Issuer Delisting; Notice of Application of Schuff International, Inc. To Withdraw Its Common Stock, $.001 par Value, From Listing and Registration on the American Stock Exchange LLC

On November 18, 2004, Schuff International, Inc., a Delaware corporation (“Issuer”) filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw its common stock, $.001 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

The independent members of the Board of Directors (“Board”) of the Issuer unanimously approved a resolution on November 11, 2004 to withdraw the Issuer's Security from listing on the Amex. The Board states that it made its determination to withdraw the Security based on the following reasons: (i) To substantially reduce or eliminate the significant legal, audit, and printing costs associated with filing periodic reports with the Commission, including, in particular, the anticipated increase in costs due to compliance with the Sarbanes-Oxley Act of 2002; (ii) based on information received from the Issuer's transfer agent, there are approximately 126 shareholders of record, which is substantially below the 300 Shareholders of record threshold; and (iii) anticipated reduction in administrative costs and other savings associated with deregistration are in the best interest of the Issuer. The Issuer states that it intends to quote its Security on the Pink Sheets.

The Issuer stated in its application that it has complied with all the applicable laws in effect in Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer'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 shall not affect its obligation to be registered under Section 12(g) of the Act.

Any interested person may, on or before December 28, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-14763 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-14763. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( http://www.sec.gov/rules/delist.shtml ). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.