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 CORRESP

 RYERSON HOLDING CORPORATION
 227 West Monroe Street, 27 th Floor
 Chicago, Illinois 60606
 January 12, 2026 VIA EDGAR
 U.S. Securities and Exchange Commission Division of
Corporation Finance Office of Real Estate & Construction
 100 F Street, N.E. Washington, DC 20549
 Re: Ryerson Holding Corporation (CIK No. 0001481582) (the “Registrant”)
 Registration Statement on Form S-4
 Filed December 5, 2025, as amended File No. 333-291983 Dear Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ryerson Holding Corporation hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Wednesday, January 14, 2026, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Mark S. Silver

 Mark S. Silver

 Executive Vice President, General Counsel and Chief Human Resources Officer

 cc:
 Brian Hamilton, Willkie Farr & Gallagher LLP
 Thomas Sharkey, Willkie Farr & Gallagher LLP

United States securities and exchange commission logo
December 2, 2021
James Claussen
Executive Vice President and Chief Financial Officer
Ryerson Holding Corporation
227 W. Monroe St.
27th Floor
Chicago, IL 60606
Re:Ryerson Holding Corporation
Form 10-K for the Year Ended December 31, 0220
Filed February 24, 2021
File No. 001-34735
Dear Mr. Claussen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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    Ryerson Holding Corporation

    227 W. Monroe St., 27th Floor

    Chicago, Illinois 60606

    November 30, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549-3720

    Attn:  Robert Shapiro & Doug Jones

          Re:

            Ryerson Holding Corporation Form 10-K for the Year Ended December 31, 2020, filed February 24, 2021, and Form 8-K, filed November 3, 2021 (File No. 001-34735)

    Dear Messrs. Shapiro and Jones,

    On behalf of Ryerson Holding Corporation (“we,” “our,” or the “Company”), we submit this letter in response to the comments contained in the
      letter dated November 17, 2021 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission relating to the above referenced Form 10-K as filed by the Company on February 24, 2021 (the “Form 10-K”)
      and the above referenced Form 8-K as filed by the Company on November 3, 2021 (the “Form 8-K”). We are concurrently submitting this letter via EDGAR.

    The Staff’s comments are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
      Unless otherwise indicated, defined terms used herein have the meanings set forth in the Form 10-K and the Form 8-K.

    Form 10-K for the Year Ended December 31, 2020

    Management’s Discussion and Analysis of Financial Condition and Results of Operations

      Liquidity and Capital Resources

      Operating activities, page 42

          Comment No. 1:

            Net cash of operating activities materially varied between the annual periods presented as well as between the interim periods in the Form 10-Q for the period ended September 30,
                2021. Your disclosure appears to emphasize how net cash of operating activities was derived for each period, and refers to noncash items that do not impact cash. Pursuant to Item 303 of Regulation S-K, your discussion should be an analysis
                of material changes that affected operating cash between comparable periods. Refer to the introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for guidance.

      1

          Response:

            The Company respectfully acknowledges the Staff’s comment and the Company confirms in its future periodic filings it will include an analysis of material changes that affected operating cash between comparable
              periods without reference to noncash items that do not impact cash, consistent with Item 303 of Regulation S-K and the introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350.

    Form 8-K Furnished November 3, 2021

    Exhibit 99.1

      Q3 2021 Highlights

          Comment No. 2:

            In the third bullet you state “Achieved record Adjusted EBITDA, excluding LIFO ….” Please state in the bullets with equal or greater prominence the comparable GAAP measure. Refer to Item
              10(e)(1)(i)(A) of Regulation S-K.

          Response:

            The Company respectfully acknowledges the Staff’s comment and the Company confirms in its future filings and furnishings it will include the most comparable GAAP measure to Adjusted EBITDA, excluding LIFO as net
              income (loss) attributable to the Company and give this GAAP measure equal or greater prominence to the non-GAAP measure in a manner consistent with Item 10(e)(1)(i)(A) of Regulation S-K.

    Exhibit 99.2

          Comment No. 3:

            Please present with equal or greater prominence the comparable GAAP measure to the non-GAAP measures wherever presented herein. For example (but not necessarily exclusive), “Adj. EBITDA, excl.
              LIFO” under “Fourth Quarter Guidance,” “Q3 2021 Selected Financial and Operating Metrics Update,” “Q3 2021 vs. Q2 2021 Financial Performance” and “Quarterly Financial Highlights,” as well as several measures under “Q3 2021 Key Financial
              Metrics.”

          Response:

            The Company respectfully acknowledges the Staff’s comment and the Company confirms in its future filings and furnishings it will ensure all GAAP measures, including those noted by the Staff, are presented with
              equal or greater prominence to non-GAAP measures in a manner consistent with Item 10(e)(1)(i)(A) of Regulation S-K.

          Comment No. 4:

            It appears your presentation of “Operating Cash Flow per Share” measures is prohibited pursuant to Question 102.05 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial
              Measures and the guidance cited therein. Please revise as appropriate.

      2

          Response:

            The Company respectfully acknowledges the Staff’s comment and the Company confirms in its future filings and furnishings it will not include disclosure of Operating Cash Flow per Share.

    Financial Highlights

          Comment No. 5:

            Please present with equal or greater prominence the comparable GAAP measure as a percentage of revenue to “Adj. EBITA, excl. LIFO” as a percentage of revenue presented in the table.

          Response:

            The Company respectfully acknowledges the Staff’s comment and the Company confirms in its future filings and furnishings it will include the most comparable GAAP measure to Adjusted EBITDA, excluding LIFO as net
              income (loss) attributable to the Company and give this GAAP measure equal or greater prominence to the non-GAAP measure in a manner consistent with Item 10(e)(1)(i)(A) of Regulation S-K.

    *   *   *   *   *   *   *  *   *  *

    Please do not hesitate to contact me at (312) 292-5022 if you have questions regarding our responses or related matters.

    Respectfully submitted,

    /s/ James Claussen

    James Claussen

    Executive Vice President and Chief Financial Officer

          cc:

            Molly Kannan, Controller and CAO

United States securities and exchange commission logo
November 17, 2021
James Claussen
Executive Vice President and Chief Financial Officer
Ryerson Holding Corporation
227 W. Monroe St.
27th Floor
Chicago, IL 60606
Re:Ryerson Holding Corporation
Form 10-K for the Year Ended December 31, 0220
Filed February 24, 2021
Form 8-K
Filed November 3, 2021
File No. 001-34735
Dear Mr. Claussen:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating activities, page 42
1.Net cash of operating activities materially varied between the annual periods presented as
well as between the interim periods in the Form 10-Q for the period ended September 30,
2021.  Your disclosure appears to emphasize how net cash of operating activities was
derived for each period, and refers to noncash items that do not impact cash.  Pursuant to
Item 303 of Regulation S-K, your discussion should be an analysis of material changes
that affected operating cash between comparable periods.  Refer to the introductory
paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for guidance.

 FirstName LastNameJames  Claussen
 Comapany NameRyerson Holding Corporation
 November 17, 2021 Page 2
 FirstName LastName
James  Claussen
Ryerson Holding Corporation
November 17, 2021
Page 2
Please revise your disclosure as appropriate.
Form 8-K Furnished November 3, 2021
Exhibit 99.1
Q3 2021 Highlights
2.In the third bullet you state “Achieved record Adjusted EBITDA, excluding LIFO … . ”
Please state in the bullets with equal or greater prominence the comparable GAAP
measure.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
Exhibit 99.2
3.Please present with equal or greater prominence the comparable GAAP measure to the
non-GAAP measures wherever presented herein.  For example (but not necessarily
exclusive), “Adj. EBITDA, excl. LIFO” under “Fourth Quarter Guidance,” “Q3 2021
Selected Financial and Operating Metrics Update,” “Q3 2021 vs. Q2 2021 Financial
Performance” and "Quarterly Financial Highlights,” as well as several measures under
“Q3 2021 Key Financial Metrics.”
4.It appears your presentation of “Operating Cash Flow per Share” measures is prohibited
pursuant to Question 102.05 of the Staff’s Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures and the guidance cited therein.  Please revise as
appropriate.
Financial Highlights
5.Please present with equal or greater prominence the comparable GAAP measure as a
percentage of revenue to “Adj. EBITA, excl. LIFO” as a percentage of revenue presented
in the table.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Molly Kannan, Controller and CAO

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RYERSON HOLDING CORPORATION

227 West Monroe Street, 27th Floor

Chicago, Illinois 60606

February 10, 2021

via EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

Attention: Scott Anderegg

 Re:

Ryerson Holding Corporation (CIK No. 0001481582) (the “Registrant”)

Registration Statement on Form S-3 (Commission File No. 333-252568)

(the “Registration Statement”)

Dear Mr. Anderegg:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of the Registrant, requests acceleration of the effective date of the Registration Statement to 3:00 p.m., Eastern Time, on Friday, February 12, 2021, or as soon as practicable thereafter.

The accuracy and adequacy of the disclosure in the referenced filing is the responsibility of the Registrant. The Registrant acknowledges to the Commission that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing and that the Registrant may not assert staff comments and this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

[Remainder of Page Intentionally Left Blank]

Should you have any questions regarding any of the foregoing, please do not hesitate to contact me at (312) 292-5000 or our legal counsel, Cristopher Greer and Laura Acker of Willkie Farr & Gallagher LLP, at (212) 728-8000.

Sincerely,

/s/ Mark S. Silver

Mark S. Silver
Authorized Officer

cc:  Cristopher Greer, Willkie Farr & Gallagher LLP

cc:  Laura H. Acker, Willkie Farr & Gallagher LLP

2

United States securities and exchange commission logo
February 3, 2021
Edward J. Lehner
President and Chief Executive Officer
Ryerson Holding Corp
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
Re:Ryerson Holding Corp
Registration Statement on Form S-3
Filed January 29, 2021
File No. 333-252568
Dear Mr. Lehner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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RYERSON HOLDING CORPORATION

227 West Monroe Street

27th Floor

Chicago, Illinois 60606

 January 13, 2017

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

 Washington, D.C.  20549

Attention: Donald E. Field

 Re:

Ryerson Holding Corporation (CIK No. 0001481582) (the “Registrant”)

Registration Statement on Form S-3 (Commission File No. 333-215381)

(the “Registration Statement”)

Dear Mr. Field:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of the Registrant, requests acceleration of the effective date of the Registration Statement to 2:00 p.m., Eastern Time, on Wednesday, January 18, 2017, or as soon as practicable thereafter.

The accuracy and adequacy of the disclosure in the referenced filing is the responsibility of the Registrant. The Registrant acknowledges to the Commission that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing and that the Registrant may not assert staff comments and this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

[Remainder of Page Intentionally Left Blank]

Should you have any questions regarding any of the foregoing, please do not hesitate to contact me at (312) 292-5000 or Cristopher Greer of Willkie Farr & Gallagher LLP, our legal counsel, at (212) 728-8000.

Sincerely,

/s/ Erich S. Schnaufer

Erich S. Schnaufer

 Authorized Officer

cc:  Cristopher Greer, Willkie Farr & Gallagher LLP

Mail Stop 3561
January 9, 2017

Edward J. Lehner
Chief Executive Officer
Ryerson Holding Corporation
227 W. Monroe St., 27th Floor
Chicago, IL  60606

Re: Ryerson Holding Corporation
  Registration Statement on Form S-3
Filed  December 30 , 2016
  File No.  333-215381

Dear Mr. Lehner :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Donald E. Field  at (202) 551 -3680  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: Cristopher Greer, Esq.
Willkie Farr  & Gallagher LLP

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CORRESP

 RYERSON HOLDING CORPORATION

227 West Monroe Street

 27th Floor

 Chicago, Illinois 60606

June 30, 2016

 via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention: Julie Griffith

Re:
Ryerson Holding Corporation (CIK No. 0001481582) (the “Registrant”)

Registration Statement on Form S-3 (Commission File No. 333-211966)

(the “Registration Statement”)

 Dear Ms. Griffith:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of the Registrant, requests
acceleration of the effective date of the Registration Statement to 2:00 p.m., Eastern Time, on Tuesday, July 5, 2016, or as soon as practicable thereafter.

The accuracy and adequacy of the disclosure in the referenced filing is the responsibility of the Registrant. The Registrant acknowledges to
the Commission that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, that the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing and that the Registrant may not
assert staff comments and this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

[Remainder of Page Intentionally Left Blank]

 Should you have any questions regarding any of the foregoing, please do not hesitate to contact me at
(312) 292-5000 or Cristopher Greer of Willkie Farr & Gallagher LLP, our legal counsel, at (212) 728-8000.

Sincerely,

 /s/ Mark S. Silver

 Mark S. Silver

 Authorized Officer

 cc:  Cristopher Greer, Willkie Farr & Gallagher LLP

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Acceleration Request Withdrawal

 RYERSON HOLDING CORPORATION

227 West Monroe Street

 27th Floor

 Chicago, Illinois 60606

June 27, 2016

 via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention: Julie Griffith

Re:
Ryerson Holding Corporation (CIK No. 0001481582) (the “Registrant”)

Registration Statement on Form S-3 (Commission File No. 333-211966)

(the “Registration Statement”)

Withdrawal of Acceleration Request

 Dear Ms. Griffith:

Reference is made to our letter, filed as correspondence via EDGAR on June 23, 2016, in which we requested the acceleration of the
effective date of the above referenced Registration Statement on Form S-3 (File No. 333-211966) for June 27, 2016 at 2:00 p.m. Eastern Time in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.

We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective time.

 Should you have any questions regarding any of the foregoing, please do not hesitate to contact
me at (312) 292-5000 or Cristopher Greer of Willkie Farr & Gallagher LLP, our legal counsel, at (212) 728-8000.

Sincerely,

 /s/ Mark S. Silver

Mark S. Silver

 Authorized Officer

cc:
Cristopher Greer, Willkie Farr & Gallagher LLP

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CORRESP

 RYERSON HOLDING CORPORATION

227 West Monroe Street

 27th Floor

 Chicago, Illinois 60606

June 23, 2016

 via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention: Julie Griffith

Re:
Ryerson Holding Corporation (CIK No. 0001481582) (the “Registrant”)

Registration Statement on Form S-3 (Commission File No. 333-211966)

(the “Registration Statement”)

 Dear Ms. Griffith:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of the Registrant, requests
acceleration of the effective date of the Registration Statement to 2:00 p.m., Eastern Time, on Monday, June 27, 2016, or as soon as practicable thereafter.

The accuracy and adequacy of the disclosure in the referenced filing is the responsibility of the Registrant. The Registrant acknowledges to
the Commission that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, that the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing and that the Registrant may not
assert staff comments and this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

[Remainder of Page Intentionally Left Blank]

 Should you have any questions regarding any of the foregoing, please do not hesitate to contact me at
(312) 292-5000 or Cristopher Greer of Willkie Farr & Gallagher LLP, our legal counsel, at (212) 728-8000.

Sincerely,

 /s/ Erich S. Schnaufer

 Erich S. Schnaufer

 Authorized Officer

 cc:  Cristopher Greer, Willkie Farr & Gallagher LLP

Mail Stop 3561        June 17, 2016

Erich S. Schnaufer
Chief Financial Officer
Ryerson Holding Corporation
227 W. Monroe St., 27th Floor
Chicago, IL 60606

Re: Ryerson Holding Corporation
  Registration Statement on Form S-3
Filed  June 10, 2016
  File No.  333-211966

Dear Mr. Schnaufer :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Erich S. Schnaufer
Ryerson Holding Corporation
June 17, 2016
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Julie Griffith  at 202-551-3267  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

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Acceleration Request

 RYERSON HOLDING CORPORATION

227 W. Monroe, 27th Floor

 Chicago, IL 60606

 August 6, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Re: Ryerson Holding Corporation

 Registration Statement on Form S-1

File No. 333-164484

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act
of 1933, as amended, Ryerson Holding Corporation (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration
Statement”) be accelerated to August 7, 2014 at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering
joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.

 The Company hereby
acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

•

 the Company may not assert staff comments and 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 confirm that the Registration Statement has
been declared effective by telephoning Cristopher Greer, Esq. of Willkie Farr & Gallagher LLP at (212) 728-8214. Comments with respect to this request or the Registration Statement may be directed to Mr. Greer by telephone or facsimile at (212)
728-9214.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

 Sincerely,

RYERSON HOLDING CORPORATION

By:

/s/ Edward J. Lehner

Name:

Edward J. Lehner

Title:

Chief Financial Officer

cc:
Cristopher Greer, Esq.

 Jared
Nicholson, Esq.

 [Signature Page to Acceleration Request]

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Acceleration Request

 Merrill Lynch, Pierce, Fenner & Smith Incorporated

Deutsche Bank Securities Inc.

BMO Capital Markets Corp.

As representatives of the several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

 New York, New York
10036

 VIA EDGAR

 August 6, 2014

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Ryerson Holding Corporation (the “Company”)

 Registration Statement on Form S-1 (File
No. 333-164484)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m. EST on August 7, 2014, or as soon
thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under
the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 24, 2014, through the date hereof:

Preliminary Prospectus dated July 24, 2014:

1,684 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

 INCORPORATED

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

Authorized Signatory

 For itself and as a Representative of the several Underwriters

[Signature Page to Acceleration Request by Underwriters]

 DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Francis Windels

Name:

Francis Windels

Title:

Managing Director

By:

 /s/ Benjamin Marsh

Name:

Benjamin Marsh

Title:

Director

 For itself and as a Representative of the several Underwriters

[Signature Page to Acceleration Request by Underwriters]

BMO CAPITAL MARKETS CORP.

By:

 /s/ Lori A. Begley

Name:

Lori A. Begley

Title:

Managing Director

 For itself and as a Representative of the several Underwriters

[Signature Page to Acceleration Request by Underwriters]

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SEC Letter

 Merrill Lynch, Pierce, Fenner & Smith Incorporated

Deutsche Bank Securities Inc.

BMO Capital Markets Corp.

As representatives of the several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

 New York, New York
10036

 VIA EDGAR

 August 1, 2014

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Ryerson Holding Corporation (the “Company”)

 Registration Statement on Form S-1 (File
No. 333-164484)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m. EST on August 6, 2014, or as soon
thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under
the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 24, 2014, through the date hereof:

Preliminary Prospectus dated July 24, 2014:

1,560 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

 INCORPORATED

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

Authorized Signatory

 For itself and as a Representative of the several Underwriters

[Signature Page to Acceleration Request by Underwriters]

 DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Francis Windels

Name:

Francis Windels

Title:

Managing Director

By:

 /s/ Benjamin Mark

Name:

Benjamin Mark

Title:

Director

 For itself and as a Representative of the several Underwriters

[Signature Page to Acceleration Request by Underwriters]

BMO CAPITAL MARKETS CORP.

By:

 /s/ Lori A. Begley

Name:

Lori A. Begley

Title:

Managing Director

 For itself and as a Representative of the several Underwriters

[Signature Page to Acceleration Request by Underwriters]

CORRESP
1
filename1.htm

Acceleration Request

 RYERSON HOLDING CORPORATION

227 W. Monroe, 27th Floor

 Chicago, IL 60606

 August 1, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Re: Ryerson Holding Corporation

 Registration Statement on Form S-1

File No. 333-164484

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act
of 1933, as amended, Ryerson Holding Corporation (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration
Statement”) be accelerated to August 6, 2014 at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in
the Company’s request for acceleration of the effectiveness of the Registration Statement.

 The Company hereby
acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

•

 the Company may not assert staff comments and 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 confirm that the Registration Statement has
been declared effective by telephoning Cristopher Greer, Esq. of Willkie Farr & Gallagher LLP at (212) 728-8214. Comments with respect to this request or the Registration Statement may be directed to Mr. Greer by telephone or facsimile at (212)
728-9214.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

 Sincerely,

RYERSON HOLDING CORPORATION

By:

/s/ Edward J. Lehner

Name:

Edward J. Lehner

Title:

Chief Financial Officer

cc:
Cristopher Greer, Esq.

 Jared
Nicholson, Esq.

 [Signature Page to Acceleration Request]

July 31, 2014

Via E -mail
Michael C. Arnold
Chief Executive Officer  and President
Ryerson Holding Corporation
227 W. Monroe, 27th Floor
Chica go, IL 60606

Re: Ryerson Holding Corporation
Amendment No. 21 to
Registration Statement on Form S -1
Filed July 24, 2014
  File No. 333 -164484

Dear Mr. Arnold :

We have reviewed your response to our prior comment letter to you dated July 18, 201 4
and have the following additional comments .

Management’s Discussion and Analysis of Financial Condition, page 40

Contractual Obligations, page 53

1. We note your response to our prior comment 1 and the changes made to page 53 of the
registration stateme nt in response to our prior comment. However, we are unable to
determine where you have reflected the $25 million drawdown on the Credit Facility that
will be made to fund the termination payment to Platinum in your pro forma table of
contractual obligatio ns. Please advise or revise as appropriate.

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

2. We note your response to our prior comment 2, and reissue the comment.  Prior to the
planned effectiveness of the Company’s Form S -1 registrati on statement, please remove
the restrictive legends included on the report and the consent of the independent
registered public accounting firm.

Michael C. Arnold
Ryerson Holding Corporation
July 31, 2014
Page 2

 You may contact Effie Simpson (202) 551 -3346 or Linda Cvrkel (202) 551 -3813 if you
have questions regard ing comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551 -3798  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 .

July 18, 2014

Via E -mail
Michael C. Arnold
Chief Executive Officer  and President
Ryerson Holding Corporation
227 W. Monroe, 27th Floor
Chica go, IL 60606

Re: Ryerson Holding Corporation
Amendment No. 20 to
Registration Statement on Form S -1
Filed July 15, 2014
  File No. 333 -164484

Dear Mr. Arnold :

We have reviewed your response to our prior comment letter to you dated July 9 , 201 4
and have the following additional comments .

Management’s Discussion and Analysis of Financial Condition, page 40

Contractual Obligations, page 53

1. We note your response to our prior comment one and reissue the comment.   Once the
Company determines the  expected payments it intends to make using the offering
proceeds, please revise to include a pro forma table of contractual obligations that gives
effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that
will be made to fund the termination payment to be made to Platinum.

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

2. We note your response to our prior comment 5 and reissue the comment.   Prior to the
planned effectiveness of the Company’s Form S -1 registration statement, please remove
the restrictive legends included on the report and the consent of the independent
registered public accounting firm.

Note 20. Subsequent Events, page F -39

3. We note your response to our prior comment 8 and reissue the comment.   Reference is
made to page F -62 where you discuss the Company making a termination payment to its
principal shareholder, Platinum, in connection with the termination of its advisory
services agreement that is contingent on the closing of the initi al public offering. To the

Michael C. Arnold
Ryerson Holding Corporation
July 18, 2014
Page 2

 extent that this payment exceeds the Company’s net earnings for the preceding twelve
month period, please reflect it in pro forma earnings per share for the latest fiscal year
and subsequent interim period presented in the financ ial statements, as applicable,
pursuant to the guidance outlined in SAB Topic 1:B:3.

4. We note your response to our prior comment 9 and reissue the comment.   Once the date
and terms of the stock split have been determined, please revise the historical finan cial
statements and related disclosures throughout the registration statement to give
retroactive effect to the stock split.

You may contact Effie Simpson (202) 551 -3346 or Linda Cvrkel (202) 551 -3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551 -3798  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 .

July 9 , 2014

Via E -mail
Michael C. Arnold
Chief Executive Officer  and President
Ryerson Holding Corporation
227 W. Monroe, 27th Floor
Chiacgo, IL 60606

Re: Ryerson Holding Corporation
Amendment No. 19 to
Registration Statement on Form S -1
Filed June 24 , 2014
  File No. 333 -164484

Dear Mr. Arnold :

We have reviewed your response to our prior comment letter to you dated April 21 , 201 4
and have the following additional comments .

Contractual Obligations, page 50

1. We note your response to our prior comment 3 and reissue the comment.   Once the
Company determines the expected payments it intends to make using the offering
proceeds, please revise to include a pro forma table of contrac tual obligations that gives
effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that
will be made to fund the termination payment to be made to Platinum.

Retention Bonus Plan, page 87

2. We note from the disclosure on page s 87 and 88 that prior to the effectiveness of your
registration statement, you intend to adopt a retention bonus plan to incentivize certain
employees to continue with the Company until and following the effectiveness of this
offering. We also note that t he total number of units that you plan to make available for
grant under the plan will be 10,000,000 units and the total amount of the bonus pool that
may be allocated among participants will be $10,000,000. We further note that the units
will vest twenty percent upon the effectiveness of an initial public offering and twenty
percent on each of the first four anniversaries of the effectiveness of the initial public
offering provided that all unvested units would be accelerated and vested earlier in the
even t the Company achieved certain earnings measures as outlined in the plan. Please
revise MD&A to discuss the number and other terms of the units that you plan to issue
under this plan in connection with your planned public offering and explain how you plan
to value the units that will be issued under this plan. MD&A should also be revised to

Michael C. Arnold
Ryerson Holding Corporation
July 9 , 2014
Page 2

 discuss the amount of compensation expense that will be recognized in connection with
these units upon the effectiveness of your registration statement and the amount th at is
expected to be recognized in future periods in connection with these units.

Employment Agreements, page 89

3. We note from the disclosure on page 39 that Mr. Arnold will enter into a letter agreement
that provides for addition incentive compensation i n an after -tax amount of $3,000,000
upon the earlier of an initial public offering, a change in control or a liquidity event
which includes a sale or issuance of shares of your common stock to a party not affiliated
with Platinum, excluding dividends or is suances or sales to any employee or service
provider of the Company. Please revise MD&A to discuss the amount of expense that
you will recognize in your financial statements in connection with this letter agreement
upon the consummation of your planned pub lic offering.

Principal and Selling Stockholders, page 94

4. Please remove the references to pecuniary interest in footnote 1 in this table.  Under Rule
13d-3 of the Securities Exchange Act of 1934, pecuniary interest is not considered when
determining bene ficial ownership.

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

5. We note your response to our prior comment 5, and reissue the comment.   Prior to the
planned effectiveness of the Company’s Form S -1 registration statement, please remov e
the restrictive legends included on the report and the consent of the independent
registered public accounting firm.

Note 7. Goodwill, page F -16

6. We note from your response to our prior comment number 6 that the $2.0 million
adjustment to goodwill recognized during 2013 related to the correction of an error
related to the purchase accounting entries related to certain adjustments to deferred tax
assets and the impact of certain consent payments to retire debt outstanding at the time of
the 2007 Plat inum acquisition that were not appropriately recorded at the time of the
original purchase accounting. Please tell us in further detail the nature of the errors in the
original accounting for the purchase transaction that were identified during 2013 and
explain why you believe it was appropriate to reflect the correcting adjustments in your
2013 financial statements rather than by restating your financial statements for prior
periods. In addition, please revise Note 7 to explain in further detail the nature  of the $2.0
million purchase accounting adjustment to goodwill that was recognized during 2013.

Michael C. Arnold
Ryerson Holding Corporation
July 9 , 2014
Page 3

 Note 20. Subsequent Events, page F -39

7. We note the disclosure that has been added on page F -39 indicating that on June 3, 2014,
the appellate court affirmed  the judgment of the trial court regarding the Nancy Hoffman
et. al. v. Dorlan Crane et.al. case discussed in Note 7.   As this litigation is discussed in
Note 11 to the audited financial statements rather than Note 7, please revise to correct the
footnote reference on page F -39 to indicate that this disclosure is provided in Note 11.

8. We note your response to our prior comment 8 and reissue the comment.   Reference is
made to page F -64 where you discuss the Company making a termination payment to its
princip al shareholder, Platinum, in connection with the termination of its advisory
services agreement that is contingent on the closing of the initial public offering. To the
extent that this payment exceeds the Company’s net earnings for the preceding twelve
month period, please reflect it in pro forma earnings per share for the latest fiscal year
and subsequent interim period presented in the financial statements, as applicable,
pursuant to the guidance outlined in SAB Topic 1:B:3.

9. We note your response to our  prior comment 9 and reissue the comment.   Once the date
and terms of the stock split have been determined, please revise the historical financial
statements and related disclosures throughout the registration statement to give
retroactive effect to the st ock split.

You may contact Effie Simpson (202) 551 -3346 or Linda Cvrkel (202) 551 -3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551 -3798  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 .

CORRESP
1
filename1.htm

CORRESP

 June 24, 2014

Ms. Susan Block

 Attorney-Advisor

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Re:
Ryerson Holding Corporation

 Amendment No. 19 to the Registration Statement on Form S-1
(File No. 333-164484)

 Dear Ms. Block:

On behalf of Ryerson Holding Corporation (the “Company”), set forth below are the Company’s responses to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) pertaining to the Company’s Amendment No. 18 to the Registration Statement on Form S-1 filed on March 27, 2014 (the
“Registration Statement”) in respect of the initial public offering of shares of its common stock, contained in your letter dated April 21, 2014 to Michael C. Arnold, Chief Executive Officer and President of the Company. On
behalf of the Company, we hereby submit to the Commission Amendment No. 19 to the Registration Statement (the “Amendment”) that contains changes made in response to the comments of the Staff. To facilitate your review, we have
set forth each of your comments below with the Company’s corresponding response and have marked the enclosed Amendment to reflect the changes. In addition, references to page numbers below pertain to the page numbers in the marked version of
the Amendment submitted herewith. Defined terms used herein without definition have the meanings ascribed to them in the Amendment.

 Prospectus
Summary, page 1

 Our Company, page 1

1.
Comment: We note the third sentence in the opening paragraph. Please balance the disclosure regarding your activities in China representing a meaningful portion of overall operations in terms of revenue, by
quantifying your percentage of total sales in China for the year ended December 2013.

 Response: The Company has
deleted what was formerly the third sentence of the opening paragraph on page 1 and has revised the Registration Statement on page 75 to comply with the Staff’s comment.

Capitalization, page 33

2.
Comment: Please revise to present the non-controlling interest separately from total Ryerson Holding Corporation’s total stockholder’s deficit consistent with the presentation in your
December 31, 2013 balance sheet on page F-6.

 Ms. Susan Block

Attorney-Advisor

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 June 24,
2014

  Page
 2

 Response: The Company has revised the Registration Statement on page 33 to comply
with the Staff’s comment.

 Contractual Obligations, page 50

3.
Comment: We note your response to our prior comment 1 and reissue the comment. Once the Company determines the expected payments it intends to make using the offering proceeds, please revise to include a pro
forma table of contractual obligations that gives effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that will be made to fund the termination payment to be made to Platinum.

Response: The Company acknowledges the Staff’s comment and confirms that it will revise the pro forma table of contractual
obligations to give effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that will be made to fund the termination payment to be made to Platinum once it determines the expected payments it intends to make using the
offering proceeds.

 Quantitative and Qualitative Disclosures about Market Risk, page 56

4.
Comment: Your current disclosures with respect to your exposure to foreign exchange rate risk and commodity price risk do not comply with the guidance outlined in Item 305(a) of Regulation S-K. Please
revise your discussion of your exposure to these risks to comply with one of the suggested formats outlined in Item 305(a)(1) of Regulation S-K.

Response: The Company has revised the Registration Statement on page 58 to comply with the Staff’s comment.

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

5.
Comment: We note your response to our prior comment 3, and reissue the comment. Prior to the planned effectiveness of the Company’s Form S-1 registration statement, please remove the restrictive legends
included on the report and the consent of the independent registered public accounting firm.

 Response: The
Company acknowledges the Staff’s comment and confirms that prior to the planned effectiveness of the Company’s Form S-1 registration statement it will remove the restrictive legends included on the report and the consent of the independent
registered public accounting firm.

 Note 7. Goodwill, page F-16

6.
 Comment: We note from the disclosure in the table on page F-16 that the Company recorded a $2.0 million adjustment to goodwill for changes
in purchase price allocation during 2013. Given that the Company does not appear to have

 - 2 -

 Ms. Susan Block

Attorney-Advisor

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 June 24,
2014

  Page
 3

completed any material acquisition transactions since 2011, please tell us and explain in Note 7 the nature of this change in purchase price allocation. As part of your response and your revised
disclosure, please indicate the specific acquisition transaction to which this amount relates and the date on which the acquisition occurred and explain why the adjustment to goodwill did not occur until 2013.

Response: During the fourth quarter of 2013, in relation to the 2007 Platinum Acquisition, the Company identified that purchase
accounting entries related to certain adjustments to deferred tax assets and the impact of certain consent payments to retire debt outstanding at the time of the acquisition were not appropriately recorded at the time of the original purchase
accounting. The Company adjusted the accounting for the business combination to correct these omissions in accordance with FASB ASC 805-10-25-19. As a result of these corrective entries, the Company’s financial statements for the year ended
December 31, 2013 reflect an increase in goodwill. The effect of correcting the accounting for the business combination was not material to our consolidated financial statements and therefore, we did not believe additional discussion of the
adjustment in the footnotes to the consolidated financial statements was necessary.

 Note 15. Compensation Plan, page F-31

Participation Plan, page F-31

7.
Comment: Please tell us and revise Note 15 to indicate whether the Company’s planned public offering of its common shares will be a “qualifying event” under the Company’s participation
plan. If so, please revise M D & A to disclose the amount of compensation expense that will be recognized in the Company’s financial statements in connection with the public offering and explain how the amount of compensation expense to be
recognized will be calculated or determined.

 Response: The Company acknowledges the Staff’s comment
and respectfully advises the Staff that the Participation Plan expired on March 31, 2014 and is no longer in effect. The Company intends to adopt the Ryerson Holding Corporation Retention Bonus Plan, pursuant to which the planned offering of the
Company’s shares will be a “qualifying event” such that the plan will pay out up to $10,000,000 to eligible plan participants contingent upon time-based and performance-based vesting requirements.

Note 20. Subsequent Events, page F-39

8.
Comment: We note your response to our prior comment 4 and reissue the comment. Reference is made to page F-64 where you discuss the Company making a termination payment to its principal shareholder, Platinum,
in connection with the termination of its advisory services agreement that is contingent on the closing of the initial public offering. To the extent that this payment exceeds the Company’s net earnings for the preceding twelve month period,
please reflect it in pro forma earnings per share for the latest fiscal year and subsequent interim period presented in the financial statements, as applicable, pursuant to the guidance outlined in SA B Topic 1:B:3.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will provide pro forma earnings
per share information as required by SAB Topic 1:B:3, if the termination payment exceeds our net earnings for the preceding twelve month period once the Company determines the amount of the termination payment.

 - 3 -

 Ms. Susan Block

Attorney-Advisor

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 June 24,
2014

  Page
 4

9.
Comment: We note your response to our prior comment 5 and reissue the comment. Once the date and terms of the stock split have been determined, please revise the historical financial statements and related
disclosures throughout the registration statement to give retroactive effect to the stock split.

 Response: The
Company acknowledges the Staff’s comment and confirms that once the date and terms of the stock split have been determined it will revise the historical financial statements and related disclosures throughout the registration statement to give
retroactive effect to the stock split.

 In addition to the changes discussed above, the Company has also amended the Registration
Statement to update information and to correct typographical errors. Please do not hesitate to contact Cristopher Greer at (212) 728-8214 or the undersigned at (212) 728-8103 with any further questions or comments.

Very truly yours,

 /s/ Jared Nicholson

Jared Nicholson

 Enclosures

cc:
Michael C. Arnold, Chief Executive Officer and President

Cristopher Greer, Esq.

 - 4 -

April 21 , 2014

Via E -mail
Michael C. Arnold
Chief Executive Officer  and President
Ryerson Holding Corporation
227 W. Monroe, 27th Floor
Chiacgo, IL 60606

Re: Ryerson Holding Corporation
Amendment No. 18 to
Registration Statement on Form S -1
Filed March 28,  2014
  File No. 333 -164484

Dear Mr. Arnold :

We have reviewed your response to our prior comment letter to you dated December 19 ,
2013 and have the following additional  comments .

Prospectus Summary, page1

Our Company, page 1

1. We note the third sentence in the opening paragraph.  Please balance the disclosure
regarding your activities in China representing a meaningful portion of overall operations
in terms of revenue , by quantifying your percentage of total sales in China for th e year
ended December 2013.

Capitalization, page 33

2. Please revise to present the non -controlling interest separately from total Ryerson
Holding Corporation’s total stockholder’s deficit consistent with the presentation in your
December 31, 2013 balance  sheet on page F -6.

Contractual Obligations, page 50

3. We note your response to our prior comment 1 and reissue the comment.   Once the
Company determines the expected payments it intends to make using the offering
proceeds, please revise to include a pro f orma table of contractual obligations that gives
effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that
will be made to fund the termination payment to be made to Platinum.

Michael C. Arnold
Ryerson Holding Corporation
April 21 , 2014
Page 2

 Quantitati ve and Qualitative Disclosures a bout Market Risk , page 56

4. Your current disclosures with respect to your exposure to foreign exchange rate risk and
commodity price risk do not comply with the guidance outlined in Item 305(a) of
Regulation S -K. Please revise your discussion of your exposure to these risks to comply
with one of the suggested formats outlined in Item 305(a)(1) of Regulation S -K.

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

5. We note your response to our prior comment 3, and reissue the comment.   Prior to the
planned effectiveness of the Company’s Form S -1 registration statement, please remove
the restrictive legends included on the report and the consent of the independent
registered public accounting firm.

Note 7. Goodwill, page F -16

6. We note from the disclosure in the table on page F -16 that the Company recorded a $2.0
million adjustment to goodwill for changes in purchase price allocation during 2013.
Given that the Compa ny does not appear to have completed any material acquisition
transactions since 2011, please tell us and explain in Note 7 the nature of this change in
purchase price allocation. As part of your response and your revised disclosure, please
indicate the sp ecific acquisition transaction to which this amount relates and the date on
which the acquisition occurred and explain why the adjustment to goodwill did not occur
until 2013 .

Note 15. Compensation Plan , page F -31

Participation Plan , page F -31

7. Please te ll us and revise Note 15 to indicate whether the Company’s planned public
offering of its common shares will be a “qualifying event” under the Company’s
participation plan. If so, please revise MD&A to disclose the amount of compensation
expense that will be recognized in the Company’s financial statements in connection with
the public offering and explain how the amount of compensation expense to be
recognized will be calculated or determined.

Note 20. Subsequent Events, page F -39

8. We note your response t o our prior comment 4 and reissue the comment.   Reference is
made to page F -64 where you discuss the Company making a termination payment to its
principal shareholder, Platinum, in connection with the termination of its advisory
services agreement that is contingent on the closing of the initial public offering. To the
extent that this payment exceeds the Company’s net earnings for the preceding twelve
month period, please reflect it in pro forma earnings per share for the latest fiscal year

Michael C. Arnold
Ryerson Holding Corporation
April 21 , 2014
Page 3

 and subsequent interim period presented in the financial statements, as applicable,
pursuant to the guidance outlined in SAB Topic 1:B:3.

9. We note your response to our prior comment 5 and reissue the comment.   Once the date
and terms of the stock split have been determin ed, please revise the historical financial
statements and related disclosures throughout the registration statement to give
retroactive effect to the stock split.

You may contact Effie Simpson (202) 551 -3346 or Linda Cvrkel (202) 551 -3813 if you
have que stions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551 -3798  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 .

December 19 , 2013

Via E -mail
Michael C. Arnold
Chief Executive Officer  and President
Ryerson Holding Corporation
227 W. Monroe, 27th Floor
Chiacgo, IL 60606

Re: Ryerson Holding Corporation
Amendment No. 17 to
Registration Statement on Form S -1
Filed December 4 , 2013
  File No. 333 -164484

Dear Mr. Arnold :

We have reviewed your response to our prior comment letter to you dated June 3, 201 3
and have the following addition al comments .

Contractual Obligations, page 53

1. We note your response to our prior comment 4 and reissue the comment.   Once the
Company determines the expected payments it intends to make using the offering
proceeds, please revise the pro forma table of contractual obligations to give effect to the
use of offering proceeds as well as any drawdowns on the Credit Facility that will be
made to fund the termination payment to be made to Platinum.

Principal and Selling Stockholders, page 99

2. With each amendme nt, please update the principal and selling stockholders table to the
most recent practicable date.

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

3. We note your response to our prior comment 5, and reissue the comment.   Prior to the
planned effectiveness of the Company’s Form S -1 registration statement, please remove
the restrictive legends included on the report and the consent of the independent
registered public accounting firm.

Michael C. Arnold
Ryerson Holding Corporation
December 19 , 2013
Page 2

 Note 19. Subsequent Events, page F -39

Note 14. S ubsequent Events, page F -63

4. We note from the disclosure included in on page F -64 that the Company will make a
termination payment to its principal shareholder, Platinum, in connection with the
termination of its advisory services agreement that is contingent on the closing of the
initial public offering. As this payment is being made the Company’s principal
shareholder in connection with the planned public offering, we believe it is analogous to
a dividend that will be paid from the offering proceeds and should be reflected in pro
forma earnings per share for the latest fiscal year and subsequent interim period
presented, to the extent that it exceeds the Company’s net earnings for the preceding
twelve month period. Please note that we are not objecting to the Company’s planned
account ing treatment for this payment within warehousing, delivery, selling, general and
administrative expense upon closing of the public offering. Refer to the guidance outlined
in SAB Topic 1:B:3.

5. We note your response to our prior comment 6 and reissue the c omment.   Once the date
and terms of the stock split have been determined, please revise the historical financial
statements and related disclosures throughout the registration statement to give
retroactive effect to the stock split.

You may contact Effie  Simpson (202) 551 -3346 or Linda Cvrkel (202) 551 -3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551 -3798  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 .

June 3 , 2013

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. 1 6 to Registration Statement on Form S -1
Filed May 28, 2013
  File No. 333 -164484

Dear Mr. Arnold :

 We have reviewed your response to our comment s in our letter dated  May 15 , 2013  and
have the following additional comment s.  Please note that the page numbers referenced below
refer to the marked copy of your filing.

Industry and End Market Outlook, page 2

Ryerson End Market Outlook, page 4

1. Please revise to balance your disclosure regarding your end market outlook on page  4 by
disclosing here that your revenue for the first quarter of 2013 decreased 20.6% compared
to the first quarter of 2012 due to weaker economic conditions in the metals market.

Metals Pricing, page 4

2. Please revise to balance your disclosure regarding metals pricing  on page 4 by disclosing
here that your average selling price decreased 10.3% in the first quarter of 2013
compared to the first quarter of 2012 due to decreases in metals prices across all of your
products, with some of the largest decreases  in your steel products.

The Sponsor, page 9

3. We note from the disclosures on pages 9 and 10 and elsewhere in the registration
statement that the Company will enter into a restated investor rights agreement with
Platinum in connection with the closing of  the Company’s planned public offering.
Please revise MD&A and the notes to the Company’s financial statements to disclose the
terms of the investor rights agreement that will be entered into with Platinum in
connection with the offering.

Michael C. Arnold
Ryerson Holding Corporation
June 3 , 2013
Page 2

 Contractual Oblig ations, page 49

4. We note your response to our prior comment 8.   Once the Company determines the
expected payments it intends to make using the offering proceeds, please revise the pro
forma table of contractual obligations to give effect to the use of offe ring proceeds as
well as any drawdowns on the Credit Facility that will be made to fund the termination
payment to be made to Platinum.

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

5. We note your response to our prior comment 9, and r eissue the comment.   Prior to the
planned effectiveness of the Company’s Form S -1 registration statement, please remove
the restrictive legends included on the report and the consent of the independent
registered public accounting firm.

Note 20.  Subsequent Events, page F -41

6. We note your response to our prior comment 10 and reissue the comment.   Once the date
and terms of the stock split have been determined, please revise the historical financial
statements and related disclosures throughout th e registration statement to give
retroactive effect to the stock split.

You may contact Effie Simpson (202) 551 -3346  or Linda Cvrkel  (202) 551 -3813 if you
have questions regarding comments on the financial 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

CORRESP
1
filename1.htm

CORRESPONDENCE

 May 24, 2013

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Ryerson Holding Corporation

Amendment No. 15 to the Registration Statement on Form S-1 (File No. 333-164484)

Dear Ms. Block:

 On
behalf of Ryerson Holding Corporation (the “Company”), set forth below are the Company’s responses to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
pertaining to the Company’s Amendment No. 15 to the Registration Statement on Form S-1 filed on May 6, 2013 (the “Registration Statement”) in respect of the initial public offering of shares of its common stock,
contained in your letter dated May 15, 2013 to Michael C. Arnold, Chief Executive Officer and President of the Company. On behalf of the Company, we hereby submit to the Commission Amendment No. 16 to the Registration Statement (the
“Amendment”) that contains changes made in response to the comments of the Staff. To facilitate your review, we have set forth each of your comments below with the Company’s corresponding response and have marked the enclosed
Amendment to reflect the changes. In addition, references to page numbers below pertain to the page numbers in the marked version of the Amendment submitted herewith. Defined terms used herein without definition have the meanings ascribed to them in
the Amendment.

 Prospectus Summary, page 1

1.
Comment: Please revise to disclose, in an appropriate place in your prospectus summary section a brief summary of the board nomination rights that
Platinum will receive pursuant to the Investor Rights Agreement.

 Response: The Company has revised the
Registration Statement on pages 9 and 10 to comply with the Staff’s comment.

 Our Company, page 1

Lean Operating Structure Providing Operating Leverage, page 6

2.
Comment: We note your revised disclosure on pages 6 and 60 regarding the average number of inventory days in 2011. Please revise to address the fact that the
number of inventory days rose in 2012 as compared to the number of inventory days in 2011.

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 24, 2013

  Page
 2

 Response: The Company has revised the Registration Statement on pages 6 and 64 to
comply with the Staff’s comment.

 Our Strategy, page 7

 Expand Margins, page 7

3.
Comment: We note your disclosure in the first paragraph on page 7 regarding your gross margins as a percentage of sales, excluding LIFO expense. Please revise to
disclose why you have excluded this expense or include a cross-reference to such disclosure in your document.

Response: The Company has revised the Registration Statement on pages 7 and 65 to comply with the Staff’s comment.

4.
Comment: Please revise the second paragraph of this section to disclose the percentage of your capital expenditures that have gone toward upgrading and adding
plate and long processing capabilities throughout your operational footprint in the last two years. Similarly revise at page 61.

 Response: The Company has revised the Registration Statement on pages 7 and 65 to comply with the Staff’s comment.

 Summary Historical Consolidated Financial and other Data, page 15

5.
Comment: We note your response to our prior comment number 16 and the changes that have been made to pages 15 and 16 of the registration statement in response to
our prior comment. However, we do not believe the revisions made to the registration statement were fully responsive to our prior comment. As previously requested, please revise your disclosure to explain why you believe the non-GAAP measure
“Adjusted EBITDA, excluding LIFO” provides useful information to investors and to the extent material disclose the additional purposes if any for the Company’s management uses this non-GAAP measure. Your current disclosures only
provide this information for the non-GAAP measures “EBITDA” and “Adjusted EBITDA”.

Response: The Company has revised the Registration Statement on pages 16 and 17 to comply with the Staff’s comment.

 Risk Factors, page 17

6.
Comment: Please add risk factor disclosure to discuss risks associated with Platinum’s board nomination rights pursuant to the Investor Rights Agreement.

 - 2 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 24, 2013

  Page
 3

 Response: The Company has revised the Registration Statement on pages 27 and 28
to comply with the Staff’s comment.

 Use of Proceeds, page 31

7.
Comment: Please revise to disclose the related transaction fees, expenses and premiums that you expect to pay in connection with this offering.

 Response: [The Company has revised the Registration Statement on pages 13 and 33 to comply with the
Staff’s comment.]

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 38

Contractual Obligations, page 49

8.
Comment: We note your response to previous comment 21. Once the Company determines the expected payments it intends to make using the offering proceeds, please
revise the pro forma table of contractual obligations to give effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that will be made to fund the termination payment to be made to Platinum.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will revise the pro forma
table of contractual obligations in the Registration Statement to give effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that will be made to fund the termination payment to be made to Platinum once the Company
determines the expected amounts with respect to each of the payments it intends to make using the offering proceeds.

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

9.
Comment: We note your response to our prior comment 62, and reissue the comment. Prior to the planned effectiveness of the Company’s Form S-1 registration
statement, please remove the restrictive legends included on the report and the consent of the independent registered public accounting firm.

 Response: The Company will remove the restrictive legend included on both the report and the consent of its independent registered public accounting firm immediately prior to the planned
effectiveness of the Registration Statement.

 Note 20. Subsequent Events, page F-41

10.
Comment: We note your response to our prior comment 27 and reissue the comment. Once the date and terms of the stock split have been determined, please revise
the historical financial statements and related disclosures throughout the registration statement to give retroactive effect to the stock split.

 - 3 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 24, 2013

  Page
 4

 Response: The Company will revise the historical financial statements and related
disclosures throughout the Registration Statement to reflect the stock split retroactively in a future amendment to the Registration Statement once the date and terms of the stock split have been determined.

Other

11.
Comment: The financial statements should be updated, as necessary, to comply with Rule 3-12 of Regulation S-X at the planned effective date of the registration
statement.

 Response: The Company acknowledges the Staff’s comment and will ensure that its financial
statements are updated, as necessary, to comply with Rule 3-12 of Regulation S-X at the planned effective date of the registration statement.

12.
Comment: Please provide a currently dated consent from the independent public accountants in any future amendments to the S-1 registration statement.

 Response: The Company acknowledges the Staff’s comment and will ensure that it provides a currently
dated consent from its independent public accountants in any future amendments to the Registration Statement.

 In addition to
the changes discussed above, the Company has also amended the Registration Statement to update information and to correct typographical errors. Please do not hesitate to contact Cristopher Greer at (212) 728-8214 or the undersigned at
(212) 728-8103 with any further questions or comments.

 Very truly yours,

 /s/ Jared Nicholson

 Jared Nicholson

 Enclosures

cc:
Michael C. Arnold, Chief Executive Officer and President

 Cristopher Greer, Esq.

 - 4 -

May 15, 2013

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. 1 5 to Registration Statement on Form S -1
Filed May 6, 2013
  File No. 333 -164484

Dear Mr. Arnold :

 We have reviewed your response to our comment s in our letter dated  April 18, 2013  and
have the following additional comment s.  Please note that the page numbers referenced below
refer to the marked copy of your filing.

Prospectus Summary, page 1

1. Please revise to disclose, in an appropriate place in your prospectus summary section a
brief summary of the board nomination right s that Platinum will receive pursuant to the
Investor Rights Agreement .

Our Company, page 1

Lean Operating Structure Providing Operating Leverage, page 6

2. We note your revised disclosure on pages 6 and 60 regarding the ave rage number of
inventory days in 2011.  Please revise to address the fact that th e number of inventory
days rose  in 2012 as compared to the number of inventory days in 2011.

Our Strategy, page 7

Expand  Margins, page  7

3. We note your disclosure in the first paragraph on page 7 regardin g your gross margins as
a percentage of sales, excluding LIFO expense.  Please revise to disclose why you have
excluded this expense or include a cross -reference to such disclosure in your document.

Michael C. Arnold
Ryerson Holding Corporation
May 15, 2013
Page 2

 4. Please revise the second paragraph of this section to d isclose the percentage of your
capital expenditures that have gone  toward upgrading and adding plat e and long
processing capabilities throughout your operational footprint  in the last two years .
Similarly revise at page 61.

Summary Historical Consolidate d Financial and other Data, page 15

5. We note your response to our prior comment number 16 and the changes that have been
made to pages 15 and 16 of the registration statement in response to our prior comment.
However, we do not believe the revisions made to the registration statement were fully
responsive to our prior comment. As previously requested, please revise your disclosure
to explain why you believe the non -GAAP measure “Adjusted EBITDA, excluding
LIFO” provides useful information to investors and to the extent material disclose the
additional purposes if any for the Company’s management uses this non -GAAP measure.
Your current disclosures only provide this information for the non -GAAP measures
“EBITDA” and “Adjusted EBITDA”.

Risk Factors, page 17

6. Please add risk factor disclosure to discuss risks associated with Platinum’s board
nomination rights pursuant to the Investor Rights Agreement.

Use of  Proceeds, page 31

7. Please rev ise to disclose the related transaction fees, expenses and premiums that you
expect to pay in connection with this offering.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
38

Contractual Obligations, page 49

8. We note your response to previous comment 21.   Once the Company determine s the
expected payments it intends to make using the offering proceeds, please revise the pro
forma table of contractual obligations to give effect to the use of offering proceeds as
well as any drawdowns on the Credit Facility that will be made to fund th e termination
payment to be made to Platinum.

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

9. We note your response to our prior comment 62, and reissue the comment.   Prior to the
planned effectiveness of the Company’s Form S -1 registr ation statement, please remove the
restrictive legends included on the report and the consent of the independent registered public
accounting firm.

Michael C. Arnold
Ryerson Holding Corporation
May 15, 2013
Page 3

 Note 20. Subsequent Events, page F -41

10. We note your response to our prior comment 27 and reissue the com ment.   Once the date and
terms of the stock split have been determined, please revise the historical financial statements
and related disclosures throughout the registration statement to give retroactive effect to the
stock split.

Other

11. The financial statements should be updated, as necessary, to comply with Rule 3 -12 of
Regulation S -X at the planned effective date of the registration statement.

12. Please provide a currently dated consent from the independent public accountants in any
future amendments to the S -1 registration statement.

You may contact Effie Simpson (202) 551 -3346  or Linda Crvkel (202) 551 -3813 if you
have questions regarding comments on the financial 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

CORRESP
1
filename1.htm

CORRESPONDENCE

 May 6, 2013

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Ryerson Holding Corporation

Amendment No. 14 to the Registration Statement on Form S-1 (File No. 333-164484)

Dear Ms. Block:

 On
behalf of Ryerson Holding Corporation (the “Company”), set forth below are the Company’s responses to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
pertaining to the Company’s Amendment No. 14 to the Registration Statement on Form S-1 filed on March 22, 2013 (the “Registration Statement”) in respect of the initial public offering of shares of its common stock,
contained in your letter dated April 18, 2013 to Michael C. Arnold, Chief Executive Officer and President of the Company. On behalf of the Company, we hereby submit to the Commission Amendment No. 15 to the Registration Statement (the
“Amendment”) that contains changes made in response to the comments of the Staff. To facilitate your review, we have set forth each of your comments below with the Company’s corresponding response and have marked the enclosed
Amendment to reflect the changes. In addition, references to page numbers below pertain to the page numbers in the marked version of the Amendment submitted herewith. Defined terms used herein without definition have the meanings ascribed to them in
the Amendment.

 General

1.
Comment: We note your response to our prior comment 1 and reissue. Please revise to disclose the names of the lead underwriters in your next
amendment. We may defer further review of the filing until the lead underwriters are named.

 Response:
The Company has revised the Registration Statement to comply with the Staff’s comment.

 Industry and Market Data

2.
Comment: Please advise whether any of the data provided by the listed sources were commissioned by you. If so, please file consents pursuant to Rule 436 of the
Securities Act as exhibits to your registration statement.

 Response: The Company respectfully advises the
Staff that none of the data provided by the listed sources were commissioned by the Company.

 Prospectus Summary, page 1

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 6, 2013

  Page
 2

 Our Company,
page 1

3.
Comment: In the first paragraph, please also provide revenue for the year ended December 31, 2012.

Response: The Company has revised the Registration Statement on pages 1 and 57 to comply with the Staff’s comment.

4.
Comment: We note your response to our prior comment 3 on page 2 and reissue in part. Please revise to clarify that you have elected “to opt out of
compliance with certain NYSE corporate governance requirements” and that “stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance
requirements.”

 Response: The Company has revised the Registration Statement on pages 1 and 2 to
comply with the Staff’s comment.

 Industry and End Market Outlook, page 2

5.
Comment: At the top of page 3, if practicable, please update to include a chart for 2012 for steel industry demand. Similarly revise at page 63.

 Response: The Company has revised the Registration Statement on pages 3 and 63 to comply with the
Staff’s comment.

 Metals Pricing, page 4

6.
Comment: We note your disclosure regarding “recent permanent capacity reductions” in your industry. Please revise to balance your disclosure
regarding the growth of your industry by briefly describing these “permanent capacity reductions.”

Response: The Company has revised the Registration Statement on pages 4 and 65 to clarify this sentence in order to comply with the
Staff’s comment.

 Our Competitive Strengths, page 5

7.
Comment: We note your disclosure that you believe that you will experience higher growth rates relative to North American economic improvement. Please revise
to balance the disclosure to indicate that there is no guarantee that you will experience such growth.

Response: The Company has revised the Registration Statement on pages 5 and 59 to comply with the Staff’s comment.

 - 2 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 6, 2013

  Page
 3

 Broad and
Geographic Reach across Attractive End Markets, page 5

8.
Comment: Please revise the last sentence in this section to state as a belief. Similarly, please revise the last sentence of your Established Platform for
Organic and Acquisition Growth section on page 6.

 Response: The Company has revised the Registration
Statement on pages 5, 6, 59 and 60 to comply with the Staff’s comment.

 Established Platform for Organic and Acquisition Growth, page
6

9.
Comment: Refer to the last paragraph in this section. In regards to the reference to the possibility of acquisitions, please clarify here you have no current
plans.

 Response: The Company has revised the Registration Statement on pages 6 and 60 to comply with
the Staff’s comment.

 Lean Operating Structure Providing Operating Leverage, page 6

10.
Comment: We note your response to our prior comment 9. Please tell us how you selected the companies in your peer group and how many companies were in your
peer group.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the
Staff that it assesses performance relative to its competition by tracking six other North American metals distribution companies that stock and process products similar to ours and have publicly available financial information. These six companies
that the Company tracks form its peer group.

 Strong Relationships with Suppliers, page 7

11.
Comment: Please revise to clarify what you mean by “through continued discipline” in the third sentence in this section. In addition, please clarify
what you mean by “partner relationship.” To the extent that you have formed partnerships with suppliers, please file the partnership agreements as exhibits in your next amendment.

Response: The Company has revised the Registration Statement on pages 7 and 61 to comply with the Staff’s comments. The
Company respectfully advises the Staff that it does not currently have any partnership agreements with suppliers.

 Our Strategy, page 7

12.
Comment: Please revise to balance your disclosure in this section by disclosing that in 2012 your net sales decreased by 14.9% as compared to 2011.

 Response: The Company has revised the Registration Statement on pages 7 and 61 to comply with the
Staff’s comment.

13.
Comment: We note your comparison of fourth quarter 2010 to fourth quarter 2012 in the first paragraph regarding gross margins. Please revise to also include a
comparison of fourth quarter 2011 or delete this disclosure.

 - 3 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 6, 2013

  Page
 4

Response: The Company has revised the Registration Statement on pages 7 and 61 to comply with the Staff’s comment.

14.
Comment: Please revise to remove the reference to compound annual growth rate from 2010 to 2012. Please refrain from referring to compound growth rates, as
these appear to represent two discrete snapshots in time but do not show trends or events during the period represented.

 Response: The Company has revised the Registration Statement on pages 7 and 61 to comply with the Staff’s comment by deleting the sentence relating to compound annual growth rates.

15.
Comment: In addition, please revise to disclose the increase in revenue from your fabrication operations in 2012 as compared to such revenue in 2011

 Response: The Company has revised the Registration Statement on pages 8 and 62 to comply with the
Staff’s comment by deleting the sentence relating to the revenue from the Company’s fabrication operations in 2012.

 Summary
Historical Consolidated Financial and other Data, page 14

16.
Comment: We note that you present the non-GAAP measure, Adjusted EBITDA, excluding LIFO, in your summary historical consolidated financial and other data on
page 16. Please revise to explain why management believes the presentation of this non-GAAP measure provides useful information to investors and to the extent material disclose the additional purposes if any for which the Company’s management
uses this non-GAAP measure. Refer to the disclosure requirements outlined in Item 10(e) of Regulation S-K.

 Response: The Company has revised the Registration Statement on pages 15 and 16 to comply with the Staff’s comment.

17.
Comment: We note that you have disclosed the ratio of your tangible assets to total net debt for all periods presented on page 16. Please revise footnote
(5) to disclose how this ratio was calculated for each period presented.

 Response: The Company
has revised the Registration Statement on page 16 to comply with the Staff’s comment.

 - 4 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 6, 2013

  Page
 5

 Risk Factors,
page 17

 Risks Relating to Our Business, page 17

 We have a substantial amount of indebtedness, page 18

18
Comment: Please revise to disclose the amount of indebtedness attributable to your outstanding notes.

Response: The Company has revised the Registration Statement on page 18 to comply with the Staff’s comment.

Use of Proceeds, page 31

19.
Comment: We note your responses to our prior comments 17 and 18. Please clarify which indebtedness you are repaying. As such, please revise to identify the
interest rate and maturity of the indebtedness that you intend to repay with the proceeds from this offering pursuant to Item 504. To the extent that such indebtedness was incurred within one year, please revise to disclose the use of the
proceeds of such indebtedness or tell us why this is not necessary.

 Response: The Company has revised
the Registration Statement on page 31 to comply with the Staff’s comment. The Company respectfully advises the Staff that it will include the expected amounts with respect to each of the payments it intends to make using the net proceeds from
the offering in a subsequent amendment in connection with the determination of pricing information.

 Contractual Obligations, page 48

20.
Comment: We note that the company has revised the registration statement to include a pro forma table of contractual obligations that gives effect to the
offering and related use of proceeds. Please revise to also include a table reflecting your actual contractual obligations as of December 31, 2012 as required by Item 303(a)(5) of Regulation S-K.

Response: The Company has revised the Registration Statement on page 49 to comply with the Staff’s comment.

21.
Comment: Also, please revise your pro forma table of contractual obligations to disclose the Company’s long-term debt and other obligations immediately
after the stock offering, as well as the increase in the Ryerson Credit Facility that will occur as a result of the payment of the termination fee to Platinum in connection with terminating the Services Agreement, once these amounts are
determined.

 Response: The Company respectfully advises the Staff that it will revise the pro forma
table of contractual obligations to include these amounts in a subsequent amendment once the Company determines the expected amounts with respect to each of the payments it intends to make using the net proceeds from the offering.

Business, page 57

 Lean Operating
Structure Providing Operating Leverage, page 60

22.
Comment: Please revise to disclose the average number of inventory days in 2011.

 - 5 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 6, 2013

  Page
 6

Response: The Company has revised the Registration Statement on pages 6 and 60 to comply with the Staff’s comment.

Our Strategy, page 61

 Expand
Margins, page 61

 Implement Value Driven Pricing, page 62

23.
Comment: We note your response to our prior comment 22 and reissue. Please revise to provide a brief definition of “value driven pricing” here and
on page 8

 Response: The Company has revised the Registration Statement on pages 8 and 62 to comply
with the Staff’s comment by deleting the reference to the term “value driven pricing.”

 Pursue Profitable Growth Through
Expansion and Value-Accretive Acquisitions, page 62

24.
Comment: We note your response to our prior comment 24 and reissue. Please revise to disclose here and on page 8 that you do not have any material
acquisitions pending or identified.

 Response: The Company has revised the Registration Statement on
pages 8 and 62 to comply with the Staff’s comment.

 Material U.S. Federal Income and Estate Tax Considerations, page 108

25.
Comment: Please revise to remove your statement that this section is included for “general information only and is not tax advice.”

 Response: The Company has revised the Registration Statement on page 108 to comply with the Staff’s
comment.

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

26.
Comment: We note from your response to our prior comment 2, and reissue our prior comment. Prior to the planned effectiveness of the Company’s Form S-1
registration statement, please remove the restrictive legends included on the report and the consent of the independent registered public accounting firm.

 Response: The Company will remove the restrictive legend included on both the report and the consent of its independent registered public accounting firm immediately prior to the planned
effectiveness of the Registration Statement.

 Note 20. Subsequent Events, page F-39

 - 6 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 6, 2013

  Page
 7

27.
Comment: We note your response to our prior comment 31 and reissue the comment. Once the date and terms of the stock split have been determined, please revise
the historical financial statements and related disclosures throughout the registration statement to retroactively reflect the stock split.

 Response: The Company will revise the historical financial statements and related disclosures throughout the Registration Statement to reflect the stock split retroactively in a future amendment to
the Registration Statement once the date and terms of the stock split have been determined.

 Exhibits

28.
Comment: Please file the Stock Incentive Plan as an exhibit.

 Response: We acknowledge the Staff’s comment and have filed the Stock Incentive Plan as Exhibit 10.12 to the Registration Statement.

In addition to the changes discussed above, the Company has also amended the Registration Statement to update information and to correct
typographical errors. Please do not hesitate to contact Cristopher Greer at (212) 728-8214 or the undersigned at (212) 728-8103 with any further questions or comments.

Very truly yours,

 /s/ Jared Nicholson

 Jared Nicholson

 Enclosures

cc:
Michael C. Arnold, Chief Executive Officer and President

 Cristopher Greer, Esq.

 - 7 -

April 18, 2013

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. 1 4 to Registration Statement on Form S -1
Filed March 22, 2013
  File No. 333 -164484

Dear Mr. Arnold :

 We have reviewed your response to our comment s in our letter dated  May 10, 2012  and
have the following additional comment s.  Please note that the page numbers referenced below
refer to the marked copy of your filing.

General

1. We note your response to our prior comment 1 and reissue.  Please revise to discl ose the
names of the lead  underwriters in your next amendment. We may  defer further review of
the filing until the lead underwriters are named.

Industry and Market Data

2. Please advise whether any of the data provided by the listed sources were commissioned
by you.  If so, please file consents  pursuant to Rule 436 of the Se curities Act as exhibits
to your registration statement.

Prospectus Summary, page 1

Our Company, page1

3. In the first paragraph, please also provide revenue for the year ended December 31, 2012.

4. We note your response to our prior comment 3 on page 2 and reissue in part.  Please
revise to clarify that  you have elected  “to opt out of compliance with certain NYSE
corporate governance requirements” and that “stockholders will not have the same
protections afforded to stockholders of companies that are sub ject to all of the NYSE
corporate governance requirements.”

Michael C. Arnold
Ryerson Holding Corporation
April 18, 2013
Page 2

 Industry and End Market Outlook, page 2

5. At the top of page 3, if practicable, please update to include a chart for 2012 for steel
industry demand.   Similarly revise at page 63.

Metals Pricing,  page 4

6. We note your disclosure regarding “recent permanent capacity reductions” in your
industry.  Please revise to balance your disclosure regarding the growth of your industry
by briefly describing these “permanent capacity reductions.”

Our Competitiv e Strengths, page 4

7. We note your disclosure that you believe that you will experience higher growth rates
relative to North American economic improvement .  Please revise to balance the
disclosure to indicate  that there is no guarantee that you will experi ence such growth.

Broad and Geographic Reach across Attractive End Markets, page 5

8. Please revise the last sentence in this section to state as a belief.  Similarly, please revise
the last sentence of your Established Platform for Organic and Acquisition Growth
section on page 6.

Established Platform for Organic and Acquisition Growth, page 6

9. Refer to the last paragraph in this section.  In regards to the reference to the possibility of
acquisitions, please clarify  here you have no current plans .

Lean O perating Structure Providing Operating Leverage, page 6

10. We note your response to our prior comment 9.  Please tell us how you selected t he
companies in your peer group and  how many companies were in your peer group .

Strong Relationships with Suppliers, page 7

11. Please revise to clarify what you mean by “through continued discipline” in the third
sentence in this section.  In addition, please clarify what you mean by “partner
relationship .”  To the extent that you have formed partnerships with suppliers, p lease file
the partnership agreements as exhibits in your next amendment.

Our Strategy, page 7

12. Please revise to balance your disclosure in this section by disclosing that in 2012 your net
sales decreased by 14.9% as comp ared to 2011.

Michael C. Arnold
Ryerson Holding Corporation
April 18, 2013
Page 3

 13. We note your comparison of fourth quarter 2010 to fourth quarter 2012 in the first
paragraph regarding gross margins.  Please revise to also include a comparison of fourth
quarter 2011 or delete this disclosure.

14. Please revise to remove the reference to compound annual  growth rate from 2010 to
2012.   Please refrain from referring to compound growth rates, as these appear to
represent two discrete snapshots in time but do not show trends or events during the
period represented.

15. In addition, please revise to disclose the  increase in revenue from your fabrication
operations in 2012 as compared to such revenue in 2011.

Summary Historical Consolidated Financial and other Data, page 15

16. We note that you present the non -GAAP measure, Adjusted EBITDA, excluding LIFO,
in your s ummary historical consolidated financial and other data on page 16.  Please
revise to explain why management believes the presentation of this non -GAAP measure
provides useful information to investors and to the extent material disclose the additional
purposes if any for which the Company’s management uses this non -GAAP measure.
Refer to the disclosure requirements outlined in Item 10(e) of Regulation S -K.

17. We note that you have disclosed the ratio of your tangible assets to total net debt for all
periods p resented on page 16. Please revise footnote (5) to disclose how this ratio was
calculated for each period presented.

Risk Factors, page 18

Risks Relating to Our Business, page 18

We have a substantial amount of indebtedness, page 19

18. Please revise to disclose the amount of indebtedness attributable to your outstanding
notes.

Use of Proceeds, page 32

19. We note your responses to our prior comments 17 and 18.  Please clarify which
indebtedness you are repaying.  As such, p lease revise to identify the interest rate and
maturity of the indebtedness that you intend to repay with the proceeds from this offering
pursuant to Item 504.  To the extent that such indebtedness was incurred within one year,
please revise to disclose the use of the proceeds of such ind ebtedness or tell us why this is
not necessary.

Michael C. Arnold
Ryerson Holding Corporation
April 18, 2013
Page 4

 Contractual Obligations, page 49

20. We note that the c ompany has revised the registration statement to include a pro forma
table of contractual obligations that gives effect to the offering and related use of
proceeds.  Please revise to also include a table reflecting your actual contractual
obligations as of  December 31, 2012 as required by Item 303(a)(5) of Regulation S -K.

21. Also, please revise your pro forma table of contractual obligations to disclose the
Company’s long -term debt and other obligations immediately after the stock offering, as
well as the inc rease in the Ryerson Credit Facility that will occur as a result of the
payment of the termination fee to Platinum in connection with terminating the Services
Agreement, once these amounts are determined.

Business, page 57

Lean Operating Structure Provi ding Operating Leverage, page 60

22. Please revise to disclose the average number of  inventory  days in 2011.

Our Strategy, page 61

Expand Margins, page 61

Implement Value Driven Pricing, page 62

23. We note your response to our prior comment 22 and reissue.   Please revise to provide a
brief definition of “value driven pricing” here and on page 8.

Pursue Profitable Growth Through Expansion and Value -Accretive Acquisitions, page 62

24. We note your response to our prior comment 24 and reissue.  Please revise to disclose
here and on page 8 that you do not have any material acquisitions pending or identified.

Material U.S. Federal Income and Estate Tax Considerations, page 109

25. Please revise to remove your statement that this section is included for “general
information only and is not tax advice.”

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

26. We note from your response to our prior comment 2, and reissue our prior
comment.   Prior to the planned effectiveness of the Company’s Form S -1 registration
statement, please remove the restrictive legends included on the report and the consent of
the independent registered public accounting firm.

Michael C. Arnold
Ryerson Holding Corporation
April 18, 2013
Page 5

 Note 20. Subsequent Events, page F -41

27. We note your response to our prior comment 31 and reissue the  comment.   Once the date
and terms of the stock split have been determined, please revise the historical financial
statements and related disclosures throughout the registration statement to retroactively
reflect the stock split.

Exhibits

28. Please file the  Stock Incentive Plan as an exhibit.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 event  you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness 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 requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Michael C. Arnold
Ryerson Holding Corporation
April 18, 2013
Page 6

 You may contact Effie S impson (202) 551 -3346  or Linda Crvkel (202) 551 -3813 if you
have questions regarding comments on the financial 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

CORRESP
1
filename1.htm

Correspondence

 March 29, 2013

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Ryerson Holding Corporation

Amendment No. 14 to the Registration Statement on Form S-1 (File No. 333-164484)

Dear Ms. Block:

 I am writing
to follow up on my conversation with you and Sonia Bednarowski on March 28, 2013 in connection with Ryerson Holding Corporation’s Amendment No. 14 to the Registration Statement on Form S-1 filed on March 22, 2013 (the “Registration
Statement”) regarding the request by the Staff of the Securities and Exchange Commission to disclose the names of the underwriters that will be participating in the offering pursuant to the Registration Statement. The Company omitted the
names of the underwriters in Amendment 14 because it understood that the Amendment would be subject to a full 30 day review, given the delay since the last Amendment and related comment letter and the inclusion of the 2012 audited
financial statements. The Company planned to utilize the 30-day period to finalize certain matters with respect to the underwriters and to identify the underwriters in the next amendment. The Company has determined three financial institutions that
will act as the lead underwriters for the offering pursuant to the Registration Statement, but is currently finalizing the relative roles and titles of those institutions as well as any final additional members of the lead underwriting group.
Accordingly, the Company assures you it will disclose the underwriters in the very next Amendment, which we would expect to file as promptly as possible after receipt of comments to Amendment 14 and would greatly appreciate your willingness to
review Amendment 14 as already filed.

 Assuming market conditions remain favorable, the Company is determined to proceed
with the offering as soon as possible upon clearing all comments with the Staff and would anticipate launching the marketing effort around the Memorial Day weekend.

 Please do not hesitate to contact the undersigned at (212) 728-8214 with any further questions or comments.

Very truly yours,

/s/ Cristopher Greer

Cristopher Greer

cc:
Michael C. Arnold, Chief Executive Officer and President

CORRESP
1
filename1.htm

SEC Response Letter

 March 22, 2013

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Ryerson Holding Corporation

Amendment No. 13 to the Registration Statement on Form S-1 (File No. 333-164484)

Dear Ms. Block:

 On
behalf of Ryerson Holding Corporation (the “Company”), set forth below are the Company’s responses to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
pertaining to the Company’s Amendment No. 13 to the Registration Statement on Form S-1 filed on April 13, 2012 (the “Registration Statement”) in respect of the initial public offering of shares of its common stock,
contained in your letter dated May 10, 2012 to Michael C. Arnold, Chief Executive Officer and President of the Company. On behalf of the Company, we hereby submit to the Commission Amendment No. 14 to the Registration Statement (the
“Amendment”) that contains changes made in response to the comments of the Staff. To facilitate your review, we have set forth each of your comments below with the Company’s corresponding response and have marked the enclosed
Amendment to reflect the changes. In addition, references to page numbers below pertain to the page numbers in the marked version of the Amendment submitted herewith. Defined terms used herein without definition have the meanings ascribed to them in
the Amendment.

 General

1.
Comment: Please revise to disclose the names of the lead underwriters in your next amendment.

Response: The Company will revise the Registration Statement in the next amendment thereto to disclose the names of the lead
underwriters where applicable.

 Prospectus Summary, page 1

 Our Company, page 1

2.
Comment: 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 North American
metal service center.” Please revise for clarity. Similarly revise at page 4 under “China” and page 59 under “China.”

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2013

  Page
 2

Response: The Company has revised the Registration Statement on pages 1 and 57 to comply with the Staff’s comment by deleting
the sentence relating to the Company’s belief that its presence in China is the largest of any North American metal service center.

3.
Comment: 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 requirements. In addition, please provide a brief summary of the effect such status could have on investors.

Response: The Company has revised the Registration Statement on page 2 to comply with the Staff’s comment.

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

Response: The Company has revised the Registration Statement on pages 1 and 57 to comply with the Staff’s comment.

5.
Comment: 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 balance your
disclosure on page 1 regarding your “established and growing presence in China.”

 Response:
The Company acknowledges the Staff’s comment but respectfully submits that it continues to believe it has an established and growing presence in China. While the Company did close a service and processing center in Wuhan, China, it did so
because the Company did not believe the market in Wuhan was significant enough to the Company’s operations to warrant continued service in that region. The Company’s operations in Shanghai are servicing the region and believes that the
closing of the Wuhan facility did not have a material effect on the Company.

 Established and Growing Presence in International Markets,
page 4

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

Response: The Company has revised the Registration Statement on pages 6 and 60 to comply with the Staff’s comment.

 - 2 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2013

  Page
 3

 Diverse Customer
Base, and End Markets, page 4

7.
Comment: 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.

 Response:
The Company has revised the Registration Statement on pages 7 and 60 to delete the sentence relating to expansion of the Company’s customer base since December 31, 2009.

 Strong Relationships with Suppliers, page 5

8.
Comment: Please revise to state the last sentence in the second to last paragraph on page 5 as a belief.

Response: The Company has revised the Registration Statement on pages 7 and 61 to comply with the Staff’s comment.

Transformed Decentralized Operating Model, page 6

9.
Comment: Please provide the basis for you belief that you “have a favorable cost structure compared to many of [your] peers.”

 Response: The Company’s belief that Ryerson has a favorable cost structure compared to many of its
peers is based on a metric of operating expenses less depreciation and amortization expense as a percentage of sales. The Company’s analysis was based on a review of its public company peer group using publicly available data regarding six
of its publicly traded competitors. Ryerson’s expenses as a percentage of sales were the lowest or the second lowest of the peer group for the last eight consecutive quarters. On average, Ryerson’s expenses were lower by over 500
basis points compared to the peer group for the last eight quarters.

 Pursue Profitable Growth, page 6

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

Response: The Company has revised the Registration Statement on pages 8 and 62 to comply with the Staff’s comment.

Our Strategy, page 6

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

Response: The Company has revised the Registration Statement on pages 7 and 61 to comply with the Staff’s comment.

 - 3 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2013

  Page
 4

 Expand Margins,
page 7

12.
Comment: Please revise to clarify what you mean on page 6 by “[s]ales to these businesses are typically transactional in nature” and “large
volume program buyers.”

 Response: The Company has revised the Registration Statement on pages 8
and 62 to comply with the Staff’s comment.

 Recent Developments, page 8

13.
Comment: We note the disclosure regarding the concurrent New Notes offering 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 anticipating relying upon. In your response, please also provide your analysis as to why this registration statement should not be considered as being used as a general solicitation
for that private offering. Refer generally to Compliance and Disclosure Interpretations, Question 139.25 under Securities Act Sections.

 Response: The Company respectfully advises the Staff that the above referenced notes offering (the “Notes Offering”) was consummated in October 2012, and, as a result, will not
take place concurrently with the initial public offering. The Company respectfully submits that the Registration Statement should not be deemed to constitute an improper “general solicitation” in connection with the Notes Offering.

 In Securities Act Release No. 33-8828 (“Release 33-8828”) and in the Commission’s Compliance and
Disclosure Interpretation 139.25 (the “CDI”), the Commission confirmed its position that the filing of a registration statement does not, in itself, eliminate a company’s ability to engage in a concurrent private offering,
whether it is commenced before or after the filing of the registration statement. In Release 33-8828, the Commission noted that “the determination as to whether the filing of the registration statement should be considered to be a general
solicitation or general advertising that would affect the availability of a Section 4(2) exemption for such a concurrent unregistered offering should be based on a consideration of whether the investors in the private placement were solicited
by the registration statement or through some other means that would otherwise not foreclose the availability of the Section 4(2) exemption.” The Commission further stated that “companies and their counsel should analyze whether the
offering is exempt under Section 4(2) on its own, including whether securities were offered and sold to the private placement investors through the means of a general solicitation in the form of the registration statement…[I]f the
prospective private placement investor became interested in the concurrent private placement through some means other than the registration statement that did not involve a general solicitation and otherwise was consistent with Section 4(2),
such as through a substantive, pre-existing relationship with the company or direct

 - 4 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2013

  Page
 5

contact by the company or its agents outside of the public offering effort, then the prior filing of the registration statement generally would not impact the potential availability of the
Section 4(2) exemption for that private placement and the private placement could be conducted while the registration statement for the public offering was on file with the Commission. Similarly, if the company is able to solicit interest in a
concurrent private placement by contacting prospective investors who (1) were not identified or contacted through the marketing of the public offering and (2) did not independently contact the issuer as a result of the general solicitation
by means of the registration statement, then the private placement could be conducted in accordance with Section 4(2) while the registration statement for a separate public offering was pending.” See Release 33-8828, pages 55-56.

 The Commission subsequently confirmed the interpretive guidance provided in Release 33-8828 in the CDI when it noted that
there can be a side-by-side private offering under Securities Act Section 4(2) or the Securities Act Rule 506 safe harbor with a registered public offering and that a registration statement would not serve as a general solicitation for a
private offering if investors became interested through some means other than the registration statement.

 The Company
respectfully advises the Staff that the Notes Offering was conducted (i) pursuant to a 144A offering process in which the notes offered in such Notes Offering were offered and sold only to “qualified institutional buyers” within the
meaning of Rule 144A promulgated under the Securities Act or (ii) in reliance on Regulation S, pursuant to which the notes offered in such Notes Offering were offered and sold only to non-U.S. persons outside the United States, and in each
case, the Company did not solicit interest in the private placement through the use of the Registration Statement. As noted in Release 33-8828, one of the key elements of the analysis of whether an offering may be exempt from the registration
requirements of the Securities Act is a determination that investors in a private placement are not solicited in a manner that uses the public offering process and the prospectus for such public offering as a general solicitation. The Company
solicited qualified institutional buyers and any non-U.S. persons under Regulation S only in a separate marketing process using a customary offering memorandum and solicitation process involving direct contact with the Company and its agents. In the
case of a 144A notes offering like the Notes Offering, the target investors of the notes are within a specific market for that type of security. In accordance with the guidance in Release 33-8828 and the CDI, potential investors in the Notes
Offering were not identified or contacted as a result of, or in connection with, the registration statement being on file, and the Company neither received nor accepted any offers from any purchasers that independently contacted the Company as a
result of reviewing the Registration Statement.

 - 5 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2013

  Page
 6

 In
addition, pursuant to the proposed rules (the “Proposed Rules”) in Securities Act Release 33-9354 (“Release 33-9354”), which Proposed Rules have been approved by the Commission but not yet finalized, companies will
be allowed to offer securities being sold pursuant to Rule 144A using a general solicitation so long as the purchasers of the securities sold pursuant to Rule 144A are QIBs, or are reasonably believed to be QIBs by the seller of such securities or
any person acting on its behalf. Consequently, assuming adoption of the Proposed Rules, even if the Registration Statement was deemed to be a general solicitation, the notes that were sold in the Notes Offering pursuant to Rule 144A were sold to
QIBs and therefore, the actions of the Company were in accordance with the Proposed Rules in Release 33-9354.

 The Company
respectfully submits that, under these facts, consistent with the Commission’s guidance in Release 33-8828 and the CDI, the Registration Statement was not used as a general solicitation for the Notes Offering and the Company was permitted to
conduct the Notes Offering while the Registration Statement was pending or otherwise on file.

14.
Comment: Please revise to disclose here that you intend to enter into a registration rights agreement, pursuant to which you will agree to file with 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 consummate an exchange offer by a date to be agreed upon with the initial purchaser of
the New Notes.

 Response: The Company respectfully advises the Staff that the above referenced notes
offering was consummated in October 2012 and, as a result, will not take place concurrently with the initial public offering. In connection with the consummation of such notes offering, the Company entered into certain registration rights agreements
and has included disclosure with respect to such registration rights agreements on pages 48, 102, 104 and F-22 of the Registration Statement.

 Risk Factors, page 17

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

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

 Response: The Company has revised the Registration Statement on page 18 to remove the reference to
“net income.”

 - 6 -

 Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2013

  Page
 7

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

16.
Comment: Please revise to disclose here that, in October

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

CORRESP
1
filename1.htm

SEC Response Letter

 April 20, 2012

 Ms. Sonia Bednarowski

 Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

Re:

 Ryerson Holding Corporation

Amendment No. 13 to the Registration Statement on Form S-1 (File No. 333-164484)

 Dear Ms. Bednarowski:

 On behalf of Ryerson Holding Corporation (the “Company”), on April 13, 2012, we submitted to the Securities and Exchange Commission (the “Commission”) Amendment
No. 13 to the Company’s Registration Statement on Form S-1 (the “Amendment”) in respect of the Company’s initial public offering of shares of its common stock. At your request, set forth below are the Company’s
responses to comments of the staff (the “Staff”) of the Commission pertaining to the Company’s Amendment No. 12 to the Registration Statement on Form S-1 filed on June 21, 2011 (the “Registration
Statement”), contained in your letter dated July 5, 2011 to Terence R. Rogers, the Company’s former Chief Financial Officer. As discussed, the Amendment contains updates to the Registration Statement since the date of the
Company’s last filing, as well as changes made in response to the prior comments of the Staff. To facilitate your review, we have set forth each of your prior comments below with the Company’s corresponding response and marked the
Amendment that was filed on April 13, 2012 to reflect the changes. In addition, references to page numbers below pertain to the page numbers in the marked version of the Amendment submitted herewith. Defined terms used herein without definition
have the meanings ascribed to them in the Amendment.

 The Sponsor, page 8

1.
Comment: Please include in the next amendment the amount of the termination fee that JT Ryerson will pay to Platinum Advisors.

Response: The Company will include in a future amendment to the Registration Statement the amount of the termination fee that JT
Ryerson will pay to Platinum Advisors once the amount of such termination fee has been determined.

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

2.
Comment: We note from your response to our prior comment four that you will remove the restrictive legend included 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 revise accordingly. The consent of the independent registered accountant should be similarly
revised.

 Ms. Sonia Bednarowski

 Staff Attorney

 United States Securities and Exchange Commission

Division of Corporation Finance

 April 20,
2012

 Page 2

Response: The Company will remove the restrictive legend included on both the report and the consent of its independent registered
public accounting firm immediately prior to the planned effectiveness of the Registration Statement.

 Note 20. Subsequent Events, page F-36

3.
Comment: We note from your response to our prior comment seven that you will revise the historical financial statements and related disclosures throughout the
Registration Statement to reflect the stock 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.

Response: The Company will revise the historical financial statements and related disclosures throughout the Registration Statement
to reflect the stock split retroactively in a future amendment to the Registration Statement once the date and terms of the stock split have been determined.

 Unaudited Interim Financial Statements for the Three Months Ended March 31, 2011

Balance Sheet

4.
Comment: We note from your response to our prior comment 9 that you have reflected the payment of the termination fee to Platinum Advisors as part of
long-term debt because you will increase your borrowings on the Ryerson Credit Facility to pay the fee. Please revise your disclosure in Note 13 to indicate that the planned payment of the fee will be made using additional borrowings under the
Ryerson Credit Facility.

 Response: To the extent applicable in a future amendment to the Registration
Statement, the Company will revise its disclosure in the notes to its financial statements to indicate that the planned payment of the termination fee will be made using additional borrowings under the Ryerson Credit Facility. The Company has
currently noted use of additional borrowings to fund the fee on page 33 of the Registration Statement.

 Exhibit 23.1 Consent of
Ernst & Young

5.
Comment: 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.

 Response: The Company has revised Exhibit 23.1 to the Registration Statement
in order to comply with the Staff’s comment and will similarly comply in any future amendments to the Registration Statement.

 - 2 -

 Ms. Sonia Bednarowski

 Staff Attorney

 United States Securities and Exchange Commission

Division of Corporation Finance

 April 20,
2012

 Page 3

 Other

6.
Comment: In the event of a delay in the effectiveness 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.

 Response: The Company acknowledges the Staff’s
comment. The Company has updated the financial statements and related disclosures for the year ended December 31, 2011 and will continue to update the financial statements and related disclosures as necessary in the event of a delay in the
effectiveness of the Registration Statement.

 In addition to the changes discussed above, the Company has also amended the
Registration Statement to update information and to correct typographical errors. Please do not hesitate to contact Cristopher Greer at (212) 728-8214 or the undersigned at (212) 728-8656 with any further questions or comments.

Very truly yours,

 /s/ Jeffery Fang

 Jeffery Fang

 Enclosures

cc:
Barbara E. Rohde, Counsel

Cristopher Greer, Esq.

 - 3 -

July 5, 2011

Via Email
Terence R. Rogers Chief Financial Officer
Ryerson Holding Corporation
2621 West 15
th Place
Chicago, IL 60608
Re: Ryerson Holding Corporation
Amendment No. 12 to Registration Statement on Form S-1  Filed June 21, 2011
  File No. 333-164484

Dear Mr. Rogers:

We have received your response to our pr ior comment letter to you dated June 9, 2011
and have the following additional comments.  The Sponsor, page 8

1. Please include in the next amendment the amount  of the termination fee that JT Ryerson
will pay to Platinum Advisors.
 Report of Independent Registered Public Accounting Firm, page F-2

2. We note from your response to our prior comment four 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.
 Note 20. Subsequent Events, page F-36

3. We note from your response to our prior comment seven that you will revise the
historical financial statements and rela ted disclosures through out the Registration
Statement to reflect the stock split retroactiv ely once the date and terms of the stock split
have been determined.  Please make these revisions in a future amendment to the registration statement.

 Terence R. Rogers
 Ryerson Holding Corporation  July 5, 2011  Page 2
 Unaudited Interim Financial Statements for the Three Months Ended March 31, 2011

 Balance Sheet

4. We note from your response to our prior comme nt 9 that you have reflected the payment
of the termination fee to Platinum Advisors as part of long-term debt because you will increase your borrowings on the Ryerson Credit Facility to pay the fee.  Please revise
your disclosure in Note 13 to indicate that the planned payment of the fee will be made
using additional borrowings under the Ryerson Credit Facility.
 Exhibit 23.1 Consent of Ernst & Young

5. 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

6. In the event of a delay in the effectiveness of  the Form S-1 registration statement, please
update the financial statements and relate d disclosures as required by Rule 3-12 of
Regulation S-X.

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 Chanda DeLong at (202) 551-3490 or me  at (202) 551-3210 with  any other questions.

Sincerely,
  /s/ Susan Block
Susan Block Attorney-Advisor
  cc: Mr. Jeffrey Fang, Esq.
 via facsimile (212) 728-9656

June 9, 2011

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

Re: Ryerson Holding Corporation
Amendment No. 1 1 to Registration Statement on Form S -1
Filed May 26, 2011
  File No.  333-164484
 Dear Mr. Rogers :

We have received your response to our prior comment letter to you dated May 13, 2011
and have the following additional comments.
Leading Market Position, page 4

1. We note your response to our prior comment seven and reissue in part.  Please clarify what you mean by “a meaningful portion” and a “sizable portion”  of overall operations.
Please also balance the disclosure regarding operations in emerging markets to provide a percentage of your revenue in all referenced emerging markets,  as well as China.
Similarly revise at page 58, as well.

Broad -Based Product and Geographic Platform, page 5

2. We note your response to our prior comment 11.  Please revise to delete reference to “industry -leading” growth.  Please also delete reference to  the “increased volume of
sales” and the “wider array of experience and operations relative to [y]our peers,” as you
have not provided sufficient support that such growth will occur or that your experience
and operations are or will be wider th an your peer s or substantiate those statements to us.
Similarly revise at page 59, as well.

Focus on Profitable Global Growth, page 6

3. Please balance your “China” bullet point to state that your China operations represented
4% of your total revenues in 2010.

 Terence R. Rogers
 Ryerson Holding Corporation
 June 9, 2011
 Page 2

Repo rt of Independent Registered Public Accounting Firm, page F -2

4. Please revise to remove the restrictive legend included on bottom of the report of the
independent registered public accounting firm prior to the planned effectiveness of the Company’s Form S -1 registration statement. The consent of the independent registered
accountant should be similarly revised.

Consolidated Statements of Operations, page F -3

5. We note from your response to our prior comment 21 that the $2.6 million gain recognized on the sta tement of operations for the year ended December 31, 2010 relates
to cash received for an insurance settlement of a 2005 claim.  However, because this amount represents approximately 12% of operating profit for 2010, we believe that you should disclose the  nature of the gain in the notes to the financial statements.  Please
revise accordingly.

6. We note your response to our prior comment number 27 but do not believe that the revisions made to your financial statements were fully responsive to our prior comme nt.
As requested in our prior comment, please revise to also disclose pro forma earnings per
share for the latest fiscal year presented in your financial statements giving effect to the
number of shares whose proceeds will be required to fund the terminati on payment to be
paid to Platinum Advisors in connection with the offering. The notes to the audited financial statements should also be revised to explain the nature of the pro forma earnings
per share presentation. Your Summary Financial Information on page 14 and your
Selected Financial Information on page 34 should be similarly revised to included these
disclosures.

Note 20. Subsequent Events, page F -36

7. We note from your response to our prior comment 24 that you will revise the historical financial st atements and related disclosures throughout the Registration Statement to
reflect the stock 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 statemen t.

8. We note that Note 20 discloses that the acquisition of Singer Steel Company is not material to your consolidated financial statements. In light of the fact that you recognized a $6.3 million gain on a bargain purchase in the first three months ended M arch 31, 2011
associated with this acquisition, we do not believe that  your disclosure should indicate that this acquisition is not material.  Please revise to include the disclosures required by ASC 805- 10-50, as applicable.

 Terence R. Rogers
 Ryerson Holding Corporation
 June 9, 2011
 Page 3

Unaudited Interim Financial Statements for the Three Months Ended March 31, 2011

Balance Sheet

9. We note from your response to our prior comment 26 that you have included a pro forma
balance sheet alongside the historical balance sheet as of March 31, 2011. Based on this pro forma b alance sheet, it appears that you will include the payment of the termination
fee to Platinum Advisors as part of long -term debt on the pro forma balance sheet.  In
light of the fact that this fee will be paid in connection with the IPO transaction, please
explain to us why you believe it is appropriate to reflect the accrual of this payment as long-term debt.

Note 5. Acquisitions

10. We note your disclosure that on March 14, 2011 you acquired all of the issued and outstanding capital stock of Singer Steel Company and because the fair value of the net assets acquired was in excess of the total purchase consideration, you recognized a $6.3 million gain on bargain purchase which you have included in other income and
(expense), net.  In light of the fact that t he $6.3 million gain is material to the statement
of operations for the three months ended March 31, 2011, please revise the notes to the
interim financial statements to include the disclosures required by ASC 805 -20-50 and
805-30-50, as applicable, including a reason why the transaction resulted in a bargain
purchase gain.  Also, please show us how the $6.3 million gain was calculated or
determined.

Exhibit 23.1 Consent of Ernst & Young

11. Please include a currently dated consent of the independent register ed 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 effectiveness 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.

Signatures, page II -4

13. Please either include a Power of Attorney on your signature page or delete the reference.
Please also revise your exhibit index to reflect that the Power of Attorney was included in a prior amendment to the Registration Statement or advise.

 Terence R. Rogers
 Ryerson Holding Corporation
 June 9, 2011
 Page 4

Exhibits

14. We note that you intend to adopt a new stock incentive plan prior to effectiveness.  Please
include this as an exhibit to your filing or advise.

We urge all persons who are responsible f or the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 f acts 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 event you request acceleration of the effective date of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the 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 th e filing; and

• the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the  requested effective date of the
registration statement.

 Terence R. Rogers
 Ryerson Holding Corporation
 June 9, 2011
 Page 5

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 Chand a DeLong at (202) 551- 3490 or me at (202) 551- 3210 with any other questions.

Sincerely,

Susan Block
Attorney -Advisor
  cc: Mr. Jeffrey Fang , Esq.
 via facsimile (212) 728- 9656

May 13, 2011

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

Re: Ryerson Holding Corporation
Amendment No. 10 to Registration Statement on Form S -1
Filed April 18, 2011
  File No.  333-164484
 Dear Mr. Rogers :

We have received your amended registration statement dated April 18, 2011 and have the
following additional comments.
General

1. We note that you have included CRU projections throughout the filing.  Please revise to provide a consent pursuant to Rule 436 as to this information or advise as to why this is not necessary.

Our Company, page 1

2. We note your statement that your scale enables you to maintain “low” operating costs.  Please revise to disclose your operating expenses as a percentage of sales for the last two fiscal years.

3. Please revise to state as a belief that you have diverse end markets that reduce the
volatility of your business or substantiate to us this statement.

Industry Outlook, page 2

4. Please expand upon your discussion of the PMI to explain how the readings indicate that
the manufacturing economy is generally expanding or advise.

5. Please balance this section to add disclosure that there can be no guarantees on the timing of any overall improvements in the industry. Please  also balance the disclosure  to also
indicate that the current recessionary climate has affected and may continue to affect your results.

 Terence R. Rogers
 Ryerson Holding Corporation
 May 13, 2011
 Page 2

6. Refer to the second paragraph in this section.  Please revise to clarify  as to how the fact
that shipments and inventory are “well below historical  averages” suggests “long -term”
growth potential.

Our Competitive Strengths, page 4

Leading Market Position, page 4

7. Please revise to quantify what you mean by “significant” or delete the term “significant”
in relation to your emerging market  presence.  Please also clarify what you mean by the
phrase “meaningful portion.”

8. Please substantiate to us that you are the largest service center company for stainles s
steel.   Similarly revise at page 56, under “Business.”

9. Please revise to explain what you mean by the phrase “leading global service center
company in China.”  For instance, what percentage of the Chinese market does your
company’s sales in China represent?   Similarly revise page 56.

10. We suggest rep lacing the word “unique” with another adjective to explain the senior
executive team’s perspective or support it usage to us.

Broad -Based Product and Geographic Platform, page 5

11. Please revise to provide more detail regarding how you think upgrading your sales talent
and growing your national network and diverse operating capabilities will provide you
will “industry -leading growth.”   Also revise to balance the disclosure to clarify that there
can be no guarantee that you will have growth.

Transformed Decentralized Operating Model, page 5

12. Please revise to estimate the percentage or amount of the reductions in annual expenses you believe to be “permanent” cost reductions.

Drive to Industry Leading Financial Performance,  page 6

13. We note your statement that you “have and continue to improve [y]our margins,” which conflicts with disclosure elsewhere in your filing that your margins decreased from 2010 to 2009.  Please reconcile or advise.

Focus on Profitable Global Growth, page 6

14. Please disclose how you have “revitalized” your sales force or revise to state as a belief .

 Terence R. Rogers
 Ryerson Holding Corporation
 May 13, 2011
 Page 3

Continue to Execute Value -Accretive Acquisitions, page 7

15. Please disclose your percentage of market share, if possible.

Capitalization, page 31

16. We note from your disclosure in footnote (2) that the “as adjusted” column reflects
borrowing under the Ryerson Credit Facility for the payment of the termination fee under the Services Agreement with Platinum Advisors.  Please revi se to ensure that the expense
that will be recognized at the time of the payment of the termination fee is recognized in the “as adjusted” accumulated deficit balance on the Capitalization Table.

Management’s Discussion and Analysis of Financial Conditi on and Results of Operations

Liquidity and Capital Resources, page 42

17. We note your disclosure of the non- GAAP financial measure “total liquidity.”  Please
revise to include the disclosures required by Item 10(e) of Regulation S -K which include
a reconcil iation of the differences between the non -GAAP financial measure disclosed
with the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.  Please revise accordingly.

Focus on Profitable Global Growth, page 58

18. We note that you expect to leverage your expertise in North America and China to grow your business in high growth emerging markets.  Please revise to disclose how you intend to grow your business in these markets .  Please balance your disclosure by providing  a
timeframe and discuss any needed financing for doing so to the extent possible.

Annual Bonus, page 75

19. Please disclose the actual EVA reached for both the first and second halves of 2010 and disclose how you arrived at those numbers.  Include any adjustments used, if applicable.  Please also disclose how you determined that each executive was entitled to 70% of his target bonus for the first half of 2010.

Report of Independent Registered Public Accounting Firm, pa ge F-2

20. Please revise to remove the restrictive legend included on bottom of the report of the independent registered public accounting firm prior to the planned effectiveness of the Company’s Form S -1 registration statement. The consent of the independent  registered
accountant should be similarly revised.

 Terence R. Rogers
 Ryerson Holding Corporation
 May 13, 2011
 Page 4

Consolidated Statements of Operations, page F -3

21. We note from your statements of operations that in the year ended December 31, 2010
you recognized a $2.6 million gain on insurance settlement.  Please te ll us and disclose in
the notes to the financial statements the nature and terms of this insurance settlement and explain to us why you believe recognition of a gain in 2010 is appropriate.

Note 7. Goodwill, page F -13

22. We note your disclosure that the C ompany made adjustments to goodwill related to
purchase price adjustments of $4 million and $4.5 million during the years ended December 31, 2010 and 2009. Please tell us the nature of these adjustments and explain to us why you believe it was appropriate to adjust goodwill during each of these periods.

 Note 10. Employee Benefits, page F -19

23. We note your disclosure that effective January 22, 2010 the Company resumed matching 401(k) contributions. Please revise the notes to the financial statements to di sclose the
amount of expense recognized for these defined contribution plans.  See guidance in ASC 715-70-50.

Note 20. Subsequent Events, page F -36

24. We note your disclosure that the Board of Directors will approve a stock split to be effected prior to the  closing of the Company’s offering of common stock on Form S -1.
Once the date and terms of the stock split have been determined, please revise the historical financial statements and the related disclosures throughout the registration statement to reflect the stock split retroactively.  See guidance in ASC 260- 10-55-12 and
Staff Accounting Bulletin Topic 4C.

25. We note from your disclosure in Note 20 that on March 14, 2011 Ryerson entered into an amended and restated Ryerson Credit Facility.  Please revise to disclose how you will account for this modification in accordance with ASC 470- 50-40, including how you will
account for the payment of any fees or other third party costs.

26. We note from the disclosure included in Note 20 that JT Ryerson’s Board of Dir ectors
approved the termination of the corporate advisory services agreement with Platinum Advisors, an affiliate of the Company’s principal 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 related fee are directly attributable to the Company’s planned public offering, please revise to include a pro forma bala nce sheet
alongside the Company’s historical balance sheet as of the latest balance sheet date presented giving effect to the payment of this termination fee.

 Terence R. Rogers
 Ryerson Holding Corporation
 May 13, 2011
 Page 5

27. Also, since the Company’s earnings for the latest fiscal year are insufficient to fund the
payme nt of this termination payment, which appears analogous to a dividend since it is
being paid to an affiliate of the Company’s principal shareholder, please revise to disclose pro forma earnings per share for the latest fiscal year and any subsequent interi m
period presented, giving effect to the number of shares whose proceeds will be required to fund the termination payment. Refer to the guidance outlined in SAB Topic 1:B:3.

28. In addition, please revise Note 20(D) to explain the Company’s planned accounting
treatment for the termination fee to be paid to Platinum Advisors.

Exhibit 5.1 Opinion of Counsel

29. Please confirm that you will refile the executed version of Exhibit 5.1 dated on or reasonably close to the date of effectiveness of the registration statement.

Exhibit 23.1 Consent of Ernst & Young

30. Pleas e 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

31. In the event of a delay in the effectiveness 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.

Ryerson, Inc. Form 10- K and Form 10- Qs

32. Please address our comments on the financial statements and related disclosures included in the Form S -1 registration statement of Ryerson Holding Corporation in future filings
of the Annual Report on Form 10- K and the Quarterly Report on Form 10- Q of Ryerson,
Inc., where applicable.

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 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 disclo sure, 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 regist ration statement please provide  a writ ten statement from the company
acknowledging that:

 Terence R. Rogers
 Ryerson Holding Corporation
 May 13, 2011
 Page 6

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

• the acti on 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 and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 an d the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 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 Chanda DeLong at (202) 551- 3490 or me at (202) 551- 3210 with any other questions.

Sincerely,

Susan Block
Attorney -Advisor
  cc: Mr. Jeffrey F ang, Esq.
 via facsimile (212) 728- 9656

CORRESP
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SEC Letter

 October 26, 2010

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, NE

 Washington, DC 20549

Re:
Registration Statement on Form S-4 (File No. 333-169372)

 Ladies and Gentleman:

 On behalf of Ryerson Holding Corporation (the “Company”),
for the purpose of registering the Company’s 14 1/2% Senior Discount Notes due 2015 under the Securities Act of 1933, as amended, we transmit herewith for filing with the Securities and Exchange Commission in electronic format via EDGAR the
Company’s Amendment No. 1 to the Registration Statement on Form S-4.

 Please contact the undersigned should you have questions or
comments regarding this matter.

 Sincerely,

 /s/ Jeffery Fang

 Jeffery Fang

cc:
Cristopher Greer, Willkie Farr & Gallagher LLP

CORRESP
1
filename1.htm

Acceleration Request

 October 26, 2010

 VIA EDGAR

 Ms. Chanda DeLong

Staff Attorney

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Ryerson Holding Corporation

Registration Statement on Form S-4 (File No. 333-169372)

 Dear Ms. DeLong:

 Pursuant to Rule 461 promulgated under the Securities Act
of 1933, as amended, Ryerson Holding Corporation (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-4 (as amended to date, the “Registration
Statement”) be accelerated to become effective at October 27, 2010 at 2:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

 The Registrant hereby acknowledges the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the 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 Registrant
from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and

•

 the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We request that we be notified of such effectiveness by a telephone call to Jeffery Fang
of Willkie Farr & Gallagher LLP at (212) 728-8656 and that such effectiveness also be confirmed in writing.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

RYERSON HOLDING CORPORATION

 By:

/s/ Terence R. Rogers

 Name: Terence R. Rogers

 Title: Chief Financial Officer

 cc:

 Cristopher Greer,

 Willkie Farr & Gallagher LLP

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

DIVISION OF
CORPORATION FINANCE

 September 21, 2010

Barbara Rohde
Counsel Ryerson Inc. 2621 West 15
th Place
Chicago, IL 60608

Re:  Ryerson Holding Corporation
   Registration Statement on Form S-4
   Filed:  September 15, 2010    File No. 333-169372

Dear Ms. Rohde:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us
with information so we may be tter understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.
General

1. We note that you are registering the exch ange notes in reliance on our position
enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13,
1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5,
1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, please provide us with a supplemental letter st ating that you are
registering the exchange offer in re liance on our position contained in these
letters and include the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.

Barbara Rohde
Ryerson Holding Corporation
September 21, 2010
Page 2

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 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 re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the 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 disclo sure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effective da te of the registration statement.
 You may contact Chanda DeLong at ( 202) 551-3490 or me at (202) 551-3412
with any questions.
 Regards,

   Amanda Ravitz  Branch Chief – Legal
 cc: Christopher Greer, Esq. via facsimile  (212) 728-9214

CORRESP
1
filename1.htm

SEC Correspondence letter

 RYERSON HOLDING CORPORATION

2621 West 15th Place

Chicago, IL 60608

May 7, 2010

 VIA EDGAR AND
FACSIMILE

 United States Securities and Exchange Commission Division

of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 Ryerson Holding Corporation

Registration Statement on Form S-1

 File No.
333-164484

 Ladies and Gentlemen:

On May 4, 2010, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ryerson Holding Corporation (the
“Company”) requested that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to Thursday, May 6, 2010 at 4:00 p.m.,
Eastern Daylight Time. The Company hereby withdraws its request for acceleration of effectiveness of the Registration Statement.

[SIGNATURE APPEARS ON THE FOLLOWING PAGE]

 Sincerely,

 Ryerson Holding Corporation

 By:

/s/ Terence R. Rogers

Name:  Terence R. Rogers

Title:    Chief Financial Officer

cc:

Cristopher Greer Esq.

Jeffery Fang Esq.

CORRESP
1
filename1.htm

Acceleration Request

 RYERSON HOLDING CORPORATION

2621 West 15th Place

Chicago, IL 60608

 May 4,
2010

 VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:

 Ryerson Holding Corporation

Registration Statement on Form S-1

 File
No. 333-164484

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ryerson Holding Corporation (the
“Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to Thursday, May 6,
2010 at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of
the effectiveness of the Registration Statement.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

•

 the Company may not assert staff comments and 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 confirm that the Registration Statement has
been declared effective by telephoning Cristopher Greer, Esq. of Willkie Farr & Gallagher LLP at (212) 728-8214. Comments with respect to

this request or the Registration Statement may be directed to Mr. Greer by telephone or facsimile at (212) 728-9214.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

[SIGNATURE APPEARS ON THE FOLLOWING PAGE]

 Sincerely,

RYERSON HOLDING CORPORATION

By:

/s/ Terence R. Rogers

 Name:

Terence R. Rogers

 Title:

Chief Financial Officer

cc:
Cristopher Greer, Esq.

Jeffery Fang, Esq.

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 )

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 )

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 )

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