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

Date of report (Date of earliest event reported) - October 8, 2007

1-9117

Commission file number

RYERSON INC.

(Name of Issuer)

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

2621 West 15^th Place

Chicago, Illinois 60608

(Address of principal executive offices)

Registrant’s telephone number, including area code: (773) 762-2121

Not applicable

(Former name or former address, if changed since last report)

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 October 8, 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 December 31, 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 September 30, 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.

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.

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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: October 8, 2007		/s/ Lily L. May
	By:	Lily L. May
	Its:	Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated October 8, 2007, providing notice of the conversion rights for the Company’s Convertible Notes.

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EX-99.1

EXHIBIT 99.1

      For additional information:     Terence R. Rogers,     VP Finance and Treasurer     773.788.3720     N  E  W  S     R  E  L  E  A  S  E

NOTICE OF CONVERSION RIGHT FOR CONVERTIBLE SENIOR NOTES

Chicago, IL, October 8, 2007 – The Ryerson Inc. (NYSE: RYI) common stock price exceeded $26.71 for each of the thirty final trading days of the calendar quarter ended September 30, 2007, thus providing conversion rights to holders of the 3.50% Convertible Senior Notes due 2024 during the fourth calendar quarter of 2007. When the Ryerson common stock price exceeds 125% of the $21.37 conversion price, or $26.71, for at least twenty trading days during the final thirty consecutive trading days any of the calendar quarter then under the indenture for the 3.50% Convertible Senior Notes due 2024, the note holders have the right during the subsequent calendar quarter to convert the notes.

Note holders who convert pursuant to this notice will receive: a) $1,000 in cash and b) a number of shares of Ryerson Common Stock having a value equal to the amount that 46.7880 shares of Ryerson Common Stock times the average closing stock price over the ten trading days prior to the conversion exceeds $1,000. Holders that convert Notes because the Notes have become convertible as described above will not receive any additional shares (as defined in the indenture) upon conversion.

Note holders also have the right to convert their notes, as announced in a notice issued by Ryerson on October 2, 2007 as a result of the merger between Ryerson and an affiliate of Platinum Equity LLC, which constitutes a “fundamental change” under the indenture. Note holders who convert pursuant to this fundamental change will receive: a) $1,000 in cash, b) a number of shares of Ryerson Common Stock having a value equal to the amount that 46.7880 shares of Ryerson Common Stock times the average closing stock price over the ten trading days prior to the conversion exceeds $1,000, and c) additional shares (as defined in the indenture). If the merger occurs on October 19, 2007, each $1,000 principal amount of notes would be convertible into 1.1026 additional shares of Ryerson common stock. The number of additional shares to which holders of the notes will be entitled will decrease for each day after October 19, 2007 that the merger is delayed.

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

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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.