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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of Earliest Event Reported): May 18, 2005

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


        Delaware                       1-13123                  76-0533626
(State or Other Jurisdiction
       of Incorporation)             (Commission               (IRS Employer
                                     File Number)            Identification No.)


     One Riverway, Suite 1100
          Houston, Texas                                          77056
(Address of Principal Executive Offices)                        (Zip Code)


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

                                       N/A
       ------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[X]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))






Item 1.01. Entry Into A Material Definitive Agreement.

Metals USA, Inc., (the "Company"), a Delaware corporation, announced that it has
entered  into an  Agreement  and Plan of Merger,  dated as of May 18,  2005 (the
"Merger  Agreement"),  with Flag Holdings  Corporation,  a Delaware  corporation
("Parent"),  and Flag  Acquisition  Corporation,  a Delaware  corporation  and a
wholly owned subsidiary of Parent ("Merger Sub"). Subject to the satisfaction or
waiver of the  conditions  contained  in the Merger  Agreement,  Merger Sub will
merge with and into the Company (the "Merger"),  with the Company  continuing as
the  surviving  corporation  ("Surviving  Corporation")  and as a  wholly  owned
subsidiary of Parent. Parent is owned by affiliates of Apollo Management,  L.P.,
a private  investment  firm.  Certain  members of the Company's  management will
participate  as equity  holders in  Surviving  Corporation  or Parent  after the
closing  of the  Merger.  Completion  of the Merger is subject to receipt of the
approval of the Company's  shareholders and certain  regulatory  authorities and
other customary closing conditions set forth in the Merger Agreement.

Pursuant to the Merger Agreement and subject to the conditions  therein,  at the
effective time of the Merger,  each outstanding share of common stock, par value
$.01 per share (the "Shares"), of the Company (excluding any Shares owned by the
Company, Parent, Merger Sub or any of their respective direct or indirect wholly
owned  subsidiaries  (which shall be cancelled  and shall cease to exist with no
payment  being made with respect  thereto) and any Shares owned by  stockholders
properly  exercising  appraisal  rights under Delaware law),  shall be converted
into and represent the right to receive $22.00 in cash, without interest.

Pursuant to the Merger Agreement and subject to the conditions therein, from and
after the effective  time of the Merger,  each  outstanding  warrant to purchase
Shares ("Warrant") issued pursuant to the Warrant Agreement, dated as of October
31, 2002,  by and between the Company and  Equiserve  Trust  Company,  N.A. (the
"Warrant Agreement"),  or otherwise,  shall represent the right to receive (upon
surrender of such Warrant and the payment to the  Surviving  Corporation  of the
exercise price thereunder) a cash payment, without interest, equal to $22.00 for
each Share underlying the Warrants. If there are any Warrants that have not been
exercised prior to the effective time of the Merger then, on the effective time,
the  Company  will  deliver  notice  to the  Warrant  Agent and the  holders  of
unexercised  Warrants  notifying them that the Company has elected to accelerate
the expiration of the Warrants to the 60th day following the effective  time. If
a Warrant has not been  exercised  prior to the effective time of the Merger but
was exercised  prior to the 60th day  following the Merger,  such holder will be
entitled  to receive  (upon  surrender  of the  Warrant  and the  payment to the
Surviving  Corporation  of the  exercise  price  thereunder)  the  cash  payment
referenced  above.  Any Warrant that remains  unexercised  for more than 60 days
following the expiration acceleration notice will expire.

Pursuant to the Merger  Agreement and subject to the conditions  therein,  as of
the  effective  time of the Merger,  each option to  purchase  Shares  under the
Company's 2002 Long-Term  Incentive Plan (the "2002 Plan") or otherwise (whether
vested or unvested) (other than options held by certain  executive  officers and
other members of senior  management who may be required to convert their options
into the  right to  purchase  the stock of either  the  Parent or the  Surviving
Corporation) will be cancelled and shall be entitled to receive,  from Parent or
from the Surviving  Corporation,  as soon as practicable following the Effective
Time,  a cash payment  equal to the amount by which $22.00  exceeds the exercise
price for each Share underlying such option, less applicable withholding taxes.

Pursuant to the Merger  Agreement and subject to the conditions  therein,  as of
the effective time of the Merger, each outstanding and unvested right to receive
one  Share  ("MUSA  Deferred  Stock  Right")  granted  under  the  2002  Plan or
otherwise,  will be  cancelled  and  converted  into the right to receive,  from
Parent or from the Surviving  Corporation,  as soon as practicable following the
Effective  Time, an amount in cash equal to the Merger  Consideration  (less any
applicable withholding taxes and without interest).

The  foregoing  description  of the  Merger  Agreement  does not  purport  to be
complete and is qualified in its entirety by reference to the Merger  Agreement,
which is filed as an exhibit hereto, and is incorporated herein by reference.




Item 8.01. Other Events

In connection with the Merger Agreement,  at the specific request of Parent, and
as a  condition  to  Parent's  willingness  to enter into the Merger  Agreement,
Citadel  Equity Fund Ltd.  ("CEF")  and  Citadel  Credit  Trading  Ltd.  ("CCT")
(individually a "Stockholder" and collectively, the "Stockholders") entered into
a  Support  Agreement,  dated as of May 18,  2005,  with  Parent  (the  "Support
Agreement").  Pursuant to the Support Agreement,  the Stockholders  agreed to be
present (in person or by proxy) at any meeting of the Company's stockholders and
at every  postponement or adjournment  thereof and to vote or cause to be voted,
all of their  Shares:  (a) in favor of (1) approval of the Merger  Agreement and
the transactions  contemplated  thereby,  including the Merger and (2) any other
matter that is required by law or any regulatory authority to be approved by the
stockholders of the Company to facilitate the  transactions  contemplated by the
Merger  Agreement,  including  the Merger and (b)  against  (1) any  Acquisition
Proposal (as defined below) other than as contemplated by the Merger  Agreement,
(2) any  liquidation  or winding up of the Company and (3) any other action that
may reasonably be expected to impede, interfere with, delay, postpone or attempt
to  discourage  or have the  effect  of  discouraging  the  consummation  of the
transactions  contemplated by the Merger  Agreement,  including the Merger.  The
Support Agreement also provides that in certain limited circumstances in which a
Stockholder  fails  either to be present at the meeting or to provide a proxy in
advance of the meeting,  such Stockholder  grants Parent an irrevocable proxy to
vote such Stockholder's  shares of Common Stock, solely on the matters described
in the immediately preceding sentence,  effective until the valid termination of
the Support Agreement.

Each Stockholder  also agreed to certain  restrictions on its ability to sell or
transfer  its Shares  until the  termination  of the  Support  Agreement.  These
restrictions include an agreement not to: (i) sell, transfer,  pledge, encumber,
assign, otherwise dispose of, or enter any contract, option or other arrangement
or  understanding  to do any of the foregoing or limit its voting  rights;  (ii)
grant any proxies or powers of attorney,  deposit any Shares into a voting trust
or enter into any voting  agreement;  (iii) take any action that would cause any
representation  or  warranty  of  the  Stockholders  contained  in  the  Support
Agreement  to be  untrue or have the  effect  of  preventing  or  disabling  the
Stockholders from performing its obligations thereunder; or (iv) commit or agree
to do any of the foregoing.

The Support  Agreement  terminates  upon the earlier of: (i)  termination of the
Merger Agreement in accordance with its terms;  (ii) consummation of the Merger;
(iii) any amendment to the Merger Agreement without the prior written consent of
the Stockholders that reduces the Merger Consideration below $22.00 per share or
changes the form of Merger  Consideration  to other than cash; and (iv) December
15, 2005.

"Acquisition Proposal" means any proposal or offer with respect to (i) a merger,
reorganization,    share   exchange,   consolidation,    business   combination,
recapitalization,  dissolution, liquidation or similar transaction involving the
Company; (ii) any purchase of an equity interest (including by means of a tender
or exchange offer)  representing an amount equal to or greater than a 25% voting
or economic interest in the Company; or (iii) any purchase of assets, securities
or ownership  interests  representing  an amount equal to or greater than 25% of
the  consolidated  assets of the Company and its  subsidiaries  taken as a whole
(including stock of the subsidiaries of the Company).

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.




(c) Exhibits.

     2.1  Agreement  and Plan of Merger,  dated as of May 18, 2005, by and among
          Flag Holdings  Corporation,  Flag  Acquisition  Corporation,  a wholly
          owned subsidiary of Flag Holdings Corporation, and Metals USA, Inc.

     4.2  Warrant  Agreement,  dated as of October 31, 2002,  by and between the
          Company  and  Equiserve   Trust  Company,   N.A.,  as  Warrant  Agent,
          incorporated  herein by  reference  to  Exhibit  2.3 to the  Company's
          registration statement on Form 8-A (File No. 1-13123),  filed with the
          Commission on November 20, 2002.

     10.5 Support  Agreement,  dated  as of May  18,  2005,  by and  among  Flag
          Holdings  Corporation,  Citadel  Equity Fund Ltd.,  and Citadel Credit
          Trading Ltd.





                                   SIGNATURES

     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 hereunto duly authorized.

                                      Metals USA, Inc.
                                      (Registrant)


Date:  May 19, 2005                   By: /s/ Terry L. Freeman
                                          --------------------------------------
                                          Name: Terry L. Freeman
                                          Title:  Senior Vice President & Chief
                                                  Financial Officer






                                  EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION
---------      -----------


   2.1         Agreement  and Plan of Merger,  dated as of May 18, 2005,  by and
               among Flag Holdings Corporation,  Flag Acquisition Corporation, a
               wholly owned subsidiary of Flag Holdings Corporation,  and Metals
               USA, Inc.

   4.2         Warrant  Agreement,  dated as of October 31, 2002, by and between
               the Company and Equiserve Trust Company,  N.A., as Warrant Agent,
               incorporated  herein by reference to Exhibit 2.3 to the Company's
               registration statement on Form 8-A (File No. 1-13123), filed with
               the Commission on November 20, 2002.

  10.5         Support  Agreement,  dated as of May 18, 2005,  by and among Flag
               Holdings  Corporation,  Citadel  Equity  Fund Ltd.,  and  Citadel
               Credit Trading Ltd.