SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

February 18, 2010
 Terence R. Rogers Ryerson Holding Corporation 2621 West 15
th Place
Chicago, IL 60608
Re: Ryerson Holding Corporation
Registration Statement on Form S-1  Filed January 22, 2010
   File No. 333-164484

Dear Mr. Rogers:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that throughout the first part of the document you refer to net sales, net
income and Adjusted EBITDA amounts fo r the “twelve months ended September
30, 2009.”  In light of the fact that the audited and unaudited financial statements
included in this Form S-1 are for th e year end December 31, 2008 and the nine
months ended September 30, 2009, resp ectively, we do not believe it is
appropriate to provide sales, net income , or any other financial measures for a
period that is not consistent with your financial statements.  Please revise to
eliminate these amounts or alternatively replace them with fiscal 2008 or year-to-

Mr. Terence R. Rogers
Ryerson Holding Corporation
February 18, 2010 Page 2

date fiscal 2009 amounts.  Alternatively, pl ease tell us and revise the filing to
explain why you believe your current presentation is meaningful to potential
investors.

Back Cover Page
2. Please move the dealer prospectus delivery requirements to the back cover page.

Prospectus Summary, page 1
 General

3. Your summary appears to duplicate disc losure provided in your “Business”
section.  Please revise your summary to provide a brief overview of the key aspects of your offering and to present a more balanced picture of your business
and industry.  Refer to Item 503 of Regulation S-K.
4. As a follow up to the above comment,  please limit your use of marketing
language throughout your filing.  Exampl es include but are not limited to
“strategically located,” “uniquely positioned,” “coordinated and consistent methodologies,” and “strategically aligned.
5. You refer to a number of estimates and st atistics given by various government and
non-governmental agencies, such as the U.S. Congressional Budget Office, the
MSCI, and Purchasing Magazine .  Please disclose the names of any reports that
form the basis of these estimates and stat istics. If these sources are not generally
publicly available at a nominal cost, file a consent from the preparer as an exhibit
to the registration statement.

Our Company, page 1

6. Please revise your introductory paragraph to include the net sales and net income
(or net loss)  for your most recent audited peri od, as well as your interim stub.
Please similarly revise in the first paragr aph of your Business  Section at page 53.
7. Please disclose the basis for your statemen t that the changes Platinum has made
since its acquisition have resulted in “permanent” cost savings estimated at $180
million annually and position Ryerson for “improved profitability and future
growth.” Include a breakdown of the $180 million estimate , to the extent
practicable.  Similarly revise  your disclosure on page 4.

Mr. Terence R. Rogers
Ryerson Holding Corporation
February 18, 2010 Page 3

Industry Outlook, page 3
8. Please balance this section to add disclosu re that there can be no guarantee on the
timing of any overall improvement in the industry.  Please balance the disclosure
to also indicate that the current rece ssionary climate has affected and may
continue to affect your results.
9. Please quantify the “improving trend” that you have seen in your orders , to the
extent practicable.
10. Please provide the basis for your statement that restocking activities are “expected
to be significant and protracted.”
11. Please define “CRU” upon first use.
12. Please quantify your “significant and growing presence” in China , to the extent
practicable.  Please similarly revise throughout your filing.

Leading Market Position, page 4
13. Please substantiate to us that you are the la rgest distributor of st ainless steel in the
United States and Canada.  Also substant iate to us that you are the only major
North American service center with a significant presence in China.

Transformed Operating and Cost Struct ure since Platinum Acquisition, page 4
14. Please disclose the basis for your stat ement that you have reduced your annual
costs by approximately $280 million.  Provide a breakdown of those cost savings and specify the time period over which t hose cost savings were realized.
15. Please define “the cycle.”

Broad-Based Platform for Growth, page 5

16. Please revise the first sentence for accur acy.  Whatever your ability to “improve
profitability” is, it did not keep  you from losing money recently.

Ryerson Holding Offering, page 8
17. Please quantify the percentage and amount of the gross proceeds that Platinum
and its affiliates are expected to re ceive in the Ryerson Holding Offering.

Mr. Terence R. Rogers
Ryerson Holding Corporation
February 18, 2010 Page 4

The Sponsor, page 8
18. Define Platinum’s “M&A&O” approach.

Corporate Structure, page 9
19. Please revise to include an organizationa l chart including your  current structure
and ownership, including material subsidia ries and ownership by Platinum and its
affiliates.
20. Please disclose how your beneficial ownership will change after the offering.

Risk Factors, page 15
21. Refer to the opening paragraph.  Please dele te the third and four th sentences.  All
known material risks should be described.  If a risk is not deemed material, please
do not reference it.

Our controlling stockholder, page 23
22. Please consider expanding this risk factor to provide investors with a better sense
of what control by a few significant share holders means.  Examples might include
the cash dividend to your stockholders of the proceeds from the Ryerson Holding
Offering and the first use of proceeds from this offering to redeem in full the Ryerson Holding Notes and the ability to  declare future dividends.  Another
potential example is disclose how much Platinum paid for Ryerson and how much
it made on that transaction using the pub lic offering price of this offering.

Forward-Looking Statements, page 26

23. Please delete the reference to the Privat e Securities Litigation Reform Act of 1995
or make clear that its statutory safe har bor does not apply to you.  Refer to Section
27A(b)(2)(D), which expressly states that  the safe harbor for forward-looking
statements does not apply to statements ma de in connection with  an initial public
offering.

Capitalization, page 29
24. We note your disclosure that the capitali zation table is shown on a “further as
adjusted basis” to give effect to the sa le of shares of your common stock and the
application of the net proceeds.  Please revise to disclose the method you used in
calculating or determining th e estimated amount of net proceeds you will receive
from the sale of stock in this offering (e.g. midpoint of the range of stock prices listed on the front of the document).

Mr. Terence R. Rogers
Ryerson Holding Corporation
February 18, 2010 Page 5

25. We note that you have reflected the Services Agreement Termination in the “as
further adjusted” column of your Capitaliza tion table.  Please revise to include
footnote disclosure of the nature and terms of this Services Agreement and its
termination, or cross-referen ce to a discussion thereof.
 Selected Consolidated Financial Data, page 32

26. Please revise your table of Selected Consolidated Fi nancial Data to include
disclosure of cash dividends per common sh are.  See Item 301 to Regulation S-K.
 Management’s Discussion and Analysis

 Results of Operations, page 36

27. We note your disclosure of the results  of operations discusses the changes
between periods of net sales and gross prof it.  Please revise to discuss and analyze
net sales and cost of materials sold (rathe r than just gross profit).  Because gross
profit is impacted by both net sales and cost of materials sold, we believe a
separate discussion of cost of  sales results is appropriate.
 Total Debt, page 43

 Ryerson Credit Facility, page 43

28. Please briefly explain how the credit availability is  limited by the amount of
“eligible” accounts receivable and inventory pl edged as collateral.
29. Please add risk factor disclosu re that if availability under the facility declines to a
certain level you will be required to maintain  a fixed charge coverage ratio at the
end of each fiscal quarter.  If there is a ri sk that you are near being under this level
of availability, please also add to your risk  factor disclosure the “certain level” at
which you will required to maintain a fixed charge coverage ratio at the end of
each fiscal quarter and disclose this ratio so that investors can assess the risk.
30. Please also disclose the events of default other than a change of control or advise.
31. Please add to this section a brief disc ussion of the January 21, 2010 offering of
Senior Discount Notes due 2015.
 Business, page 53

32. We note your disclosure and charts for the twelve months ended September 30,
2009.  Please revise to include this disc losure for the twelve months ended

Mr. Terence R. Rogers
Ryerson Holding Corporation
February 18, 2010 Page 6

December 30, 2008 to coincide with your fi scal year end or advise.  Similarly
revise the Summary section.

Pursue Value-Accretiv e Acquisitions, page 58
33. Please clarify if you have any current plan s to make acquisitions.  If you have no
current plans, please make that clear.

Management, page 69
34. Please revise your “Management” and “Executive Compensation” sections to comply with the proxy disclosure enhancement rules as set forth in Securities Act Release No. 33-9089, effective Februa ry 28, 2010.  Refer to Question  4 of the
Compliance and Disclosure Interpretati ons: Proxy Disclosure Enhancements
Transition for additional guidance, available at: http://www.sec.gov/divisions/corpfin/guidance/ pdetinterp.htm#q4
.
 Executive Compensation, page 73

35. Please advise as to why you have include d compensation information as to only
three named executive officers.  Refer to Instruction 2 to  Item 402(a)(3) of
Regulation S-K.

Annual Bonus, page 74
36. We note your disclosure regarding EVA be ing used as a performance measure.
Please include quantitative disclosure regard ing the determination of targets.  To
the extent you believe that disclosure of  targets is not required because it would
result in competitive harm such that  the targets could be excluded under
Instruction 4 to Item 402(b) of Regul ation S-K, please provide a detailed
explanation for such conclusion.  Please also  note that to the ex tent that you have
an appropriate basis for omitting the specific target, you must discuss how
difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target.

Long Term Incentive Bonus, page 74

37. Please disclose whether or not there any criteria were used to determine the
amount of the granted performance units.

Mr. Terence R. Rogers
Ryerson Holding Corporation
February 18, 2010 Page 7

Grants of Plan-Based Awards, page 77
38. Please advise us why there does not appear to be a valuation associated with the
performance units granted in the chart.  Refer to Item  402(c)(2)(v) and Instruction
to Item 402(c)(2)(v) and (vi) of Regulation S-K.

Certain Relationships and Relate d Party Transactions, page 81
39. We note that on page F-43 you disclose that you purchased and sold corporate
bonds of an affiliate of Platinum Equity, LLC for a gain of $6.7 million.  Please
revise this section to disclose details of this transaction or advise.
 Description of Certain Indebtedness, page 87

 General

40. We note that in the first paragraph on pa ge 87 you state that you do not guarantee
any obligations under the Ryerson Credit Facility, yet in the last paragraph on
page 87 you state that this credit facility  “is also guaranteed by us.”  Please
reconcile or advise.
 Covenants, Representations and Other Matters, page 88

41. Please disclose in greater detail the events  of default, cross-defaults and cross-
acceleration provisions of the Ryerson Cr edit Facility so that investors can
evaluate the likelihood that th ese will occur or advise.
 Audited Financial Statements

 Notes to the Financial Statements

 Note 1. Statement of Accoun ting and Financial Policies

 Business Segments, page F-9

42. We note your disclosure that you had si x operating segments based on geographic
regions as of December 31, 2008, but under th e aggregation criter ia set forth in
ASC 280, you operate in only one reporta ble operating segment known as metal
service centers.  Please tell us how you meet the aggrega tion criteria set forth in
FASB ASC 280-10-50-11 and 12 to combine all six of these operating segments into one reportable segment.

Mr. Terence R. Rogers
Ryerson Holding Corporation
February 18, 2010 Page 8

Equity Method Investments, page F-9
43. We note your disclosure that equity income  is reported in “cost of materials sold”
in the statements of operations.  Plea se explain to us why you believe it is
appropriate to include this amount in cost  of materials sold.  While we note that
the amount is not material to gross profit, it is material to operating profit for
several of the periods presented.  Also, in  light of your use of the term “equity
income” in your disclosure, please confirm to us that any losses in your equity
method investments are included in the same line item.
Revenue Recognition, page F-9
44. We note from you disclosure on page 35 of MD&A that ne t sales includes
revenue from product sales, net of return s, allowances, customer discounts and
incentives.  Please revise your notes to th e financial statements to disclose how
you account for these allowances, discount s and incentives in accordance with
FASB ASC 605-50-45 (EITF 01-09).  If the amount of the allowances, discounts
and incentives is material, please disclose that amount in the notes to the financial
statements.

Note 2. Business Combinations, page F-13
45. We note from your disclosure in Note 2 that during the fourth quarter of 2008 you
acquired an additional 40% interest in VSC-Ryerson and your total contribution in 2008 was $18.5 million.  Please provide us with details, and revise your notes to disclose how you accounted for this transaction including detail of the fair value of the assets and liabilities reco rded at the initial consolidation, and
unaudited pro forma results of operations, to  the extent the amounts are material.
Also, include in your response the nature of the $33.3 million recorded in the statement of stockholders equity for th e consolidation of the joint venture
(increase to non-controlling interest) and the ($13.8) additional investment in the
joint venture (decrease to non- controlling interest).
46. We note that the merger of Rhombus Merger Corporation, a wholly owned
subsidiary of Ryerson Holding, with and into Ryerson, resulted in the recognition
of goodwill.  Please r