SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CITADEL L P

(Last)

(First)

(Middle)

C/O CITADEL INVESTMENT GROUP, L.L.C.

131 S. DEARBORN STREET, 32ND FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METALS USA INC [ MUSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2004		S		100	D	$18.33	4,448,926	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		2,000	D	$18.32	4,446,926	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		5,200	D	$18.3	4,441,726	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		300	D	$18.29	4,441,426	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		500	D	$18.28	4,440,926	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		2,500	D	$18.27	4,438,426	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		200	D	$18.26	4,438,226	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		2,100	D	$18.25	4,436,126	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		250	D	$18.24	4,435,876	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		200	D	$18.15	4,435,676	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		50	D	$18.149	4,435,626	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		10,000	D	$18.14	4,425,626	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		14,150	D	$18.1	4,411,476	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		11,045	D	$18	4,400,431	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		21,100	D	$17.579	4,379,331	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/17/2004		S		1,000,000	D	$17.5	3,379,331	I⁽¹⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾

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

1. Name and Address of Reporting Person^*

CITADEL L P

(Last)

(First)

(Middle)

C/O CITADEL INVESTMENT GROUP, L.L.C.

131 S. DEARBORN STREET, 32ND FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CITADEL EQUITY FUND LTD

(Last)

(First)

(Middle)

C/O CITADEL INVESTMENT GROUP, L.L.C.

131 S. DEARBORN STREET, 32ND FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Citadel Equity Fund Ltd. and Citadel Credit Trading Ltd. each hold shares of the Issuer's common stock both directly and indirectly, however, because the form does not permit joint filers to indicate both direct and indirect ownership, indirect ownership has been selected, as it applies to the remaining majority of the Reporting Persons.

2. Citadel Limited Partnership ("Citadel") is the portfolio manager of each of Citadel Equity Fund Ltd. and Citadel Credit Trading Ltd. and consequently has voting control and investment discretion over securities held by both Citadel Equity Fund Ltd. and Citadel Credit Trading Ltd. Citadel disclaims beneficial ownership of the shares beneficially owned by Citadel Equity Fund Ltd. and Citadel Credit Trading Ltd. Each of the other persons jointly filing this Form 4 may be deemed to indirectly control either Citadel Equity Fund Ltd. or Citadel Credit Trading Ltd. or both and may be deemed to have a pecuniary interest in such shares and disclaims beneficial ownership of the shares held by Citadel Equity Fund Ltd. and Citadel Credit Trading Ltd. Each of Citadel Equity Fund Ltd. and Citadel Credit Trading Ltd. disclaims beneficial ownership of the shares held by the other.

3. The transactions reported on this Form 4 are being jointly reported by each of Citadel Limited Partnership, GLB Partners, L.P., Citadel Investment Group, L.L.C., Kenneth Griffin, Citadel Wellington Partners L.P., Citadel Wellington Partners L.P. SE, Citadel Credit Products Ltd., Citadel Kensington Global Strategies Fund Ltd., Citadel Jackson Investment Fund Ltd., Citadel Credit Trading Ltd., and Citadel Equity Fund Ltd. (the "Reporting Persons").

4. The Reporting Persons' sold an aggregate of 1,219,810 shares of the Issuer's common stock on November 17, 2004 in multiple transactions. Due to the limitations of the SEC's electronic edgar filer system which currently only permits 10 persons to submit a joint filing and space limitations only permitting 30 transactions to be reported on any one Form 4, the series of transactions occurring on November 17, 2004 have been listed on four separate Form 4s. Note that the first set of Form 4s relate to the first 30 transactions and merely list different Reporting Persons, and the second set of Form 4s relate to the remaining 16 transactions and similarly just list different Reporting Persons.

	Citadel Limited Partnership, by: GLB Partners, L.P., its General Partner ("GP"), by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/19/2004
	Citadel Equity Fund Ltd., by: Citadel Limited Partnership, its Portfolio Manager, by: GLB Partners, L.P., its GP, by: Citadel Investment Group, L.L.C., its GP, by: /s/ Adam C. Cooper, Senior Managing Director and General Counsel	11/19/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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