SecProbe.io

May 10, 2012
 Via E-mail

Michael C. Arnold Chief Executive Officer and President Ryerson Holding Corporation 227 W. Monroe, 27th Floor Chicago, IL 60606
Re: Ryerson Holding Corporation
Amendment No. 13 to Registration Statement on Form S-1 Filed April 13, 2012
  File No. 333-164484

Dear Mr. Arnold:
  We have reviewed your response to our co mments in our letter dated July 5, 2011 and
have the following additional comments.  Please note that the page numbers referenced below
refer to the marked copy of your filing.

General

1. Please revise to disclose the names of the lead  underwriters in your next amendment.
 Prospectus Summary, page 1

Our Company, page 1

2. Refer to the second sentence.  It is unclear to us what is  meant by your belief that your
presence in China “is the largest of any No rth American metal service center.”  Please
revise for clarity.  Similarly revise at page 4 under “Chi na” and page 59 under “China.”

3. Please revise to disclose here that, because Platinum will control more than 50% of the
voting power of the common stock after this offering, you will be considered a controlled
company for purposes of the NYSE listing requ irements.  In addition, please provide a
brief summary of the effect such status could have  on investors.

4. We note your disclosure on page 1 that you believe that you are one of the largest
processors and distributors of metals in Nort h America.  Please balance this statement by
disclosing, if true, that the metal service cente r industry is highly fragmented and that the
largest companies account for only a sma ll percentage of total market share.

Michael C. Arnold Ryerson Holding Corporation
May 10, 2012 Page 2

 5. It appears as though you may have closed one of your  facilities in China.   If this is true,
please revise to disclose here so as to bala nce your disclosure on page 1 regarding your
“established and growing presence in China.”
 Established and Growing Presence in  International Ma rkets, page 4

6. Please revise to clarify what is meant by you have “leveraged [y]our leadership.”

Diverse Customer Base, and End Markets, page 4

7. We note your disclosure that you continue to  expand your customer base and have added
over 4,000 net new customers since December 31, 2009.  Please also disclose the number of new customers you have added during the last fiscal year.
 Strong Relationships with Suppliers, page 5

8. Please revise to state the last sentence in the second to last paragraph on page 5 as a
belief.
 Transformed Decentralized Operating Model, page 6

9. Please provide the basis for you belief that you “have a favorable cost structure compared
to many of [your] peers.”
 Pursue Profitable Growth, page 6

10. Please revise to balance your disclosure to clarify that there is no guarantee that you will
be able to expand.

Our Strategy, page 6

11. Please revise to balance the disclosure regarding accelerating your  growth, given your
recent net losses.

Expand Margins, page 7

12. Please revise to clarify what you mean on pa ge 6 by “[s]ales to these businesses are
typically transactional in nature” and “large volume program buyers.”
 Recent Developments, page 8

13. We note the disclosure regarding the concur rent New Notes offeri ng and that it is not
being registered under the Securities Act of 1933.  Please provide us an analysis of the
exemption from registration you are anticipati ng relying upon.  In your  response, please

Michael C. Arnold Ryerson Holding Corporation
May 10, 2012 Page 3

 also provide your analysis as to why this re gistration statement shoul d not be considered
as being used as a general solicitation for that private offering.  Refer generally to
Compliance and Disclosure Interpreta tions, Question 139.25 under Securities Act
Sections.

14. Please revise to disclose here that you intend to enter into a regist ration rights agreement,
pursuant to which you will agree to file w ith the SEC a registration statement with
respect to an offer to exchange each of the New Notes for a new issue of debt securities
registered under the Securities Act and to c onsummate an exchange offer by a date to be
agreed upon with the initial purchaser of the New Notes.
 Risk Factors, page 17

The metal distribution business is very competitive and increased competition could, page 18

15. Given your recent net losses, please revise the risk factor subheading to remove the
reference to “net income.”

We could incur substantial costs related to e nvironmental, health and safety laws, page 23

16. Please revise to disclose here that, in Oc tober 2011, the United States Environmental
Protection Agency named you as one of the bus inesses that may be responsible for the
Portland Harbor Superfund Site or tell us why this is not necessary.
 Use of Proceeds, page 31

17. Please include disclosure here that you us ed the proceeds from the issuance of the
Ryerson Holding Notes in January 2010, in  part, to pay a cash dividend to your
stockholders.

18. Please confirm that you will discuss the order of priority of such listed use of proceeds, if
necessary.  Refer to Instruction 1 to Item 504 of Regulation S-K.

Management’s Discussion & Analysis, page 39
 Comparison of the Year Ended December 31, 2010 with the year ended December 31, 2011,
page 41
 Cost of Materials Sold, page 41

19. Please expand your discussion of cost of mate rials sold to quantify and discuss each
significant cost components that contributed to  the increase in costs of sales in 2011.  For
example, you disclose that the increase in cost of materials sold in 2011 compared to
2010 was due to the increase in tons sold resu lting from the improvement in the economy

Michael C. Arnold Ryerson Holding Corporation
May 10, 2012 Page 4

 along with increases in mill prices, but you do not quantify these changes or provide the
actual cost figures necessary to put these changes in prope r context.  Please revise
accordingly.
 Liquidity and Capital Resources, page 45

20. We note your disclosure on page 8 that concu rrent with this offering, Ryerson, Inc, your
wholly owned subsidiary will be issuing seni or secured notes (New Notes) in an amount
not yet determined.  We furthe r note that the proceeds from th ese New Notes will be used
to repay certain amounts of existing debt.  Pl ease revise the Liquid ity section of MD&A
to include disclosure of the nature and term s of the New Notes incl uding any restrictive
covenants.
 Table of Contractual Obligations, page 51

21. In light of the fact that concurrent with this offering you will incur additional debt and
repay certain portions of your existing debt, we  believe it would be beneficial to provide
a pro forma table of contractual obligati ons which would disclose your debt and
obligations immediately after th is stock offering and issuance of New Notes.  Your pro
forma table of contractual obligations shoul d also include the in crease in the Ryerson
Credit Facility that will occur in order to pay the Platinum termination fee.  Please revise
accordingly.

Business, page 57
 Broad-Based Product, page 60

22. Please clarify what is meant by “driving value-based pricing.”

Strong Relationships with Suppliers, page 60

23. Either revise to state as a belief the last  sentence in that paragraph or provide us
supplemental support for that statement.

Pursue Profitable Growth, page 61

24. Please balance the disclosure in the last paragraph that you have no current plans for
additional acquisitions or advise.
 Sales and Marketing, page 69

25. Please revise the second sentence in this sect ion to clarify that it is your belief that your
field sales force “has extensive product and customer knowledge.”

Michael C. Arnold Ryerson Holding Corporation
May 10, 2012 Page 5

 Principal and Selling Stockholders, page 91

26. Please update the chart as to the most recent practicable date.

Report of Independent Registered Public Accounting Firm, page F-2

27. We note from your response to our prio r comment two, that you will remove the
restrictive legend incl uded on the bottom of the report of the independent registered
public accounting firm immediately prior to the planned effectiveness of the Company’s
Form S-1 registration statement. Please re vise accordingly.  The consent of the
independent registered accountan t should be similarly revised.
 Balance Sheet, page F-5

28. We note from the disclosure included in Note  20 that JT Ryerson’s Board of Directors
approved the termination of th e corporate advisory services agreement with Platinum
Advisors, an affiliate of the Company’s princi pal shareholder, which is contingent on the
closing of the Company’s public offering. We also note that JT Ryerson will pay Platinum Advisors a fee for terminating this  agreement. Since it appears the termination
of this agreement and the payment of the re lated fee are directly attributable to the
Company’s planned public offe ring, please revise to include  a pro forma balance sheet
alongside the Company’s historic al balance sheet as of the latest balance sheet date
presented giving effect to the payment of this te rmination fee.  In this regard we note that
previous amendments had included a pro forma balance sheet alongside the interim
balance sheet as of March 31, 2011, however upon updating the financial statements for
the year ended December 31, 2011, the pro forma column no longer appears on the face of the historical balance sheet.  Please re vise accordingly.  In addition, as previously
requested, please revise Note 20 to explai n the Company’s planned accounting treatment
for the termination fee to be paid to Platinum Advisors.

Notes to the Financial Statements, page F-7
 Note 9. Debt, page F-19

29. We note your disclosure that th e terms of the Ryerson Notes restrict Ryerson from paying
dividends to Ryerson Holding.  We further no te that you have included Schedule I Parent
Company condensed financial information in your filing, which is required to be filed
when the restricted net assets of the cons olidated subsidiaries  exceed 25 percent of
consolidated net assets as of the end of the most recently completed fiscal year.  In light
of the fact that it appears that  the restricted net assets of consolidated and unconsolidated
subsidiaries and the parent's equity in the undistributed earnings of 50 percent or less
owned persons accounted for by the equity method together exceed 25 percent of consolidated net assets as of the end of th e most recently completed fiscal year, please
revise the notes to the financ ial statements to include the amounts of such restricted net

Michael C. Arnold Ryerson Holding Corporation
May 10, 2012 Page 6

 assets for unconsolidated subsid iaries and consolidated subsid iaries as of the end of the
most recently completed fiscal year.  See Rule 4-08(e)(3) of Regulation S-X.
 Note 17. Derivatives and Fair Value Measurements, page F-33

30. We note your disclosure of the table pres enting assets and liabilities measured and
recorded at fair value on a non -recurring basis.  Please revise  to include the fair value
disclosures relating to the goodwill which was s ubject to impairment and remeasured to
fair value in the year ended Decembe r 31, 2011.  See guidance in ASC 820-10-50-5.

Note 20. Subsequent Events, page F-41

31. As previously requested, please revise the hi storical financial statements and related
disclosures throughout the Registration Statemen t to reflect the stoc k split retroactively
once the date and terms of the stock split have been determined.  Please make these revisions in a future amendment to the registration statement.
 Exhibit 23.1 Consent of Ernst & Young

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

33. Please revise your Form S-1 registration statem ent to update the financial statements and
related disclosures as required by Rule 3-12 of Regulation S-X.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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

Michael C. Arnold Ryerson Holding Corporation
May 10, 2012 Page 7

 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Claire Er langer at (202) 551-3301 or Linda Crvkel (202) 551-3813 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Sonia Bednarowski (202) 551-3666 or me  at (202) 551-3210 with  any other questions.

Sincerely,
   /s/ Susan Block    Susan Block
Attorney-Advisor
cc: Via E-mail

 Christopher Greer, Esq.  Willkie Farr & Gallagher LLP