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


                                   ----------
                                    FORM 11-K
                                   ----------


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                          METALS USA, INC. 401 (K) PLAN
                            (FULL TITLE OF THE PLAN)

                                METALS USA, INC.
          (NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN)

                         COMMISSION FILE NUMBER 1-13123

                  DELAWARE                                76-0533626
        (State or other jurisdiction                   (I.R.S. Employer
      of incorporation or organization)              Identification Number)

         THREE RIVERWAY, SUITE 600
               HOUSTON, TEXAS                               77056
  (Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code: (713) 965-0990

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METALS USA, INC. 401(k) PLAN

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2002, AND INDEPENDENT
AUDITORS' REPORT



METALS USA, INC. 401(k) PLAN

INDEX



                                                                                         PAGE
                                                                                       
INDEPENDENT AUDITORS' REPORT                                                               1

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001:

   Statements of Net Assets Available for Benefits                                         2

   Statements of Changes in Net Assets Available for Benefits                              3

   Notes to Financial Statements                                                           4

SUPPLEMENTAL SCHEDULE* -

   Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2002      10

OTHER

   Signatures                                                                             11

   Index to Exhibits                                                                      12


* Other supplemental schedules required by Section 2520-103.1 of the Department
  of Labor's Rules and Regulations for Reporting and Disclosure under the
  Employee Retirement Income Security Act of 1974 have been omitted because they
  are not applicable.



INDEPENDENT AUDITORS' REPORT

To the Trustees and Participants of
   Metals USA, Inc. 401(k) Plan
Houston, Texas

We have audited the accompanying statements of net assets available for benefits
of Metals USA, Inc. 401(k) Plan (the "Plan") as of December 31, 2002 and 2001,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly in all material
respects, the net assets available for benefits as of December 31, 2002 and
2001, and the changes in net assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule as listed in
the table of contents is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
Such supplemental schedule has been subject to the auditing procedures applied
in our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.

Deloitte & Touche LLP
Houston, Texas
June 27, 2003

                                      - 1 -


METALS USA, INC. 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 2002 AND 2001



                                               2002              2001
                                                      
ASSETS:
   Investments, at fair value             $  52,850,935     $  74,677,382
   Receivables:
      Employer contributions                                          304
      Employee contributions                    194,138           423,719
      Participant notes                       2,200,333         2,591,112
      Other                                                         3,538
                                          -------------     -------------

           Total receivables                  2,394,471         3,018,673
                                          -------------     -------------

NET ASSETS AVAILABLE FOR BENEFITS         $  55,245,406     $  77,696,055
                                          =============     =============


The accompanying notes are an integral part of these financial statements.

                                      - 2 -


METALS USA, INC. 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                       2002               2001
                                                                               
ADDITIONS (DEDUCTIONS) TO NET ASSETS
   ATTRIBUTED TO:
   Investment income (loss):
      Interest                                                    $    1,032,564     $    1,268,325
      Dividends                                                                             129,032
      Net depreciation in fair value of investments                  (10,858,293)       (16,569,918)
                                                                  --------------     --------------

           Total investment loss                                      (9,825,729)       (15,172,561)
                                                                  --------------     --------------

   Contributions:
      Employer                                                            70,024          2,330,156
      Employee                                                         4,225,736          6,494,504
                                                                  --------------     --------------

           Total contributions                                         4,295,760          8,824,660

   Transfer (to) from affiliated plan                                   (216,188)           135,164
                                                                  --------------     --------------

           Total deductions                                           (5,746,157)        (6,212,737)
                                                                  --------------     --------------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
   Benefit payments                                                   15,999,628         10,842,415
   Administrative expense                                                 73,806             77,887
   Participant notes receivable terminated due to withdrawal
      of participant                                                     631,058            376,160
                                                                  --------------     --------------

           Total deductions                                           16,704,492         11,296,462
                                                                  --------------     --------------

NET DECREASE                                                         (22,450,649)       (17,509,199)

NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING
   OF YEAR                                                            77,696,055         95,205,254
                                                                  --------------     --------------

NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR                    $   55,245,406     $   77,696,055
                                                                  ==============     ==============


The accompanying notes are an integral part of these financial statements.

                                      - 3 -


METALS USA, INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

1.    DESCRIPTION OF PLAN

      The following description of the Metals USA, Inc. 401(k) Plan (the "Plan")
      provides only general information. Participants should refer to the plan
      agreement for a more complete description of the Plan's provisions.

      GENERAL - The Plan is a defined contribution plan established effective
      June 1, 1998 which was amended and restated in its entirety and was
      effective as of January 1, 2000. Each employee who was a participant in a
      plan that was merged into the Plan shall become an eligible employee as of
      the date of the merger. Other, nonunion employees of Metals USA, Inc. (the
      "Company") become eligible to participate upon completing six months of
      service. The Plan is subject to the provisions of the Employee Retirement
      Income Security Act of 1974 ("ERISA").

      CONTRIBUTIONS - Participants may contribute an amount equal to not less
      than 1% nor more than 25% (15% in 2001) of their compensation for the
      contribution period. Participants direct the investment of their
      contributions into various investment options offered by the Plan. The
      Plan currently offers a general account, 20 pooled separate accounts, a
      guaranteed investment contract and Company stock, as investment options
      for participants. Employee contributions are recorded as a receivable in
      the period during which the Company makes payroll deductions from the
      participant's earnings.

      The Company may make a qualified matching contribution in an amount equal
      to $.50 for each $1.00 contributed by a participant, up to a maximum of 6%
      of the participant's compensation. Qualified matching contributions are
      recorded monthly. The Company may also make discretionary qualified
      nonelective and profit sharing contributions. Discretionary qualified
      nonelective and profit sharing contributions, if any, are recorded when
      received. For the year ended December 31, 2002 there were no discretionary
      contributions made. For the year ended December 31, 2001, discretionary
      qualified nonelective and profit sharing contributions were $397,091 and
      $213,890, respectively. Effective October 1, 2001 the Company discontinued
      their matching contribution until further notice.

      PARTICIPANT ACCOUNTS - Each participant's account is credited with the
      participant's contribution and allocation of the Company's contribution
      and plan earnings. Earnings are allocated by fund based on the ratio of a
      participant's account invested in a particular fund to all participants'
      investments in that fund. The benefit to which a participant is entitled
      is the benefit that can be provided from the participant's vested account.

      VESTING - Participants are immediately vested in their own voluntary
      contributions and qualified nonelective and profit sharing contributions
      plus earnings thereon. Vesting in the Company's contribution portion of
      their accounts is based on years of service. With the exception of
      balances transferred from the Pacific Metal Company Amended and Restated
      Employee Stock Ownership Plan and Trust, a participant becomes 25% vested
      after one year of service, 50% vested after two years of service, 75%
      vested after three years of service and 100% vested after four years of
      service. However, if an active participant dies or becomes disabled prior
      to attaining the normal retirement age, the participant's account becomes
      100% vested.

                                      - 4 -


      BENEFIT PAYMENTS - On termination of service, a participant may elect to
      receive either a lump-sum amount equal to the value of the vested portion
      of his or her account, a distribution in the form of an annuity, or
      installment payments. Distributions are subject to the applicable
      provisions of the plan agreement and applicable tax laws. Benefit claims
      are recorded as distributions when they have been approved for payment and
      paid by the Plan.

      PARTICIPANT NOTES RECEIVABLE - Participants may borrow up to a maximum of
      $50,000 or 50% of the vested portion of his or her account balance,
      whichever is less. Loans are treated as a transfer to/from the investment
      fund from/to Participant Notes Receivable. A loan is secured by the
      balance in the participant's account and bears interest at a rate
      commensurate with market rates for similar loans, as defined (5.25% to
      10.50% and 6.00% to 11.50% for the years ended December 31, 2002 and 2001,
      respectively).

      OTHER RECEIVABLE - The other receivable represents the difference between
      interest actually earned on underlying investments and the interest
      credited to the Ohio National Life Insurance Company ("ONLIC") Fixed
      Accumulation Account during 2001. The difference was passed back to the
      Plan through a subsequent adjustment to the credited rate of return, in
      accordance with the Plan's contract with ONLIC.

      ADMINISTRATIVE EXPENSES - The expenses of administration of the Plan,
      including the expenses of the Administrator and fees of the Trustee, shall
      be paid by the Plan unless the Plan sponsor elects to make payment.

      BASIS OF PRESENTATION - The accompanying plan financial statements have
      been prepared on the going concern basis of accounting, which contemplates
      the realization of assets and the satisfaction of liabilities in the
      ordinary course of business. On November 14, 2001, the Company and all of
      its U.S. subsidiaries (collectively, the "Debtors") filed voluntary
      petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code
      (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Southern
      District of Texas (the "Bankruptcy Court") and began operating their
      business as debtors-in-possession pursuant to the Bankruptcy Code. On
      October 31, 2002, the Company's Reorganization Plan became effective and
      the successor company emerged from bankruptcy court protection.

2.    SUMMARY OF ACCOUNTING POLICIES

      METHOD OF ACCOUNTING - The Plan's financial statements are prepared on the
      accrual basis of accounting. The preparation of financial statements in
      conformity with generally accepted accounting principles requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and changes therein. Actual results
      could differ from these estimates.

      INVESTMENT VALUATION - Investments in the general account and the
      guaranteed investment contract are non-fully benefit responsive and are
      stated at fair value. The term "non-fully benefit responsive" generally
      relates to investments that have or could have possible conditions,
      limitations or restrictions on participant initiated transactions.
      Investments in pooled separate accounts are stated at fair value, as
      determined by the unit value reported by Connecticut General Life
      Insurance Company ("CG Life"). Participant notes receivable are valued at
      cost which approximates fair value. The Company stock is valued at its
      quoted market price.

                                      - 5 -


      The Plan had 2,754,651 shares of the Company predecessor stock at December
      31, 2002. Pursuant to the Company's Reorganization Plan, which became
      effective October 31, 2002, all holders of Metals USA common stock were
      entitled to receive warrants in exchange for their shares in an
      approximate ratio of 1 warrant for every 10 shares of stock. On April 30,
      2003, the Company initiated the exchange of warrants for the stock. The
      Plan received approximately 275,465 warrants. The warrants were allocated
      to participants who may direct the usage of the warrants. Each warrant
      entitles to holder to purchase 1 share of the new Metals USA stock at a
      cost of $18.50/share through October 31, 2007. The warrants trade on the
      American Stock Exchange under the sticker symbol MLT.WS.

      Purchases and sales of securities are recorded on a trade-date basis.
      Dividends are recorded on the ex-dividend date.

      RISKS AND UNCERTAINTIES - The Plan provides for investments in various
      securities through the investment funds offered to participants, including
      but not limited to, foreign and domestic equity securities, bonds and
      obligations of the U.S. government, among others. Investment securities,
      in general, are exposed to various risks, such as interest rate, credit
      and overall market volatility risk. Due to the level of risk associated
      with certain investment securities, it is reasonably possible that changes
      in the values of investment securities will occur in the near term.

3.    INVESTMENTS

      Investments that represent 5% or more of the Plan's net assets are
      separately identified below:



                                                                DECEMBER 31,
                                                       -------------------------------
                                                            2002              2001
                                                                   
        CIGNA Guaranteed Income Fund
           interest rates, 5.05% - 5.25%               $  20,810,101     $  21,870,613
        CIGNA Fidelity Advisor Equity Growth Fund          6,547,903        13,850,205
        CIGNA Janus Account                                4,152,503         8,019,322
        CIGNA Growth & Income Fund/Multi-Manager           3,537,743         6,611,142
        CIGNA Lifetime40 Fund                              3,949,869         5,992,036
        CIGNA S&P 500 Index Fund                           2,889,144         4,392,719


                                      - 6 -


      INVESTMENT PERFORMANCE - During the years ended December 31, 2002 and
      2001, the Plan's investments (including interest, dividends, realized
      gains and losses on investments bought and sold and unrealized gains and
      losses on investments held during the year) (depreciated) appreciated in
      value as follows:



                                                                              DECEMBER 31,
                                                                   ----------------------------------
                                                                        2002                2001
                                                                                
        General Account - CIGNA Charter Guaranteed Income Fund     $      842,399     $     1,099,906
        Guaranteed Investment Contract - ONLIC Fixed
           Accumulation Account                                           111,208             135,888
                                                                   --------------     ---------------

        Total                                                             953,607           1,235,794

        Pooled Separate Accounts:
           CIGNA S&P 500 Index Fund                                      (920,233)           (567,258)
           CIGNA Growth & Income Fund/Multi-Manager                    (1,714,021)         (1,077,942)
           CIGNA Global Value/Morgan Stanley                             (377,088)           (216,555)
           CIGNA Fidelity Advisor Equity Growth Fund                   (3,587,903)         (3,429,979)
           CIGNA Warburg Pincus Emerging Growth Fund
              (Advisor Shares)*                                                            (1,407,563)
           CIGNA Balanced I/Wellington Management*                                            (89,956)
           CIGNA Janus Account                                         (1,793,786)         (3,252,833)
           CIGNA Neuberger Berman Partners Trust                                              (75,014)
           CIGNA Lifetime20 Fund                                         (110,187)            (66,748)
           CIGNA Lifetime30 Fund                                         (161,062)            (44,398)
           CIGNA Lifetime40 Fund                                         (577,670)           (336,561)
           CIGNA Lifetime50 Fund                                          (72,615)            (50,713)
           CIGNA Lifetime60 Fund                                          (14,920)                542
           CIGNA Large Cap Value Fund/Levin & Co.                        (370,161)             35,242
           CIGNA Mid-size Value Fund/Wellington                          (161,796)             (7,838)
           CIGNA Mid-size Blend Fund/Cadence                              (39,588)             (3,547)
           CIGNA Mid-size Growth Fund/Artisan                            (617,036)            149,300
           CIGNA Small Cap Value Fund/Sterling                           (183,495)             (3,559)
           CIGNA Small Cap Growth Fund/Times Square                       (61,169)              5,131
           CIGNA American Century International Growth Fund               (19,937)             (1,743)
                                                                   --------------     ---------------

        Total                                                         (10,782,667)        (10,441,992)

        Common Stock - Metals USA, Inc. Stock                            (186,834)         (6,197,413)
        Participant Notes Receivable                                      190,165             231,050
                                                                   --------------     ---------------

        Net decrease                                               $   (9,825,729)    $   (15,172,561)
                                                                   ==============     ===============


        * Removed from plan in 2002

                                      - 7 -


4.    INVESTMENT CONTRACTS WITH INSURANCE COMPANIES

      The Plan participates in a contract with CG Life via an investment in the
      CIGNA Guaranteed Income Fund. CG Life commingles the assets of the CIGNA
      Guaranteed Income Fund with other assets. For the Plan's investment in the
      CIGNA Guaranteed Income Fund the Plan is credited with interest at the
      rate specified in the contract, which was 3.90% and 5.05% for the years
      ended December 31, 2002 and 2001, respectively, net of asset charges. CG
      Life prospectively guaranteed the interest rates credited for the CIGNA
      Charter Income Fund for six months. The Plan participates in a contract
      with Ohio National Life Insurance Company via an investment in the ONLIC
      Fixed Accumulation Account. For the Plan's investment in the ONLIC Fixed
      Accumulation Account, the Plan is credited with interest at the rate
      specified in the contract which was 4.85% and 5.25% for the years ended
      December 31, 2002 and 2001, respectively, net of asset charges. As
      discussed in Note 2, the CIGNA Income Fund and the ONLIC Fixed
      Accumulation Account are included in the financial statements at fair
      value which, principally because of the periodic rate reset process,
      approximates contract value.

5.    RELATED-PARTY TRANSACTIONS

      Plan assets include investments in funds managed by CG Life, a wholly
      owned subsidiary of CIGNA. CG Life is the Plan's trustee and as such,
      transactions with the trustee qualify as party-in-interest transactions.
      Personnel and facilities of the Company have been used to perform
      administrative functions for the Plan at no charge to the Plan. In
      addition, the Plan holds shares of common stock of Metals USA, Inc., the
      plan sponsor, which also qualifies as a party-in-interest.

6.    PLAN TERMINATION

      The Company has the right under the Plan to discontinue its contributions
      at any time and to terminate the Plan subject to the provisions of ERISA.
      In the event of plan termination, participants will become 100% vested in
      their accounts.

7.    TAX STATUS

      The Plan is a tax-qualified retirement plan under the Internal Revenue
      Code (the "Code") Section 401(a), with a qualified cash or deferred
      arrangement under Code Section 401(k) ("CODA") and is subject to the
      provisions of the Employee Retirement Income Security Act of 1974.

      The Plan is an adopted form of the PDS Tax Qualified 401(k) Savings Plan &
      Trust Agreements Volume Submitter Plan (the "Volume Submitter Plan"), a
      non-standardized profit sharing plan with CODA. The Volume Submitter Plan
      obtained an opinion letter from the IRS dated November 20, 2000, which
      stated that the Volume Submitter Plan was in compliance with the
      applicable requirements of the Code. The Company is in the process of
      applying for a determination letter covering the adoption agreement of the
      Volume Submitter Plan. The Company believes that the Plan is currently
      being administered in compliance with the applicable requirements of the
      Code. Therefore, no provision for income taxes has been included in the
      Plan's financial statements.

8.    TRANSFER FROM AFFILIATED PLAN

      During 2002 and 2001, certain employees and their participant balances
      were transferred to/from an affiliated plan to the Plan.

                                      - 8 -


9.    FORFEITURES

      Forfeitures result from nonvested Company contributions remaining in the
      Plan for all terminated employees. Upon reaching the break-in-service
      requirement, as defined in the plan agreement, forfeitures generated are
      added to the forfeiture reserve balance. The forfeiture reserve of $1,697
      at December 31, 2001, is included in the CIGNA Charter Guaranteed Income
      Fund and is available to offset contributions, which would be otherwise
      payable by the Company or reallocated to the participants, in accordance
      with the plan agreement. In 2001, company cash contributions were offset
      by $26,984 from forfeited nonvested accounts. There was no forfeiture
      reserve balance at December 31, 2002.

                                   * * * * * *

                                      - 9 -


METALS USA, INC. 401(k) PLAN

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2002



(a)                      (b)                                                (c)                         (d)            (e)
                                                          DESCRIPTION OF INVESTMENT INCLUDING
             IDENTITY OF ISSUE, BORROWER,                   MATURITY DATE, RATE OF INTEREST,                         CURRENT
               LESSOR, OR SIMILAR PARTY                    COLLATERAL, PAR OR MATURITY VALUE            COST          VALUE
                                                                                                      
 *    Connecticut General Life Insurance Company      CIGNA Guaranteed Income Fund                      N/A**     $ 20,810,101

 *    Connecticut General Life Insurance Company      CIGNA S&P 500 Index Fund                          N/A**        2,889,144

 *    Connecticut General Life Insurance Company      CIGNA Growth & Income Fund/Multi-Manager          N/A**        3,537,743

 *    Connecticut General Life Insurance Company      CIGNA Global Value/Morgan Stanley                 N/A**        1,635,732

 *    Connecticut General Life Insurance Company      CIGNA Fidelity Advisor Equity Growth Fund         N/A**        6,547,903

 *    Connecticut General Life Insurance Company      CIGNA Janus Account                               N/A**        4,152,503

 *    Connecticut General Life Insurance Company      CIGNA Lifetime20 Fund                             N/A**          523,516

 *    Connecticut General Life Insurance Company      CIGNA Lifetime30 Fund                             N/A**          854,868

 *    Connecticut General Life Insurance Company      CIGNA Lifetime40 Fund                             N/A**        3,949,869

 *    Connecticut General Life Insurance Company      CIGNA Lifetime50 Fund                             N/A**          741,305

 *    Connecticut General Life Insurance Company      CIGNA Lifetime60 Fund                             N/A**          455,834

 *    Connecticut General Life Insurance Company      CIGNA Large Cap Value Fund/Levin & Co.            N/A**          812,942

 *    Connecticut General Life Insurance Company      CIGNA Mid-size Value Fund/Wellington              N/A**          728,065

 *    Connecticut General Life Insurance Company      CIGNA Mid-size Blend Fund/Cadence                 N/A**          142,839

 *    Connecticut General Life Insurance Company      CIGNA Mid-size Growth Fund/Artisan                N/A**        1,647,685

 *    Connecticut General Life Insurance Company      CIGNA Small Cap Value Fund/Sterling               N/A**          585,632

 *    Connecticut General Life Insurance Company      CIGNA Small Cap Growth Fund/Times Square          N/A**          292,038

 *    Connecticut General Life Insurance Company      CIGNA American Century International
                                                        Growth Fund                                     N/A**          117,511

 *    National Financial Services Corporation         Metals USA, Inc. Common Stock                     N/A**           55,093

 *    Connecticut General Life Insurance Company      CIGNA Guaranteed Income Fund                      N/A**          850,794

 *    Ohio National Life Insurance Company            ONLIC Fixed Accumulation Account                  N/A**        1,519,818
                                                                                                                  ------------

                                                               Total investments                                    52,850,935

 *    Plan Participants                               Participant Notes Receivable bearing
                                                        interest at 6% to 11.5%
                                                                                                        N/A**        2,200,333
                                                                                                                  ------------

                                                                                                                  $ 55,051,268
                                                                                                                  ------------


 * Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.

                                     - 10 -


                                   SIGNATURES

The Plan, pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.

METALS USA, INC.

METALS USA, INC. 401(k) PLAN


July 1, 2003                      By:    /S/ TERRY L. FREEMAN
                                      -----------------------
                                         Terry L. Freeman
                                         Senior Vice President and
                                         Chief Financial Officer

                                     - 11 -


                                INDEX TO EXHIBITS



EXHIBIT
NUMBER     DESCRIPTION
        
   4       Plan Agreement for the Metals USA, Inc. 401(k) Plan as restated January 1, 2000.

99.1       Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                                     - 12 -