QUANEX CORP
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                                                                    EXHIBIT 10.4

                               FIRST AMENDMENT TO
                          THE PIPER IMPACT 401(K) PLAN


      THIS AGREEMENT by Piper Impact, Inc., a Delaware corporation, (the
"Sponsor"),

                                  WITNESSETH:

      WHEREAS, on July 13, 1998, the Sponsor executed the amendment and
restatement of the plan agreement known as the "Piper Impact 401(k) Plan" (the
"Plan"); and

      WHEREAS, the Sponsor retained the right in Section 10.01 of the Plan to
amend the Plan from time to time; and

      WHEREAS, the directors of the Sponsor have approved resolutions to amend
the Plan;

      NOW, THEREFORE, the Sponsor agrees as follows:

      (1) Effective January 1, 1999, Section 4.03 of the Plan is amended in its
entirety to provide as follows:

                  4.03 SUPPLEMENTAL CONTRIBUTIONS. The Employer may contribute
            for any Plan Year a Supplemental Contribution for its Employees who
            are on its payroll for its Utah plant in such amount, if any, as
            shall be determined by the Employer. The Employer may contribute for
            any Plan Year a Supplemental Contribution for its Employees who are
            on its payroll for its Mississippi plant in such amount, if any, as
            shall be determined by its Employer. The amount of Supplemental
            Contribution made on behalf of Employees on the Employer's payroll
            for its Utah and Mississippi plants need not be uniform.

      (2) Effective January 1, 1999, Section 5.04 of the Plan is amended in its
entirety to provide as follows:

                  5.04 ALLOCATION OF SUPPLEMENTAL CONTRIBUTION. The Committee
            shall allocate the Supplemental Contribution for its Employees who
            are on its payroll for its Utah plant among the Employer's Members
            who are on its payroll for its Utah plant in the proportion that the
            Considered Compensation of each such Member bears to the total
            Considered Compensation of all such Members for the Plan Year. The
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            Committee shall allocate the Supplemental Contribution for its
            Employees who are on its payroll for its Mississippi plant among the
            Employer's Members who are on its payroll for its Mississippi plant
            in the proportion that the Considered Compensation of each such
            Member bears to the total Considered Compensation of all such
            Members for the Plan Year.

      IN WITNESS WHEREOF, the Sponsor has caused this Agreement to be executed
this 7th day of December, 1998.

                                    PIPER IMPACT, INC.


                                    By     VERNON E. OECHSLE

                                    Title: PRESIDENT AND CEO
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