EXHIBIT 3.3

                              IMCO RECYCLING INC.
                              BOARD OF DIRECTORS

           Resolutions Relating to Amendment of the Company's Bylaws


          1.  Article VI, Section 5 of the Bylaws is hereby deleted in its
entirety, and substituted in lieu thereof is the following:

          "Section 5. Advancement of Expenses. Expenses incurred by a director
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          or officer of the Corporation in defending a civil, criminal,
          administrative or investigative action, suit or proceeding, whether by
          or in the right of the Corporation or otherwise, shall be paid by the
          Corporation in advance of the final disposition of such action, suit
          or proceeding. However, such payment shall be conditioned upon the
          receipt by the Corporation of an undertaking by or on behalf of such
          director or officer to repay such amount if it shall ultimately be
          determined that he is not entitled to be indemnified by the
          Corporation as authorized in this Article VI or under applicable
          Delaware law. Such expenses incurred by other employees and agents may
          be so advanced and paid upon such terms and conditions, if any, as the
          Board of Directors deems appropriate under the circumstances."