On December 21, 2004, Schuff International, Inc. (the “Company”) announced that it has further extended the consent solicitation (the “Consent Solicitation”) relating to a certain proposed amendment (the “Proposed Amendment”) to the Indenture pursuant to which its 10½% Senior Notes due 2008 (the “Notes”) were issued. Schuff has extended the expiration date until 5:00 p.m., New York City time on December 28, 2004, unless the Consent Solicitation is further extended or earlier terminated if the requisite consent is obtained before the expiration date. 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 is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     (b) Pro Forma Financial Information.

     (c) Exhibits.

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.