**Exhibit 14**

 

**METALS USA, INC.**

 

**CODE OF CONDUCT**

 

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**TABLE OFCONTENTS**

 
| **Forward by C. Lourenco  Goncalves, President and CEO, Metals USA, Inc.** |                                                                                                |
|----------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
|                                                                       |                                                                                                |   |
| **I.**                                                                     | **Business  Conduct**                                                                               |   |
|                                                                       |                                                                                                |   |
| **II.**                                                                    | **Safety; Environmental**                                                                           |   |
|                                                                       |                                                                                                |   |
| **III.**                                                                   | **Anti-Discrimination;  No Retaliation**                                                            |   |
|                                                                       |                                                                                                |   |
| **IV.**                                                                    | **Protecting Company Assets**                                                                       |   |
| ** **                                                                 | **A.**                                                                                              | **Company  Property** |   |
| ** **                                                                 | **B.**                                                                                              | **Company Information  Systems** |   |
| ** **                                                                 | **C.**                                                                                              | **Company Funds** |   |
| ** **                                                                 | **D.**                                                                                              | **Proprietary  and Confidential Information** |   |
| ** **                                                                 | **E.**                                                                                              | **Responding to  Requests for Information** |   |
| ** **                                                                 | ** **                                                                                          | ** ** |   |
| **V.**                                                                     | **Accuracy of Company  Records**                                                                    |   |
| ** **                                                                 | **A.**                                                                                              | **Proper  Accounting** |   |
| ** **                                                                 | **B.**                                                                                              | **Business Expense Claims** |   |
| ** **                                                                 | **C.**                                                                                              | **Record  Retention** |   |
| ** **                                                                 | ** **                                                                                          |   |
| **VI.**                                                                    | **Conflicts of Interest**                                                                           |   |
| ** **                                                                 | **A.**                                                                                              | **Outside Employment** |   |
| ** **                                                                 | **B.**                                                                                              | **Personal Relationships** |   |
| ** **                                                                 | **C.**                                                                                              | **Ownership in Other  Businesses** |   |
| ** **                                                                 | **D.**                                                                                              | **Gifts and Entertainment** |   |
| ** **                                                                 | **E.**                                                                                              | **Service  on Boards** |   |
|                                                                       |                                                                                                |   |
| **VII.**                                                                   | **Compliance with Laws**                                                                            |   |
| ** **                                                                 | **A.**                                                                                              | **Antitrust Laws** |   |
| ** **                                                                 | **B.**                                                                                              | **Unfair  Competition and Deceptive Trade Practices** |   |
| ** **                                                                 | **C.**                                                                                              | **Anticorruption Laws** |   |
| ** **                                                                 | **D.**                                                                                              | **Import-Export  Laws and Antiboycott Laws** |   |
| ** **                                                                 | **E.**                                                                                              | **Insider  Information and Securities Trading Policy** |   |
| ** **                                                                 | ** **                                                                                          |   |
| **VIII.**                                                                  | **Administration and  Enforcement**                                                                 |   |
| ** **                                                                 | **A.**                                                                                              | **Certification** |   |
| ** **                                                                 | **B.**                                                                                              | **New Employees and  Directors** |   |
| ** **                                                                 | **C.**                                                                                              | **Penalties for  Violation of the Code** |   |
| ** **                                                                 | **D.**                                                                                              | **No Retaliation for  Reporting** |   |
| ** **                                                                 | **E.**                                                                                              | **Waivers** |   |
| ** **                                                                 | **F.**                                                                                              | **Periodic Review  and Supplementation** |   |
| ** **                                                                 |                                                                                                |   |
|                                                                       | **APPENDIX A Reporting  Violations**                                                                |   |
|                                                                       |                                                                                                |   |
|                                                                       | **EXHIBIT  A Form of Report Letter Required by  Metals USA, Inc.’s Code of Conduct** |   |
|                                                                       |                                                                                                |   |
|                                                                       | **EXHIBIT B Confidential Initial Report**                                                      |   |
|                                                                       |                                                                                                |   |
|                                                                       | **EXHIBIT  C Confidential Report Of Supervisor Or Other Recipient Of Initial  Report**    |   |

 

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**Forward**

 

To allMetals USA Employees, Directors, Officers, Consultants and Contractors:

 

 

MetalsUSA (the “Company”) is committed to the highest ethical principles andstandards. We value honesty and integrity above all else. Upholding thesecommitments is essential in our dealings with our customers, vendors, fellowworkers and shareholders and to our continued success.

 

Theethical principles and standards, and applicable laws, which comprise this Codeof Conduct (the “Code”) must guide our actions and our behavior. The Codesummarizes certain ethical policies and laws which apply to all of us.  The guidelines set forth in the Code are notintended to be a complete guide for every conceivable situation. Instead, itwill provide basic ethical principles, laws and regulations which may beapplicable to your job.

 

If youdo not understand a provision of the Code, are unsure what actions you shouldtake or not take in a given situation, or wish to report a violation of theCode or any law, you should follow the compliance procedures outlined in thisPolicy. If there are references to other policies or laws, please obtain andread those policies or laws if they apply to your position with the Company. Thinkabout how the provisions of the Code apply to your job, and consider how youmight handle situations to avoid illegal, improper or unethical actions. Ourgoal is ***“when in doubt, ask”***and ***“do the right thing.”*** Failure tofollow the provisions of the Code or law or report violations may have seriouslegal and disciplinary consequences including termination of employment.

 

I, withother senior officers and our Board of Directors, have carefully reviewed theCode and encourage you to do the same. I have also signed a statementconfirming that I will conduct my actions according to its guidelines. I expectyou to do the same by signing the required confirmation.

 

One ofour most valuable assets is our reputation. Complying with the principles andstandards contained in the Code is the foundation for protecting and enhancingthat reputation. Thank you for your commitment.

 

 

C. Lourenco Goncalves

President and Chief Executive Officer

 

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**I.****                                        ****BusinessConduct**

 

We havebuilt a reputation as a trustworthy and ethical member of our industry andcommunity by conducting business with the highest level of integrity andfairness. We will avoid misrepresentation of facts, manipulation, concealment,misuse of privileged information, fraud or other unfair business practices. Itis a serious violation of this policy to engage in any act which is intended,or perceived, to harm the reputation, business, prospects, or operations of theCompany, our customers, vendors, employees, officers, directors orshareholders.

 

**II.****                                    ****Safety;Environmental**

 

We arecommitted to providing a safe work environment. Management and employees have ashared responsibility to promote and preserve a safe, clean, and healthyenvironment. You must strictly comply with applicable environmental laws andregulations, public policies, and Company safety policies and procedures. TheCompany, as well as individuals, may be liable for the costs of pollution andother significant civil and criminal penalties for violation of safety andenvironmental laws. You must make every effort to prevent violations andimmediately report any violations (see Appendix A), accident, injury or unsafeequipment, practices or conditions to your supervisor.

 

**III.****                                ****Anti-Discrimination; No Retaliation**

 

We arecommitted to providing a conducive work environment for all employees and willnot tolerate any conduct that discriminates, whether intentional or not,against an applicant or employee because of race, color, religion, sex(including pregnancy, childbirth or related medical conditions), nationalorigin, age, disability, veteran status or any characteristic protected by law.We will not tolerate discrimination or harassment by anyone – managers,supervisors, co-workers, vendors or our customers. This policy extends to everyphase of the employment process, including recruiting, hiring, training, promotion,compensation, benefits, transfers, discipline and termination, layoffs,recalls, and Company-sponsored educational, social and recreational programs.

 

Display,transmission or internet browsing of sexual sites or images is prohibited.  Communications which contain religious orethnic slurs, racial epithets or any language that could be construed asharassment or disparagement of others is prohibited.

 

You areencouraged to report discrimination or harassment and we provide variousreporting options as outlined in Appendix A. We will not permit retaliationagainst an employee for filing a good faith complaint or for cooperating in aninvestigation. To the extent possible, the Company will keep complaints and theterms of their resolution confidential. The Company will take corrective actionincluding termination if an investigation confirms discrimination occurred.

 

**IV.****                               ****ProtectingCompany Assets**

 

We havea responsibility to protect Company assets, including physical and intellectualproperty, from loss, theft, misuse and waste and to ensure Company assets andfunds are used only for legal business purposes.

 

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**A.**            Company Property

** **

The use of employee services, cash, materials,equipment or assets for personal gain is not permitted. Violations include, butare not limited to, personal use of Company vehicles, sale of Company vehiclesto employees above or below fair market value, allowing employees to performpersonal tasks for others, directing refunds from vendors or suppliers topersonal accounts, and the use of Company funds to pay personal expenses unlessa supervisor approved advance is submitted in accordance with applicablepolicies and procedures. You must have signed supervisor approval to remove anyCompany property, other than cell phones, from work premises and failure toreturn same will result in disciplinary action, including possible termination.

 

**B.****            CompanyInformation Systems**

 

Incidental and occasional personal use of computersystems, networks, software, databases, Internet access, electronic mail,telephones, cell phones, fax or copy machines (collectively referred to as “InformationSystems”) is generally permitted if the purpose is legal, there is nosignificant Company cost and use does not interfere with work responsibilitiesor jeopardize the security of Company information. Information Systems may notbe used to promote outside organizations or solicit commercial ventures,religious or political causes, or other non-Company sanctioned solicitations oractivities. The Company owns all e-mail and voice-mail messages sent, receivedor stored on Company Information Systems. Messages may be monitored withoutnotice or consent and may be disclosed during litigation or governmentalinquiry.  All files and records kept onCompany computers are the property of the Company.

 

## **C.****           ****Company Funds**

##  

The use of corporate funds or other assets for any unlawful orfraudulent purpose, including bribes and kickbacks, or for personal use isstrictly prohibited. Payments made to any third party to obtain or retainbusiness or any other improper reason are not allowed. No corporate funds shallbe contributed, directly or indirectly, to any candidate for public office,campaign funds, political party or organization, whether in the United Statesor abroad, unless a lawful contribution is approved in advance by the Company’sChief Executive Officer and the General Counsel.

 

**D.****            Proprietary andConfidential Information**

 

Employees shall not directly or indirectly use anyproprietary or confidential information, for any purposes not associated withCompany activities. Proprietary information is the sole property of theCompany. This information includes but is not limited to trade secrets orinventions, techniques, strategies or design, salaries, customer andsupplier/vendor lists, pricing, purchasing, sales, marketing and financialinformation, budgets or forecasts, business plans, bid proposals and contractnegotiations, research and development programs.

 

Confidential information such as business knowledgeand information, written or unwritten, acquired or created in the course ofemployment, and not authorized by management for public distribution shall notbe used except as necessary to perform job responsibilities. Confidentialinformation should be shared internally only with others who have a “need toknow” and may not be disclosed to any supplier, customer, competitor, friend,relative, financial analyst, reporter or any other third party.

 

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Just as the Company expects its property rights to beobserved, we respect the rights of others. You must discuss the situation withyour supervisor prior to accepting any offer of confidential information fromoutside sources. All computer users must take adequate steps to protectConfidential Information stored on the Company systems and networks, andwebsite. You may not intercept or duplicate proprietary or confidentialproperty. You must immediately notify your supervisor of any suspiciousactivity involving the receipt or transfer of information. Password access forcomputer systems, networks, and website must not be available to others. Lockor turn off your computer when unattended for extended periods. Laptop computersmust be kept in secure locations when not in use.

 

## **E.****             ****Responding to Requests for Information**

##  

The Chief Executive Officer, Chief Financial Officerand the General Counsel of the Company are designated as the specificrepresentatives (“Designated Representatives”) responsible for monitoring andcoordinating the disclosure of information regarding the Company in a mannerthat protects the confidentiality of the information and ensures compliancewith federal and state securities laws.  Requests for information, including statementsor comments solicited by the media or government representatives (federal,state or local), must be immediately referred to a Designated Representative.Under no circumstances should an individual release any information about theCompany without the prior approval of content and timing of release from aDesignated Representative.

 

**V.****                                   ****Accuracy ofCompany Records**

 

Allinformation, reports and records, including accounts and financial statements,whether for internal purposes or third party dealings, must be timelymaintained in reasonable and appropriate detail and must accurately andhonestly reflect our transactions. Falsifying records or failure to recordfunds or assets is a serious offense and may result in prosecution and/or immediatetermination.

 

**A.****           ****ProperAccounting**

 

AllCompany financial transactions and fund expenditures must follow allestablished procedures and policies, be entered in the regularly maintainedbooks of accounts and supported by adequate documentation. Financialinformation is provided to our shareholders, investors and government agenciesand must conform to our internal control and disclosure procedures as well asto generally accepted accounting principles (“GAAP”) and other laws andregulations, such as those of the Internal Revenue Service and the Securitiesand Exchange Commission (SEC). Our public communications and reports mustcontain information that is full, fair, accurate, timely and understandable. Infurtherance of these requirements:

 

1.               No fund or assetshall be established or maintained that is not reflected on the books andrecords of the Company;

 

2.               No false,artificial, obscure or misleading entries in the books and records of theCompany shall be made; and

 

3.               No transactionshall be effected and no payment shall be made by or on behalf of the Companywith the intention or understanding that the transaction or payment is otherthan as described in the documentation evidencing the transaction or supportingthe payment.

 

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## **B.****           ****Business Expense Claims**

##  

All reimbursable expenses must be directly related toCompany business and in accordance with all applicable policies and procedures.Business expenses must be properly supported and submitted for supervisorapproval within 30 days of the date the expense was incurred. It is a violationof policy to submit or approve false, misleading, inaccurate or improperlydocumented claims for business expense reimbursement.

 

**C.****           ****RecordRetention**

 

Companyrecords must be retained or purged in accordance with our record retentionpolicies and all applicable laws and regulations. We may be legally required tomake our records including reports, informal data such as e-mail, expenserecords and internal memos available to third parties. It is a crime to alter,destroy, modify or conceal documentation or objects that are relevant to agovernment investigation or otherwise obstruct, influence or impede an officialproceeding. If there is a subpoena or a pending government investigation, youmust preserve all records that could pertain to the investigation andimmediately contact the Company’s General Counsel.

 

**VI.****                               ****Conflicts ofInterest**

 

Youmust avoid situations or conduct that could compromise Company loyalty,interfere with your job in any way, and/or conflict with the interests of theCompany. You must be able to perform duties and exercise good judgment onbehalf of the Company without influence from any outside activity, interest orrelationship. You must not engage in any activity that assists a competitor oris otherwise in competition with our business. In addition, you must avoidoutside activities that embarrass or discredit us. Any time you believe aconflict of interest or perception of a conflict may exist, you must disclose,in writing, the potential conflict of interest to your supervisor.

 

**A.****           ****OutsideEmployment**

 

Performingother work after hours is not in itself a violation of the Code. However, theactivity must be separate from the job you perform for us and must notinterfere with your ability to devote the time and effort needed to fulfill therequirements of your job to the best of your ability. You may not conductoutside work or personal business on Company time or use Company supplies,personnel, equipment or resources. Additionally, you must not support orpromote the sale of services or products to us for your personal gain. You mustdisclose, in writing, to your supervisor any outside work or activity that mayviolate or be perceived to violate this policy.

 

**B.****           ****PersonalRelationships**

 

If youare in a position to deal directly with or influence the decision to work withan organization for which a family member or personal relationship works or hasa significant financial interest, you must disclose the situation, in writing,to your supervisor****beforeconducting business on our behalf.

 

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Assistinga family member or personal relationship in their business or outsideactivities to the extent it interferes with your ability to devote full timeand effort to your job duties is a conflict of interest.

 

Youmust make any work related decisions such as employment, work assignments,promotion, and compensation, on the basis of qualification and merit and avoidgiving an unfair advantage to anyone due to a personal relationship. You mustdisclose, in writing, to your supervisor any direct or indirect reportinginvolving a family or personal relationship.

 

**C.****           ****Ownership inOther Businesses**

 

Investmentscan sometimes cause a conflict of interest. In general, you should not own,directly or indirectly, a significant financial interest in any company thatdoes business with us, seeks to do business with us or competes with us. Youmust disclose, in writing, to your supervisor if you or a family member has asignificant financial interest in a company with whom we do business, proposeto do business or with whom we compete.

 

**D.****           ****Gifts andEntertainment**

 

We musttreat all business relationships fairly and impartially. Therefore, we must notgive or accept gifts, entertainment or gratuities that could influence or beperceived to influence business decisions. Misunderstandings can usually beavoided when the Company conducts business ethically and refuses to seek orgrant special considerations. Although this policy generally excludes giftsworth less than $50, multiple small gifts or favors over a short period of timeare improper.

 

**E.****             ****Service onBoards**

 

Servingas a director or on a standing committee of an organization, includinggovernment agencies may create a conflict. You must disclose, in writing, toyour supervisor****before accepting an appointmentto the board or a committee of any organization.

 

**VII.****                           ****Compliancewith Laws**

 

It isthe policy of the Company to conduct business in compliance with all applicablelaws, rules and government regulations. Although we address several importantlegal areas in the Code, we cannot anticipate every possible situation. It isyour responsibility to know and comply with the law, conduct all activities inan ethical manner, and report any violations of the law or the Code as setforth herein.

 

**A.****           ****AntitrustLaws**

 

Antitrustlaws are designed to ensure a fair and competitive marketplace by prohibitingvarious types of anticompetitive behavior. Avoid discussions with ourcompetitors regarding pricing, terms and conditions, costs, marketing plans,customers and any other proprietary or confidential information.  The following actions are clearly prohibitedby this policy and various antitrust laws:

 

•                  Agreements orunderstandings among competitors to: Raise, lower, fix or control prices or tootherwise agree on pricing policy, discounts, promotions or terms or conditionsof sale; Boycott specified suppliers or customers; Allocate

 

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products, territories, ormarkets; or Limit the production or sale of products or product lines.

 

•                  Selling productsat a below-cost price in an attempt to force a competitor out of business or tosell a product on condition that the buyer will not buy products from a seller’scompetitor.

 

**B.**            Unfair Competition and Deceptive TradePractices

** **

The Federal Trade Commission Act (“FTC Act”) and thispolicy prohibits “unfair methods of competition” and “unfair or deceptive actsor practices.” Many actions not otherwise violating the letter of otherantitrust laws, may violate the FTC Act, state antitrust laws, or deceptivetrade practices laws. The following are examples, but not an exhaustive list,of conduct which has been found to constitute unfair competition or deceptiveacts or practices:

 

•                  Commercialbribery, including payments made by a seller to its own or a competitor’scustomer to induce purchases of the seller’s products;

 

•                  Coercion,intimidation or scare tactics directed against customers, prospectivecustomers, competitors, or suppliers;

 

•                  Offeringspecial benefits to distributors who exclude competing product lines;

 

•                  Acquiringcompetitors’ trade secrets by unfair means, including espionage;

 

•                  Makingfalse or deceptive statements or comparisons about competitors or theirproducts, business practices, financial status, or reliability;

 

•                  Misrepresentingthe price, composition, effectiveness, quality or other characteristics of aproduct;

 

•                  Makingan affirmative product claim without a reasonable basis; and

 

•                  Representingour products as those of another manufacturer, such as by simulating acompetitor’s advertising labels or trademarks.

 

**C.****           ****AnticorruptionLaws**

 

Anacceptable practice in the private business sector may be improper or illegalwhen dealing with government officials. “Government officials” include anylevel government employee anywhere in the world or employees ofgovernment-controlled entities, as well as political parties and candidates forpolitical office. You should consult with our General Counsel to be sure thatyou understand the applicable laws before dealing with a government official onthe Company’s behalf.

 

**D.****           ****Import-Export Laws and Antiboycott Laws**

 

We arecommitted to full compliance with all applicable U.S. laws governing imports,exports and when conducting business with non-U.S. entities. These laws limitthe types of products that may be

 

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importedand the manner of importation as well as prohibit exports and most othertransactions with certain countries, and cooperation with or participation inforeign boycotts of countries not boycotted by the U.S.

 

**E.****              Insider Informationand Securities Trading Policy**

 

Ethical standards and federal law prohibit reacting tonon-public information when trading or recommending trading of Company stock,or buying or selling securities of customers, suppliers or other entities withwhich we have a relationship. The Company is obligated by various federal andstate laws and regulations to make prompt, full, and fair public disclosure ofinformation which may be expected to materially affect the market, unless suchdisclosure would be inappropriate under the circumstances. It is illegal todisclosure such information to one person, a small group of persons, but not tothe public.

 

Investment in Company stock by Company officers,directors and employees is generally desirable and not discouraged. However,such investments must be made with extreme caution of any appearance ofimpropriety and with recognition of the legal prohibitions against the misuseof insider information.  All largestockholders (10% or more), executive officers, and directors are required totimely report to the Securities Exchange Commission (“SEC”), their beneficialownership of the Company securities upon becoming a director, executive officeror large stockholder, and thereafter as appropriate to reflect any changes intheir beneficial ownership of the Company’s securities or stock options. Also,because the SEC requires the Company to disclose in its annual Form 10-K andproxy statement the name of any director or executive officer that fails tocomply with the filing requirements of Section 16(a), it is the policy ofthe Company that all transactions by directors and executive officers in theCompany’s securities, including the preparation of all Section 16(a)reports, be cleared with the General Counsel to avoid any embarrassment forfailure to comply with reporting requirements.

 

Regardless of your position within the Company, youmust not purchase or sell, or advise third parties to purchase or sell, Companystock due to knowledge which is not yet publicly disseminated (commonlyreferred to as “insider information”). After the release to the public ofmaterial information (i.e. quarterly or annual earnings), individuals may tradefor a period beginning 48 hours after the release and ending 30 daysthereafter. Furthermore, employees, officers and directors who purchase Companystock in the open market are encouraged to hold that stock for a minimum of sixmonths. (Note: the SEC’s short-swing profit rule (Section 16(a) of theSecurities Exchange Act of 1934) already restricts the Company’s directors andsenior officers from “buying and selling” or “selling and buying” Company’sstock within any six month time period. We recommend that all employees whohave “inside information” to observe this rule.)

 

# **VIII.****                       ****Administration and Enforcement**

#  

Company management and employees are equal partners in ethical andlegal behavior and full adherence to the Code. In furtherance of theseresponsibilities the Company has adopted the following:

 

**A.****            Certification**

 

The Code shall be distributed to all officers,directors, employees, consultants and independent contractors, and otherpersonnel as designated by the Company’s Chief Executive Officer. Eachrecipient of the Code must submit a Report Letter (Exhibit “A”) to be reviewedby the Company’s General Counsel, who shall submit a report to the Company’s Boardof Directors no later than the meeting of

 

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shareholders in each year. All information disclosed in the annualreport letters, shall be treated on a confidential basis, except to the extentreasonably necessary to protect the Company’s interests.

 

**B.****            NewEmployees and Directors**

 

The Code will be distributed to all officers,directors, employees, consultants, independent contractors and other personnel(as designated by the Company’s Chief Executive Officer) who must submit aReport Letter within thirty (30) days of employment, appointment, or electionto the Company’s General Counsel.

 

**C.****            Penalties forViolation of the Code**

 

Violations of the Code, including failing to report aviolation or withholding relevant information will result in disciplinaryaction, including immediate termination and civil remedies for any monetaryloss we suffer. Your admission of a violation, the degree of your cooperationand whether the violation was intentional or unintentional will be consideredin any disciplinary action decisions.

 

**D.****           ****NoRetaliation for Reporting**

 

We willnot retaliate or tolerate harassment or intimidation against anyone who, ingood faith, reports a suspected violation of law or the Code. In addition, federal“whistleblower” laws protect employees from discrimination or harassment forproviding information to us or governmental authorities pertaining to workplacesafety, the environment, securities fraud and fraud against shareholders.

 

**E.****             ****Waivers**

 

A requestfor a waiver of the Code must be submitted in writing to the Company’s GeneralCounsel for approval. A waiver of any provision of the Code for a director oran executive officer must be approved by the Board of Directors or itsdesignated committee and will be promptly disclosed to the extent required bylaw or regulation.

 

**F.****              Periodic Review andSupplementation**

 

The Company’s General Counsel is charged with theresponsibility of reviewing applicable changes in laws and recommending changesto the Code to the Company’s Audit Committee. The Audit Committee shallcontinuously review, assess and make appropriate recommendations for changes tothe Code for approval by the Board of Directors.

 

Accordingly, amendments to and revisions of the Codemay be adopted from time to time. Such changes will become effective upon theiradoption by the Board of Directors and copies thereof will be circulated aspromptly as practicable. Since designated personnel are obligated to observeapplicable laws and regulations, failure to receive and review a copy of anyamendment or revision will not be an acceptable excuse for a failure to observeany applicable law or regulation of which the recipient had knowledge orreasonably should have had knowledge.

 

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**APPENDIX A**

** **

**Reporting Violations**

** **

**Obligation toReport Violations**

** **

Company directors,officers and employees, consultants or independent contractors have anaffirmative obligation to report any known or suspected violations of the Codein accordance with the requirements set forth below:

 

**1.**                                      InitialReport

** **

(a)                                  Anyonewho acquires information that a employee or representative is engaged inconduct prohibited by the Code or any applicable law or regulation, mustpromptly report (in writing, by telephone call, electronically or in person)such information to:

 

•                  FacilitySupervisor or Manager

•                  Director ofHuman Resources;

•                  The Company’sGeneral Counsel;

•                  The Company’sCompliance Hotline; or

•                  www.mysafeworkplace.com(anonymous reporting option)

 

These alternatives are provided to encourage andassure direct and open communication between the Company and its officers,directors and employees regarding potential violations. Anyone providing awritten or verbal report of a known or suspected violation should provide asmuch information as possible, so that the Company has adequate information toconduct an investigation of the matter. Written reports of prohibited conductunder this Section should be made on the form attached as Exhibit “B”.

 

(b)                                 ComplianceHotline / mysafeworkplace.com

 

Anyone who (1) reasonably believes that a report of aviolation would not be addressed by his/her supervisor; (2) fears repercussionsfrom his/her supervisor or other persons; or (3) wishes to remain anonymous,may report suspected or known prohibited conduct to the Company Compliance HotLine at 1-888-871-8701 Ext. 300, or to My Safe Workplace at 800-461-9330 or www.mysafeworkplace.com..

 

(c)                                  Companydirectors, officers and employees also have an affirmative obligation to reportany attempts by anyone to manipulate information or to fail to provide lessthan complete and accurate information in response to the reporting obligationsrequired by this Policy.

 

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**2.****                                      FurtherReporting.**

** **

If any supervisor receives an initial report fromanyone of any actual or suspected deviation from the Code, he/she will promptlydocument the pertinent facts and file a report with the Company’s GeneralCounsel, on the form attached as Exhibit “C”. Upon anyone’s receipt of anyreport (whether oral, written or in person) regarding an actual or suspecteddeviation from the Code, and regardless of the source of such report (directlyfrom the reporting person, from the supervisor, from the hotline, etc.) a copyof the report or a summary of the substance of the report shall be provided tothe Company’s General Counsel, who shall forward a copy to the Company’s ChiefExecutive Officer.

 

**3.**                                      Investigationand Resolution.

** **

The Company’s General Counsel shall be responsible forpromptly conducting an investigation of the alleged violation(s) andrecommending a resolution to the Company’s Chief Executive Officer.

 

**4.**                                      Records.

** **

Records of the initial report, subsequent reports, andfinal resolution of the matter shall be maintained by the Company’s GeneralCounsel.

 

**5.**                                      QuarterlyReporting to Company Board of Directors.

** **

The Company’s General Counsel shall report to theCompany’s Board of Directors, on a quarterly basis, any significant eventsrelated to the Code and any efforts, investigations or reporting conducted.

 

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**EXHIBIT A**

 

**Form ofConfirmation Letter Required by Metals USA, Inc.’s**

**Code ofConduct**

 

I have read and understand the Code of Conduct ofMetals USA, Inc. dated December 1, 2004 (the “Metals USA Code”).

 

To the best of my knowledge and belief, neither I norany member of my immediate family has any interest or connection, or engaged inany activity, that might contravene the terms of the Metals USA Code. Furthermore,I am not aware of any officer, director, or other employee subject to theMetals USA Code who has engaged in any activity that might contravene the termsof the Metals USA Code. The foregoing statements are true (check one box):

 

o            Withoutexception.

 

o            Exceptas reported in full detail on a separate sheet attached to this report letter.

 

 
|   |               |
|--------|--------------------|
|   | (Signature)        |
|   |               |
|   |               |
|   | (Printed Name)     |
|   |               |
|   | (Position)         |
|   |               |
|   |               | Building Products Group |
|   |               |   |
|   |               | Plates & Shapes |
|   |               |   |
|   |               | Flat Rolled Group |
|   |               |   |
|   |               | I Solutions |
|   |               |   |
|   |               | Corporate |
|   |               |
|   |               |
|   |               |
|   | (Facility Address) |
|   |               |
|   |               |
|   | (Date)             |

 

Mail directly to:

 

Metals USA, Inc.

Attn: General Counsel

One Riverway, Suite 1100

Houston, TX 77056

 

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**EXHIBIT B**

**ConfidentialInitial Report**

 

**POSSIBLE DEVIATION FROM CODE OF CONDUCT**

 

This form is to be used by an employee to directly report to****his/her supervisor, Human Resources Director, Metals USA,Inc.’s General Counsel, or Metals USA, Inc.’s Chief Financial Officer apossible deviation from the Company’s Code of Conduct. It should behand-delivered or mailed in a confidential envelope addressed by name to one ofthe above persons. In all cases where this report is delivered to****a supervisor, a copy should also be delivered by theemployee to Metals USA, Inc.’s General Counsel.

 

**Code ofConduct deviation reported**:  (Please supply as much information aspossible.)

 
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**Report made by**:

 
| Print Name: |   |
|-------------|--------|
| Title:      |   |   | Location/Department: |   |   |
|             |        |  |  |  |  |  |

 

**It is important that the recipient be able tofollow up with the person filing this report if more information is needed orsome elements of the report are unclear. Indicate the most convenient method tocontact you:**

 
| Work phone and extension: |   |
|---------------------------|--------|
| Home Phone:               |   |
| Other:                    |   |
|                           |        |  |  |

 

(All information in this report will be kept in strictest confidenceand the name of the person making the report will not be disclosed to personsother than those responsible for administering the Code of Conduct.)

 
| Signature of Reporter:                                                                                  |   |   | Date: |   |
|---------------------------------------------------------------------------------------------------------|--------|--------|-------|--------|
| Date  received by Metals USA, Inc.’s Human Resources Director, General Counsel or  Chief Financial |
| Officer:                                                                                                |   |   |
|                                                                                                         |        |        |       |        |  |  |

 

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**EXHIBIT C**

 

**CONFIDENTIALREPORT OF**

**SUPERVISOROR OTHER RECIPIENT OF INITIAL REPORT**

 

Each report of a potential deviation from the Code of Conduct made to****a Supervisor by an employee is to be documented as soon asthe issue is reported, recording any advice given to the employee. This Reportis then to be forwarded in a confidential envelope to Metals USA, Inc.’sGeneral Counsel.

 

Reported Deviationfrom Code of Conduct:

 
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| Report made by: |   |   | Title: |   |
|-----------------|--------|--------|--------|--------|

 

 
| Advice or  response given (if any) |   |
|------------------------------------|--------|
|                               |
|                               |
|                               |
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|                               |

 

Supervisor/Other Person completing report:

 
| Print Name:                                               |   |   |      |
|-----------------------------------------------------------|--------|--------|-----------|
| Title:                                                    |   |   |      |
| Date Report Completed:                                    |   |   |      |
| Signature:                                                |   |   |      |
| Date Received by Metals USA, Inc.’s General Counsel: |   |   | Initials: |   |
|                                                           |        |        |           |  |  |  |  |  |  |

 

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