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                                                                    EXHIBIT 10.3

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY
     FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
     DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
     HYPOTHECATED OR OTHERWISE DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL,
     SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS
     NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY
     APPLICABLE STATE SECURITIES LAWS.



No.  IW-02                          WARRANT                        June 23, 1997
                  To Purchase 462,500 Shares of Common Stock of
                             Metal Management, Inc.

     1.  Number of Shares; Exercise Price; Term. This certifies that, in partial
consideration of entering into the Purchase Agreement and Plan of Merger entered
into effective as of June 23, 1997, by and among Metal Management, Inc., a
Delaware corporation (the "Company"), Isaac Acquisition Corporation, The Isaac
Corporation ("Isaac"), Ferrex Trading Corporation ("Ferrex"), Paulding
Recycling, Inc. ("Paulding"), Briquetting Corporation of America ("Briquetting")
(Isaac, Ferrex, Paulding and Briquetting referred to collectively as the
"Companies") and all of the shareholders of the Companies (the "Purchase
Agreement"), George A. Isaac, III, Trustee of the George A. Isaac, III Second
Revocable Trust ("Holder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time after the date hereof and at or
prior to 11:59 p.m. Central Time, on June 22, 2002 (the "Expiration Time"), but
not thereafter, to acquire from the Company, in whole or in part, from time to
time, up to (i) 375,000 fully paid and nonassessable shares (the "Shares") of
common stock $.01 par value of the Company ("Common Stock") at a purchase price
equal to $10.80 per Share; and (ii) 87,500 Shares at a purchase price equal to
$11.70 per Share, all as adjusted pursuant to Section 11 hereof (the "Exercise
Price"). Such number of Shares, type of security and Exercise Price are subject
to adjustment as provided herein, and all references to "Common Stock" and
"Exercise Price" herein shall be deemed to include any such adjustment or series
of adjustments.

     2.  Exercise of Warrant. The purchase rights represented by this Warrant 
are exercisable by the Holder, in whole or in part, at any time, or from time to
time, prior to the Expiration Time by the surrender of this Warrant and the
Notice of Exercise annexed hereto, all duly completed and executed on behalf of
the Holder, at the office of the Company in Chicago, Illinois (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company), and
upon payment of the Exercise Price for the Shares thereby purchased (by cash,
certified or cashier's check or wire transfer payable to the order of the
Company, at the time of exercise in an amount equal to the purchase price of the
Shares thereby purchased). Thereupon, the Holder, shall be entitled to receive
from the Company a stock certificate in proper form representing the number of
Shares so purchased, and a new Warrant in substantially identical form and dated
as of such exercise for the purchase of that number of Shares equal to the
difference, if any, between the number of Shares subject hereto and the number
of Shares as to which this Warrant is so exercised.

     3.  Issuance of Shares. Certificates for Shares purchased hereunder shall 
be delivered to the Holder within a reasonable time after the date on which this
Warrant shall have been exercised in accordance with the terms hereof. The
Company hereby represents and warrants that all Shares that may be issued upon


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the exercise of this Warrant will, upon such exercise, be duly and validly
authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges in respect of the issuance thereof (other than liens or
charges created by or imposed upon the Holder or taxes in respect of any
transfer occurring contemporaneously or otherwise specified herein). The Company
agrees that the Shares so issued shall be and shall for all purposes be deemed
to have been issued to the Holder as the record owner of such Shares as of the
close of business on the date on which this Warrant shall have been exercised or
converted in accordance with the terms hereof.

     4.    No Fractional Shares or Scrip. No fractional Shares or scrip
representing fractional Shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional Share to which the Holder would otherwise be
entitled, the Holder shall be entitled, at his option, to receive either (i) a
cash payment equal to the excess of fair market value for such fractional Share
above the Exercise Price for such fractional share (as determined in good faith
by the Company) or (ii) a whole Share if the Holder tenders the Exercise Price
for one whole share.

     5.    No Rights as Shareholders. This Warrant does not entitle the Holder
hereof to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof.

     6.    Charges, Taxes and Expenses. Certificates for Shares issued upon
exercise of this Warrant shall be issued in the name of the Holder. Issuance of
certificates for Shares upon the exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax or other incidental expense
in respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company.

     7.    Additional Registration Right. The Company shall use its best efforts
to file as soon as practicable, and shall use its best efforts to cause to 
remain effective, a registration statement(s) as may be necessary to permit the
Holder to sell in the public market any and all Shares acquired hereunder, 
provided, that the Holder understands and agrees that this undertaking shall not
be deemed to impose any obligation upon the Company to take any action 
whatsoever that, in the opinion of the Company's Executive Committee, would or 
might delay or hinder any material transaction involving the Company, including
but not limited to any of the Company's acquisitions (such as its pending 
mergers with Cozzi Iron & Metal, Inc. and Proler Southwest) or any of the 
Company's debt or equity financings (such as its contemplated high yield debt 
ffering), or that would or might be deemed to be a default or violation of any 
of the Company's contracts in regard to any of such transactions or financings, 
including but not limited to any "blackout" periods imposed by the Company's 
underwriters. Notwithstanding the foregoing, the Holder shall have the right to 
participate on the same terms and conditions in any and all registration rights 
afforded to T. Benjamin Jennings, Gerard M. Jacobs, Albert A. Cozzi, Frank J. 
Cozzi, or Gregory P. Cozzi.

     8.    Exchange and Registry of Warrant. This Warrant is exchangeable, upon 
the surrender hereof by the Holder at the above-mentioned office or agency of 
the Company, for a new Warrant in substantially identical form in the name of 
the transferee(s) as designated by the Holder and dated as of such exchange. The
Company shall maintain at the above-mentioned office or agency a registry
showing the name and address of the Holder. This Warrant may be surrendered for
exchange or exercise, in accordance with its terms, at the office of the 
Company, and the Company shall be entitled to rely in all respects, prior to 
written notice to the contrary, upon such registry.

     9.    Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by 
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the 

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case of loss, theft or destruction, of indemnity or security reasonably 
satisfactory to it, and upon reimbursement to the Company of all reasonable 
expenses incidental thereto, and upon surrender and cancellation of this 
Warrant, if mutilated, the Company will make and deliver a new Warrant of like 
tenor and dated as of such cancellation and reissuance, in lieu of this Warrant.

     10.   Saturdays, Sundays, Holidays, etc. If the last or appointed day for 
the taking of any action or the expiration of any right required or granted 
herein shall be a Saturday or a Sunday or shall be a legal holiday, then such 
action may be taken or such right may be exercised on the next succeeding day 
not a Saturday or a Sunday or a legal holiday.

     11.   Adjustments and Termination of Rights. The Exercise Price per Share 
and the number of Shares purchasable hereunder are subject to adjustment from 
time to time as follows:

          (a)  Merger or Consolidation. If at any time there shall be a merger 
or a consolidation of the Company with or into another corporation when 
the Company is not the surviving corporation, then, as part of such merger
or consolidation, lawful provision shall be made so that the Holder shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the aggregate Exercise Price then in
effect, the number of shares of stock or other securities or property (including
cash) of the successor corporation resulting from such merger or consolidation,
to which the Holder as the holder of the stock deliverable upon exercise of this
Warrant would have been entitled in such merger or consolidation if this Warrant
had been exercised immediately before such merger or consolidation. In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the Holder after the
merger or consolidation. This provision shall apply to successive mergers or
consolidations.

          (b)   Reclassification, Recapitalization, etc. If the Company at any
time shall, by subdivision, combination or reclassification of securities,
recapitalization, automatic conversion, or other similar event affecting the
number or character of outstanding Shares, or otherwise, change any of the
securities as to which purchase rights under this Warrant exist into the same or
a different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change.

          (c)   Split, Subdivision or Combination of Shares. If the Company at 
any time while this Warrant remains outstanding and unexpired shall split, 
subdivide or combine the securities as to which purchase rights under this 
Warrant exist, the Exercise Price shall be proportionately decreased in the case
of a split or subdivision or proportionately increased in the case of a 
combination.

          (d)   Common Stock Dividends. If the Company at any time while this
Warrant is outstanding and unexpired shall pay a dividend with respect to Common
Stock payable in Shares, or make any other distribution with respect to Common
Stock of Shares, then the Exercise Price shall be adjusted, from and
after the date of determination of the shareholders entitled to receive such
dividend or distribution, to that price determined by multiplying the Exercise
Price in effect immediately prior to such date of determination by a fraction
(i) the numerator of which shall be the total number of Shares outstanding
immediately prior to such dividend or distribution, and (ii) the denominator of
which shall be the total 

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number of Shares outstanding immediately after such dividend or distribution. 
This paragraph shall apply only if and to the extent that, at the time of such 
event, this Warrant is then exercisable for Common Stock.

          (e)   Adjustment of Number of Shares. Upon each adjustment in the
Exercise Price pursuant to 11(c) or 11(d) hereof, the number of Shares
purchasable hereunder shall be adjusted, to the nearest whole Share, to the
product obtained by multiplying the number of Shares purchasable immediately
prior to such adjustment in the Exercise Price by a fraction (i) the numerator
of which shall be the Exercise Price immediately prior to such adjustment, and
(ii) the denominator of which shall be the Exercise Price immediately after such
adjustment.

          (f)   Other Adjustments. In the event of any change in the
capitalization of the Company or a corporate change other than those
specifically referred to in Sections 11(a) through (d), the Board of Directors
of the Company shall make appropriate adjustments in the number, class of, and
Exercise Price of, Shares subject to the Warrant on the date on which such
change occurs in order to prevent any enlargement or dilution of rights
hereunder.

     12.   Notice of Adjustments; Notices. Whenever the Exercise Price or number
or type of securities issuable hereunder shall be adjusted pursuant to Section
11 hereof, the Company shall issue and provide to the Holder a certificate
signed by an officer of the Company setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated and the Exercise Price and number of Shares
purchasable hereunder after giving effect to such adjustment.

     13.   Governing Law. This Warrant shall be binding upon any successors or
assigns of the Company. This Warrant shall constitute a contract under the laws
of Delaware and for all purposes shall be construed in accordance with and
governed by the laws of said state, without giving effect to the conflict of
laws principles.

     14.   Attorneys' Fees. In any litigation, arbitration or court proceeding
between the Company and the Holder relating hereto, the prevailing party shall
be entitled to reasonable attorneys' fees and expenses incurred in enforcing
this Warrant.

     15.   Amendments. This Warrant may be amended and the observance of any 
term of this Warrant may be waived only with the written consent of the Company
and the Holder. Notwithstanding the foregoing, Holder shall be entitled to the
amendment of this Warrant to conform the terms hereof to more favorable warrant
terms and conditions afforded to T. Benjamin Jennings, Gerard M. Jacobs, Albert
A. Cozzi and Frank J. Cozzi, except for terms in warrants issued to such
individuals relating to number of warrants, exercise price and termination of
warrants.

     16.   Notice. All notices hereunder shall be in writing and shall be
effective (a) on the day on which delivered if delivered personally or
transmitted by telex or telegram or telecopier with evidence of receipt, (b) one
business day after the date on which the same is delivered to a nationally
recognized overnight courier service with evidence of receipt, or (c) five
business days after the date on which the same is deposited, postage prepaid, in
the U.S. mail, sent by certified or registered mail, return receipt requested,
and addressed to the party to be notified at the address indicated below for the
Company, or at the address for the Holder set forth in the registry maintained 
by the Company pursuant to Section 8, or at such other 


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address and/or telecopy or telex number and/or to the attention of such other 
person as the Company or the Holder may designate by ten-day advance written 
notice.

     17.   Entire Agreement. This Warrant and the forms attached hereto contain
the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior and contemporaneous arrangements or undertakings
with respect thereto.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer.

Dated:  June 23, 1997


                                   METAL MANAGEMENT, INC., a Delaware
                                   corporation



                                   By: /s/ Gerard M. Jacobs
                                      -------------------------------------
                                   Name:   Gerard M. Jacobs
                                   Title:  President and Chief Executive Officer


                                   Address:    500 N. Dearborn St.
                                               Suite 405
                                               Chicago, Illinois  60610








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