SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Citadel Wellington LLC (Last) (First) (Middle) C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR (Street) CHICAGO IL 60603 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2004	3. Issuer Name and Ticker or Trading Symbol METALS USA INC [ MUSA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,379,842(1)	I	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Citadel Wellington LLC, an affiliated entity of Citadel Limited Partnership, became a reporting person under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), as a result of its formation, upon which it may be deemed a member of a "group" under the Act with Citadel Limited Partnership and certain of its other affiliated entities with respect to the securities of the Issuer. All of the securities being reported on this Form 3 have been previously reported as owned by Citadel Limited Partnership and such other affiliated entities, most recently on a Form 4 filed December 21, 2004, by such reporting persons. Citadel Wellington LLC intends to file jointly with these other reporting persons to report transactions in the Issuer's securities occurring after the date hereof.

2. Citadel Wellington LLC may be deemed to indirectly control Citadel Equity Fund Ltd., which directly and indirectly owns shares of the Issuer, and may be deemed to have a pecuniary interest in such shares. Citadel Wellington LLC disclaims beneficial ownership of such shares.

	CITADEL WELLINGTON LLC By: Citadel Limited Partnership, its Managing Member By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, Managing Director and Deputy General Counsel	07/29/2005
	** 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 5 (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).
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