SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CITADEL L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol METALS USA INC [ MUSA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/17/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options	$14.01	05/17/2004		J(1)		22,500		(2)	05/17/2009	Common Stock	22,500	$0.00	22,500	I	See Footnote(1)(3)

1. Name and Address of Reporting Person* CITADEL L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GLB PARTNERS L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL INVESTMENT GROUP LLC (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GRIFFIN KENNETH C (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL WELLINGTON PARTNERS L P (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL WELLINGTON PARTNERS LP SE (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL CREDIT PRODUCTS LTD (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL JACKSON INVESTMENT FUND LTD (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITADEL CREDIT TRADING LTD (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The option was granted on May 17, 2004 to James E. Bolin, a director of Metals USA who is an employee of Citadel Investment Group, L.L.C. ("Citadel"). Pursuant to an agreement between James Bolin and Citadel, Citadel and each of the other persons jointly filing this Form 4 may be deemed to have an indirect pecuniary interest in the shares underlying the option. Each of the persons filing this Form 4 disclaims beneficial ownership of the option except to the extent of its pecuniary interest therein.

2. The option vests in equal installments on May 17, 2005, 2006 and 2007.

3. The transaction reported on this Form 4 is being jointly reported by each of Citadel Limited Partnership, GLB Partners, L.P., Citadel Investment Group, L.L.C., Kenneth Griffin, Citadel Wellington Partners L.P., Citadel Wellington Partners L.P. SE, Citadel Credit Products Ltd., Citadel Kensington Global Strategies Fund Ltd., Citadel Jackson Investment Fund Ltd., Citadel Credit Trading Ltd., and Citadel Equity Fund Ltd. on two separate Form 4s due to the limitations of the SEC's electronic edgar filer system which currently only permits 10 persons to submit a joint filing. Both filings relate to the same transaction.

	Citadel Limited Partnership, by: GLB Partners, L.P., its General Partner ("GP"), by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	GLB Partners, L.P., by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	Citadel Investment Group, L.L.C., by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	Kenneth Griffin, by: /s/ Adam C. Cooper, by power of attorney previously filed with the Form 3 for Metals USA, Inc. on November 19, 2002	11/10/2004
	Citadel Wellington Partners L.P., by: Citadel Limited Partnership, its GP, by: GLB Partners, L.P., its GP, by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	Citadel Wellington Partners L.P. SE, by: Citadel Limited Partnership, its GP, by: GLB Partners, L.P., its GP, by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	Citadel Credit Products Ltd., by: Citadel Limited Partnership, its Portfolio Manager, by: GLB Partners, L.P., its GP, by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	Citadel Kensington Global Strategies Fund Ltd., by: Citadel Limited Partnership, its Portfolio Manager, by: GLB Partners, L.P., its GP, by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	Citadel Jackson Investment Fund Ltd., by: Citadel Limited Partnership, its Portfolio Manager, by: GLB Partners, L.P., its GP, by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	Citadel Credit Trading Ltd., by: Citadel Limited Partnership, its Portfolio Manager, by: GLB Partners, L.P., its GP, by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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