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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C 20549

                                   FORM 10-Q/A

   
                                AMENDMENT No. 2

    

(Mark one)

    /X/      Quarterly report pursuant to Section 13 or 15(d) of the Securities 
             Exchange Act of 1934 for the quarterly period ended June 30, 1996.

                                       OR

    / /      Transition report pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 for the transition period from _________ to 
             __________.
             Commission file number:  0-14836

                             METAL MANAGEMENT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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                DELAWARE                                           94-2835068
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(State or other jurisdiction of incorporation or       (I.R.S. Employer Identification No.)
             organization)
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                           500 N. DEARBORN, SUITE 405
                                CHICAGO, IL 60610
                    (Address of principal executive offices)
       Registrant's telephone number, including area code: (312) 645-0700

                           101 WEST GRAND, SUITE 200
                               CHICAGO, IL 60610
      (Former name, former address and former fiscal year, if changed since
                                  last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods as the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days
                               YES   X       NO

  Number of Shares of Common Stock outstanding as of August 7, 1996: 8,903,000
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This form 10-Q/A is being filed solely for the purpose of supplying an omitted
document header for Exhibit 10.46, which was inadvertently omitted from the
Registrant's Form 10-Q/A filing on October 2, 1996. The October 2, 1996, Form
10-Q/A was filed solely for the purpose of filing an agreement of the Registrant
pursuant to Item 601 of Regulation S-K.
    

                                     PART II

                                OTHER INFORMATION

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ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
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(a)      Exhibits

         2.1      Merger Agreement dated as of December 1, 1995, and as amended
                  through March 7, 1996, among the Registrant, GPAR Merger,
                  Inc., EMCO Recycling Corp. ("EMCO") and the direct and
                  indirect beneficial owners of EMCO's Common Stock
                  (incorporated by reference from Definitive Proxy Statement of
                  the Company and EMCO, dated March 8, 1996, filed with the
                  Commission).
         10.1*    1996 Director Option Plan.
         10.2*    Form of Option Agreement for use under Director Option Plan.
         10.3*    1995 Stock Plan.
         10.4*    Form of Option Agreement for use under 1995 Stock Plan.
         10.5*    Demand Promissory Note of EMCO Recycling Corp. dated March 8, 1996.
         10.6*    Subordination Agreement dated April 11, 1996 among the Registrant, Fidelity Funding of California, Inc. and
                  EMCO.
         10.7*    Demand Promissory Note of EMCO dated April 11, 1996.
         10.8*    Exclusive Scrap Metal Sales Agreement among Empire Metals, Inc. ("Empire") and EMCO dated
                  April 11, 1996.
         10.9*    Assignment of Lease between Empire and EMCO, dated April 11, 1996. 
         10.10*   Assignment of Lease between Empire CAN and EMCO, dated April 11, 1996.
         10.11*   Specific Guaranty dated April 11, 1996 executed by Raymond Zack, Deborah Zack, David Zack, Elayne Zack,
                  Gerald Zack and Patricia Zack.
         10.12*   Collateral Agreement dated April 11, 1996 between Copperstate Metals, Inc. ("Copperstate") and the Registrant.
         10.13*   Collateral Agreement dated April 11, 1996 between Donald Moorehead and the Registrant.
         10.14*   Collateral Agreement dated April 11, 1996 between George Moorehead and the Registrant.
         10.15*   Assumption and Indemnity Agreement dated April 11, 1996 between Copperstate and EMCO.
         10.16*   Assumption Agreement dated April 11, 1996 between Empire and EMCO.
         10.17*   Indemnity Agreement dated April 11, 1996 among the Registrant,
                  GPAR Merger, Inc., EMCO, Empire, Copperstate and the
                  beneficial owners of Empire and Copperstate.
         10.18*   Stock Pledge and Security Agreement dated April 11, 1996 between Empire and the Registrant.
         10.19*   Stock Pledge and Security Agreement dated April 11, 1996 between Copperstate and EMCO.
         10.20*   Employment Agreement dated April 11, 1996 between EMCO and Raymond Zack.
         10.21*   Employment Agreement dated April 11, 1996 between the Registrant and George Moorehead.
         10.22*   Employment Agreement dated April 11, 1996 between the Registrant and T. Benjamin Jennings.
         10.23*   Employment Agreement dated April 11, 1996 between the Registrant and Gerard M. Jacobs.
         10.24*   Consulting Agreement between EMCO and Harold Rubenstein dated April 11, 1996.
         10.25*   Noncompetition Agreement dated April 11, 1996 among the Registrant, EMCO and Harold Rubenstein.
         10.26*   Noncompetition Agreement dated April 11, 1996 among the Registrant, EMCO and George O. Moorehead.
         10.27*   Purchase & Sale Agreement dated August 1, 1994 between EMCO and Fidelity Funding of California, Inc.
         10.28*   Promissory Note dated April 11, 1996 of Ellis.
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         10.29*   Form of Indemnification Agreement entered into among the Registrant and Harold Rubenstein, George Moorehead,
                  Donald Moorehead, Raymond Zack, Xavier Hermosillo, Gerard M. Jacobs and T. Benjamin Jennings.
         10.30*   Promissory Note dated April 11, 1996 of Metal Management Realty Inc. ("Metal Realty").
         10.31*   Promissory Note dated April 11, 1996 of Metal Realty.
         10.32*   Deed of Trust dated April 11, 1996 between Metal Realty and H&S Broadway.
         10.33*   Deed of Trust dated April 11, 1996 between Metal Realty and Harold and Beverly Rubenstein.
         10.34*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
         10.35*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
         10.36*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Copperstate.
         10.37*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Donald F. Moorehead.
         10.38*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to George O Moorehead.
         10.39*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
         10.40*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
         10.41*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Copperstate.
         10.42*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Donald F. Moorehead.
         10.43*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to George O. Moorehead.
         10.44*   Contract of Sale dated February 16, 1996 among Harold
                  Rubenstein, Beverly Rubenstein, the Rubenstein Family Trust,
                  H&S Broadway, and the Registrant.
         10.45*   Lease Agreement dated April 11, 1996 between Metal Management Realty, Inc. and Ellis Metals, Inc.
         10.46**  Pricing Agreement dated April 11, 1996 between Ellis Metals, Inc. and EMCO Recycling Corp.
         27.1 *   Financial Data Schedule.
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(b) The following reports on Form 8-K were filed during the quarter ended June
30, 1996:

         1.       The Company filed a Form 8-K on April 26, 1996, dated April
                  11, 1996, reporting that by virtue of the merger with EMCO
                  Recycling Corp. there may have been a change in control of the
                  registrant (Item 1) and acquisition or disposition of assets
                  (Item 2). In addition, the Form 8-K reported a change in
                  fiscal year (Item 8). The Form 8-K provided part of the
                  financial statements of business acquired (Item 7), i.e., the
                  Audited Consolidated Financial Statements of EMCO Recycling
                  Corp. as of March 31, 1995 and 1994 and for the year ended
                  March 31, 1995, and the eleven months ended March 31, 1994,
                  and pro forma financial statements giving effect to the
                  Acquisition for the year ended October 31, 1995.

         2.       The Company filed a Form 8-K/A on June 20, 1996, dated as of
                  April 11, 1996, supplying a Management Discussion and Analysis
                  of Financial Condition and Results of Operations of EMCO
                  Recycling Corp. (Item 5), the Audited Consolidated Financial
                  Statements of EMCO Recycling Corp. as of January 31, 1996, and
                  for the ten months ended January 31, 1996, and pro forma
                  combined condensed financial statements of the combined
                  Company as of March 31, 1996, and for the five months ended
                  March 31, 1996 (Item 7).

*   Previously filed with Quarterly Report on Form 10-Q for quarter ended June
    30, 1996.

**  Confidential treatment requested as to certain portions of this agreement.
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       METAL MANAGEMENT, INC.

Dated:   November 19, 1996             By: /s/ Robert C. Larry
                                           ____________________________________
                                           Robert C. Larry
                                           Vice President, Finance and Chief 
                                             Financial Officer
                                           (Principal Financial and Accounting 
                                             Officer)
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                                  EXHIBIT INDEX

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         2.1      Merger Agreement dated as of December 1, 1995, and as amended
                  through March 7, 1996, among the Registrant, GPAR Merger,
                  Inc., EMCO Recycling Corp. ("EMCO") and the direct and
                  indirect beneficial owners of EMCO's Common Stock
                  (incorporated by reference from Definitive Proxy Statement of
                  the Company and EMCO, dated March 8, 1996, filed with the
                  Commission).
         10.1*    1996 Director Option Plan.
         10.2*    Form of Option Agreement for use under Director Option Plan.
         10.3*    1995 Stock Plan.
         10.4*    Form of Option Agreement for use under 1995 Stock Plan.
         10.5*    Demand Promissory Note of EMCO Recycling Corp. dated March 8, 1996.
         10.6*    Subordination Agreement dated April 11, 1996 among the Registrant, Fidelity Funding of California, Inc. and
                  EMCO.
         10.7*    Demand Promissory Note of EMCO dated April 11, 1996.
         10.8*    Exclusive Scrap Metal Sales Agreement among Empire Metals, Inc. ("Empire") and EMCO dated
                  April 11, 1996.
         10.9*    Assignment of Lease between Empire and EMCO, dated April 11, 1996. 
         10.10*   Assignment of Lease between Empire CAN and EMCO, dated April 11, 1996.
         10.11*   Specific Guaranty dated April 11, 1996 executed by Raymond Zack, Deborah Zack, David Zack, Elayne Zack,
                  Gerald Zack and Patricia Zack.
         10.12*   Collateral Agreement dated April 11, 1996 between Copperstate Metals, Inc. ("Copperstate") and the Registrant.
         10.13*   Collateral Agreement dated April 11, 1996 between Donald Moorehead and the Registrant.
         10.14*   Collateral Agreement dated April 11, 1996 between George Moorehead and the Registrant.
         10.15*   Assumption and Indemnity Agreement dated April 11, 1996 between Copperstate and EMCO.
         10.16*   Assumption Agreement dated April 11, 1996 between Empire and EMCO.
         10.17*   Indemnity Agreement dated April 11, 1996 among the Registrant,
                  GPAR Merger, Inc., EMCO, Empire, Copperstate and the
                  beneficial owners of Empire and Copperstate.
         10.18*   Stock Pledge and Security Agreement dated April 11, 1996 between Empire and the Registrant.
         10.19*   Stock Pledge and Security Agreement dated April 11, 1996 between Copperstate and EMCO.
         10.20*   Employment Agreement dated April 11, 1996 between EMCO and Raymond Zack.
         10.21*   Employment Agreement dated April 11, 1996 between the Registrant and George Moorehead.
         10.22*   Employment Agreement dated April 11, 1996 between the Registrant and T. Benjamin Jennings.
         10.23*   Employment Agreement dated April 11, 1996 between the Registrant and Gerard M. Jacobs.
         10.24*   Consulting Agreement between EMCO and Harold Rubenstein dated April 11, 1996.
         10.25*   Noncompetition Agreement dated April 11, 1996 among the Registrant, EMCO and Harold Rubenstein.
         10.26*   Noncompetition Agreement dated April 11, 1996 among the Registrant, EMCO and George O. Moorehead.
         10.27*   Purchase & Sale Agreement dated August 1, 1994 between EMCO and Fidelity Funding of California, Inc.
         10.28*   Promissory Note dated April 11, 1996 of Ellis.
         10.29*   Form of Indemnification Agreement entered into among the Registrant and Harold Rubenstein, George Moorehead,
                  Donald Moorehead, Raymond Zack, Xavier Hermosillo, Gerard M. Jacobs and T. Benjamin Jennings.
         10.30*   Promissory Note dated April 11, 1996 of Metal Management Realty Inc. ("Metal Realty").
         10.31*   Promissory Note dated April 11, 1996 of Metal Realty.
         10.32*   Deed of Trust dated April 11, 1996 between Metal Realty and H&S Broadway.
         10.33*   Deed of Trust dated April 11, 1996 between Metal Realty and Harold and Beverly Rubenstein.
         10.34*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
         10.35*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
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         10.36*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Copperstate.
         10.37*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Donald F. Moorehead.
         10.38*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to George O Moorehead.
         10.39*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
         10.40*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Empire.
         10.41*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Copperstate.
         10.42*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to Donald F. Moorehead.
         10.43*   Common Stock Warrant dated April 11, 1996 issued by the Registrant to George O. Moorehead.
         10.44*   Contract of Sale dated February 16, 1996 among Harold Rubenstein, Beverly Rubenstein, the Rubenstein Family
                  Trust, H&S Broadway, and the Registrant.
         10.45*   Lease Agreement dated April 11, 1996 between Metal Management Realty, Inc. and Ellis Metals, Inc.
         10.46**  Pricing Agreement dated April 11, 1996 between Ellis Metals, Inc. and EMCO Recycling Corp.*
         27.1 *   Financial Data Schedule.
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*   Previously filed with Quarterly Report on Form 10-Q for quarter ended June
    30, 1996.
**  Confidential treatment requested as to certain portions of this agreement.