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): August 1, 2006


                                   PGT, Inc.
                                   ---------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)

            000-52059                                   20-0634715
            ---------                                   ----------
      (Commission File Number)              (IRS Employer Identification No.)


               1070 Technology Drive, North Venice, Florida 34275
               --------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)


                                 (941) 480-1600
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


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 August 1, 2006, PGT, Inc. (the "Company") issued a press release
announcing that the underwriters of its previously completed initial public
offering of 8,823,529 shares of its common stock fully exercised their
over-allotment option to purchase an additional 1,323,529 shares of the
Company's common stock. Included as an exhibit to this current report on Form
8-K is a copy of the related press release dated August 1, 2006.


ITEM 9.01.  Financial Statements and Exhibits

 (c)     Exhibits.

See Exhibit Index.




                                   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.

                                           PGT, INC.


                                           By: /s/ Mario Ferrucci III
                                               --------------------------------
                                               Name:  Mario Ferrucci III
                                               Title: Vice President, Corporate
                                                        Counsel, and Secretary

Dated: August 2, 2006




                                 EXHIBIT INDEX


  Exhibit Number           Description
  --------------           -----------

      99.1                 Press release of PGT, Inc., dated August 1, 2006.

EX-99

                                                                   Exhibit 99.1


                              PGT, Inc. Announces
              Full Exercise of Underwriters' Over-Allotment Option

VENICE, FL, August 1, 2006 (BUSINESS WIRE) - PGT, Inc. (Nasdaq: PGTI) announced
that the underwriters of its previously completed initial public offering of
8,823,529 shares of its common stock have fully exercised their over-allotment
option to purchase an additional 1,323,529 shares of the company's common
stock.

With the exercise of the underwriters' option, the aggregate proceeds of PGT's
common stock offering will be approximately $132 million. PGT has used the net
proceeds from this offering, together with cash on hand, to repay in full the
$115 million of indebtedness under the company's second lien credit facility
and expects to repay a total of $39 million of indebtedness under the company's
first lien credit facility.

About PGT, Inc.
- ---------------
PGT(R) pioneered the U.S. impact-resistant window and door industry and today
is the nation's leading manufacturer and supplier of residential
impact-resistant windows and doors. PGT is also one of the largest window and
door manufacturers in the United States. In its 25th year, the Company employs
over 2,400 at its 485,000-square-foot manufacturing, glass laminating and
tempering, and delivery fleet facilities in Venice, FL, and its
225,000-square-foot production facility in Lexington, N.C. Sold through a
network of over 1,300 dealers and distributors, the Company's total line of
custom windows and doors is now available throughout the eastern United States,
the Gulf Coast and in a growing international market, which includes the
Caribbean, South America and Australia. PGT's product line includes PGT(R)
Aluminum and Vinyl Windows and Doors; WinGuard(R) Impact-Resistant Windows and
Doors; Multi-Story Series 800 Windows and Doors; and Eze-Breeze(R) Sliding
Panels. For more information about PGT, visit the Company's website at
www.pgtindustries.com.


SOURCE: PGT, Inc.


PGT, Inc.
Jeff Jackson, 941-486-0100, extension 22786
jjackson@pgtindustries.com