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                                                                     EXHIBIT 4.6

                    AMENDMENT NO. 5 TO AMENDED AND RESTATED
                          CREDIT AGREEMENT AND WAIVER

         THIS AMENDMENT AND WAIVER dated as of February ___, 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 and 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 (as defined in the Credit Agreement) and Agent
desire to amend the Credit Agreement as set forth below.

         C. Company has requested that Banks waive an Event of Default which
exists under the Credit Agreement.

         NOW THEREFORE, the parties agree as follows:

         1. Section 7.9 of the Credit Agreement is amended to read as follows:

         "7.9 Consolidated Debt Service Coverage Ratio. Maintain as of the end
         of each fiscal quarter of Company, a Consolidated Debt Service Ratio of
         not less than 1.25 to 1.0. Notwithstanding anything to the contrary set
         forth in this Agreement, for purposes of calculating compliance with
         this Section 7.9 only (and not for the purpose of determining the
         Applicable Margin as of any date) as of any date of determination from
         the date hereof through December 30, 2004, there shall be added to the
         numerator of Consolidated Debt Service Coverage Ratio, the actual
         expense charged against Consolidated Pre-Tax Income as of December 31,
         2003 for the $3,250,000 Account owing by United Steel Enterprises."

         2. Pursuant to the terms of Section 7.9 of the Credit Agreement,
Company is required to maintain as of the end each fiscal quarter, a Debt
Service Coverage Ratio of not less than 1.25 to 1.0. Company has advised Banks
that it failed to comply with the provisions of Section 7.9 as of December 31,
2003 and has asked Banks to waive the Event of Default which exists under the
Credit Agreement as a result of such non-compliance. Banks hereby waive the
Event of Default which exists under Section 9.1(c) of the Loan Agreement as a
result of non- compliance with Section 7.9 of the Loan Agreement as of December
31, 2003. No waiver of consent herein shall extend to any other non-compliance
with the terms and conditions of Credit Agreement by Company or any other Event
of Default.

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



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         4. 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 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 Banks 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.

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

         6. This Amendment and Waiver may be signed in counterparts.

         7. This Amendment and Waiver 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 Majority 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 8, below.

         8. Company agrees to pay to the Agent, for the account of the Banks
executing this Amendment on or before February ___, 2004, on a pro rate basis
for all such executing Banks, a non-refundable amendment and waiver fee equal to
$636,167.

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

COMERICA BANK,                       OLYMPIC STEEL, INC.
as Agent

By: /s/                              By: /s/
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Its:                                 Its:
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