<PAGE>

                                                                           1997
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10-K

(Mark One)
[X]Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934
For the fiscal year ended December 31, 1997 or
[_]Transition report pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934
For the transition period from          to
Commission file number 1-11767

                              RYERSON TULL, INC.
            (Exact name of registrant as specified in its charter)

               DELAWARE                              36-3431962
       (State of Incorporation)         (I.R.S. Employer Identification No.)

    2621 WEST 15TH PLACE, CHICAGO,                      60608
               ILLINOIS
    (Address of principal executive                  (Zip Code)
               offices)

      Registrant's telephone number, including area code: (773) 762-2121

          Securities registered pursuant to Section 12(b) of the Act:


                                                NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                    ON WHICH REGISTERED

    Class A Common Stock ($1.00 par         New York Stock Exchange, Inc.
                value),
  including Preferred Stock Purchase
                Rights

          Securities registered pursuant to Section 12(g) of the Act:
                                     None

  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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

  As of February 18, 1998 the aggregate market value of the voting stock of
the registrant held by non-affiliates of the registrant was approximately
$79,000,000.(1)

  The number of shares of Class A and Class B Common Stock ($1.00 par value)
of the registrant outstanding as of February 18, 1998 was 5,279,096 and
34,000,000, respectively, of which all of the Class B Common shares were owned
by Inland Steel Industries, Inc. and not publicly traded.
--------
(1) Excluding stock held by directors and officers of registrant, without
    admission of affiliate status of such individual for any other purpose;
    also excluding Class B Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

  Parts I and II of this Report on Form 10-K incorporate by reference certain
information set forth in Exhibit 99, "Financial Information (to be included in
the Annual Report to Shareholders for 1997)," which is attached hereto, and is
incorporated by reference herein. Part III of this Report on Form 10-K
incorporates by reference certain information from the registrant's definitive
Proxy Statement which will be furnished to stockholders in connection with the
Annual Meeting of Stockholders of the registrant scheduled to be held on May
27, 1998.
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<PAGE>

                                    PART I

ITEM 1. BUSINESS.

  Ryerson Tull, Inc. ("RT"), a Delaware corporation and a majority-owned
subsidiary of Inland Steel Industries, Inc. ("ISI"), is the sole stockholder
of Joseph T. Ryerson & Son, Inc. ("Ryerson") and J. M. Tull Metals Company,
Inc. ("Tull") (RT, Ryerson and Tull, together with their subsidiaries, are
collectively referred to herein as the "Company"). RT has a single business
segment, which is comprised of Ryerson and Tull, leading steel service,
distribution and materials processing organizations. RT also owns 50% of
Ryerson de Mexico, a joint venture general line metals service center and
processor with facilities in Mexico.

  On February 13, 1997, RT, through Ryerson, purchased all of the outstanding
stock of Thypin Steel Co. Inc. ("Thypin") for $120 million in cash plus the
assumption of $23 million of debt. Thypin was a privately held distributor of
carbon and stainless steel products with seven locations in the eastern United
States. On March 3, 1997, RT, through Tull, acquired substantially all the
assets of Cardinal Metals, Inc. ("Cardinal"), a privately held distributor and
processor of carbon steel products with a single facility located in Pounding
Mill, VA. On August 22, 1997, RT, through Ryerson, purchased all of the
outstanding stock of Omni Metals, Inc. ("Omni"), a privately held processor
and distributor of flat-rolled carbon steel products with a facility in
Knoxville, TN. Thypin and Omni have subsequently been merged into Ryerson.

OPERATIONS

  RT's materials distribution operations in the United States are conducted
through its operating subsidiaries--Ryerson and Tull. Ryerson, Tull and
Ryerson Coil Processing Company ("Ryerson Coil"), a specialized processing
unit of Ryerson, are organized into five business units along regional and
product lines. The Company believes that it is the largest metals service
center in the United States based on sales revenue, with 1997 sales of $2.8
billion and a current U.S. market share of approximately 10%, based on the
Company's analysis of data prepared by the Steel Service Center Institute
("SSCI"). The Company distributes and processes metals and other materials
throughout the continental United States, and is among the largest purchasers
of steel in the United States.

 Joseph T. Ryerson & Son, Inc.

  Ryerson, with business unit headquarters in Philadelphia, PA (Ryerson East),
Chicago, IL (Ryerson Central), and Tukwila, WA (Ryerson West), is a leading
materials distribution organization. With full-line service centers in 35
major cities, Ryerson is engaged in the nationwide sale of its products
through its own sales organization. Ryerson maintains heavy-duty shears,
slitters, precision cut-to-length lines, high-speed saws, flame-cutting
machines and other processing equipment for use in furnishing custom cutting
and miscellaneous shapes in accordance with customer orders. The Ryerson Coil
unit, headquartered in Chicago, IL, performs processing through five
facilities for customers who traditionally buy large quantities of sheet steel
products. Ryerson also markets plant equipment products through a wholesale
industrial catalog.

 J. M. Tull Metals Company, Inc.

  Tull is one of the largest distributors of metals in the southeastern United
States. Tull and its wholly-owned subsidiary, AFCO Metals, Inc. ("AFCO"),
operate 20 service centers and two processing facilities located throughout
the southeastern and south-central United States. Tull produces a variety of
metals products with value-added processing, including welded steel tubing and
roll-formed shapes. Tull's products are sold principally through its own sales
staff.

 Ryerson de Mexico

  RT also owns, indirectly, a 50% interest in Ryerson de Mexico, a joint
venture with Altos Hornos de Mexico, S.A. de C.V., an integrated steel mill
operating in Mexico. Ryerson de Mexico, which was formed in 1994, is a general
line metals service center and processor with 12 facilities in Mexico. The
impact of Ryerson de Mexico on the Company's results of operations has not
been material.

                                       1
<PAGE>

INDUSTRY OVERVIEW

  Primary steel producers typically sell steel in the form of standard-sized
coils, sheets, plate, structurals, bars and tubes and generally sell in large
volumes with long lead times for production and delivery. Other primary metals
producers, such as producers of stainless steel and aluminum, also typically
sell their products in large volumes with long lead times for production and
delivery. However, many customers seek to purchase metals with customized
specifications, including value-added processing, in smaller volumes, on
shorter lead times and with more reliable delivery than primary metals
producers are able to provide. Metals service centers act as intermediaries
between primary metals producers and customers by purchasing metals in a
variety of shapes and sizes from primary metals producers in large volumes,
allowing metals service centers to take advantage of producer economies of
scale resulting in lower costs of materials purchased, and engaging in a
variety of distribution and value-added processing operations to meet the
demands of specific customers. Because metals service centers purchase metals
from a number of primary producers, they can maintain a consistent supply of
various types of metal used by their customers. Most importantly, however,
metals service centers generally have lower fixed costs than primary metals
producers. By purchasing products from metals service centers, customers may
be able to lower their inventory levels, decrease the time between the
placement of an order and receipt of materials and reduce internal expenses,
thereby lowering their total cost of raw materials. The Company believes that
the increased prevalence of just-in-time inventory needs of manufacturers and
intermediate processors has made and will continue to make the value-added
inventory, processing and delivery functions performed by metals service
centers more important in the metals market.

  The industry is cyclical (with periods of strong demand and higher prices
followed by periods of weaker demand and lower prices), principally due to the
cyclical nature of the industries in which the largest consumers of metals
operate. Any significant slowdown in one or more of those industries could
have a material adverse effect on the demand for metals, resulting in lower
prices for metals and reduced profitability for metals service centers,
including the Company. Metals prices and metals service center profitability
improve as metal-consuming industries experience recoveries following economic
downturns.

  The industry is comprised of many companies, the majority of which have
operations limited as to product line and size of inventory, with customers
located in a specific geographic area. Based on SSCI data, the Company
believes that the industry is comprised of between 750 and 1,000 service
centers, operating out of approximately 2,000 locations and servicing
approximately 300,000 customers. The industry is highly fragmented, consisting
of a large number of small companies and a few relatively large companies.
Based on the Company's analysis of SSCI data, the industry handled
approximately 29 million tons or approximately 24.4% of the metals distributed
in the United States in 1997.

  The industry is divided into three major groups: general line service
centers, specialized service centers and processing centers, each of which
targets different market segments. General line service centers handle a broad
line of metals products and tend to concentrate on distribution rather than
processing. General line service centers range in size from one location to a
nationwide network of locations. For general line service centers, individual
order size in terms of dollars and tons tends to be small relative to
processing centers, while the total number of orders is typically very high.
Specialized service centers focus their activities on a narrower range of
product and service offerings than general line companies. Such service
centers provide a narrower range of services to their customers and emphasize
product expertise and lower operating costs, while maintaining a moderate
level of investment in processing equipment. Processing centers typically
process large quantities of steel purchased from primary producers for resale
to large industrial customers, such as the automotive industry. Because orders
are typically large, operation of a processing center requires a significant
investment in processing equipment.

PRODUCTS AND SERVICES

  The Company carries a full line of carbon steel, stainless steel and
aluminum, and a limited line of alloy steel, nickel, red metals and plastics.
These materials are inventoried in a number of shapes, including coils,
sheets, rounds, hexagons, square and flat bars, plate, structurals and tubing.

                                       2
<PAGE>

  The following table sets forth the Company's shipments (by percentage of
sales revenue) for 1995, 1996 and 1997 for each of the Company's major product
lines.

<TABLE>
<CAPTION>
                                                               PERCENTAGE OF
                                                               SALES REVENUE
                                                               ----------------
      PRODUCT LINE                                             1995  1996  1997
      ------------                                             ----  ----  ----
      <S>                                                      <C>   <C>   <C>
      Stainless and aluminum..................................  27%   26%   27%
      Carbon flat rolled......................................  24    27    27
      Bars, tubing and structurals ...........................  22    22    20
      Fabrication and carbon plate............................  20    20    20
      Other...................................................   7     5     6
                                                               ---   ---   ---
          Total .............................................. 100%  100%  100%
                                                               ===   ===   ===
</TABLE>

  More than one-half of the materials sold by the Company is processed. The
Company uses techniques such as sawing, slitting, blanking, pickling, cutting
to length, leveling, flame cutting, laser cutting, edge trimming, edge
rolling, fabricating and grinding to process materials to specified thickness,
length, width, shape and surface quality pursuant to specific customer orders.
Among the most common processing techniques used by the Company are pickling,
a chemical process using an acidic solution to remove surface oxide, commonly
called "scale," from steel which develops after the steel is hot rolled;
slitting, which is cutting coiled metals to specified widths along the length
of the coil; leveling, which is flattening metals and cutting them to exact
lengths; and edge rolling, a process which imparts round or smooth edges.
Although the Company often uses third-party fabricators to outsource certain
limited processes that the Company is not able to perform internally,
outsourcing these processes does not affect a significant part of the
Company's operations or constitute a significant part of the Company's
operating costs and expenses.

  The plate burning and fabrication processes are particularly important to
the Company. These processes require sophisticated and expensive processing
equipment. As a result, rather than making investments in such equipment,
manufacturers have increasingly outsourced these processes to metals service
centers. The Company has flame or laser cutting capacity in 45 of its 63
facilities.

  The Company also provides services and technical advice to its customers as
an integral part of providing products to its customers. The Company does not
charge customers separately for such services or advice, but rather includes
the costs of such services and advice in the price of products sold to such
customers.

  The Company's services include: just-in-time delivery, production of kits
containing multiple products for ease of assembly by the customer, the
provision of Company-owned materials to the customer and the placement of
Company employees at the customer's site for inventory management, production
and technical assistance. The Company also provides special stocking programs
where products that would not otherwise be stocked by the Company are held in
inventory to meet certain customers' needs. The foregoing services are
designed to reduce customers' costs by minimizing their investment in
inventory and improving their production efficiency.

CUSTOMER BASE

  The Company's customer base is diverse, numbering over 50,000. No customer
accounted for more than 2% of the Company's sales in 1997 and the top ten
customers accounted for approximately 7% of the Company's sales in 1997. The
Company's customer base includes most metal-consuming industries, most of
which are

                                       3
<PAGE>

cyclical. The Company's shipments (by percentage of sales revenue) for 1995,
1996 and 1997 for each class of the Company's customers were as set forth in
the table below.

<TABLE>
<CAPTION>
                                                               PERCENTAGE OF
                                                               SALES REVENUE
                                                               ----------------
      CLASS OF CUSTOMER                                        1995  1996  1997
      -----------------                                        ----  ----  ----
      <S>                                                      <C>   <C>   <C>
      Machinery manufacturers.................................  38%   38%   37%
      Fabricated metals producers.............................  25    26    26
      Transportation equipment producers......................  10    10     9
      Electrical machinery producers..........................   9     8     8
      Wholesale distributors..................................   3     3     4
      Construction-related purchasers.........................   3     4     5
      Metals mills and foundries..............................   3     3     3
      Other...................................................   9     8     8
                                                               ---   ---   ---
          Total............................................... 100%  100%  100%
                                                               ===   ===   ===
</TABLE>

  The Company's flat-rolled processing business unit, Ryerson Coil, generally
serves a customer base that differs from the Company's general line service
center business. A large portion of Ryerson Coil's customers have long-term
supply contracts. These contracts are typically at fixed prices and are
generally from three months to one year in duration, although Ryerson Coil has
a small number of arrangements with large customers that extend beyond one
year. Ryerson Coil attempts to limit its financial exposure on these fixed-
price sales arrangements by entering into fixed-price supply arrangements with
one or more suppliers for comparable periods of time. Ryerson Coil's customers
often seek large quantities of carbon sheet product that have undergone one or
more of the following processes: pickling, cutting to length, slitting,
tension leveling, texturing or blanking. Many of Ryerson Coil's approximately
600 customers are in the transportation, appliance, office furniture or
cabinetry businesses.

SUPPLIERS

  In 1997, the Company purchased in excess of 3.0 million tons of materials
from many suppliers, including approximately 500,000 tons (or approximately
10.5% of the purchase dollars) from Inland Steel Company ("ISC"), a wholly-
owned subsidiary of ISI. The Company expects to continue purchasing
significant amounts of steel from ISC in the future, although there can be no
assurance that such purchases will continue. Excluding ISC, the Company's top
25 suppliers accounted for approximately 38% of 1997 purchases in dollars.

  The Company purchases the majority of its inventories in the open market at
prevailing market prices. However, occasionally the Company enters into long-
term, fixed-price supply contracts to offset its long-term, fixed-price sales
contracts in order to minimize its financial exposure.

  Because the Company uses many suppliers and because there is a substantial
overlap of product offerings from these suppliers, the Company believes it
will be able to meet its materials requirements for the foreseeable future.
The Company works with and monitors its suppliers in order to obtain
improvements in price, quality, service, delivery and performance. The Company
believes it has good relationships with most of its suppliers.

SALES AND MARKETING

  Each of the Company's business units maintains its own sales and marketing
force. In addition to its office sales staff, the Company markets and sells
its products through the use of its field sales force that has extensive
product and customer knowledge and through a comprehensive catalog of the
Company's products. The

                                       4
<PAGE>

Company's office and field sales staffs, which together consist of
approximately 800 employees, include technical and metallurgical personnel. In
addition, the Company's technically-oriented marketing departments develop
advertising materials and maintain product expertise for each of the various
types of materials sold and industries serviced by the Company.

CAPITAL EXPENDITURES

  In recent years the Company has made capital expenditures to maintain,
improve and expand processing capabilities. Additions by the Company to
property, plant and equipment, together with retirements for the five years
ended December 31, 1997, excluding the initial purchase price of acquisitions,
are set forth below. Net capital additions during such period aggregated $85.2
million.

<TABLE>
<CAPTION>
                                                      DOLLARS IN MILLIONS
                                               ---------------------------------
                                                         RETIREMENTS NET CAPITAL
                                               ADDITIONS  OR SALES    ADDITIONS
                                               --------- ----------- -----------
      <S>                                      <C>       <C>         <C>
      1997....................................   $40.3      $12.0       $28.3
      1996....................................    24.1        6.0        18.1
      1995....................................    19.3        4.7        14.6
      1994....................................    20.4       12.4         8.0
      1993....................................    19.3        3.1        16.2
</TABLE>

  The Company anticipates that capital expenditure and investments in joint
ventures, excluding acquisitions, will be in the range of $40 million to $50
million for 1998, which will be funded from cash generated by operations plus
possible borrowing under RT's credit facility.

EMPLOYEES

  As of December 31, 1997, the Company employed approximately 5,400 persons,
of which approximately 2,550 were salaried employees and approximately 2,850
were hourly employees. Approximately 40% of the hourly employees were members
of various unions, including the United Steelworkers and the Teamsters, and an
additional approximately 29% of the hourly employees have voted for union
certification in proceedings currently pending before the National Labor
Relations Board. The Company's relationship with the various unions generally
has been good, but occasional work stoppages have occurred. Over the last five
years, work stoppages have occurred at two facilities (approximately 4% of the
total number of facilities), have involved an average of 43 employees and have
lasted an average of six days. During 1998, labor contracts covering
approximately 160 employees at five facilities will expire. During 1999
contracts covering approximately 740 employees at 17 facilities will expire.
The current agreement with the United Steelworkers will expire on July 31,
1999, and agreements with the Teamsters expire on various dates during the
period March 31, 1998 through November 15, 2003. While management does not
expect any unresolvable issues to arise in connection with the renewal of any
of these contracts, no assurances can be given that any of these contracts
will be extended prior to their expiration.

  Prior to April 30, 1996, certain of the Company's employees were eligible to
participate in the ISI Pension Plan, a noncontributory defined benefit pension
plan. Effective April 30, 1996, that portion of the ISI Pension Plan covering
the Company's current and former employees was separated and became the
Ryerson Tull Pension Plan.

  Effective January 1, 1998, the Company froze the benefits accrued under the
Ryerson Tull Pension Plan, a defined benefit pension plan for certain salaried
employees, and instituted a defined contribution plan. Salaried employees
vested in their benefits accrued under the defined benefit plan at December
31, 1997 will be entitled to those benefits upon retirement. Certain
transition rules have been established for those salaried employees meeting
the specified age and service requirements.

COMPETITION

  The Company is engaged in a highly fragmented and competitive industry. In
general, competition is based on quality, service, price and geographic
proximity. Based on SSCI data, the Company believes that the industry

                                       5
<PAGE>

is comprised of between 750 and 1,000 service centers, operating out of
approximately 2,000 locations. The Company competes with many other general
line service centers, specialized service centers and processing centers on a
regional and local basis, some of which may have greater financial resources
and flexibility than the Company. The Company also competes to a lesser extent
with primary steel producers. Primary steel producers typically sell to very
large customers that require regular shipments of large volumes of steel.
Although these large customers sometimes use metals service centers to supply
a portion of their metals needs, metals service center customers typically are
consumers of smaller volumes of metals than customers of primary steel
producers. To the extent that some of the Company's competitors purchase a
higher percentage of metals than the Company from foreign steelmakers, such
competitors may benefit from favorable exchange rates or other economic or
regulatory factors that may result in a competitive advantage. This
competitive advantage may be offset somewhat by higher transportation costs
associated with importing metals into the United States. Excess capacity of
metals relative to demand in the industry since mid-1995 led to a weakening in
prices. As a result, the Company has been reducing its prices since mid-1995
to remain competitive.

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

  The Company's operations are subject to many federal, state and local
regulations relating to the protection of the environment and to workplace
health and safety. In particular, the Company's operations are subject to
extensive federal, state and local laws and regulations governing waste
disposal, air and water emissions, the handling of hazardous substances,
environmental protection, remediation, workplace exposure and other matters.
The Company's management believes that the Company is presently in substantial
compliance with all such laws and does not currently anticipate that the
Company will be required to expend any substantial amounts in the foreseeable
future in order to meet current environmental, workplace health or safety
requirements. However, additional costs and liabilities may be incurred to
comply with current and future requirements, which costs and liabilities could
have a material adverse effect on the Company's results of operations or
financial condition.

  There are no known pending remedial actions or claims relating to
environmental matters that are expected to have a material effect on the
Company's financial position or results of operations. Some of the properties
owned or leased by the Company, however, are located in industrial areas or
have a history of heavy industrial use. These properties may potentially incur
environmental liabilities in the future that could have a material adverse
effect on the Company's financial condition or results of operations.

  Capital and operating expenses for pollution control projects were
significantly below $1 million per year for the past five years and are
expected to remain at similar levels.

PATENTS AND TRADEMARKS

  The Company owns several U.S. patents and U.S. and foreign trademarks,
service marks and copyrights. Certain of the trademarks are registered with
the U.S. Patent and Trademark Office and, in certain circumstances, with the
trademark offices of various foreign countries. The patents expire over
various periods of time beginning in 2011. The Company believes that the
expiration of its patents will not materially adversely affect its business.
The Company considers certain other information owned by it to be trade
secrets. The Company protects its trade secrets by, among other things,
entering into confidentiality agreements with its employees regarding such
matters and implementing measures to restrict access to sensitive data and
computer software source code on a need-to-know basis. The Company believes
that these safeguards adequately protect its proprietary rights and vigorously
defends these rights. While the Company considers all of its intellectual
property rights as a whole to be important, the Company does not consider any
single right to be essential to its operations as a whole.

RECENT DEVELOPMENTS

  On March 17, 1998, ISI announced it had signed a binding letter agreement
with Ispat International N.V. ("Ispat") whereby Ispat will acquire ISC.
Following the sale, ISI's primary business will be metals distribution,
presently conducted by RT. ISI is currently considering a plan to combine with
RT into one entity subsequent to the closing of the sale. The sale is subject
to a definitive agreement, antitrust clearance, other closing conditions, and
the need to give the United Steelworkers of America the opportunity to make an
offer to purchase ISC. It is anticipated that the transaction will close in
the third quarter of 1998.

                                       6
<PAGE>

ITEM 2. PROPERTIES.

 Joseph T. Ryerson & Son, Inc.

  Ryerson owns its regional business unit headquarters offices in Chicago (IL)
and leases regional headquarters offices in West Chester (PA) and Tukwila
(WA). Ryerson East's service centers are at Birmingham (AL), Buffalo (NY),
Cambridge (MA), Carnegie (PA), Charlotte (NC) (two facilities), Chattanooga
(TN), Cleveland (OH), Easton (PA), Fairless Hills (PA), Long Island City (NY),
Philadelphia (PA), and Wallingford (CT). Ryerson Central's service centers are
at Chicago (IL), Cincinnati (OH), Dallas (TX), Des Moines (IA), Detroit (MI),
Holland (MI), Houston (TX), Indianapolis (IN), Kansas City (MO), Milwaukee
(WI), Omaha (NE), Plymouth (MN), St. Louis (MO), Tulsa (OK), and Wausau (WI).
Ryerson West's service centers are at Commerce City (CO), Emeryville (CA),
Phoenix (AZ), Portland (OR), Renton (WA), Spokane (WA), Salt Lake City (UT)
and Vernon (CA). Ryerson Coil's processing facilities are located in Canton
(GA), Chicago (IL) (two facilities), Knoxville (TN), Marshalltown (IA),
Plymouth (MN) and New Hope (MN).

  All of Ryerson's operating facilities are held in fee with the exception of
the facility at Birmingham (AL) (held under long-term lease), two at Cambridge
(MA) (both held under short-term lease), one at Charlotte (NC) (held under
long-term lease), one at Chicago (IL) (held under short-term lease), one at
Easton (PA) (held under long-term lease), one at Fairless Hills (PA) (held
under long-term lease), one at Holland (MI) (held under long-term lease), one
at Long Island City (NY) (held under short-term lease), one at New Hope (MN)
(held under short-term lease), a satellite facility at Omaha (NE) (held under
short-term lease), a portion of the property at Portland (OR) (held under
short-term lease), a portion of the property at St. Louis (MO) (held under
long-term lease), one facility at Salt Lake City (UT) (held under short-term
lease), and one at Wausau (WI) (held under short-term lease). In addition,
Ryerson holds under short-term lease a former operating facility at the
Village of Blasdell (NY). Ryerson's properties are adequate to serve its
present and anticipated needs.

 J. M. Tull Metals Company, Inc.

  Tull maintains service centers at Baton Rouge (LA), Birmingham (AL),
Charlotte (NC), Columbia (SC), Greensboro (NC), Greenville (SC), Jacksonville
(FL), Miami (FL), New Orleans (LA), Pounding Mill (VA), Richmond (VA), Tampa
(FL), and Norcross (GA), where its headquarters is located. All of these
facilities are owned by Tull in fee, except for the Columbia facility, which
is held under short-term lease. AFCO operates service centers at Fort Smith
(AR), Jackson (MS), Little Rock (AR), Oklahoma City (OK), Shreveport (LA),
West Memphis (AR) and Wichita (KA). AFCO's headquarters are located at
Norcross (GA), where it leases space owned in fee by Tull. Each of AFCO's
facilities is held in fee except the Wichita facility, which is held under a
short-term lease. Tull's properties are adequate to serve its present and
anticipated needs.

 Ryerson de Mexico

  Ryerson de Mexico, a joint venture in which RT owns, indirectly, a 50%
interest, owns twelve general line metals service centers and processing
centers in Mexico. Ryerson de Mexico's properties are adequate to serve its
present and anticipated needs.

ITEM 3. LEGAL PROCEEDINGS.

  From time to time the Company is named as a defendant in legal actions
arising in the ordinary course of its business. The Company is not a party to
any pending legal proceedings other than routine litigation incidental to its
business. Management does not believe that the resolution of these claims will
have a material adverse effect on the Company's financial condition or results
of operations.

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

  Not applicable.

                       EXECUTIVE OFFICERS OF REGISTRANT

  Officers are elected by the Board of Directors of RT to serve for a period
ending with the next succeeding annual meeting of the Board of Directors held
immediately after the Annual Meeting of Stockholders. All executive officers
of RT, with the exception of Neil S. Novich and Darell R. Zerbe, have been
employed by RT or an affiliate of RT throughout the past five years.

                                       7
<PAGE>

  Set forth below are the executive officers of RT as of February 2, 1998, and
the age of each as of such date. Their principal occupations at present and
during the past five years, including positions and offices held with RT or a
significant subsidiary or affiliate of RT, are shown below.

        NAME, AGE AND                     POSITIONS AND OFFICES HELD
    PRESENT POSITION WITH                 DURING THE PAST FIVE YEARS
         REGISTRANT

Robert J. Darnall, 59........  Mr. Darnall has been Chairman of RT since April
 Chairman and Director         1995, a position he also held from November
                               1990 to June 1994. He has been Chairman and
                               Chief Executive Officer of ISI since 1992 and
                               its President, Chief Operating Officer and a
                               director since April 1986. He is also Chairman
                               and Chief Executive Officer of ISC, which he
                               joined in 1962, and has served as ISC's
                               Chairman since 1992, as a director since 1983,
                               as Chief Executive Officer from 1992 to 1995
                               and since April 1996, and as President for
                               various periods ending most recently in 1996.

Neil S. Novich, 43...........  Mr. Novich has been President, Chief Executive
 President and Chief           Officer, Chief Operating Officer and a director
 Executive Officer and Directorof RT, President of Ryerson and Chairman of
                               Tull since June 1994. He served as Chairman of
                               Ryerson from June 1994 to April 1995 and since
                               June 1996. He was a Senior Vice President of
                               ISI from January 1995 to May 1996 and served as
                               a Vice President of ISI from June 1994 to
                               January 1995. Prior to joining ISI in 1994, he
                               led the Distribution and Logistics Practice at
                               Bain & Company ("Bain"), an international
                               management consulting firm, from 1987.

Jay M. Gratz, 45.............  Mr. Gratz has been Vice President of RT and of
 Vice President and            ISI since May 1997; Chief Financial Officer of
 Chief Financial Officer       RT since April 1996 and of ISI since May 1996.
                               He was Vice President--Finance of RT from
                               September 1994 to April 1997, and of ISI from
                               May 1996 to April 1997. He was also Vice
                               President and Principal Financial Officer of
                               Inland Steel Company from March 1993 to January
                               1995 and Vice President--Finance of Inland
                               Steel Flat Products Company division of Inland
                               Steel Company from December 1991 to February
                               1993.

Thomas S. Cygan, 53..........  Mr. Cygan has been President of the Ryerson
 President--Ryerson West       West unit of Ryerson since November 1994. He
                               served as General Manager of Ryerson's Ryerson
                               Central Kansas City location from May 1981 to
                               November 1994.

Timothy L. LaPerre, 51.......  Mr. LaPerre has been President of Ryerson Coil
 President--Ryerson Coil       Processing, a unit of Ryerson, since January
 Processing                    1993. He served as Vice President and General
                               Manager of Ryerson Coil Processing from March
                               1990 to January 1993. He also served as
                               Executive Vice President and General Manager of
                               Keelor Steel from March 1987 to March 1990.

Carl G. Lusted, 61...........  Mr. Lusted has been President of the Ryerson
 President--Ryerson Central    Central unit of Ryerson since August 1990. Mr.
                               Lusted was Vice President and General Manager
                               of Tull from August 1984 to August 1990.

Stephen E. Makarewicz, 51....  Mr. Makarewicz has been President, Chief
 President--Tull Metals        Executive Officer and Chief Operating Officer
                               of Tull since October 1994. Mr. Makarewicz was
                               Vice President and General Manager of Ryerson's
                               Ryerson Central Chicago location from April
                               1992 to October 1994 and Vice President and
                               General Manager of Tull from June 1990 to April
                               1992.

                                       8
<PAGE>

        NAME, AGE AND                     POSITIONS AND OFFICES HELD
    PRESENT POSITION WITH                 DURING THE PAST FIVE YEARS
         REGISTRANT

Gary J. Niederpruem, 46......  Mr. Niederpruem has been President of the
 President--Ryerson East       Ryerson East unit of Ryerson since January
                               1993. He served as General Manager of Ryerson
                               East's Buffalo location from August 1985 to
                               January 1993.

William Korda, 50............  Mr. Korda has been Vice President--Human
 Vice President--Human         Resources of RT since October 1993. He served
 Resources                     as RT's Manager of Human Resources from August
                               1992 to October 1993 and as Manager of Benefits
                               and Salary Administration for RT from January
                               1991 to August 1992.

Darell R. Zerbe, 55..........  Mr. Zerbe has been Vice President--Information
 Vice President--Information   Technology and Chief Information Officer of RT
 Technology                    since February 1996. He served as Senior Vice
                               President, Management Information Systems, for
                               Venture Stores, Inc. from 1988 to February
                               1996.

Lily L. May, 48..............  Ms. May has been Controller of RT since May
 Controller                    1996. She was Vice President--Finance and
                               Purchasing and Controller of ISC from January
                               1995 through May 1996. Prior to that, she was
                               Director of Purchases and Energy of the Inland
                               Steel Flat Products Company division of ISC
                               from November 1993 to January 1995. She also
                               served as Director of Internal Auditing of ISI
                               from February 1992 to November 1993 and
                               Director of Corporate Accounting of ISI from
                               February 1991 to February 1992.

Vicki L. Avril, 43...........  Ms. Avril has been Treasurer of RT since
 Treasurer                     February 1994. She has also been Treasurer of
                               Ryerson and Tull since February 1994 and of ISI
                               and ISC since January 1994 and Director--
                               Corporate Planning of ISI since January 1995.
                               In addition, she was Director of Pension
                               Investments and Administration of ISI from June
                               1991 to January 1995 and Assistant Treasurer of
                               ISI from May 1993 to January 1994.

Charles B. Salowitz, 49......  Mr. Salowitz has been Corporate Secretary of RT
 Corporate Secretary           since April 1996. Since September 1995, he has
                               been Secretary of ISI and ISC. He has also been
                               Associate General Counsel of ISI since January
                               1995. He was an Assistant General Counsel of
                               ISI from July 1989 and Assistant Secretary from
                               July 1989 to September 1995.

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.

  The Class A Common Stock of RT is listed and traded on the New York Stock
Exchange. As of February 18, 1998, the number of holders of record of Class A
Common Stock of RT was 118.

  The remaining information called for by this Item 5 is set forth under the
caption "Summary by Quarter" in Exhibit 99, "Financial Information," which is
attached hereto, and is incorporated by reference herein.

ITEM 6. SELECTED FINANCIAL DATA.

  The information called for by this Item 6 with respect to each of the last
five years of RT is set forth under the caption "Eleven-Year Summary of
Selected Financial Data and Operating Results" in Exhibit 99, "Financial
Information," which is attached hereto, and is incorporated by reference
herein.

                                       9
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

  The information called for by this Item 7 is set forth under the caption
"Management's Discussion of Operations and Financial Condition" in Exhibit 99,
"Financial Information," which is attached hereto, and is incorporated by
reference herein.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

  The consolidated financial statements of RT called for by this Item 8,
together with the report thereon of the independent accountants dated February
18, 1998, are set forth under the captions "Report of Independent Accountants"
and "Statement of Accounting and Financial Policies and Business Description"
as well as in all consolidated financial statements and schedules of the
Company and the "Notes to Consolidated Financial Statements" in Exhibit 99,
"Financial Information," which is attached hereto, and is incorporated by
reference herein. The financial statement schedules listed under Item 14(a)2
of this Report on Form 10-K, together with the report thereon of the
independent accountants dated February 18, 1998, should be read in conjunction
with the consolidated financial statements. Financial statement schedules not
included in this Report on Form 10-K have been omitted because they are not
applicable or because the information called for is shown in the consolidated
financial statements or notes thereto.

  Consolidated quarterly sales, earnings and per share common stock
information for 1996 and 1997 are set forth under the caption "Summary by
Quarter" in Exhibit 99, "Financial Information," which is attached hereto, and
is incorporated by reference herein.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

  None.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

  The information called for by this Item 10 with respect to directors of RT
will be set forth under the caption "Election of Directors" in RT's definitive
Proxy Statement which will be furnished to stockholders in connection with the
Annual Meeting of Stockholders to be held on May 27, 1998, and is hereby
incorporated by reference herein. The information called for with respect to
executive officers of RT is included in Part I of this Report on Form 10-K
under the caption "Executive Officers of Registrant."

ITEM 11. EXECUTIVE COMPENSATION.

  The information called for by this Item 11 will be set forth under the
caption "Executive Compensation" in RT's definitive Proxy Statement which will
be furnished to stockholders in connection with the Annual Meeting of
Stockholders to be held on May 27, 1998, and is hereby incorporated by
reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

  (a) The information called for by this Item 12 with respect to security
ownership of more than five percent of RT's Class A and Class B common stock
will be set forth under the caption "Additional Information Relating to Voting
Securities" in RT's definitive Proxy Statement which will be furnished to
stockholders in connection with the Annual Meeting of Stockholders scheduled
to be held on May 27, 1998, and is hereby incorporated by reference herein.

  (b) The information called for by this Item 12 with respect to the security
ownership of directors and of management will be set forth under the caption
"Security Ownership of Directors and Management" in RT's

                                      10
<PAGE>

definitive Proxy Statement which will be furnished to stockholders in
connection with the Annual Meeting of Stockholders to be held on May 27, 1998,
and is hereby incorporated by reference herein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

  Information called for by this Item 13 will be set forth under the caption
"Certain Relationships and Related Transactions" in RT's definitive Proxy
Statement which will be furnished to stockholders in connection with the
Annual Meeting of Stockholders to be held on May 27, 1998, and is hereby
incorporated by reference herein.

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

  (a) DOCUMENTS FILED AS A PART OF THIS REPORT.

    1. CONSOLIDATED FINANCIAL STATEMENTS OF RT. The consolidated financial
       statements listed below are set forth in Exhibit 99, "Financial
       Information," which is attached hereto, and is incorporated by
       reference herein.

         Report of Independent Accountants dated February 18, 1998.

         Statement of Accounting and Financial Policies.

         Consolidated Statements of Income and Reinvested Earnings for the
         three years ended December 31, 1997.

         Consolidated Statement of Cash Flows for the three years ended
         December 31, 1997.

         Consolidated Balance Sheet at December 31, 1997 and 1996.

         Schedule to Consolidated Financial Statements: Long-Term Debt

         Notes to Consolidated Financial Statements.

    2.FINANCIAL STATEMENT SCHEDULES OF RT.

         Report of Independent Accountants on Financial Statement
         Schedules dated February 18, 1998. (Included on page 12 of this
         Report)

         Consent of Independent Accountants. (Included on page 12 of this
         Report.)

         For the years ended December 31, 1997, 1996 and 1995:

         Schedule I--Condensed Financial Information (Parent Company
         only). (Included on pages 13 to 15 inclusive in this Report.)

         Schedule II--Reserves. (Included on page 16 of this Report.)

    3. EXHIBITS. The exhibits required to be filed by Item 601 of
       Regulation S-K are listed in the Exhibit Index which is attached
       hereto, and incorporated by reference herein.

  (b) REPORTS ON FORM 8-K.

    No reports on Form 8-K were filed by RT during the quarter ended
    December 31, 1997.

                                      11
<PAGE>

      REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES

To the Board of Directors
of Ryerson Tull, Inc.

  Our audits of the consolidated financial statements referred to in our
report dated February 18, 1998, appearing on page 7 of Exhibit 99, "Financial
Information," (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedules listed in Item 14(a)2 of this
Annual Report on Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.

                                          PRICE WATERHOUSE LLP

Chicago, Illinois
February 18, 1998

                      CONSENT OF INDEPENDENT ACCOUNTANTS

  We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statement on Form S-8 (No. 333-06977)
and the Registration Statement on Form S-8 (No. 333-06989) of Ryerson Tull,
Inc., of our report dated February 18, 1998, appearing on page 7 of Exhibit
99, "Financial Information," which is attached hereto, and is incorporated by
reference herein. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears above.

                                          PRICE WATERHOUSE LLP

Chicago, Illinois
March 30, 1998

                                      12
<PAGE>

                               RYERSON TULL, INC.
                  SCHEDULE I--CONDENSED FINANCIAL INFORMATION
                             (PARENT COMPANY ONLY)

                              STATEMENT OF INCOME
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                             (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                     1997     1996     1995
                                                     -----    -----    -----
<S>                                                  <C>      <C>      <C>
Income:
  Intercompany interest income...................... $ 5.2    $ 0.4    $ --
  Equity in income of subsidiaries..................  81.2     73.8     86.5
                                                     -----    -----    -----
                                                      86.4     74.2     86.5
                                                     -----    -----    -----
Expenses:
  Interest and other expenses.......................  25.7     12.4      --
  Intercompany interest expense.....................   7.9      3.7      0.1
                                                     -----    -----    -----
                                                      33.6     16.1      0.1
                                                     -----    -----    -----
Income before income taxes..........................  52.8     58.1     86.4
Provision for income taxes..........................  10.0Cr.   5.2Cr.   2.1Cr.
                                                     -----    -----    -----
Net income.......................................... $62.8    $63.3    $88.5
                                                     =====    =====    =====
</TABLE>
--------
Cr. = Credit

                                       13
<PAGE>

                               RYERSON TULL, INC.
                  SCHEDULE I--CONDENSED FINANCIAL INFORMATION
                             (PARENT COMPANY ONLY)

                            STATEMENT OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                             (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                         1997    1996     1995
                                                        ------  -------  ------
<S>                                                     <C>     <C>      <C>
OPERATING ACTIVITIES
Net income............................................  $ 62.8  $  63.3  $ 88.5
Adjustments to reconcile net income to net cash
 provided from (used for) operating activities:
  Equity in undistributed earnings of subsidiaries....   (81.2)   (73.8)  (86.5)
  Deferred income taxes...............................    (4.6)     1.3    (0.1)
  Change in: Intercompany accounts....................     3.0     (4.6)    --
             Accounts payable.........................     0.1      0.3     --
             Accrued liabilities......................    (0.9)    11.0     --
  Other deferred items................................     1.7     (1.2)    --
                                                        ------  -------  ------
    Net adjustments...................................   (81.9)   (67.0)  (86.6)
                                                        ------  -------  ------
    Net cash provided from (used for) operating
     activities.......................................   (19.1)    (3.7)    1.9
                                                        ------  -------  ------
INVESTING ACTIVITIES
Net investments in subsidiaries.......................    (0.4)    (2.2)    --
Dividends received from subsidiaries..................     --      75.0     --
                                                        ------  -------  ------
    Net cash provided from (used for) investing
     activities.......................................    (0.4)    72.8     --
                                                        ------  -------  ------
FINANCING ACTIVITIES
Change in notes to and from related companies.........     7.6     69.2    (1.9)
Issuance of common stock..............................     --      77.1     --
Long-term debt issued.................................     --     242.8     --
Dividends paid........................................     --    (445.9)    --
                                                        ------  -------  ------
    Net cash provided from (used for) financing
     activities.......................................     7.6    (56.8)   (1.9)
                                                        ------  -------  ------
Net increase in cash and cash equivalents.............   (11.9)    12.3     --
Cash and cash equivalents--beginning of year..........    12.3      --      --
                                                        ------  -------  ------
Cash and cash equivalents--end of year................  $  0.4  $  12.3  $  --
                                                        ======  =======  ======
</TABLE>

                                       14
<PAGE>

                               RYERSON TULL, INC.
                  SCHEDULE I--CONDENSED FINANCIAL INFORMATION
                             (PARENT COMPANY ONLY)

                                 BALANCE SHEET
                         AT DECEMBER 31, 1997 AND 1996
                             (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                 1997    1996
                                                                ------  ------
<S>                                                             <C>     <C>
ASSETS
Current Assets
  Cash and cash equivalents.................................... $  0.4  $ 12.3
  Receivables from related companies:
    Notes......................................................   46.5     --
    Other......................................................    1.6     4.6
                                                                ------  ------
      Total current assets.....................................   48.5    16.9
Investment in subsidiary companies.............................  741.2   659.6
Deferred income taxes..........................................   12.7     8.1
Deferred charges and other assets..............................    7.0     8.4
                                                                ------  ------
      Total assets.............................................  809.4   693.0
                                                                ------  ------
LIABILITIES
Current Liabilities
  Accounts payable.............................................    0.4     0.3
  Notes payable to related companies...........................  121.4    67.3
  Accrued liabilities..........................................   10.1    11.0
                                                                ------  ------
      Total current liabilities................................  131.9    78.6
Long-term debt.................................................  250.0   250.0
                                                                ------  ------
      Total liabilities........................................  381.9   328.6
                                                                ------  ------
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value; authorized--16,000,000;
 issued and outstanding--no shares for 1997 and 1996...........    --      --
Class A common stock, $1.00 par value; authorized--100,000,000
 shares; issued and outstanding--5,283,762 shares for 1997 and
 5,277,127 shares for 1996.....................................    5.3     5.3
Class B common stock, $1.00 par value; authorized, issued and
 outstanding--34,000,000 shares................................   34.0    34.0
Capital in excess of par value.................................  304.5   304.5
Reinvested earnings............................................   85.2    22.4
Unearned restricted stock award compensation...................   (0.2)   (0.5)
Cumulative translation adjustment..............................   (1.3)   (1.3)
Treasury stock, at cost--common stock of 2,031 shares in 1997
 and no shares in 1996.........................................    --      --
                                                                ------  ------
      Total stockholders' equity...............................  427.5   364.4
                                                                ------  ------
      Total liabilities and stockholders' equity............... $809.4  $693.0
                                                                ======  ======
</TABLE>

                                       15

<PAGE>

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES
                             SCHEDULE II--RESERVES

  FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                            PROVISIONS FOR ALLOWANCES
                                           CLAIMS AND DOUBTFUL ACCOUNTS
  YEARS                             --------------------------------------------
  ENDED                             BALANCE AT ADDITIONS DEDUCTIONS   BALANCE AT
DECEMBER                            BEGINNING   CHARGED     FROM        END OF
   31                                OF YEAR   TO INCOME  RESERVES       YEAR
--------                            ---------- --------- ----------   ----------
<S>                                 <C>        <C>       <C>          <C>
1997...............................    $6.0      $2.6      $(0.5)(A)     $8.1
1996...............................    $6.4      $0.6      $(1.0)(A)     $6.0
1995...............................    $6.3      $1.2      $(1.1)(A)     $6.4
</TABLE>
--------
NOTES:

(A) Bad debts written off during year.

                                       16
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Ryerson Tull, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                         RYERSON TULL, INC.
                                                      Neil S. Novich
                                         By:-----------------------------------
                                                      Neil S. Novich
                                              President and Chief Executive
                                                   Officer and Director
                                              (Principal Executive Officer)
Date: March 30, 1998

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Ryerson
Tull, Inc. and in the capacities and on the dates indicated.

            SIGNATURE                       TITLE                    DATE

      Robert J. Darnall              Chairman and               March 30, 1998
------------------------------         Director
      Robert J. Darnall

       Neil S. Novich             President and Chief           March 30, 1998
------------------------------     Executive Officer
        Neil S. Novich               and Director
                                 (Principal Executive
                                       Officer)

        Jay M. Gratz              Vice President and            March 30, 1998
------------------------------      Chief Financial
         Jay M. Gratz             Officer (Principal
                                  Financial Officer)

         Lily L. May                  Controller                March 30, 1998
------------------------------        (Principal
         Lily L. May              Accounting Officer)

       Richard G. Cline                Director

      James A. Henderson               Director


      Jerry K. Pearlman                Director
                                                          Charles B. Salowitz
                                                   By:

                                                      -------------------------
                                                         Charles B. Salowitz
      Donald S. Perkins                Director            Attorney-in-fact
                                                            March 30, 1998

      Jean-Pierre Rosso                Director

      Ronald L. Thompson               Director

                                       17
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT                                                            SEQUENTIAL
  NUMBER                         DESCRIPTION                          PAGE NO.
  -------                        -----------                         ----------
 <C>       <S>                                                       <C>
  3.1      Restated Certificate of Incorporation of RT. (Filed as        --
           Exhibit 3.1 to RT's Registration Statement on Form S-1
           (File No. 333-3235), and incorporated by reference
           herein.)
  3.2      By-Laws of RT. (Filed as Exhibit 3.2 to RT's Quarterly        --
           Report on Form 10-Q for the quarter ended June 30,
           1996, and incorporated by reference herein.)
  4.1      Indenture, dated as of July 1, 1996, between RT and The       --
           Bank of New York. (Filed as Exhibit 4.1 to RT's Quar-
           terly Report on Form 10-Q for the quarter ended June
           30, 1996, and incorporated by reference herein.)
  4.2      Specimen of 8 1/2% Notes due July 15, 2001. (Filed as         --
           Exhibit 4.2 to RT's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 1996, and incorporated by
           reference herein.)
  4.3      Specimen of 9 1/8% Notes due July 15, 2006. (Filed as         --
           Exhibit 4.3 to RT's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 1996, and incorporated by
           reference herein.)
  4.4      Rights Agreement between RT and Harris Trust and Sav-         --
           ings Bank, as Rights Agent, dated as of June 10, 1996.
           (Filed as Exhibit 4.4 to RT's Quarterly Report on Form
           10-Q for the quarter ended June 30, 1996, and incorpo-
           rated by reference herein.)
  4.5      Form of Class A Common Stock Certificate. (Filed as Ex-       --
           hibit 4.5 to RT's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1996, and incorporated by refer-
           ence herein.)
           [The registrant hereby agrees to provide a copy of any        --
           other agreement relating to long- term debt at the re-
           quest of the Commission.]
 10.1      Registration Rights Agreement between RT and Inland           --
           Steel Industries, Inc., dated as of June 26, 1996.
           (Filed as Exhibit 10.1 to RT's Quarterly Report on Form
           10-Q for the quarter ended June 30, 1996, and incorpo-
           rated by reference herein.)
 10.2*     Change in Control Agreement, dated as of March 27,            --
           1996, between Inland Steel Industries, Inc. and Neil S.
           Novich. (Filed as Exhibit 10.6 to RT's Registration
           Statement on Form S-1 (File No. 333-3235), and incorpo-
           rated by reference herein.)
 10.3*     Employment Agreement between Inland Steel Industries,         --
           Inc. and Carl G. Lusted, dated June 27, 1990. (Filed as
           Exhibit 10.4 to RT's Registration Statement on Form S-1
           (File No. 333-3235), and incorporated by reference
           herein.)
 10.4*     Employment Agreement dated as of April 8, 1994, between       --
           Inland Steel Industries, Inc. and Neil Novich. (Filed
           as Exhibit 10.N.(8) to Inland Steel Industries, Inc.'s
           Annual Report on Form 10-K for the fiscal year ended
           December 31, 1994, and incorporated by reference here-
           in.)
 10.5*     Copy of Assumption and Amendment Agreement, dated Janu-       --
           ary 22, 1997, by and among Inland Steel Industries,
           Inc., Ryerson Tull, Inc,. and Carl G. Lusted. (Filed as
           Exhibit 10.6 to RT's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1996, and incorporated
           by reference herein.)
 10.6*     Form of Change in Control Agreements, dated as of March       --
           27, 1996, between Inland Steel Industries, Inc. and the
           parties listed on the Schedule thereto. (Filed as Ex-
           hibit 10.5 to RT's Registration Statement on Form S-1
           (File No. 333-3235), and incorporated by reference
           herein.)
</TABLE>

--------
   * Management contract or compensatory plan or arrangement required to be
     filed as an exhibit to the Company's Annual Report on Form 10-K.

                                      18
<PAGE>

<TABLE>
<CAPTION>
  EXHIBIT                                                            SEQUENTIAL
  NUMBER                         DESCRIPTION                          PAGE NO.
  -------                        -----------                         ----------
 <C>       <S>                                                       <C>
 10.7*     Amended Schedule to Form of Change in Control Agreement       --
           referred to in Exhibit 10.6* above. (Filed as Exhibit
           10.T.(3)* to Inland Steel Industries, Inc.'s Annual Re-
           port on Form 10-K for the fiscal year ended December
           31, 1997, and incorporated by reference herein.)
 10.8*     Copy of form of Severance Agreement, dated January 28,        --
           1998, between Inland Steel Industries, Inc. and each of
           the four executive officers of Inland Steel Industries,
           Inc. identified on the exhibit relating to terms and
           conditions of termination of employment following a
           change in control of Inland Steel Industries, Inc.
           (Filed as Exhibit 10.R to Inland Steel Industries,
           Inc.'s Annual Report on Form 10-K for the fiscal year
           ended December 31, 1997, and incorporated by reference
           herein.)
 10.9*     Amended listing of executive officers of the Company          --
           who are parties to the form of Inland Steel Industries,
           Inc. Severance Agreement, dated January 28, 1998, re-
           ferred to in Exhibit 10.8* above.......................
 10.10*    Form of Change in Control Agreements, dated as of June
           10, 1996, between RT and the parties listed on the
           Schedule thereto.......................................
 10.11*    Amended Schedule to Change in Control Agreement re-
           ferred to in Exhibit 10.10* above......................
 10.12*    Change in Control Agreement, dated as of June 10, 1996,       --
           between RT and Neil S. Novich. (Filed as Exhibit 10.8
           to RT's Registration Statement on Form S-1 (File No.
           333-3235), and incorporated by reference herein.
 10.13     Corporate Separation Agreement between RT and Inland          --
           Steel Industries, Inc., dated as of June 26, 1996.
           (Filed as Exhibit 10.12 to RT's Quarterly Report on
           Form 10-Q for the quarter ended June 30, 1996, and in-
           corporated by reference herein.)
 10.14     Cross-License Agreement between RT and Inland Steel In-       --
           dustries, Inc., dated as of June 26, 1996. (Filed as
           Exhibit 10.13 to RT's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 1996, and incorporated by
           reference herein.)
 10.15     Tax Sharing Agreement between RT and Inland Steel In-         --
           dustries, Inc., dated as of June 26, 1996. (Filed as
           Exhibit 10.14 to RT's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 1996, and incorporated by
           reference herein.)
 10.16     ESOP Guarantee Agreement between Joseph T. Ryerson &          --
           Son, Inc. and the Purchasers named therein, dated Au-
           gust 15, 1990. (Filed as Exhibit 10.15 to RT's Regis-
           tration Statement on Form S-1 (File No. 333-3235), and
           incorporated by reference herein.)
 10.17*    Inland Steel Industries, Inc. Non-Qualified Thrift            --
           Plan, as amended. (Filed as Exhibit 10.A to Inland
           Steel Industries, Inc.'s Quarterly Report on Form 10-Q
           for the quarter ended September 30, 1997, and incorpo-
           rated by reference herein.)
 10.18*    Inland Steel Industries, Inc. Supplemental Retirement         --
           Benefit Plan for Covered Employees, as amended. (Filed
           as Exhibit 10.B to Inland Steel Industries, Inc.'s
           Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1997, and incorporated by reference here-
           in.)
</TABLE>

--------
   * Management contract or compensatory plan or arrangement required to be
     filed as an exhibit to the Company's Annual Report on Form 10-K.

                                      19
<PAGE>

<TABLE>
<CAPTION>
  EXHIBIT                                                            SEQUENTIAL
  NUMBER                         DESCRIPTION                          PAGE NO.
  -------                        -----------                         ----------
 <C>       <S>                                                       <C>
 10.19*    Inland Steel Industries, Inc. Special Retirement Bene-        --
           fit Plan for Covered Employees, as amended. (Filed as
           Exhibit 10.C to Inland Steel Industries, Inc.'s Quar-
           terly Report on Form 10-Q for the quarter ended Septem-
           ber 30, 1997, and incorporated by reference herein.)
 10.20*    Inland 1995 Incentive Stock Plan, as amended (Filed as        --
           Exhibit 10.E to Inland Steel Industries, Inc.'s Annual
           Report on Form 10-K for the fiscal year ended December
           31, 1997, and incorporated by reference herein.)
 10.21*    Inland 1988 Incentive Stock Plan. (Filed as Exhibit           --
           10.B to Inland Steel Industries, Inc.'s Quarterly Re-
           port on Form 10-Q for the quarter ended June 30, 1995,
           and incorporated by reference herein.)
 10.22*    Inland 1992 Incentive Stock Plan, as amended. (Filed as       --
           Exhibit 10.C to Inland Steel Industries, Inc.'s Quar-
           terly Report on Form 10-Q for the quarter ended June
           30, 1995, and incorporated by reference herein.)
 10.23*    Inland Steel Industries, Inc.'s Annual Incentive Plan,        --
           as amended. (Filed as Exhibit 10.A to Inland Steel In-
           dustries, Inc.'s Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1995, and incorporated by
           reference herein.)
 10.24*    Inland Steel Industries, Inc. Special Achievement Award       --
           Plan. (Filed as Exhibit 10.I to Inland Steel Indus-
           tries, Inc.'s Annual Report on Form 10-K for the fiscal
           year ended December 31, 1987, and incorporated by ref-
           erence herein.)
 10.25*    Inland Steel Industries, Inc. Deferred Compensation           --
           Plan for Certain Employees, as amended. (Filed as Ex-
           hibit 10.J to Inland Steel Industries, Inc.'s Annual
           Report on Form 10-K for the fiscal year ended December
           31, 1994, and incorporated by reference herein.)
 10.26*    Ryerson Tull, Inc.'s Annual Performance Improvement In-       --
           centive Plan. (Filed as Exhibit 10.2 to RT's Quarterly
           Report on Form 10-Q for the quarter ended September 30,
           1997, and incorporated by reference herein.)
 10.27*    Ryerson Tull Directors' Compensation Plan. (Filed as          --
           Exhibit 10.S.(1) to Inland Steel Industries, Inc.'s An-
           nual Report on Form 10-K for the fiscal year ended De-
           cember 31, 1997, and incorporated by reference herein.)
 10.28*    Ryerson Tull, Inc. Supplemental Retirement Plan for           --
           Covered Employees, as amended September 24, 1997.
           (Filed as Exhibit 10.1 to RT's Quarterly Report on Form
           10-Q for the quarter ended September 30, 1997, and in-
           corporated by reference herein.)
 10.29*    Ryerson Tull 1996 Incentive Stock Plan, as amended            --
           (Filed as Exhibit 10.D to Inland Steel Industries,
           Inc.'s Annual Report on Form 10-K for the fiscal year
           ended December 31, 1997, and incorporated by reference
           herein.)
 10.30*    Ryerson Tull Nonqualified Savings Plan. (Filed as Ex-         --
           hibit 10.S.(2) to Inland Steel Industries, Inc.'s An-
           nual Report on Form 10-K for the fiscal year ended De-
           cember 31, 1997, and incorporated by reference herein.)
 12        Statement re: Computation of Ratio of Earnings to Fixed       --
           Charges (Filed as Amendment No 2 to RT's Registration
           Statement on Form S-1 (File No. 333-3235), and incorpo-
           rated by reference herein.)
 21        Subsidiaries of the Registrant.........................
 23        Consent of Independent Accountants appearing on page 12       --
           of this Annual Report on Form 10-K.
 24        Powers of Attorney.....................................
 27        Financial Data Schedules...............................
 99        Financial Information to be included in the Annual Re-
           port to Shareholders for 1997..........................
</TABLE>

--------
   * Management contract or compensatory plan or arrangement required to be
     filed as an exhibit to the Company's Annual Report on Form 10-K.

                                       20