~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~PURSUANT ~~REPORT~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFDecember 20, ~~1934~~2004

~~Date~~SCHUFF ~~of Report (Date of earliest event reported): April 29~~INTERNATIONAL, ~~2004~~INC.

~~SCHUFF~~(Exact ~~INTERNATIONAL,~~name ~~INC.~~of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-22715	86-1033353
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	000-22715	86-1033353
1841 W. Buchanan Street, Phoenix, AZ	85007
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip code)

1841 W. Buchanan Street, Phoenix, AZ		85009
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (602) 252-7787

~~Registrant’s~~Not ~~telephone number, including area code (602) 252-7787~~applicable.

~~Not~~(Former ~~applicable~~name or former address, if changed since last report.)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report.)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~TABLE~~¨ OFWritten ~~CONTENTS~~communications pursuant to Rule 425 under the Securities Act. ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act. ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

	Item 5. Other Events
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURE
EX-99.1

Item 1.01 Other Events.

~~Table~~ On December 20, 2004, Schuff International, Inc. (the “Company”) announced that it has extended the consent solicitation (the “Consent Solicitation”) relating to a certain proposed amendment (the “Proposed Amendment”) to the Indenture pursuant to which its 101/2% Senior Notes due 2008 (the “Notes”) were issued. Schuff has extended the expiration date until 5:00 p.m., New York City time on December 21, 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 ~~Contents~~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 59.01. ~~Other~~Financial ~~Events~~Statements and Exhibits.

~~On April 29, 2004, Schuff International, Inc.~~ (~~the “Company”~~a) Financial ~~announced that~~Statements ~~its board~~ of ~~directors~~Businesses ~~was advised that David A~~Acquired. ~~Schuff, Chairman of the~~ ~~Board, and Scott A. Schuff, President and Chief Executive Officer of the~~ ~~Company intend to commence a tender offer to purchase all of the outstanding~~ ~~common stock of the Company. A special committee of the company’s Board of Directors comprised of independent directors has been formed to evaluate the proposal.~~

~~The~~Not ~~proposed offer may be completed only in accordance with~~ applicable ~~state and federal laws including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended~~. ~~A tender offer for the~~ ~~outstanding shares of Schuff International, Inc. common stock has not yet~~ ~~commenced. If a tender offer commences, each security holder of Schuff~~ International, Inc. should read the tender offer statement when it becomes available because it will contain important information about the tender offer. Once a filing is made, security holders of Schuff International, Inc. can obtain the tender offer statement and other documents that are filed with the Securities and Exchange Commission for free on the Securities and Exchange Commission’s web site at http://www.sec.gov.

~~A copy of the press release announcing the signing of the Purchase Agreement is filed herewith as Exhibit~~(b) ~~99.1~~Pro ~~and~~Forma isFinancial ~~hereby incorporated by reference into this Item 5~~Information.

~~Item~~ Not 7applicable. ~~Financial Statements, Pro Forma Financial Information and Exhibits~~

Exhibit Number		Description
99.1		Press Release dated April 29, 2004

99.1. Press Release dated December 20, 2004.

~~-2-~~SIGNATURE

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

SIGNATURE


	SCHUFF INTERNATIONAL, INC.
Date: December 20, 2004	/s/ Michael R. Hill
	Michael R. Hill
	Vice President and Chief Financial Officer

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.

		SCHUFF INTERNATIONAL, INC.
Date: April 29, 2004		/s/ Scott D. Sherman
		Scott D. Sherman
		Vice President and General Counsel

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