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                                                                   EXHIBIT 10.02


                     AMENDMENT NO. THREE TO CREDIT AGREEMENT



        This Amendment No. Three to Credit Agreement (this "Amendment") dated as
of _______________, 1998, is entered into between Reliance Steel & Aluminum Co.
("Borrower") and Bank of America National Trust and Savings Association
("Bank").

                                    RECITALS

        A. The Bank and Borrower are parties to a certain Credit Agreement dated
as of October 22, 1997, as modified by amendments dated April 16, 1998, and
September 8, 1998 (as amended, the "Agreement").

        B. The Bank and Borrower desire to amend the Agreement for the purpose
of deleting (i) the restriction in Section 7.2 of the Agreement on incurring
unsecured Indebtedness, (ii) a component of one of the limitations on making
Acquisitions in Section 7.8 of the Agreement, and (iii) the restriction on
making Distributions in Section 7.9 of the Agreement.

                                    AGREEMENT

        1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meanings given to them in the Agreement.

        2. Amendments. The Agreement is hereby amended as follows:

               2.1 Section 7.2 of the Agreement is amended in full to read as
follows:

                "7.2 Intentionally deleted."

               2.2 Section 7.8 of the Agreement is amended by deleting the words
"and the sum of the Borrower's and its Subsidiaries' Cash plus the amount by
which the `combined Commitments' under and as defined in the Syndicated Credit
Agreement exceeds the `Outstanding Obligations' (excluding `Swing Line
Outstandings') under and as defined in the Syndicated Credit Agreement would be
at least $25,000,000."

               2.3 Section 7.9 of the Agreement is amended in full to read as
follows:

                "7.9 Intentionally deleted."

               2.4 Schedule 5.16 attached to the Agreement is amended to read as
set forth on Schedule 5.16 attached hereto.

        3. Representations and Warranties. Borrower represents and warrants to
the Bank that: (a) there is no event which is, or with notice or lapse of time
or both would be, a default under the Agreement, (b) the representations and
warranties in the Agreement are true as of the date of this Amendment as if made
on the date of this Amendment, except with respect to Schedule 5.16, a revised
copy of which is attached to this Amendment, (c) this Amendment is within
Borrower's powers, has been duly authorized, and does not conflict with any of


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Borrower's organizational papers, and (d) this Amendment does not conflict with
any law, agreement, or obligation by which Borrower is bound.

        4. Conditions. This Amendment will be effective when the Bank receives
the following items, in form and content acceptable to the Bank:

               4.1 A duly executed counterpart of this Amendment signed by
Borrower and the Bank.

        5. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.

        6. Counterparts. This Amendment may be executed in as many counterparts
as necessary or convenient, and by the different parties on separate
counterparts each of which, when so executed, shall be deemed an original but
all such counterparts shall constitute but one and the same agreement.

        This Amendment is executed as of the date first above written.

                              RELIANCE STEEL & ALUMINUM CO., a
                              California corporation


                              By:________________________________

                              Title:_______________________________


                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION


                              By:________________________________
                                     Paul F. Sutherlen
                              Title: Vice President


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