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                                                                   Exhibit 10.56

                                                                  EXECUTION COPY




                                    FIRST AMENDMENT, dated as of May 5, 1999
                           (this "Amendment"), to the Facility Pledge Agreement
                           dated as of April 2, 1996, and amended and restated
                           as of September 5, 1997, among BLACKSTONE CAPITAL
                           PARTNERS II MERCHANT BANKING FUND L.P., a Delaware
                           limited partnership, BLACKSTONE OFFSHORE CAPITAL
                           PARTNERS II L.P., a Cayman Island limited
                           partnership, and BLACKSTONE FAMILY INVESTMENT
                           PARTNERSHIP II L.P., a Cayman Island limited
                           partnership (collectively, the "Funds"); BRW STEEL
                           HOLDINGS L.P., a Delaware limited partnership
                           ("BRWSH"); BRW STEEL OFFSHORE HOLDINGS L.P.; a
                           Delaware limited partnership ("BRWSH II" and,
                           together with BRWSH, the "Partnerships"); BAR
                           TECHNOLOGIES INC., a Delaware corporation
                           ("BarTech"); BLISS & LAUGHLIN STEEL COMPANY, an
                           Illinois corporation and a wholly owned subsidiary of
                           BarTech ("BLSC" and, together with BarTech, the
                           "Borrowers"); each other subsidiary of BarTech listed
                           on Schedule I thereto (each such subsidiary and BLSC
                           individually a "Subsidiary Pledgor" and collectively,
                           the "Subsidiary Pledgors"); each of the members of
                           management of BarTech listed on Schedule II thereto
                           (collectively, the "Management Stockholders" and,
                           together with the Funds, the Partnerships, BarTech
                           and the Subsidiary Pledgors, the "Pledgors"); and THE
                           CHASE MANHATTAN BANK (formerly known as Chemical
                           Bank), a New York banking corporation, as collateral
                           agent (in such capacity, the "Collateral Agent") for
                           the Secured Parties (as defined therein).

         Reference is made to (a) the Credit Agreement dated as of April 2,
1996, amended and restated as of April 25, 1996, and as further amended and
restated as of September 5, 1997 (as amended or modified from time to time, the
"Credit Agreement"), among the Borrowers, the financial institutions party
thereto, as lenders (the "Lenders"), The Chase Manhattan Bank (formerly known as
Chemical Bank), as agent (in such capacity, the "Administrative Agent"), and
Chase Manhattan Bank Delaware (formerly known as Chemical Bank Delaware), as
fronting bank (in such capacity, the "Fronting Bank"). Capitalized terms used
herein and not defined herein shall have the meanings assigned to such terms in
the Facility Pledge Agreement and the Credit Agreement.

                  The Borrowers and the other Pledgors have requested that the
Secured Parties amend certain provisions of the Facility Pledge Agreement. The
Secured Parties are willing to do so, subject to the terms and conditions of
this Amendment.


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                  Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the Pledgors and the Collateral Agent, on
behalf of itself and each other Secured Party (and each of their respective
successors or assigns), hereby agree as follows:

                  SECTION 1. Amendment to Section 2.01. Clause (a) (until the
first proviso thereof) of Section 2.01 of the Facility Pledge Agreement is
hereby amended and restated to read in its entirety as follows:

                  "(a) the shares of capital stock and membership interests
         owned by it listed on Schedule III and any shares of capital stock of
         BarTech or any Subsidiary or membership interests of RTI obtained in
         the future by such Pledgor and the certificates representing all such
         shares and membership interests (the "Pledged Stock");".

                  SECTION 2. Amendment to Schedule III. Schedule III to the
Facility Pledge Agreement is hereby amended and restated in its entirety to read
as set forth in Annex I hereto.

                  SECTION 3. No Other Amendments. Except as specifically stated
herein, the Facility Pledge Agreement shall continue in full force and effect in
accordance with the provisions thereof.

                  SECTION 4. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.


                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.

                                BRW STEEL HOLDINGS, L.P.,

                                       by
                                            /S/ DAVID A. STOCKMAN
                                            ------------------------------------
                                            Name:   David A. Stockman
                                            Title:  Authorized Signatory



                                BRW STEEL OFFSHORE HOLDINGS, L.P.,

                                       by
                                            /S/ DAVID A. STOCKMAN
                                            ------------------------------------
                                            Name:  David A. Stockman
                                            Title: Authorized Signatory
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                              BAR TECHNOLOGIES INC.,

                                     by
                                          /S/ JOHN B. GEORGE
                                          ------------------------------------
                                          Name:  John B. George
                                          Title: V.P. Finance and Treasurer


                              BLISS & LAUGHLIN STEEL COMPANY,

                                     by
                                          /S/ MICHAEL P. HOULIHAN
                                          ------------------------------------
                                          Name:  Michael P. Houlihan
                                          Title: Assistant Treasurer


                              BLISS & LAUGHLIN INDUSTRIES INC.,

                                     by
                                          /S/ MICHAEL P. HOULIHAN
                                          ------------------------------------
                                          Name:  Michael P. Houlihan
                                          Title: Assistant Treasurer


                              BLACKSTONE CAPITAL PARTNERS
                              II MERCHANT BANKING FUND L.P.,

                                     by
                                          /S/ DAVID A. STOCKMAN
                                          ------------------------------------
                                          Name:  David A. Stockman
                                          Title: Member


                              BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P.,

                                     by
                                          /S/ DAVID A. STOCKMAN
                                          ------------------------------------
                                          Name:  David A. Stockman
                                          Title: Member


                              BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II L.P.,

                                     by
                                          /S/ DAVID A. STOCKMAN
                                          ------------------------------------
                                          Name:  David A. Stockman
                                          Title: Member

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                              THE CHASE MANHATTAN BANK,
                              as Collateral Agent,

                                     by
                                          /S/ JAMES H. RAMAGE
                                          ------------------------------------
                                          Name:  James H. Ramage
                                          Title: Vice President


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                                                                         ANNEX I
                                                             Schedule III to the
                                                       Facility Pledge Agreement





                                  CAPITAL STOCK
                                  -------------

                                      None.



                               MEMBERSHIP INTEREST
                               -------------------

                  BarTech holds a 50.0% membership interest and voting interest
and an initial 33-1/3% economic allocation in RTI.


                                 DEBT SECURITIES
                                 ---------------

                                      None.