##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      FORM 10-Q
  x

Quarterly Report Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the quarterly period ended September 30, 2007o

Transition Report Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the transition period from
    to    Commission file number 0-14836
     METAL MANAGEMENT,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
     Delaware

94-2835068(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification No.)325 N. LaSalle Street, Suite 550, Chicago,
    IL

60610(Address of Principal Executive
    Offices)

(Zip Code)   (312) 645-0700
      x o
   Rule 12b-2
   Large
    accelerated filer x
    Accelerated
    filer o
    Non-accelerated
    filer o   Rule 12b-2 o x




---



##### 



INDEX
  PagePART I: FINANCIAL INFORMATIONItem 1.


Financial StatementsConsolidated Statements of Operations 
    three and six months ended September 30, 2007 and 2006
    (unaudited)


1Consolidated Balance Sheets 
    September 30, 2007 and March 31, 2007 (unaudited)


2Consolidated Statements of Cash Flows 
    six months ended September 30, 2007 and 2006 (unaudited)


3Consolidated Statement of Stockholders
    Equity  six months ended September 30, 2007
    (unaudited)


4Notes to Consolidated Financial Statements
    (unaudited)


5Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


25Item 4.


Controls and Procedures


25PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


27Item 1A.


Risk Factors


27Item 4.


Submission of Matters to a Vote of Security
    Holders


28Item 6.


Exhibits


29Signatures


30Employment Agreement with Daniel W. DienstSection 302 CertificationSection 302 CertificationSection 906 Certification




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##### Table of Contents



PART I:
    FINANCIAL INFORMATION
  Item 1.
    Financial
    Statements  METAL
    MANAGEMENT, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited,
    in thousands, except per share amounts)
  Three Months Ended


Six Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Net sales

$
715,155


$
584,708


$
1,369,208


$
1,080,620Operating expenses:Cost of sales (excluding depreciation)


643,047



507,263



1,226,925



930,184General and administrative


28,043



22,775



53,470



43,647Depreciation and amortization


9,461



7,344



17,731



14,191Merger expenses


2,588



0



2,588



0Severance and other charges


701



0



701



442Operating income


31,315



47,326



67,793



92,156Income from joint ventures


942



554



1,659



2,414Interest expense


(1,498
)


(284
)


(2,959
)


(606
)Interest and other income, net


140



513



259



944Gain on sale of joint venture interest


0



0



0



26,362Income before income taxes


30,899



48,109



66,752



121,270Provision for income taxes


13,136



19,036



26,250



47,308Net income

$
17,763


$
29,073


$
40,502


$
73,962Earnings per share:Basic

$
0.70


$
1.11


$
1.61


$
2.86Diluted

$
0.69


$
1.09


$
1.58


$
2.79Cash dividends declared per share

$
0.075


$
0.075


$
0.15


$
0.15Weighted average common shares outstanding:Basic


25,235



26,089



25,197



25,834Diluted


25,618



26,581



25,603



26,489    1




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    CONSOLIDATED BALANCE SHEETS (unaudited,
    in thousands)
  September 30,


March 31,2007


2007ASSETSCurrent assets:Cash and cash equivalents

$
13,996


$
9,354Accounts receivable, net


232,984



227,397Inventories


180,807



191,301Deferred income taxes


5,678



5,544Prepaid income taxes


1,270



0Prepaid expenses and other assets


13,406



12,132Total current assets


448,141



445,728Property and equipment, net


216,516



187,124Goodwill


27,263



14,766Intangible assets, net


27,543



13,267Deferred income taxes, net


10,325



10,437Investments in joint ventures


22,151



20,760Other assets


3,072



3,441Total assets

$
755,011


$
695,523LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
643


$
46Accounts payable


170,601



177,747Income taxes payable


0



12,271Other accrued liabilities


36,548



35,482Total current liabilities


207,792



225,546Long-term debt, less current portion


31,186



160Other liabilities


9,114



4,987Total long-term liabilities


40,300



5,147Stockholders equity:Preferred stock


0



0Common stock


276



271Additional paid-in capital


207,727



201,577Accumulated other comprehensive loss


(1,958
)


(2,008
)Retained earnings


352,129



315,517Treasury stock, at cost


(51,255
)


(50,527
)Total stockholders equity


506,919



464,830Total liabilities and stockholders equity

$
755,011


$
695,523    2




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited,
    in thousands)
  Six months endedSeptember 30,


September 30,2007


2006Cash flows from operating activities:Net income

$
40,502


$
73,962Adjustments to reconcile net income to cash flows from operating
    activities:Depreciation and amortization


17,731



14,191Deferred income taxes


389



592Income from joint ventures


(1,659
)


(2,277
)Gain on sale of joint venture interest


0



(26,362
)Distribution of earnings from joint ventures


30



8,548Stock-based compensation expense


4,473



3,159Excess tax benefits from stock-based awards


(1,031
)


(60
)Other


106



965Changes in assets and liabilities, net of acquisitions:Accounts receivable


9,698



(9,439
)Inventories


17,912



(57,662
)Other assets


(2,177
)


(4,390
)Accounts payable


(10,962
)


26,127Income taxes payable


(3,293
)


14,434Other liabilities


(5,424
)


(7,776
)Net cash provided by operating activities


66,295



34,012Cash flows from investing activities:Purchases of property and equipment


(31,686
)


(36,022
)Proceeds from sale of property and equipment


540



979Acquisitions, net of cash acquired


(54,999
)


(28,299
)Purchases of short-term investments


0



(95,150
)Proceeds from sale of short-term investments


0



103,650Proceeds from sale of joint venture interest


0



46,005Other


120



(1,200
)Net cash used in investing activities


(86,025
)


(10,037
)Cash flows from financing activities:Issuances of long-term debt


392,876



10,373Repayments of long-term debt


(365,472
)


(11,310
)Issuance of common stock


555



8,205Repurchase of common stock


(728
)


(13,937
)Excess tax benefits from stock-based awards


1,031



60Cash dividends paid to stockholders


(3,890
)


(3,993
)Fees paid to issue long-term debt


0



(608
)Net cash provided by (used in) financing activities


24,372



(11,210
)Net increase in cash and cash equivalents


4,642



12,765Cash and cash equivalents at beginning of period


9,354



37,717Cash and cash equivalents at end of period

$
13,996


$
50,482Supplemental disclosures of cash flow information:Cash interest paid

$
2,593


$
378Cash income taxes paid, net of refunds

$
30,499


$
32,358    3




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (unaudited,
    in thousands)
  AccumulatedAdditional


OtherCommon Stock


Treasury Stock


Paid-in


Comprehensive


RetainedShares


Amount


Shares


Amount


Capital


Loss


Earnings


TotalBalance at March 31, 2007


27,129


$
271



(1,516
)

$
(50,527
)

$
201,577


$
(2,008
)

$
315,517


$
464,830Net income


0



0



0



0



0



0



40,502



40,502Amortization of pension costs, net of tax


0



0



0



0



0



50



0



50Total comprehensive income






























40,552Exercise of stock options and warrants


30



0



0



0



255



0



0



255Issuance of restricted stock, net of cancellations


409



4



0



0



(4
)


0



0



0Issuance of stock under employee stock purchase plan


9



1



0



0



299



0



0



300Tax benefit related to equity compensation


0



0



0



0



1,092



0



0



1,092Stock-based compensation expense


0



0



0



0



4,473



0



0



4,473Repurchase of common stock


0



0



(15
)


(728
)


0



0



0



(728
)Cash dividends paid to stockholders


0



0



0



0



0



0



(3,890
)


(3,890
)Other


0



0



0



0



35



0



0



35Balance at September 30, 2007


27,577


$
276



(1,531
)

$
(51,255
)

$
207,727


$
(1,958
)

$
352,129


$
506,919    4




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
  NOTE 1 
    Accounting
    Policies  Business
     Basis of
    Presentation
   Form 10-K
  Revenue
    Recognition
    5




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended


Six Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Ferrous metals

$
486,519


$
350,607


$
892,846


$
646,111Non-ferrous metals


176,040



200,377



384,951



376,024Brokerage  ferrous


46,369



26,941



79,584



42,904Brokerage  non-ferrous


1,784



1,807



2,798



5,474Other


4,443



4,976



9,029



10,107Net sales

$
715,155


$
584,708


$
1,369,208


$
1,080,620   Recently
    Issued Accounting Pronouncements
     NOTE 2 
    Merger
    Transaction         6




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3 
    Earnings
    Per Share      Three months ended


Six months endedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Numerator:Net income

$
17,763


$
29,073


$
40,502


$
73,962Denominator:Weighted average common shares outstanding, basic


25,235



26,089



25,197



25,834Incremental common shares attributable to dilutive stock options
    and warrants


160



167



170



344Incremental common shares attributable to unvested restricted
    stock


223



325



236



311Weighted average common shares outstanding, diluted


25,618



26,581



25,603



26,489Basic income per share

$
0.70


$
1.11


$
1.61


$
2.86Diluted income per share

$
0.69


$
1.09


$
1.58


$
2.79     NOTE 4 
    Balance
    Sheet Information  Inventories
   September 30,


March 31,2007


2007Ferrous metals

$
83,020


$
108,553Non-ferrous metals


97,624



82,538Other


163



210$
180,807


$
191,301  7




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
   September 30,


March 31,2007


2007Land and improvements

$
64,312


$
52,646Buildings and improvements


36,039



29,679Operating machinery and equipment


175,453



151,296Automobiles and trucks


19,262



15,720Furniture, office equipment and software


7,348



6,408Construction in progress


24,326



27,154326,740



282,903Less  accumulated depreciation


(110,224
)


(95,779
)$
216,516


$
187,124   Other
    Accrued Liabilities
   September 30,


March 31,2007


2007Accrued employee compensation and benefits

$
16,116


$
25,771Accrued insurance


6,676



5,186Other


13,756



4,525$
36,548


$
35,482   Accrued
    Severance and Other Charges
     NOTE 5 
    Acquisitions     8




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts receivable

$
2,648Inventories


939Property and equipment


5,531Amortizable intangible assets


2,122Goodwill


1,515Accounts payable and accrued liabilities


(118
)$
12,637       Accounts receivable

$
12,740Inventories


6,479Property and equipment


9,442Other assets


317Amortizable intangible assets


13,706Goodwill


10,810Accounts payable and accrued liabilities


(6,668
)Long-term debt


(4,212
)$
42,614       NOTE 6 
    Goodwill
    and Intangible Assets    Balance at March 31, 2007

$
14,766Purchase accounting adjustments


172Acquisitions (see Note 5)


12,325Balance at September 30, 2007

$
27,263  9




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30, 2007


March 31, 2007Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationCustomer relationships

$
23,699


$
(2,115
)

$
10,350


$
(804
)Non-compete agreements


7,438



(1,479
)


4,824



(1,103
)$
31,137


$
(3,594
)

$
15,174


$
(1,907
)     Remainder of fiscal 2008

$
2,016Fiscal 2009


3,825Fiscal 2010


3,673Fiscal 2011


3,541Fiscal 2012


2,947Thereafter


11,541   NOTE 7 
    Long-term
    Debt    September 30,


March 31,2007


2007Credit Agreement

$
30,173


$
0Other debt (including capital leases) due 2007 to 2010


1,656



20631,829



206Less  current portion of long-term debt


(643
)


(46
)$
31,186


$
160   Credit
    Agreement
     Other
    Debt
  10




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 8 
    Employee
    Benefit Plans    Three Months Ended


Six Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Service cost

$
42


$
42


$
85


$
87Interest cost


187



174



377



353Expected return on plan assets


(210
)


(169
)


(417
)


(368
)Amortization of prior service cost


2



5



4



5Amortization of net actuarial loss


36



42



76



94Net periodic benefit cost

$
57


$
94


$
125


$
171     Multi-Employer
    Plans
   Non-Qualified
    Deferred Compensation Plan
     97-14,
  NOTE 9 
    Income
    Taxes   11




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          NOTE 10 
    Commitments
    and Contingencies  Legal
    Proceedings
 and/or
   12




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Environmental
    and Labor Matters
        13




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
       14




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        and/or and/or
  and/or
   15




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##### Table of Contents



METAL
    MANAGEMENT, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 11 
    Stockholders
    Equity    Stock
    Repurchase Program
   Stock-Based
    Compensation
     NOTE 12 
    Investments
    in Joint Ventures     16




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##### Table of Contents



This
    Form 10-Q
    includes certain statements that may be deemed to be
    forward-looking statements within the meaning of the
    Private Securities Litigation Reform Act of 1995. Statements in
    this
    Form 10-Q
    which address activities, events or developments that Metal
    Management, Inc. (herein, Metal Management, the
    Company, we, us,
    our or other similar terms) expects or anticipates
    will or may occur in the future, including such things as future
    acquisitions (including the amount and nature thereof), business
    strategy, expansion and growth of our business and operations,
    general economic and market conditions and other such matters
    are forward-looking statements. Although we believe the
    expectations expressed in such forward-looking statements are
    based on reasonable assumptions within the bounds of our
    knowledge of our business, a number of factors could cause
    actual results to differ materially from those expressed in any
    forward-looking statements. These and other risks, uncertainties
    and other factors are discussed under Risk Factors
    appearing in our Annual Report on
    Form 10-K
    for the year ended March 31, 2007 and Item 1A.
    Risk Factors of Part II of this Report, as the
    same may be amended from time to time
  Item 2. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations
  Form 10-K
  Overview
    and Industry
        17




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##### Table of Contents



and/or
  Merger
    Agreement with Sims
 Hart-Scott-Rodino
    Recent
    Events
       Results
    of Operations
    18




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##### Table of Contents



Consolidated
    Statement of Operations ($ in thousands:)
  Three Months Ended September 30,


Six Months Ended September 30,2007


%


2006


%


2007


%


2006


%Sales by commodity:Ferrous metals

$
486,519



68.0


$
350,607



60.0


$
892,846



65.2


$
646,111



59.8Non-ferrous metals


176,040



24.6



200,377



34.2



384,951



28.1



376,024



34.8Brokerage  ferrous


46,369



6.5



26,941



4.6



79,584



5.8



42,904



4.0Brokerage  non-ferrous


1,784



0.3



1,807



0.3



2,798



0.2



5,474



0.5Other


4,443



0.6



4,976



0.9



9,029



0.7



10,107



0.9Net sales


715,155



100.0
%


584,708



100.0
%


1,369,208



100.0
%


1,080,620



100.0
%Cost of sales (excluding depreciation)


643,047



90.0



507,263



86.7



1,226,925



89.6



930,184



86.1General and administrative expense


28,043



3.9



22,775



3.9



53,470



3.9



43,647



4.0Depreciation and amortization expense


9,461



1.3



7,344



1.3



17,731



1.3



14,191



1.3Merger expenses


2,588



0.3



0



0.0



2,588



0.2



0



0.0Severance and other charges


701



0.1



0



0.0



701



0.0



442



0.0Operating income


31,315



4.4



47,326



8.1



67,793



5.0



92,156



8.6Income from joint ventures


942



0.1



554



0.1



1,659



0.1



2,414



0.2Interest expense


(1,498
)


0.2



(284
)


0.1



(2,959
)


0.2



(606
)


0.1Interest and other income, net


140



0.0



513



0.1



259



0.0



944



0.1Gain on sale of joint venture interest


0



0.0



0



0.0



0



0.0



26,362



2.4Pre-tax income


30,899



4.3



48,109



8.2



66,752



4.9



121,270



11.2Provision for income taxes


13,136



1.8



19,036



3.2



26,250



1.9



47,308



4.4Net income

$
17,763



2.5
%

$
29,073



5.0
%

$
40,502



3.0
%

$
73,962



6.8
%   19




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##### Table of Contents



Three Months Ended September 30,


Six Months Ended September 30,2007


2006


2007


2006Sales volume by commodity 
    (In thousands):Ferrous metals (tons)


1,549



1,266



2,823



2,338Non-ferrous metals (lbs.)


125,614



139,691



245,215



265,312Brokerage  ferrous (tons)


160



83



269



166Brokerage  non-ferrous (lbs.)


689



1,057



1,658



2,913   Net
    Sales
   Ferrous
    Sales
       Non-ferrous
    Sales
    20




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##### Table of Contents



Brokerage
    Sales
     Other
    Sales
   Cost
    of Sales (excluding depreciation)
    21




---



##### Table of Contents



General
    and Administrative Expense
     Depreciation
    and Amortization Expense
     Merger
    Expenses
   Severance
    and Other Charges
     Income
    from Joint Ventures
   Interest
    Expense
  22




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##### Table of Contents



Interest
    and Other Income
   Gain
    on Sale of Joint Venture Interest
   Income
    Taxes
   Net
    Income
   Liquidity
    and Capital Resources
      23




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##### Table of Contents



Cash
    Flows
   Six Months EndedSeptember 30,


September 30,2007


2006Net cash provided by operating activities

$
66,295


$
34,012Net cash used in investing activities

$
(86,025
)

$
(10,037
)Net cash provided by (used in) financing activities

$
24,372


$
(11,210
)   Operating
    Activities
   Investing
    Activities
   Financing
    Activities
   Off-Balance
    Sheet Arrangements, Contractual Obligations and Other
    Commitments
  Off-Balance
    Sheet Arrangements
   Contractual
    Obligations
   Other
    Commitments
  24




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##### Table of Contents



Critical
    Accounting Policies
     Income
    Taxes
   Recent
    Accounting Pronouncements
     Item 3. Quantitative
    and Qualitative Disclosures about Market Risk
    Item 4. Controls
    and Procedures
  Evaluation
    of our Disclosure Controls and Procedures.
 Rules 13a-15(e) 15d-15(e)
 25




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##### Table of Contents



CEO and
    CFO Certifications.
   Limitations
    on the Effectiveness of Controls.
  26




---



##### Table of Contents



PART II:
    OTHER INFORMATION
  Item 1. Legal
    Proceedings
  and/or
      Item 1A. Risk
    Factors.
  Form 10-K
  Risks
    associated with our pending merger with Sims
  In the
    event our merger with Sims is not consummated, the price of our
    stock may be affected.
  27




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##### Table of Contents



We may
    fail to realize the anticipated cost savings and other benefits
    expected from the merger with Sims.
       Item 4. Submission
    of Matters to a Vote of Security Holders
    Votes in


VotesName

Favor


WithheldNorman R. Bobins


21,666,235



1,340,373Daniel W. Dienst


22,541,383



465,225John T. DiLacqua


22,912,005



94,603Robert Lewon


22,912,171



94,437Gerald E. Morris


22,910,680



95,928    28




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##### Table of Contents



Item 6. Exhibits
  2
.1

Agreement and Plan of Merger, dated as of September 24,
    2007, by and among Sims Group Limited, MMI Acquisition
    Corporation, and Metal Management, Inc. (incorporated by
    reference to Exhibit 2.1 of the Companys Current
    Report on
    Form 8-K
    dated September 24, 2007).3
.1

Second Amended and Restated Certificate of Incorporation of the
    Company, as filed with the Secretary of State of the State of
    Delaware on June 29, 2001 (incorporated by reference to
    Exhibit 3.1 of the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2001).3
.2

Amended and Restated By-Laws of the Company adopted as of
    April 29, 2003 (incorporated by reference to
    Exhibit 3.2 of the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2003).4
.1

Amended and Restated Credit Agreement, dated as of May 9,
    2006, among Metal Management, Inc. and certain subsidiaries of
    Metal Management, Inc. specified therein, as borrowers, the
    lenders party thereto and LaSalle Bank National Association, in
    its capacity as agent for the lenders (incorporated by reference
    to Exhibit 4.1 of the Companys Current Report on
    Form 8-K
    dated May 9, 2006).4
.2

First Amendment to the Amended and Restated Credit Agreement,
    dated as of October 13, 2006, among Metal Management, Inc.
    and certain subsidiaries of Metal Management, Inc. specified
    therein, as borrowers, the lenders party thereto and LaSalle
    Bank National Association, in its capacity as agent for the
    lenders (incorporated by reference to Exhibit 4.1 of the
    Companys Current Report on
    Form 8-K
    dated October 13, 2006).4
.3

Second Amendment to the Amended and Restated Credit Agreement,
    dated as of January 12, 2007, among Metal Management, Inc.
    and certain subsidiaries of Metal Management, Inc. specified
    therein, the lenders (incorporated by reference to
    Exhibit 4.1 of the Companys Current Report on
    Form 8-K
    dated January 12, 2007).4
.4

Third Amendment to the Amended and Restated Credit Agreement,
    dated as of May 18, 2007, among Metal Management, Inc. and
    certain subsidiaries of Metal Management, Inc. specified
    therein, as borrowers, the lenders party thereto and LaSalle
    Bank National Association, in its capacity as agent for the
    lenders (incorporated by reference to Exhibit 4.5 of the
    Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2007).10
.1

Employment Agreement, dated July 26, 2007 between Daniel W.
    Dienst and the Company.31
.1

Certification of Daniel W. Dienst pursuant to
    Section 240.13a-14(a)
    and
    Section 240.15d-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Robert C. Larry pursuant to
    Section 240.13a-14(a)
    and
    Section 240.15d-14(a)
    of the Securities Exchange Act of 1934, as amended, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Daniel W. Dienst and Robert C. Larry pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  29




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##### Table of Contents



SIGNATURES
    METAL MANAGEMENT, INC.
  By:
    /s/  Daniel
    W. Dienst        By:
    /s/  Robert
    C. Larry        By:
    /s/  Amit
    N. Patel        30