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                                                                   EXHIBIT 4.11
 
                             METAL MANAGEMENT, INC.
                       1998 EMPLOYEE STOCK PURCHASE PLAN
 
     1. Purpose of the Plan. This Metal Management, Inc. 1998 Employee Stock
Purchase Plan (the "Plan") is adopted by Metal Management, Inc., a Delaware
corporation (the "Company"), to encourage stock ownership by all eligible
employees of the Company and its subsidiaries so that they may share in the
fortunes of the Company by acquiring or increasing their proprietary interest in
the Company. The Plan is designed to encourage eligible employees to remain in
the employ of the Company. It is intended that options issued pursuant to this
Plan shall constitute options issued pursuant to an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").
 
2. Definitions.
 
          2.1 "Account" means the record of the funds accumulated with respect
     to an individual employee as a result of deductions from his or her
     paycheck for the purpose of purchasing stock under the Plan.
 
          2.2 "Base Pay" means regular straight time earnings or draw, but
     excludes compensation for overtime, commissions, bonuses, amounts paid as
     reimbursement of expenses and other additional compensation.
 
          2.3 "Board" means the Board of Directors of the Company.
 
          2.4 "Closing Price" for any day in an offering period shall mean the
     closing price for a Common Stock as reported for such day in The Wall
     Street Journal or in any successor to The Wall Street Journal, or, if there
     is no such successor, in any publication selected by the Board or, if no
     such closing price is so reported for such day, the closing price which is
     so reported for the closest day before or after such day which is during
     the offering period and within the two (2) week period before or after such
     day (provided that if a day before and after are both closest to such day,
     the earlier day for which a closing price is reported shall be utilized),
     or, if no such closing price is so reported, the fair market value of
     Common Stock as determined by the Board.
 
          2.5 "Common Stock" means the Company's Common Stock, $.01 par value.
 
          2.6 "Fair Market Value" means the average of the Closing Prices of the
     Common Stock for the five (5) consecutive trading days preceding the
     valuation date.
 
          2.7 "Offering Date" means the commencement date of the offering if
     such date is a regular business day or the first business day following
     such commencement date.
 
          2.8 "Parent" means any corporation, other than the employer
     corporation, in the unbroken chain of corporations ending with the employer
     corporation if each of the corporations other than the employer corporation
     owns stock possessing fifty percent (50%) or more of the total combined
     voting power of all classes of stock in one of the other corporations in
     such chain.
 
          2.9 "Pay Day" means the day as of which Base Pay is paid to an
     eligible employee.
 
          2.10 "Plan Administrator" means the Board or the Committee described
     in Section 19.
 
          2.11 "Subsidiary" or "Subsidiaries" means any corporation or
     corporations other than the employer corporation in an unbroken chain of
     corporations beginning with the employer corporation if each of the
     corporations other than the last corporation in the unbroken chain owns
     stock possessing fifty percent (50%) or more of the total combined voting
     power of all classes of stock in one of the other corporations in such
     chain.
 
     3. Employees Eligible to Participate. Except as provided in the next
sentence, any person who is an employee of the Company or a Designated Affiliate
(as described below) on the first day of each offering is eligible to receive
options under the Plan for such offering and shall be referred to herein as an
"eligible
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employee." Notwithstanding the foregoing, a person shall not be an eligible
employee if (i) his or her customary employment is 20 hours or less per week;
(ii) his or her customary employment is for not more than five months in the
calendar year; or (iii) immediately after the grant of options hereunder he or
she would own shares (including all shares which may be purchased under
outstanding options) possessing 5% or more of the total combined voting power or
value of all classes of shares of the Company, or, if applicable, any Subsidiary
or, if applicable, a Parent. For this purpose, the rules of Section 424(d) of
the Code shall apply in determining share ownership.
 
     4. Offerings.
 
          4.1 The first offering period under the Plan shall commence on January
     1, 1999, and terminate on March 31, 1999. Thereafter, offerings shall
     commence on the first day and terminate on the last day of each calendar
     quarter until the Plan is terminated by the Board or no additional shares
     of Common Stock of the Company are available for purchase under the Plan.
 
          4.2 Any corporation which is either a Parent or a Subsidiary of the
     Company may be designated by the Plan Administrator as a "Designated
     Affiliate" and such designation shall remain in effect unless and until
     revoked by the Plan Administrator.
 
     5. Price. The purchase price per share for each offering shall be 85% of
the Fair Market Value of the Common Stock on the last business day of the
offering.
 
     6. Stock Subject to the Plan. The aggregate number of shares of Common
Stock available for grant as options shall not exceed 1,368,493, subject to
adjustment pursuant to Section 7 hereof. Shares of Common Stock granted pursuant
to the Plan may be either authorized but unissued shares or shares now or
hereafter held in the treasury of the Company. In the event that any option
granted under the Plan expires unexercised or is terminated, surrendered or
canceled without being exercised, in whole or in part, for any reason, the
number of shares of Common Stock theretofore subject to such option shall again
be available for grant as an option pursuant to the Plan and shall not reduce
the aggregate number of shares of Common Stock available for grant as such
options as set forth in this Section.
 
     7. Changes in Capital Structure.
 
          7.1 In the event that the outstanding shares of Common Stock of the
     Company are hereafter increased or decreased or changed into or exchanged
     for a different number or kind of shares or other securities of the Company
     or of another corporation, by reason of any reorganization, merger,
     consolidation, recapitalization, reclassification, stock split-up,
     combination of shares, or dividend payable in shares, appropriate
     adjustment shall be made by the Board in the number or kind of shares as to
     which an option granted under this Plan shall be exercisable, to the end
     that the option holder's proportionate interest shall be maintained as
     before the occurrence of such event. Any such adjustment made by the Board
     shall be consistent with Section 424(a) of the Code and shall be
     conclusive.
 
          7.2 If the Company is not the surviving or resulting corporation in
     any reorganization, merger, consolidation or recapitalization, each
     outstanding option shall be assumed by the surviving or resulting
     corporation and each option shall continue in full force and effect, and
     shall apply to the same number and class of securities of the surviving
     corporation as a holder of the number of shares of Common Stock subject to
     consolidation or recapitalization.
 
     8. Participation. An eligible employee may become a participant by
completing, signing and filing an enrollment agreement ("Enrollment Agreement")
and any other necessary papers with the Company prior to the commencement of the
particular offering in which he or she wishes to participate. Base Pay
deductions for a participant shall commence on the Offering Date and shall end
on the termination date of such offering unless earlier terminated by the
employee as provided in Section 14. Participation in one offering under the Plan
shall neither limit, or require, participation in any other offering.
 
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     9. Base Pay Deductions.
 
          9.1 At the time a participant files his or her Enrollment Agreement,
     he or she shall elect to have deductions made from his or her Base Pay on
     each Pay Day during the time he or she is a participant in an offering at
     not less than $10 or more than 20% of his or her Base Pay.
 
          9.2 All Base Pay deductions made for a participant shall be credited
     to his or her Account under the Plan. A participant may not make any
     separate cash payment into such Account nor may payment for shares be made
     other than by Base Pay deduction.
 
          9.3 A participant may discontinue his or her Base Pay deductions or
     participation in the Plan as provided in Section 14, but no other change
     can be made during an offering and, specifically, except as provided in
     Section 14, a participant may not alter the rate of his or her Base Pay
     deductions for that offering.
 
     10. Granting of Option.
 
          10.1 On each Offering Date, this Plan shall be deemed to have granted
     to the participant an option for as many full and fractional shares as he
     or she will be able to purchase with the Base Pay deductions credited to
     his or her Account during his or her participation in that offering.
 
          10.2 Notwithstanding the foregoing, no employee shall be granted an
     option which permits his or her rights to purchase Common Stock under the
     Plan and any similar employee stock purchase plans of the Company and, if
     applicable, a Subsidiary and, if applicable, a Parent, to accrue at a rate
     which exceeds $25,000 of Fair Market Value of such stock (determined at the
     time such option is granted) for each calendar year in which such option is
     outstanding at any time. The purpose of the limitation in the preceding
     sentence is to comply with Section 423(b)(8) of the Code.
 
          10.3 Except as specifically provided herein, all eligible employees
     shall have the same rights and privileges under the Plan. All rules and
     determinations of the Board in the administration of the Plan shall be
     uniformly and consistently applied to all persons in similar circumstances.
 
          10.4 If the total number of shares for which options are to be granted
     on any date in accordance with Paragraph 10.1 exceeds the number of shares
     then available under the Plan (after deduction of all shares for which
     options have been exercised or are then outstanding), the Company shall
     make a pro rata allocation of the shares remaining available in as nearly a
     uniform manner as shall be practical and as it shall determine to be
     equitable.
 
     11. Exercise of Option. Each employee who continues to be a participant in
an offering on the last business day of that offering shall be deemed to have
exercised his or her option on such date and shall be deemed to have purchased
from the Company such number of full shares of Common Stock reserved for the
purpose of the Plan as his or her accumulated Base Pay deductions on such date
will pay for the purchase price.
 
     12. Restrictions on Dispositions.
 
          12.1 Disposition Within One Year of Purchase. Except as provided in
     paragraph (b) below of this Paragraph 12, no sale, transfer or other
     disposition may be made of any Common Stock purchased under the Plan until
     the first anniversary of such purchase. If a Participant transfers or
     disposes of any Common Stock during the first year after it is purchased,
     he or she shall remit to the Company an amount of cash equal to:
 
             (a) the difference between the Closing Price of such Common Stock
        on the date they were purchased and the amount the Participant paid for
        such Common Stock.
 
             (b) the excess (if any) of the amount the Participant paid for such
        Common Stock over the Closing Price of such Common Stock on the date of
        the sale, transfer or disposition.
 
          12.2 Financial Need. Notwithstanding the foregoing, if a participant
     who owns Common Stock subject to the foregoing restriction is determined by
     the Board in its discretion to have a serious financial
                                       

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     need for the proceeds of the sale of such Common Stock, then upon
     application made by the participant, the Board shall consent to a sale of
     such Common Stock to the extent necessary to satisfy the serious financial
     need, and the participant will not be required to remit to the Company the
     amounts described in paragraph 12.1 above.
 
     13. Employee's Rights as a Stockholder.
 
          13.1 No participating employee shall have any right as a stockholder
     with respect to any shares under the Plan until the shares have been
     purchased in accordance with Section 11 above and the purchase has been
     evidenced on the ownership records of the Company.
 
          13.2 Shares purchased in an offering shall be reflected by means of a
     book entry record maintained by the Company or its designated agent, unless
     you request the certificate be delivered with such shares, according to
     procedures established by the Company.
 
          13.3 The obligations of the Company to sell and deliver Common Stock
     under the Plan shall be subject to all applicable laws, regulations, rules
     and approvals, including, but not by way of limitation, the effectiveness
     of a registration statement under the Securities Act of 1993 if deemed
     necessary or appropriate by the Company. Certificates for shares of Common
     Stock issued hereunder may be legended as the Board shall deem appropriate.
 
     14. Withdrawal.
 
          14.1 An employee may withdraw from the Plan, in whole but not in part,
     at any time prior to the last business day of each offering by delivering a
     withdrawal notice ("Withdrawal Notice") to the Company at least 15 business
     days prior to the end of such offering, in which event the Company will
     refund the entire balance of his or her Account as soon as practicable
     thereafter.
 
          14.2 To re-enter the Plan, an employee who has previously withdrawn
     must file a new Enrollment Agreement in accordance with Section 8. His or
     her re-entry into the Plan cannot, however, become effective before the
     beginning of the next offering following his or her withdrawal.
 
          14.3 An employee may elect to discontinue his or her Base Pay
     deductions during the course of a particular offering, at any time prior to
     the last business day preceding the final Pay Day during such offering by
     delivering an election to discontinue deductions to the Company, and such
     election shall not constitute a withdrawal for the purpose of this Section
     14. In the event that an employee elects to discontinue his or her Base Pay
     deductions pursuant to this Paragraph 14.3, the employee shall remain a
     participant in such offering and shall be entitled to purchase from the
     Company such number of full shares of Common Stock as set forth in and in
     accordance with Section 11 of the Plan.
 
     15. No Carryover of Account. Unless a participating employee elects not to
carryover the balance of his or her Account to the next offering, the Company
shall carryover the balance of his or her Account to the next offering; provided
that only amounts less than the price of a single share in an offering may be
carried over from the offering to the next offering. Upon termination of the
Plan, the balance of each employee" Account shall be returned to him or her.
 
     16. Interest. No interest will be paid or allowed on any money in the
Accounts of participating employees.
 
     17. Rights Not Transferable. No participant shall be permitted to sell,
assign, transfer, pledge or otherwise dispose of or encumber either the Base Pay
deductions credited to his or her Account or any rights with regard to the
exercise of an option or to receive shares under the Plan other than by will or
the laws of descent and distribution, and such right and interest shall not be
liable for, or subject to, the debts, contracts, or liabilities of the employee.
If any such action is taken by the participant, or any claim is asserted by any
other party in respect of such right and interest whether by garnishment, levy,
attachment or otherwise, such action or claim will be treated as an election to
withdraw funds in accordance with Section 14.
 
     18. Termination of Employee's Rights. An employee's rights under the Plan
will terminate when he or she ceases to be an employee because of resignation,
layoff, or discharge. A Withdrawal Notice will be
                                       


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considered as having been received from the employee on the day his or her
employment ceases, and all Base Pay deductions not used will be refunded.
 
     If an employee's employment shall be terminated by reason of retirement,
death, or disability prior to the end of an offering, he or she (or his or her
designated beneficiary, in the event of his or her death, or if none, his or her
legal representative) shall have the right, within 90 days thereafter, to elect
to have the balance of his or her Account either paid to him or her in cash or
applied at the end of the current offering toward the purchase of Common Stock.
 
     19. Administration of the Plan. The Plan shall be administered by the
Board, which, to the extent it shall determine, may delegate its powers with
respect to administration of the Plan (except its powers under Section 20 of the
Plan) to the an individual or committee of individuals. If the Board chooses to
appoint an individual or administrative committee, references hereinafter to the
Board (except in Section 20) should be deemed to refer to such individual or
committee. Subject to the express provisions of the Plan, the Board may
interpret the Plan, proscribe, amend and rescind rules and regulations relating
to it, determine the terms and provisions of the Common Stock purchase rights
granted hereunder and make all other determinations necessary or advisable for
administration of the Plan. The determination of the Board on all matters
regarding the Plan shall be conclusive. A member of the Board shall only be
liable for any action taken or determination made in bad faith.
 
     20. Termination and Amendments to Plan. The Plan may be terminated at any
time by the Board. It will terminate in any case on the date on which all or
substantially all of the unissued shares of Common Stock reserved for the
purpose of the Plan have been purchased. Upon such termination or any other
termination of the Plan, all Base Pay deductions not used to purchase shares
will be refunded.
 
     The Board also reserves the right to amend the Plan from time to time in
any respect, provided, however, that no amendment shall be effective without
prior approval of the stockholders (a) which would, except as provided in
Sections 6 and 7, increase the aggregate number of shares of Common Stock to be
issued under the Plan, (b) which would change the class of employees eligible to
receive options under the Plan or (c) if such amendment requires stockholder
approval for any other reason in order for the Plan to be eligible or continue
to qualify for the benefits conferred by Securities and Exchange Commission Rule
16b-3, as amended from time to time, or any successor rule or regulatory
requirements. No amendment may adversely affect an outstanding option without
the consent of the holder thereof unless such amendment is required by law.
 
     21. Approval of Stockholders. The Plan shall be approved by the holders of
a majority of the outstanding shares of Common Stock of the Company within the
period beginning twelve months before and ending twelve months after the date
the Plan is adopted by the Board of Directors. The Plan was approved by the
Board on August 27, 1998.
 
                                       


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