FORM 8-K
                             WASHINGTON, D.C. 20549


                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: August 23, 2002

                         Commission File Number 1-13123

                                METALS USA, INC.
             (Exact name of Registrant as Specified in its Charter)

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

               HOUSTON, TEXAS                             77056
  (Address of Principal Executive Offices)             (Zip Code)

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



                                METALS USA, INC.

                                    FORM 8-K


Today, Metals USA, Inc., a Delaware corporation (the "Company") filed in
preliminary form its proposed plan of reorganization (the "Reorganization Plan")
and the related preliminary disclosure statement (the "Preliminary Disclosure
Statement") with the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division. The Company together with all of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code
on November 14, 2001.

On June 21, 2002, the Company announced that it had reached an agreement with
the Creditors' Committee on the terms of the Reorganization Plan, subject to
definitive documentation and obtaining the required approvals and exit
financing. Under the agreed terms, the Reorganization Plan would provide that
the Company's existing equity be extinguished and the unsecured creditors would
receive 100% of the New Common Stock in the reorganized Company to discharge
approximately $380.0 million of unsecured claims. Holders of the existing equity
will receive five-year warrants to purchase an aggregate of up to fifteen
percent (15%) of the New Common Stock of the reorganized Company. The warrants
will have an exercise price calculated at full recovery for all unsecured
creditors. In addition, the Company will seek listing of the New Common Stock on
a nationally recognized market or exchange. The Company cannot provide any
assurance as to whether a market will develop for the warrants. All currently
outstanding options of the Company will be cancelled on the effective date of
the Reorganization Plan. The Reorganization Plan will provide for the
establishment of a new equity incentive plan for employees to be administered by
the Board of Directors of the newly reorganized Company. Additionally, the Board
of Directors of the newly reorganized Company will consist of five or seven
members at the discretion of the Creditors' Committee and will include at least
one executive officer from the reorganized Company.

The Company will ask the Bankruptcy Court to hold a hearing in September 2002 to
determine the adequacy of the Disclosure Statement to be used for distribution
and voter solicitation. Once the Bankruptcy Court approves the Disclosure
Statement as having adequate information to permit an informed vote to accept or
reject the Reorganization Plan, the Company will mail copies of the Disclosure
Statement for a vote. At the Reorganization Plan confirmation hearing, which is
approximately 30 days following the Disclosure Statement hearing, the Bankruptcy
Court will determine whether the voting classes have accepted the Reorganization
Plan or rule that it is otherwise confirmable under applicable bankruptcy law.
If the Reorganization Plan is confirmed, the Company will then be permitted to
consummate the transactions described in the Reorganization Plan to emerge from
bankruptcy. This is generally done within ten to fifteen days following the
confirmation of the Reorganization Plan. Assuming the Reorganization Plan is
accepted by the claim holders and the Bankruptcy Court grants the confirmation
order within the time table set forth above, it is possible that the Company
could emerge from bankruptcy in November 2002.

As bankruptcy law does not permit solicitation of an acceptance or rejection of
the Reorganization Plan until the Bankruptcy Court approves the applicable
Disclosure Statement relating to the Reorganization Plan as having adequate
information, this announcement is not intended to be, nor should it be construed
as, a solicitation for a vote on the Reorganization Plan. The Company will
emerge from Chapter 11 if and when the Reorganization Plan receives the
requisite creditor approvals and is confirmed by the Bankruptcy Court.


The forecasted financial results and other forward-looking statements contained
in the Preliminary Disclosure Statement are based on estimates and assumptions
that are inherently uncertain and, though considered reasonable by the Company,
are subject to significant business, economic and competitive uncertainties and
contingencies, all of which are difficult to predict and many of which are
beyond the control of the Company. Accordingly, there can be no assurance that
the forecasted results or such other forward-looking statements will be
realized. Moreover it is entirely possible that the actual results obtained will
be significantly higher or lower than the forecasted financial statements
contained in the Preliminary Disclosure Statement contemplate. The Company may
revise any or all of these estimates, assumptions or forward-looking statements
at or before the confirmation hearing on the Reorganization Plan.

The Reorganization Plan and the related Preliminary Disclosure Statement are
attached hereto as exhibits to this Form 8-K and are subject to supplementation,
modification and amendment prior to confirmation.


         ----     -----------

         99.1     Plan of Reorganization Under Chapter 11 Of the United States
                  Bankruptcy Code for Metals USA, Inc and Subsidiaries, dated
                  August 23, 2002.

         99.2     Preliminary Disclosure Statement with respect to the Plan of
                  Reorganization Under Chapter 11 Of the United States
                  Bankruptcy Code for Metals USA, Inc and Subsidiaries.


    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, who has signed this report on behalf of
the Registrant.

                                              METALS USA, INC.

Date:  August 23, 2002               By:  /S/  TERRY L. FREEMAN
                                                Terry L. Freeman
                                         Senior Vice President, Treasurer
                                           and Chief Accounting Officer