Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DAVIS SUSAN F
  2. Issuer Name and Ticker or Trading Symbol
QUANEX CORP [NX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1900 WEST LOOP SOUTH, SUITE 1500
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2008
(Street)

HOUSTON, TX 77027
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/23/2008   D   25,182 D (1) 0 D  
Common Stock 04/23/2008   M   20,258.302 A (2) 20,258.302 D  
Common Stock 04/23/2008   D   20,258.302 D $ 54.22 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 17.8 04/23/2008   M     4,500   (3) 10/31/2013 Common Stock 4,500 $ 36.42 0 D  
Employee Stock Option (right to buy) $ 38.6067 04/23/2008   M     3,042   (3) 10/31/2015 Common Stock 3,042 $ 15.6133 0 D  
Employee Stock Option (right to buy) $ 15.7955 04/23/2008   M     4,500   (3) 10/31/2012 Common Stock 4,500 $ 38.4245 0 D  
Employee Stock Option (right to buy) $ 22.5333 04/23/2008   M     4,500   (3) 10/31/2014 Common Stock 4,500 $ 31.6867 0 D  
Employee Stock Option (right to buy) $ 41.19 04/23/2008   M     2,528   (3) 10/31/2017 Common Stock 2,528 $ 13.03 0 D  
Employee Stock Option (right to buy) $ 33.51 04/23/2008   M     3,388   (3) 10/31/2016 Common Stock 3,388 $ 20.71 0 D  
Restricted Stock Units (4) 04/23/2008   M     1,353   (5)   (5) Common Stock 1,353 $ 54.22 (4) 0 D  
Phantom Stock Units (2) 04/23/2008   M     20,258.302 04/23/2008 04/23/2008 Common Stock 20,258.302 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DAVIS SUSAN F
1900 WEST LOOP SOUTH
SUITE 1500
HOUSTON, TX 77027
  X      

Signatures

 /s/ John J. Mannion, Power of Attorney   04/24/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to merger agreement among issuer, Gerdau S.A. and Gerdau Delaware, Inc.
(2) Each share of phantom stock was the economic equivalent of one share of Quanex Corporation common stock. The reporting person settled her shares of phantom stock for cash.
(3) All employee stock options were cancelled on 4/23/2008 pursuant to the merger agreement among issuer, Gerdau S.A. and Gerdau Delaware, Inc. in exchange for an amount equal to the merger consideration ($39.20) plus the value of a share of Quanex Building Products Corporation common stock at the close of business on the transaction date ($15.02) less the exercise price.
(4) Each restricted stock unit was paid in cash in an amount equal to the economic value of one share of the issuer's common stock.
(5) All restricted stock units vested upon issuance and became payable upon the merger of the issuer and Gerdau Delaware, Inc.

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