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 16, 2004

Continental Materials Corporation

 (Exact name of registrant as specified in its charter)

Delaware	001-03834	36-2274391
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
225 West Wacker Drive, Suite 1800, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:         (312) 541-7200
(Not Applicable)
(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:

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 2.02   Results of Operations and Financial Condition and

Item 7.01   Regulation FD Disclosure

The following information is being furnished pursuant to Item 2.02 and Item 7.01.

On November 16, 2004, the registrant issued a press release disclosing the results of its operations for the third quarter of 2004.

Item 9.01   Financial Statements and Exhibits

(c) Exhibits

99.1 Press release issued November 16, 2004 entitled:

“Continental Materials Corporation Reports Third Quarter Results”.

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.

		CONTINENTAL MATERIALS CORPORATION
	By	/S/Mark S. Nichter
		Mark S. Nichter
		Secretary and Controller
Dated: November 19, 2004

2

EX-99.1

EXHIBIT 99.1

CONTINENTAL MATERIALS CORPORATION

225 WEST WACKER DRIVE, SUITE 1800

CHICAGO, IL 60606-1229

FOR IMMEDIATE RELEASE	CONTACT:	Mark S. Nichter
		(312) 541-7207

CONTINENTAL MATERIALS CORPORATION REPORTS

THIRD QUARTER RESULTS

CHICAGO, November 16 — Continental Materials Corporation (AMEX; CUO) today reported net income of $586,000, 34 cents per diluted share for its third quarter, on sales of $30,900,000.  In the prior year’s quarter, net income was $707,000, 40 cents per diluted share on sales of $30,139,000.

The construction materials segment reported an increase in sales driven primarily by higher concrete volume in the Denver and Pueblo markets.  Some modest price increases were realized in the Colorado Springs and Pueblo markets, however, these were in response to higher cement and fuel costs.  The Denver market continues to experience intense price competition and lower profit margins.  A decline in sales in the heating and air conditioning segment was the result of losing a portion of the evaporative cooler business at a large retail customer exacerbated by the return of inventory unsold at the end of the cooling season from that same customer.

Operating income for the 2004 quarter declined reflecting higher raw material/commodity prices, primarily steel, which negatively impacted margins in the heating and air conditioning segment.

For the first nine months of 2004, net income was $1,062,000, 63 cents per diluted share.  In the prior year period, the company reported net income of $322,000, 18 cents per diluted share.

Consolidated sales for the nine-month period increased $4,284,000 to $92,724,000.  Sales in the construction materials segment improved for the reasons noted above as well as milder weather in Colorado during March 2004 compared to 2003 and strong sales of doors and supplies during the second quarter of 2004.  The heating and air conditioning segment reported a decrease primarily due to the reasons noted above.

The improved operating results for the nine-month period ended October 2, 2004 over the prior year period is entirely due to the improvement recorded during the first quarter. Increased sales volume in both segments along with some lower operating costs, particularly maintenance, and increased labor efficiency in the construction materials segment during the first quarter of 2004 combined to dramatically reduce the operating loss when compared to the first three months of 2003.

CAUTIONARY STATEMENT— Statements in this document that are not historical facts are forward-looking statements.  It is important to note that the company’s actual results could differ materially from those projected in such forward-looking statements.  Additional information concerning factors that could cause actual results to differ materially from those suggested in the forward-looking statements is contained in the company’s Annual Report on Form 10-K for the year ended January 3, 2004 filed with the Securities and Exchange Commission, as the same may be amended from time to time.  Forward-looking statements are not guarantees of performance.  They involve risks, uncertainties and assumptions.  The future results and shareholder values of the company may differ materially from those expressed in these forward-looking statements.  Many of the factors that will determine these results and values

are beyond the company’s ability to control or predict.  Shareholders are cautioned not to put undue reliance on forward-looking statements. In addition, the company does not have any intention or obligation to update forward-looking statements after the date hereof, even if new information, future events, or other circumstances have made them incorrect or misleading.  For those statements, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

CONTINENTAL MATERIALS CORPORATION

SUMMARY OF SALES AND EARNINGS

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 2, 2004			September 27, 2003			July 3, 2004			September 27, 2003
Sales	$	30,900,000		$	30,139,000		$	92,724,000		$	88,440,000
Operating income	$	1,011,000		$	1,255,000		$	2,062,000		$	953,000
Interest expense, net	(154,000		)	(206,000		)	(465,000		)	(565,000		)
Other income	59,000			40,000			63,000			108,000
Income before income taxes	$	916,000		$	1,089,000		$	1,660,000		$	496,000
Provision for income taxes	330,000			382,000			598,000			174,000
Net income	$	586,000		$	707,000		$	1,062,000		$	322,000
Basic earnings per share	$	.35		$	.41		$	.63		$	.18
Average shares outstanding	1,663,000			1,744,000			1,690,000			1,763,000
Diluted earnings per share	$	.34		$	.40		$	.62		$	.18
Average shares outstanding	1,699,000			1,779,000			1,726,000			1,798,000