SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
           Mail Stop 3561

 April 23, 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. 5 to Registrati on Statement on Form S-1
Filed April 22, 2010
File No. 333-164484
  Dear Mr. Rogers:
We have reviewed your responses to the comments in our letter dated April 14,
2010 and have the following additional comments.  Recent Developments, page 7

First Quarter Results

1. We note in the discussion of the Compa ny’s preliminary first quarter results, the
Company discusses the non-GAAP measur es expected Adjusted EBITDA and
Adjusted EBITDA, excluding Lifo Expens e for the first quarter of 2010. Please
revise to also discuss th e Company’s expected net in come for this period. Also,
please provide a reconciliation of th ese non-GAAP measures to the most
comparable GAAP measure, net income. Re fer to the guidance outlined in Item
10(e) of Regulation S-K.
 The covenants in Ryerson’s Credit Facility, page 18

2. We note your response to our prior comment  3 and added disclosure.  Please add
risk factor disclosure here, or in another appropriate risk factor, that total credit
availability under the Ryerson Credit Fa cility is currently limited based upon
eligible accounts receivable and inventory pledged as collateral and disclosure the amount to which it is currently limited.

Terence R. Rogers
Ryerson Holding Corporation April 23, 2010
Page 2

3. We note your response to our prior comment  4 and your added disclosure.  Please
briefly clarify how “future net income” is  determined in regards to Ryerson’s
ability to pay dividends to you.

Use of Proceeds, page 29

4. Please refer to the first sentence in th e second paragraph.  Please delete the
reference to net proceeds from the over-a llotment option, as you now indicate that
the underwriters may purchase the over-allotment from selling shareholders.

5. We note your added disclosure in the second paragraph regarding the use of
proceeds.  Please revise to clarify the or der of priority of the use of proceeds.
 Capitalization, page 30

6. Please revise the capitalization disclosures to indicate the numbe r of shares that
will be issued and outstanding on th e “as further adjusted” basis.
 Principal and Selling Stockholders, page 89

7. Please include a separate column showing th e number of shares to be sold in the
offering by each selling shareholder.
 Underwriting, page 105

8. Please revise to state that the selling sh areholders “may be deemed” underwriters.
 Report of Independent Registered Public Accounting Firm, page F-2

9. Please revise to eliminate the restrictive legends that are included on the report
and consent of the independent register ed public accounting firm prior to the
planned effectiveness of the Company’s Form S-1 registration statement.  Also,
please revise the report and consent of  the independent registered public
accounting firm to indicate the effectiv e dates for Notes 22(E) and (F) of the
Company’s financial statements.

Exhibit 23.1 Consent of Ernst & Young

10. 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.

Terence R. Rogers
Ryerson Holding Corporation April 23, 2010
Page 3

Other

11. 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 request s 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.
  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

Terence R. Rogers
Ryerson Holding Corporation April 23, 2010
Page 4

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

Susan Block Attorney-Advisor
  cc:  Christopher Greer, Esq.  Jeff Fang, Esq.   Willkie Farr & Gallagher LLP
(212) 728-9214 ( facsimile )