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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-04-006381.txt : 20040818
<SEC-HEADER>0000950152-04-006381.hdr.sgml : 20040818
<ACCEPTANCE-DATETIME>20040818154720
ACCESSION NUMBER:		0000950152-04-006381
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20040818
EFFECTIVENESS DATE:		20040818

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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-118335
		FILM NUMBER:		04984262

	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>S-8
<SEQUENCE>1
<FILENAME>l09231asv8.txt
<DESCRIPTION>OLYMPIC STEEL, INC.           S-8
<TEXT>
<PAGE>

                                    FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

                   OHIO                                 34-1245650
     (STATE OR OTHER JURISDICTION OF        (IRS EMPLOYER IDENTIFICATION NO.)
      INCORPORATION OR ORGANIZATION)

                               5096 RICHMOND ROAD
                           BEDFORD HEIGHTS, OHIO 44146
                    (Address of principal executive offices)

                               OLYMPIC STEEL, INC.
                                STOCK OPTION PLAN
                            (Full title of the plan)

                           MICHAEL D. SIEGAL, CHAIRMAN
                               OLYMPIC STEEL, INC.
                               5096 RICHMOND ROAD
                           BEDFORD HEIGHTS, OHIO 44146
                                 (216) 292-3800
           (Name, address, and telephone number, including area code,
                             of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                       Proposed Maximum        Proposed Maximum
 Title of Securities to         Amount to be               Offering          Aggregate Offering        Amount of
      be Registered              Registered             Price per Share             Price            Registration Fee
 ----------------------         ------------           ----------------      ------------------      ----------------
<S>                               <C>                      <C>                  <C>                    <C>
Common Shares                     850,000                   $21.84(1)            $18,564,000            $2,352.06
without par value
</TABLE>



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

(1) Estimated solely for purposes of calculating the registration fee
    pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

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

         The prospectus pertaining to this registration statement shall also
relate to Registration Statement 333-10679 which also registered shares issuable
under the Stock Option Plan.



<PAGE>

                                 PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (a) the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2003; (b) the Registrant's Quarterly Report on Form 10-Q for
the quarters ended March 31 and June 30, 2004; and (c) a description of the
Registrant's Common Shares set forth in the Registrant's Registration Statement
on Form 8-A filed with the Commission on January 31, 1994 under the Securities
Act.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

         The Registrant also incorporates by reference the contents of
Registration Statement 333-10679 which registered securities of the same class
of the securities covered by this Registration Statement and which are issuable
under the Registrant's Stock Option Plan.

Item 4. - Item 7.

         Not applicable per General Instruction E.

Item 8.  EXHIBITS

         The Exhibits to the Registration Statement are listed in the Exhibit
Index on page 4 of this Registration Statement.

Item 9.  UNDERTAKINGS

         Not applicable per General Instruction E.



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on the 17th day of August,
2004.

                                            OLYMPIC STEEL, INC.


                                            By: /s/ Michael D. Siegal
                                                -------------------------------
                                                Michael D. Siegal, Chairman and
                                                Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 17th day of August, 2004 by
the following persons in the capacities indicated.

         Ralph M. Della Ratta, Director
         Martin H. Elrad, Director
         Thomas M. Forman, Director
         Howard L. Goldstein, CPA, Director
         Richard T. Marabito, Chief Financial Officer (Chief Accounting Officer)
         James B. Meathe, Director
         Michael D. Siegal, Chairman of the Board and Chief Executive Officer
         David A. Wolfort, President, Chief Operating Officer and Director

         The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 pursuant to Powers of Attorney executed by the above-named
Officers and Directors of the Registrant and which are being filed herewith with
the Securities and Exchange Commission on behalf of such officers and directors.



                                     By:  /s/ Michael D. Siegal
                                          -------------------------------------
                                          Michael D. Siegal, Attorney-in-fact
                                          Date:  August 17, 2004





<PAGE>



                               OLYMPIC STEEL, INC.

                                INDEX TO EXHIBITS

Exhibit       Description
- -------       -----------

5.1           Opinion of Kahn Kleinman, a Legal Professional Association, as
              to the legality of the Common Shares being registered

23.1          Consent of Kahn Kleinman, a Legal Professional Association
              (included in Exhibit 5.1)

23.2          Consent of PricewaterhouseCoopers LLP

24.1          Powers of Attorney of Directors and Officers



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>l09231aexv5w1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>


                                                                  EXHIBIT 5.1

                           (KAHN KLEINMAN LETTERHEAD)

                                 August 17, 2004

Olympic Steel, Inc.
5096 Richmond Road
Bedford Heights, Ohio  44146

Ladies and Gentlemen:

         In connection with the filing by Olympic Steel, Inc. (the "Company"),
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to a maximum
of an additional 850,000 Common Shares, no par value (the "Shares") of the
Company to be issued under the Olympic Steel, Inc. Stock Option Plan, as amended
(the "Plan"), we have examined the following:

         1. The Amended and Restated Articles of Incorporation of the Company
and the Amended and Restated Code of Regulations of the Company, each as
currently in effect;

         2. The records relating to the organization of the Company and such
other records of corporate proceedings and such other documents as we deemed it
necessary to examine as a basis for the opinions hereinafter expressed;

         3. The Registration Statement on Form S-8 (including Exhibits thereto);
and

         4. Copies of the Plan, and the records of the proceedings of the Board
of Directors and shareholders of the Company relating to the adoption and
approval thereof, and the increase of authorized shares thereunder.

         Based upon that examination, we are of the opinion that:

         A. The Company is a corporation duly organized and validly existing
under the laws of the State of Ohio.

         B. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid, and non-assessable.



<PAGE>



         We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name therein.


                             Very truly yours,

                             /s/ Kahn Kleinman, a Legal Professional Association

                             KAHN KLEINMAN, a Legal Professional Association




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>l09231aexv23w2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<PAGE>

                                                                EXHIBIT 23.2

                     CONSENT OF INDEPENDENT PUBLIC AUDITORS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 2004, relating to the
financial statements of Olympic Steel, Inc., which appear in Olympic Steel,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003.


                                         /s/ PRICEWATERHOUSECOOPERS LLP



 Cleveland, Ohio
 August 17, 2004







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>4
<FILENAME>l09231aexv24w1.txt
<DESCRIPTION>EXHIBIT 24.1
<TEXT>
<PAGE>


                                                                   EXHIBIT 24.1

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that Olympic Steel, Inc., an Ohio
corporation, and each of the undersigned Directors and/or Officers of Olympic
Steel, Inc. hereby constitutes and appoints Michael D. Siegal, Richard T.
Marabito, Marc H. Morgenstern, Michael A. Ellis and Deborah A. Weisman, and each
of them, their attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and on behalf of Olympic Steel, Inc. and the undersigned
Directors and/or Officers of Olympic Steel, Inc. and each of such Directors
and/or Officers, to execute the Olympic Steel, Inc.'s Registration Statement on
Form S-8 relating to the Common Shares to be issued under the Olympic Steel,
Inc. Stock Option Plan, as amended, and any and all documents and post-effective
amendments thereto and to file the same, with Exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that such attorneys-in-fact
and agents or their substitutes may do or cause to be done by virtue hereof.

         This Power of Attorney of Olympic Steel, Inc. and the Directors and/or
Officers of Olympic Steel, Inc. may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

         IN WITNESS WHEREOF, this Power of Attorney has been signed this 17th
day of August, 2004.

                                          OLYMPIC STEEL, INC.

                                          By:  /s/ Michael D. Siegal
                                               --------------------------------
                                               Michael D. Siegal, Chairman and
                                               Chief Executive Officer

DIRECTORS AND OFFICERS:


/s/ Ralph M. Della Ratta                  /s/ Richard T. Marabito
- ------------------------------------      -----------------------------------
Ralph M. Della Ratta, Director            Richard T. Marabito, Chief Financial
                                          Officer (Chief Accounting Officer)

/s/ Martin H. Elrad                       /s/ James B. Meathe
- ------------------------------------      -------------------------------------
Martin H. Elrad, Director                 James B. Meathe, Director

/s/ Thomas M. Forman                      /s/ Michael D. Siegal
- ------------------------------------      -------------------------------------
Thomas M. Forman, Director                Michael D. Siegal, Chairman and
                                          Chief Executive Officer

/s/ Howard L. Goldstein                   /s/ David A. Wolfort
- ------------------------------------      -------------------------------------
Howard L. Goldstein, C.P.A., Director     David A. Wolfort, President, Chief
                                          Operating Officer and Director



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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