Item 1.01. Entry Into a Material Definitive Agreement

On September 27, 2008, Maoming Hengda Steel Group Limited (the "Maoming Hengda"), a subsidiary owned in majority and controlled by the General Steel Holdings, Inc. (the "Registrant"), entered into a Debt Waive Agreement (the "Debt Waive Agreement") with Guangzhou Hengda Industrial Group Limited (the "Guangzhou Hengda"), pursuant to which Guangzhou Hengda agreed to waive the RMB 50 million Yuan of the total RMB 220,756,777Yuan debt that Maoming Hengda owes to Guangzhou Hengda. The waive of debt is irrevocable and Maoming Hengda shall have no obligation to repay any principal or interest of the aforesaid debt.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 of this Report is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is filed as part of this report:

99.1 Debt Waive Agreement, dated September 27, 2008, by and between the Maoming Hengda and Guangzhou Hengda.

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