September 29, 2004

Mr. Michael R. Hill
Schuff International, Inc.
1841 W. Buchanan Street
Phoenix, Arizona 85009

RE:  	Form 8-K Item 4 filed September 15, 2004
	File # 001-14763

Dear Mr. Hill:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone number listed at
the end of this letter.

1. We note that management had a disagreement with Deloitte that
resulted in a significant audit adjustment for the quarter ended
September 30, 2003.  Tell us of the nature and terms of the
significant construction contract and why you believe the accounting
adjustment to reduce revenues by $1.25 million is appropriate.  Please
discuss the accounting authoritative literature that supports your
accounting.

2. We read that you plan to engage McGladrey & Pullen, LLP
("McGladrey") as your new independent accountant, subject to
completion of McGladrey`s customary client acceptance procedures.
Once those acceptance procedures are finalized and you have engaged
McGladrey, file an Item 4.01 Form 8-K to provide the disclosures
required by Item 304(a)(2) of Regulation S-K.

3. Supplementally confirm to us that you have not consulted with
McGladrey, through the date of your response to us, regarding 1) the
application of accounting principles to a specified transaction,
either completed or proposed, 2) the type of audit opinion that might
be rendered on your financial statements, or 3) the matter of your
disagreement with Deloitte.  If you have consulted with McGladrey
concerning the matter of your disagreement with Deloitte,
supplementally provide us with the disclosures required by Item
304(a)(2)(ii) of Regulation S-K, and file an Item 4.01 Form 8-K to
provide this information once you have formally engaged McGladrey.


*****

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.
1.
2. Please file your supplemental response via EDGAR in response to
these comments within 5 business days of the date of this letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies of
each amended filing to expedite our review.  Direct any questions
regarding the above to the undersigned at (202) 824-5259.


Sincerely,




Jennifer Thompson
Staff Accountant
Mr. Hill
September 29, 2004
Page 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE