8-K

UNITED STATES

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): November 1, 2004

Q.E.P. CO., INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-21161	13-2983807
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1081 Holland Drive

Boca Raton, Florida 33487

(Address of Principal Executive Offices; Zip Code)

561-994-5550

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 8.01 Other Events

On November 1, 2004, Q.E.P. Co., Inc. (the “Company”) acquired the assets of Roberts Mexicana, S.A. de C.V. (“Roberts Mexicana”), a Mexican manufacturer and distributor of flooring and specialty tools to wholesale and retail markets.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1     Press Release of Q.E.P. Co., Inc. dated November 3, 2004.

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.

	Q.E.P. Co., Inc.
Date: November 4, 2004	By:	/s/ Marc Applebaum
	Name:	Marc Applebaum
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.l	Press Release of Q.E.P. Co., Inc., dated November 3, 2004

EX-99.1

Press Release Source: Q.E.P. Co., Inc.

Exhibit 99.1

Q.E.P. Co., Inc., Announces Acquisition of Mexican Flooring and Specialty Tools Manufacturer

Wednesday November 3, 9:50 am ET

BOCA RATON, Fla.—(BUSINESS WIRE)—Nov. 3, 2004—Q.E.P. Co., Inc. (Nasdaq:QEPC - News), today announced that it has acquired the assets of Roberts Mexicana, S.A. de C.V. (“Roberts Mexicana”), a Mexican manufacturer and distributor of flooring and specialty tools to wholesale and retail markets. Last year, Roberts Mexicana had sales of approximately $1 million. Roberts Mexicana was a licensee of the Roberts brand name in Mexico. This acquisition will allow Q.E.P. Co., Inc. to expand the distribution of its ceramic product line in Mexico.

Q.E.P. Co., Inc., founded in 1979, is a leading manufacturer, marketer and distributor of a broad line of flooring tools and accessories for the home improvement and professional installer markets. Under brand names Q.E.P., Roberts, Q-Set and O’Tool, Q.E.P. markets approximately 3,000 products used primarily for surface preparation and installation of ceramic tile, carpet, vinyl and wood flooring. The Company sells its products to large home improvement retail centers, as well as traditional distribution outlets in 50 states and around the world.

Certain statements in this press release, including statements regarding our ability to expand the distribution of Q.E.P.’s ceramic product line, are forward-looking statements, which are made pursuant to the safe-harbor provisions of the Securities Litigation Reform Act of 1995. The forward-looking statements are made only as of the date of this report and are subject to risks and uncertainties which could cause actual results to differ materially from those discussed in the forward-looking statements. Among the risks and uncertainties that could cause such a difference are the Company’s assumptions relating to the expected growth in sales of its products, its ability to effectively integrate Roberts Mexicana and other acquired businesses, the success of the Company’s sales and marketing efforts, and improvements in productivity and cost reductions. A more detailed discussion of risks attendant to the forward-looking statements included in this press release are set forth in the “Forward-Looking Statements” section of the Company’s Annual Report on Form 10-K for the year ended February 29, 2004, filed with the Securities and Exchange Commission (“SEC”), and in other reports already filed with the SEC.

Contact:

Q.E.P. Co., Inc.

Marc Applebaum, 561-994-5550

Source: Q.E.P. Co., Inc.