8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 5, 2007

(Date of report; date of earliest event reported)

Commission file number: 1-9117

RYERSON INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3425828
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2621 West 15^th Place

Chicago, Illinois 60608

(Address of principal executive offices)

(Zip Code)

(773) 762-2121

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On April 5, 2007, Ryerson Inc. (the “Company”) announced that its 3.50% Convertible Senior Notes due 2024 (the “Convertible Notes”) will be convertible during the fiscal quarter ending June 30, 2007 due to a conversion condition having been met. The Company issued the Convertible Notes under an Indenture dated as of November 10, 2004 among the Company, Ryerson Procurement Corporation and the Bank of New York, as Trustee (the “Indenture”). The discussion herein is qualified in its entirety by the text of the Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 10, 2004.

Under the terms of the Indenture, the Convertible Notes are convertible, at the option of holders, at any time during a fiscal quarter if the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last day of the preceding calendar quarter is equal to or greater than 125% of the applicable conversion price on such last trading day. The conversion condition was met when the Company’s common stock exceeded $26.71 per share for the 20 trading days in the last 30 trading days ending March 31, 2007. Upon conversion, the Company will deliver cash for the lesser of the principal amount of Convertible Notes tendered for conversion and the conversion value. To the extent that the conversion value exceeds the principal amount of the Convertible Notes, the Company will issue shares in amounts computed in accordance with the terms of Article 15 of the Indenture.

The ability of holders of the Convertible Notes to convert will expire on June 30, 2007, unless the conversion condition is met again in the last 30 trading days of the second calendar quarter 2007.

Item 9.01 Financial Statements and Exhibits

(a) None

(b) None

(c) None

(d) A list of exhibits is attached hereto as an Exhibit Index and is incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 6, 2007		/s/ Lily L. May
	By:	Lily L. May
	Its:	Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated April 5, 2007, providing notice of the conversion rights for the Company’s Convertible Notes.

EX-99.1

EXHIBIT 99.1

NOTICE OF CONVERSION RIGHT FOR CONVERTIBLE SENIOR NOTES

Chicago, IL, April 5, 2007 – Ryerson Inc.’s (NYSE: RYI) 3.50% Convertible Senior Notes due 2024 will be convertible during the fiscal quarter ending June 30, 2007 due to a conversion condition having been met. The company issued these notes under an indenture that provides that the notes are convertible, at the option of the holders, at any time during a fiscal quarter if during the last 30 consecutive trading days of the preceding quarter, the company’s common stock trades at a price exceeding 125% of the conversion price for 20 trading days. On conversion, the company will pay, for each $1,000 principal amount of notes being converted, an amount equal to $1,000 plus, to the extent the conversion value exceeds $1,000, shares of common stock of the company.

The conversion condition was met when the closing price of Ryerson Inc.’s common stock price exceeded $26.71 for each of the thirty final trading days of the calendar quarter ended March 31, 2007.

Note holders interested in converting should follow the procedures detailed in the indenture between the company and the Bank of New York, which indenture is available on the company’s website www.ryerson.com under the investor relations tab as an exhibit to the company’s Current Report on Form 8-K filed on December 13, 2004.

If all the notes had been converted as of March 31, 2007, the company would have issued approximately 3.8 million shares of common stock and paid approximately $175 million in cash. The company believes that cash flow from operations and availability under its credit and securitization facilities provides sufficient funds to repay the cash portion of any note conversions during the second quarter of 2007. As of March 31, 2007, the combined borrowing availability under the credit and securitization facilities was $451 million.

The company reports earnings per share on a diluted basis and the calculation of diluted earnings per share for the year ended December 31, 2006 was based on 28.7 million shares, including 1.3 million shares related to the convertible notes based on the weighted average common stock price over the

period. For the three months ending March 31, 2007, the diluted earnings per share calculation will include 2.9 million shares related to the convertible notes based on the weighted average common stock price for the first quarter of 2007.

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Ryerson Inc.

Ryerson Inc. is a leading distributor and processor of metals in North America, with 2006 revenues of $5.9 billion. The Company services customers through a network of service centers across the United States and in Canada, Mexico, India, and China.