Table of Contents

Item 1.01 Other Events.

On January 5, 2005, Schuff International, Inc. (the “Company”) received an order (“Order”) from the Securities Exchange Commission (“Commission”) granting its application, pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw its common stock, $0.001 par value (“Security”), from listing and registration on the American Stock Exchange (the “Amex”). The Commission, having reviewed the facts that the Company possesses fewer than 300 shareholders of record and that the Company anticipates significant cost savings as a result of delisting, concluded that the Company’s withdrawal from Amex was in the public interest and granted the Order, effective January 6, 2005.

The Company’s application relates solely to the withdrawal of the Security from listing on the Amex and from registration under Section 12(b) of the Act, and will not affect its obligation to be registered under Section 12(g). The Company will continue to file periodic reports pursuant to Section 12(g) unless and until the Commission suspends this obligation and the Company receives the requisite consent of holders of the 101/2% Senior Notes due 2008, pursuant to its consent solicitation commenced on December 8, 2004 and expiring January 7, 2005.

A copy of the press release regarding the Order 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 6, 2005.