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)   March 31, 2006

Continental Materials Corporation

 (Exact name of registrant as specified in its charter)

Delaware	001-03834	36-2274391
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

200 South Wacker Drive, Suite 4000, 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.

On March 31, 2006, Continental Materials Corporation issued a press release disclosing the unaudited results of its operations for the 2005 year and fourth quarter. The Company also announced that it is unable to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2005. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits (furnished only)

99.1 Press release issued March 31, 2006 entitled:

“Continental Materials Corporation Reports Unaudited 2005 Results and Delays Filing Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2005”.

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:	April 3, 2006

2

EX-99.1

Exhibit 99.1

CONTINENTAL MATERIALS CORPORATION
200 SOUTH WACKER DRIVE, SUITE 4000	CONTACT: Mark S. Nichter
CHICAGO, IL 60606-5821	(312) 541-7207

FOR IMMEDIATE RELEASE

CONTINENTAL MATERIALS CORPORATION

REPORTS UNAUDITED 2005 RESULTS AND DELAYS FILING ANNUAL REPORT

ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

2005 Results

CHICAGO, March 31 – Continental Materials Corporation (AMEX; CUO) today reported unaudited net income of $2,758,000, $1.69 per diluted share for the fiscal 2005 year on sales of $138,999,000. In the prior year, net income was $2,373,000, $1.38 per diluted share on sales of $126,940,000.

The increase in net income for the 2005 year was primarily as a result of increased sales volume, a decrease in depreciation, depletion and amortization expense of $298,000and an increased gain on the sale of property and equipment of $331,000 as compared to 2004. Selling prices were generally higher, however, the higher selling prices were largely offset by higher material, fuel and employee benefit costs.

The unaudited net income for the fourth quarter of 2005 was $1,063,000 or 66 cents per diluted share on sales of $34,554,000. Net income for the fourth quarter of 2004 was $1,311,000, or 77 cents per diluted share on sales of $34,216,000. The decline in net income for the fourth quarter of 2005 was due to a lower volume of furnace sales and an increase in the reserve for product liability claims.

Delay in Filing Form 10-K

The Company also announced that it is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 by the March 31, 2005 deadline and has, therefore, filed a notification of late filing on Form 12b-25 informing the Securities and Exchange Commission of its delayed filing. The Company is not able to complete its financial statement disclosures as it is assessing the appropriateness of its segment disclosures in accordance with Statement of Financial Accounting Standard No. 131 – Disclosures about Segments of an Enterprise and Related Information.

The Company does not anticipate any revisions to the 2005 unaudited financial information presented in this release.

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 1, 2005 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

	Three Months Ended						Year Ended
	UNAUDITED						UNAUDITED
	December 31, 2005			January 1, 2005			December 31, 2005			January 1, 2005
Sales	$	34,554,000		$	34,216,000		$	138,999,000		$	126,940,000
Operating Income	1,536,000			1,443,000			4,052,000			3,505,000
Interest (expense), net	(50,000		)	(51,000		)	(565,000		)	(516,000		)
Other income (expense)	(36,000		)	71,000			71,000			134,000
Income before income taxes	1,450,000			1,463,000			3,558,000			3,123,000
Provision for income taxes	387,000			152,000			800,000			750,000
Net income	$	1,063,000		$	1,311,000		$	2,758,000		$	2,373,000
Basic earnings per share	$	.66		$	.79		$	1.72		$	1.41
Weighted average shares outstanding	1,605,000			1,654,000			1,602,000			1,681,000
Diluted earnings per share	$	.66		$	.77		$	1.69		$	1.38
Weighted average shares outstanding	1,605,000			1,698,000			1,632,000			1,725,000