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                                    EHXIBIT 10.62
                              EARLE M. JORGENSEN COMPANY
                        MANAGEMENT INCENTIVE COMPENSATION PLAN


1.   HISTORY, PURPOSE AND EFFECTIVE DATE.  Earle M. Jorgensen Company, a
     Delaware corporation (the "Company"), has established this Management
     Incentive Compensation Plan (the "Plan") to aid the Company in attracting
     and retaining senior executives and other key management employees of
     outstanding ability, motivating superior effort and performance levels by
     plan Participants, providing the Company with an effective tool for
     directing and focusing senior executives on longer-term challenges,
     reinforcing a desired management culture of teamwork and cooperation, and
     rewarding achievement of increases in shareholder value superior to those
     of United States industry.  The effective date of the Plan is April 1,
     1997.

2.   ADMINISTRATION.  The Plan shall be administered and interpreted by the
     Executive Committee of the Company's Board of Directors (the "Committee"). 
     Any interpretation of the Plan and any decision on any matter within the
     Committee's discretion made by it in good faith shall be binding on all
     persons.

3.   PARTICIPATION AND AWARD PERCENTAGES.  The Committee shall establish the
     categories of the senior executives and key management employees of the
     Company who shall be Participants in the Plan and shall establish operating
     profit, cash flow and other targets and award percentages for all
     Participants.

4.   ELIGIBILITY.  Senior executives and key management employees in the
     categories designated by the Committee shall be eligible for incentive
     compensation awards, provided, further, that to be eligible for incentive
     compensation hereunder a Participant (i) shall have been employed by the
     Company for at least six months prior to the end of the fiscal year, (ii)
     shall be employed by the Company at the end of the fiscal year and (iii)
     shall be in good standing (I.E., must not have been the subject of an
     unsatisfactory performance review in the past twelve months).

5.   ESTABLISHMENT OF TARGETS.  Corporate operating profit and cash flow
     (revolver) performance targets shall be determined each year by the Board
     of Directors at the beginning of the fiscal year.  Regional operating
     profit performance targets will be determined by the Company's Chief
     Executive Officer at the beginning of the fiscal year.  District operating
     profit and cash flow performance targets and program/product manager
     performance targets shall be recommended by the responsible Regional Vice
     President and determined by the Company's Chief Executive Officer at the
     beginning of each fiscal year.

6.   AWARDS.  Incentive compensation will be paid by applying the applicable
     award percentage to the Participant's base pay as of the end of the fiscal
     year.  Incentive compensation on the corporate portion of the program will 
     not be paid unless the Company achieves 80% or more of the board approved
     corporate operating profit and revolver targets and maximum incentive
     compensation will be achieved at 150% of the established target. 
     Regardless of corporate results, if a district achieves 80% or more of its
     respective operating profit and cash flow targets or a program/product
     manager achieves 80% or more of the program/product manager targets, the
     Participants from the District or the program/product manager will receive
     the applicable district portion of their incentive compensation.  Award
     percentages will be determined on a sliding scale based on the percentage
     to the targets achieved. 

7.   DISCRETIONARY POOL.  The Chief Executive Officer shall have a discretionary
     pool available to recognize exemplary performance above the targets or
     otherwise outside the parameters established for the Plan.


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8.   CALCULATION OF AWARDS; ADJUSTMENTS.  Awards will be calculated annually
     after publication of the audited financial accounts.  Corporate results
     will be based on operating profit excluding UFO restructuring changes and
     unusual items related to restructuring or reengineering or fixed asset
     sales.  In the event of any corporate change which would materially and
     unjustly affect the attainment of the target percentages for any fiscal
     year, the Committee shall make such equitable adjustments under the Plan as
     it determines are consistent with the purpose of the Plan, and will fairly
     preserve the benefits of the Plan to the Participant and the Company. 
     Corporate changes for purposes of the preceding sentence shall include, but
     are not limited to, changes in the Company accounting policies,
     restructuring or reengineering, acquisitions and divestitures.

9.   PAYMENT OF AWARDS.  A Participant's Award for any Performance Cycle shall
     be payable as soon as practicable after the end of the fiscal year but in
     no event later than 30 days after publication of the annual audited
     financial statements.

10.  WITHHOLDING.  Any payment under the Plan is subject to withholding for
     payment of all applicable taxes.  In the discretion of the Committee, the
     Company shall retain that portion of any Award which is equal to the amount
     required for withholding of income taxes.

11.  NONTRANSFERABILITY.  The interests of Participants under the Plan are not
     subject to the claims of their creditors and may not be voluntarily or
     involuntarily assigned, alienated or encumbered.

12.  APPLICABLE LAW.  The Plan shall be construed and administered in accordance
     with the internal laws of the State of California.

13.  SUCCESSORS.  The Plan shall be binding upon any assignee or successor in
     interest to the Company whether by merger, consolidation or the sale of all
     or substantially all of the Company's assets.

14.  AMENDMENT AND TERMINATION.  The Plan may be altered, modified, amended,
     reduced, eliminated or terminated at any time and without notice by
     resolution of the Company's Board of Directors or its Executive Committee.



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