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                                                             EXHIBIT 10.3(d)

                        MAGNESIUM CORPORATION OF AMERICA
                               238 NORTH 2200 WEST
                           SALT LAKE CITY, UTAH 84116


                                  June 11, 1996


Mr. Todd R. Ogaard
c/o Magnesium Corporation of America
238 North 2200 West
Salt Lake City, Utah  84116

Dear Sir:

                  Reference is made to your net worth appreciation 
participation agreement with this Corporation (the "Agreement").

                  This will confirm our agreement with you as follows:

                  1. As you know, our parent company, Renco Metals, Inc. 
         ("Renco Metals") is contemplating a refinancing under which it 
         will issue $150,000,000 of Senior Notes due 2003 ("New Notes") and 
         retire its presently outstanding $75,000,000 of Senior Notes due 
         2000 (the "Existing Notes"). On the issuance of the New Notes this 
         company will pay a dividend to Renco Metals. Concurrently with the 
         payment of such dividend this company will make a payment to you on 
         account of the dividend and the Agreement and you will accept same 
         in full settlement of all of your rights arising from the payment 
         of the dividend. In consideration of such payment and your 
         agreement to the amendments to the Agreement as outlined in 
         paragraph 2 below, the Company agrees that although after paying 
         the above mentioned payment "Cumulative Net Income" under the 
         Agreement would be approximately negative $50,000,000, 
         nevertheless, your Cumulative Net Income will be deemed to be zero 
         as of July 31, 1996. Your Cumulative Net Income participation shall 
         be calculated on the company's Cumulative Net Income accruing after 
         that date.
         
                  2. Notwithstanding anything in the Agreement in 
         the contrary, you agree, effective upon your receipt of the payment 
         referred to in paragraph 1 of this letter, as follows:
         
                          (a) Should you voluntarily leave the employ of 
                  this company before the earlier of the 15th anniversary 
                  of this agreement or your attainment of age 62, then the 
                  payment of the Payment (as defined in the "Agreement") to 
                  you shall not commence until such anniversary or your 
                  attaining age 62.

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                               Notwithstanding the foregoing, payments shall
         commence immediately upon your death or upon your continuing 
         disability making it impossible for you to continue to perform your
         normal business duties.

                           (b) You agree that, so long as you are entitled 
         to any part of the Payment, you will not, directly or indirectly, 
         whether as employee, consultant, proprietor, partner, stockholder 
         or other capacity, engage in any aspect of the magnesium business 
         (production, marketing, sales, use) in any part of the world. In 
         this respect, you and we acknowledge that the primary magnesium 
         industry is a worldwide industry, that the participants therein 
         compete against each other in all parts of the world, and that 
         therefore this restriction is reasonable.

                               Should you engage in any activity proscribed 
         by the preceding paragraph then the company's obligation to you to 
         make the Payment (or any unpaid part thereof) shall automatically 
         and permanently cease, and you shall be deemed to have irrevocably 
         released you right to same.

                           (c) Should you voluntarily leave the company, you 
         shall give 30 days advance written notice, and the amount of your 
         Payment will be calculated as to the close of the fiscal quarter in 
         which such 30 day notice period ends.

                  3. The parties hereby reaffirm the Agreement as amended 
         hereby.

                  Please confirm your agreement to the foregoing by 
signing and returning the enclosed copy.

                                            Very truly yours, 

                                            MAGNESIUM CORPORATION 
                                              OF AMERICA

                                            By /s/ Michael H. Legge
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CONFIRMED AND AGREED TO:


   /s/ Todd R. Ogaard
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     Todd R. Ogaard