SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              Amendment No. 1 to
                                 FORM 10-Q

                               on Form 10-Q/A

                                 (Mark One)

           [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended April 30, 1997

                                     OR

           [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from __________ to ___________.

                      Commission File Number 1-5725


                            QUANEX CORPORATION
                            ------------------
           (Exact name of registrant as specified in its charter)





            DELAWARE                                            38-1872178
 ------------------------------                             ------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

              1900 West Loop South, Suite 1500, Houston, Texas 77027
              ------------------------------------------------------
               (Address of principal executive offices and zip code)



       Registrant's telephone number, including area code:  (713) 961-4600




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                Class                         Outstanding at April 30, 1997
- ---------------------------------------      -------------------------------
Common Stock, par value $0.50 per share                 13,728,987




                                EXPLANATORY NOTE

This Amendment to the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1997, amends the signature page to such report to correct the 
date of the signature page.




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                               QUANEX CORPORATION


                               /s/ Viren M. Parikh
                               -------------------
                               Viren M. Parikh
                               Controller (Chief Accounting Officer)


Date  June 11, 1997
- -------------------
















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