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                                                                   EXHIBIT 10.22
 
                                AMENDMENT No. 1
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          AMENDMENT No. 1 (the "Amendment"), dated as of June 25, 1998, to that
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certain Amended and Restated Credit Agreement, dated as of January 21, 1997 (as
amended and restated as of November 5, 1997, the "Credit Agreement"; capitalized
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terms used herein and not defined shall have the meaning set forth in the Credit
Agreement), among IMCO RECYCLING INC., a Delaware corporation ("Borrower," which
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term shall include its successors and assigns); the Subsidiary Guarantors from
time to time party thereto; each of the Lenders party thereto; MERRILL LYNCH &
CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as arranger and
syndication agent (in such capacities, together with its successors in such
capacities, the "Arranger"); and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
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formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as administrative
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
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                             W I T N E S S E T H :
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          WHEREAS, pursuant to Section 12.04 of the Credit Agreement, the
Obligors and each of the undersigned Lenders hereby agree to amend or waive
certain provisions of the Credit Agreement as set forth herein;

          NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

          SECTION ONE - Amendments.
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          (a)  Section 9.09(g) is amended by replacing it with the following:
"advances, loans or extensions of credit by Borrower or any Subsidiary to
employees of Borrower or any Subsidiary; provided, however, that the aggregate
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amount of all such loans, advances and extensions of credit shall not at any
time exceed in the aggregate $5.0 million (without giving effect to any write-
down or write-off thereof)".

          SECTION TWO - Conditions to Effectiveness.  This Amendment shall
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become effective as of the date first above written when, and only when, the
Administrative Agent shall have received counterparts of this Amendment executed
by each Obligor and the Majority Lenders or, as to any of the Lenders,
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advice satisfactory to the Administrative Agent that such Lender has executed
this Amendment.

          SECTION THREE  - Representations, Warranties and Covenants.  In order
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to induce the Lenders and the Agents to enter into this Amendment, each Obligor
represents and warrants to each of the Lenders and the Agents that after giving
effect to this Amendment, (i) no Default or Event of Default has occurred and is
continuing; and (ii) all of the representations and warranties in the Credit
Agreement, after giving effect to this Amendment, are true and complete in all
material respects on and as of the date hereof as if made on the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date).

          SECTION FOUR - Reference to and Effect on the Credit Agreement and the
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Notes.  On and after the effectiveness of this Amendment, each reference in the
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Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Basic Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Amendment.  The
Credit Agreement, the Notes and each of the other Basic Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.  Without
limiting the generality of the foregoing, the Security Documents and all of the
Collateral described therein do and shall continue to secure the payment of all
Obligations of the Obligors under the Basic Documents, in each case as amended
by this Amendment or limited as described in Section Two hereof.  The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender
or any Agent under any of the Basic Documents, nor constitute a waiver of any
provision of any of the Basic Documents.  Each Guarantor ratifies and confirms
its Guarantee as in full force and effect after giving effect to the waivers
herein set forth and to any prior amendment or waiver to the Credit Agreement.

          SECTION FIVE - Costs, Expenses and Taxes.  Borrower agrees to pay all
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reasonable costs and expenses of the Agents in connection with the preparation,
execution and delivery of this Amendment and the other instruments and documents
to be delivered hereunder, if any (including, without limitation, the reasonable
fees and expenses of Cahill Gordon & Reindel) in ac-
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cordance with the terms of Section 12.03 of the Credit Agreement.  In addition,
Borrower shall pay or reimburse any and all stamp and other taxes payable or
determined to be payable in connection with the execution and delivery of this
Amendment and the other instruments and documents to be delivered hereunder, if
any, and agrees to save each Agent and each Lender harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes.

          SECTION SIX - Execution in Counterparts.  This Amendment may be
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executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

          SECTION SEVEN - Governing Law.  This Amendment shall be governed by,
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and construed in accordance with, the law of the State of New York, without
regard to the principles of conflicts of laws thereof.

                           [Signature pages follow]