Form 8-K Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

July 22, 2004
(Date of earliest event reported)


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


Delaware
 
1-5725
 
38-1872178
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
1900 West Loop South, Suite 1500, Houston, Texas
 
77027
 
  (Address of principal executive offices)   (Zip Code)  

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


Item 7. Financial Statements and Exhibits.

(c) Exhibits
99.1 Press Release of Quanex Corporation dated July 22, 2004, providing earnings guidance for the third quarter of fiscal year 2004.

Item 9. Regulation FD Disclosure.

This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On July 22, 2004, Quanex Corporation issued a press release (the "Press Release") providing earnings guidance for the third quarter of fiscal year 2004. The foregoing is qualified by reference to the Press Release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



  Exhibit Index
  99.1 Press release dated July 22, 2004







SIGNATURE

    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 hereunto duly authorized.

    QUANEX CORPORATION
(Registrant)

July 22, 2004
(Date)
  /s/   TERRY M. MURPHY
Terry M. Murphy
Vice President - Finance & Chief Financial Officer
(Principal Financial Officer)