SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
           Mail Stop 3561

 April 14, 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. 2 to Registrati on Statement on Form S-1
Filed April 1, 2010
File No. 333-164484
  Dear Mr. Rogers:
We have reviewed your responses to the comments in our letter dated March 26,
2010 and have the following additional comments.  Our Competitive Strengths, page 3

Leading Market Position, page 3

1. We note your response to our prior comment  6 and your revised disclosure in the
second sentence under this heading.  Please al so clarify in the first sentence under
this heading whether you were the second largest metals serv ice center in the
United States and Canada also as one market, or separately.

2. We note your response to our prior comme nt 5.  You indicate China operations
represented more than 7% of your volume.   Please clarify what volume refers to.

Total Debt, page 43
Ryerson Credit Facility, page 43

3. We note your response to our prior comme nt 14.  Please clarify whether total
credit availability is curr ently limited below the total amount available due to the
amount of the eligible acc ount receivables and inventor y pledged as collateral
under the agreement.

Terence R. Rogers
Ryerson Holding Corporation April 14, 2010
Page 2

Ryerson Notes, page 44

4. We note your disclosure that subject to certain exceptions, Ryerson Inc. may only
pay dividends to Ryerson Holding to the ex tent of 50% of future net income, once
prior losses are offset.  Please add risk fact or disclosure regard ing this or advise.
 Executive Compensation, page 80

5. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the process you undertook to reach that conclusion.

Underwriting, page 102
Directed Share Program, page 105

6. Please tell us what you mean by “oth er parties associated with us.”

Balance Sheet, page F-5

7. We note from your response to our prior comment 18 that you have revised to
include a proforma balan ce sheet alongside the most recent historical balance
sheet to include the long term liability related to the issuance of the Ryerson
Holding Notes and the reduction in APIC due to the payment of the shareholder
distribution.  However, we do not believe that you responded completely or
provided all required revisions  to the financial statements in response to our
previous comment.  As previously reque sted, please revise the statements of
operations to present pro forma per shar e data for the latest year (and any
subsequent interim period which may be pr esented in a future amendment) giving
effect to the number of shares whose proceeds would be necessary to pay the
dividend in addition to hist orical EPS. See Staff Acc ounting Bulletin Topic 1.B.3.

Note 22. Subsequent Events, page F-40

8. We note from your response to our prio r comment 22 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 Pl atinum Advisors a termination fee.
Please revise to disclose the nature a nd amount of this termination fee as a
subsequent event in MD&A and the not es to the financial statements.
 Exhibits

9. Please file the new stock incentive plan  prior to effectiveness or advise.

Terence R. Rogers
Ryerson Holding Corporation April 14, 2010
Page 3

10. Similarly, please file the investor rights agreement that you expect to enter into
with Platinum or advise.

Exhibit 23.1 Consent of Ernst & Young

11. 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

12. In the event of a delay in the effectivene ss of the Form S-1 registration statement,
please update the financial statements 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 amendment 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:   ‚ 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.

Terence R. Rogers
Ryerson Holding Corporation April 14, 2010
Page 4

 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 )