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                                                                Exhibit 10(ff)

                 AMENDED AND RESTATED EMPLOYMENT AGREEMENT


    This Agreement, effective October 1, 1997 amends and restates an 
agreement made effective as of the first day of February 8, 1995, by and 
between Starmet Corporation (formerly NUCLEAR METALS, INC.), a Massachusetts 
corporation with its principal office in Concord, Massachusetts (the 
"Corporation"), and Robert E. Quinn (the "Employee") of Marlborough, 
Massachusetts.

    WHEREAS, the Corporation is engaged in the business of developing and 
marketing metallurgical and other products; and

    WHEREAS, the Employee is employed by the Corporation as its President; and

    WHEREAS, the Employee serves as a Director of the Corporation; and

    WHEREAS, the parties hereto wish to describe the terms under which the 
employment relationship presently existing between Corporation and Employee 
will continue in the future;

    NOW, THEREFORE, in consideration of the foregoing promises and the mutual 
agreements herein contained, the parties hereto agree as follows:

    1.   Employment

    The parties agree to continued employment of the Employee by the 
Corporation during the Term of this Agreement and according to the terms and 
conditions hereof.

    2.   Service by the Employee

    Except as specifically provided herein, the Employee shall continue to 
devote his best efforts and his entire working time during the usual business 
hours of the Corporation, and at such other times as is necessary and 
appropriate to advancing the best interests of the Corporation.  Without 
limiting the generality of the foregoing, such activities shall include 

                                           
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serving as President and a Director of the Corporation.

    3.   Compensation

         3.1  Initial Compensation

         The Employee's minimum annual compensation shall be at the annual rate
    of $200,000 for the Term of this Agreement.

         3.2  Payments

         Such compensation shall be paid to the Employee on a weekly, bi-weekly
    or monthly basis, consistent with the Corporation's normal practice in
    paying compensation to its other executive employees.

         3.3  Increase by the Board of Directors

         The Board of Directors may, from time to time during the Term of this
    Agreement, review compensation and such compensation may be increased (but
    not decreased) from time to time on a basis consistent with the performance
    of Employee and of the Corporation and the salary levels prevailing
    generally for positions of comparable responsibility.

         3.4  Bonuses

         In addition to the foregoing initial compensation, the Corporation may
    pay the Employee a bonus in any year in such amount as may be determined by
    the Board of Directors of the Corporation.

    4.   Employee Benefits

    In addition to the other employee benefits which may be made available to
the Employee from time to time, the Corporation shall provide the following to
the Employee:

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         4.1  Benefit Plans

         The Corporation shall include the Employee in all of its benefit
     plans, including pension benefits and major medical, life, accident and 
     health insurance, while he remains an active employee of the Corporation
     during the Term of this Agreement, on the same basis as the coverage 
     provided to other executive employees of the Corporation.

         4.2  Vacations

         The Employee shall be entitled to six (6) weeks of paid vacation each
    fiscal year, earned at the rate of one week for each two months of
    employment hereunder, which vacation shall be taken at such time or times
    as may be agreed upon between the Employee and the Corporation from time to
    time.  The Corporation shall carry forward to succeeding fiscal years any
    accrued vacation unused during the preceding fiscal year.

         4.3  Automobile Allowance

         The Corporation shall provide the Employee with an automobile for his
    use, including use on corporate business.  Any such automobile shall be
    owned and fully maintained by the Corporation, which maintenance shall
    include the cost of gas, oil and automobile insurance.  The Employee shall
    report estimated personal use as required by tax regulations in effect from
    time to time.  In lieu of providing the Employee with an automobile, the
    Corporation may, instead, provide the Employee with an automobile allowance
    in an amount approximately equal to the cost to the Corporation of
    providing an automobile to him.

         4.4  No Reduction of Benefits

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         The Corporation shall not eliminate or reduce benefits in effect on
    the date hereof.

    5.   Termination

         5.1  Termination Payments

         The Board of Directors of the Corporation acting on behalf of the
    Corporation and after notice and an opportunity to be heard, may terminate
    the Employee's employment hereunder if a majority of the whole number of
    Directors then in office determine, in good faith, that:

         (a)   the Employee has willfully refused to perform substantially
    all of the services required of him hereunder; or

         (b)   the Employee has been convicted of a crime of moral turpitude.
    In such event, or in the event of voluntary termination by the Employee
    without "good reason," as herein defined, the Employee's right to all
    future payments set forth in subsection 3.1 hereof shall cease.

         5.2  Death

         In the event of the death of the Employee, payments set forth in
    subsection 3.1 shall be made to the executor or administrator or other
    personal representative of the decedent and shall be continued until the
    earliest of one year from the date of death of the Employee or the end of
    the Term of this Agreement.

         5.3  Other Terminations

         In the event of termination by the Corporation other than pursuant to
    subsection 5.1 or of termination by the Employee for good reason, the
    amounts payable pursuant to said subsection 3.1 for the balance of the Term
    of this Agreement shall be due and 

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payable upon termination.

         In the event of termination by Employee without good reason, in
    recognition of past services and contributions, the amounts payable
    pursuant to said subsection 3.1 shall be continued for a period of one 
    year from the date of such termination.

         5.4  Definition

         "Good reason", within the meaning of this Agreement, consists of  (a)
    circumstances which, in the reasonable judgment of Employee, constitute a
    material reduction in the Employee's job title, perquisites, duties,
    authority, amenities, benefits or responsibilities; or (b) require the
    Employee regularly to perform services at a location more than twenty-five
    (25) miles distant from the present location of Corporation in Concord,
    Massachusetts, without his consent.

    6.   Payments After Disability

    The Corporation shall pay to the Employee, or to his legal 
representative, the amounts payable pursuant to subsection 3.1 during any 
period of partial or total disability hereunder until the first to occur of 
(a) one year after the date of the Employee's death, or (b) the end of the 
term of this Agreement.  In the event of partial disability, Employee shall 
exert reasonable effort to perform such services thereunder as his disability 
will permit.  The payments made for such disability hereunder shall be 
reduced by the amount of any wage continuation insurance payments payable to 
the Employee or his representative during such period on the basis of any 
disability insurance coverage paid for by the Corporation.  During a period 
of disability the Board of Directors, by written notice given not later than 
February 28 of any year, may terminate this Agreement as of February 28 of 
the third successive year.

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    7.   Non-competition

    During the Term of this Agreement and for a period of two (2) years after 
its expiration, or after the termination of Employee's employment with the 
Corporation, whichever occurs later, the Employee shall not compete directly 
or indirectly with the Corporation within the continental United States.

    8.   Term of Agreement

    This Agreement shall continue in force for a term ending February 28, 
2002, unless terminated by either party in accordance herewith.  On February 
28th of each year after 1998, the term hereof automatically shall be extended 
for an additional one-year period,  unless either party gives written notice 
to the other prior to such date of its or his intention not to extend the 
term of this Agreement.  Reference herein to the Term of this Agreement shall 
include the initial period and any period thereafter for which this Agreement 
continues in effect pursuant to the provisions of this Article 8.

    9.   Miscellaneous

         9.1  Binding Nature of Agreement

         This Agreement shall be binding upon the parties hereto, and their
    heirs, legal representatives, successors and assigns.  The Corporation
    shall require any successor to a majority of its business activities to
    assume the obligations of the Corporation herein, however, the Corporation
    shall continue to be liable to Employee for all payments due pursuant to
    this Agreement.

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         9.2  No Assignment

         The parties agree that the nature of the Employee's services are
    personal, and that the Employee may not assign any of his rights and duties
    hereunder.

         9.3  Notices

         All notices required under this Agreement shall be sufficient if made
    by certified or registered mail, return receipt requested, delivered to the
    then residence of the Employee and to the Corporation at its then principal
    office.

         9.4  Amendments and Waivers

         This Agreement represents the exclusive statement of the entire
    agreement between the parties concerning the subject matter hereof and
    supersedes all prior written agreements, but not including any stock
    purchase or stock option agreement between Corporation and Employee.  This
    Agreement may not be amended, modified or revoked in whole or in part
    except by written agreement of the parties hereto.  Any waiver of any
    provision of this Agreement, to be enforceable by the non-waiving party,
    must be in writing and signed by the party to be charged therewith; and a
    waiver of any such occasion shall not be construed as a bar to or waiver of
    any such right or remedy on any future occasion, unless the waiver
    specifically provides otherwise.

         9.5  Disputes

         Any controversy or claim arising out of or relating to this Agreement,
    or the breach thereof, shall be settled by arbitration in the City of
    Boston in accordance with the rules then in effect of the American
    Arbitration Association, and judgment upon the award rendered by the
    arbitrator may be entered in any court having jurisdiction thereof.

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         In the event that Employee resorts to a suit for specific performance
    or any other form of litigation or court action to implement the provisions
    of this section or to enforce any award or order, substantive or
    procedural, rendered by the arbitrator or relating to arbitration pursuant
    to the provisions of this section, the Company shall pay the Employee's
    entire cost thereof, including legal fees, whether such litigation is
    settled or results in a determination by the court, and regardless of the
    nature of that determination, unless there is a determination by the court
    that the litigation or other court action brought by Employee was
    frivolous.

         9.6  Counterparts

         This Agreement may be executed in several counterparts, and all so
    executed shall constitute one agreement, binding upon each party,
    notwithstanding that either party did not sign the same counterpart as the
    other party.

         9.7  Construction

         The headings and subheadings of this Agreement have been inserted for
    convenience only and are to be ignored in any construction of the
    provisions hereof.  The use of the singular shall be deemed to include the
    plural and vice versa, and the use of the masculine and neuter gender shall
    be deemed to include the feminine, masculine and neuter gender unless the
    context otherwise requires.  No conclusion may be drawn from any difference
    between this Agreement as finally signed and any prior agreement or draft
    of all or any part of any prior agreement.

         9.8  Law Governing

         This Agreement shall be governed by and construed in accordance with
    the laws 

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    of the Commonwealth of Massachusetts.

         IN WITNESS WHEREOF, the Employee has signed and sealed this Agreement
and the Corporation has caused this Agreement to be executed and its corporate
seal to be affixed hereto effective the day and year first written above.

                                       STARMET CORPORATION


Attest: /s/ Thomas A. Wooters          By: /s/ George J. Matthews
        ---------------------              ----------------------
                                           George J. Matthews



                                       Date: 10/1/97
                                             --------------------
 
{Corporate Seal}

Attest: /s/ Thomas A. Wooters          By: /s/ Robert E. Quinn
        ---------------------              ---------------------
                                           Robert E. Quinn

                                       Date: 10/1/97
                                             --------------------




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