EXHIBIT 4.6

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                              FIRST AMENDMENT

                                     TO

                  REVOLVING CREDIT AND TERM LOAN AGREEMENT

                         DATED AS OF APRIL 18, 1997

                                BY AND AMONG

                         NIAGARA COLD DRAWN CORP.,

                           LASALLE STEEL COMPANY

                                    AND

                  MANUFACTURERS AND TRADERS TRUST COMPANY,

                                 CIBC INC.

                                    AND

                             NATIONAL CITY BANK

                                    AND

             MANUFACTURERS AND TRADERS TRUST COMPANY, AS AGENT

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                       Dated as of September 4, 1997

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            WHEREAS, NIAGARA COLD DRAWN CORP., a Delaware corporation,
having its principal office at 110 Hopkins Street, Buffalo, New York,
("NCDC"), LASALLE STEEL COMPANY, a Delaware corporation, having its
principal office at 1412 150th Street, Hammond, Indiana ("LaSalle") (NCDC
and LaSalle being collectively referred to as the "Borrowers", and indi
vidually as a "Borrower"), MANUFACTURERS AND TRADERS TRUST COMPANY, a New
York banking corporation having its principal office at One M&T Plaza,
Buffalo, New York ("M&T"), CIBC INC., a Delaware banking corporation having
its principal office at 425 Lexington Avenue, New York, New York ("CIBC")
and NATIONAL CITY BANK, a national banking association having its principal
office at National City Center, 1900 East Ninth Street, Cleveland, Ohio
("National"), and M&T, as administra tive, collateral and documentation
agent for the Banks (M&T to be referred to in such capacity as "Agent"),
are parties to a Revolving Credit and Term loan Agreement dated as of April
18, 1997 (the "Credit Agreement"); and

            WHEREAS, THE PRUDENTIAL INSURANCE COMPANY OF AMER ICA, a New
Jersey mutual insurance company having an office at One Gateway Center,
Newark, New Jersey ("Prudential") and THE NATIONAL BANK OF CANADA, a
Canadian chartered bank having a domestic branch at 125 West 55th Street,
New York, New York ("NBC"), became parties to the Credit Agreement by
assignment of portions of the credit commitments of various parties thereto
(M&T, CIBC, National, Prudential and NBC being col lectively referred to
herein as the "Banks", individually as a "Bank"); and

            WHEREAS, the Borrowers have requested that the Agent and the
Banks amend, and the Agent and the Banks have agreed to amend, certain
provisions of the Credit Agreement.

            NOW, THEREFORE, the parties hereto hereby agree as follows:

      A. The following definitions shall be added to the Credit Agreement:

            "Prime Revolver Loan": the outstanding and unpaid principal
balance of each Revolving Credit Loan bearing interest at the Adjusted
Prime Rate pursuant to Subsections 2.1(c)(ii) or 2.1(c)(iii), and shall
specifically include each Swingline Loan.

            "Swingline Bank": for the purposes of this Agree ment and
Subsection 2.1(c)(iii) specifically, M&T.

            "Swingline Loan": each Prime Revolver Loan that is borrowed on
the same date as requested by a Borrower, pursu ant to Subsection
2.1(c)(iii).

      B. Subsection 2.1(c) of the Credit Agreement shall be deleted in its
entirety and replaced with the following:

            (c)   Notice and Manner of Borrowing.

                  (i) LIBOR Rate Loans. Each Borrower request ing a
Revolving Credit Loan that will be a LIBOR Rate Loan shall give the Agent
notice (a "Notice of Borrowing", in the form of Exhibit B hereto) at least
three (3) Business Days prior to the date it desires such LIBOR Rate Loan
to be made, specifying: (A) The date on which such LIBOR Rate Loan will be
advanced (such Loan's "Borrowing Date"); (B) the principal amount of such
LIBOR Rate Loan; and (C) the duration of the LIBOR Rate Period elected by
such Borrower in such Notice of Borrowing. Each Notice of Borrowing for a
LIBOR Rate Loan shall be irrevocable and shall be given to the Agent by not
later than 11:00 a.m. (Eastern Standard Time or Eastern Daylight Savings
Time, as the case may be) on the day which is not less than the number of
Business Days specified above for such notice. Each Borrowing Date shall be
a Business Day, and for LIBOR Rate Loans shall be the proposed commence
ment date of the applicable LIBOR Rate Period of such LIBOR Rate Loan.
After receiving a Notice of Borrowing for a LIBOR Rate Loan, the Agent
shall promptly notify each Bank by telephone of such Notice of Borrowing
and such Bank's Propor tionate Revolving Credit Commitment for the
principal amount of such LIBOR Rate Loan. Each Bank shall, before 11:00
a.m. (Eastern Standard Time or Eastern Daylight Savings Time, as the case
may be) on the Borrowing Date, deposit with the Agent such Bank's
Proportionate Revolving Credit Commitment for the principal amount of such
LIBOR Rate Loan in immedi ately available funds. Upon fulfillment of all
applicable conditions set forth herein and after receipt by the Agent of
such funds, the Agent shall pay or deliver all funds so received to the
order of the Borrower that delivered the Notice of Borrowing at the
Principal Office of the Agent. Each LIBOR Rate Loan which does not utilize
the Revolving Credit Commitment in full shall be in an amount of not less
than One Hundred Thousand Dollars ($100,000) and, if in an amount greater
than One Hundred Thousand Dollars ($100,000), shall be in whole multiples
of Fifty Thousand Dollars ($50,000).

            (ii) Prime Revolver Loans. Each Borrower requesting a Revolving
Credit Loan that will be a Prime Revolver Loan (other than a Swingline
Loan, as described in Subsection 2.1(c)(iii), below) shall give the Agent a
Notice of Borrowing at least one (1) Business Day prior to the date it
desires such Prime Revolver Loan to be made, specifying: (A) the date on
which such Prime Revolver Loan will be ad vanced (such Loan's "Borrowing
Date"); and (B) the principal amount of such Prime Revolver Loan. Each
Notice of Borrowing for a Prime Revolver Loan shall be irrevocable and
shall be given to the Agent by not later than 11:00 a.m. (Eastern Standard
Time or Eastern Daylight Savings Time, as the case may be) on a Business
Day which is not less than the number of Business Days specified above for
such notice. After receiving a Notice of Borrowing for a Prime Revolver
Loan, the Agent shall promptly notify each Bank by telephone of such Notice
of Borrowing and such Bank's Proportionate Re volving Credit Commitment for
the principal amount of such Prime Revolver Loan. Each Bank shall, before
11:00 a.m. (Eastern Standard Time or Eastern Daylight Savings Time, as the
case may be) on the Borrowing Date, deposit with the Agent such Bank's
Proportionate Revolving Credit Commitment for the principal amount of such
Prime Revolver Loan in immediately available funds. Upon fulfillment of all
appli cable conditions set forth herein and after receipt by the Agent of
such funds, the Agent shall pay or deliver all funds so received to the
order of the Borrower that delivered the Notice of Borrowing at the
Principal Office of the Agent. Each Prime Revolver Loan which does not
utilize the Revolving Credit Commitment in full shall be in an amount of
not less than Fifty Thousand Dollars ($50,000) and, if in an amount greater
than Fifty Thousand Dollars ($50,000), shall be in whole multiples of Ten
Thousand Dollars ($10,000).

                  (iii) Swingline Loans.

                        (A)   Notwithstanding the provisions of
Subsection 2.1(c)(ii), above, each Borrower may from time to time request
the Swingline Bank to consider making a Prime Revolver Loan that will be a
Swingline Loan to such Borrower. Each Borrower requesting a Swingline Loan
shall give the Agent and the Swingline Bank a Notice of Borrowing on the
date on which the Borrower desires such Swingline Loan to be made (such
Loan's "Borrowing Date"), specifying (I) the principal amount of such
Swingline Loan, (II) the aggregate amount of Swingline Loans outstanding,
both before and after giving effect to such Swingline Loan, and (III) such
Swingline Loan's Borrowing Date. Each Notice of Borrowing with respect to a
Swingline Loan shall be irrevocable and shall be given to the Agent and the
Swingline Bank by not later than 11:00 a.m. (Eastern Standard Time or
Eastern Daylight Savings Time, as the case may be) on a Business Day.

                        (B) Any decision to make a Swingline
Loan to a Borrower shall be in the sole and absolute discre tion of the
Swingline Bank, and the Swingline Bank shall review each request for a
Swingline Loan on a case-by-case basis. The Swingline Bank shall not make a
Swingline Loan if it has actual notice, or has received notice from the
Agent, any Bank or a Borrower, that an Event of Default has occurred and is
continuing. Other than instances in which the Swingline Bank has actual
notice, or has received notice from the Agent, any Bank or a Borrower, that
an Event of Default has occurred and is continuing, in the event the
Swingline Bank does not approve a Borrower's request for a Swingline Loan,
the Notice of Borrowing delivered to the Agent request ing a Swingline Loan
shall be treated as a Notice of Borrow ing for a Prime Revolver Loan
pursuant to the provisions of Subsection 2.1(c)(ii), above, and such
requested loan's Borrowing Date shall be deemed to be the earliest
Borrowing Date provided for Prime Revolver Loans following delivery of such
Notice of Borrowing to the Agent pursuant to such Sub section. This
Agreement does not constitute a commitment, and the Swingline Bank shall
not have any obligation, to make any Swingline Loan.

                        (C) Each Swingline Loan shall be in an
amount of not less than Fifty Thousand Dollars ($50,000) and, if in an
amount greater than Fifty Thousand Dollars ($50,000), shall be in whole
multiples of Ten Thousand Dol lars ($10,000). No Swingline Loan shall (I)
be in an amount greater than Five Million Dollars ($5,000,000), or (II)
either individually or when aggregated with all other Swingline Loans,
exceed the amount of the Swingline Bank's Proportionate Revolving Credit
Commitment.

                        (D) If, after receiving a Notice of
Borrowing with respect to a Swingline Loan, and upon such Borrower's
fulfillment of all applicable conditions set forth herein, the Swingline
Bank elects to make a Swingline Loan available to the Borrower requesting
such Loan, the Swingline Bank shall (I) notify such Borrower by 1:00 p.m.
(Eastern Standard Time or Eastern Daylight Savings Time, as the case may
be) on the specified Borrowing Date of such election, (II) pay or deliver
all funds so requested by such Borrower in the Notice of Borrowing by the
end of business on such Swingline Loan's Borrowing Date at the Principal
Office of the Agent, and (III) promptly notify the Agent of such Swingline
Loan.

                        (E) After receiving notice of a
Swingline Loan from the Swingline Bank, the Agent shall promptly notify
each Bank by telephone of such Swingline Loan and of such Bank's
Proportionate Revolving Credit Commitment for the principal amount of such
Swingline Loan. Each Bank (other than the Swingline Bank) shall, before
11:00 a.m. (Eastern Standard Time or Eastern Daylight Savings Time, as the
case may be) on the Business Day immediately following the Borrowing Date
of a Swingline Loan, deposit with the Agent such Bank's Proportionate
Revolving Credit Commitment for the principal amount of such Swingline Loan
in immedi ately available funds. After receipt by the Agent of such funds,
the Agent shall pay or deliver all funds so received to the order of the
Swingline Bank to the account designated by the Swingline Bank for the
receipt of such funds, and each amount paid by a Bank to the Agent for the
account of the Swingline Bank shall constitute such Bank's Proportionate
Revolving Credit Commitment with respect to such Swingline Loan for
purposes of this Agreement and the Revolving Credit Note.

                        (F)   Upon one (1) Business Day's written
notice to the Agent and the other Banks, any Bank (including the Swingline
Bank) may elect to discontinue to honor any Notice of Borrowing with
respect to a Swingline Loan deliv ered to the Swingline Bank and the Agent
after such notice. In such event, the Agent and other Banks shall elect to
either (I) terminate the availability of Swingline Loans to the Borrowers
after the date of such notice, or (II) negoti ate with the Borrowers an
alternate method of making Swingline Loans (or an equivalent form of
credit) available to the Borrowers upon terms and conditions satisfactory
to the Banks.

      c. The last sentence of Subsection 2.3(a)(i) of the Credit Agreement
shall be deleted in its entirety and re placed with the following:

            Interest on each LIBOR Rate Loan shall be payable in arrears in
immediately available funds to the Agent at the Agent's Principal Office
(I) for LIBOR Rate Periods of less than ninety (90) days, on the last day
of such LIBOR Rate Period, and (II) for LIBOR Rate Periods of greater than
ninety (90) days, [a] at the end of the ninety (90) day period beginning
with the commencement of such LIBOR Rate Period, [b] at the end of each
succeeding ninety (90) day period, and [c] on the last day of such LIBOR
Rate Period.

      D. The last sentence of Subsection 2.3(a)(ii) of the Credit Agreement
shall be deleted in its entirety and re placed with the following:

            Interest on each Prime Revolver Loan shall be payable in
arrears in immediately available funds to the Agent at the Agent's
Principal Office (A) if such Loan's Revolving Credit Termination Date falls
after the end of the calendar month in which such Loan is made, (I) no
later than the last day of the calendar month in which the Loan is made,
and (II) no later than the last day of the calendar month which includes
such Loan's Revolving Credit Termination Date, (B) if such Loan's Revolving
Credit Termination Date falls within the same calendar month as the month
in which the Loan is made, no later than the last day of such calendar
month, or (C) if such Prime Revolver Loan is prepaid pursuant to the
provisions of Subsection 2.4(b), on the date that such pre payment is made
to Agent.

      E. The first two (2) sentences of Subsection 2.7 of the Credit
Agreement shall be deleted in their entirety and replaced with the
following:

            Unless the Agent shall have received notice from a Bank prior
to the Borrowing Date of any Revolving Credit Loan that such Bank will not
make available to the Agent the amount of such Bank's Proportionate
Revolving Credit Commit ment with respect to such Loan, the Agent may
assume that such Bank (a) if a LIBOR Rate Loan or a Prime Revolver Loan
(other than a Swingline Loan) has made such amount available to the Agent
on such Loan's Borrowing Date, or (b) if a Swingline Loan, will make such
amount available to the Agent on the day immediately following such Loan's
Borrowing Date. If and to the extent any Bank does not make the amount of
its Proportionate Revolving Credit Commitment available to the Agent as
described above, such Bank agrees to repay to the Agent forthwith on demand
such corresponding amount together with interest and administrative charges
thereon, for each day such amount is made available to the Borrowers until
such amount is repaid to the Agent, at the customary rates set by the Agent
for the correction of errors among banks.

      F. All capitalized terms used herein, unless otherwise defined
herein, have the same meaning provided therefor in the Credit Agreement.

      G. The amendments set forth herein are limited pre cisely as written
and shall not be deemed to (a) be a consent to or a waiver of any other
term or condition of the Credit Agreement or any of the documents referred
to therein, or (b) prejudice any right or rights which the Agent or any
Bank may now have or may have in the future under or in connection with the
Credit Agreement or any documents referred to therein. Whenever the Credit
Agreement is referred to in the Credit Agreement or in any of the
instruments, agreements or other documents or papers executed and delivered
in connec tion therewith, it shall be deemed to mean the Credit Agree ment
as modified by this First Amendment.

      H. This First Amendment may be executed by one or more the parties to
this First Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

            IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered by their respective duly
authorized officers as of the date first above written.

                              NIAGARA COLD DRAWN CORP.


                              By:  /s/ Raymond Rozanski
                                 -----------------------------------------
                              Name:  Raymond Rozanski
                              Title: Executive Vice President

                              LASALLE STEEL COMPANY


                              By:  /s/ Raymond Rozanski
                                 -----------------------------------------
                              Name:  Raymond Rozanski
                              Title: Executive Vice President


                              MANUFACTURERS AND TRADERS TRUST COMPANY


                              By:  /s/ Robert J. Kush
                                 ----------------------------------------
                              Name:  Robert J. Kush
                              Title: Vice President


                              CIBC INC.


                              By:  /s/ William J. Koslo, Jr.
                                 ---------------------------------------
                              Name:  William J. Koslo, Jr.
                              Title: Director


                              NATIONAL CITY BANK


                              By:  /s/ Carlton Saisson
                                 ---------------------------------------
                              Name:  Carlton Saisson
                              Title: Vice President


                              THE PRUDENTIAL INSURANCE COMPANY OF
                              AMERICA


                              By:  /s/ Kevin J. Kraska
                                 ---------------------------------------
                              Name:  Kevin J. Kraska
                              Title: Vice President


                              THE NATIONAL BANK OF CANADA


                              By:  /s/ Robert Uhrig
                                 --------------------------------------
                              Name:  Robert Uhrig
                              Title: Vice President and Manager


                              By:  /s/ Mark J. Nigro
                                 --------------------------------------
                              Name:  Mark J. Nigro
                              Title: Vice President


                              MANUFACTURERS AND TRADERS TRUST COMPANY,
                              AS AGENT


                              By:  /s/ Robert J. Kush
                                 -------------------------------------
                              Name:  Robert J. Kush
                              Title: Vice President