SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

      Filed by the registrant

      Filed by a party other than the registrant

      Check the appropriate box:

       Preliminary proxy statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

       Definitive proxy statement

       Definitive additional materials

       Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

A.M. Castle & Co.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

       No fee required.

       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

      (1) Title of each class of securities to which transaction applies:

      (2) Aggregate number of securities to which transaction applies:

      (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

      (4) Proposed maximum aggregate value of transaction:

      (5) Total fee paid:

       Fee paid previously with preliminary materials.

       Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

      (1) Amount previously paid:

      (2) Form, schedule or registration statement no.:

      (3) Filing party:

      (4) Date filed:

MICHAEL SIMPSON

Chairman of the Board

March 15, 2002

Dear Castle Stockholder:

      You are cordially invited to attend A. M. Castle & Co.’s 2002 annual meeting of stockholders, which will be held on Thursday, April 25, 2002, beginning at 10:00 a.m., Central Daylight Savings Time at our offices at 3400 North Wolf Road, Franklin Park, Illinois 60131.

      At the meeting we will report to you on current business conditions and recent developments at Castle. Members of the Board of Directors and many of our executives will be present to discuss the affairs of Castle with you.

      Whether or not you plan to attend the annual meeting, it is important that you sign, date and return your proxy as soon as possible. If you do attend the annual meeting and wish to vote in person, your proxy will then be revoked at your request so that you can vote personally. Therefore, I urge you to return your proxy even if you currently plan to be with us for the annual meeting.

      I look forward, with other members of management, to the opportunity of meeting you on April 25th.

Sincerely,

Michael Simpson

A. M. CASTLE & CO.

3400 North Wolf Road

Franklin Park, IL 60131

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 15, 2002

      NOTICE IS HEREBY GIVEN, that the 2002 annual meeting of stockholders of A.M. Castle & Co. (“Castle”) will be held at Castle’s principal executive offices at 3400 North Wolf Road, Franklin Park, Illinois 60131 on Thursday, April 25, 2002, beginning at 10:00 a.m., Central Daylight Savings Time, for the purposes of considering and acting upon the following:

1.	The election of eleven directors of Castle;
2.	The ratification of the appointment of Arthur Andersen LLP as Castle’s independent auditors for 2002; and
3.	The transaction of any other business that may properly come before the annual meeting.

      Stockholders of record at the close of business on March 1, 2002, only, are entitled to notice of, and to vote at, the annual meeting.

      Stockholders are urged to execute and return the accompanying proxy in the enclosed envelope, whether or not they plan to attend the annual meeting. A stockholder may revoke the proxy at any time before it is voted at the annual meeting. No postage is needed if it is mailed in the United States.

BY ORDER OF THE BOARD OF DIRECTORS

JERRY M. AUFOX

Secretary

A. M. CASTLE & CO.

3400 North Wolf Road

Franklin Park, IL 60131

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

APRIL 25, 2002

       The Board of Directors of A.M. Castle & Co. (“Castle”) is soliciting the enclosed proxy for use at Castle’s 2002 annual meeting of stockholders. Any proxy given pursuant to this solicitation may be revoked by the stockholder at any time before it is voted at the annual meeting by notifying Castle in writing or by attending the annual meeting and notifying Castle at the annual meeting, although mere attendance at the annual meeting will not automatically revoke a proxy. Holders of shares of Castle’s common stock, Castle’s only class of voting security, are entitled to one vote per share on all matters to come before the annual meeting. As of the close of business on March 1, 2002, the record date for determining the stockholders entitled to notice of and to vote at the annual meeting, there were 14,726,599 outstanding shares of Castle’s common stock.

      All of the expenses involved in preparing, assembling and mailing this proxy statement and the material enclosed herewith will be paid by Castle, including, upon request, expenses incurred by brokerage houses and fiduciaries in forwarding proxies and proxy statements to their principals. The original solicitation of proxies by mail may be supplemented by telephone, telegraph, facsimile, written and personal solicitation by officers, directors and employees of Castle; however, no additional compensation will be paid to those individuals.

      Castle’s annual report to stockholders for the year ended December 31, 2001 is enclosed with this proxy statement. Castle is first mailing this proxy statement and the enclosed proxy to stockholders on or about March 15, 2002.

PROPOSAL ONE: ELECTION OF DIRECTORS

      Eleven directors, constituting the entire Board of Directors, will be elected at the annual meeting. Proxies received by the Board of Directors will be voted for the election of the nominees named below, unless otherwise specified. If any of the nominees unexpectedly become unavailable for election, votes will be cast pursuant to authority granted by the enclosed proxy for another person designated by the Board of Directors. The persons elected as directors will serve a term of one year until the 2003 annual meeting of stockholders and until their successors are elected and qualify.

1

Nominee Information

      The following information is given for individuals who have been recommended for election by the Human Resources Committee of the Board of Directors. Set forth is the name of each nominee, the corporation or other organization which is the principal employment of the nominee, the year in which each nominee first became a director of Castle, the nominee’s age and any committee of the Board of Directors on which each nominee serves.

Edward F. Culliton	Director since 1983	Age 60
	Vice President and Chief Financial Officer of Castle. Mr. Culliton was elected Vice President in 1977 and Chief Financial Officer in 1995.
Robert W. Grubbs	Director since 2000	Age 45
	President and Chief Executive Officer of Anixter International (distributor of communication products and wire and cable) since 1996 and President and Chief Executive Officer of Anixter, Inc. since 1994. Mr. Grubbs joined Anixter in 1978. He is also a director of Anixter International.
	Chairman of Human Resources Committee
William K. Hall	Director since 1984	Age 58
	President and Chief Executive Officer of Procyon Technologies, Inc. (aerospace/ defense component manufacturer) since July 2000. Executive Consultant from 1999 to 2000 and, from 1996 until his retirement in 1999, Chairman and Chief Executive Office of Falcon Building Products, Inc. (diversified manufacturer of building products). Dr. Hall is also a director of Actuant Corporation, Gencorp, Procyon Technologies and Great Plains Energy, Inc.
	Member of Audit Committee
Robert S. Hamada	Director since 1984	Age 64
	Edward Eagle Brown Distinguished Service Professor of Finance and former Dean (1993 to 2001) University of Chicago, Graduate School of Business since 1993 and Chief Executive Officer of Merchants’ Exchange LLC since 2001. Dr. Hamada is also a director of the National Bureau of Economic Research, the Northern Trust Corporation, Fleming Companies, Inc. and Merchants’ Exchange LLC.
	Member of Human Resources Committee
Patrick J. Herbert, III	Director since 1996	Age 52
	President of Simpson Estates, Inc. (private asset management firm) since 1996.
	Member of Human Resources Committee

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John P. Keller	Director since 1980	Age 62
	President of Keller Group, Inc. (industrial manufacturing and coal mining company) since 1980. Mr. Keller is also a director of Castle Energy Corporation, OVERX, Inc. and MacLean-Fogg Co.
	Member of Audit Committee
John W. McCarter, Jr.	Director since 1983	Age 64
	President of Field Museum (Chicago) since 1997; from 1994 to 1997, Senior Vice President of Booz, Allen & Hamilton, Inc. (management consulting firm). Mr. McCarter is also a director of W.W. Grainger, Inc. and a director and trustee of The Harris Insight Funds.
	Member of Audit Committee
John McCartney	Director since 1998	Age 49
	Vice Chairman of Datatec, Ltd. (technology holding company) since 1998. From 1997 to 1998, Mr. McCartney was President, Client Access Business Unit of 3Com Corporation (computer networking company). From January 1997 until the June 1997 merger of 3Com and U.S. Robotics Corporation (computer modem company), Mr. McCartney was President and Chief Operating Officer of U.S. Robotics. From January 1996 until January 1997, he was Executive Vice President and Chief Operating Officer and, prior to January 1996, he was Executive Vice President of International Operations of U.S. Robotics. Mr. McCartney is also a director of Quotesmith.com, Inc., Datatec, Ltd. and Next Level Communication, Inc.
	Chairman of Audit Committee
G. Thomas McKane	Director since 2000	Age 58
	President and Chief Executive Officer of Castle since May 2000. From 1997 to May 2000, Senior Vice President of Emerson Electric Co. (electronic and electrical product manufacturer now known as Emerson, Inc.) and Chairman and CEO of EGS Electrical Group (a joint venture of Emerson and SPX Corp. that manufactures industrial electrical products). From 1994 to 1997, Mr. McKane was Group Vice President of Emerson and President of S-B Power Tool Co. (a joint venture of Emerson and Robert Bosch, GmbH).
John W. Puth	Director since 1995	Age 73
	Managing Member of J.W. Puth Associates LLC (consulting firm) since 1989. General Partner of BVCF III and IV (institutional venture capital funds) since 1998. Mr. Puth is also a director of Brockway Standard, Inc., L.B. Foster, Inc. and U.S. Freightways, Inc.
	Member of Human Resources Committee

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Michael Simpson	Director since 1972	Age 63
	Chairman of the Board of Castle. Mr. Simpson was elected Vice President of Castle in 1977 and Chairman of the Board in 1979.

Vote Required

      Directors will be elected at the annual meeting by a plurality of the votes cast at the annual meeting. For purposes of the election of directors, votes withheld and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

MEETINGS AND COMMITTEES OF THE BOARD

      The Board of Directors has two standing committees: an Audit Committee and a Human Resources Committee.

      The Audit Committee is comprised of four directors, none of whom may be employed on a full-time basis by Castle. All of the members of the Audit Committee are considered independent under the audit committee requirements of the American Stock Exchange’s listing standards. The Audit Committee is charged with recommending appointment of Castle’s independent auditors, consulting with the independent auditors and reviewing the results of internal audits and the audit report of the independent auditors engaged by Castle. The Audit Committee also has oversight responsibilities for investment strategies of Castle’s pension plan investments. Further, the Audit Committee is empowered to make independent investigations and inquiries into all financial reporting or other financial matters of Castle as it deems necessary. The Audit Committee meets at least twice a year. The Board of Directors has adopted a written charter for the Audit Committee, which further describes the duties and responsibilities of the Audit Committee and is attached as Appendix A to this proxy statement. The Audit Committee’s report to stockholders is provided below under “Audit Committee’s Report to Stockholders.”

      The Human Resources Committee, comprised of four directors, reviews and recommends compensation with respect to Castle’s officers and administers and directs operation of the 1996 Restricted Stock and Stock Option Plan, the 2000 Restricted Stock and Stock Option Plan and other compensation benefits granted to various officers. The Human Resources Committee is also charged with making recommendations to the Board of Directors concerning institution, continuation or discontinuation of benefit compensation plans and programs for officers and succession planning for officers and key managers. The Human Resources Committee also reviews applications and interviews and recommends nominees to the Board of Directors to be presented to stockholders at the annual meeting. The Human Resources Committee has established standards and criteria for the selection and nomination of candidates to the Board of Directors and for membership on the various committees of the Board of Directors. Any stockholder who wishes to recommend individuals for nomination to the Board of Directors is invited to do so by supplying in writing to the Human Resources Committee the name of the individual and his or her credentials and background material for review by the Human Resources Committee. The Human Resources Committee’s report to stockholders on executive compensation is provided below under “Human Resources Committee’s Report to Stockholders”.

      During 2001, the Board of Directors held six (6) total meetings, comprised of two (2) special meetings and four (4) regularly scheduled meetings. Also, there were two (2) meetings of the Audit Committee and five (5) meetings of the Human Resources Committee during 2001. Except for Messrs. Hall and McCartney, who missed three meetings, all the directors attended at least 75 percent or more of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings of any committee on which he served during 2001.

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AUDIT COMMITTEE’S REPORT TO STOCKHOLDERS

      The Audit Committee of the Board of Directors is comprised of not less than four members of the Board of Directors, all of whom are considered independent as defined in the American Stock Exchange’s audit committee requirements. The duties and responsibilities of the audit committee are outlined in the Audit Committee’s charter, which is attached as Appendix A to this proxy statement and includes the review and approval of the engagement by Castle of independent auditors. The Audit Committee also ascertains the independence and competence of the recommended independent auditors. Prior to making its recommendations to the stockholders, the Audit Committee reviewed with the independent auditors all relationships between the independent auditors, its related entities and Castle and its subsidiaries. In performing this function, the Audit Committee evaluated the written disclosures received from the independent auditors, such as the letter from the independent auditors required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and discussed with the independent auditors, including whether the provision of non-audit services referred to below under “Proposal Two — Ratification of Appointment of Independent Auditors” is compatible with maintaining their independence.

      The Audit Committee met after the close of the fiscal year with the independent auditors and management and reviewed and discussed the results of the annual audit, proposed improvements in accounting practices of Castle and the results and proposed plan of Castle’s internal audit process. The Audit Committee further discussed with the independent auditors all matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards AU380). Included in those discussions was a review of the adequacy and proposed changes in Castle’s system of internal accounting controls.

      As a result of the discussions with the independent auditors and management and the Audit Committee’s review and discussion of the fiscal year-end financial statements and in reliance on the information furnished by management, Castle’s internal auditors and the independent auditors, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2001 be included in Castle’s Annual Report on Form 10-K for the year ended December 31, 2001 for filing with the SEC.

      The Audit Committee reviews and approves, in its mid-year meeting, the proposed scope, coverage and costs of the independent auditors’ annual audit of Castle and quarterly review fees, as well as any non-audit fees required to be paid to the independent auditors. The Audit Committee further has the power to direct and supervise investigations into matters which may be requested or, in the Audit Committee’s opinion, are appropriate relating to the financial reporting and controls of Castle as well as any other matter which may fall within the scope of the Audit Committee’s responsibilities or as may from time to time be assigned to the Audit Committee by the Board of Directors.

The Audit Committee:

          John McCartney, Chairman

          William K. Hall

          John P. Keller

          John W. McCarter, Jr.

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STOCK OWNERSHIP OF NOMINEES, MANAGEMENT AND PRINCIPAL STOCKHOLDERS

Stock Ownership of Nominees and Management

      The following table sets forth the number of shares and percentage of Castle’s common stock that was owned beneficially, directly or indirectly, as of March 1, 2002 by each nominee for director and each of Castle’s four other most highly compensated executive officers in 2001 and by all nominees and executive officers as a group, with each person having sole voting and dispositive power except as indicated:

	Shares of Common
	Stock Beneficially			Percent
Name of Nominee or Executive Officer	Owned(1)			of Class
Edward F. Culliton		128,197	(2)		0.87	%
Robert W. Grubbs		1,167			0.00	%
William K. Hall		11,303			0.08	%
Robert S. Hamada		13,330			0.09	%
Patrick J. Herbert, III		3,214,456	(3)		21.82	%
John P. Keller		13,015			0.09	%
John W. McCarter, Jr.		14,053			0.09	%
John McCartney		21,000			0.14	%
G. Thomas McKane		166,668			1.13	%
John W. Puth		13,375			0.09	%
Michael Simpson		635,888	(4)		4.32	%
M. Bruce Herron		84,122			0.57	%
Stephen V. Hooks		74,095			0.50	%
Craig Wilson		30,288			0.20	%
All directors and executive officers as a group		4,594,502			31.19	%

(1)	Includes shares subject to options that are exercisable on March 1, 2002 or that become exercisable within 60 days after that date for the nominees and executive officers as follows: Mr. Culliton, 66,436 shares; Mr. Grubbs, 1,167 shares; Mr. Hall, 10,250 shares; Mr. Hamada, 11,750 shares; Mr. Herbert, 10,500 shares; Mr. Keller 11,750 shares; Mr. McCarter 11,750 shares; Mr. McCartney, 8,000 shares; Mr. McKane, 66,668 shares; Mr. Puth, 11,750 shares; Mr. Simpson, 14,334 shares; Mr. Herron, 53,926 shares; Mr. Hooks, 46,217 shares; Mr. Wilson, 18,867 shares; and all directors and executive officers as a group, 472,866 shares.
(2)	Includes 1,171 shares owned by Mr. Culliton’s wife. Mr. Culliton disclaims any beneficial interest in those shares.
(3)	Includes 62,510 shares with respect to which Mr. Herbert has sole voting power and 3,141,446 shares with respect to which Mr. Herbert shares voting power. Mr. Herbert has sole dispositive power with respect to 1,817,173 shares and shares dispositive power with respect to 936,486 shares. Mr. Herbert disclaims any beneficial interest with respect to 3,209,928 shares.
(4)	Includes 453,631 shares which Mr. Simpson also owns beneficially in five trusts, and 67,463 shares held by another trust in which he is one of five beneficiaries.

6

Principal Stockholders

      The only persons who held of record or, to the knowledge of Castle’s management, owned beneficially, more than 5% of the outstanding shares of Castle’s common stock as of March 1, 2002 are set forth below, with each person having sole voting and dispositive power except as indicated:

		Shares of Common
		Stock Beneficially		Percent
Name and Address of Beneficial Owner		Owned(1)		of Class
Patrick J. Herbert, III			3,214,456		21.82%	(1)
	Suite 1232 30 North LaSalle Street Chicago, Illinois 60602-2504
Bank One Corporation			2,298,496		15.61%
	One First National Plaza Chicago, Illinois 60670-0287
W.B. & Co., an Illinois partnership			2,270,584		15.42%	(2)
	Suite 1232 30 North LaSalle Street Chicago, Illinois 60602-2504
Merrill Lynch & Co., Inc.			848,540		5.76%	(3)
	on behalf of Merrill Lynch Investment Managers World Financial Center, North Tower 250 Vesey Street New York, New York 10381
U.S. Trust Company of New York			782,658		5.31%	(4)
	114 West 47th Street New York, New York 10036-1532

(1)	See footnote (2) under “Stock Ownership of Nominees and Management.” These shares include the shares shown in the table as beneficially owned by W.B. & Co.
(2)	The general partners of W.B. & Co. are Patrick J. Herbert, III and Simpson Estates, Inc., which share voting power with respect to these shares, Mr. Herbert has sole dispositive power with respect to 1,754,663 of these shares.
(3)	Merrill Lynch & Co., Inc. shares voting and dispositive power with respect to these shares, which are owned by its asset management subsidiaries, Merrill Lynch Investment Managers, L.P., Fund Asset Management, L.P. and QA Advisor L.L.C.
(4)	These shares are beneficially owned on behalf of others in a trust/fiduciary capacity and/or portfolio management/agency relationship and U.S. Trust Company of New York shares voting and dispositive power with respect to these shares.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires Castle’s executive officers and directors and beneficial owners of more than 10% of Castle’s common stock to file initial reports of ownership and reports of changes in ownership of Castle’s common stock with the Securities and Exchange Commission and to furnish Castle with a copy of those reports. Based solely on a review of the copies of these forms furnished to Castle and written representations from some of Castle’s executive officers and directors and stockholders that no forms were required to be filed, Castle believes that all Section 16(a) filing requirements applicable to its executive officers and directors and stockholders were met with respect to 2001.

DIRECTOR’S COMPENSATION

      Directors who are not officers of Castle or of a subsidiary of Castle receive an annual retainer of $20,000 and $1,500 for each meeting of the Board of Directors and $1,000 for each committee meeting that they attend. Directors who chair a committee of the Board of Directors receive an additional retainer of $2,000 annually.

      Under the Director’s Deferred Compensation Plan, directors who are not officers of Castle have the option to defer payments of the retainer and meeting fees in either a stock equivalent unit account or an interest account. Fees held in the interest account are credited with interest at the rate of six percent per year compounded annually. Fees deferred in the stock equivalent accounts are divided by Castle’s common stock price on the 15th day after the meeting for which payment is made to yield a number of stock equivalent units. The stock equivalent account will be credited on a dividend payment date with stock equivalent units equal to the product of the declared dividend per share multiplied by the number of stock equivalent units in the director’s account on the record date of the dividend. Disbursement of the interest account and the stock equivalent unit account can be made only upon a director’s resignation, retirement or death. If payment from the stock equivalent unit account is made in shares of Castle’s common stock, it will be made as of the date of the request or termination event, whichever occurs last.

      Under the 1995 Directors Stock Option Plan, non-employee directors are granted an option to purchase 5,000 shares of Castle’s common stock on the first business day in June of each year at a price equal to the closing price of Castle’s common stock as reported by the American Stock Exchange and/or Chicago Stock Exchange for that date or, if no trade occurred on that date, the next preceding date for which there was a reported sale. The option expires ten years after the date on which it is granted. The option also expires upon the outside director’s termination of service from the Board of Directors, unless it is due to death, disability or retirement, in which case the option may be exercised for a period of one year. Pursuant to the plan, each of the nine outside directors was granted on June 1, 2001 an option to acquire 5,000 shares at a price of $12.98 per share.

HUMAN RESOURCES COMMITTEE’S REPORT TO STOCKHOLDERS

      The executive compensation program is administered by the Human Resources Committee of the Board of Directors, which is comprised of the individuals listed below who are members of the Board of Directors with responsibilities for all compensation matters for Castle’s senior management. The Human Resources Committee has overall responsibility to review and recommend broad-based compensation plans to the Board of Directors and annual compensation, including salary, cash bonus programs, long-term incentive plans and executive benefits for Castle’s officers.

      The Human Resources Committee and Castle’s management are committed to the principal that remuneration should be commensurate with performance and the attainment of pre-determined financial and strategic objectives, while at the same time externally competitive in order to attract and keep highly qualified personnel. In carrying out this objective, the compensation for executives is broken down into three basic categories: base compensation, short-term incentive compensation and long-term incentive compensation.

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Base Compensation

      The base salary is set in the middle of the range of base salaries paid by companies of comparable size. In establishing base salaries, the Human Resources Committee utilizes outside consultants and industrial surveys to assure that the base salaries are proper and externally competitive. For 2001, the base salary of Mr. McKane, who is Castle’s President and Chief Executive Officer, was set at $400,000 per annum based on Mr. McKane’s salary history, professional experience, Castle’s performances during 2000 and surveys of base salaries paid by companies of comparable size to their chief executive officers.

Short-Term Incentive Compensation

      Castle’s Management Incentive Plan provides short-term incentive compensation opportunities. The Management Incentive Plan pays annual cash incentives upon achievement of short-term financial objectives which are set by the Board of Directors. Each year, the Board of Directors reviews and approves the business plan developed by management. Incentive compensation, which is an integral part of Castle’s compensation plan, is targeted to award payout of 50% of an individual incentive opportunity upon meeting the profit goals in the approved business plan. During 2001, incentive payouts are prorated from a maximum which is above and a minimum which is below the business plan profit goals based upon performance. An executive officer’s maximum incentive opportunity is set for each individual and, based on specific job title, can range from 50% to 100% of base compensation. Total incentive opportunity is based in part on the performance of the business segment for which the executive officer is responsible and in part on Castle as a whole. There are two components of Mr. McKane’s and other corporate officers’ incentives, return on capital utilization and earnings relative to the approved business plan. Under the plan, if the minimum established objectives are not met, no incentive compensation is paid. For 2001, the minimum business plan profit goals were not met, but there was a small payout based upon return on the capital utilization objectives of the business plan.

Long-Term Incentive Compensation

      Castle’s long-term incentive compensation for executive officers consists of restricted stock and stock options granted under the 2000 Restricted Stock and Stock Option Plan.

Stock Options

      Stock options are granted at an exercise price equal to the closing price of Castle’s common stock on the date of the grant. Each stock option becomes exercisable over a three-year period, with  1/3 becoming exercisable after each year. Each stock option expires ten years after the date of grant. The Human Resources Committee has generally granted stock options to officers each year and to other senior management and key employees every other year (even-numbered years). The option grants cover shares of Castle’s common stock authorized under the 2000 Restricted Stock and Stock Option Plan. The Human Resources Committee granted stock options in 2001 as reflected in the tables that follow this report. In 2001, Mr. McKane was granted options to purchase 120,000 shares of Castle’s common stock at an exercise price of $11.00 per share. The number of options granted by the Human Resources Committee to Mr. McKane and other officers in 2001 reflects competitive industry practice as reported and analyzed by independent industrial surveys, based on position, responsibilities and performance of the recipient.

      The tables which follow and the accompanying narrative and footnote reflect the decisions covered by the above discussion.

The Human Resources Committee:

Robert W. Grubbs, Chairman
Daniel T. Carroll
Robert S. Hamada
Patrick J. Herbert, III
John W. Puth

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table

      The following table shows, for 1999, 2000 and 2001, the cash compensation paid by Castle and its subsidiaries, as well as other compensation paid or accrued for those years, to Mr. McKane and each of Castle’s four other most highly compensated executive officers in 2001.

									Long Term Compensation
									Awards
Annual Compensation
									Restricted			Options/		All Other
							Other Annual		Stock			SARS		Compensation
Name and Principal Position	Year		Salary($)		Bonus($)		Compensation($)		Awards(s)($)			(#)		($)(3)
G. Thomas McKane		2001		400,000		18,331		16,871		—			120,000		3,766
President & CEO(1)		2000		246,589		200,000		5,157		1,206,000	(2)		200,000		—
		1999		—		—		—		—			—		—
Edward F. Culliton		2001		210,004		7,218		10,932		—			33,000		4,551
Vice President & CFO		2000		210,004		—		9,205		—			33,000		4,124
		1999		202,482		—		8,076		—			28,000		4,002
M. Bruce Herron		2001		204,990		5,637		11,373		—					3,792
Vice President—Sales (West)		2000		235,115		—		11,297		—			33,000		3,108
		1999		171,399		—		11,680		—			21,000		3,027
Stephen V. Hooks		2001		185,000		5,935		8,492		34,600			25,000		5,238
Vice President—Merchandising		2000		181,540		—		5,930		—			25,000		14,250
		1999		168,209		—		5,858		—			20,000		2,153
Craig R. Wilson		2001		155,000		47,237		1,561		—			10,000		2,698
Vice President—		2000		145,000		—		1,365		—			10,000		2,500
Advanced Materials		1999		138,000		—		2,298		—			8,000		2,500

(1)	Mr. McKane has served as President and CEO since May 2000.
(2)	Mr. McKane’s restricted stock vests 50% after one year and 25% after each of the next two years, so that it will fully vest on June 1, 2003. Mr. McKane receives dividends paid on the restricted stock during the vesting period. The market price of Castle’s common stock on the award date was $12.06.
(3)	Consists of Castle’s contribution to A.M. Castle & Co. Employees Profit Sharing Plan and Supplemental Plan.

Options Grants in 2001

      The following table sets forth information with respect to Mr. McKane and Castle’s four other most highly compensated executive officers concerning grants of stock options under Castle’s 2000 Restricted Stock and Stock Option Plan during 2001.

	Individual Grants
			Percent of
	Number of		Total
	Securities		Options/SARs			Exercise				Grant
	Underlying		Granted to			or Base				Date
	Options/SARs		Employees in			Price		Expiration		Present
Name	Granted(#)		2001			($/Sh)		Date		Value($)
G. Thomas McKane		120,000		32.2	%		11.00		7/26/11		405,600(1	)
Edward F. Culliton		33,000		8.8	%		11.00		7/26/11		111,540(1	)
M. Bruce Herron		33,000		8.8	%		11.00		7/26/11		111,540(1	)
Stephen V. Hooks		25,000		6.7	%		11.00		7/26/11		84,500(1	)
Craig R. Wilson		10,000		2.7	%		11.00		7/26/11		33,800(1	)

(1)  The grant present value was determined by using the Black-Scholes pricing model based on the following assumptions: expected volatility of 0.3, risk-free rate of return of 4.50%, dividend yield of 0% and term of exercise of ten years.

10

Aggregated Option Exercises in 2001 and Year-End Option Values

      The following table sets forth information with respect to Mr. McKane and Castle’s four other most highly compensated executive officers concerning the exercise of options during 2001 and unexercised options held as of December 31, 2001. The closing price of Castle’s common stock on the last trading day of 2001 was $8.20 per share.

					Number of
					Securities		Value of
					Underlying		Unexercised
					Unexercised		In-the-Money
					Options/SARs at		Options/SARs
					Year-End(#)		at Year-End($)
	Shares Acquired		Value Realized		Exercisable/		Exercisable/
Name	on Exercise(#)		($)		Unexercisable		Unexercisable
G. Thomas McKane		—		—		66,668/253,332		0/0
Edward F. Culliton		—		—		66,436/64,333		0/0
M. Bruce Herron		—		—		53,926/57,000		0/0
Stephen V. Hooks		—		—		46,217/48,333		0/0
Craig R. Wilson		—		—		18,867/19,333		0/0

Pension Plan Table

      The following table shows the estimated pension benefits payable to a covered participant at normal retirement age under Castle’s qualified defined benefit pension plan, as well as nonqualified supplemental pension plans that provide benefits that would otherwise be denied participants by reason of Internal Revenue Code limitations on qualified plan benefits, based on remuneration that is covered under the plan and years of service with Castle and its subsidiaries:

	Years of Service
Remuneration($)	10		15		20		25		30		35		40
145,000		24,167		36,250		48,333		60,417		72,500		84,583		96,667
185,000		30,833		46,250		61,667		77,083		92,500		107,917		123,333
200,000		33,333		50,000		66,667		83,333		100,000		116,667		133,333
250,000		41,667		62,500		83,333		104,167		125,000		145,833		166,667
275,000		45,833		68,750		91,667		114,583		137,560		160,417		183,333
300,000		50,000		75,000		100,000		125,000		150,000		175,000		200,000
325,000		54,167		81,250		108,334		135,417		162,500		189,583		216,667
400,000		66,667		100,000		133,333		166,667		200,000		233,333		266,667
450,000		75,000		112,500		150,000		187,500		225,000		262,500		300,000
500,000		83,333		125,000		166,667		208,333		250,000		291,667		333,333

      The pension benefits shown in the table above are determined by the remuneration, which is the average of the highest cash compensation paid (approximately base salary plus bonus as shown in the Summary Compensation Table) for any five consecutive years of service prior to retirement. Pensions are paid as a straight-life annuity and are subject to reduction for a joint and survivor benefit, if elected by the participant. The amounts shown in the table above are prior to reduction for social security benefits. Benefits are reduced based on one-half of the social security benefits for the individual attributable to the working period with Castle. The current fully accredited years of service for Messrs. McKane, Culliton, Herron, Hooks and Wilson under the plan are 1, 37, 31, 29 and 22 years respectively.

11

Change in Control Agreements

      Castle has entered into change in control agreements with its key executive officers. Mr. McKane’s agreement requires an acquisition of 50% of the equity or voting power of Castle and his termination without cause within the first twelve months following the date of the change in control before any payments are required. The termination without cause would also be deemed to have occurred if Mr. McKane’s duties, compensation or responsibilities were materially changed or reduced within the first twelve months. This is commonly referred to as a “double trigger.” In such an event, Mr. McKane would be entitled to payment of a lump sum equal to the higher of $800,000 or the remainder of his base compensation for the year. In addition, all options previously granted to him would vest immediately.

      The change in control agreement between Castle and Mr. Culliton also requires two events to occur before any payments are required. Upon the occurrence of the two events (the “double trigger”), this agreement provides for a lump sum, based on total compensation paid to Mr. Culliton over the twelve-month period prior to the occurrence of the change in control event, to be paid upon the executive officer’s termination of employment. The amount paid under the agreement cannot exceed 2.99 times his total average annual compensation over the prior five years. The agreement provide that, if the lump sum exceeds 2.99 times the prior year compensation due to an acceleration of vesting and exercise of previously granted stock options, the amount paid will be increased to cover the amount of any excise tax which may be levied on the amount paid.

      The change in control event set forth in the agreements is either (1) a change in ownership, direct or indirect, in excess of 25% of Castle’s outstanding shares by a group or person who did not own that amount of shares on January 25, 1996; (2) the occurrence of any transaction relating to Castle required to be described pursuant to the requirements if Item 1 of Form 8-K under the Securities Exchange Act of 1934; or (3) any change in the compositions of the Board of Directors over a two-year period that results in the directors at the beginning of that period not constituting a majority of the Board of Directors at the end of that period, excluding any new directors who are elected by or by recommendation of the then present majority of the Board of Directors.

      The executive officer’s right to payment arises if, within 24 months after the change in control event, (1) the duties or responsibilities of the executive officer are substantially changed or reduced, the executive officer is transferred or relocated or the compensation rate of the executive officer is reduced and the executive officer terminates his/her employment; (2) the executive officer is discharged for any reason other than cause, death or disability.

      On January 27, 2000, the Board of Directors approved executive severance agreements between Castle and Messrs. Edward Culliton, M. Bruce Herron and Stephen V. Hooks. The agreements provide for a lump sum payment based upon the total compensation paid to the executive officers over the twelve-month period prior to the termination event. This payment is required only upon termination by Castle without cause. In addition to the lump sum payment, health coverage and some other fringe benefits are continued for one year. In the event of death or disability or termination by the executive officer or by Castle for cause, no payments are required under the agreement. The events comprising cause are defined in the agreement and consist of such matters as: (1) a material breach by the executive officer of the duties and responsibilities of the executive officers; and (2) the executive officer’s conviction of, or plea of nolo contendere to, a felony involving willful misconduct. These agreement will expire in five (5) years.

12

FIVE-YEAR STOCKHOLDER RETURN COMPARISON

      The SEC requires Castle to include in this proxy statement a line graph comparing the yearly percentage change in the cumulative total stockholder return on Castle’s common stock to those of the S&P 500 Stock index and either a published industry consisting of metal service centers or specialty metal distributors, and since there are four competitors of Castle which are publicly held and have been actively traded on a national exchange for a period of more than one year, the Board of Directors has selected a new peer group which includes those four competitors and also includes durable goods manufacturers and distributors with comparable market capitalizations (both more and less than Castle’s). Olympic Steel, Inc. a Steel Services Center, was added to the Peer Group. Lindberg Corporation, Sames Corp (formerly Binks Manufacturing), SPS Technologies, Inc., Weirton Steel Corporation and Wynn’s International, Inc. were removed from the Peer Group. They were removed to create a Peer Group which consists of competitors of the Company and are basically the same line of business as the Company. A list of these companies follows the graph below.

LOGO

	December 31
	1996		1997 (1)		1998		1999		2000		2001
A.M. Castle & Co.		100.00		122.55		83.32		68.93		63.22		54.53
S&P 500		100.00		133.36		171.47		207.56		188.66		166.24
New Peer Group		100.00		91.36		75.69		89.13		58.57		62.14
Old Peer Group		100.00		110.93		105.52		96.51		92.29		80.68

Peer Group Companies:

Metals USA, Inc.(1)	Ryerson Tull, Inc.
Olympic Steel, Inc.	Steel Technologies, Inc.
Reliance Steel & Aluminum Co.

(1)  Metals USA, Inc.’s common stock was first publicly traded during the third quarter of 1997.

13

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF

INDEPENDENT AUDITORS

      Upon the recommendation of the Audit Committee, the Board of Directors has, subject to ratification by the stockholders, appointed Arthur Andersen LLP to examine the consolidated financial statements and other records of Castle for the fiscal year ending December 31, 2002, and Castle’s management will present a proposal at the annual meeting that the stockholders ratify that appointment.

      During 2001, Arthur Andersen LLP examined the financial statements of Castle and its subsidiaries, including those included in the annual report to stockholders, and consulted on annual and quarterly reports filed with the SEC and others.

      Each year the Audit Committee reviews and approves in advance the scope of the annual audit by Castle’s independent auditors. The Audit Committee also approves all non-audit professional services, including the examination of the financial statements of the Employee Retirement Plan, Profit Sharing Plan and review of tax returns. The Audit Committee approved the non-audit services and considered the possible effect on the auditors’ independence at its October meeting prior to those services being performed.

      As in past years, representatives of Arthur Andersen LLP are expected to be present at the annual meeting with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from stockholders.

Audit Fees

      The aggregate fees billed by Arthur Andersen LLP for the audit of Castle’s 2001 annual financial statements and the review of its 2001 quarterly financial statements were $290,750.

Financial Information Systems Design and Implementation Fees

      Castle did not incur any fees to Arthur Andersen LLP during 2001 for professional services with respect to financial information systems design and implementation.

All Other Fees

      The fees billed by Arthur Andersen LLP to Castle for audit related fees (which consist of statutory audit, benefit plan audit and accounting consultation) amounted to $87,000 and all other services amounted to $22,200. The aggregate of these fees for services rendered during 2001 were $109,200.

Vote Required

      The favorable vote of the holders of a majority of the shares of Castle’s common stock represented in person or by proxy at the annual meeting will be required to ratify the appointment. If the appointment is not ratified at the annual meeting, the matter will be referred to the Audit Committee for a recommendation to the Board of Directors.

OTHER MATTERS

      The Board of Directors does not know of any matters to be presented at the annual meeting other than the matters set forth in the notice and described in this proxy statement. However, if any other matters properly come before the annual meeting, it is intended that the holders of the proxies will vote on those matters in their discretion.

14

STOCKHOLDER PROPOSALS

      In order for proposals by stockholders to be considered for inclusion in Castle’s proxy statement and form of proxy for Castle’s 2003 annual meeting of stockholders, Maryland Law and the Company’s Bylaws require that any stockholder who proposes a nominee for election as a director or any other matter for consideration at a meeting of stockholders provide notice of the nomination or proposal to Castle during the period 90 to 120 days before the anniversary of the date of the prior year’s annual meeting, which will require notice between December 27, 2002 and January 26, 2003 for nomination or proposals to be presented at Castle’s 2003 annual meeting of stockholders.

Jerry M. Aufox

Secretary

March 15, 2002

15

APPENDIX A

AUDIT COMMITTEE

      BE IT RESOLVED, that the Audit Committee of the Board of Directors be comprised of a least four (4) members of the Board, all of whom shall be directors who are not employed on a fulltime basis by the Company. The primary functions and duties of the Committee are:

1.	To recommend to the Board, subject to stockholder approval, the engagement or discharge of the independent auditors.
2.	To review and approve the proposed scope, coverage and cost of the independent auditors’ annual audit.
3.	To review, with the independent auditors and management, the results of the annual audit and proposed improvements in accounting practices and control.
4.	To review and sign, as required, reports and statements submitted on behalf of the Board to the SEC.
5.	To approve non-audit professional services provided by the independent auditors.
6.	To review and approve any non-audit fees of the independent auditors.
7.	To review the independence and competence of the independent auditors.
8.	To review, with the independent auditors, the plan and results of the Company’s internal audit procedures.
9.	To review the adequacy of the Company’s system of internal accounting control.

10.	To direct and supervise the investigations into matters within the scope of the Committee’s duties.
11.	To investigate or inquire into matters as may be required or appropriate relating to the financial reporting and control of the Company.

      In the performance of these duties, the Audit Committee shall meet not less than two (2) times per year and shall present minutes of such meetings to the entire Board for review at its next regularly scheduled meeting.

A-1

P  R  O  X  Y

This Proxy is Solicited on Behalf of the Board of Directors
A.M. CASTLE & CO.
Annual Meeting of Stockholders on April 25, 2002

     The undersigned hereby constitutes and appoints Michael Simpson and John P. Keller, and each of them, the true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Stockholders of A.M. Castle & Co. to be held at the office of A.M. Castle & Co., 3400 North Wolf Road, Franklin Park, Illinois on Thursday, April 25, 2002, and at any adjournments thereof, and to cast at such meeting the votes that the undersigned would be entitled to cast if present at such meeting, in accordance with the following instructions. IF NO INSTRUCTIONS ARE INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL ITEMS ON THE REVERSE SIDE AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ALL OTHER MATTERS THAT ARE PROPERLY PRESENTED AT THE MEETING.

     The following persons are the nominees for the election of directors:

     Edward F. Culliton, Robert W. Grubbs, William K. Hall, Robert S. Hamada, Patrick J. Herbert, III, John P. Keller, John W. McCarter, Jr., John McCartney, G. Thomas McKane, John W. Puth, and Michael Simpson.

     You are encouraged to specify your choices by marking the appropriate boxes, on the reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The proxy holders cannot vote your shares unless you sign and return this card.

SEE REVERSE SIDE

Please mark your
votes as in this
example

This Proxy when properly executed will be voted in the manner directed herein. If no direction is made, this proxy will be votedFOR all items below.

		FOR all nominees	WITHHOLD vote from all nominees			FOR	AGAINST	ABSTAIN
1.	Election of directors (See reverse side).			2.	Approval of Arthur Andersen LLP as independent accountants for the year 2002.
	FOR, except vote withheld from the following nominee(s):					Change of Address

SIGNATURE(S): DATE: , 2002 DATE: , 2002

Please sign exactly as name appears hereon. If shares are held jointly, each joint tenant should sign. If signing as attorney, executor, administrator, trustee or guardian or as officer of a corporation or other entity, please give full title.