Item 1.01 Other Events.

On January 12, 2005, Schuff International, Inc. (the “Company”) announced that it received the requisite consent of its noteholders in connection with its Consent Solicitation, begun on December 8, 2004, which relates to a certain proposed amendment to the Indenture pursuant to which its 10 1/2% Senior Notes due 2008 were issued. The terms of the Consent Solicitation provide that the Consent Solicitation expires on the earlier of the date on which the requisite consents are received or the specified expiration date. Consequently, the Consent Solicitation expired at 5:00 p.m., New York City time, January 12, 2005. Only those consents that were received prior to this date and time will receive the consent fee.

A copy of the press release regarding receipt of the requisite consent by the Company is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

     Not applicable.

(b) Pro Forma Financial Information.

     Not applicable.

(c) Exhibits.

     99.1. Press Release dated January 12, 2005.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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