On December 28, 2004, Schuff International, Inc. (the “Company”) announced that it has extended, for a third time, the consent solicitation (the “Consent Solicitation”) relating to a certain proposed amendment (the “Proposed Amendment”) to the Indenture pursuant to which its 10 1/2% Senior Notes due 2008 (the “Notes”) were issued. Schuff has extended the expiration date until 5:00 p.m., New York City time on January 7, 2005, unless the Consent Solicitation is further extended or earlier terminated if the requisite consent is obtained before the expiration date.

Additionally, Schuff has increased the consent fee, offered to all holders of record whose consent is received prior to the expiration date, from $0.25 per $100 principal amount of Notes owned by the consenting holder as of the record date to $0.50 per $100. Except as otherwise described above, all terms and conditions of the Consent Solicitation remain unchanged. A copy of the press release regarding the extension of the expiration date for the Consent Solicitation and the increased Consent Fee 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 December 28, 2004.

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.