addition, pursuant to Rule 416(c), under the Securities Act of
     1933, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  The 800,000 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 June 24, 1999, as reported on the New York Stock Exchange
     composite tape ($15.5625 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"), and the Plan 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, 1999, as filed with the
Commission on Form 10-K, File No. 001-07170, for the fiscal year ended December
31, 1998;

     (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, 1998; 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 and the Plan 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, 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 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.
<PAGE>

     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 $.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        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 February
             25, 1997, filed as Exhibit 3.2 to the Company's Annual Report on
             Form 10-K for the year ended December 31, 1997, and incorporated
             herein by reference.

  4.4        The Company's Employee Stock Purchase Plan.

  5.1        Opinion of Haynes and Boone, L.L.P.
<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 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 offered herein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.
<PAGE>

     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.
<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 29, 1999.

                                    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 June 29, 1999.


       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, Chief Financial Officer and Secretary
   Paul V. Dufour         (Principal Financial Officer)





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



   /S/ JEB HENSARLING     Director
-------------------------
   Jeb Hensarling


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


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


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


   /S/ WILLIAM WARSHAUER  Director
-------------------------
   William Warshauer


                          Director
------------------------
   Hugh G. Robinson
<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, the IMCO
Recycling Inc. Employee Stock Purchase Plan Committee, the administrator of the
Plan, 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 29, 1999.

                              IMCO RECYCLING INC. EMPLOYEE STOCK PURCHASE PLAN


                              By: IMCO Recycling Inc. Employee Stock Purchase
                                      Plan Committee


                              /s/ JAMES B. WALBURG
                              ------------------------------
                              James B. Walburg
                              Member of Plan Committee


                              /s/ ROBERT R. HOLIAN
                              ------------------------------
                              Robert R. Holian
                              Member of Plan Committee


                              /s/ JAMES A. MADDEN
                              ------------------------------
                              James A. Madden
                              Member of Plan Committee
<PAGE>

                               INDEX TO 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        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
                  February 25, 1997, filed as Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the year ended December 31,
                  1997, and incorporated herein by reference.

       4.4        The Company's Employee Stock Purchase 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", "description": "FORM S-8", "secsgml_size_bytes": 20968}]
{"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": "333-81949", "film-number": "99656808"}, "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 June 30, 1999.
                                                     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 940
                       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. EMPLOYEE STOCK PURCHASE 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 940
                       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            Proposed
                                                          Maximum             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 $0.10 per share   800,000                 $ 15.5625           $ 12,450,000     $ 3,462
===========================================================================================================
(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. Employee Stock Purchase Plan (the
     "Plan"). In addition, pursuant to Rule 416(c), under the Securities Act of
     1933, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  The 800,000 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 June 24, 1999, as reported on the New York Stock Exchange
     composite tape ($15.5625 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"), and the Plan 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, 1999, as filed with the
Commission on Form 10-K, File No. 001-07170, for the fiscal year ended December
31, 1998;

     (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, 1998; 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 and the Plan 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, 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 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) 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 $.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        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 February
             25, 1997, filed as Exhibit 3.2 to the Company's Annual Report on
             Form 10-K for the year ended December 31, 1997, and incorporated
             herein by reference.

  4.4        The Company's Employee Stock Purchase 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).

     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 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.
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 29, 1999.

                                    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 June 29, 1999.

       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, Chief Financial Officer and Secretary
   Paul V. Dufour         (Principal Financial Officer)

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

   /S/ JEB HENSARLING     Director
-------------------------
   Jeb Hensarling

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

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

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

   /S/ WILLIAM WARSHAUER  Director
-------------------------
   William Warshauer

                          Director
------------------------
   Hugh G. Robinson
Pursuant to the requirements of the Securities Act of 1933, the IMCO
Recycling Inc. Employee Stock Purchase Plan Committee, the administrator of the
Plan, 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 29, 1999.

                              IMCO RECYCLING INC. EMPLOYEE STOCK PURCHASE PLAN

                              By: IMCO Recycling Inc. Employee Stock Purchase
                                      Plan Committee

                              /s/ JAMES B. WALBURG
                              ------------------------------
                              James B. Walburg
                              Member of Plan Committee

                              /s/ ROBERT R. HOLIAN
                              ------------------------------
                              Robert R. Holian
                              Member of Plan Committee

                              /s/ JAMES A. MADDEN
                              ------------------------------
                              James A. Madden
                              Member of Plan Committee
INDEX TO 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        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
                  February 25, 1997, filed as Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the year ended December 31,
                  1997, and incorporated herein by reference.

       4.4        The Company's Employee Stock Purchase 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).