6-K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of April 2005

Commission File Number: 0-22774

RUSSEL METALS INC.
(Translation of registrant's name into English)

1900 Minnesota Court, Suite 210 Mississauga, Ontario, L5N 3C9
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F......... Form 40-F...X......

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ..... No ..X...

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

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, thereunto duly authorized.

	Russel Metals Inc.
	(Registrant)
Date:  April 27, 2005	By: /s/BRIAN R. HEDGES
	Brian R. Hedges
	Executive Vice President & CFO

Documents Included as Part of this Report:

No.	Document
1.	Press Release - Russel Metals First Quarter 2005 Earnings
2.	Press Release Financial Statements First Quarter 2005
3.	Press Release - Russel Metals Declares Dividend for Common Shares
4.	Report to Shareholders for the First Quarter Ended March 31, 2005
5.	Consolidated Financial Statements for the Three Months Ended March 31, 2005
6.	Management's Discussion and Analysis for the Three Months Ended March 31, 2005
7.	Form 52-109FT2 - Certification by CEO of Interim Filings During Transition Period
8.	Form 52-109FT2 - Certification by CFO of Interim Filings During Transition Period

EX-99

NEWS

FOR IMMEDIATE RELEASE

TSX STOCK SYMBOL: RUS

RUSSEL METALS ANNOUNCES STRONG 1ST QUARTER 2005 EARNINGS OF $0.67 PER SHARE

TORONTO, CANADA -- April 27, 2005 -- Russel Metals Inc. reported first quarter 2005 net earnings of $33.4 million or $0.67 per share.  Net earnings were 32% ahead of the 2004 first quarter net earnings of $25.3 million or $0.53 per share.  In the first quarter of 2005 revenues increased by 35% to $694.7 million from $512.9 million in the first quarter of 2004.

The first quarter 2005 results included pre-tax restructuring costs of $0.4 million mainly related to assets held for sale.  The first quarter of 2004 results included charges of $11.3 million for the long-term debt restructuring and $0.8 million related to the Acier Leroux acquisition. After adjusting for these charges, the first quarter 2005 adjusted earnings were unchanged at $0.67 per share, compared to the first quarter 2004 adjusted earnings of $0.73 per share.

Bud Siegel, President and Chief Executive Officer, commented, "Whereas our 2005 first quarter results are strong, they reflect the industry trend to lower prices which was identified when the fourth quarter results were announced.  I am pleased to note that the energy tubular products segment had record profits from operations of $17.4 million, ahead of both the fourth quarter of 2004 and the first quarter of 2004.

In metals service centers, the steep increase in the price of steel during the first quarter of 2004 caused margins to expand and resulted in inventory holding gains of approximately $20 million.  The first quarter of 2005 saw a decline in the price of steel, resulting in lower margins due to higher priced inventories.  First quarter of 2005 metals service centers segment operating profits were $31.4 million, down from $41.8 million in the first quarter of 2004.  The metals service centers segment operating profits were in line with expectations.

The steel distributors segment experienced the same margin pressure caused by declining steel prices.  The first quarter of 2005 operating profits were $15.0 million, in line with the $15.3 million recorded in the first quarter of 2004.  The steel distributors segment results were slightly ahead of expectations due to higher volumes."

Brian Hedges, Executive Vice President and Chief Financial Officer, stated, "The $70 million increase in total revenue from the fourth quarter of 2004 resulted in a $58 million increase in accounts receivable.  Bank borrowings increased in the first quarter due to the previously disclosed $91 million reduction in income taxes payable and accounts payable related to the results of 2004.  The strong cash flow generated from operations of $44 million, in addition to the $27 million generated from inventory reductions in the first quarter of 2005, partially offset those increases.  Overall, there was a negative cash flow from operating activities of $78 million in the first quarter.  It is anticipated that the cash from operating activities will be positive in the second quarter."

Total interest bearing debt increased by $83.7 million to $328.0 million in the first quarter compared with the December 31, 2004 balance.  The debt to total balance sheet capitalization is 40% versus 35% at year-end.

The Board of Directors approved a quarterly dividend of 20 cents per common share payable June 15, 2005 to shareholders of record as of May 10, 2005.

The Company will be holding an Investor Conference Call on Thursday, April 28, 2005 at 9:00 a.m. ET to review its first quarter results for 2005.  The dial in telephone number for the call is 1-800-291-5032.

For those unable to participate in the conference call, it will be recorded and available for listening at 1-800-558-5253 until midnight, May 5, 2005.  You will be required to enter reservation number 21214190 in order to access the call.

Additional supplemental financial information is available in our investor conference call package located on our website at www.russelmetals.com.

Russel Metals is one of the largest metals distribution companies in North America.  It carries on business in three distribution segments: metals service centers, energy tubular products and steel distributors, under various names including Russel Metals, A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, Arrow Steel Processors, B&T Steel, Baldwin International, Comco Pipe and Supply, Fedmet Tubulars, Leroux Steel, McCabe Steel, Mégantic Métal, Métaux Russel, Milspec Industries, Pioneer Pipe, Russel Leroux, Russel Metals Williams Bahcall, Spartan Steel Products, Sunbelt Group, Triumph Tubular & Supply, Vantage Laser, Wirth Steel and York-Ennis.

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For further information, contact:
Brian R. Hedges, C.A.
Executive Vice President
and Chief Financial Officer
Russel Metals Inc.
(905) 819-7401
E-mail: info@russelmetals.com
Website: www.russelmetals.com

EX-99

RUSSEL METALS INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	March 31,	December 31,
($000)	2005	2004
ASSETS
Current
Cash	$          1,831	$             634
Accounts receivable	419,173	360,696
Inventories	527,581	553,915
Prepaid expenses and other assets	6,028	7,069
Income taxes recoverable	1,878	5,996
Discontinued operations (Note 4)	-	9,483
	956,491	937,793
Property, Plant and Equipment	181,572	180,655
Assets Held For Sale (Note 4)	3,084	6,291
Deferred Financing Charges	8,128	8,357
Goodwill	9,205	9,205
Future Income Tax Assets	1,709	1,614
Other Assets	2,805	2,566
	$  1,162,994	$  1,146,481
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness (Note 8)	$     118,137	$      33,242
Accounts payable and accrued liabilities	315,329	348,166
Income taxes payable	3,666	60,049
Discontinued operations (Note 4)	3,016	9,403
	440,148	450,860
Other Accrued Liabilities	10,840	11,440
Long-Term Debt	211,680	210,630
Pensions and Benefits (Note 9)	10,025	10,146
Future Income Tax Liabilities	6,199	6,831
	678,892	689,907
Shareholders' Equity (Note 10)
Shareholders' equity	484,102	456,574
	484,102	456,574
	$  1,162,994	$   1,146,481

RUSSEL METALS INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(UNAUDITED)
	Quarters ended March 31,
($000, except per share data)	2005	2004
Revenues	$   694,667	$   512,879
Cost of sales and operating expenses	635,871	452,988
Earnings before the following	58,796	59,891
Restructuring costs (Note 11)	(405)	(832)
Debt restructuring costs	-	(11,310)
Interest expense (Note 3)	(4,899)	(5,156)
Earnings before income taxes	53,492	42,593
Provision for income taxes	(20,010)	(16,997)
Earnings from continuing operations	33,482	25,596
Loss from discontinued operations	(38)	(292)
Net earnings for the period	33,444	25,304
Retained earnings --
Dividends on preferred shares	-	(611)
Earnings available to common
shareholders	33,444	24,693
Dividends on common shares	(10,015)	(3,915)
Retained earnings, beginning of the period	262,733	110,502
Retained earnings, end of the period	$   286,162	$   131,280
Basic earnings per common share - continuing operations	$         0.67	$         0.54
Basic earnings per common share	$         0.67	$         0.53
Diluted earnings per common share - continuing operations	$         0.66	$         0.53
Diluted earnings per common share	$         0.66	$         0.52

RUSSEL METALS INC.
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
	Quarters ended March 31,
($000)	2005	2004
Operating activities
Earnings from continuing operations	$     33,482	$     25,596
Depreciation and amortization	4,637	4,632
Future income taxes	5,686	(349)
(Gain) loss on sale of fixed assets	(1)	139
Stock-based compensation	193	390
Debt redemption costs	-	2,096
Cash from operating activities before working capital	43,997	32,504
Changes in non-cash working capital items
Accounts receivable	(58,296)	(92,428)
Inventories	26,635	(18,346)
Accounts payable and accrued liabilities	(32,251)	48,432
Current income taxes	(58,719)	8,157
Other	1,041	(1,088)
Change in non-cash working capital	(121,590)	(55,273)
Cash used in operating activities	(77,593)	(22,769)
Financing activities
Increase (decrease) in bank borrowing	84,895	(70,916)
Issue of common shares	3,716	50,125
Issuance of long-term debt	-	235,200
Redemption of long-term debt	-	(157,618)
Redemption of preferred shares	-	(30,000)
Dividends on common shares	(10,015)	(3,915)
Dividends on preferred shares	-	(611)
Deferred financing costs	(125)	(6,959)
Cash from financing activities	78,471	15,306
Investing activities
Purchase of fixed assets	(5,076)	(6,706)
Proceeds on sale of fixed assets	123	239
Other	1,221	(318)
Cash used in investing activities	(3,732)	(6,785)
Discontinued operations
Operating activities	(38)	(221)
Investing activities	4,089	(13)
Cash from (used in) discontinued operations	4,051	(234)
Increase (decrease) in cash	1,197	(14,482)
Cash position, beginning of the period	634	19,008
Cash position, end of the period	$       1,831	$      4,526

EX-99

NEWS

FOR IMMEDIATE RELEASE

TSX STOCK SYMBOL:       RUS

RUSSEL METALS DECLARES DIVIDEND FOR COMMON SHARES

TORONTO, CANADA --April 27, 2005 --Russel Metals Inc. announced today that it has declared a dividend in the amount of Cdn 20 cents per share on its Common Shares, payable on June 15, 2005 to shareholders of record at the close of business on May 10, 2005.

Russel Metals is one of the largest metals distribution companies in North America.  It carries on business in three metals distribution segments: metals service centers, energy tubular products and steel distributors, under various names including Russel Metals, A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, Arrow Steel Processors, B&T Steel, Baldwin International, Comco Pipe and Supply, Fedmet Tubulars, Leroux Steel, McCabe Steel, Mégantic Métal, Métaux Russel, Milspec Industries, Pioneer Pipe, Russel Leroux, Russel Metals Williams Bahcall, Spartan Steel Products, Sunbelt Group, Triumph Tubular & Supply, Vantage Laser, Wirth Steel and York-Ennis.

-30-

For further information, contact:
Elaine G. Hillis,
Assistant Secretary
Russel Metals Inc.
(905) 819-7419
Web site: www.russelmetals.com
e-mail: info@russelmetals.com

EX-99

RUSSEL METALS INC.
REPORT TO SHAREHOLDERS
FIRST QUARTER REPORT
FOR THE PERIOD ENDED MARCH 31, 2005

The current steel cycle continues to generate strong results with conflicting messages.  Will steel producers continue reducing prices on certain products? Will international steel producers continue to find alternate markets to North America for their product?  Will raw material input costs for steel producers continue to fluctuate? Will demand for carbon steel products in North America continue to weaken? Through all of the uncertainty, Russel Metals continues to report strong profit levels.

Net earnings for the quarter ended March 31, 2005 were $33.4 million or $0.67 per share compared to $25.3 million or $0.53 in the same quarter last year.  Revenue was $695 million for the first quarter of 2005, up 35% from $513 million in the first quarter last year and up 11% from the fourth quarter of 2004.

The first quarter 2005 reported net earnings included $0.4 million pre-tax restructuring costs mainly related to assets held for sale.  Earnings per share for the first quarter of 2005 would be unchanged at $0.67 without this charge.  The first quarter 2004 net earnings included before tax charges of $11.3 million related to the redemption of long-term debt, $0.8 million for restructuring costs related to the Acier Leroux acquisition and a loss from discontinued operations of $0.3 million.  These charges impacted 2004 first quarter earnings by $0.20 per share.  Without these charges, earnings per share would have been $0.73 for the first quarter of 2004, slightly ahead of 2005.  This is partly due to the approximately $20 million of inventory holding gains realized last year when steel prices were increasing.  These inventory gains have not been replicated in 2005.

In the first quarter of 2005, the business segments all experienced margin pressure since year-end, as forecasted, with lower margins partially offset by stronger revenues.  Margins in our most seasonal business, the energy tubular products segment, while weaker than the fourth quarter last year are stronger than the first quarter of 2004. This segment produced record operating profits of $17.4 million versus $7.7 million in the first quarter of 2004 due to higher volumes and pricing.  The oil and gas sector in Alberta remains very strong and all three of our Alberta based energy tubular products operations will continue to benefit from the drilling activity.

The metals service centers and steel distributors segments both experienced higher revenues when compared with last year combined with lower margins as steel prices declined and inventory holding profits realized in 2004 were not repeated.  The $31.4 million operating profit from metals service centers and $15.0 million operating profit from the steel distributors were both slightly stronger than forecast due to higher selling prices.  Steel prices continue to experience downward pressures in certain products, albeit they are higher than they were last year at this time. 

The $84 million increase in bank indebtedness, net of cash, was also forecast at year-end due to the reduction in accounts payable and taxes payable related to the 2004 results.  The major sources of cash were the $44 million positive cash flow from operations and $27 million reduction in inventory levels.  The major cash outlays were $91 million to reduce the accounts payable and taxes payable, $58 million to fund higher accounts receivable balances caused by higher revenues, $5 million for fixed assets purchases and $10 million for the payment of dividends to common shareholders.  It is anticipated that a positive cash flow will be generated from operating activities over the balance of 2005.

We are pleased to report that the Board of Directors approved a quarterly common share dividend of $0.20 per common share payable June 15, 2005.

Outlook

It remains difficult to predict the economic growth rate for the North American and International markets, as they are now intertwined when it comes to the consumption of both steel and the raw material inputs that go into the manufacture of steel mill products.  Furthermore, we are in a “wait and see” posture regarding the actions of the steel producers as their input costs remain higher than normal but demand continues to fluctuate in North America.

As we have already indicated, the primary risk in this market is the possibility of a steep reduction in steel pricing.  As such, our inventory levels will continue to be reduced during 2005 as we focus on working to minimize our inventory exposure.  The gross margins of all three business segments will continue to narrow until there is stability in steel pricing in concert with strong demand.  The 2005 results, while below those of 2004, are expected to generate, by a considerable margin, our second best year of earnings.

(signed) E.M. Siegel, Jr.
President and Chief Executive Officer

Dated April 27, 2005

EX-99

Management's Report to the Shareholders

The accompanying interim consolidated financial statements of Russel Metals Inc. for the quarter ended March 31, 2005, have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company.  These interim consolidated financial statements were prepared in accordance with Canadian generally accepted accounting principles and, where appropriate, reflect management's best estimates and judgements.  Management is responsible for the accuracy, integrity and objectivity of the interim consolidated financial statements within reasonable limits of materiality with that contained in the consolidated financial system.

To assist management in the discharge of these responsibilities, the Company maintains a system of internal controls designed to provide reasonable assurance that its assets are safeguarded; that only valid and authorized transactions are executed; and that accurate, timely and comprehensive financial information is prepared.

The Company's Audit Committee is appointed annually by the Board of Directors and is comprised of unrelated Directors.  The Audit Committee meets with management to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the interim consolidated financial statements, the management's discussion and analysis and the report to shareholders.  The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements, the management discussion and analysis and the report to shareholders for presentation to the shareholders.

The interim consolidated financial statements have not been reviewed by the Company's external auditors Deloitte & Touche LLP.

Dated April 27, 2005

(signed) E. M. Siegel, Jr.	(signed) Brian R. Hedges
President and Chief Executive Officer	Executive Vice President and
	Chief Financial Officer

RUSSEL METALS INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	March 31,	December 31,
($000)	2005	2004
ASSETS
Current
Cash	$          1,831	$             634
Accounts receivable	419,173	360,696
Inventories	527,581	553,915
Prepaid expenses and other assets	6,028	7,069
Income taxes recoverable	1,878	5,996
Discontinued operations (Note 4)	-	9,483
	956,491	937,793
Property, Plant and Equipment	181,572	180,655
Assets Held For Sale (Note 4)	3,084	6,291
Deferred Financing Charges	8,128	8,357
Goodwill	9,205	9,205
Future Income Tax Assets	1,709	1,614
Other Assets	2,805	2,566
	$  1,162,994	$  1,146,481
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness (Note 8)	$     118,137	$      33,242
Accounts payable and accrued liabilities	315,329	348,166
Income taxes payable	3,666	60,049
Discontinued operations (Note 4)	3,016	9,403
	440,148	450,860
Other Accrued Liabilities	10,840	11,440
Long-Term Debt	211,680	210,630
Pensions and Benefits (Note 9)	10,025	10,146
Future Income Tax Liabilities	6,199	6,831
	678,892	689,907
Shareholders' Equity (Note 10)
Shareholders' equity	484,102	456,574
	484,102	456,574
	$  1,162,994	$   1,146,481

ON BEHALF OF THE BOARD,

(signed) C.R. Fiora	(signed) R. Hartog
Director	Director

RUSSEL METALS INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(UNAUDITED)
	Quarters ended March 31,
($000, except per share data)	2005	2004
Revenues	$   694,667	$   512,879
Cost of sales and operating expenses	635,871	452,988
Earnings before the following	58,796	59,891
Restructuring costs (Note 11)	(405)	(832)
Debt restructuring costs	-	(11,310)
Interest expense (Note 3)	(4,899)	(5,156)
Earnings before income taxes	53,492	42,593
Provision for income taxes	(20,010)	(16,997)
Earnings from continuing operations	33,482	25,596
Loss from discontinued operations	(38)	(292)
Net earnings for the period	33,444	25,304
Retained earnings --
Dividends on preferred shares	-	(611)
Earnings available to common
shareholders	33,444	24,693
Dividends on common shares	(10,015)	(3,915)
Retained earnings, beginning of the period	262,733	110,502
Retained earnings, end of the period	$   286,162	$   131,280
Basic earnings per common share - continuing operations	$         0.67	$         0.54
Basic earnings per common share	$         0.67	$         0.53
Diluted earnings per common share - continuing operations	$         0.66	$         0.53
Diluted earnings per common share	$         0.66	$         0.52

RUSSEL METALS INC.
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
	Quarters ended March 31,
($000)	2005	2004
Operating activities
Earnings from continuing operations	$     33,482	$     25,596
Depreciation and amortization	4,637	4,632
Future income taxes	5,686	(349)
(Gain) loss on sale of fixed assets	(1)	139
Stock-based compensation	193	390
Debt redemption costs	-	2,096
Cash from operating activities before working capital	43,997	32,504
Changes in non-cash working capital items
Accounts receivable	(58,296)	(92,428)
Inventories	26,635	(18,346)
Accounts payable and accrued liabilities	(32,251)	48,432
Current income taxes	(58,719)	8,157
Other	1,041	(1,088)
Change in non-cash working capital	(121,590)	(55,273)
Cash used in operating activities	(77,593)	(22,769)
Financing activities
Increase (decrease) in bank borrowing	84,895	(70,916)
Issue of common shares	3,716	50,125
Issuance of long-term debt	-	235,200
Redemption of long-term debt	-	(157,618)
Redemption of preferred shares	-	(30,000)
Dividends on common shares	(10,015)	(3,915)
Dividends on preferred shares	-	(611)
Deferred financing costs	(125)	(6,959)
Cash from financing activities	78,471	15,306
Investing activities
Purchase of fixed assets	(5,076)	(6,706)
Proceeds on sale of fixed assets	123	239
Other	1,221	(318)
Cash used in investing activities	(3,732)	(6,785)
Discontinued operations
Operating activities	(38)	(221)
Investing activities	4,089	(13)
Cash from (used in) discontinued operations	4,051	(234)
Increase (decrease) in cash	1,197	(14,482)
Cash position, beginning of the period	634	19,008
Cash position, end of the period	$       1,831	$      4,526

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
1.	These interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles; however, they do not include all of the disclosure requirements for annual consolidated financial statements.  These interim consolidated financial statements follow the same accounting policies disclosed in Note 1 to the 2004 annual consolidated financial statements.  These interim consolidated financial statements should be read in conjunction with the 2004 annual consolidated financial statements including notes thereto.  These interim consolidated financial statements contain all adjustments necessary for a fair presentation of the results for the periods reported.

2.

Economic Cycle

All three of the metals operating segments are significantly affected by economic cycles in the markets where they operate.  Revenues and operating profits in the energy sector are also affected by oil and gas drilling in western Canada, which is predominantly carried out during the period from October to March.  For these reasons, the results of operations for the periods shown are not necessarily indicative of the results for the full year.

3.	Interest Expense
		Quarters ended March 31,
	($000)	2005	2004
	Interest on long-term debt	$     3,770	$     4,479
	Other interest expense	1,129	677
	Total Interest	$     4,899	$     5,156

Interest paid in the quarter ended March 31, 2005 was $10.4 million (2004: $4.4 million).

4.

Discontinued Operations and Divestiture

On February 23, 2005, the Company sold its investment in Poutrelles Delta Inc., previously classified as discontinued, for $4.1 million in cash.  The write-down to fair value at December 31, 2004 resulted in no additional gain or loss on sale in the quarter.  The revenue generated by this operation prior to sale was $3.0 million (2004:  $3.0 million) and pre-tax loss was $71,000 (2004:  $0.5 million).  The revenue and results of operations for the prior period have been reclassified as discontinued.

5.	Stock-based Compensation
	During the quarter ended March 31, 2005, the Company did not issue stock options.  During the quarter ended March 31, 2004, the Company issued 888,500 stock options at an exercise price of $9.15.
6.	Asset Retirement Obligation
	During the quarter ended March 31, 2005, the Company re-evaluated its estimated probabilities relating to its asset retirement obligation at its Thunder Bay Terminals operation.  This resulted in an increase in the discounted probability-weighted asset retirement obligation of $277,000 and the undiscounted probability-weighted obligation of $1.2 million.

7.	Segmented Information
		Quarters ended March 31,
	($000)	2005	2004
	Segment Revenues
	Metals service centers	$     400,810	$     335,118
	Energy tubular products	162,259	96,123
	Steel distributors	130,114	79,786
		693,183	511,027
	Other	1,484	1,852
		$     694,667	$     512,879
	Segment Operating Profits
	Metals service centers	$       31,406	$       41,773
	Energy tubular products	17,391	7,727
	Steel distributors	14,997	15,298
		63,794	64,798
	Other income (loss)	(930)	(564)
	Corporate expenses	(4,068)	(4,343)
		$         58,796	$        59,891

	March 31,	December 31,
($000)	2005	2004
Identifiable Assets
Metals service centers	$      672,866	$      662,422
Energy tubular products	268,650	228,325
Steel distributors	177,217	192,383
Identifiable assets by segment	1,118,733	1,083,130
Assets not included in segments
Cash	1,831	634
Income tax assets	3,587	7,610
Deferred financing charges	8,128	8,357
Other assets	2,805	2,566
Corporate and other operating assets	27,910	44,184
Total assets	$   1,162,994	$  1,146,481

8.	Revolving Credit Facilities
	On February 25, 2005, the Company entered into an agreement with its banking syndicate to provide, in addition to existing facilities, a $50 million bridge facility for a term of one year.  The provisions of the existing credit facilities, including financial covenants therein, apply to the new bridge facility.
9.	Pension and Benefits
	For the quarter ended March 31, 2005 the total benefit cost relating to employee future benefits was $0.8 million (2004: $0.7 million).

10.	Shareholders' Equity
	The components of shareholders' equity are as follows:
		March 31,	December 31,
	($000)	2005	2004
	Common shares	$   207,440	$   203,090
	Contributed surplus	5	446
	Retained earnings	286,162	262,733
	Cumulative translation adjustment	(9,505)	(9,695)
		$   484,102	$   456,574

The number of common shares issued and outstanding was as follows:

	Number	Amount
	of Shares	($000)
Balance December 31, 2004	49,887,659	$  203,090
Stock options exercised	655,817	4,350
Balance March 31, 2005	50,543,476	$  207,440

	Quarters ended March 31,
	2005	2004
Average shares outstanding
Basic	50,040,378	46,199,719
Diluted	50,520,359	47,130,428

11.	Restructuring
	For the quarter ended March 31, 2005, the Company incurred a restructuring charge of $0.4 million  (2004:  $0.8 million) relating to the on-going costs of the Lachine property classified as an Asset Held for Sale and other restructuring relating to Russel Metals' operations as a result of the acquisition of Acier Leroux.

For the year ended December 31, 2003, the Company incurred a charge of $3.6 million relating to the restructuring of the Russel Metals' operations as a result of the acquisition of Acier Leroux.  The continuity of this restructuring provision since December 31, 2004 is as follows:
($000)
	Special	Contractual
	Termination	Termination
	Costs	Costs	Other	Total
Balance December 31, 2004	$     -	$  500	$     -		$  500
Restructuring charged in the quarter	-	-	-		-
Cash payments	-	(73)	-		(73)
Non-cash changes to the provision	-	-	-		-
Balance March 31, 2005	$     -	$  427	$     -		$  427

12.	Supplemental Cash Flow Information
	Income tax paid in the quarter ended March 31, 2005 was $72.9 million (2004: $8.2 million).

EX-99

Russel Metals Inc.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
For The Three Months March 31, 2005

The following management's discussion and analysis of financial condition and results of operations of Russel Metals Inc. and its subsidiaries provides information to assist the reader and should be read in conjunction with the Interim Consolidated Financial Statements for the three months ended March 31, 2005 and 2004, including the notes thereto, and the Management's Discussion and Analysis and the audited Consolidated Financial Statements for the year ended December 31, 2004, including the notes thereto, contained in our fiscal 2004 annual report.  In the opinion of management, such interim information contains all adjustments necessary for a fair presentation of the results for such periods.  The results of operations for the periods shown are not necessarily indicative of what our results will be for the full year.  Statements contained in this document that relate to our beliefs or expectations as to certain future events are not statements of historical fact and are forward-looking statements.  We caution readers that there are important factors, risks and uncertainties, including but not limited to economic, competitive and governmental factors affecting our operations, markets, products, services and prices that could cause our actual results, performance or achievements to be materially different from those forecasted or anticipated by us in such forward-looking statements. All dollar references in this report are in Canadian dollars unless otherwise stated.

This management's discussion and analysis of financial condition and results of operations includes a number of measures that are not prescribed by generally accepted accounting principles (GAAP) and as such may not be comparable to similar measures presented by other companies.  We believe these measures are commonly employed to measure performance in our industry and are used by analysts, investors, lenders and other interested parties to evaluate financial performance and our ability to incur and service debt to support our business activities.

The measures we use are specifically defined where they are first used in this report.  Generally, we adjust earnings measures to exclude, net of tax, foreign exchange gains or losses, restructuring costs related to the rationalization of acquisitions, debt restructuring costs and discontinued operations.  We have completed several acquisitions in the last four years, which have resulted in restructuring costs for branches that were closed.  These costs have been excluded because they do not impact our ongoing profitability.

While we believe that non-GAAP measures are helpful supplemental information, they should not be considered in isolation as an alternative to net income, cash flows generated by operating, investing or financing activities, or other financial statement data presented in accordance with GAAP.

Additional information related to Russel Metals Inc., including our Annual Information Form may be obtained from SEDAR at www.sedar.com or on our website at www.russelmetals.com.

Overview

We are one of the largest metals distribution companies in North America.  We conduct business primarily in three metals distribution segments: metals service centers; energy tubular products; and steel distributors.

The unprecedented rate of increase in the price of steel in 2004 and our acquisition of Acier Leroux in 2003 were the most significant factors affecting our results for 2004.  The price of steel continued to climb to September 2004 and since then has declined by approximately 9% at March 2005.  Basic earnings per share of $0.67 for the three months ended March 31, 2005 are higher than those reported for the three months ended March 31, 2004 of $0.53.  We recorded debt restructuring costs of $11.3 million in the three months ended March 31, 2004, which reduced basic earnings per share by $0.18.

Results of Operations

The following table provides operating profits from continuing operations, which excludes interest expense and restructuring costs.  The corporate expenses included are not allocated to specific operating segments.  The gross margins (revenue minus cost of sales) as a percentage of revenues for the operating segments are also shown.  The table shows the segments as they are reported to management and they are consistent with the segmented reporting in the interim consolidated financial statements.

	Quarters Ended March 31,
			2005
			Change
(in thousands of dollars,			as a %
except percentages)	2005	2004	of 2004
Segment Revenues
Metals service centers	$   400,810	$   335,118	19.6%
Energy tubular products	162,259	96,123	68.8%
Steel distributors	130,114	79,786	63.1%
Other	1,484	1,852	(19.9%)
	$   694,667	$   512,879	35.4%
Segment Operating Profits
Metals service centers	$     31,406	$     41,773	(24.8%)
Energy tubular products	17,391	7,727	125.1%
Steel distributors	14,997	15,298	(2.0%)
Other	(930)	(564)	(64.9%)
Corporate expenses	(4,068)	(4,343)	6.3%
Operating profits from continuing operations	$      58,796	$     59,891	(1.8%)
Segment Gross Margins
as a % of Revenues
Metals service centers	23.3%	32.0%
Energy tubular products	16.3%	14.7%
Steel distributors	16.2%	26.9%
Total operations	20.3%	28.0%
Segment Operating Profits
as a % of Revenues
Metals service centers	7.8%	12.5%
Energy tubular products	10.7%	8.0%
Steel distributors	11.5%	19.2%
Total operations	8.5%	11.7%

Metals service centers

a)                     Description of operations

We provide processing and distribution services to a broad base of more than 18,000 end users through a network of 57 Canadian locations and 4 U.S. locations.  Our metals service centers carry a broad line of products in a wide range of sizes, shapes and specifications, including carbon hot rolled and cold finished steel, pipe and tubular products, stainless steel and aluminum.  We purchase these products primarily from steel producers in North America and process and package them in accordance with end user specifications.  We service all major geographic regions of Canada and the Midwest region in the United States.  Within Canada, the service centers operate under the names Russel Metals, Métaux Russel, A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, B&T Steel, Leroux Steel, Mégantic Métal, McCabe Steel, Russel Leroux, Vantage Laser and York-Ennis.  Our U.S. service center operations are conducted under the names Russel Metals Williams Bahcall and Baldwin International.  The Williams Bahcall operations focus primarily on the distribution of general line carbon products through three facilities in Wisconsin. Baldwin International distributes specialty alloy products from its facility in Ohio.

Our metals service centers results for 2004 have been reclassified to report Poutrelles Delta as discontinued operations and thus results for Poutrelles Delta are not included in the metals service centers segment in 2004 or 2005.  Poutrelles Delta was sold in the first quarter of 2005.

b)                     Factors affecting results

The following is a general discussion of the significant factors affecting metals service centers results. More specific information on how these factors impacted the first quarter of 2005 and 2004 is found in the sections that follow.

Steel pricing fluctuates significantly throughout the business cycle.  Steel prices are influenced by overall demand, trade sanctions and by product availability.  Supply side management, practiced by steel producers in North America, and international supply and demand which impacts steel imports affect product availability.  Trade sanctions are initiated either by steel mills or governmental agencies in North America, and less directly worldwide.  Over the last several years steel prices have been extremely volatile.

Demand is significantly affected by economic cycles with revenues and operating profit fluctuating with the level of general business activity in the markets serviced.  We are most impacted by the manufacturing (excluding automotive), resource and construction segments of the Canadian economy. Demand has been relatively stable over the last several years.

Canadian service centers, which represent the majority of the metals service centers operations, are particularly affected by regional general economic conditions.  We have operations in all regions of Canada and believe that we have a national market share of approximately 24%.  This large market share and our diverse customer base of approximately 18,000 customers means our results should mirror the performance of the regional economies of Canada, excluding the automotive industry.

c)                     Metals service centers results --
                        Three Months Ended March 31, 2005
                        compared to Three Months Ended March 31, 2004

Revenue for the three months ended March 31, 2005 increased $66 million due to the increased price of steel partially offset by lower tons shipped in 2005, compared to the three months ended March 31, 2004.

The average selling price of steel has increased approximately 33% for the three months ended March 31, 2005 compared to the three months ended March 31, 2004.  Tons shipped declined approximately 7% for the three months ended March 31, 2005 compared to the same period in 2004.  The selling price increases occurred across all regions, whereas tons shipped declined in all regions except Ontario flat rolled and the Prairies.  The Ontario flat rolled operations had increased revenue in 2005 as the operations relocated and added a second cut-to-length line in the first quarter of 2004.  Sales related to the new cut-to-length line increased after it became fully operational in the first quarter of 2004.  The Prairies region tons shipped were flat when comparing the three months ended March 31, 2005 to the same period in 2004 due to strong oil and gas activity in that area.  We believe that the decline in tons shipped primarily relates to a slowdown in manufacturing activity and a generally slower economy.

In January 2004, steel mills initiated raw material surcharges due to sharp price increases in scrap metal and other input costs that have caused the price of steel to increase substantially.  These charges, which are being applied to all of the service center carbon steel products, increased from approximately $25 to $30 per ton in January 2004 to an original peak of approximately $140 per ton on average in April 2004 and then with a new high of approximately $190 per ton in September 2004.  Based on our mix of products, the average cost of metal received, including surcharges, increased approximately 56% from January 2004 to December 2004.  The increase was more significant in the first half of 2004 with approximately two thirds of the increase occurring in that period.  The average cost of goods received during the first quarter of 2005 was relatively stable, compared to the fourth quarter of 2004.  Based on our database, the average cost of metals received declined 3% in this period.

Gross margin as a percentage of revenues declined from 32% for the three months ended March 31, 2004 to 23% for the three months ended March 31, 2005.  The results for 2004 include an inventory holding gain which resulted in higher gross margins.

We estimated that our operating profit for the first three months ended March 31, 2004 included a before tax inventory holding gain of approximately $20 million.  This holding gain was an estimate based on the best information available.  We are unable to quantify with precision inventory holding gains or losses due to the complexity of our over 60 service center locations, which buy and sell over 14,000 different SKU's.  Rising steel prices create inventory holding gains, as demonstrated in the first three quarters of 2004, and declining prices would result in inventory holding losses.  The majority of our inventories are accounted for using average cost. The average cost of inventory on hand is currently higher than replacement cost.

Based on a comparison of inventory at March 31, 2005 to inventory at December 31, 2004, the average cost per ton of inventory on hand is approximately the same.  Based on announced steel prices for raw material surcharges and the base price of steel, we anticipate the cost for inventory purchases during the second quarter of 2005 to remain at current levels or decline slightly.

As always, we caution readers that the 2004 trend of large increases in the price of steel has the potential to end with a sudden drop in prices.  We may incur material inventory holding losses or inventory write-downs to estimated market value if the decline is rapid and steep.  To date, the inventory decline has been gradual; however, a sharper decline is possible although not anticipated.  We believe our conservative inventory management approach will enable us to minimize the impact of a swift price decline.  The price increases have resulted in improved operating results for all regions of Canada and United States and a drop in selling price will negatively impact all of the service center operations.

The change in the Canadian dollar versus the U.S. dollar has not been a significant factor in the metals service centers results as the value of sales in U.S. dollars is not significant and inventory is purchased for the Canadian operations from Canadian or U.S. suppliers based on the landed cost at the location in Canada.

Operating expenses in the service center segment have decreased primarily as a result of the rationalization of Acier Leroux and Russel Metals facilities and economies achieved due to higher revenues.

Service center operating profits for the three months ended March 31, 2005 decreased $10 million or 25% compared to the same period in 2004.  The decline relates to the fact that inventory holding gains experienced in the first quarter of 2004 were not repeated in the first quarter of 2005 due to relatively stable pricing.

Energy Tubular Products

a)                     Description of operations

These operations distribute oil country tubular goods (OCTG), line pipe, tubes, valves and fittings, primarily to the energy industry in Western Canada and the Western United States, from 5 Canadian and 2 U.S. locations.  We purchase these products either from the pipe processing arms of North American steel mills, independent manufacturers of pipe and pipe accessories or international steel mills.  The energy tubular products segment operates under the names Comco Pipe & Supply Company, Fedmet Tubulars, Triumph Tubular & Supply, Pioneer Pipe and Spartan Steel.

b)                     Factors affecting results

The following is a general discussion of the factors affecting our energy tubular products segment operations.  More specific information on how these factors impacted the first quarter of 2005 and 2004 is found in the sections that follow.

Oil and gas pricing, which impacts oil rig count and subsequent drilling activities particularly in Western Canada, significantly affects demand.  Oil and gas pricing has been high throughout 2004 and the first quarter of 2005.

Oil and gas drilling in western Canada is predominately carried out during the period from October to March; thus revenues and operating profits are normally higher during this period.

Canadian operations are affected by the U.S. dollar exchange rate since some products are sourced outside Canada and are priced in U.S. dollars.

Pricing is influenced by overall demand, trade sanctions and by product availability.  Trade sanctions are initiated either by steel mills or governmental agencies in North America.  Trade sanctions have not been a factor for pipe products in the last three years.

c)                     Energy tubular products results --
                        Three Months Ended March 31, 2005
                        compared to Three Months Ended March 31, 2004

Revenues increased 69% to $162 million in the three months ended March 31, 2005 compared to the three months ended March 31, 2004.  High oil and gas pricing and more rig activity during 2005 compared to 2004 have resulted in some volume increases for the OCTG operations in Western Canada, and Comco Pipe.  Revenues and operating profits have increased with the higher metal pricing.  The segment gross margin as a percentage of revenues were 16% for the three months ended March 31, 2005 compared to 15% for the three months ended March 31, 2004 due mainly to stronger demand and pricing.

The segment gross margin as a percentage of revenues at 16% for the three months ended March 31, 2005 is a significant decline from the segment gross margin percentage of 22.9% for the three months ended December 31, 2004.  The decline relates to metal prices peaking in the last half of 2004 and mix of product sold.

Operating profits increased by $10 million or 125% for the three months ended March 31, 2005, compared to the three months ended March 31, 2004.  The increase is due to higher volumes and strong margins driven by demand in the oil and gas industry of western Canada.

Steel distributors

a)                     Description of operations

Our steel distributors act as master distributors selling steel in large volumes to other steel service centers and equipment manufacturers mainly on an "as is" basis and providing processing of coil product for their customer base.  Our steel distributors source their steel domestically and off shore.  The international sourcing provides our other business segments with valuable insight regarding international pricing trends and their potential impact on steel markets in North America.

The main steel products sourced by this segment are structural beam, plate, coils, pipe and tubing.  The operations in this sector are Wirth Steel and Sunbelt Group.  Arrow Steel, a division of Sunbelt Group, processes coils.

b)                     Factors affecting results

The following is a general discussion of the factors affecting our steel distributors.  More specific information on how these factors impacted the first quarter of 2005 and 2004 is found in the sections that follow.

Steel pricing is influenced by overall demand, trade sanctions and by product availability both domestically and worldwide.  Trade sanctions are initiated either by steel mills or governmental agencies in North America.  Mill capacity by product line in North America and international supply and demand impact steel imports and significantly affect product availability.

The large demand for steel and scrap steel in China has been a significant factor in the price of steel and the availability of imports to North America.  Our steel distributors have found availability of supply within North America, which they have utilized.

Movement in the U.S. dollar has some effect on the Canadian steel distributor operations since purchases of inventory are mainly in U.S. dollars.  Steel is predominately transacted in U.S. dollars and the Canadian price is adjusted accordingly by the Canadian mills.  The effect of the strengthening of the Canadian dollar was offset by rising metal prices.

c)                     Steel distributors results --
                        Three Months Ended March 31, 2005
                        compared to Three Months Ended March 31, 2004

Steel distributors revenues increased 63% in the three months ended March 31, 2005 compared to the three months ended March 31, 2004 related mainly to higher selling prices and demand for import product due to lack of availability of certain products in North America.  In the first quarter of 2004, volumes were negatively impacted by a lack of supply into North America due to high demand in the Far East and the weaker U.S. dollar compared to other currencies.  Inventory holding gains during the first quarter of 2004, related to inventory on hand and inventory ordered prior to the January 2004 raw material surcharge added by the North American mills, increased the gross margins to 19% compared to 11% experienced in the first quarter of 2005.  The gross margin achieved in 2004 was higher than we have previously experienced in the steel distributors segment due to the rapid increase in the price of steel in North America and tight supply of certain products and is unlikely to be repeated.

Gross margin dollars and operating expenses are consistent for the first quarter of 2005 compared to the first quarter of 2004.  The operating profit for the first quarter of 2005 is a result of higher volumes at lower gross margin percentages versus the results for the first quarter of 2004, where we had lower volumes and high gross margin percentages.

Other  -- Three Months Ended March 31, 2005
compared to Three Months Ended March 31, 2004

Other revenue and income includes the results of our coal handling terminal in Thunder Bay, Ontario.  Revenue and operating profits for the three months ended March 31, 2005 have been impacted by lower volumes.

Consolidated Results -- Three Months Ended March 31, 2005
compared to Three Months Ended March 31, 2004

The following table discloses earnings from continuing operations net of income taxes, other costs net of income taxes and discontinued operations net of income taxes.  Basic earnings per common share are disclosed to assist the reader in determining results from ongoing operations.

	Quarters Ended March 31,
(in thousands of dollars, except per share data)	2005	2004
Operating profits from continuing operations	$   58,796	$   59,891
Interest expense	(4,899)	(5,156)
Income tax expense on above	(20,156)	(20,219)
Earnings from continuing operations before other costs	33,741	34,516
Other costs
Restructuring costs	(405)	(832)
Debt restructuring costs	-	(11,310)
Income taxes recoverable on other costs	146	3,222
	(259)	(8,920)
Earnings from continuing operations	33,482	25,596
Loss from discontinued operations	(38)	(292)
Net earnings	$   33,444	$   25,304
Basic earnings per common share from
continuing operations before other costs	$       0.67	$       0.73
Basic earnings per common share from
continuing operations	$       0.67	$       0.54
Basic earnings per common share	$       0.67	$       0.53

Operating profits from continuing operations before other costs were $58.8 million in the first quarter of 2005, compared to $59.9 million for the first quarter of 2004.

Higher volumes and corresponding operating profit in the energy tubular products segment offset the decline in metals service centers related to lower gross margins.

Interest Expense and Debt Restructuring Costs

The following table shows the components of interest expense.  Preferred share dividends are noted below as the preferred shares were replaced with interest bearing debt during the first quarter of 2004.  The reduction in interest expense looks more significant when considering the related reduction in preferred share dividends and increase in short-term borrowings.

	Quarters Ended March 31,
(in thousands of dollars)	2005	2004
Interest on long-term debt
6.375% Senior Notes	$    3,770	$    1,449
10% Senior Notes	-	2,473
8% Subordinated Debentures	-	557
	3,770	4,479
Other interest	1,129	677
Total interest	$    4,899	$    5,156
Preferred share dividends	$           -	$       611

Consolidated interest expense for the three months ended March 31, 2005 decreased $0.3 million to $4.9 million compared to the three months ended March 31, 2004.  This was due to lower interest rates and lower exchange rates on U.S. denominated long-term debt in 2005 compared to 2004, partially offset by higher short-term debt outstanding related to higher working capital needs driven by steel pricing.

During the first quarter of 2004, we restructured our long-term debt at interest rates that significantly reduced the interest costs for future periods.  We issued US$175 million of 6.375% Senior Notes due March 1, 2014.  As of June 1, 2004 all other long-term debt was redeemed.  We also entered into fixed interest cross currency swaps to hedge US$100 million of the 6.375% Senior Notes to eliminate the foreign exchange exposure.  The currency swaps result in an interest cost of $0.3 million per quarter, which is included in the interest expense.

On February 23, 2004, we redeemed US$95.5 million of our 10% Senior Notes at US$1,072.50 per US$1,000 unit.  The US$72.50 per unit premium as well as the deferred costs related to the debt redeemed resulted in a charge of $11.3 million in the first quarter of 2004.

Restructuring Costs

The restructuring charges related to the rationalization of duplicate Acier Leroux and Russel Metals operations which is substantially complete; however, we anticipate continued operating costs related to a facility held for sale and a potential gain on the sale of the property.  The charge of $0.4 million in the three months ended March 31, 2005 primarily related to this facility.  During the first quarter of 2004, we recorded a charge of $0.8 million related to plant closures, employee severance and inventory moves in the Ontario region.

Income Taxes

The provision for income taxes for the first quarter of 2005 was $20.0 million compared to $17.0 million in the first quarter of 2004 due to higher earnings.

For the three months ended March 31, 2005, the income tax rate was 37.4%.  For the three months ended March 31, 2004, the income tax rate of 39.9% was higher than the average combined statutory rate.  The income tax rate on earnings from continuing operations was 36.9%, which is in line with the average combined statutory rate.  The tax recovery on other costs was at a rate of 26.5% due to the non-deductibility for tax purposes of certain items.

Earnings

Earnings from continuing operations for the first quarter of 2005 were $33.5 million compared to $25.6 million for the first quarter of 2004.  Basic earnings per common share from continuing operations for the first quarter of 2005 were $0.67 compared to $0.54 for the first quarter of 2004.

The lower earnings per share for 2004 is a result of the non-operating charges for debt restructuring and operations restructuring.

In December 2004, we received a letter from the minority shareholders of our Poutrelles Delta business indicating that they would exercise their right, under an existing shareholders' agreement, to purchase the business.  The transaction closed on February 23, 2005.  Based on this information, we reclassified Poutrelles Delta as discontinued operations in the income statement for 2004 and the balance sheet at December 31, 2004.  During the fourth quarter of 2004, we recorded a write-down to fair value of $0.6 million in anticipation of the sale.  The loss of $38,000 in the first quarter of 2005 represents losses reported by this unit prior to sale.

Shares Outstanding and Dividends

The weighted average number of common shares outstanding for the first quarter of 2005 was 50,040,378 compared to 46,199,719 for the first quarter of 2004.  The increase relates to the public offering of 5,750,000 common shares in February 2004 and employee stock options exercised.  The number of common shares outstanding at March 31, 2005 was 50,543,476.

The significant increase in our stock price during the last two years resulted in employees exercising stock options to acquire 655,817 common shares during the first quarter of 2005 and 1,114,317 common shares in 2004.  We have returned a portion of our earnings to our common shareholders by paying common share dividends of $10.0 million in the first quarter of 2005 versus $3.9 million in the first quarter of 2004.  The common share dividend paid during the first quarter of 2005 was at the rate of $0.20 per common share.

As at April 27, 2005, we had 50,543,476 common shares outstanding.

EBITDA and Adjusted EBITDA

The following table shows the reconciliation of GAAP earnings from continuing operations to EBITDA and Adjusted EBITDA:

	Quarters		Twelve Months
	Ended March 31,		Ended March 31,
(in thousands of dollars)	2005	2004	2005	2004
Earnings from continuing operations	$   33,482	$   25,596	$  188,655	$   41,316
Income taxes	20,010	16,997	108,418	28,064
Interest expense-net	4,899	5,156	19,767	22,775
Earnings before interest and income
taxes (EBIT)	58,391	47,749	316,840	92,155
Depreciation and amortization	4,637	4,632	18,613	17,351
Earning before interest, income taxes,
depreciation and amortization (EBITDA)	63,028	52,381	335,453	109,506
Debt restructuring costs	-	11,310	2,408	11,310
Restructuring costs	405	832	3,205	4,415
Goodwill impairment	-	-	-	2,410
Adjusted EBITDA	$   63,433	$   64,523	$  341,066	$  127,641

We believe that EBITDA and Adjusted EBITDA may be useful in assessing our operating performance and as an indicator of our ability to service or incur indebtedness, make capital expenditures and finance working capital requirements.  The items excluded in determining EBITDA and Adjusted EBITDA are significant in assessing our operating results and liquidity.  Therefore, EBITDA and Adjusted EBITDA should not be considered in isolation or as an alternative to cash from operating activities or other combined income or cash flow data prepared in accordance with GAAP.

Adjusted EBITDA to Interest Expense Ratio

	Quarters		Twelve Months
(in thousands of dollars,	Ended March 31,		Ended March 31,
except ratios)	2005	2004	2005	2004
EBITDA	$   63,028	$   52,381	$  335,453	$  109,506
Adjusted EBITDA	63,433	64,523	341,066	127,641
Interest expense	4,899	5,156	19,767	22,775
EBITDA to interest expense	12.9x	10.2x	17.0x	4.8x
Adjusted EBITDA to interest expense	12.9x	12.5x	17.3x	5.6x

The EBITDA and the Adjusted EBITDA to interest expense ratios are provided to assist readers in determining our ability to generate cash from operations to cover our financial charges, income taxes and items not considered to be in the ordinary course of business.  These measures are routinely used by debt analysts and debt rating agencies to evaluate companies.

Accounting Policies and Estimates

a)                      Change in Accounting Policies

There were no new accounting policies adopted during the first quarter of 2005.

b)                      Other

The preparation of our financial statements requires management to make estimates and judgements that affect the reported amounts.  On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventory obsolescence, useful lives of fixed assets, income taxes, restructuring costs, pensions and other post-retirement benefits, fair values, guarantees, environmental obligations, contingencies and litigation.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates.

Our most significant assets are accounts receivable and inventory.  We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.  If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.  We review our inventory for obsolescence and to ensure that the cost of inventory is not in excess of its estimated market value. Inventory reserves or write-downs are recorded when cost exceeds the market value.

Capital Expenditures

Capital expenditures in the first quarter of 2005 were $5.1 million compared to $6.7 million in 2004.

Our normal capital expenditures are mainly related to maintenance capital, the purchase of additional processing equipment across a broad base of our operations and upgrades to our existing facilities and computer systems.  Our expectation is for capital expenditures to be at levels similar to depreciation expense over a period of years.

Depreciation expense was $4.3 million in the first quarter of 2005 and $4.4 million in the first quarter of 2004.

Liquidity

We stress working capital management to ensure working capital is minimized and leverage reduced over the economic cycle.  The metals distribution business experiences significant swings in cash flow to fund working capital.  Inventory and accounts receivable represent on average over 70% of our total assets employed and vary with the cycle.  At March 31, 2005 and December 31, 2004, inventory and accounts receivable represented approximately 80% of our total assets.

Accounts Receivable and Inventory
as a Percentage of Total Assets	Quarters Ended
(in thousands of dollars, except percentages)	Mar. 31, 2005	Dec. 31, 2004
Accounts receivable and inventory	$    946,754	$    914,611
Total assets	1,162,994	1,146,481
% of total assets	81%	80%

Our existing bank credit facilities are used to fund the growth in working capital caused by demand or steel price increases, which require higher inventory and accounts receivable levels to support the higher activity levels.  Based on our experience, a $100 million increase in revenues would require approximately $30 million of net working capital to support the higher activity levels.  The increased price of steel resulted in a utilization of non-cash working capital of approximately $270 million for the twelve months ended March 31, 2005 on an annualized revenue increase of approximately $1.1 billion.  This means the revenue increase for the twelve months ended March 31, 2005 required approximately $25 million of working capital increase for each $100 million of sales.  The actual working capital required per $100 million of sales is less than our estimate, we believe this relates to the magnitude of the revenue increase.  When demand weakens, or the price of steel declines, cash is generated from the reduction of inventory and lower levels of accounts receivable.  This cash is used to reduce the borrowings under our bank credit facilities.

The balances disclosed in our consolidated cash flow statements are adjusted to remove the non-cash component related to foreign exchange rate changes impacting inventory, accounts receivable, accounts payable and income tax balances of the U.S. operations.

	Quarters Ended
Inventory Turns	Mar. 31,	Dec. 31,	Sept. 30,	June 30,	Mar. 31,
	2005	2004	2004	2004	2004
Metals service centers	4.4	3.7	4.7	4.9	4.6
Energy tubular products	4.4	2.9	3.7	3.0	4.4
Steel distributors	3.9	3.3	4.6	4.7	5.6
Total	4.3	3.4	4.4	4.4	4.7

Inventory turns are calculated using the cost of sales for the quarter annualized divided by the ending inventory position.

Inventory declined during the three months ended March 31, 2005 providing cash of $26.6 million.  Our goal is to ensure that we keep our inventory levels as low as possible while still satisfying the needs of our customers in order to minimize inventory valuation risk.  We expect our service center operations to turn over their inventory at higher rates than the industry average.  Our metals service centers first quarter turns were 4.4, compared to 4.6 for the first quarter of 2004.  Based on information published by the Metals Service Center Institute in its monthly Metals Activity Report, the average turns for the United States for the three months ended February 28, 2005 was 3.2 turns.  Our metals service centers inventory based on tons was lower at March 31, 2005 than it was a year earlier.

The improvement in turns for the energy tubular products and steel distributors in the first quarter of 2005 compared to the fourth quarter of 2004 relates to lower inventories and higher cost of goods sold.

The other major components of working capital are accounts receivable and accounts payable.  Accounts receivable have increased $58.3 million related to increased revenues in the first quarter of 2005.  Accounts payable decreased $32.3 million primarily related to the payment of bonuses accrued at December 31, 2004.

During the first quarter of 2005, we made income tax payments of $72.9 million.  This represented final installments of $60.0 million for the 2004 year and $12.9 million for the 2005 year.

During the three months ended March 31, 2005, we utilized cash of $5.l million on capital expenditure and $10.0 million on common share dividends.   During the three months ended March 31, 2004, we utilized cash of $6.7 million on capital expenditures, $3.9 million on common share dividends and $0.6 million on preferred share dividends, which were redeemed during the first quarter of 2004.

Debt and Credit Facilities

In 2004, we consolidated our long-term debt and we currently have outstanding US$175 million of 6.375% Senior Notes due in 2014.  We also entered into fixed interest cross currency swaps on US$100 million of this debt to eliminate the foreign exchange exposure on the unhedged portion of the debt.

We manage our cash position based on bank borrowings net of cash.  Our bank credit facilities table provides the split between loans and outstanding cheques or cash on deposit.  We believe the net borrowings peaked during the first quarter of 2005.

Bank Credit Facilities
	Russel Metals	U.S. Subsidiary
($ millions)	Facility	Facility	Total
Bank loans	$       79.7	$     25.9	$    105.6
Outstanding cheques (on deposit)	10.4	0.3	10.7
Net borrowings (cash)	90.1	26.2	116.3
Letters of credit	39.2	10.7	49.9
	$     129.3	$     36.9	$    166.2
Facilities availability	$     250.0	$     54.4	$    304.4

We have two borrowing lines with a syndicate of Canadian and U.S. banks.  The main facility is a $200 million revolving loan which currently expires on October 29, 2007.  We may extend this facility annually with the consent of the syndicate.  On February 25, 2005, we finalized a one-year $50 million term loan.  This loan is fully drawn and any repayments will reduce the availability.  We are entitled to borrow under these facilities, on a revolving basis, up to an amount equal to the sum of specified percentages of our eligible accounts receivable and inventories, to a maximum of $250 million.  At March 31, 2005, we were entitled to borrow $250 million, including letters of credit under this facility. At March 31, 2005, we had borrowings of $79.7 million and $39.2 million in letters of credit under this facility.  At March 31, 2004, we had no borrowings and had $23.6 million in letters of credit under our facility.

In addition, certain U.S. subsidiaries have their own one-year bank credit facility.  The maximum borrowing under this facility is US$45.0 million.  At March 31, 2005, these subsidiaries had borrowings of US$21.4 million and letters of credit of US$8.9 million.  At March 31, 2004, these subsidiaries had no borrowings and had letters of credit of US$12.6 million.

Cash generated from operating activities before working capital changes has averaged approximately $45 million over the three years prior to 2004, was $210.7 million for 2004, and was $44.0 million for the first quarter of 2005.  The maximum borrowing under our bank facilities is approximately $304 million, of which approximately $149 million was unutilized at March 31, 2005.  We expect that the cash generated from operating activities combined with our unutilized bank facilities will be sufficient to fund our interest obligations and fixed asset purchases in 2005.  The rapid growth in sales required additional working capital funding of $202.7 million during 2004 and $121.6 million during the first quarter of 2005.  Increased profitability enabled us to finance the majority of this working capital growth with our bank facilities available for the remainder.

We have made several acquisitions over the last four years and we believe we can continue to grow by acquisition.  We believe we have the ability to fund future acquisitions through the utilization or expansion of our existing bank facilities and the issuance of new equity, if required.  We currently have very low financial leverage with a debt to equity ratio of 0.7.

Contractual Obligations

As at March 31, 2005, we were contractually obligated to payments under our long-term debt agreements and operating lease obligations that come due during the following periods.  The long-term debt interest and lease obligations represent annual amounts to December 31 of the noted year.

(in thousands	Long-Term	Cross Currency	Long-Term	Lease
of dollars)	Debt Maturities	Swaps	Debt Interest	Obligations	Total
2005	$             -	$             -	$    15,400	$     8,880	$    24,280
2006	-	-	15,400	6,788	22,188
2007	-	-	15,400	5,295	20,695
2008	-	-	15,400	3,346	18,746
2009	-	-	15,400	2,736	18,136
2010 and beyond	211,680	10,840	64,167	6,097	292,784
Total	$  211,680	$    10,840	$  141,167	$    33,142	$  396,829

The fixed interest cross currency swaps obligate us to purchase US$100 million at $1.3180 for each US$1.00.  Based on the March 31, 2005 exchange rate, we would incur an obligation of $10.8 million in addition to our long-term debt obligation of $211.7 million.  The long-term debt interest in the above table is net of the swaps.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist of letters of credit disclosed in the bank credit facilities table, operating lease obligations disclosed in the table above and foreign exchange contracts to hedge our U.S. dollar purchases.  The fair value of the foreign exchange contracts at March 31, 2005 approximates the contract value.

We have multiple defined benefit pension plans in Canada, as disclosed in Note 13 to the 2004 annual financial statements included in the annual report.  The Company expects to contribute approximately $5.2 million to these plans during 2005.

Vision and Strategy

The metals distribution business is a segment of a mature, cyclical industry.  The use of service centers and steel distributors by both manufacturers and end users of steel continues to grow.  This is evidenced by the growth in the percentage of total steel shipments from steel producers to service centers.  As the distribution segment's share of steel industry shipments continues to grow, service centers such as ours can grow their business over the course of a cycle.

We strive to deal with the cyclical nature of the business by operating with the lowest possible net assets throughout the course of a cycle.  In addition, our aim is to be more profitable through the various successive peaks and troughs as the steel cycles progress.  In order to achieve this, management emphasizes profitability rather than revenue growth.  This intensive asset management reduces borrowings and therefore interest expense in declining periods in the economic cycle and creates higher more stable returns on net assets over the course of the cycle.  Our conservative management approach creates relatively stronger trough earnings but could cause peak earnings to be somewhat muted.  Management strongly believes that it is more prudent to be profitable throughout a cycle, without the spikes in earnings caused by less emphasis on asset management, and have average earnings over the full range of the cycle in the top decile of the industry.

Growth from selective acquisitions is also a core management philosophy.  We focus on investment opportunities in businesses that have strong market niches or provide mass to our existing operations.

In both the energy tubular products and steel distributors segments, all of the business units have significant operations in the market niche that they service.  Consistent with our acquisition philosophy, any new acquisitions in these areas could likely be either major stand-alone operations or complements to our existing operations.

In the future, we believe that the length of the steel-based economic cycle will continue to shorten and a management structure and philosophy that allows the fastest reaction to the changes will be the most successful.  We will continue to invest in business systems to enable faster reaction times to changing business conditions.  In addition, management believes the high level of service and flexibility provided by service centers will enable this distribution channel to capture an increasing percentage of total steel revenues to end users, allowing for increased growth within the sector.

Risks

The timing and extent of future price changes from the steel producers and their impact on us can not be predicted with any certainty due to the inherent cyclical nature of the steel industry.

Outlook

It remains difficult to predict the economic growth rate for the North American and International markets, as they are now intertwined when it comes to the consumption of both steel and the raw material inputs that go into the manufacture of steel mill products.  Furthermore, we are in a "wait and see" posture regarding the actions of the steel producers as their input costs remain higher than normal but demand continues to fluctuate in North America.

As we have already indicated, the primary risk in this market is the possibility of a steep reduction in steel pricing.  As such, our inventory levels will continue to be reduced during 2005 as we focus on working to minimize our inventory exposure.  The gross margins of all three business segments will continue to narrow until there is stability in steel pricing in concert with strong demand.  The 2005 results, while below those of 2004, are expected to generate, by a considerable margin, our second best year of earnings.

Dated April 27, 2005.

EX-99

FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS

DURING TRANSITION PERIOD           

I, Edward M. Siegel, Jr., President and CEO of Russel Metals Inc., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Russel Metals Inc., (the issuer) for the interim period ending March 31, 2005;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.

	/s/ Edward M. Siegel, Jr.
Dated: April 27, 2005	Edward M. Siegel, Jr.
	President and Chief Executive Officer

EX-99

FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS

DURING TRANSITION PERIOD

I, Brian R. Hedges, Executive Vice President and CFO of Russel Metals Inc., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Russel Metals Inc., (the issuer) for the interim period ending March 31, 2005;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.

	/s/ Brian R. Hedges
Dated:  April 27, 2005	Brian R. Hedges
	Executive Vice President &
	Chief Financial Officer