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<SEC-DOCUMENT>0000950152-04-006300.txt : 20040816
<SEC-HEADER>0000950152-04-006300.hdr.sgml : 20040816
<ACCEPTANCE-DATETIME>20040816123242
ACCESSION NUMBER:		0000950152-04-006300
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20040816

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OLYMPIC STEEL INC
		CENTRAL INDEX KEY:			0000917470
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051]
		IRS NUMBER:				341245650
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23320
		FILM NUMBER:		04977237

	BUSINESS ADDRESS:	
		STREET 1:		5080 RICHMOND RD
		CITY:			BEDFORD HEIGHTS
		STATE:			OH
		ZIP:			44146
		BUSINESS PHONE:		2162923800

	MAIL ADDRESS:	
		STREET 1:		5096 RICHMOND RD
		CITY:			BEDFORD HEIGHTS
		STATE:			OH
		ZIP:			44146
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>l08664ae10vq.txt
<DESCRIPTION>OLYMPIC STEEL, INC.  10-Q/QUARTER END 6-30-04
<TEXT>
<PAGE>

================================================================================

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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2004

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

                         Commission File Number 0-23320

                               OLYMPIC STEEL, INC.
             (Exact name of registrant as specified in its charter)

                    Ohio                                      34-1245650
      -------------------------------                  ----------------------
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                   Identification Number)

      5096 Richmond Road, Bedford Heights, Ohio                44146
      -----------------------------------------         ---------------------
      (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code (216) 292-3800

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes ( ) No (X)

Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:

                 Class                   Outstanding as of August 13, 2004
    -------------------------------      ---------------------------------
    Common stock, without par value                  9,863,825

================================================================================

                                     1 OF 47
<PAGE>

                              OLYMPIC STEEL, INC.
                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                  PAGE NO.
                                                                                  --------
<S>                                                                               <C>
PART I.              FINANCIAL INFORMATION

      ITEM 1.   FINANCIAL STATEMENTS

                Consolidated Balance Sheets - June 30, 2004 (unaudited) and
                  December 31, 2003 (audited)                                           3

                Consolidated Statements of Operations - for the three and six
                  months ended June 30, 2004 and 2003 (unaudited)                       4

                Consolidated Statements of Cash Flows - for the six months
                  ended June 30, 2004 and 2003 (unaudited)                              5

                Notes to Consolidated Financial Statements                           6-10

      ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS                                 11-17

      ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK              18

      ITEM 4.   CONTROLS AND PROCEDURES                                                18

PART II.             OTHER INFORMATION

      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    19

      ITEM 5.   OTHER INFORMATION                                                      19

      ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                    19-20

SIGNATURES                                                                             21

EXHIBITS                                                                            22-47
</TABLE>

                                    2 OF 47
<PAGE>

Part I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                               OLYMPIC STEEL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                           June 30,         December 31,
                                                             2004               2003
                                                         ------------       ------------
                                                          (unaudited)
<S>                                                      <C>                <C>
                            Assets
Cash                                                     $      5,670       $      3,087
Accounts receivable, net                                       97,606             56,501
Inventories                                                   132,510             92,775
Prepaid expenses and other                                      1,600              2,794
Assets held for sale                                              150                637
                                                         ------------       ------------
   Total current assets                                       237,536            155,794
                                                         ------------       ------------
Property and equipment, at cost                               153,069            152,085
Accumulated depreciation                                      (66,400)           (62,303)
                                                         ------------       ------------
   Net property and equipment                                  86,669             89,782
                                                         ------------       ------------
Investments in joint ventures                                   1,797              1,625
Deferred financing fees, net                                    1,356              1,801
                                                         ------------       ------------
   Total assets                                          $    327,358       $    249,002
                                                         ============       ============

                          Liabilities

Current portion of long-term debt                        $      4,892       $      4,877
Accounts payable                                               60,311             31,345
Accrued payroll                                                11,196              2,772
Other accrued liabilities                                      13,106              3,580
                                                         ------------       ------------
   Total current liabilities                                   89,505             42,574
                                                         ------------       ------------
Credit facility revolver                                       51,042             55,537
Term loans                                                     31,053             33,629
Industrial revenue bonds                                        3,400              3,754
                                                         ------------       ------------
   Total long-term debt                                        85,495             92,920
                                                         ------------       ------------
Deferred income taxes                                           9,252              1,272
                                                         ------------       ------------
   Total liabilities                                          184,252            136,766
                                                         ------------       ------------

                     Shareholders' Equity

Preferred stock                                                     -                  -
Common stock                                                  101,318             99,790
Officer note receivable                                          (754)              (749)
Retained earnings                                              42,542             13,195
                                                         ------------       ------------
   Total shareholders' equity                                 143,106            112,236
                                                         ------------       ------------
   Total liabilities and shareholders' equity            $    327,358       $    249,002
                                                         ============       ============
</TABLE>

      The accompanying notes are an integral part of these balance sheets.

                                    3 OF 47
<PAGE>

                               OLYMPIC STEEL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                (in thousands, except per share and tonnage data)

<TABLE>
<CAPTION>
                                                                   Three Months Ended                  Six Months Ended
                                                                        June 30,                            June 30,
                                                             -----------------------------       -----------------------------
                                                                 2004             2003               2004             2003
                                                             -----------       -----------       -----------       -----------
                                                                                        (unaudited)
<S>                                                          <C>               <C>               <C>               <C>
Tons sold

   Direct                                                        292,973           233,912           623,068           463,413
   Toll                                                           51,096            44,802           106,145            84,236
                                                             -----------       -----------       -----------       -----------
                                                                 344,069           278,714           729,213           547,649
                                                             -----------       -----------       -----------       -----------

Net sales                                                    $   222,773       $   113,401       $   409,806       $   228,281
Cost of materials sold                                           152,247            89,430           285,793           180,417
                                                             -----------       -----------       -----------       -----------

   Gross profit                                                   70,526            23,971           124,013            47,864

Operating expenses
   Warehouse and processing                                       11,425             8,147            22,309            16,135
   Administrative and general                                     13,360             5,752            23,037            11,560
   Distribution                                                    4,711             3,990             9,782             7,754
   Selling                                                         5,764             2,834            11,080             5,588
   Occupancy                                                       1,256               979             2,589             2,092
   Depreciation                                                    2,076             2,123             4,147             4,210
   Asset impairment charge                                           187                 -               487                 -
                                                             -----------       -----------       -----------       -----------
      Total operating expenses                                    38,779            23,825            73,431            47,339
                                                             -----------       -----------       -----------       -----------
   Operating income                                               31,747               146            50,582               525
Income (loss) from joint ventures                                     94                19               172               (10)
                                                             -----------       -----------       -----------       -----------
   Income before financing costs and income taxes                 31,841               165            50,754               515
Interest and other expense on debt                                 1,027               981             2,445             2,129
                                                             -----------       -----------       -----------       -----------
   Income (loss) before income taxes                              30,814              (816)           48,309            (1,614)
Income tax provision (benefit)                                    12,314              (262)           18,962              (581)
                                                             -----------       -----------       -----------       -----------
   Net income (loss)                                         $    18,500       $      (554)      $    29,347       $    (1,033)
                                                             ===========       ===========       ===========       ===========
Earnings per share:
   Net income (loss) per share - basic                       $      1.89       $     (0.06)      $      3.01       $     (0.11)
                                                             ===========       ===========       ===========       ===========
   Weighted average shares outstanding - basic                     9,794             9,645             9,734             9,644
                                                             ===========       ===========       ===========       ===========
   Net income (loss) per share - diluted                     $      1.82       $     (0.06)      $      2.90       $     (0.11)
                                                             ===========       ===========       ===========       ===========
   Weighted average shares outstanding - diluted                  10,182             9,645            10,108             9,644
                                                             ===========       ===========       ===========       ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                    4 OF 47
<PAGE>

                               OLYMPIC STEEL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 30,

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                              2004             2003
                                                                           ----------       ----------
                                                                                   (unaudited)
<S>                                                                        <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                                       $   29,347       $   (1,033)
   Adjustments to reconcile net income (loss) to net cash from
      operating activities-
         Depreciation and amortization                                          4,910            4,584
         (Income) loss from joint ventures                                       (172)              10
         Asset impairment charge                                                  487                -
         Loss (gain) on disposition of property and equipment                      28               (3)
         Long-term deferred income taxes                                        7,980              179
                                                                           ----------       ----------

                                                                               42,580            3,737

Changes in working capital:
   Accounts receivable                                                        (41,110)         (11,663)
   Inventories                                                                (39,735)          15,238
   Prepaid expenses and other                                                   1,194            4,742
   Accounts payable                                                            28,966           (6,999)
   Accrued payroll and other accrued liabilities                               18,429           (1,008)
                                                                           ----------       ----------
                                                                              (32,256)             310
                                                                           ----------       ----------
      Net cash from operating activities                                       10,324            4,047
                                                                           ----------       ----------

Cash flows from (used for) investing activities:
   Capital expenditures                                                        (1,065)            (237)
   Proceeds from disposition of property and equipment                              3            1,280
                                                                           ----------       ----------
      Net cash from (used for) investing activities                            (1,062)           1,043
                                                                           ----------       ----------
Cash flows used for financing activities:
   Credit facility revolver borrowings (payments), net                         (4,495)             317
   Scheduled repayments of long-term debt                                      (2,915)          (4,543)
   Credit facility fees and expenses                                             (318)              45
   Proceeds from exercise of stock options and employee
         stock purchases                                                        1,049                8
                                                                           ----------       ----------
      Net cash used for financing activities                                   (6,679)          (4,173)
                                                                           ----------       ----------
Cash:
   Net increase                                                                 2,583              917
   Beginning balance                                                            3,087            1,736
                                                                           ----------       ----------
   Ending balance                                                          $    5,670       $    2,653
                                                                           ==========       ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                    5 OF 47
<PAGE>

                               OLYMPIC STEEL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

           (dollars in thousands, except share and per share amounts)

(1) BASIS OF PRESENTATION:

The accompanying consolidated financial statements have been prepared from the
financial records of Olympic Steel, Inc. and its wholly-owned subsidiaries
(collectively Olympic or the Company), without audit and reflect all normal and
recurring adjustments which are, in the opinion of management, necessary to
fairly present the results of the interim periods covered by this report.
Year-to-date results are not necessarily indicative of 2004 annual results and
these financial statements should be read in conjunction with the Company's 2003
Form 10-K. All significant intercompany transactions and balances have been
eliminated in consolidation. Investments in the Company's joint ventures are
accounted for under the equity method.

(2) INVESTMENTS IN JOINT VENTURES:

The Company's two joint ventures are Olympic Laser Processing, LLC (OLP), a
company that processes laser welded sheet steel blanks for the automotive
industry, and G.S.P., LLC (GSP), a certified Minority Business Enterprise
company supporting the flat-rolled steel requirements of the automotive
industry. As of June 30, 2004, Olympic guaranteed 50% of OLP's $16,815 and 49%
of GSP's $3,143 outstanding debt on a several basis.

The following table sets forth selected data for the Company's OLP joint
venture:

<TABLE>
<CAPTION>
                                            FOR THE THREE MONTHS      FOR THE SIX MONTHS
                                               ENDED JUNE 30,            ENDED JUNE 30,
                                            --------------------     ----------------------
RESULTS OF OPERATIONS:                       2004          2003        2004          2003
- ----------------------                       ----          ----        ----          ----
<S>                                         <C>          <C>         <C>           <C>
Net sales                                   $ 8,067      $ 8,492     $ 16,275      $ 15,506
Gross profit                                  3,221        3,353        6,374         6,090
Operating income                                (29)         294          180           525
Net income (loss)                           $  (192)     $   141     $   (151)     $    196
</TABLE>

The Company records 50% of OLP's net income or loss to its Consolidated
Statements of Operations as "Income (Loss) from Joint Ventures."

The following table sets forth selected data for the Company's GSP joint
venture:

                                    6 OF 47
<PAGE>

<TABLE>
<CAPTION>
                                            FOR THE THREE MONTHS      FOR THE SIX MONTHS
                                               ENDED JUNE 30,            ENDED JUNE 30,
                                            --------------------     ----------------------
RESULTS OF OPERATIONS:                       2004          2003        2004          2003
- ----------------------                       ----          ----        ----          ----
<S>                                         <C>          <C>         <C>           <C>
Net sales                                   $ 3,777      $ 1,061     $  6,637      $  2,331
Gross profit                                    800          137        1,261           275
Operating income                                404          (95)         533          (199)
Net income (loss)                           $   387      $  (105)    $    504      $   (221)
</TABLE>

The Company records 49% of GSP's net income or loss to its Consolidated
Statements of Operations as "Income (Loss) from Joint Ventures."

(3) DEBT:

In December 2002, the Company entered into a 3-year, $132,000 secured
bank-financing agreement (the Credit Facility) comprised of a revolver and two
term loan components. The Credit Facility is collateralized by the Company's
accounts receivable, inventories, and substantially all property and equipment.
Revolver borrowings are limited to the lesser of a borrowing base, comprised of
eligible receivables and inventories, or $90,000 in the aggregate. The Company
has the option to borrow based on the agent bank's base rate or Eurodollar Rates
(EURO) plus a premium (the Premium). The Company incurred $2,181 of closing fees
and expenses in connection with this Credit Facility, which have been
capitalized and included in "Deferred Financing Fees, Net" on the accompanying
consolidated balance sheets. The Company also incurred $956 of bank amendment
and waiver fees in the fourth quarter of 2003 and the first quarter of 2004
related to the year ended December 31, 2003. These fees and expenses are being
amortized to "Interest and Other Expense on Debt." In May 2004, the Credit
Facility was extended through December 15, 2006.

The Company's effective borrowing rate inclusive of deferred financing fees for
the first six months of 2004 was 5.8% compared to 4.6% in 2003. Monthly
principal repayments of $367 commenced February 1, 2003 for the term loan
components of the Credit Facility.

The Credit Facility requires the Company to comply with various covenants, the
most significant of which include: (i) minimum availability of $10,000, tested
monthly, (ii) a minimum fixed charge coverage ratio of 1.25, and a maximum
leverage ratio of 1.75, which are tested quarterly, (iii) restrictions on
additional indebtedness, and (iv) limitations on capital expenditures. At June
30, 2004, the Company had $38,318 of availability under its Credit Facility and
was in compliance with its covenants. Using the formulas provided in the Credit
Facility, at June 30, 2004, the Company had assets to support an additional
$43,129 of borrowings; however the

                                    7 OF 47
<PAGE>

maximum $90,000 size of the revolver portion of the Credit Facility precludes
such additional borrowings.

The Company expects to increase the revolver portion of the Credit Facility by
$20,000 during the third quarter of 2004.

Included in the Credit Facility revolver balances on the accompanying
consolidated balance sheets are $9,922 and $1,716 of checks issued that have not
cleared the bank as of June 30, 2004, and December 31, 2003, respectively.

(4) DISCONTINUED OPERATIONS:

In 2002, the Company closed its unprofitable tube processing operation (Tubing)
in Cleveland, Ohio. In accordance with Statement of Financial Accounting
Standards No. 144 (SFAS No. 144), "Accounting for the Impairment or Disposal of
Long-Lived Assets," Tubing was accounted for as a discontinued operation and its
assets were written down to their estimated fair value less costs to sell. The
carrying value of the Tubing real estate is recorded as "Assets Held for Sale"
on the accompanying balance sheets and the carrying value was reduced to a
balance of $150 as of June 30, 2004 to reflect the contractual sales price of
the property. The sale is expected to be completed in the third quarter of 2004.
The $487 reduction is recorded as an "Asset Impairment Charge" on the
accompanying Consolidated Statement of Operations.

(5) SHARES OUTSTANDING AND EARNINGS PER SHARE:

Earnings per share have been calculated based on the weighted average number of
shares outstanding. Weighted average basic shares outstanding were 9.8 and 9.6
million for the quarter ended June 30, 2004 and June 30, 2003, respectively.
Weighted average basic shares outstanding were 9.7 and 9.6 million for the six
months ended June 30, 2004 and June 30, 2003, respectively. Weighted average
diluted shares outstanding were 10.2 and 9.6 million for the quarter ended June
30, 2004 and June 30, 2003, respectively. Weighted average diluted shares
outstanding were 10.1 and 9.6 million for the six months ended June 30, 2004 and
June 30, 2003, respectively. The dilution is attributable to stock options as
detailed in the following table:

                                    8 OF 47
<PAGE>

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS ENDED JUNE 30, 2004
                                                         ----------------------------------------
                                                                          SHARES       PER SHARE
                                                           INCOME    (IN THOUSANDS)     AMOUNT
                                                           ------    --------------     ------
<S>                                                      <C>         <C>               <C>
BASIC EPS
Income available to common shareholders                    $18,500        9,794       $   1.89
EFFECT OF DILUTIVE SECURITIES
Stock Options                                                               388
DILUTED EPS
Income available to common shareholders plus assumed
conversions                                                $18,500       10,182       $   1.82
</TABLE>

<TABLE>
<CAPTION>
                                                          FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                                          --------------------------------------
                                                                         SHARES       PER SHARE
                                                           INCOME    (IN THOUSANDS)     AMOUNT
                                                           ------    --------------     ------
<S>                                                       <C>        <C>              <C>
BASIC EPS
Income available to common shareholders                    $29,347        9,734       $   3.01
EFFECT OF DILUTIVE SECURITIES
Stock Options                                                               374
DILUTED EPS
Income available to common shareholders plus assumed
conversions                                                $29,347       10,108       $   2.90
</TABLE>

(6) STOCK OPTIONS:

At June 30, 2004, stock options to purchase 1,064,629 shares were outstanding,
of which 615,462 were exercisable at prices ranging from $1.97 to $15.50 per
share, none of which were anti-dilutive as of June 30, 2004. For the periods
ended June 30, 2003, all stock options were anti-dilutive.

Statement of Financial Accounting Standards No. 123 (SFAS No. 123), "Accounting
for Stock-Based Compensation," encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations. Accordingly, compensation cost for stock options is
measured as the

                                    9 OF 47
<PAGE>

excess, if any, of the quoted market price of the Company's stock at the date of
the grant over the amount an employee must pay to acquire the stock.

If the Company had elected to recognize compensation cost based on the fair
value of the options granted at the grant date under SFAS No. 123, net income
and earnings per share would have been reduced by the amounts shown below:

<TABLE>
<CAPTION>
                                               FOR THE THREE MONTHS              FOR THE SIX MONTHS
                                                  ENDED JUNE 30,                    ENDED JUNE 30,
                                           -------------------------        ----------------------------
                                               2004            2003            2004              2003
                                               ----            ----            ----              ----
<S>                                        <C>               <C>            <C>               <C>
Net income (loss), as reported             $   18,500        $  (554)       $   29,347        $  (1,033)
Pro forma expense, net of tax                    (658)          (179)             (725)            (238)
                                           ----------        -------        ----------        ---------
Pro forma net income (loss)                $   17,842        $  (733)       $   28,622        $  (1,271)
                                           ==========        =======        ==========        =========
Basic net income (loss) per share:
   As reported                             $     1.89        $ (0.06)       $     3.01        $   (0.11)
                                           ==========        =======        ==========        =========
   Pro forma                               $     1.83        $ (0.07)       $     2.94        $   (0.13)
                                           ==========        =======        ==========        =========
Diluted net income (loss) per share:
   As reported                             $     1.82        $ (0.06)       $     2.90        $   (0.11)
                                           ==========        =======        ==========        =========
   Pro forma                               $     1.75        $ (0.07)       $     2.83        $   (0.13)
                                           ==========        =======        ==========        =========
</TABLE>

(7) INVENTORIES:

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                 JUNE 30,     DEC. 31,
                                                                  2004         2003
                                                                 -------      --------
<S>                                                             <C>           <C>
Unprocessed                                                     $ 95,674      $65,709
Processed and Finished                                            36,836       27,066
                                                                --------      -------
Totals                                                          $132,510      $92,775
                                                                ========      =======
</TABLE>

(8) SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid during the first six months of 2004 and 2003 totaled $2,007 and
$1,517, respectively. Taxes paid during the first six months of 2004 and 2003
totaled $4,146 and $0, respectively.

                                    10 of 47
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

The following discussion and analysis of our financial conditions and results
are based upon the consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires us to make
estimates and assumptions that affect the amounts reported in the financial
statements. Actual results could differ from these estimates under different
assumptions or conditions. On an ongoing basis, we monitor and evaluate our
estimates and assumptions.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in preparation of our consolidated
financial statements:

Allowance for Doubtful Accounts Receivable

We maintain an allowance for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. The allowance is
maintained at a level considered appropriate based on historical experience and
specific customer collection issues that we have identified. Estimations are
based upon a calculated percentage of accounts receivable and judgments about
the probable effects of economic conditions on certain customers. We can not
guarantee that the rate of future credit losses will be similar to past
experience. We consider all available information when assessing each quarter
the adequacy of our allowance for doubtful accounts.

Inventory Valuation

Our inventories are stated at the lower of cost or market and include the costs
of the purchased steel, internal and external processing, and inbound freight.
Cost is determined using the specific identification method. We regularly review
our inventory on hand and record provisions for obsolete and slow-moving
inventory based on historical and current sales trends. Changes in product
demand and our customer base may affect the value of inventory on hand, which
may require higher provisions for obsolete or slow-moving inventory.

                                    11 OF 47
<PAGE>

Impairment of Long-Lived Assets

We evaluate the recoverability of long-lived assets and the related estimated
remaining lives whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Events or changes in circumstances which
could trigger an impairment review include significant underperformance relative
to the historical or projected future operating results, significant changes in
the manner or the use of the assets or the strategy for the overall business, or
significant negative industry or economic trends. We record an impairment or
change in useful life whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable or the useful life has changed.

Income Taxes

At December 31, 2003, on the consolidated balance sheet, in Deferred Income
Taxes, we recorded, as an offset to the estimated temporary differences between
the tax basis of assets and liabilities and the reported amounts on the
consolidated balance sheets, the tax effect of operating loss and tax credit
carryforwards. During the first half of 2004, we generated sufficient income to
utilize all of the operating loss and tax credit carryforwards.

Revenue Recognition

Revenue is recognized in accordance with the Securities and Exchange
Commission's Staff Accounting Bulletin No. 104, "Revenue Recognition." For both
direct and toll shipments, revenue is recognized when steel is shipped to the
customer and title is transferred. Virtually all of our sales are shipped and
received within 1 day. Sales returns and allowances are treated as reductions to
sales and are provided for based on historical experience and current estimates
and are immaterial to the consolidated financial statements.

OVERVIEW

Our results of operations are affected by numerous external factors, such as
general business, economic and political conditions, competition, steel pricing
and availability, energy prices, pricing and availability of raw materials used
in the production of steel, customer demand for steel and their ability to
manage their credit line availability in an escalating price market and layoffs
or work stoppages by suppliers' or customers' personnel.

We sell a broad range of products, many of which have different gross profits
and margins. Products that have more value-added processing generally have a
greater gross profit and higher margins. Accordingly, our overall gross profit
is affected by product mix, the amount of

                                    12 OF 47
<PAGE>

processing performed, the availability of steel, volatility in selling prices
and material purchase costs. We perform toll processing of customer-owned steel,
the majority of which is performed by our Detroit and Georgia operations.

Our two joint ventures are Olympic Laser Processing, LLC (OLP), a company that
processes laser welded sheet steel blanks for the automotive industry, and
G.S.P., LLC (GSP), a certified Minority Business Enterprise company supporting
the flat-rolled steel requirements of the automotive industry. Our 50% interest
in OLP and 49% interest in GSP are accounted for under the equity method. We
guarantee portions of outstanding debt under both of the joint venture
companies' bank credit facilities. As of June 30, 2004, we guaranteed 50% of
OLP's $16.8 million and 49% of GSP's $3.1 million of outstanding debt on a
several basis.

Financing costs include interest expense on debt and deferred financing and bank
amendment fees amortized to expense.

We sell certain products internationally, primarily in Puerto Rico and Mexico.
All international sales and payments are made in United States dollars. Recent
international sales have been immaterial to our consolidated financial results.

In 2002, we closed our unprofitable tube processing operation (Tubing) in
Cleveland, Ohio. In accordance with Statement of Financial Accounting Standards
No. 144 (SFAS No. 144), "Accounting for the Impairment or Disposal of Long-Lived
Assets," Tubing has been accounted for as a discontinued operation and its
assets were written down to their estimated fair value less costs to sell. The
carrying value of the Tubing real estate is recorded as "Assets Held for Sale"
on the accompanying balance sheets and the carrying value was reduced to a
balance of $150 thousand as of June 30, 2004 to reflect the contractual sales
price of the property. The sale is expected to be completed in the third quarter
of 2004. The $487 thousand reduction is recorded as an "Asset Impairment Charge"
on the accompanying Consolidated Statements of Operations.

The collective bargaining agreement covering hourly plant employees at our
Detroit facility expired on June 30, 2004, however, negotiations are on-going. A
collective bargaining agreement for employees at our Minneapolis coil facility
expires on September 30, 2005, whereas agreements covering other Detroit and
Minneapolis employees expire in 2006 and subsequent years. From time-to-time,
union organizing activities have been held at our other locations and a union
election is scheduled in the third quarter at our Iowa facility. We have never
experienced a work stoppage and we believe that our relationship with employees
is good. However, any prolonged work stoppages by our personnel represented by
collective bargaining units could have a material adverse effect on our results.

                                    13 OF 47
<PAGE>

RESULTS OF OPERATIONS

Tons sold increased 23.4% to 344 thousand in the second quarter of 2004 from 279
thousand in the second quarter of 2003. Tons sold in the second quarter of 2004
included 293 thousand from direct sales and 51 thousand from toll processing,
compared with 234 thousand direct tons and 45 thousand toll tons in the
comparable period of last year. Tons sold in the first half of 2004 increased
33.2% to 729 thousand from 548 thousand last year. Tons sold in the first half
included 623 thousand from direct sales and 106 thousand from toll processing,
compared with 464 thousand direct tons and 84 thousand toll tons in the
comparable period of last year. The increase in tons sold was attributable to
increased customer demand across substantially all markets. We expect strong
customer demand to continue in the second half of the year, but note that the
second half contains 8 fewer shipping days than the first half of the year, as
well as seasonal closings of certain automotive and manufacturing customers. We
believe that the availability of steel will continue to remain constrained,
which could lead to disruption in our ability to meet our customers' material
requirements.

Net sales increased 96.4% to $222.8 million in the second quarter of 2004 from
$113.4 million in the second quarter of 2003. For the first half of 2004, net
sales increased 79.5% to $409.8 million from $228.3 million. Strong customer
demand, combined with tight supply and rising raw material costs for steel
production, has resulted in a dramatic increase in steel pricing. Average
selling prices for the second quarter of 2004 increased 59.1% from last year's
second quarter and increased 33.3% from the first quarter of 2004. Market prices
for steel are expected to continue to increase in the third quarter of 2004.

As a percentage of net sales, gross profit increased to 31.7% in the second
quarter of 2004 from 21.1% in the second quarter of 2003. For the first half of
2004, gross profit increased to 30.3% from 21.0% in last year's first half. The
gross profit increase is primarily the result of strong customer demand for
steel coupled with tight supply conditions. If we are unable to pass on to our
customers the increasing costs of inventories our gross profit percentage in
subsequent quarters could be adversely affected.

Operating expenses in the second quarter of 2004 increased 62.8% to $38.8
million from $23.8 million in last year's second quarter. For the first half of
2004, operating expenses increased 55.1% to $73.4 million from $47.3 million in
last year's first half. The operating expense increases are primarily the result
of increased payroll, incentive compensation, retirement plan expenses and
distribution expenses associated with increases in sales volume and income for
the first six months. As a percentage of net sales, operating expenses decreased
to 17.4% for the second quarter of 2004 from 21.0% in the comparable 2003
period. For the first half of 2004, operating expenses decreased to 17.9% of net
sales from 20.7% in last year's first half.

                                    14 OF 47
<PAGE>

Income from joint ventures totaled $94 thousand in the second quarter of 2004,
compared with $19 thousand in the second quarter of 2003. For the first half of
2004, income from joint ventures totaled $172 thousand compared with losses of
$10 thousand in 2003.

Financing costs totaled $1.0 million for both the second quarter of 2004 and
2003. For the first six months of 2004, Financing costs increased to $2.4
million from $2.1 million in 2003. Our effective borrowing rate inclusive of
deferred financing fees for the first six months of 2004 was 5.8% compared to
4.6% in 2003. We have the option to borrow based on the agent bank's base rate
or Eurodollar Rate (EURO) plus a premium (the Premium). Effective borrowing
rates primarily increased as a result of waiver and amendment fees charged by
our bank group for the period ended December 31, 2003.

For the second quarter of 2004, we reported income before income taxes of $30.8
million compared to the 2003 second quarter loss before income taxes of $816
thousand. An income tax provision of 40.0% was recorded for the second quarter
of 2004 and a tax benefit of 32.1% was recorded for the second quarter of 2003.
For the first six months of 2004, we reported income before income taxes of
$48.3 million compared to the 2003 six month loss before income taxes of $1.6
million. An income tax provision of 39.3% was recorded during the first six
months of 2004 compared to a 36.0% benefit recorded during the comparable 2003
period. We expect the effective tax rate, which includes federal, state and
local income taxes, to approximate 40% for the balance of the year. Taxes paid
in the second quarter of 2004 and the first six months of 2004 totaled $4.1
million. There were no taxes paid during the first six months of 2003.

Net income for the second quarter of 2004 totaled $18.5 million or $1.82 per
diluted share, compared to a net loss of $554 thousand or $.06 per diluted share
for the second quarter of 2003. Net income for the first half of 2004 totaled
$29.3 million or $2.90 per diluted share, compared to a net loss of $1.0 million
or $.11 per diluted share in the first half of 2003.

LIQUIDITY AND CAPITAL RESOURCES

Our principal capital requirements are to fund working capital needs, the
purchase and upgrading of processing equipment and facilities, and investments
in joint ventures. We use cash generated from operations, leasing transactions,
and our credit facility to fund these requirements.

Working capital at June 30, 2004 increased $34.8 million from the end of the
prior year. The increase was primarily attributable to a $41.1 million increase
in accounts receivables and a $39.7 million increase in inventories, offset in
part by a $29.0 million increase in accounts payable and an $18 million increase
in accrued payroll and accrued liabilities from December 31,

                                    15 OF 47
<PAGE>

2003. We diligently managed our accounts receivable and inventories. Since the
beginning of 2004, days sales outstanding decreased by 7 days and the number of
shipping days held in inventory decreased by 6 days.

Net cash provided by operating activities totaled $10.3 million for the six
months ended June 30, 2004. Cash generated from earnings before non-cash items
totaled $42.6 million, while cash used for working capital components totaled
$32.3 million. The increases in steel pricing and sales volume have resulted in
higher levels of inventory and accounts receivable, causing a significant usage
of working capital. Steel prices are expected to increase further in the third
quarter, resulting in a continued significant usage of working capital.

During the first six months of 2004, net cash used for investing activities
totaled $1.1 million, consisting of capital spending. We do not expect to make
significant capital expenditures during the remainder of the year; however, we
anticipate acquiring $3-$4 million of new laser processing equipment which will
be financed through leases.

Net cash used for financing activities during the first half of 2004 totaled
$6.7 million and primarily consisted of scheduled principal repayments under our
debt agreements and reductions in borrowings under our revolving credit line,
partially offset by proceeds from the exercise of stock options.

In December 2002, we entered into a 3-year, $132 million secured bank-financing
agreement (the Credit Facility) which significantly reduced our financing costs.
The Credit Facility is comprised of a revolver and two term loan components. The
Credit Facility is collateralized by our accounts receivable, inventories, and
substantially all property and equipment. Revolver borrowings are limited to the
lesser of a borrowing base, comprised of eligible receivables and inventories,
or $90 million in the aggregate. We incurred $2.2 million of closing fees and
expenses in connection with this Credit Facility, which have been capitalized
and included in "Deferred Financing Fees, Net" on the accompanying consolidated
balance sheets. These costs, along with the bank waiver and amendment fees, are
being amortized to interest and other expense. Monthly principal payments of
$367 thousand commenced February 1, 2003 for the term loan components of the
Credit Facility. In May 2004, the credit facility was extended through December
15, 2006.

The Credit Facility requires us to comply with various covenants, the most
significant of which include: (i) minimum availability of $10 million, tested
monthly, (ii) a minimum fixed charge coverage ratio of 1.25, and a maximum
leverage ratio of 1.75, which are tested quarterly, (iii) restrictions on
additional indebtedness, and (iv) limitations on capital expenditures. At June
30, 2004, we had $38.3 million of availability under our Credit Facility and we
were in compliance

                                    16 OF 47
<PAGE>

with our covenants. Using the formulas provided in the Credit Facility, at June
30, 2004, we had assets to support an additional $43.1 million of borrowings;
however the maximum $90 million size of the revolver portion of the Credit
Facility precludes such additional borrowings.

We expect to increase the revolver portion of the Credit Facility by $20 million
during the third quarter of 2004.

We believe that funds available under our Credit Facility, together with funds
generated from operations, will be sufficient to provide us with the liquidity
necessary to fund anticipated working capital requirements, capital expenditure
requirements, and scheduled debt maturities over the next 12 months. Capital
requirements are subject to change as business conditions warrant and
opportunities arise.

FORWARD-LOOKING INFORMATION

This document contains various forward-looking statements and information that
are based on management's beliefs as well as assumptions made by and information
currently available to management. When used in this document, the words
"anticipate," "expect," "believe," "estimated," "project," "plan" and similar
expressions are intended to identify forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks, uncertainties
and assumptions including, but not limited to: general business, economic and
political conditions; competitive factors such as the availability and pricing
of steel and fluctuations in customer demand; the ability of customers to
maintain their credit availability in periods of escalating prices, layoffs or
work stoppages by our own or our suppliers', or customers' personnel; equipment
malfunctions or installation delays; the adequacy of information technology and
business system software; the successes of our joint ventures; the successes of
our strategic efforts and initiatives to increase sales volumes, improve cash
flows and reduce debt, maintain or improve inventory turns and reduce costs; and
customer, supplier, and competitor consolidation or insolvency. Should one or
more of these or other risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, expected, believed, estimated, projected or planned. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. We undertake no obligation to republish
revised forward-looking statements to reflect the occurrence of unanticipated
events or circumstances after the date hereof.

                                    17 OF 47
<PAGE>

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

Since the beginning of 2004, steel producers have significantly increased prices
and have imposed significant raw material surcharges. In addition, steel has
been in tight supply and demand has increased significantly during 2004. Raw
material price increases have translated into higher prices for our products. As
we utilize existing steel inventories, it has resulted in higher gross profit
dollars and margins. We expect raw material prices for our products to further
increase in the third quarter of 2004. Although we have generally been
successful in passing the increased costs and surcharges on to our customers, it
is possible that we may not be able to obtain all the material required by our
customers or pass the increased material costs fully to our customers due to the
competitive nature of the business and, in limited circumstances, contractual
limitations.

We are a variable-rate borrower and future increases in interest rates could
result in increased interest expense. Based on total variable debt levels at
June 30, 2004, a one hundred basis point increase in interest rates would
increase annual interest expense by approximately $850 thousand.

ITEM 4. CONTROLS AND PROCEDURES

We have evaluated the effectiveness of the design and operations of our
disclosure controls and procedures as of June 30, 2004. These disclosure
controls and procedures are the controls and other procedures that were designed
to ensure that information required to be disclosed in reports that are filed
with or submitted to the SEC is (i) accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosures and (ii) recorded, processed,
summarized and reported within the time periods specified in applicable law and
regulations. Based on this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of June 30, 2004, our disclosure controls
and procedures were effective.

There were no changes in our internal controls over financial reporting that
occurred during the second quarter of 2004 that has materially affected, or is
reasonably like to materially affect, our internal control over financial
reporting.

We have hired an outside consultant to assist with the Section 404 internal
control obligations of the Sarbanes-Oxley Act.

                                    18 OF 47
<PAGE>

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      (a)   The Company's annual meeting of shareholders was held on April 29,
            2004.

      (b)   At the annual meeting, the Company's shareholders elected David A.
            Wolfort, Ralph M. Della Ratta, Jr., Martin H. Elrad and Howard L.
            Goldstein as Directors for a two-year term, which expires at the
            annual meeting of shareholders in 2006.

            The following tabulation represents voting for the Directors:

<TABLE>
<CAPTION>
                                 For         Abstained
                                 ---         ---------
<S>                           <C>            <C>
David A Wolfort               7,754,907       104,562
Ralph M. Della Ratta, Jr      7,831,979        27,490
Martin H. Elrad               7,754,907       104,562
Howard L. Goldstein           7,831,407        28,062
</TABLE>

ITEM 5. OTHER INFORMATION

The Company has entered into employment agreements, effective July 1, 2004, with
Michael D. Siegal and Richard T. Marabito, its Chief Executive Officer and Chief
Financial Officer, respectively. The agreements, which run through December 31,
2006, contain both non-competition and non-solicitation covenants. Messrs.
Siegal's and Marabito's base salaries are $575,000 and $300,000, respectively.

The Board of Directors has also approved, effective July 1, 2004, an increase in
the salary of David Wolfort, the Company's President and Chief Operating
Officer, to $425,000. Finally, the compensation of each director was increased
to $45,000 per annum, effective January 1, 2005, with the Chairman of the Audit
Committee receiving an additional $10,000 and the Chairs of the Compensation and
Nominating Committees each receiving an additional $5,000 per annum.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

              Exhibit 4.8 - Amendment No. 6 to Amended and Restated Credit
                            Agreement dated May 21, 2004 by and among Olympic
                            Steel, Inc., five banks and Comerica Bank, as
                            Administrative Agent.

                                    19 OF 47
<PAGE>

              Exhibit 10.12 - Michael D. Siegal Employment Contract, dated July
                              1, 2004.

              Exhibit 10.13 - Richard T. Marabito Employment Contract, dated
                              July 1, 2004.

              Exhibit 31.1 - Certification of the Principal Executive Officer
                             pursuant to Section 302 of the Sarbanes-Oxley Act
                             of 2002.

              Exhibit 31.2 - Certification of the Principal Financial Officer
                             pursuant to Section 302 of the Sarbanes-Oxley Act
                             of 2002.

              Exhibit 32.1 - Certification of the Principal Executive Officer
                             pursuant to Section 906 of the Sarbanes-Oxley Act
                             of 2002.

              Exhibit 32.2 - Certification of the Principal Financial Officer
                             pursuant to Section 906 of the Sarbanes-Oxley Act
                             of 2002.

      (b)   Reports on Form 8-K

              Report on Form 8-K dated April 29, 2004 to report the results of
              operations for the three months ended March 31, 2004.

                                    20 OF 47
<PAGE>

                                   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 thereto duly authorized.

                                                 OLYMPIC STEEL, INC.
                                                 (Registrant)

Date: August 13, 2004                            By: /s/ Michael D. Siegal
                                                     ---------------------------
                                                 MICHAEL D. SIEGAL
                                                 Chairman of the Board and Chief
                                                 Executive Officer

                                                 By: /s/ Richard T. Marabito
                                                     ---------------------------
                                                 RICHARD T. MARABITO
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)

                                    21 OF 47

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>2
<FILENAME>l08664aexv4w8.txt
<DESCRIPTION>EXHIBIT 4.8
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.8

            AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDMENT dated as of May 21, 2004, by and among the financial
institutions whose signatures appear below (individually a "Bank," collectively
the "Banks"), Comerica Bank, as Administrative Agent for the Banks (in such
capacity, "Agent"), and Olympic Steel, Inc., an Ohio corporation (the
"Company").

      RECITALS:

      A.    Company, Agent and Comerica Bank, Fifth Third Bank, Standard Federal
Bank N.A., Fleet Capital Corporation and KeyBank National Association are
parties to that certain Amended and Restated Credit Agreement dated as of
December 30, 2002, as previously amended ("Credit Agreement").

      B.    Company, the Banks and Agent desire to amend the Credit Agreement as
set forth below.

      NOW THEREFORE, the parties agree as follows:

      1. The definitions of "Revolving Credit Maturity Date", "Term Loan A
Maturity Date" and "Term Loan B Maturity Date" set forth in Section 1.1 of the
Credit Agreement are amended to read as follows:

            "`Revolving Credit Maturity Date' shall mean the earlier to occur of
      (i) December 15, 2006, as such date may be extended pursuant to Section
      2.16 hereof, and (ii) the date on which the Revolving Credit Aggregate
      Commitment shall terminate in accordance with the provisions of this
      Agreement."

            "`Term Loan A Maturity Date' shall mean December 15, 2006, as such
      date may be extended under Section 4.13 of this Agreement."

            "`Term Loan B Maturity Date' shall mean December 15, 2006, as such
      date may be extended under Section 4.13 of this Agreement."

      2.    Except as expressly modified hereby, all the terms and conditions of
the Credit Agreement shall remain in full force and effect.

      3.    Company hereby represents and warrants that, after giving effect to
the amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Credit Agreement are within its corporate powers, have been duly
authorized, are not in contravention of law or the terms of its Articles of
Incorporation or Bylaws, and do not require the consent or approval of any
governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Credit Agreement,
will be valid and binding in accordance with their terms; (b) the continuing
representations and warranties made by Company set forth in Sections 6.1 through
6.19 and 6.21 through 6.24 of the Credit Agreement

                                    22 OF 47
<PAGE>

are true and correct on and as of the date hereof with the same force and effect
as if made on and as of the date hereof; (c) the continuing representations and
warranties of Company set forth in Section 6.20 of the Credit Agreement are true
and correct as of the date hereof with respect to the most recent financial
statements furnished to the Bank by Company in accordance with Section 7.1of the
Credit Agreement; and (d) no Default or Event of Default has occurred and is
continuing as of the date hereof.

      4.    Capitalized terms used but not defined herein shall have the meaning
set forth in the Credit Agreement.

      5.    This Amendment may be signed in counterparts.

      6.    This Amendment shall become effective (according to the terms and as
of the date hereof) upon satisfaction by Company of the following conditions:

            (a)   Agent shall have received counterpart originals of this
      Amendment, in each case duly executed and delivered by Company, the Banks,
      and the Guarantors; and

            (b)   Company shall have paid to the Agent for the benefit of the
      Banks the fee referred to in Section 7, below.

      WITNESS the due execution hereof as of the day and year first above
written.

COMERICA BANK,                              OLYMPIC STEEL, INC.
as Agent

By:_______________________________         By:__________________________________

Its: _____________________________         Its: ________________________________

SWING LINE BANK:                           COMERICA BANK

                                           By:__________________________________

                                           Its: ________________________________

ISSUING BANK:                              COMERICA BANK

                                    23 OF 47
<PAGE>

                                           By:__________________________________

                                           Its: ________________________________

BANKS:                                     COMERICA BANK

                                           By:__________________________________

                                           Its: ________________________________

                                           STANDARD FEDERAL BANK N.A.

                                           By:__________________________________

                                           Its: ________________________________

                                           FIFTH THIRD BANK

                                           By:__________________________________

                                           Its: ________________________________

                                           FLEET CAPITAL CORPORATION

                                           By:__________________________________

                                           Its: ________________________________

                                           KEYBANK NATIONAL ASSOCIATION

                                           By:__________________________________

                                           Its: ________________________________

                                    24 OF 47
<PAGE>

Acknowledged by the undersigned Guarantor as of May 21, 2004.

                           :               GUARANTORS:

                                           OLYMPIC STEEL LAFAYETTE, INC.

                                           By: _________________________________

                                           Its:_________________________________

                                           OLYMPIC STEEL MINNEAPOLIS, INC.

                                           By:__________________________________

                                           Its: ________________________________

                                           OLYMPIC STEEL IOWA, INC.

                                           By:__________________________________

                                           Its: ________________________________

                                           OLY STEEL WELDING, INC.

                                           By:__________________________________

                                           Its: ________________________________

                                           OLYMPIC STEEL RECEIVABLES, L.L.C.

                                           By:__________________________________

                                           Its:_________________________________

                                    25 OF 47

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>3
<FILENAME>l08664aexv10w12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.12

                              EMPLOYMENT AGREEMENT

      This EMPLOYMENT AGREEMENT (THE "Agreement"), effective as of July 1, 2004
(the "Effective Date"), by and between OLYMPIC STEEL, INC., an Ohio corporation
("Olympic"), and MICHAEL D. SIEGAL, an individual ("Siegal").

                                    RECITALS:

      WHEREAS, Siegal has served for many years as an executive officer of
Olympic, including serving as Olympic's Chief Executive Officer since 1994; and

      WHEREAS, Olympic desires to assure itself of the continued employment of
Siegal.

      NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the Company and Siegal agree as follows:

      1. Term. Olympic hereby employs Siegal and Siegal hereby accepts such
employment, for an initial term commencing on the Effective Date and ending on
December 31, 2006, unless sooner terminated in accordance with the provisions of
Section 4 or Section 5 (the "Initial Term"). Following expiration of the Initial
Term, such employment of Siegal will continue in accordance with the terms of
this Agreement from year to year (each, a "Renewal Term") thereafter (subject to
termination as aforesaid), unless either party notifies the other party in
writing prior to ninety (90) days before the expiration of the Initial Term or
any Renewal Term of its intention to not renew this Agreement (the Initial Term
and any Renewal Term (but not after any termination) being hereinafter
collectively referred to as the "Term").

      2. Duties. Siegal will serve as Chief Executive Officer of Olympic, and
will faithfully perform for Olympic and its subsidiaries the duties of an
executive, managerial or administrative nature as will be specified and
designated from time to time by Olympic's Board of Directors (the "Board of
Directors"). Siegal will devote substantially all of his business time and
effort to the performance of his duties hereunder

      3. Compensation.

            3.1 Salary. (a) During the Term, Olympic will pay Siegal a salary at
the rate of Five Hundred Seventy-Five Thousand Dollars ($575,000) per annum (the
"Annual Salary"). The Annual Salary may be increased by an amount as the
Compensation Committee of the Board of Directors (the "Compensation Committee")
will determine in its sole discretion. The Annual Salary will be payable in
accordance with the Company's standard payroll practices, subject to normal and
customary payroll deductions as may be required pursuant to any applicable law,
or government regulation or ruling.

                                    26 OF 47

<PAGE>

            3.2 Benefits. Siegal will be permitted during the Term to
participate in all group life, hospitalization or disability insurance plans,
health programs, retirement plans or similar benefits that are generally
available to other senior executive officers of Olympic (collectively, the
"Benefits"), on the same terms as such other executives, in each case to the
extent that Siegal is eligible under the terms of such plans or programs.

            3.3 Expenses. Olympic will pay or reimburse Siegal for all
reasonable out-of-pocket expenses actually incurred or paid by Siegal during the
Term in the performance of Siegal's services under this Agreement, provided that
Siegal submits to Olympic proof of such expenses, using properly completed forms
as prescribed from time to time by Olympic.

            3.4 Annual Bonus. During the Term, Siegal will be entitled to
participate in Olympic's Senior Management Compensation Program, in such amount
and with such target levels as is determined by the Compensation Committee (the
"Annual Bonus).

      4. Death or Disability.

            4.1 Termination of Employment. If Siegal dies during the Term, this
Agreement and Siegal's employment hereunder will terminate, and the obligations
of Olympic to or with respect to Siegal will terminate in their entirety except
as otherwise provided under this Section 4. If Siegal, by virtue of ill health
or other physical or mental disability, is unable to perform substantially and
continuously any material portion of the duties assigned to him for one hundred
eighty (180) days in the aggregate during any twelve (12) month period, or for
any ninety (90) consecutive days (in each case, a "Disability"), Olympic will
have the right to terminate the employment of Siegal upon notice in writing to
Siegal, provided, however that Siegal will have the right to, within ten (10)
days after receipt of such termination notice, dispute Olympic's ability to
terminate him for Disability under this Section 4.1. Within ten (10) days after
exercising such right, Siegal will submit to a physical examination by the Chief
of Medicine of any major hospital in the metropolitan Cleveland, Ohio area.
Unless such physician issues a written statement within ten (10) days after the
date of such physical examination to the effect that, in such physician's
opinion based on his or her diagnosis, Siegal is capable of resuming his
employment and devoting his full time and energy to discharging his duties
hereunder, Olympic will have the right to terminate Siegal under this Section
4.1 without further dispute.

            4.2 Earned and Accrued Annual Salary, Etc. Upon termination under
Section 4.1, Siegal (or Siegal's estate or beneficiaries in the case of the
death of Siegal) will be entitled to receive any Annual Salary, Annual Bonus and
other Benefits earned and accrued under this Agreement, and reimbursement under
this Agreement for expenses incurred, prior to the date of termination (for
these purposes, if such termination occurs during a fiscal year, the Annual
Bonus for such fiscal year will be prorated based upon the number of days in
such fiscal year which elapsed before such termination, and will be paid at the
time provided for in Section 3.4).

            4.3 Continuation of Annual Salary; Benefits. In addition to the
compensation payable under Section 4.2, upon any termination under Section 4.1,
Siegal

                                    27 OF 47

<PAGE>

(or his estate in the case of his death) will be entitled to payments of one (1)
year's Annual Salary, payable in a lump sum. Further, Siegal and/or his
surviving spouse, if any, and minor children (collectively, the "Dependents")
will be eligible to continue to participate in Olympic's health insurance
programs, at the expense of Olympic, for one (1) year after the date of such
termination. After such one-year period, Siegal's Dependents will be entitled to
participate in any insurance program of the Company to the extent required by
federal or state law. No provision of this Agreement will limit any of Siegal's
(or his Dependants') rights under any insurance, pension or other benefit
programs of Olympic for which Siegal will be eligible at the time of such death
or Disability. Except as expressly provided in Sections 4.2 and 4.3, in the
event of a termination of Siegal's employment under 4.1, Siegal will have no
further rights, and the Company will have no further liability, under this
Agreement.

      5. Certain Terminations of Employment.

            5.1 Termination for Cause. For purposes of this Agreement, "Cause"
will be deemed to exist if Siegal: (i) is convicted of (or pleads no contest to)
a felony involving an act or acts of dishonesty by Siegal or which resulted or
intended to result directly or indirectly in substantial gain or personal
enrichment at the expense of the Company or is convicted of any crime of moral
turpitude (other than resulting from actions taken at the direction or with the
approval of the Board of Directors); (ii) is found by reasonable determination
of the Board of Directors, made in good faith, to have engaged in: (A) willful
misconduct; (B) willful or gross neglect; (C) fraud; (D) misappropriation; or
(E) embezzlement in the performance of his duties hereunder; or (iii) breaches
in any material respect the terms and provisions of this Agreement and fails to
cure such breach within ten (10) days following written notice from the Company
specifying such breach. Olympic may terminate Siegal's employment hereunder for
Cause on written notice (which notice will specify the reasons for such
termination) given to Siegal at any time following the occurrence of any of the
events described in clauses (i) through (ii) above, and on written notice given
to Siegal at any time not less than 30 days following the occurrence of any of
the events described in clause (iii) above. Upon such termination for Cause,
Siegal will be entitled to receive any Annual Salary, Annual Bonus, and other
Benefits earned and accrued under this Agreement, and reimbursement under this
Agreement for expenses incurred, prior to the date of such termination. Except
as expressly provided in this Section 5.1, in the event of a termination of
Siegal's employment for Cause, Siegal will have no further rights, and the
Company will have no further liability, under this Agreement.

            5.2 Termination by Olympic Without Cause. During the Term, Olympic
may terminate Siegal's employment hereunder for any reason on at least thirty
(30) days' written notice given to Siegal. If Olympic so terminates Siegal
during the Term, other than pursuant to Section 4, Section 5.1 (and other than
in the case of a non-renewal of the Term under Section 5.3), then Siegal will be
entitled to receive any Annual Salary, Annual Bonus, other Benefits earned and
accrued under this Agreement, and reimbursement under this Agreement for
expenses incurred, prior to the date of such termination. In addition, during
the period ending on the later of (i) the termination of

                                    28 OF 47

<PAGE>

this Agreement, or (ii) one year following the date of any such termination
under this Section 5.2, Siegal will also be entitled to:

            (A) continue to receive the Annual Salary payable in the amounts and
      at the times provided for in Section 3.1 as if such employment had not
      otherwise been so terminated;

            (B) continue to receive the Annual Bonus (if any) payable at the
      times provided for in Section 3.4 as if such employment had not otherwise
      been so terminated; and

            (C) continue to receive any Benefits to which Siegal is otherwise
      entitled hereunder on substantially the same terms and conditions;
      provided, however, that such continuation of Benefits will not be required
      hereunder to the extent that Siegal is entitled (absent any individual
      waivers or other arrangements) to receive during such period the same type
      of coverage from another employer or recipient of Siegal's services.

      Except as expressly provided in this Section 5.2, in the event of a
termination of Siegal's employment under this Section 5.2, Siegal will have no
further rights, and the Company will have no further liability, under this
Agreement.

            5.3 Non-Renewal. Upon Olympic's notification to Siegal of its
intention not to renew this Agreement pursuant to Section 1, this Agreement and
Siegal's employment hereunder will terminate at the end of the then-occurring
Initial Term or Renewal Term, as applicable. If Olympic elects not to renew this
Agreement, then Siegal will be entitled to receive any Annual Salary, Annual
Bonus, other Benefits earned and accrued under this Agreement, and reimbursement
under this Agreement for expenses incurred, prior to the date of such
termination. In addition, during the one (1) year period immediately following
the date of any such termination under this Section 5.3, Siegal will also be
entitled to: (A) continue to receive the Annual Salary payable in the amounts
and at the times provided for in Section 3.1 as if such employment had not
otherwise been so terminated; and (B) continue to receive any Benefits to which
Siegal is otherwise entitled hereunder on substantially the same terms and
conditions; provided, however, that such continuation of Benefits will not be
required hereunder to the extent that Siegal is entitled (absent any individual
waivers or other arrangements) to receive during such period the same type of
coverage from another employer or recipient of Siegal's services. Except as
expressly provided in this Section 5.3, in the event of a termination of
Siegal's employment under this Section 5.3, Siegal will have no further rights,
and the Company will have no further liability, under this Agreement.

      6. Non-Competition. During the period (the "Restrictive Period") ending
one (1) year following the date of Siegal's termination of employment for
whatever reason (the "Termination Date"), Siegal will not become a principal of
or assume control of, and

                                29 OF 47

<PAGE>

will not take a management, consultant, or other position with: (i) any steel
service center or distributor conducting business within those portions of the
United States wherein the Company is conducting business on the Termination
Date; or (ii) a business engaged in direct competition with any other
significant business carried on by the Company on the Termination Date;
provided, however, that nothing in this Section 6 will preclude ownership by
Siegal of less than five percent (5%) of the equity of a corporation, limited
liability company or other business entity, and that such ownership standing
alone, will not be deemed competition with the Company within the meaning of
this Section 6.

      7. Non-Solicitation; Non-Hire. During the Restrictive Period, Siegal will
not, directly, indirectly or through an affiliate: (a) solicit, divert, take
away or attempt to solicit, divert or take away any of Olympic or any of its
subsidiaries' customers, distributors, or suppliers; or (b) hire any employee
who has left the employment of Olympic or its subsidiaries after the Effective
Date within one year of the termination of such employee's employment with
Olympic or one of its subsidiaries.

      8. Confidentiality. During the Term and all periods thereafter, Siegal
will keep secret and retain in strictest confidence, and will not use for his
benefit or the benefit of others, except in connection with the business and
affairs of Olympic and its subsidiaries, all confidential matters relating to
the business of Olympic and its subsidiaries learned by Siegal during his
employment by Olympic, including, without limitation, information with respect
to: (a) sales figures; (b) profit or loss figures; and (c) customers, clients,
suppliers, sources of supply and customer lists (collectively, the "Confidential
Company Information"). Siegal will not disclose the Confidential Company
Information to anyone outside of Olympic or its subsidiaries except with
Olympic's express written consent, except for Confidential Company Information
which: (1) is at the time of receipt or thereafter becomes publicly known
through no wrongful act of Siegal; or (2) is received from a third party not
under an obligation to keep such information confidential and without breach of
this Agreement. All memoranda, notes, lists, records and other documents (and
all copies thereof) made or compiled by Siegal or made available to Siegal
concerning the business of Olympic and its subsidiaries will be Olympic's
property and will be delivered to Olympic at any time on request.

      9. Rights and Remedies upon Breach. If Siegal breaches, or threatens to
commit a breach of, any of the provisions of Sections 6, 7 and/or 8
(collectively, the "Restrictive Covenants"), Olympic and/or its subsidiaries
will have, in addition to any and all other rights at law, and equity, the right
and remedy to have the Restrictive Covenants specifically enforced (without
posting bond) by any court having equity jurisdiction, including, without
limitation, the right to an entry against Siegal of restraining orders and
injunctions (preliminary, mandatory, temporary and permanent) against
violations, threatened or actual, and whether or not then continuing, of such
Restrictive Covenants. Siegal acknowledges and agrees that the Restrictive
Covenants are reasonable in geographical and temporal scope and in all other
respects, that any such

                                    30 OF 47

<PAGE>

breach or threatened breach of the Restrictive Covenants will cause irreparable
injury to Olympic, and that money damages will not provide an adequate remedy to
Olympic in the event of any such breach or threatened breach.

      10. Other Provisions.

            10.1 Severability. If it is determined that any of the provisions of
this Agreement, including, without limitation, any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable, the remainder of the
provisions of this Agreement will not thereby be affected and will be given full
effect, without regard to the invalid portions.

            10.2 Blue-Penciling. If any court determines that any of the
covenants contained in this Agreement, including, without limitation, any of the
Restrictive Covenants or any part thereof, is unenforceable because of the
duration or scope of such provision, then, after such determination has become
final and unappealable, the duration or scope of such provision, as the case may
be, will be reduced so that such provision becomes enforceable and, in its
reduced form, such provision will then be enforceable and will be enforced.

            10.3 Enforceability; Jurisdiction. Olympic and Siegal intend to and
hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts
of any jurisdiction within the geographical scope of the Restrictive Covenants.
If the courts of any one or more of such jurisdictions hold the Restrictive
Covenants wholly unenforceable by reason of breadth of scope or otherwise, it is
the intention of Olympic and Siegal that such determination not bar or in any
way affect Olympic's right or the right of its subsidiaries to the relief
provided above in the courts of any other jurisdiction within the geographical
scope of such Restrictive Covenants, such Restrictive Covenants as they relate
to each jurisdiction being, for this purpose, severable, diverse and independent
covenants.

            10.4 Notices. Any notice or other communication required or
permitted hereunder will be in writing and will be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid. Any such notice will be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, five days after the date of deposit in the United
States mails as follows:

                  (i) If to Olympic, to:

                        Olympic Steel, Inc.
                        5096 Richmond Road
                        Bedford, Ohio 44146
                        Attention:     Chairperson of the Compensation Committee
                                       of the Board of Directors

                                    31 OF 47


<PAGE>


                        With a copy to:

                        Marc H. Morgenstern, Esq.
                        Kahn Kleinman, LPA
                        1301 East Ninth Street, Suite 2600
                        Cleveland, Ohio 44114-1824

                  (ii) If to Siegal to:

                        Michael D. Siegal
                        921 West Hill Drive
                        Gates Mills, Ohio 44040

Any such person may by notice given in accordance with this Section to the other
parties hereto designate another address or person for receipt by such person of
notices hereunder.

            10.5 Entire Agreement.This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with the exception of the Management
Retention Agreement entered into by and between Olympic and Siegal on or about
April 20, 2000, which shall remain in full force and effect. In the event of any
conflict between this Agreement and the Management Retention Agreement, the
terms of the Management Retention Agreement shall prevail.

            10.6 Waivers and Amendments. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by the parties or, in the case of a waiver,
by the party waiving compliance. No delay on the part of any part in exercising
any right, power or privilege hereunder will operate as a waiver thereof, nor
will any waiver on the part of any party of any such right, power or privilege
nor any single or partial exercise of any such right, power or privilege,
preclude any other or further exercise thereof or the exercise of any other such
right, power or privilege.

            10.7 Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of the State of Ohio without regard to
principles of conflicts of law.

            10.8 Assignment. This Agreement, and Siegal's rights and obligations
hereunder, may not be assigned by Siegal, and any purported assignment by Siegal
in violation hereof will be null and void. In the event of any sale, transfer or
other disposition of all or substantially all of Olympic's assets or business,
whether by merger, consolidation or otherwise, Olympic may assign this Agreement
and its rights hereunder.

            10.9 Binding Effect. This Agreement will be binding upon and inure
to the benefit of the parties and their respective successors, permitted
assigns, heirs, executors and legal representatives.

            10.10 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
will be an

                                    32 OF 47

<PAGE>

original but all such counterparts together will constitute one and
the same instrument. Each counterpart may consist of two copies hereof each
signed by one of the parties hereto.

            10.11 Headings. The headings in this Agreement are for reference
only and will not affect the interpretation of this Agreement.

      IN WITNESS WHEREOF, the parties hereto have signed their names on the
Effective Date.

                            "OLYMPIC"

                            OLYMPIC STEEL, INC.

                            By:_________________________________________
                            Print Name:  David A. Wolfort
                            Its:  President and Chief Operating Officer

                            "SIEGAL"

                            ____________________________________________
                            Michael D. Siegal

                                    33 OF 47

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>l08664aexv10w13.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.13

                              EMPLOYMENT AGREEMENT

      This EMPLOYMENT AGREEMENT (THE "Agreement"), effective as of July 1, 2004
(the "Effective Date"), by and between OLYMPIC STEEL, INC., an Ohio corporation
("Olympic"), and RICHARD T. MARABITO, an individual ("Marabito").

                                    RECITALS:

      WHEREAS, Marabito has served for many years as an executive officer of
Olympic, including serving as Olympic's Chief Financial Officer since 2000; and

      WHEREAS, Olympic desires to assure itself of the continued employment of
Marabito.

NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the Company and Marabito agree as follows:

      1. Term. Olympic hereby employs Marabito and Marabito hereby accepts such
employment, for an initial term commencing on the Effective Date and ending on
December 31, 2006, unless sooner terminated in accordance with the provisions of
Section 4 or Section 5 (the "Initial Term"). Following expiration of the Initial
Term, such employment of Marabito will continue in accordance with the terms of
this Agreement from year to year (each, a "Renewal Term") thereafter (subject to
termination as aforesaid), unless either party notifies the other party in
writing prior to ninety (90) days before the expiration of the Initial Term or
any Renewal Term of its intention to not renew this Agreement (the Initial Term
and any Renewal Term (but not after any termination) being hereinafter
collectively referred to as the "Term").

      2. Duties. Marabito will serve as Chief Financial Officer of Olympic, and
will faithfully perform for Olympic and its subsidiaries the duties of an
executive, managerial or administrative nature as will be specified and
designated from time to time by Olympic's Chief Executive Officer and Board of
Directors (the "Board of Directors"). Marabito will devote substantially all of
his business time and effort to the performance of his duties hereunder.

      3. Compensation.

      3.1 Salary. (a) During the Term, Olympic will pay Marabito a salary at the
rate of Three Hundred Thousand Dollars ($300,000) per annum (the "Annual
Salary"). The Annual Salary may be increased by an amount as the Compensation
Committee of the Board of Directors (the "Compensation Committee") will
determine in its sole discretion. The Annual Salary will be payable in
accordance with the Company's

                                    34 OF 37

<PAGE>

standard payroll practices, subject to normal and customary payroll deductions
as may be required pursuant to any applicable law, or government regulation or
ruling.

            3.2 Benefits. Marabito will be permitted during the Term to
participate in all group life, hospitalization or disability insurance plans,
health programs, retirement plans or similar benefits that are generally
available to other senior executive officers of Olympic (collectively, the
"Benefits"), on the same terms as such other executives, in each case to the
extent that Marabito is eligible under the terms of such plans or programs.

            3.3 Expenses. Olympic will pay or reimburse Marabito for all
reasonable out-of-pocket expenses actually incurred or paid by Marabito during
the Term in the performance of Marabito's services under this Agreement,
provided that Marabito submits to Olympic proof of such expenses, using properly
completed forms as prescribed from time to time by Olympic.

            3.4 Annual Bonus. During the Term, Marabito will be entitled to
participate in Olympic's Senior Management Compensation Program, in such amount
and with such target levels as is determined by the Compensation Committee (the
"Annual Bonus).

      4. Death or Disability.

            4.1 Termination of Employment. If Marabito dies during the Term,
this Agreement and Marabito's employment hereunder will terminate, and the
obligations of Olympic to or with respect to Marabito will terminate in their
entirety except as otherwise provided under this Section 4. If Marabito, by
virtue of ill health or other physical or mental disability, is unable to
perform substantially and continuously any material portion of the duties
assigned to him for one hundred eighty (180) days in the aggregate during any
twelve (12) month period, or for any ninety (90) consecutive days (in each case,
a "Disability"), Olympic will have the right to terminate the employment of
Marabito upon notice in writing to Marabito, provided, however that Marabito
will have the right to, within ten (10) days after receipt of such termination
notice, dispute Olympic's ability to terminate him for Disability under this
Section 4.1. Within ten (10) days after exercising such right, Marabito will
submit to a physical examination by the Chief of Medicine of any major hospital
in the metropolitan Cleveland, Ohio area. Unless such physician issues a written
statement within ten (10) days after the date of such physical examination to
the effect that, in such physician's opinion based on his or her diagnosis,
Marabito is capable of resuming his employment and devoting his full time and
energy to discharging his duties hereunder, Olympic will have the right to
terminate Marabito under this Section 4.1 without further dispute.

            4.2 Earned and Accrued Annual Salary, Etc. Upon termination under
Section 4.1, Marabito (or Marabito's estate or beneficiaries in the case of the
death of Marabito) will be entitled to receive any Annual Salary, Annual Bonus
and other Benefits earned and accrued under this Agreement, and reimbursement
under this Agreement for expenses incurred, prior to the date of termination
(for these purposes, if such termination occurs during a fiscal year, the Annual
Bonus for such fiscal year will be prorated based

                                    35 OF 47

<PAGE>

upon the number of days in such fiscal year which elapsed before such
termination, and will be paid at the time provided for in Section 3.4).

            4.3 Continuation of Annual Salary; Benefits. In addition to the
compensation payable under Section 4.2, upon any termination under Section 4.1,
Marabito (or his estate in the case of his death) will be entitled to one year's
Annual Salary, payable in a lump sum. Further, Marabito and/or his surviving
spouse, if any, and minor children (collectively, the "Dependents") will be
eligible to continue to participate in Olympic's health insurance programs, at
the expense of Olympic, for one (1) year after the date of such termination.
After such one-year period, Marabito's Dependents will be entitled to
participate in any insurance program of the Company to the extent required by
federal or state law. No provision of this Agreement will limit any of
Marabito's (or his Dependants') rights under any insurance, pension or other
benefit programs of Olympic for which Marabito will be eligible at the time of
such death or Disability. Except as expressly provided in Sections 4.2 and 4.3,
in the event of a termination of Marabito's employment under 4.1, Marabito will
have no further rights, and the Company will have no further liability, under
this Agreement.

      5. Certain Terminations of Employment.

            5.1 Termination for Cause. For purposes of this Agreement, "Cause"
will be deemed to exist if Marabito: (i) is convicted of (or pleads no contest
to) a felony, involving an act or acts of dishonesty by Marabito or which
resulted or intended to result directly or indirectly in substantial gain or
personal enrichment at the expense of the Company or is convicted of any crime
of moral turpitude (other than resulting from actions taken at the direction or
with the approval of the Board of Directors); (ii) is found by reasonable
determination of the Board of Directors, made in good faith, to have engaged in:
(A) willful misconduct; (B) willful or gross neglect; (C) fraud; (D)
misappropriation; or (E) embezzlement in the performance of his duties
hereunder; or (iii) breaches in any material respect the terms and provisions of
this Agreement and fails to cure such breach within ten (10) days following
written notice from the Company specifying such breach. Olympic may terminate
Marabito's employment hereunder for Cause on written notice (which notice will
specify the reasons for such termination) given to Marabito at any time
following the occurrence of any of the events described in clauses (i) through
(ii) above, and on written notice given to Marabito at any time not less than 30
days following the occurrence of any of the events described in clause (iii)
above. Upon such termination for Cause, Marabito will be entitled to receive any
Annual Salary, Annual Bonus and other Benefits earned and accrued under this
Agreement, and reimbursement under this Agreement for expenses incurred, prior
to the date of such termination. Except as expressly provided in this Section
5.1, in the event of a termination of Marabito's employment for Cause, Marabito
will have no further rights, and the Company will have no further liability,
under this Agreement.

            5.2 Termination by Olympic Without Cause. During the Term, Olympic
may terminate Marabito's employment hereunder for any reason on at least thirty
(30) days' written notice given to Marabito. If Olympic so terminates Marabito
during the Term, other than pursuant to Section 4, Section 5.1 (and other than
in the case of a non-

                                    36 OF 47

<PAGE>

renewal of the Term under Section 5.3), then Marabito will be entitled to
receive any Annual Salary, Annual Bonus, other Benefits earned and accrued under
this Agreement, and reimbursement under this Agreement for expenses incurred,
prior to the date of such termination. In addition, during the period ending on
the later of (1) the termination of this Agreement, or (ii) one (1) year
following the date of any such termination under this Section 5.2, Marabito will
also be entitled to:

            (A) continue to receive the Annual Salary payable in the amounts and
      at the times provided for in Section 3.1 as if such employment had not
      otherwise been so terminated;

            (B) continue to receive the Annual Bonus (if any) payable at the
      times provided for in Section 3.4 as if such employment had not otherwise
      been so terminated; and

            (C) continue to receive any Benefits to which Marabito is otherwise
      entitled hereunder on substantially the same terms and conditions;
      provided, however, that such continuation of Benefits will not be required
      hereunder to the extent that Marabito is entitled (absent any individual
      waivers or other arrangements) to receive during such period the same type
      of coverage from another employer or recipient of Marabito's services.

      Except as expressly provided in this Section 5.2, in the event of a
termination of Marabito's employment under this Section 5.2, Marabito will have
no further rights, and the Company will have no further liability, under this
Agreement.

            5.3 Non-Renewal. Upon Olympic's notification to Marabito of its
intention not to renew this Agreement pursuant to Section 1, this Agreement and
Marabito's employment hereunder will terminate at the end of the then-occurring
Initial Term or Renewal Term, as applicable. If Olympic elects not to renew this
Agreement, then Marabito will be entitled to receive any Annual Salary, Annual
Bonus, other Benefits earned and accrued under this Agreement, and reimbursement
under this Agreement for expenses incurred, prior to the date of such
termination. In addition, during the one (1) year period immediately following
the date of any such termination under this Section 5.3, Marabito will also be
entitled to: (A) continue to receive the Annual Salary payable in the amounts
and at the times provided for in Section 3.1 as if such employment had not
otherwise been so terminated; and (B) continue to receive any Benefits to which
Marabito is otherwise entitled hereunder on substantially the same terms and
conditions; provided, however, that such continuation of Benefits will not be
required hereunder to the extent that Marabito is entitled (absent any
individual waivers or other arrangements) to receive during such period the same
type of coverage from another employer or recipient of Marabito's services.
Except as expressly provided in this Section 5.3, in the event of a termination
of Marabito's employment under this Section 5.3, Marabito will have no further
rights, and the Company will have no further liability, under this Agreement.

                            37 OF 47

<PAGE>

      6. Non-Competition. During the period (the "Restrictive Period") ending
one (1) year following the date of Marabito's termination of employment for
whatever reason (the "Termination Date"), Marabito will not become a principal
of or assume control of, and will not take a management, consultant, or other
position with: (i) any steel service center or distributor conducting business
within those portions of the United States wherein the Company is conducting
business on the Termination Date; or (ii) a business engaged in direct
competition with any other significant business carried on by the Company on the
Termination Date; provided, however, that nothing in this Section 6 will
preclude ownership by Marabito of less than five percent (5%) of the equity of a
corporation, limited liability company or other business entity, and that such
ownership standing alone, will not be deemed competition with the Company within
the meaning of this Section 6.

      7. Non-Solicitation; Non-Hire. During the Restrictive Period, Marabito
will not, directly, indirectly or through an affiliate: (a) solicit, divert,
take away or attempt to solicit, divert or take away any of Olympic or any of
its subsidiaries' customers, distributors, or suppliers; or (b) hire any
employee who has left the employment of Olympic or its subsidiaries after the
Effective Date within one year of the termination of such employee's employment
with Olympic or one of its subsidiaries.

      8. Confidentiality. During the Term and all periods thereafter, Marabito
will keep secret and retain in strictest confidence, and will not use for his
benefit or the benefit of others, except in connection with the business and
affairs of Olympic and its subsidiaries, all confidential matters relating to
the business of Olympic and its subsidiaries learned by Marabito during his
employment by Olympic, including, without limitation, information with respect
to: (a) sales figures; (b) profit or loss figures; and (c) customers, clients,
suppliers, sources of supply and customer lists (collectively, the "Confidential
Company Information"). Marabito will not disclose the Confidential Company
Information to anyone outside of Olympic or its subsidiaries except with
Olympic's express written consent, except for Confidential Company Information
which: (1) is at the time of receipt or thereafter becomes publicly known
through no wrongful act of Marabito; or (2) is received from a third party not
under an obligation to keep such information confidential and without breach of
this Agreement. All memoranda, notes, lists, records and other documents (and
all copies thereof) made or compiled by Marabito or made available to Marabito
concerning the business of Olympic and its subsidiaries will be Olympic's
property and will be delivered to Olympic at any time on request.

      9. Rights and Remedies upon Breach. If Marabito breaches, or threatens to
commit a breach of, any of the provisions of Sections 6, 7 and/or 8
(collectively, the "Restrictive Covenants"), Olympic and/or its subsidiaries
will have, in addition to any and all other rights at law, and equity, the right
and remedy to have the Restrictive Covenants specifically enforced (without
posting bond) by any court having equity jurisdiction, including, without
limitation, the right to an entry against Marabito of restraining orders and
injunctions (preliminary, mandatory, temporary and permanent)

                            38 OF 47

<PAGE>

against violations, threatened or actual, and whether or not then continuing, of
such Restrictive Covenants. Marabito acknowledges and agrees that the
Restrictive Covenants are reasonable in geographical and temporal scope and in
all other respects, that any such breach or threatened breach of the Restrictive
Covenants will cause irreparable injury to Olympic, and that money damages will
not provide an adequate remedy to Olympic in the event of any such breach or
threatened breach.

      10. Other Provisions.

            10.1 Severability. If it is determined that any of the provisions of
this Agreement, including, without limitation, any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable, the remainder of the
provisions of this Agreement will not thereby be affected and will be given full
effect, without regard to the invalid portions.

            10.2 Blue-Penciling. If any court determines that any of the
covenants contained in this Agreement, including, without limitation, any of the
Restrictive Covenants or any part thereof, is unenforceable because of the
duration or scope of such provision, then, after such determination has become
final and unappealable, the duration or scope of such provision, as the case may
be, will be reduced so that such provision becomes enforceable and, in its
reduced form, such provision will then be enforceable and will be enforced.

            10.3 Enforceability; Jurisdiction. Olympic and Marabito intend to
and hereby confer jurisdiction to enforce the Restrictive Covenants upon the
courts of any jurisdiction within the geographical scope of the Restrictive
Covenants. If the courts of any one or more of such jurisdictions hold the
Restrictive Covenants wholly unenforceable by reason of breadth of scope or
otherwise, it is the intention of Olympic and Marabito that such determination
not bar or in any way affect Olympic's right or the right of its subsidiaries to
the relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, such Restrictive Covenants as
they relate to each jurisdiction being, for this purpose, severable, diverse and
independent covenants.

            10.4 Notices. Any notice or other communication required or
permitted hereunder will be in writing and will be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid. Any such notice will be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, five days after the date of deposit in the United
States mails as follows:

                           (i) If to Olympic, to:

                                    Olympic Steel, Inc.
                                    5096 Richmond Road
                                    Bedford, Ohio  44146
                                    Attention:  Chief Executive Officer

                                    39 OF 47

<PAGE>

                                    With a copy to:

                                    Marc H. Morgenstern, Esq.
                                    Kahn Kleinman, LPA
                                    1301 East Ninth Street, Suite 2600
                                    Cleveland, Ohio  44114-1824

                           (ii) If to Marabito to:

                                    Richard T. Marabito
                                    7919 Sherman Road
                                    Gates Mills, Ohio  44040

Any such person may by notice given in accordance with this Section to the other
parties hereto designate another address or person for receipt by such person of
notices hereunder.

            10.5 Entire Agreement.This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with the exception of the Management
Retention Agreement entered into by and between Olympic and Marabito on or about
April 20, 2000, which shall remain in full force and effect. In the event of any
conflict between this Agreement and the Management Retention Agreement, the
terms of the Management Retention Agreement shall prevail.

            10.6 Waivers and Amendments. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by the parties or, in the case of a waiver,
by the party waiving compliance. No delay on the part of any part in exercising
any right, power or privilege hereunder will operate as a waiver thereof, nor
will any waiver on the part of any party of any such right, power or privilege
nor any single or partial exercise of any such right, power or privilege,
preclude any other or further exercise thereof or the exercise of any other such
right, power or privilege.

            10.7 Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of the State of Ohio without regard to
principles of conflicts of law.

            10.8 Assignment. This Agreement, and Marabito's rights and
obligations hereunder, may not be assigned by Marabito, and any purported
assignment by Marabito in violation hereof will be null and void. In the event
of any sale, transfer or other disposition of all or substantially all of
Olympic's assets or business, whether by merger, consolidation or otherwise,
Olympic may assign this Agreement and its rights hereunder.

                                    40 OF 47

<PAGE>

            10.9 Binding Effect. This Agreement will be binding upon and inure
to the benefit of the parties and their respective successors, permitted
assigns, heirs, executors and legal representatives.

            10.10 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
will be an original but all such counterparts together will constitute one and
the same instrument. Each counterpart may consist of two copies hereof each
signed by one of the parties hereto.

            10.11 Headings. The headings in this Agreement are for reference
only and will not affect the interpretation of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have signed their names on the
Effective Date.

                            "OLYMPIC"

                            OLYMPIC STEEL, INC.

                            By:_______________________________
                            Print Name:  Michael D. Siegal
                            Its:  Chief Executive Officer

                            "MARABITO"

                            __________________________________
                            Richard T. Marabito

                                    41 OF 47

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>5
<FILENAME>l08664aexv31w1.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 31.1

                CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

                     PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d)

                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Michael D. Siegal, the Chairman & Chief Executive Officer of Olympic Steel,
Inc. (the "Company"), certify that:

            (1)   I have reviewed this quarterly report on Form 10-Q of the
                  Company;

            (2)   Based on my knowledge, this quarterly report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  quarterly report;

            (3)   Based on my knowledge, the financial statements, and other
                  financial information included in this quarterly report,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the Company
                  as of, and for, the periods presented in this quarterly
                  report;

            (4)   The Company's other certifying officer and I are responsible
                  for establishing and maintaining disclosure controls and
                  procedures (as defined in Exchange Act Rules 13a-15(e) and
                  15d-15(e)) and internal control over financial reporting (as
                  defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
                  Company and we have:

                  (a)   designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the Company, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this quarterly report is being prepared;

                  (b)   designed such internal control over financial reporting,
                        or caused such internal control over financial reporting
                        to be designed under our supervision, to provide
                        reasonable assurance regarding the

                                    42 OF 47

<PAGE>

                        reliability of financial reporting and the preparation
                        of financial statements for external purposes in
                        accordance with generally accepted accounting
                        principles;

                  (c)   evaluated the effectiveness of the Company's disclosure
                        controls and procedures and presented in this quarterly
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this quarterly report based on such
                        evaluation; and

                  (d)   disclosed in this quarterly report any change in the
                        Company's internal control over financial reporting that
                        occurred during the Company's most recent fiscal quarter
                        (the Company's fourth fiscal quarter in the case of an
                        annual report) that has materially affected, or is
                        reasonably likely to materially affect, the Company's
                        internal control over financial reporting; and

            (5)   The Company's other certifying officer and I have disclosed,
                  based on our most recent evaluation of internal controls over
                  financial reporting, to the Company's auditors and the audit
                  committee of the Company's board of directors (or persons
                  performing the equivalent function):

                  (a)   all significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the Company's ability to record,
                        process, summarize and report financial information; and

                  (b)   any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the Company's internal control over financial
                        reporting.

By: /s/ Michael D. Siegal
   ----------------------------------
Michael D. Siegal
Olympic Steel, Inc.
Chairman & Chief Executive Officer

August 13, 2004

                                    43 OF 47


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>6
<FILENAME>l08664aexv31w2.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
<PAGE>


                                                                    EXHIBIT 31.2

                CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

                     PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d)

                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Richard T. Marabito, the Chief Financial Officer of Olympic Steel, Inc. (the
"Company"), certify that:

            (1)   I have reviewed this quarterly report on Form 10-Q of the
                  Company;

            (2)   Based on my knowledge, this quarterly report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  quarterly report;

            (3)   Based on my knowledge, the financial statements, and other
                  financial information included in this quarterly report,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the Company
                  as of, and for, the periods presented in this quarterly
                  report;

            (4)   The Company's other certifying officer and I are responsible
                  for establishing and maintaining disclosure controls and
                  procedures (as defined in Exchange Act Rules 13a-15(e) and
                  15d-15(e)) and internal control over financial reporting (as
                  defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
                  Company and we have:

                  (a)   designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the Company, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this quarterly report is being prepared;

                  (b)   designed such internal control over financial reporting,
                        or caused such internal control over financial reporting
                        to be designed under our supervision, to provide
                        reasonable assurance regarding the

                                    44 OF 47

<PAGE>

                        reliability of financial reporting and the preparation
                        of financial statements for external purposes in
                        accordance with generally accepted accounting
                        principles;

                  (c)   evaluated the effectiveness of the Company's disclosure
                        controls and procedures and presented in this quarterly
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this quarterly report based on such
                        evaluation; and

                  (d)   disclosed in this quarterly report any change in the
                        Company's internal control over financial reporting that
                        occurred during the Company's most recent fiscal quarter
                        (the Company's fourth fiscal quarter in the case of an
                        annual report) that has materially affected, or is
                        reasonably likely to materially affect, the Company's
                        internal control over financial reporting; and

            (5)   The Company's other certifying officer and I have disclosed,
                  based on our most recent evaluation of internal control over
                  financial reporting, to the Company's auditors and the audit
                  committee of the Company's board of directors (or persons
                  performing the equivalent function):

                  (a)   all significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the Company's ability to record,
                        process, summarize and report financial information; and

                  (b)   any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the Company's internal control over financial
                        reporting.

By: /s/ Richard T. Marabito
   ----------------------------------
Richard T. Marabito
Olympic Steel, Inc.
Chief Financial Officer

August 13, 2004

                                    45 OF 47


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>7
<FILENAME>l08664aexv32w1.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 32.1

                CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

                           PURSUANT TO 18 U.S.C. 1350

                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, Michael D. Siegal, Chairman and Chief Executive Officer of Olympic Steel,
Inc. (the "Company"), certify that to the best of my knowledge, based upon a
review of the Quarterly Report on Form 10-Q for the period ended June 30, 2004,
of the Company (the "Report"):

            (1) The Report fully complies with the requirements of Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended; and

            (2) The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

By: /s/ Michael D. Siegal
   ----------------------------------
Michael D. Siegal
Olympic Steel, Inc.
Chairman & Chief Executive Officer

August 13, 2004

                                    46 OF 47


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>8
<FILENAME>l08664aexv32w2.txt
<DESCRIPTION>EXHIBIT 32.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 32.2

                CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

                           PURSUANT TO 18 U.S.C. 1350

                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, Richard T. Marabito, Chief Financial Officer of Olympic Steel, Inc. (the
"Company"), certify that to the best of my knowledge, based upon a review of the
Quarterly Report on Form 10-Q for the period ended June 30, 2004 of the Company
(the "Report"):

            (1) The Report fully complies with the requirements of Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended; and

            (2) The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

By: /s/ Richard T. Marabito
   ----------------------------------
Richard T. Marabito
Olympic Steel, Inc.
Chief Financial Officer

August 13, 2004

                                    47 OF 47

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
