SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
           Mail Stop 3561

 March 26, 2010

Via U.S. Mail

Terence R. Rogers Ryerson Holding Corporation 2621 West 15
th Place
Chicago, IL 60608

Re: Ryerson Holding Corporation
Amendment No. 1 to Registrati on Statement on Form S-1
Filed March 10, 2010
File No. 333-164484

Dear Mr. Rogers:
We have reviewed your responses to the comments in our letter dated February
18, 2010 and have the following additional comments.
General

1. We note your response to our prior comment  4 and reissue the comment.  Please
revise to remove terms like “longs tanding,” “high quality” and “well-
positioned.”

Industry Outlook, page 2

2. We note your statement that the PMI wa s 56.5 percent in February 2010 and that
it marked the seventh consecutive month that the PMI was above 50 percent.
Please balance your discussion by revisi ng to include the PMI for January 2010
and noting for investors that while readi ngs above 50 percent indicate that the
manufacturing economy is generally expa nding, discrepancies in the PMI from
month to month, may indicate a slowdown in the rate of that expansion.

3. Please also briefly expl ain what PMI measures.

Terence R. Rogers
Ryerson Holding Corporation
March 26, 2010
Page 2

4. We note your revision in response to our  prior comment no. 9.  Please further
revise your discussion to briefly quantif y the improving trend in purchase orders
the company has experienced over the past  year to the extent practicable or
advise.

5. We note your response to our prior comme nt no. 12.  Please further revise your
discussion to quantify your presence in China by indicating your market share in
China.
 Leading Market Position, page 3

6. Please clarify if you believe you are the la rgest distributor in the United States
and Canada as one market or in each market individually.
 Transformed Operating and Cost Structure, page 3

7. Refer to the last paragraph.  Please provide  us with the basis for your belief that
you have a more favorable cost struct ure compared to many of your peers.
 Experienced Management Team, page 4

8. Please expand your discussion to give exam ples of how senior management has
“successfully managed” your company thr ough past market cycles or revise to
state as a belief.
 Broad-Based Platform for Growth, page 5

9. We note your revised disclosure in res ponse to our prior comment 16.  Please
balance this language by indicating that you had net losses for the year ended
December 31, 2009.

10. Please revise to identify who is expecti ng the service industry to benefit from
improving general economic conditions.

Recent Developments, page 7

11. We note you completed the Ryerson Holding Offering on January 29, 2010,
after you had filed the regist ration statement.  Please provide us a brief analysis
as to why that offering does not need  to be integrated with this one.

Capitalization, page 29

12. We note your disclosure in footnote (4) th at the “as adjusted” amount represents
gross proceeds from the Ryerson Holding Offering.  Please revise to disclose the

Terence R. Rogers
Ryerson Holding Corporation
March 26, 2010
Page 3

significant details of the Ryerson Holding Offering, including the date the
offering was completed , the use offering proceeds and to explain why paid-in capital decreased by $214 million due to this debt issuance.
 Dilution, page 30

13. We note from the disclosure in the pa ragraph preceding the Company’s dilution
disclosures that the Company’s net tangible book value as of December 31,
2009 was approximately $126.0 million or $25.20 per share. This amount appears significantly in excess of that indicated by the Company’s December 31, 2009 balance sheet included on page F-5. Pl ease advise or revise as appropriate.

Ryerson Credit Facility, page 42

14. We note your revision in response to our  prior comment no. 28.  Please further
revise your discussion to explain briefly what conditions make an account
receivable “eligible” under the re volving credit facility agreement.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Critical Accounting Estimates
Goodwill, page 49

15. We note your section on critical acco unting policies where you expand on the
information included in your Summary of Significant Accounting Policies.
However, pursuant to FR-60, this secti on is intended to focus on the sensitivity
aspects of your critical accounting policie s, that is, the likelihood that materially
different amounts would be reported under different conditions or assumptions.
In making disclosures under FR-60, registrants need not repeat information that
is already included in the fi nancial statements or othe r sections of the filing.

For example, we note from the Company’ s statements of operations and from
the discussion provided in MD&A that revenues have declined significantly
during the fiscal year ended December 31, 2009 due primarily to volume declines resulting from economic weakness in the manufacturing sector impacting all of the Company’s product li nes. We also note that revenues also
declined due to a decline in  selling prices per ton re sulting from a significant
deterioration in market during 2009 as compared to 2008.Given these adverse economic conditions and trends and th eir impact on the Company’s recent
operating results, please tell us and e xpand your discussion in your critical
accounting policies section of  MD&A  to discuss whether any of your reporting
units were at risk of failing step one of the goodwill impairment test (i.e. fair
value was not substantially in excess of carrying value) and if so, include the
following disclosures for each reporting until th at is at risk of failing step one:

Terence R. Rogers
Ryerson Holding Corporation
March 26, 2010
Page 4

• Percentage by which fair value exceeded  carrying value as of the date of
the most recent test;

• Amount of goodwill allocated  to the reporting unit;

• Description of the methods and key assumptions used and how the key
assumptions were determined;

• Discussion of the degree of uncer tainty associated with the key
assumptions; and

• Description of potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

If you do not believe that any of your reporti ng units is at risk of failing step one
or that no reporting units ar e at risk, please specifically  state so in your revised
disclosures.

Business, page 53

16. Please clarify what you mean when you indicate you operate in “growth
markets” in China.
 Audited Financial Statements fo r the Year Ended December 31, 2009

Notes to the Financial Statements

17. We note from your response to our prio r comment 49 that Ryerson Inc. is
restricted from paying certain cash divi dends to the Company and it may only
pay dividends to the Company to the extent of 50% of future net income, once prior losses are offset.  Please revise the notes to the Company’s financial
statements to disclose this restriction.   See Rule 4-08(e) of Regulation S-X.
 Balance Sheet, page F-5

18. We note from your response to our prio r comment 53 that you believe that
because the Company issued the notes and paid the dividend to its stockholders
(rather than its subsidiary Ryerson In c.), you believe that Staff Accounting
Bulletin Topic 1:B:3 does not apply.  Pl ease note that we believe that SAB
Topic 1:B:3 is applicable in the Co mpany’s circumstances irrespective of
whether the Note Offering and the dividend payment were made by the
Company or its subsidiary Ryerson Inc. In  this regard,, we be lieve that because
the registrant, Ryerson Holdings comp leted an offering of Senior Discount
Notes that generated proceeds that were used to pay a cash dividend to its stockholders subsequent to year end, a nd because you intend to use the proceeds

Terence R. Rogers
Ryerson Holding Corporation
March 26, 2010
Page 5

of the common stock offering to repay in full these Senior Discount Notes
(Ryerson Holding Notes), SAB Topic 1: B:3 is applicable by analogy. We
believe these transactions are in substance, similar to the payment of a
distribution to the Company’s shareholde rs using the proceeds of the offering.
As such, we continue to believe that you should revise  your filing to include a
pro forma balance sheet alongside the most  recent historical balance sheet (i.e.,
December 31, 2009) to reflect this distribution accrual and the related debt obligations but not the o ffering proceeds.  Also, please present pro forma per
share data for the latest fiscal year (and any subsequent interim period which
may be presented in a future amendment)  giving effect to the number of shares
whose proceeds would be necessary to pay the dividend in addition to historical EPS. See Staff Accounting Bulletin Topi c 1.B.3.  Please note that we believe
SAB Topic 1.B.3 is applicable in the Co mpany’s circumstances irrespective of
whether the Notes offering and the dividend payment were made by the Company or
 its subsidiary Ryerson Inc.
 Note 3. Inventories, page F-13

19. We note from your response to our prio r comment 47 that your inventory is
primarily made up of finished goods, and in process inventory is approximately only 1% of total inventory at any given tim e.  Please revise your disclosure in
the notes to the financial statements to clarify that most of your inventory is
comprised of finished goods.
 Note 11. Income Taxes, page F-31

20. We note from your response to our prior comment 55 and revised disclosure in
Note 11 that due to historical twelve quarters of cumulative U.S. pre-tax losses
incurred during the second quarter of  2009, you were unable to rely on the
positive evidence of projected future income, determined it was more likely than
not that you would not realize the full valu e of a portion of your U.S. deferred
tax assets, and as a result establishe d a valuation allowance of $74.7 million.
Please tell us, and disclose in the notes to the financial statements the nature of
the changes in facts and circumstances that caused the valuation allowance to
increase from $74.7 million at the end of the second quarter of 2009 to $98.8
million at December 31, 2009.

Note 12. Goodwill, page F-34

21. We note from your disclosure in Note 12 th at you adjusted the fair value of the
assets acquired and liabilities assumed as part of the Merger totaling ($4.5)
million in 2009 and reduced goodwill.  In li ght of the fact that the Merger took
place in October 2007, please tell us the na ture of these adjustments and explain

Terence R. Rogers
Ryerson Holding Corporation
March 26, 2010
Page 6

why you believe it is appropriate to adjust goodwill during 2009, rather than
record the adjustment as current period income or expense.

Note 22. Subsequent Events, page F-40

22. We note from your response to our prio r comment 59 that you will revise a
subsequent amendment to include disclosure that in connection with this offering, Platinum Advisors and JT Ryerson intend to terminate the Services Agreement, pursuant to which JT Ryerson will pay Platinum Advisors a termination fee.  Please revise to di sclose the nature and amount of this
termination fee as a subsequent event in  MD&A and the notes to the financial
statements.
 Exhibit 23.1 Consent of Ernst & Young

23. Please include a currently dated consent of  the independent registered certified
public accounting firm in any future amendments to the Form S-1 registration statement.
 Other

24. In the event of a delay in the effec tiveness of the Form S-1 registration
statement, please update the financial st atements and related disclosures as
required by Rule 3-12 of Regulation S-X.

* * * * *
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Terence R. Rogers
Ryerson Holding Corporation March 26, 2010
Page 7

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Claire Erlanger at (202) 551-3301 or Linda Crvkel (202) 551-
3813 if you have questions regarding comments on the financial statements and related
matters. Please contact Tarik Gause at (202) 551-3528 or me  at (202) 551-3210 with any
questions.
Sincerely,

Susan Block Attorney-Advisor

cc:  Mr.Christopher Greer, Esq.
  Willkie Farr & Gallagher LLP
(212) 728-9214 ( facsimile )