EXHIBIT 3.02

EXHIBIT 3.02

RELIANCE STEEL, ALUMINUM CO.


RESTATED AND AMENDED BYLAWS



ARTICLE I
OFFICES


Section 1.1. PRINCIPAL EXECUTIVE OFFICE.

The principal executive office for the transaction of the business of
the corporation is hereby fixed and located at 350 South Grand Avenue, Los
Angeles, California 90071. The Board of Directors is granted full power and
authority to change the principal executive office from one location to another
within the County of Los Angeles, California.

Section 1.2 OTHER OFFICES.

The corporation may have offices at such other p aces as the Board of
Directors may from time to time designate or as the business of the corporation
may require.


ARTICLE II
MEETINGS OF SHAREHOLDERS


Section 2.1. PLACE OF MEETINGS.

All meetings of shareholders shall be held at the principal executive
office of the corporation, or such other place within or without the State of
California, which may be designated by the Board of Directors in the notice of
such meeting.

Section 2.2. ANNUAL MEETINGS.

The annual meeting of the shareholders shall be such date and at such
time as may be determined by the Board of Directors.

Section 2.3. SPECIAL MEETINGS.

Special meetings of shareholders, for any purpose or purposes
whatsoever, unless otherwise prescribed by statute may be called at any time by
the Chairman of the Board, the Chief Executive Officer, the President, the Board
of Directors, or by one or more shareholders holding not less than ten percent
of the voting shares of the corporation. Upon receipt of written request
submitted to the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer or the Secretary by
any person entitled to call a special meeting of shareholders, such officer
shall forthwith cause notice to be given to each shareholder entitled to vote
that a meeting will be held at a time requested by the person or persons calling
the meeting, which shall be not less than 35 nor more than 60 days after receipt
of the request. If such notice is not given within 20 days after receipt of the
request, the person or persons requesting the meeting, if entitled to call it,
may give such notice. Notices of any special meeting shall specify in addition
to the place, day and hour of such meeting, the general nature of the business
to be transacted and any other express provision required by state.



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Section 2.4 NOTICE.

Written notice of meetings of shareholders shall be given to each
shareholder entitled to vote thereat, either personally or by first class mail
or other means of written communication, charges prepaid, addressed to the
shareholder at such shareholder's address appearing on the books of the
corporation or given by such shareholder to the corporation for the purpose of
notice. If no such address appears or is given, notice shall be deemed to have
been given to the shareholder if sent by mail or other means of written
communication addressed to the shareholder at the principal executive office of
the corporation or if published at least once in a newspaper of general
circulation in Los Angeles County, California. Notice by mail shall be deemed to
have been given at the time the notice is deposited in the mail, postage
prepaid. Any other written notice shall be deemed to have been given at the time
it is personally delivered to a shareholder or delivered to a common carrier for
transmission or actually transmitted to a shareholder. All such notices shall be
sent to each shareholder entitled thereto not less than ten nor more than 60
days before such meeting, and shall specify the place, day and hour of such
meeting and (1) in the case of a special meeting, the general nature of the
business to be transacted, or (2) in the case of, the annual meeting, those
matters which the Board of Directors, at the time of the mailing of the notice,
intends to present for action by the shareholders, or (3) in the case of any
meeting at which directors are to be elected, the names of the persons whom the
management of the corporation intends to nominate for election as directors at
the time of the giving of such notice, and such other matters, if any, as may be
required by the provisions of the California Corporations Code or which are
proper matter to be presented at the meeting.

Section 2.5. ADJOURNED MEETINGS AND NOTICE THEREOF.

Any meeting of shareholders, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are present in person or by proxy, but in the
absence of a quorum, no other business may be transacted at any such meeting.

When any meeting of shareholders, either annual or special, is adjourned
for 45 days or more, or if after adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given as in the case
of an original meeting. Save as aforesaid, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting other than by announcement at the meeting at which such adjournment is
taken.

Section 2.6. ENTRY OF NOTICE.

Whenever any shareholder entitled to vote has been absent from any
meeting of shareholders, whether annual or special, an affidavit of mailing
executed by the Secretary or any Assistant Secretary, entered in the minutes of
the meeting, to the effect that notice has been duly given, shall be conclusive
and incontrovertible evidence that due notice of such meeting was given to such
shareholder as required by law and by the Bylaws of the corporation.

Section 2.7. VOTING.

At all meetings of shareholders, every shareholder entitled to vote
shall have the right to vote in person or by proxy the number of shares standing
in such shareholder's own name on the stock records of the corporation. Such
vote may be by voice vote or by ballot, provided, however, that all elections of
directors must be by ballot upon demand by a shareholder at any election and
before the voting begins. The affirmative vote of the majority of the voting
shares present at any meeting of shareholders to which there is a quorum shall
be the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Articles of Incorporation or the California
Corporation Code. Every shareholder entitled to vote at any election for
directors shall have the right to cumulate such shareholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which such


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shareholder's shares are entitled, or to distribute such votes on the same
principle among as many candidates as such shareholder sees fit. No shareholder,
however, shall be entitled to cumulate votes for any candidate or candidates
pursuant to the preceding sentence unless such candidate's or candidates' names
have been placed in nomination prior to the voting and the shareholder has given
notice, at the meeting prior to the voting, of the shareholder's intention to
cumulate the shareholder's votes. If any one shareholder has given such notice,
all shareholders may cumulate their votes for candidates in nomination. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected.

Section 2.8. QUORUM.

The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting shal1 constitute a quorum for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum,

Section 2.9. WAIVER OF NOTICE AND OTHER DEFECTS.

(a) The transactions of any meeting of shareholders either annual or
special, however called and noticed, shall be as valid as though had at a
meeting duly held after regular call and notice if a quorum is present either in
person or by proxy and if either before or after the meeting, each of the
shareholders entitled to vote, not present in person or by proxy, signs a
written waiver of notice or a consent to the holding of such meeting or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be united with the corporate records or made a part of the minutes of the
meeting.

(b) Attendance of a shareholder at a meeting shall constitute a waiver
of notice of such meeting, except when the shareholder objects, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Attendance at a meeting is not, however, a waiver
of any right to object to the consideration of matters required by the
applicable provisions of the California Corporations Code to be included in the
notice but not so included, if such objection is expressly made at the meeting.
Either the business to be transacted at nor the purpose of any regular or
special meeting of shareholders need be specified in any written waiver of
notice or consent to the holding of the meeting or approval of the minutes
thereof, except that any approval of shareholders at a meeting, other than
unanimous approval by those entitled to vote pursuant to the applicable
provisions of the California Corporations Code, shall be valid only if the
general nature of the proposal so approved was stated in the notice of meeting
or in any written waiver of notice.

Section 2.10. ACTION WITHOUT MEETING.

(a) Subject to the provisions of Section 603 of the California
Corporations Code, any action which, under any provision of the California
Corporations Code, may be taken at any a annual or special meeting of
shareholders, may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be filed with the
Secretary of the corporation after having been signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting to which all shares
entitled to vote thereon were present and voted, provided, however, that (1)
unless the consents of all shareholders entitled to vote have been solicited in
writing, notice of any shareholder approval without a meeting by less than
unanimous written consent and notice of the taking of any corporate action so
approved shall be given as required by the California Corporations Code, and (2)
except as authorized by the California Corporations Code, directors may not be
elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.


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(b) Any written consent may be revoked by a writing received by the
Secretary of the corporation prior to the time when written consents of the
number of shares required to authorize the proposed action have been filed with
the Secretary. Such revocation is effective upon its receipt by the Secretary of
the corporation.

Section 2.11. PROXIES.

Every person entitled to vote shares or execute consents shall have the
right to do so either in person or by an agent or agents authorized by a written
proxy executed by such person or his or her duly authorized agent and filed with
the Secretary of the corporation, provided that no such proxy shall be valid
after the expiration of eleven months from the date of its execution, unless the
shareholder executing it specifies therein the length of time for which such
proxy is to continue in force, which in no case shall exceed five years from the
date of its execution. A proxy may be revoked by a writing delivered to the
corporation stating that the proxy is revoked, or by execution of a subsequent
proxy or by attendance at any meeting and voting in person by the person
executing the proxy, unless the proxy states that it is irrevocable and the
proxy is held by a person specified in Section 705(e) of the California
Corporations Code in which event it is irrevocable for the period specified
therein. In accordance with Section 178 of the California Corporations Code,
"proxy" shall mean any written authorization signed or electronic transmission
authorized by a shareholder or a shareholder's attorney-in-fact giving another
person or persons the power to vote with respect to the shares owned of record
by such shareholder. A proxy shall be deemed to be "signed" if the shareholder's
name or other authorization is placed on the proxy (whether by manual signature,
typewriting, telegraphic or electronic transmission or otherwise) by the
shareholder or the shareholder's attorney-in-fact. A proxy may be transmitted by
an oral telephonic transmission if it is submitted with information from which
it may be determined that the proxy was authorized by the shareholder or by the
shareholder's attorney-in-fact.


ARTICLE III
DIRECTORS


Section 3.1. POWERS.

Subject to any limitation in the Articles of Incorporation or these
Bylaws, and to any provision of the California Corporations Code requiring
shareholder authorization or an approval, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors.

Section 3.2. NUMBER AND QUALIFICATION OF DIRECTORS.

The authorized number of directors of the corporation shall not be less
than nine nor more than fifteen with the exact number of directors to be fixed,
within the limits specified, by approval of the Board of Directors.

Section 3.3. PLACE OF MEETINGS.

Meetings of the Board of Directors shall be held at the principal
executive office of the corporation or at such other location as may be
designated from time to time by resolution of the Board of Directors or written
consent of all of the members of the Board. Any meeting shall be valid wherever
held, if held by the written consent of all members of the Board of Directors
given either before or after the meeting and filed with the Secretary of the
corporation.


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Section 3.4. ANNUAL MEETINGS.

The annual meeting of the Board of Directors shall be held within thirty
days following the adjournment of each annual meeting of shareholders.

Section 3.5. REGULAR MEETINGS.

Regular meetings of the Board of Directors shall be held on such dates
and times as may be fixed by the Board of Directors. No notice need be given of
such regular meetings, provided, however, that notice of any change in the time
or place of regular meetings shall be given to all of the directors in the same
manner as notice of special meetings of the Board of Directors is given.

Section 3.6. SPECIAL MEETINGS; NOTICE.

Special meetings of the Board of Directors or any purpose or purposes
may be called at any time by the Chairman of the Board, the Chief Executive
Officer, the President, or any two directors.

Notice of the time and place of special meetings shall be delivered
personally, or by telephone, telegraph, or similar means of communication, to
each director at least 48 hours before the meeting, or sent to each director by
first-class mail, postage prepaid, addressed to such director at his or her
address appearing upon the records of the corporation at least four days before
the holding of the meeting. Such notice need not specify the purpose of the
meeting.

Section 3.7. WAIVER OF NOTICE AND OTHER DEFECTS.

The transactions of any meeting of the Board of Directors, however
called and noticed or wherever held, are as valid as though had at a meeting
duly held after regular call and notice if a quorum is present and if, either
before or after the meeting, each of the directors not given notice signs a
written waiver of notice, a consent to holding the meeting or an approval of the
minutes thereof, or attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice of such director. All such waivers,
consents and approvals shall be filed with the corporation's records or made a
part of the minute of the meeting.

Section 3.8. QUORUM.

A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, and the action of a majority of the
directors present at any meeting at which there is a quorum, when duly
assembled, is valid as a corporate act, provided that a minority of the
directors, in the absence of a quorum, may adjourn from time to time, but may
not, except as provided in Section 3.12 of Article III of these Bylaws, transact
any business.

Section 3.9. PARTICIPATION BY TELEPHONE.

Members of the Board of Directors may participate in any meeting of the
Board through use of conference telephone or similar communications equipment,
so long as all members participating in such meeting can hear and be heard by
each other.

Section 3.10. ACTION WITHOUT MEETING.

Any action required or permitted to be taken by the Board of Directors
under any provision of the corporation's Articles of Incorporation, these Bylaws
or the California Corporations Code may be taken without a meeting if, prior to
or after such action, all members of the Board shall


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individually or collectively consent in writing to such action. Any written
consent or consents so executed shall be filed with the minutes of proceedings
of the Board of Directors.

Section 3.11. ELECTION OF DIRECTORS.

The directors shall be elected at each annual meeting of shareholders
and shall hold office until the next annual meeting of shareholders and until
their successors have been elected and qualified. Each director's term of office
shall begin immediately upon his or her election. In the event that the
corporation becomes a "listed corporation" as defined in California Corporations
Code Section 301.5(d) the foregoing provision shall automatically be replaced by
the following provision. The directors shall be divided into two classes as
nearly equal, in number as possible. Initially, the first class shall consist of
three directors and the second class shall consist of four directors, unless the
Board of Directors determines another number of directors to be appropriate for
each class. The term of office of the first class shall expire at the first and
the term of office of the second class shall expire at the second annual meeting
of the shareholders held after the directors are first divided into classes. The
directors shall be divided into classes as set forth herein, with the directors
in each class determined by vote of the Board of Directors in existence at the
time this Section 3.11 becomes effective. Each director shall serve until the
end of the term for which elected and until a successor has been elected and
qualified. Notwithstanding the foregoing, and except as otherwise required by
law, whenever the holders of anyone or more classes or series of outstanding
preferred shares shall have the right voting separately as a class or series, to
elect one or more directors of the corporation, the terms of the director or
directors elected by those holders shall expire at the next succeeding annual
meeting of the shareholders. The classification of the Board of Directors set
forth in this Section 3.11 shall become effective when the corporation becomes a
"listed corporation" within the meaning of California Corporations Code Section
301.5(d).

Section 3.12. VACANCIES.

(a) A vacancy or vacancies on the Board of Directors shall be deemed to
exist in the case of the death, resignation or removal of any director, or if
the authorized number of directors is increased, or if the shareholders fail, at
any meeting of shareholders at which directors are to be elected, to elect the
full authorized number of directors to be elected at that meeting.

(b) Vacancies on the Board of Directors may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his or her
successor is elected at a meeting of shareholders and until such director's
successor has been elected and qualified.

(c) The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the Board of Directors. If the Board
of Directors accepts the resignation of a director tendered to take effect at a
future time, the Board of Directors or the shareholders shall have the power to
elect a successor to take office when the resignation is to become effective.

(d) No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his or her term of
office.

Section 3.13. REMOVAL OF DIRECTORS.

The entire Board of Directors or any individual director may be removed
from office as provided by Section 303 of the California Corporations Code.

Section 3.14. COMPENSATION.

No stated salary shall be paid directors, as such, for their services,
but, by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, may be allowed for attendance


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at each regular or special meeting of the Board, provided that nothing herein
contained shall be construed to preclude any director from serving the
corporation in an other capacity and receiving compensation therefore. Members
of special or standing committees of the Board of Directors may be allowed like
compensation for attending committee meetings.

Section 3.15. COMMITTEES.

The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board of
Directors. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have all the authority of the Board of Directors in
the management of the business and affairs of the corporation, except with
respect to (a) the approval of any action requiring shareholders' approval, (b)
the filling of vacancies on the Board or in any such committee, (c) the fixing
of compensation of directors for serving on the Board or on any such committee,
(d) the adoption, amendment or repeal of Bylaws, (e) the amendment or repeal of
any resolution of the Board which by its express terms is not so amendable or
repealable, (f) a distribution to shareholders, as defined in Section 166 of the
California Corporations Code, except at a rate or in a periodic amount or within
a price range determined by the Board, or (g) the appointment of other
committees of the Board or the members thereof. Any such committee must be
designated, and the members or alternate members thereof appointed, by
resolution adopted by a majority of the authorized number of directors and any
such committee may be designated an Executive Committee or by such other name as
the Board of Directors shall specify. Alternate members of a committee may
replace an absent member at any meeting of the committee. The Board of Directors
shall have the power to prescribe the manner in which proceedings of any such
committee shall be conducted. In the absence of any such prescription, such
committee shall have the power to prescribe the manner in which its proceedings
shall be conducted. Unless the Board of Directors or such committee shall
otherwise provide, the regular and special meetings and other actions of any
such committee shall be governed by the provisions of this Article III
applicable to meetings and actions of the Board of Directors. Minutes shall be
kept of every meeting of each such committee and shall be filed with the
proceedings of the Board of Directors.


ARTICLE IV
OFFICERS


Section 4.1. OFFICERS.

The officers of the corporation shall be a Chairman of the Board, a
Chief Executive Officer, a President, a Chief Operating Officer, one or more
Vice Presidents, a Secretary, and a Chief Financial Officer, and, at the option
of the Board of Directors, one or more Assistant Secretaries. The Board of
Directors may create such other offices and elect such other officers as the
Board of Directors may deem appropriate. All officers shall be elected by, and
hold office at the pleasure of, the Board of Directors.

Section 4.2. OFFICERS HOLDING MORE THAN ONE OFFICE.

Any two or more offices may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity
unless so authorized by the Board of Directors.

Section 4.3. COMPENSATION AND TENURE OF OFFICE.

The compensation and tenure of office of all the officers of the
corporation shall be fixed by the Board of Directors.


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Section 4.4. CHIEF EXECUTIVE OFFICER.

The Chief Executive Officer, subject to the control of the Board of
Directors, shall be the general manager of the corporation and shall have
general supervision, direction and control of the business and officers of the
Corporation. The Chief Executive Officer shall have the general powers and
duties of management usually vested in a chief executive office of a corporation
and shall have such other powers and duties as may be prescribed from time to
time by the Board of Directors.

Section 4.5. PRESIDENT.

The President shall, subject to the control of the Board of Directors
and the Chief Executive Officer, have such powers and duties as may be
prescribed from time to time by the Board of Directors.

Section 4.6. VICE PRESIDENT OR VICE PRESIDENTS.

The Vice President or the Vice Presidents, in the order of their
seniority, or, if of equal seniority, then at the discretion of the Board of
Directors, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall perform such other
duties as the Chief Executive Officer, the President or the Board of Directors
shall prescribe from time to time.

Section 4.7. SECRETARY.

The Secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or such other place as the Board of
Directors may order, a book of minutes of all meetings of directors and
shareholders, with the time and place of holding, whether regular or special,
and if special, how authorized, the notice thereof given, the names of those
present at directors; meetings, the number of shares present or represented by
proxy at shareholders' meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal
executive office of the corporation, a share register showing the names of the
shareholders and their addresses, the number of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all annual
meetings of shareholders and all special meeting of the Board required by these
Bylaws or by law to be given, shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed from time to time by the Chief Executive Officer, the President or
the Board of Directors.

The Assistant Secretary or the Assistant Secretaries, if any, in the
order of their seniority, or, if of equal seniority, then at the discretion of
the President, shall, in the absence or disability of the Secretary, or in the
event of such officer's refusal to act, perform the duties and exercise the
power of the Secretary, and discharge such other duties as may be assigned from
time to time by the Chief Executive Officer, the President or the Board of
Directors.

Section 4.8. CHIEF FINANCIAL OFFICER.

The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct accounts of the properties and business
transactions of the corporation,


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including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus and share. The books of account shall at all times be
open to inspection by any director.

The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by the Board of Directors, shall disburse or arrange for the
disbursement of the funds of the corporation as may be ordered by the Board of
Directors, shall render to the Chief Executive Officer, the President and the
directors, upon their request, an account of all financial transactions and of
the financial condition of the corporation, and shall have such other duties as
may be prescribed from time to time by the Chief Executive Officer, the
President or the Board of Directors.

Section 4.9. CHAIRMAN OF THE BOARD.

The Board of Directors may elect a Chairman of the Board who shall serve
at the pleasure of the Board of Director. The Chairman of the Board shall, if
present, preside at all meetings of the Board of Directors, provide strategic
planning for the operation and growth of the Corporation and exercise and
perform such policy-making and other duties and powers as may be prescribed from
time to time by the Board of Directors. Additionally, the Board of Directors may
elect one or more vice Chairmen of the Board with such duties and powers as the
Board of Directors may from time to time prescribe.

Section 4.10. CHIEF OPERATING OFFICER.

The Chief Operating Officer of the Company shall, subject to the control
of the Board of Directors and Chief Executive Officer, have responsibility for
the operations of the corporation and the general powers and duties usually
vested in chief operating officer of a corporation and such other powers and
duties as may be prescribed from time to time by the Board of Directors.


ARTICLE V
MISCELLANEOUS


Section 5.1. RECORD DATE AND CLOSING OF STOCK BOOKS.

(a) The Board of Directors may fix a date in the future as a record date
for the determination of the shareholders entitled to notice of and to vote at
any meeting of shareholders or entitled to receive any dividend or distribution,
or any allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares. The record date so fixed shall be not more
than sixty nor less than ten days prior to the date of the meeting or the event
for the purposes of which it is fixed. When a record date is so fixed, only
shareholders of record on that date shall be entitled to notice of and to vote
at the meeting, or to receive a dividend, distribution or allotment of rights,
or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date. The Board of
Directors may close the register of shares of the corporation against transfers
of shares during the whole or any portion of such period.

(b) If no record date is fixed pursuant to this Section 5.1, the record
date for determination of the shareholders entitled to notice of and to vote at
any meeting of shareholders or entitled to receive any dividend or distribution,
or any allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares shall be determined in accordance with the
provisions of Section 701(b) of the California Corporations Code.

Section 5.2. INSPECTION OF CORPORATE RECORDS.

The share register, the books of account and the minutes of proceedings
of the shareholders and the Board of Directors shall be open to inspection upon
the written demand of any shareholder


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or the holder of a voting trust certificate at any reasonable time and for a
purpose reasonably related to the interests of such shareholder or the holder of
such voting trust certificate, and shall be exhibited at any time when required
by the demand of ten per cent of the shares represented at any shareholders'
meeting. Such inspection may be made in person, or by an agent or attorney, and
shall include the right to make extracts. Demand of inspection other than at a
shareholders meeting shall be made in writing and submitted to the Chief
Executive Officer, the President, the Secretary or any Assistant Secretary of
the corporation.

Section 5.3. PAYMENTS AND EVIDENCES OF INDEBTEDNESS.

All checks, drafts or other orders for payment of money, notes, or other
evidences of indebtedness issued in the name of, or payable to, the corporation
shall be signed or endorsed by such person or persons and in such manner as from
time to time shall be determined by resolution of the Board of Directors.

Section 5.4. ANNUAL REPORT.

The Board of Directors shall submit or cause to be submitted to the
shareholders an annual report of the affairs of the corporation in compliance
with Section 1501(a)of the California Corporations Code.

Section 5.5. EXECUTION OF INSTRUMENTS.

The Board of Directors, except as otherwise provided in these Bylaws,
may authorize any officer or officers, agent or agents, to enter into any
contract, or execute any instrument in the name and on behalf of the
corporation, and such authority may be general or confined to specific
instances, and unless so authorized by the Board of Directors, no officer,
agent, or employee shall have any power or authority to bind the corporation by
any contract or engagement, or to pledge its credit or to render it liable for
any purpose or for any amount.

Section 5.6. CERTIFICATES OF STOCK.

Certificates of stock shall be issued in numerical order and each
shareholder shall be entitled to a certificate assigned in the name of the
corporation by the Chief Executive Officer or the President or a Vice President,
and by the Chief Financial Officer or the Secretary or an Assistant Secretary,
certifying to the number of shares owned by such shareholder. Any or all of the
signatures on the certificate may be a facsimile. Prior to the due presentment
for registration of transfer in the stock transfer book of the corporation, the
registered owner shall be treated as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all the rights and powers of an
owner, except as expressly provided otherwise by the laws of the State of
California.


Section 5.7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

The Chief Executive Officer, the President, any Vice President, the
Chief Financial Officer, the Secretary and any Assistant Secretary of the
corporation are authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation any
and all shares held by this corporation in any other corporation or corporations
may be exercised either by such officers in person or by any person authorized
to do so by proxy or power of attorney duly executed by such officers.


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Section 5.8. INSPECTION OF BYLAWS.

The corporation shall keep at its principal executive office a copy of
the Bylaws, as amended, certified by the Secretary, which shall be open to
inspection by the shareholders at all reasonable times during office hours.

Section 5.9. FISCAL YEAR.

The fiscal year of the corporation shall be made by resolution of the
Board of Directors.

Section 5.10. AMENDMENTS.

These Bylaws may be amended or repealed either by approval of the
outstanding shares, as defined in Section 52 of the California Corporations
Code, or by the approval of the Board of Directors provided, however, that a
Bylaw specifying or changing a fixed number of directors or the maximum or
minimum number of directors or changing from a fixed to a variable number of
directors or vice versa, may only be adopted by approval of the outstanding
shares, and provided further, that a Bylaw reducing the fixed number or the
minimum or maximum number of directors shall be subject to the provisions of
Section 212(a) of the California Corporations Code.

Section 5.11 INDEMNIFICATION OF CORPORATE AGENTS.

The corporation shall indemnify each of its agents against expenses,
judgments, fines, settlements or other amounts, actually and reasonably incurred
by such person by reason of such person having been made or having been
threatened to be made a party to a proceeding to the fullest extent permissible
by the provisions of Section 317 of the California Corporations Code, as amended
from time to time, and the corporation shall advance the expenses reasonably
expected to be incurred by such agent, in defending any such proceeding upon
receipt of the undertaking required by subdivision (f) of such Section. The
terms "agent," "proceeding" and "expenses" appearing in this Section 5.11 shall
have the same meaning as those terms have in Section 317 of the California
Corporation Code.



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CERTIFICATE OF SECRETARY



I, the undersigned, hereby certify that:

1. I am the duly elected, acting and qualified Secretary of Reliance
Steel & Aluminum Co., a California corporation (the "Corporation");

2. The foregoing Bylaws, as amended and restated, comprising eleven (11)
pages, constitute the Bylaws of the corporation as duly adopted by the written
consent of the Board of Directors of the Corporation effective May 24, 1994, and
as further amended by resolution of the Board of Directors duly adopted at a
meeting held on February 14, 2001, subject to the approval of the shareholders,
and as duly approved by written consent of the shareholders holding a majority
of the outstanding shares of the Corporation's common stock on May 24, 1994, and
approved by vote of a majority of the shareholders entitled to vote at that
annual meeting of shareholders held May 16, 2001.

IN WITNESS WHEREOF, I have hereunto subscribed name and affixed the seal
of the Corporation this 19th day of June 2001.






/s/ Yvette M. Schiotis
-------------------------------------
Yvette M. Schiotis
Secretary




(Corporate Seal]




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