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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-05-002874.txt : 20050401
<SEC-HEADER>0000950152-05-002874.hdr.sgml : 20050401
<ACCEPTANCE-DATETIME>20050401152024
ACCESSION NUMBER:		0000950152-05-002874
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050401
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20050401
DATE AS OF CHANGE:		20050401

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23320
		FILM NUMBER:		05725176

	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>8-K
<SEQUENCE>1
<FILENAME>l13106ae8vk.txt
<DESCRIPTION>OLYMPIC STEEL          8-K
<TEXT>
<PAGE>

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


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


                                    FORM 8-K


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


        Date of Report (Date of earliest event reported) - April 1, 2005
                                                           -------------


                         Commission File Number 0-23320
                                                -------

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


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

<TABLE>
<S>                                                             <C>

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


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

Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under and of the following
provisions:

(   )  Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)
(   )  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)
(   )  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
(   )  Pre-commencement communications pursuant to Rule 13e-4 under the
       Exchange Act (17 CFR 240.13e-4(c))


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



<PAGE>


ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 31, 2005, the Company entered into an amendment of its credit facility
in the same form as the attached agreement (Exhibit 4.11). The amendment
temporarily increases the revolver portion of the credit facility by $20
million.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          OLYMPIC STEEL, INC.

Date: April 1, 2005                   By: /s/ Richard T. Marabito
                                          --------------------------------------
                                          Richard T. Marabito
                                          Chief Financial Officer
                                          (Principal Accounting Officer)

                                       2
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

4.11        Amendment No. 9 to Amended and Restated Credit Agreement and Waiver
            dated March 31, 2005 by and among the Registrant, five banks and
            Comerica  Bank, as Administrative Agent


                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>2
<FILENAME>l13106aexv4w11.txt
<DESCRIPTION>EXHIBIT 4.11
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.11

            AMENDMENT NO. 9 TO AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDMENT dated as of March 31, 2005, and effective as of March
31, 2005 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 definition of "Revolving Credit Aggregate Commitment" set forth
in Section 1.1 of the Credit Agreement are amended to read as follows:

              `Revolving Credit Aggregate Commitment' shall mean (i) from March
         31, 2005 through June 30, 2005, One Hundred Thirty Million Dollars
         ($130,000,000) and (ii) commencing July 1, 2005 and thereafter, One
         Hundred Ten Million Dollars ($110,000,000), in either case, subject to
         reduction or termination under Section 2.13, 2.14 or 9.2 hereof."

         2. Schedule 1.2 of the Agreement is amended to read in the form annexed
hereto.

         3. On July 1, 2005, Company shall repay the indebtedness outstanding
under the Revolving Credit Notes to the extent such indebtedness exceeds One
Hundred Ten Million Dollars ($110,000,000).

         4. The Obligations, as increased by this Amendment, continue to be
secured by the liens on and security interest in the Collateral under terms of
the Collateral Documents.

         5. Upon execution of this Amendment, Company agrees to pay to the Agent
a $5,000 non-refundable fee for each of the Banks executing this Amendment (an
aggregate payment of Twenty Five Thousand Dollars ($25,000)).

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

         7. 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


                                       4
<PAGE>



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 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 7.1 of the Credit Agreement; and (d) no
Default or Event of Default has occurred and is continuing as of the date
hereof.

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

         9. This Amendment may be signed in counterparts.

         10. 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
         Agent, the Banks, and the Guarantors and originals of the Loan
         Documents identified on the Closing Agenda annexed hereto duly executed
         by the parties thereto and, where applicable, in recordable form; and

                  (b)      Company shall have paid to the Agent for the benefit
         of the Banks the fee required in paragraph 5, above.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


                                       5
<PAGE>


         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

                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------


BANKS:                                 COMERICA BANK


                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------


                                       STANDARD FEDERAL BANK N.A.

                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------



                                       6
<PAGE>


                                       FIFTH THIRD BANK

                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------


                                       FLEET CAPITAL CORPORATION

                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------


                                       KEYBANK NATIONAL ASSOCIATION

                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------


                                       7

<PAGE>


Acknowledged by the undersigned Guarantor as of March 31, 2005.


                                       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:
                                           -------------------------------------


                                       8
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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