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                                                                    EXHIBIT 10.1

                                  AMENDMENT TO
                             THE QUANEX CORPORATION
                      1997 KEY EMPLOYEE STOCK OPTION PLAN


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

                              W I T N E S S E T H:

     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
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     Affiliates and the Optionee, shall be determined by the Committee at the
     time thereof.

     (b)      Death, Disability or Retirement of Optionee.  In the event of the
     death, Disability or Retirement of 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.