Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Henry Kenneth L
  2. Issuer Name and Ticker or Trading Symbol
JORGENSEN EARLE M CO /DE/ [JOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. Vice President
(Last)
(First)
(Middle)
C/O EARLE M. JORGENSEN COMPANY, 10650 ALAMEDA STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2005
(Street)

LYNWOOD, CA 90262
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/20/2005   J(1)(2)   11,557 A (1) (2) 11,557 D  
Common Stock 04/20/2005   J(1)(2)   117,728 A (1) (2) 117,728 (1) (2) I (1) (2) By Stock Bonus Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 1.8933 04/20/2005   J(1)(2)     44,103 04/20/2005 07/31/2007 Common Stock 44,103 (1) (2) 44,103 D  
Stock Option (right to buy) $ 4.3818 04/20/2005   J(1)(2)     44,103 04/20/2005 07/31/2008 Common Stock 44,103 (1) (2) 44,103 D  
Stock Option (right to buy) $ 3.1234 04/20/2005   J(1)(2)     17,641 04/20/2005 07/31/2009 Common Stock 17,641 (1) (2) 17,641 D  
Stock Option (right to buy) $ 4.1438 04/20/2005   J(1)(2)     26,462 04/20/2005 07/31/2010 Common Stock 26,462 (1) (2) 26,462 D  
Stock Option (right to buy) $ 4.6256 04/20/2005   J(1)(2)     17,641 04/20/2005 07/31/2011 Common Stock 17,641 (1) (2) 17,641 D  
Stock Option (right to buy) $ 4.4102 04/20/2005   J(1)(2)     17,641 04/20/2005 07/31/2012 Common Stock 17,641 (1) (2) 17,641 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Henry Kenneth L
C/O EARLE M. JORGENSEN COMPANY
10650 ALAMEDA STREET
LYNWOOD, CA 90262
      Exec. Vice President  

Signatures

 /s/ William S. Johnson, as Attorney-in-Fact   04/20/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Prior to the transaction reported on this form, Mr. Henry owned (i) 5,101 shares of the common stock of Earle M. Jorgensen Holding Company, Inc. (the "Holding Common Stock"), (ii) 31,671 shares of Holding Common Stock, 307 shares of Holding's series B preferred stock ("Holding Series B Preferred Stock") and 1,706 shares of Holding's 13% Cumulative Preferred Stock ("Holding Series A Preferred Stock") allocated to Mr. Henry's stock bonus plan account, (iii) 13,899 shares of Holding Common Stock and 547 shares of Holding Series A Preferred Stock held by Mr. Henry in his directed account under the stock bonus plan, (iv) 156 shares of Holding Series A Preferred Stock, and (v) fully vested options exercisable for 167,591 shares of Holding Common Stock. Pursuant to a merger and financial restructuring that is exempt under Rule 16b-7, among other things, (Continued in Footnote 2)
(2) (a) each share of Holding Common Stock was exchanged for one share of the Issuer's common stock, (b) each share of Holding Series A Preferred Stock was exchanged for $403.75 in cash and 41.29 shares of the Issuer's common stock, without giving effect to the holdback of shares in respect of the underwriters' over-allotment option, (c) each share of Holding Series B Preferred Stock was exchanged for $494.38 in cash and 50.56 shares of the Issuer's common stock, without giving effect to the holdback of shares in respect of the underwriters' over-allotment option, and (d) each stock option that had been exercisable for shares of Holding Common Stock became exercisable for an equal number of shares of the Issuer's common stock at the same exercise prices and on the same terms and conditions as provided in the Holding stock option agreements and stock option plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.