AMENDED AND RESTATED
                              REVOLVING CREDIT NOTE


$______________                                            St. Louis, Missouri
                                                                March 24, 1998


     FOR VALUE RECEIVED, on the last day of the Revolving Credit Period, the
undersigned, HUNTCO INC., a Missouri corporation ("Borrower"), hereby promises
to pay to the order of __________________ ("Bank"), the principal sum of
______________  Million Dollars ($______________), or such lesser sum as may
then constitute the aggregate unpaid principal amount of all Revolving Credit
Loans made by Bank to Borrower pursuant to the Revolving Credit Agreement
referred to below.  The aggregate principal amount of Revolving Credit Loans
which Bank shall be committed to have outstanding hereunder at any time shall
not exceed  __________________ Million Dollars ($______________), which amount
may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to
the terms and conditions hereof and of the Revolving Credit Agreement referred
to below.  Borrower further promises to pay to the order of Bank interest on
the aggregate unpaid principal amount of such Revolving Credit Loans on the
dates and at the rate or rates provided for in the Revolving Credit Agreement.
All such payments of principal and interest shall be made in lawful currency
of the United States in Federal or other immediately available funds at the
office of Mercantile Bank National Association, 721 Locust Street, St. Louis,
Missouri 63101.

     Bank shall record in its books and records the date, amount, type and
maturity of each Revolving Credit Loan made by it to Borrower and the date and
amount of each payment of principal and/or interest made by Borrower with
respect thereto; provided, however, that the obligation of Borrower to repay
each Revolving Credit Loan made to Borrower hereunder shall be absolute and
unconditional, notwithstanding any failure of Bank to make any such
recordation or any mistake by Bank in connection with any such recordation.
The books and records of Bank showing the account between Bank and Borrower
shall be admissible in evidence in any action or proceeding and shall
constitute prima facie proof of the items therein set forth in the absence of
manifest error.

     This Note is one of the Notes referred to in the Amended and Restated
Revolving Credit Agreement dated March 24, 1998, by and among Borrower, Huntco
Nevada, Inc., Huntco Steel, Inc., Midwest Products, Inc., HSI Aviation, Inc.,
the Banks party thereto and Mercantile Bank National Association, as agent for
the Banks (as the same may from time to time be amended, modified, extended or
renewed, the "Revolving Credit Agreement").  The Revolving Credit Agreement,
among other things, contains provisions for acceleration of the maturity
hereof upon the occurrence of certain stated events and also for prepayments
on account of principal hereof and interest hereon prior to the maturity
hereof upon the terms and conditions specified therein.  All capitalized terms
used and not otherwise defined in this Note shall have the respective meanings
ascribed to them in the Revolving Credit Agreement.

     This Note is secured by, among other things, the Borrower Security
Agreement, to which Borrower Security Agreement reference is hereby made for a
description of the security and a statement of the terms and conditions upon
which this Note is secured.

     Upon the occurrence of any Event of Default under the Revolving Credit
Agreement, Bank's obligation to make additional Revolving Credit Loans under
this Note may be terminated in the manner and with the effect as provided in
the Revolving Credit Agreement and the entire outstanding principal balance of
this Note and all accrued and unpaid interest thereon may be declared to be
immediately due and payable in the manner and with the effect as provided in
the Revolving Credit Agreement.

     In the event that any payment due under this Note shall not be paid when
due, whether by reason of maturity, acceleration or otherwise, and this Note
is placed in the hands of an attorney or attorneys for collection or for
foreclosure of the Borrower Security Agreement, or if this Note is placed in
the hands of an attorney or attorneys for representation of Bank in connection
with bankruptcy or insolvency proceedings relating hereto, Borrower hereby
promises to pay to the order of Bank, in addition to all other amounts
otherwise due hereon, the costs and expenses of such collection and
representation, including, without limitation, reasonable attorneys' fees and
expenses (whether or not litigation shall be commenced in aid thereof).
Borrower hereby waives presentment for payment, demand, protest, notice of
protest and notice of dishonor.

     This Note shall be governed by and construed in accordance with the
substantive laws of the State of Missouri (without reference to conflict of
law principles).

     This Note is an amendment, restatement and continuation of that certain
Revolving Credit Note of Borrower dated ______________, 19__, and payable to
the order of Bank in the principal amount of $____________ (the "Original
Note") and not a novation thereof.  Upon delivery of the original of this Note
by Borrower to Bank, the Original Note shall be deemed cancelled by amendment
and restatement and of no further force or effect and shall be promptly
returned to Borrower marked "Cancelled by Amended and Restated Revolving
Credit Note dated March 24, 1998."

                                   HUNTCO INC.


                                   By_________________________
                                   Title:_____________________