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                               EXHIBIT NO. 2 (h)

                      Amendments to Definitive Agreements
                             dated March 31, 1986,
             among EGL Steel Inc., Inland Steel Electrogalvanizing
              Corporation, Pre Finish Metals (E.G.) Incorporated,
               Bethlehem Steel Corporation, Inland Steel Company,
                        Pre Finish Metals Incorporated,
                       and Materials Sciences Corporation
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                           Dated as of March 31, 1986



EGL Steel Inc. and                  Inland Steel Electrogalvanizir
Bethlehem Steel Corporation           Corporation and
701 East Third Street               Inland Steel Company
Bethlehem, Pennsylvania 18015       30 West Monroe Street
                                    Chicago, IL 60603
Pre Finish Metals (E.G.)
  Incorporated and
Pre Finish Metals Incorporated and
Material Sciences Corporation
2300 East Pratt Boulevard
Elk Grove Village, IL 60007

                    Re:  Amendments to Definitive Agreements
                         -----------------------------------

Dear Sirs:

          Reference is made to the Partnership Agreement dated as of August 30,
1986 by and among EGL Steel Inc., Inland Steel Electrogalvanizing Corporation
and Pre Finish Metals (E.G.) Incorporated, pursuant to which Walbridge Coatings,
an Illinois Partnership was formed, and to the various Definitive Agreements, as
amended, referred to therein.  All capitalized terms in this letter agreement
which are defined in the Appendix to such Definitive Agreements shall have the
meaning herein as therein provided.

          At a meeting of representatives of all partners held on March 12,
1986, it was agreed that for commercial reasons it was necessary for the
Commissioning Date to occur prior to the closing of the Permanent Financing of
the E.G. Facility, and that it was advisable for the Partnership to acquire the
Transfer Facility on or about the Commissioning Date, or as soon as practicable
thereafter, rather than on the closing of the Permanent Financing, as
contemplated by the Definitive Agreements.

          Various changes to the Definitive Agreements and related agreements
are advisable in order to reflect this decision.  Accordingly, the Partnership
and each of the Partners and their respective Parents hereby agree to the
following amendments:

Partnership Agreement:
---------------------

          1.   The last paragraph of Section 6.2 is hereby deleted.

          2.   The third and fourth paragraphs of Section 6.3 are hereby deleted
and replaced with the following:
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March 31, 1986



               "On or about the Commissioning Date, or as soon as practicable
          thereafter, (a) each Parent shall loan to the Partnership the
          following funds:  Bethlehem: $18,072,772, Inland:  $18,072,772 and PFM
          and MSC (in the aggregate): $22,236,141, (b) the Partnership shall
          purchase the equipment included in the Transfer Facility from PFM in
          accordance with Section 15 of the Construction Agreement, as amended,
          in consideration for the assumption by the Partnership of all
          obligations of PFM under the OKB Note (other than interest previously
          accrued) plus the payment to PFM of the total proceeds of the Parent
          Loans (equal to the estimated completed cost of such equipment less
          the principal amount of the OKB Note so assumed), provided that PFM
                                                            --------
          shall apply all of such proceeds to (i) the repayment to each Parent
          of the principal amount of the construction financing furnished by
          such Parent (excluding, in the case of PFM, the OKB Note), (ii) the
          repayment of all capitalized interest due each Parent thereon in
          accordance with the Funding Agreement and the Construction Agreement,
          (iii) an escrow account for the payment of the 10% hold back under the
          Purchase Agreement and any other construction expenses not yet paid by
          PFM in form satisfactory to all Partners, and (iv) the balance to the
          purchase price of the equipment included in the Existing Facility, and
          (c) the Partnership shall enter into a lease and/or sublease with PFM
          of the real estate included in the Transfer Facility for the period
          from the Commissioning Date to the end of the initial Term pursuant to
          Section 5.1, in form satisfactory to all Partners (the "Bridge
          Sublease").  With respect to all periods between the Commissioning
          Date and the closing of the Permanent Financing each Partner agrees to
          advance to the Partnership the portion of each payment required to be
          made by the Partnership under the OKB Note and the Bridge Sublease
          equal to the Financial Interest of such Partner in the Partnership on
          or before the date that such payment is due thereunder."

               "The closing of the Permanent Facility will be scheduled for a
          date as soon as possible thereafter.  At such closing, the Bridge
          Sublease will be replaced by PFM conveying the real estate in the E.G.
          Addition to the lessor of the PFM Lease, amending the PFM Lease in
          various ways, including a commitment by such lessor to accept a new
          mortgage for $11 million, and subleasing the amended lease to the
          Partnership, all in form reasonably satisfactory to all Partners.  At
          such closing, (a) the Partnership shall apply all of the cash proceeds
          from the equipment portion of Permanent Financing to the repayment of
          the Parent Loans, with each Parent receiving an amount equal to the
          total of such cash proceeds multiplied by the Financial Interest of
          the Partner subsidiary of such Parent in the Partnership plus, in the
          case of Bethlehem and Inland, $727,350 and minus, in the case of PFM,
          $1,454,700, until all of such loan proceeds have been so applied and
          (b) PFM shall
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March 31, 1986



          retain the cash proceeds of the real estate mortgage portion Of the
          Permanent Financing (after payment of the existing mortgage).

               "From and after the Commissioning Date control of the Transfer
          Facility shall be transferred to the Partnership, and the Transfer
          Facility shall be operated for the benefit and at the risk of the
          Partnership in accordance with the Definitive Agreements.  Prior to
          the Commissioning Date, the Transfer Facility shall continue to be
          under the control of, and to be operated for the benefit and at the
          risk of, PFM."

Construction Agreement:
----------------------

          1.   Section 6(c) shall be amended to insert immediately preceding the
last sentence thereof the following:

          "It is contemplated that the proceeds of the Parent Loans paid to PFM
          pursuant to Section 6.3 of the Partnership Agreement will be applied
          to the payment in full of the then aggregate outstanding principal
          amounts of such borrowings and to the repayment to General Contractor
          of amounts extended by General Contractor as described in subparagraph
          (iii) above, together with all interest paid or payable by General
          Contractor with respect to such borrowings, excluding in the case of
          PFM, the OKB Note."

          2.   Section 15 is hereby amended to provide that the transfer of the
Transfer Facility shall occur as of the Commissioning Date, rather than on the
closing of the Permanent Financing, and that clause (i) of paragraph (a) thereof
shall be amended to read as follows:

               "(i)  The PFM Lease shall not be paid off by the Permanent
          Financing and as of the Commissioning Date the Partnership shall enter
          into a sublease agreement with PFM with respect thereto and a lease of
          the real estate included in the E.G. Addition relating in each case to
          the period between the Commissioning Date and the end of the initial
          term of the Partnership.  The amount included in the Transfer Value
          for the assets originally subject to the PFM Lease shall reduce,
          dollar for dollar, PFM E.G.'s obligation to provide Permanent
          Financing pursuant to the Partnership Agreement (which reduction is
          reflected in the amounts set forth in Section 6.3 of the Partner-ship
          Agreement, as amended).  Upon the closing of the Permanent Financing,
          the sublease and lease between PFM and the Partnership will be
          replaced by PFM conveying the real estate in the E.G. Addition to the
          Lessor of the PFM Lease, amending the PFM Lease in various ways and by
          subleasing the amended lease to the Partnership, all in such form as
          shall be satisfactory to all Partners and to the lenders of the
          Permanent Financing.  One or more of such lenders will then become
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March 31, 1986



          the successor mortgagee under the PFM Lease as part of the Permanent
          Financing. The proceeds of the successor mortgage shall be used to
          retire the existing mortgage and to reimburse PFM for the amount
          included in the Transfer Value for the assets so included in the PFM
          Lease."

Clauses (iv) and (v) of paragraph (a) of Section 15 are hereby deleted as
inapplicable.  In lieu thereof, the following shall be added as a new clause
(iv) thereof:

               "(iv)  Effective as of the Commissioning Date, the Partnership
          shall assume and agree to pay and otherwise perform all of PFM's
          obligations under the OKB Note, other than interest with respect to
          any period prior to such effective date of such transfer, and the
          Partnership shall indemnify and hold harmless PFM with respect
          thereto.  The amount paid to PFM for the Transfer Value pursuant to
          Section 15 shall be reduced by the principal amount of the OKB Note
          outstanding on such effective date.  Notwithstanding the foregoing, if
          PFM should borrow additional loan or loans under the Credit Facility
          Agreement, PFM shall promptly thereafter pay an amount equal to the
          proceeds of each such additional loan to the Partnership and upon each
          such payment, the Partnership shall be deemed to have assumed and
          agreed to pay all principal and interest under the particular
          additional loan without any further act of any party hereto.  The
          Partnership shall promptly utilize such proceeds to proportionately
          prepay the Notes of the Partnership to PFM, Bethlehem Steel
          Corporation and Inland Steel Company dated April 1, 1986 in accordance
          with the financial interest of their respective partner subsidiaries
          in the Partnership as contemplated therein."

All action by PFM required to be taken pursuant to Paragraph (b) of Section 15
is hereby deemed to have been satisfactorily performed or waived by the
Partnership.

          3.   Exhibit I of the Construction Agreement is hereby amended to
substitute the attached Schedule A-2 as the legal description of the "Fee
Parcel".

Parent Agreement:
----------------

          1.   Section 5.4(a) of the Parent Agreement is hereby amended by
adding the following sentence:

          "PFM has all requisite right and authority to sublet the premises
          subject to the PFM Lease pursuant to the proposed Sublease and Lease
          dated as of March 31, 1986 between PFM and the Partnership."
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March 31, 1986


          2.   Schedule 3 of the Parent Agreement is hereby amended to read as
set forth in the attached Schedule A-2.

          3.   Schedule 4 of the Parent Agreement is hereby amended to add the
following at the end thereof:

          "17.  Grant of easement to Consolidated Rail Corporation recorded in
          Volume 604, page 57, Deed Records, Wood County, Ohio."

          4.   Schedule 5 of the Parent Agreement is hereby amended to add the
following at the end of paragraph 3 thereof:

          "(i)*  Two Printronic printers leased from Norwest Financial Leasing,
          Inc."

          "(j)*  Additional computer equipment leased from Wang Laboratories,
          Inc."

Funding Agreement and Security Agreement:
----------------------------------------

          1.   The Funding Agreement and the Security Agreement are hereby
terminated in their entirety and each of Bethlehem and Inland shall promptly
deliver to PFM appropriate termination statements under the Uniform Commercial
Code to reflect such termination.

Appendix A:
----------

          1.   Appendix A to the Definitive Agreements is hereby amended to add
the following:

               "'Credit Facility Agreement' shall mean that certain Credit
          Facility Agreement dated as of January 11, 1985 between Creditanstalt
          and PFM."

               "'Parent Loans' shall mean the loans made to the Partnership by
          Bethlehem, Inland and PFM on or about the Commissioning Date.

               "'OKB Note' shall mean that certain note of PFM issued pursuant
          to the Credit Facility Agreement."

          2.   The definition of the term "Commissioning Date" shall be amended
to read as follows:

               "'Commissioning Date' shall mean April 1, 1986."
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March 31, 1986


          Anything in this letter agreement to the contrary notwithstanding,
each party hereto (including PFM) shall have the right to review the records of
PFM relating to the computations of the Transfer Value and the respective
amounts of the Parent Loans and if and to the extent that any such review
discloses that one or more errors in such computation exist, the parties agree
to make an equitable adjustment or adjustments with respect thereto.

          In order to evidence such amendments, please sign a counterpart of
this letter at the place indicated below, and return such counterpart to the
undersigned.

                               Very truly yours,

                               WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP

                               By:  PRE FINISH METALS (E.G.) INCORPORATED
                                    General Partner


                                    By:________________________________________


                               By:  EGL STEEL INC.
                                    General Partner


                                    By:________________________________________


                               By:  INLAND STEEL ELECTROGALVANIZING CORPORATION
                                    General Partner


                                    By:_______________________________________
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Page 7
March 31, 1986


Agreed as of the 31st day of March, 1986

EGL STEEL INC.


By:_____________________________________


BETHLEHEM STEEL CORPORATION


By:_____________________________________


INLAND STEEL ELECTROGALVANIZING CORPORATION


By:_____________________________________


INLAND STEEL COMPANY


By:_____________________________________


PRE FINISH METALS (E.G.) INCORPORATED


By:_____________________________________


PRE FINISH METALS INCORPORATED


By:_____________________________________
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Page 8
March 31, 1986

MATERIAL SCIENCES CORPORATION


By:_____________________________________