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                                                                    EXHIBIT 10.2


                                  AMENDMENT TO
                             THE QUANEX CORPORATION
                       1997 KEY EMPLOYEE STOCK OPTION PLAN


         THIS AGREEMENT by Quanex Corporation (the "Company"),

                                  WITNESSETH:

         WHEREAS, the Board of Directors of the Company previously adopted the
plan agreement known as the "Quanex Corporation 1997 Key Employee Stock Option
Plan" (the "Plan"); and

         WHEREAS, the Board of Directors of the Company retained the right in
Article XI of the Plan to amend the Plan from time to time; and

         WHEREAS, the Board of Directors of the Company has approved the
following amendment to the Plan;

         NOW, THEREFORE, effective January 1, 2000, the Board of Directors of
the Company agrees that Section 6.2 of the Plan is hereby amended, effective
with respect to all Options issued in the future under this Plan, as follows:

         6.2 DURATION OF OPTIONS. No Option shall be exercisable after ten years
         from the date the Option is granted. An Option may terminate prior to
         the normal expiration date as specified below.

                  (a) General Rule for Severance of Employment. Except as may be
                  otherwise expressly provided herein, all Options shall
                  terminate on the earlier of the date of the expiration of the
                  Option or one day less than three months after the date of the
                  severance of the employment relationship between the Company
                  and all Affiliates and the Optionee, whether with or without
                  cause, for any reason other than the death, Disability or,
                  Retirement of the Optionee, during which period the Optionee
                  shall be entitled to exercise the Option in respect of the
                  number of shares that the Optionee would have been entitled to
                  purchase had the Optionee exercised the Option on the date of
                  such severance of employment. Whether authorized leave of
                  absence, or absence on military or government service shall
                  constitute severance of the employment relationship between
                  the Company and all Affiliates and the Optionee, shall be
                  determined by the Committee at the time thereof.



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                  (b) Death, Disability or Retirement of Optionee. In the event
                  of the death, Disability or Retirement of an Optionee, before
                  the date of expiration of such Option, such Option shall
                  continue fully in effect, including provisions providing for
                  subsequent vesting of such Option, for period of not more than
                  three years commencing on the date of the Optionee's death,
                  Disability or Retirement and shall terminate on the earlier of
                  the date of the expiration of such-year period or the date of
                  expiration of the Option. After the death of the Optionee, his
                  executors, administrators or any person or persons to whom his
                  Option may be transferred by will or by the laws of descent
                  and distribution, shall have the right, at any time prior to
                  the termination of the Option to exercise the Option, in
                  respect to the number of shares that the Optionee would have
                  been entitled to exercise if he were still alive.

                  Notwithstanding the foregoing provisions of this Section, the
         Committee may provide for a different option termination date in the
         Option Agreement with respect to any Option.


Dated: December 9, 1999.



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