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)
07/12/2005

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	07/12/2005		P		1,900	A	$19.4	3,387,788	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		P		102	A	$19.41	3,387,890	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		P		44	A	$19.42	3,387,934	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		P		200	A	$19.43	3,388,134	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		100	D	$19.31	3,388,034	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		100	D	$19.32	3,387,934	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		1,300	D	$19.34	3,386,634	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		1,502	D	$19.35	3,385,132	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		87	D	$19.36	3,385,045	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		600	D	$19.37	3,384,445	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		1,000	D	$19.38	3,383,445	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		900	D	$19.39	3,382,545	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/12/2005		S		616	D	$19.4	3,381,929	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		P		600	A	$19.38	3,382,529	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		P		1,133	A	$19.39	3,383,662	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		P		400	A	$19.41	3,384,062	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		P		180	A	$19.42	3,384,242	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		1,196	D	$19.34	3,383,046	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		600	D	$19.35	3,382,446	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		300	D	$19.36	3,382,146	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		600	D	$19.37	3,381,546	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		300	D	$19.38	3,381,246	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		500	D	$19.39	3,380,746	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		600	D	$19.4	3,380,146	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		100	D	$19.41	3,380,046	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		100	D	$19.42	3,379,946	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/13/2005		S		400	D	$19.43	3,379,546	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/14/2005		P		56	A	$19.26	3,379,602	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/14/2005		P		312	A	$19.35	3,379,914	I⁽¹⁾	See Footnote⁽²⁾
Common Stock	07/14/2005		P		300	A	$19.38	3,380,214	I⁽¹⁾	See Footnote⁽²⁾

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 INVESTMENT GROUP LLC

(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^*

GRIFFIN KENNETH C

(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 Wellington LLC

(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 KENSINGTON GLOBAL STRATEGIES 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)

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)

1. Name and Address of Reporting Person^*

CITADEL CREDIT TRADING 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)

1. Name and Address of Reporting Person^*

CITADEL CREDIT PRODUCTS 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)

1. Name and Address of Reporting Person^*

Citadel Derivatives Group, LLC

(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., Citadel Credit Trading Ltd. and Citadel Derivatives Group LLC 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 additional reporting persons as well.

2. Citadel Limited Partnership ("Citadel") is the portfolio manager of each of Citadel Equity Fund Ltd. and Citadel Credit Trading Ltd. and is the managing member of Citadel Derivatives Group LLC. Consequently, Citadel may be deemed to have voting control and investment discretion over securities held by each of Citadel Equity Fund Ltd., Citadel Credit Trading Ltd. and Citadel Derivatives Group LLC. Citadel disclaims beneficial ownership of the shares beneficially owned by Citadel Equity Fund Ltd., Citadel Credit Trading Ltd. and Citadel Derivatives Group LLC. Each of the other persons jointly filing this Form 4 may be deemed to indirectly control one or more of Citadel Equity Fund Ltd., Citadel Credit Trading Ltd. and Citadel Derivatives Group LLC 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., Citadel Credit Trading Ltd. and Citadel Derivatives Group LLC.

Remarks:

Between July 11, 2005 and July 26, 2005, Citadel Derivatives Group LLC inadvertently permitted its automated trading program to make purchases and sales of the Issuer's common stock. Upon discovery of the mistake, Citadel Derivatives Group LLC is disgorging to the Issuer the full amount of the short swing profits relating to such transactions, totaling $9,674.26, calculated in accordance with Section 16 of the Securities Exchange Act of 1934, as amended.

	KENNETH GRIFFIN By: /s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, by power of attorney previously filed with the Schedule 13G/A for Komag, Incorporated on February 4, 2005.	08/01/2005
	CITADEL LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, Managing Director and Deputy General Counsel	08/01/2005
	CITADEL INVESTMENT GROUP, L.L.C. By: /s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, Managing Director and Deputy General Counsel	08/01/2005
	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	08/01/2005
	CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. By: Citadel Limited Partnership, its Portfolio Manager By: Citadel Investment Group, L.L.C., its General Partner By:/s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, Managing Director and Deputy General Counsel	08/01/2005
	CITADEL EQUITY FUND LTD. By: Citadel Limited Partnership, its Portfolio Manager By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, Managing Director and Deputy General Counsel	08/01/2005
	CITADEL DERIVATIVES GROUP 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	08/01/2005
	CITADEL CREDIT TRADING LTD. By: Citadel Limited Partnership, its Portfolio Manager By: Citadel Investment Group, L.L.C., its General Partner By:/s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, Managing Director and Deputy General Counsel	08/01/2005
	CITADEL CREDIT PRODUCTS LTD. By: Citadel Limited Partnership, its Portfolio Manager By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Matthew B. Hinerfeld Matthew B. Hinerfeld, Managing Director and Deputy General Counsel	08/01/2005
	** 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 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).
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