Exhibit 3.10   BYLAWS
OF
MURRAY INTERNATIONAL METALS, INC.  ARTICLE I.  Section 1.1.Registered
Office and Agent.  The registered
office of the corporation is located at 311 Dallas Ave., Houston, Texas
77002.  The name of its registered agent
is C T Corporation System.  Section 1.2.Other
Offices.  The corporation may have,
in addition to its registered office, offices and places of business at such
places, both within and without the State of Texas, as the Board of Directors
may from time to time determine or the business of the corporation may require.  ARTICLE II.  MEETINGS OF SHAREHOLDERS  Section 2.1.Place
of Meetings.  All meetings of
shareholders shall be held at the principal place of business of the
corporation or at such other place within or without the State of Texas as may
be designated by the Board of Directors or officer calling the meeting.  Section 2.2.Annual
Meeting.  The annual meeting of the
shareholders of the corporation for the election of directors and for the
transaction of such other business as may come before the meeting shall be held
on such date and at such place and time as the Board of Directors may
determine.  Failure to hold the annual
meeting at the designated time shall not work a dissolution of the corporation
and any business transacted at said meeting shall have the same validity as if
transacted on the date designated herein.  Section 2.3.Special
Meetings.  Special meetings of the
shareholders may be called by the Chairman of the Board of Directors or the
Board of Directors.  Special meetings of
shareholders may also be called by the Secretary upon the written request of
the holders of shares entitled to not less than ten percent of all the votes
entitled to be cast at such meeting. 
Such request shall state the purpose or purposes of such meeting and the
matters proposed to be acted on at the meeting. 
It shall be the duty of the Secretary to fix the date of the meeting to
be held not less than ten nor more than sixty days after the receipt of the
request and to give due notice thereof. 
If the Secretary shall neglect or refuse to fix the date for the meeting
and give notice thereof, the person or persons calling the meeting may do so.  Section 2.4.Notice
of Meeting.  Written notice stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the meeting to the shareholders
of record entitled to vote at such meeting. 
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder at


his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.  Section 2.5.Closing
of Transfer Books and Fixing Record Date. 
The Board of Directors may fix, in advance, a date as the record date
for the purpose of determining shareholders entitled to notice of, or to vote
at, any meeting of shareholders, or shareholders entitled to receive payment of
any dividend or the allotment of any rights, or in order to make a
determination of shareholders for any other proper purpose.  Such date, in any case, shall be not more
than sixty days, and in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. 
In lieu of fixing a record date, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period not to exceed, in
any case, sixty days.  If the stock
transfer books are closed for the purpose of determining shareholders entitled
to notice of or to vote at a meeting of shareholders, such books shall be
closed for at least ten days immediately preceding such meeting.  Section 2.6.Voting
List.  The officer or agent having
charge of the stock transfer books of the corporation shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder throughout the entire meeting.  The original stock transfer books shall be
prima facie evidence of the identity of the shareholders entitled to examine
such list or transfer books or to vote at any meeting of shareholders.  Failure to comply with any requirements of
this Section shall not affect the validity of any action taken at such
meeting.  Section 2.7.Voting
at Meetings.  Any holder of shares of
the corporation entitled to vote shall be entitled to one vote for each share
held.  Section 2.8.Proxies.  A shareholder may vote either in person or by
proxy executed in writing by him or by his duly authorized attorney in
fact.  No proxy shall be valid after
eleven months from the date of its execution unless otherwise provided in the
proxy.  Each proxy shall be revocable
unless expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law.  Each proxy shall be
filed with the Secretary of the corporation prior to or at the time of the
meeting.  Any vote may be taken viva
voce or by show of hands unless someone entitled to vote objects, in
which case written ballots shall be used.  Section 2.9.Quorum
of Shareholders.  Except as provided
in the immediately following sentence or as otherwise required by applicable
law, the presence in person or by proxy of the holders of a majority of the
shares entitled to vote, shall constitute a quorum for the transaction of
business.  In the case of special
shareholders meetings called exclusively for the filling of vacancies on the
Board of Directors, the quorum required for such special meeting shall be such
percentage as is provided for in Section 3.4 of these bylaws, as same may
be amended from time to time.  If a
quorum is not represented, a majority in interest of those represented may  2


adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented.  At such
adjourned meeting at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the meeting as originally
notified.  The vote of the holders of a
majority of the shares entitled to vote and represented at a meeting at which a
quorum is present shall be the act of the shareholders meeting, unless the
vote of a greater number is required by law, the Articles of Incorporation or
these bylaws.  Section 2.10.Conduct
of Meetings.  The Chairman of the
Board of Directors, if any, or the President shall preside at, and the
Secretary shall keep the records of, each meeting of shareholders.  In the absence of either such officer, his
duties shall be performed by another officer of the corporation appointed at
the meeting.  Section 2.11.Action
Without Meeting.  Any action which
may be taken at a meeting of shareholders, directors, or any committee may be
taken without a meeting if authorized by a writing signed by all of the persons
who would be entitled to vote on such action at a meeting, and filed with the
Secretary of the corporation.  ARTICLE III.BOARD OF DIRECTORS  Section 3.1.Management
of the Corporation.  The business and
affairs of the corporation shall be managed by its Board of Directors, which
may exercise all such powers of the corporation and do all such lawful acts or
things not directed or required by statute, by the Articles of Incorporation or
by these bylaws to be done by the shareholders.  Section 3.2.Number
and Tenure.  The number of directors
shall not be less than one (1) nor more than five (5).  The number of directors may be increased or
decreased from time to time by amendment to these bylaws but no decrease shall
have the effect of shortening the term of any incumbent director.  The directors shall be elected by the shareholders
annually in accordance with the provisions of these bylaws.  Unless soon removed in accordance with these bylaws, members of the
Board of Directors shall hold office until the next annual meeting of the
shareholders and until their successors shall have been elected and qualified.  Section 3.3.Qualifications.  Directors need not be shareholders or
residents of the State of Texas.  Section 3.4.Vacancies.  Any vacancy occurring in the Board of
Directors (by death, resignation, removal, or otherwise) may be filled by the
affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board of Directors.  A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.  Section 3.5.Place
of Meeting.  Meetings of the Board of
Directors may be held either within or without the State of Texas, at whatever
place has been designated from time to  3


time by resolution of the Board or by written
consent of all members of the Board.  In
the absence of specific designation, the meetings shall be held at the
principal place of business of the corporation.  Section 3.6.Regular
Meetings.  The Board of Directors
shall meet each year immediately following the annual meeting of the shareholders,
at the place of such meeting, for the transaction of such business as may
properly be brought before it.  No notice
of annual meetings need be given to either old or new members of the Board of
Directors.  Regular meetings may be held
at such other times as shall be designated by the Board of Directors.  Section 3.7.Special
Meetings.  Special meetings of the
Board of Directors may be held at any time upon the call of the Chairman of the
Board of Directors or, if he is absent or unable or refuses to act, by any two
directors of the corporation.  Written
notice of the time, place, and purpose of the special meeting shall be
delivered personally to each director, sent by mail or telefax to the last
known address of such director not later than four days before the day
appointed for the meeting.  Oral notice
may be substituted for such written notice if given not later than one day
before the meeting.  Notice of the time,
place and purpose of such meeting may be waived in writing before or after such
meeting, and shall be equivalent to the giving of notice.  Attendance of a director at such meeting
shall also constitute a waiver of notice thereof, except where he attends for
the announced purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.  Except as otherwise herein provided, neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of notice
of such meeting.  Section 3.8.Quorum.  A majority of directors at the time in office
shall constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors, but a smaller number may adjourn
from time to time until they can secure the attendance of a quorum.  The act of a majority of the directors
present at any meeting duly held at which a quorum is present shall be regarded
as the act of the Board of Directors, unless a greater number be required by law
or by the Articles of Incorporation or elsewhere in these bylaws.  Section 3.9.Compensation.  Directors as such shall not receive any
stated salary for their services, but by resolution of the Board, a fixed sum
and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board; provided, that nothing contained
herein shall be considered to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.  Section 3.10.Removal.  Subject to the provisions of the Texas
Business Corporation Act, the entire Board of Directors or any individual
director may be removed from office, either with or without cause, at any
meeting of shareholders called for that purpose by the affirmative vote of the
number and class(es) of shares required to initially elect such director.  The notice calling such meeting shall give
notice of intention to act upon such matter. 
Any vacancy in the Board of Directors caused by removal of any or all
directors may be filled at the same meeting in the manner provided in Section 3.4
of these bylaws.  4


Section 3.11.Conduct
of Meetings.  The Chairman of the
Board of Directors shall preside at all meetings of the Board of
Directors.  In the absence of the
Chairman, the directors present at the meeting shall select one of their number
to preside as chairman at that meeting. 
The Secretary of the corporation, or in his absence, any person
appointed by the presiding officer, shall act as Secretary of the meeting.  Section 3.12.Board
Committees.  The Board of Directors
may, by resolution adopted by a majority of the authorized number of directors,
designate one or more other committees to conduct such business and affairs of
the corporation as the Board, by resolution, may provide.  The Board of Directors, by a majority vote,
shall have the power at any time to change the powers and members of any
committees, to fill vacancies, and to dispose of any committee.  Members of any committee shall receive such
compensation as the Board of Directors may from time to time provide.  The designation of any committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed by law.  Section 3.13.Action
Without Meeting.  Any action which
may be taken at a meeting of shareholders, directors, or any committee may be
taken without a meeting if authorized by a writing signed by all of the persons
who would be entitled to vote on such action at a meeting, and filed with the
Secretary of the corporation.  ARTICLE IV.OFFICERS  Section 4.1.Officers.  The officers of the corporation shall be
elected by the Board of Directors, and shall consist of a President and a
Secretary and may consist of a Vice President or Vice Presidents, a Treasurer
and such Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time designate, all of whom shall hold office until
their successors are elected and qualified. 
Two or more offices may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity, if
such instrument is required by law, the Articles of Incorporation or these
bylaws to be executed, acknowledged or verified by two or more officers.  Section 4.2.Salaries.  The salaries of the officers shall be
determined by the Board of Directors, and may be altered by the Board from time
to time except as otherwise provided by contract.  No officer shall be prevented from receiving
such salary by reason of fact that he is also a director of the
corporation.  All officers shall be
entitled to be paid or reimbursed for all costs and expenditures incurred in
the corporations business.  Section 4.3.Vacancies.  Whenever any vacancies shall occur in any
office by death, resignation, removal, increase in the number of officers of
the corporation, or otherwise, the same shall be filled by the Board of
Directors, and the officer so elected shall hold office for the unexpired term
and until his successor is chosen and qualified.  Section 4.4.Removal.  Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best  5


interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election
or appointment of an officer or agent shall not of itself create contract
rights.  Section 4.5.President.  The corporation shall appoint a
President.  The President shall be the
principal executive officer of the corporation, and, subject to the control of
the Board of Directors, shall in general direct, supervise and control all of
the business and officers of the corporation. 
He may sign, with the Secretary or any other proper officer of the
corporation, thereunto, authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly reserved to
the Board of Directors by these bylaws or delegated by the Board of Directors
or by these bylaws to some other officer or agent of the corporation, or shall
be required by law to be otherwise signed and executed, and in general shall
perform all duties incident to the office of president and such other duties as
may be prescribed by the Board of Directors from time to time.  The President may exercise the powers given
by applicable law to the President of a corporation.  Section 4.6.Vice
Presidents.  Any Vice President
shall, under the direction and subject to the control of the Board of
Directors, perform such duties as may be assigned to such Vice President.  Section 4.7.Secretary.  It shall be the duty of the Secretary to
attend all meetings of the shareholders and Board of Directors and record
correctly the proceedings at such meetings in a book suitable for that
purpose.  It shall also be the duty of
the Secretary to attest with his signature and the seal of the corporation all
stock certificates issued by the corporation and to keep at the corporations
principal place of business a stock ledger in which shall be correctly recorded
all transactions pertaining to the capital stock of the corporation.  He shall also attest with his signature and
the seal of the corporation all deeds, conveyances or other instruments
requiring the seal of the corporation. 
The Secretary shall see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law.  The person holding the office of Secretary
shall also perform, under the direction and subject to the control of the Board
of Directors, such other duties as may be assigned to him.  The duties of the Secretary may also be
performed by any Assistant Secretary, or if there be none, by the
Treasurer.  In the absence or inability
to act, or the refusal or neglect to act, of the Secretary, Assistant
Secretary, and Treasurer, any person authorized by the President, any Vice
President, or Board of Directors, may perform the functions of the Secretary.  Section 4.8.Treasurer.  The Treasurer, if one shall be elected, shall
have charge and custody of all moneys of the corporation as may be committed to
his keeping and account for the same.  He
shall be prepared at all times to give information as to the condition of the
corporation and shall make a detailed annual report of the entire business and
financial condition of the corporation. 
The person holding the office of Treasurer shall also perform, under the
direction and subject to the control of the Board of Directors, such other
duties as may be assigned to him.  The
duties of the Treasurer may also be performed by any Assistant Treasurer, or if
there be none, by the Secretary.  In the
absence or inability to act, or the refusal or neglect to  6


act, of the Treasurer, Assistant Treasurer,
and Secretary, any person authorized by the President, any Vice President, or
Board of Directors may perform the functions of Treasurer.  Section 4.9.Delegation
of Authority.  In the case of any
absence of any officer of the corporation or for any other reason that the
Board may deem sufficient, the Board of Directors may delegate some or all of
the powers or duties of such officer to any other officer or to any director,
employee, shareholder or agent for whatever period of time seems desirable,
providing that a majority of the entire Board concurs therein.  Section 4.10.Board
of Directors Approval.  The following
activities and transactions by the corporation and any of its subsidiaries
require the affirmative approval of the Board of Directors and cannot be
performed by the officers of the corporation without such board approval:  (a)All financing and
refinancing arrangements, capital leases and loan agreements.  (b)The hiring of outside
consultants, including, but not limited to, legal advisors and accountants.  (c)All acquisitions of
assets or stock.  (d)All disposition of
assets or stock.  (e)The purchase of stock
from shareholders.  (f)Annual budgets.  (g)Lawsuits and settlements.  (h)The appointment or
reappointment of the President or the Chief Executive Officer or any other
officer.  (i)The appointment of any
committee or any executive to any committee.  (j)Remuneration payable
to the President and all officers and senior executives.  (k)Any increase in the
capital of the corporation.  (l)All other matters and
contracts which by these bylaws or the laws of the State of Texas or other
applicable law are required to be carried out by the Board of Directors.  7


ARTICLE V.NOTICES  Section 5.1.Manner
of Giving Notice.  Whenever, under
the provisions of the statutes or of the Articles of Incorporation or of these
bylaws, notice is required to be given to any committee member, director or
shareholder and no provision is made as to how such notice shall be given, it
shall not be construed to mean personal notice, but any such notice may be
given in writing by mail, postage prepaid, addressed to such member, director
or shareholder at his address as it appears on the records or, in the case of a
shareholder, the stock transfer books of the corporation.  Any notice required or permitted to be given
by mail shall be deemed to be delivered at the time when the same shall be deposited
in the United States mail as aforesaid.  Section 5.2.Waiver
of Notice.  Whenever any notice is
required to be given to any committee member, director or shareholder of the
corporation under the provisions of any statute, the Articles of Incorporation
or these bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.  ARTICLE VI.CAPITAL STOCK  Section 6.1.Certificates
Representing Shares.  Shares may not
be issued until the full amount of consideration, fixed as provided by law, has
been paid or partial payment has been made pursuant to the discretion of the
Board of Directors.  When such
consideration has been paid to the corporation, the shares shall be deemed to
have been issued and the corporation shall deliver certificates representing
all shares to which shareholders are entitled. 
Each certificate shall bear upon its face the statement that the
corporation is organized in Texas, the name in which it is issued, the number
and class of shares and series, and the par value or a statement that the
shares are without par value.  Such
certificates shall be signed by any two directors, and shall bear the seal of
the corporation or a facsimile thereof. 
In case any officer who has signed such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if it was such officer at the date of its
issuance.  Section 6.2.Shareholders
of Record.  The Board of Directors of
the corporation may appoint one or more transfer agents or registrars of any
class of stock of the corporation. 
Unless and until such appointment is made, the Secretary of the
corporation shall maintain among other records a stock certificate book, the
stubs in which shall set forth the names and addresses of the holders of all
issued shares of the corporation, the number of shares held by each, the
certificate numbers representing such shares, the date of issue of the
certificates representing such shares, the number and date of cancellation of
every certificates surrendered for cancellation, and whether or not such shares
originate from original issues or from transfer.  The names and addresses of shareholders as
they appear in the stock certificate book shall be the official list of
shareholders of record of the corporation for all purposes.  The corporation shall  8


not be bound to recognize any equitable or
other claim to, or interest in, such shares or any rights deriving from such
shares, on the part of any other person, including (but without limitation) a
purchaser, assignee or transferee, unless and until such other person becomes
the holder of record of such shares, whether or not the corporation shall have
either actual or constructive notice of the interest of such other person.  Section 6.3.Transfer
of Shares.  The shares of the
corporation shall be transferable on the stock certificate book of the
corporation by the holder of record thereof, or his duly authorized attorney or
legal representative, upon endorsement and surrender for cancellation of the
certificates for such shares.  All
certificates surrendered for transfer shall be cancelled, and no new
certificates shall be issued until a further certificate or certificates for a
like number of shares shall have been surrendered and cancelled, except that in
the case of a lost, destroyed or mutilated certificate, a new certificate may
be issued therefor upon such conditions for the protection of the corporation
and any transfer agent or registrar as the Board of Directors or the Secretary
may prescribe.  ARTICLE VII.MISCELLANEOUS PROVISIONS  Section 7.1.Indemnification
of Officers and Directors.  (a)Each person who shall
have served as a director or officer of this corporation, or at its request as
director or officer of another corporation, partnership, joint venture, trust
or other enterprise in which it now owns or may hereafter own shares of capital
stock or of which it now is or may hereafter be a creditor, shall be
indemnified by the corporation against any recoveries and awards, and any
expenses and costs (including attorneys fees) actually and necessarily
incurred by him, in connection with any claim asserted against him, by action
in court or otherwise, by reason of being or having been such director or
officer, except when in any court proceeding he shall have been adjudged guilty
of negligence or misconduct in respect of the matter in which indemnity is
sought; provided, however, that the foregoing right of indemnification shall
not be exclusive of other rights to which he may be entitled by law.  (b)The corporation may
purchase and maintain insurance, or another arrangement, on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provision of this Article or of Article 2.02 of the Texas
Business Corporation Act.  Section 7.2.Amendments.  These bylaws may be altered or repealed at
any regular meeting of the shareholders or at any special meeting of the
shareholders at which a quorum is present or represented, provided notice of
the proposed alteration or repeal be  9


contained in the notice of such special
meeting, by the affirmative vote of a majority of the shares entitled to vote
and present or represented at such meeting; provided, however, that no change
of the time or place of the meeting for the election of directors shall be made
within sixty days next before the day on which such meeting is to be held, and
that in case of any change of said time or place, notice thereof shall be given
to each shareholder in person or by letter mailed to his last known post office
address at least twenty days before the meeting is held.  Section 7.3.Dividends.  Dividends upon the outstanding shares of the
corporation, subject to the provisions of the statutes and of the Articles of
Incorporation, may be declared by the Board of Directors at any regular or
special meeting.  Dividends may be declared
and paid in cash, in property, or in shares of the corporation, or any
combination thereof.  The declaration and
payment shall be at the discretion of the Board of Directors.  Section 7.4.Reserves.  There may be credited from time to time by
resolution of the Board of Directors, out of the earned surplus of the
corporation, such reserve or reserves as the directors in their discretion
think proper to provide for contingencies, or to equalize dividends, or to
repair or maintain any property of the corporation, or for such other purpose as
the directors shall think beneficial to the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.  Section 7.5.Conference
Telephone Meetings.  Meetings of
shareholders, directors, or any committee, may be held by means of conference
telephone or similar communications equipment so long as all persons
participating in the meeting can hear each other.  Participation in a meeting pursuant to this Section shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.  Section 7.6.Resignations.  Any director or officer may resign at any
time.  Such resignations shall be made in
writing and shall take effect at the time specified therein, or, if no time be
specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the
resignation.  Section 7.7.Surety
Bond.  Such officers and agents of
the corporation (if any) as the President or the Board of Directors may direct,
from time to time, shall be bonded for the faithful performance of their duties
and for the restoration to the corporation, in case of their death,
resignation, retirement, disqualification or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in their possession
or under their control belonging to the corporation, in such amounts and by
such surety companies as the president or the Board of Directors may
determine.  The premiums on such bonds
shall be paid by the corporation, and the bonds so furnished shall be in the
custody of the Secretary.  Section 7.8.Execution
of Instruments.  The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute any
corporate instrument or document, or to sign the corporate name  10


without limitation, except where otherwise
provided by law, and such execution or signature shall be binding upon the
corporation.  Section 7.9.Seal.  The corporate seal shall be a device
containing the name of the corporation and the word Texas.  Section 7.10.Fiscal
Year.  The fiscal year of the
corporation shall end at the close of business on the 31st day of January in
each year.  Adopted by the Board of Directors as of 30th June, 1997.   /s/ Patrick J.
  BoylePatrick J.
  Boyle, Secretary
  11