8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

AMENDMENT NO. 1

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 19, 2005

SCHNITZER STEEL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

OREGON (State or other jurisdiction of incorporation)	0-22496 (Commission File Number)		93-0341923 (IRS Employer Identification No.)
3200 N.W. Yeon Ave.
P.O. Box 10047
Portland, OR		97296-0047
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code:(503) 224-9900

NO CHANGE

(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 (see General Instruction A.2. below):

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 1.01. Entry into a Material Definitive Agreement.

On July 18, 2005, Schnitzer Steel Industries, Inc. (the “Company”) entered into an agreement regarding initial compensation (the “Agreement”) with John D. Carter, the Company’s President and Chief Executive Officer. Under the Agreement, Mr. Carter will receive for his first year of employment a base salary of $600,000 and a target bonus of $400,000, which target bonus may be lowered or raised in the sole discretion of the Compensation Committee of the Board of Directors (the “Board”). Mr. Carter’s base salary and bonus opportunities for future periods shall be as determined by the Compensation Committee of the Board. The Agreement provides that Mr. Carter shall be entitled to the Company’s employee benefit plans, insurance, executive medical coverage, sick leave, holidays, an auto allowance and such other benefits as the Company may from time to time provide to its most senior officers, except that Mr. Carter shall not be a participant in Company’s Supplemental Executive Retirement Bonus Plan (“SERBP”). The Agreement further provides that should Mr. Carter’s employment continue beyond June 1, 2006, he would become eligible for retirement benefits, including the SERBP, subject to the review and approval of the Board’s Compensation Committee regarding the terms and conditions of such benefits. The Agreement also makes reference to certain stock options that were granted to Mr. Carter on July 6, 2005, by the Board’s Compensation Committee. In addition, the Agreement confirms that Mr. Carter serves as President and Chief Executive Officer of the Company at the pleasure of the Board, and that his employment is at will and may be terminated at any time, for any reason or no reason, upon notice by either the Company or Mr. Carter. A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 20, 2005, the Company filed a Current Report on Form 8−K (the "Report") to report the election of Mr. Carter as President and Chief Executive Officer and as a member of the Board of Directors of the Company on May 19, 2005. Item 5.02 of the Report is incorporated herein by reference. At the time of filing the Report the Company had not entered into an agreement with Mr. Carter and the terms and conditions of his compensation had not been set. The Company is filing this Amendment No. 1 to the Report to amend Item 5.02 to provide a brief description of the material terms and conditions of the Agreement for Mr. Carter, in accordance with instruction 2 to Item 5.02 of Form 8-K. The brief description of the Agreement is set forth in Item 1.01 above.

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Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

10.1 Letter Agreement regarding initial compensation terms, dated July 18, 2005, between John D. Carter and Schnitzer Steel Industries, Inc.

99.1* Press Release of Schnitzer Steel Industries, Inc. issued on May 19, 2005.

99.2* Letter of Robert W. Philip dated May 18, 2005.

___________________

* Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed May 20, 2005.

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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.

	SCHNITZER STEEL INDUSTRIES, INC.
	(Registrant)
Date: July 20, 2005	By:	/s/ Kelly E. Lang
		Kelly E. Lang
		Acting Chief Financial Officer

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Exhibit Index

Exhibit No.Description

10.1 Letter Agreement regarding initial compensation terms, dated July 18, 2005, between John D. Carter and Schnitzer Steel Industries, Inc.

99.1* Press Release of Schnitzer Steel Industries, Inc. issued on May 19, 2005.

99.2* Letter of Robert W. Philip dated May 18, 2005.

___________________

* Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed May 20, 2005.

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EX-99.1

July 18, 2005

Mr. John D. Carter

Schnitzer Steel Industries, Inc.

3200 NW Yeon Avenue

Portland, Oregon 97296-0047

Re:Initial Compensation Terms

Dear John:

On May 19, 2005, you were elected President and Chief Executive Officer of Schnitzer Steel Industries, Inc. (“SSI”). The purpose of this letter is to set forth our agreement regarding your initial compensation. As payment in full for services rendered to SSI, you shall be entitled to receive from SSI the following initial compensation:

1.Base Salary. SSI shall pay you a base salary for the initial one-year period of your employment at the rate of $600,000 per year (“Salary”). Salary shall be payable in installments on regular SSI paydays, subject to withholding for taxes and other proper deductions. Salary for any partial period of employment shall be prorated. Your base salary for future periods shall be subject to adjustment by the Compensation Committee.

2.Discretionary Cash Bonus. Your target cash bonus for the first one-year period of your employment shall be $400,000. The actual amount of your bonus shall be determined by the Compensation Committee in its sole discretion based on its judgment regarding your performance during the period, and may be more or less than the target amount. This initial bonus shall be payable to you no later than June 30, 2006, subject to withholding for taxes and other proper deductions. During the initial one-year period of your employment covered by this discretionary cash bonus, you shall not participate in SSI’s Economic Value Added (“EVA”) Bonus Plan. Future cash bonus opportunities shall be as determined by the Compensation Committee.

3.Initial Option Grants. On July 6, 2005, the Compensation Committee granted you the following two stock options:

(a)Option to purchase 18,500 shares of SSI Class A Common Stock for $25.11 per share with a ten year term from the date of grant and which shall become exercisable in full on May 19, 2006. All other terms of the option are as set forth in SSI’s standard form of employee stock option agreement.

(b)Option to purchase 73,500 shares of SSI Class A Common Stock for $25.11 per share with a ten year term from the date of grant and which shall become exercisable for 20% of the shares on each of the first five anniversaries of June 1, 2005.

All other terms of the option are as set forth in SSI’s standard form of employee stock option agreement.

The Compensation Committee does not intend to grant additional stock options to you until June 2006 at the earliest, and the amount and terms of any such stock options shall be in the discretion of the Compensation Committee.

4.Fringe Benefits. You shall be entitled to SSI’s employee benefit plans, insurance, executive medical coverage, sick leave, holidays, auto allowance and such other benefits as SSI from time to time may generally provide to its most senior officers, except that you shall not be a participant in SSI’s Supplemental Executive Retirement Bonus Plan (“SERBP”). Should your employment continue beyond June 1, 2006, you will also become eligible for retirement benefits, including the SERBP, subject to the Compensation Committee’s review and approval regarding the terms and conditions of such benefits.

-This will also confirm that you serve as President and Chief Executive Officer of SSI at the pleasure of the Board of Directors, and that your employment is at will and may be terminated at any time, for any reason or no reason, upon notice by either SSI or you.

Please sign in the space indicated below to indicate your agreement with the above terms.

Very truly yours,
SCHNITZER STEEL INDUSTRIES, INC.
By:	/s/   Ralph R. Shaw
	Ralph R. Shaw
	Chairman of the Compensation Committee

ACCEPTED AND AGREED TO:

/s/  John D. Carter

John D. Carter