SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June~~July 3023, 2009

Stamford Industrial Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-25781	41-1844584
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Landmark Square, 21st Floor, Stamford Connecticut	06901
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (203) 428-2200

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.~~04.~~05 ~~Triggering~~- ~~Events~~Costs ~~That~~Associated ~~Accelerate~~with orExit ~~Increase a Direct Financial Obligation~~ or anDisposal ~~Obligation under an Off-Balance Sheet Arrangement~~Activities.

~~As previously disclosed,~~ Concord Steel, Inc. (“Concord”), a ~~the Registrant’s~~ wholly- owned subsidiary, ~~is the borrower under a senior secured credit agreement~~of Stamford ~~(the~~Industrial ~~“Credit Agreement”) with Bank of America~~Group, NInc.A. (~~successor to LaSalle Bank National Association), as administrative agent (~~the “~~Administrative Agent~~Company”) ~~and the~~determined ~~other~~that ~~lenders~~it ~~party~~will ~~thereto (collectively with the Administrative~~permanently ~~Agent, the~~reduce ~~“Lenders”),~~its ~~dated~~workforce ~~October 3, 2006, and amended pursuant to the First Amendment Agreement and Second Amendment Agreement, dated December 31, 2007 and March 13, 2008, respectively. The Credit Agreement is guaranteed~~ by ~~the~~93 ~~Registrant~~employees ~~and~~through ~~each~~closing ofits ~~the subsidiaries of Concord (the “Subsidiaries”) and secured by substantially all of the assets of the Registrant~~Essington, ~~Concord and the Subsidiaries. The Credit Agreement~~Pennsylvania ~~established~~manufacturing a commitment by the Lenders to provide up to $40.0 million in the aggregate of loans and other financial accommodations consisting of (i) a five-year senior secured term loan in an aggregate principal amount of $28.0 million (the “Term Loan”), (ii) a five-year senior secured revolving credit facility ~~in the aggregate principal amount of up to $10.0 million~~ (~~the~~ “~~Revolver Facility~~Essington”), and ~~(iii)~~extending aprevious ~~five-year~~temporary ~~senior~~layoffs ~~secured capital expenditure facility in~~at the aggregate principal amount of up to $2.0 million (the “Capex Facility”). As of the date hereof, the balance due under the Credit Agreement is $18.0 million, consisting of $18.0 million due under the Term Loan. No borrowings are outstanding under the Revolver Facility or the Capex Facility (which expired in accordance with its ~~terms~~other ~~on March 3, 2007)~~plants.

~~The~~Concord ~~Registrant~~continues ~~has~~to ~~previously disclosed that it expects that it may~~ be inadversely ~~violation of~~affected ~~one~~by ~~or more of~~ the ~~financial~~steep ~~covenants~~drop ~~under~~off ~~the~~in ~~Credit~~purchasing ~~Agreement~~for ~~as of~~ the ~~end~~global ofinfrastructure, ~~the quarter ended June 30~~construction, ~~2009~~and ~~due~~residential tomarkets ~~the effect on its financial condition~~ as a result of ~~continuing~~the global ~~adverse~~financial ~~economic conditions~~crisis. AsAlthough Concord ~~a result, the Registrant~~ has been ~~engaged~~taking broad-based incost ~~discussions~~cutting ~~with~~measures ~~the~~during ~~Lenders with~~ the ~~objective~~ ofpast ~~modifying~~twelve ~~the~~months, ~~Credit~~some ~~Agreement in order to address the~~of ~~violations and~~ Concord’s ~~ability~~customers tohave ~~comply~~recently ~~with the~~and ~~Credit~~unexpectedly ~~Agreement~~announced onclosing anor ~~ongoing~~suspending ~~basis,~~operations ~~but~~at ~~has~~their ~~not~~fabrication ~~yet~~facilities. ~~been~~As ~~able to negotiate~~ a ~~satisfactory modification~~result toof the ~~Credit Agreement. Pending the resolution of its~~recent ~~dialogue~~and ~~with~~unexpected ~~the~~business ~~Lenders~~reductions, ~~the~~Concord ~~Registrant~~expects ~~has elected not~~ to ~~make~~close aoperations ~~required~~at ~~scheduled~~Essington ~~payment~~by onAugust ~~June 30~~15, 2009 toand ~~the Lenders in an amount equal~~ to ~~$1.0 million,~~further ~~representing~~reduce anits ~~amortized~~work ~~payment~~force oflevels ~~principal together with interest~~and ~~due,~~extend ~~even~~previous ~~though~~temporary itlayoffs ~~has~~at ~~sufficient~~its ~~cash to make such payment. Moreover~~Warren, ~~the Registrant~~Ohio ~~now~~and ~~believes~~Chicago ~~that it is in violation of one or more of the financial covenants under the Credit Agreement~~Heights, ~~including its covenant relating to its~~ ~~consolidated~~Illinois ~~leverage~~manufacturing ~~ratio and consolidated fixed charge ratio~~facilities. ~~These actions and conditions constitute events of default under the Credit Agreement.~~

~~Upon the~~In ~~occurrence and during the continuation of an event of default under the Credit Agreement~~addition, the ~~Administrative~~Company ~~Agent,~~intends ~~with the consent of the Lenders, could, without limitation, take the following actions: (i) terminate all of the commitments~~ to ~~loan~~relocate ~~money~~its ~~or issue letters of credit to Concord under the Credit Agreement~~Stamford, ~~(ii)~~Connecticut ~~declare all amounts due under the Credit Agreement immediately~~corporate ~~due~~headquarters ~~and payable, (iii) increase the rate of interest on the outstanding loans~~ by ~~two~~ ~~percent per annum, and/or (iv) exercise all of its rights and remedies under~~ the ~~Credit~~end ~~Agreement and related security documents and applicable law, including any rights to seize substantially all~~ of ~~the~~August ~~Registrant’s~~2009, ~~Concord’s and~~in ~~the~~efforts ~~Subsidiaries’ assets, each of which could adversely affect the Registrant’s ability~~ to continue to ~~operate~~attempt as a going concern. The Lenders have, however, informed the Registrant that, while they will not make any further loans under the Credit Agreement until the defaults are cured, they are not currently planning to ~~declare the loans under the Credit Agreement due~~ ~~and~~reduce ~~payable~~its ~~subject~~fixed tocost ~~continuing discussions~~structure.

IfIt ~~an amendment to the Credit Agreement~~ is ~~entered into, the Registrant expects to~~ ~~incur~~expected upfront fees and higher interest costs as a result of any such amendment. An amendment could also involve other changes to the Credit Agreement not directly related to changing the relevant financial covenants that ~~could restrict~~ the ~~Registrant’s~~actions ~~operations,~~listed ~~including~~above the Registrant’s ability to consummate acquisitions. While the Registrant expects to continue negotiations with the Lenders regarding modifications to the Credit Agreement, the Registrant cannot make any assurances that the Lenders will ~~continue~~ toresult ~~forbear~~in ~~from~~recording exercising their rights under the Credit Agreement, that the Registrant has or can raise sufficient funds to repay all of the outstanding amounts under the Credit Agreement, that it will be able to successfully enter into an ~~amendment of the Credit Agreement or that it will be~~estimated ~~able~~pre-tax tonon-cash ~~otherwise~~charge ~~resolve~~for ~~outstanding~~fixed ~~matters~~asset ~~with~~impairments ~~the Lenders~~ in ~~a manner satisfactory to~~ the ~~Registrant. Any~~quarter ~~such~~ended ~~failure to enter into an~~June ~~amendment to the Credit Agreement on terms satisfactory to the Registrant would have a material adverse effect on the Registrant’s business~~30, ~~financial~~2009 ~~condition and results~~ of ~~operations~~approximately ~~and~~$3.0 ~~could~~million be(excluding ~~expected~~lease tocancellation ~~have~~charges, ~~a material adverse~~if ~~effect on the market price of the Registrant’s common stock~~any).

~~As a~~The ~~result~~Company ofdoes not expect the ~~conditions~~Essington ~~described~~closing ~~herein,~~or the ~~Registrant~~extension isof ~~performing~~temporary anwork ~~analysis~~force ofreductions ~~its intangible and other non-current assets~~ to ~~determine~~affect Concord’s ifability ~~they are~~to ~~impaired~~continue ~~and~~to ~~should~~serve beits ~~written~~customers ~~down. The Registrant is also assessing the need~~ for acounterweights ~~valuation~~and ~~allowance~~weldment ~~for~~products from its ~~deferred~~manufacturing ~~tax~~facilities ~~assets. These actions~~located ~~may~~in ~~have~~Chicago aHeights, ~~material~~Illinois ~~adverse~~and ~~effect on the financial condition of the~~Warren, ~~Registrant or the market price of the Registrant’s common stock~~Ohio.

Item 2.06 – Material Impairments.

The information described in Item 2.05 of this Current Report on Form 8-K is incorporated herein by reference.

As previously disclosed, the recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s future profitability which are inherently uncertain. Deferred tax assets are reduced by a valuation allowance when, on a given date and in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company has updated its assessment of the realizability of its deferred tax assets in connection with, among other things, Concord’s steep drop off in sales, continued poor economic conditions, the Company’s previously disclosed violations of its senior secured credit facility as of June 30, 2009, ongoing discussions with its senior secured lenders, recent events and related concerns of whether it will be able to continue as a going concern. Based on management’s assessment of these factors and its current belief that the Company will not likely realize sufficient taxable income in future years to utilize its deferred tax assets, the Company will record a full valuation allowance against its deferred tax assets in the quarter ended June 30, 2009.

As a result, the Company will record an estimated non-cash tax charge for the deferred tax asset valuation allowance of approximately $41.5 million in the quarter ended June 30, 2009.

Item 8.01 – Other Events.

The information described in Item 2.05 and 2.06 of this Current Report on Form 8-K is incorporated herein by reference.

Forward-looking Statements

This Current Report on Form 8-K includes “forward-looking statements'' within the meaning of the Private Securities Litigation Reform Act of 1995. The Registrant may use words such as "anticipates," "believes," "plans," "expects," "intends," "future," and similar expressions to identify forward-looking statements. These forward-looking and other statements, which are not historical facts, are based largely upon our current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. These risks and uncertainties include, among others, our inability to secure necessary financing, any inability to satisfactorily cure existing defaults under our credit agreement and continue to comply with the financial covenants and other obligations under our credit agreement or otherwise continue to operate as a going concern, our ability to implement our acquisition growth strategy and integrate and successfully manage any businesses that we acquire, our ability to continue to grow revenues in our operating divisions, our ability to use our net operating loss carry forward, changes in ~~the~~ ~~Registrant’s~~ our relationship with customers, further changes in the demand for counterweights or the growth of the ~~construction~~ construction industry, changes in our relationship with our unionized employees, the current economic downturn and its effect on the credit and capital markets as well as the industries and customers that use our products, ~~declines~~ further declines in the business of our customers, the loss of major customers, reductions to our deferred tax assets or recognition of such assets, the price of steel, and other factors described in the “Risk Factors” section of the Registrant’s filings with the Securities and Exchange Commission, including the Registrant’s latest annual report on Form 10-K and most recently filed Forms 8-K and 10-Q, which may be obtained at our web site at www.stamfordig.com or the Securities and Exchange Commission’s web site at www.sec.gov.

SIGNATURES

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.

STAMFORD INDUSTRIAL GROUP, INC.

By:	/ s/ Jonathan LaBarre
	Jonathan LaBarre
	Chief Financial Officer, Treasurer and Secretary
Dated: July 1, 2009

By: /s/ Jonathan LaBarre Jonathan LaBarre Chief Financial Officer, Treasurer and Secretary

Dated: July 23, 2009

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