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

November 14, 2006 (November 13, 2006)

Date of Report (Date of earliest event reported)

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.)

200 South Wacker Dr., Suite 4000 Chicago, IL	60606
(Address of Principal Executive Offices)	(Zip Code)

(312) 541-7200

(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 (see General Instruction A.2.):

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

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

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

oPre-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.

In its press release issued on November 13, 2006, the Company disclosed its unaudited results for the fiscal 2006 third quarter ended September 30, 2006. The press release is being filed with this report on Form 8-K and is attached hereto as Exhibit 99.1.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits.

99.1   Continental Materials Corporation Press Release, dated November 13, 2006.

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/ Joseph J. Sum
Name:	Joseph J. Sum
Title:	Chief Financial Officer

Date: November 14, 2006

2

EX-99.1

Exhibit 99.1

CONTINENTAL MATERIALS CORPORATION REPORTS
THIRD QUARTER RESULTS

CHICAGO, November 13 — Continental Materials Corporation (AMEX; CUO) today reported net income of $529,000, 33 cents per diluted share for its third quarter, on sales of $40,924,000. In the prior year’s quarter, net income was $1,038,000, 66 cents per diluted share on sales of $36,415,000.

All segments except Door reported increased sales for the quarter lead by a 20% increase from the Concrete, Aggregates and Construction Supplies (CACS) segment. The increased CACS volume was primarily due to three large jobs in the Pueblo area. Pricing also improved although the increases were largely instituted to offset increased cement and fuel costs.

Operating income for the 2006 quarter declined to $915,000 from $1,552,000 in the 2005 quarter despite the increased volume. Narrower margins were reported primarily in the Heating and Cooling and Evaporative Cooling segments due to increased copper, aluminum and steel costs. Selling and administrative costs were significantly higher in the Heating and Cooling segment due to the addition of personnel in the sales and engineering departments and the opening of a sales and service center in Oklahoma City, Oklahoma.

For the first nine months of 2006, net income was $1,658,000, $1.03 per diluted share.  In the prior year, the company reported net income of $1,695,000, $1.03 per diluted share.

Consolidated sales for the nine-month period increased $13,867,000 to $118,312,000.  All segments reported higher sales, with the CACS segment responsible for $12,059,000 of the improved sales. The CACS volume increased for the reasons noted above as well as more favorable weather in Colorado during the first quarter of 2006 as compared to the 2005 period. The operating results for the nine-month period ended September 30, 2006 were $2,871,000 compared to $2,516,000 for the prior year period as a result of the stronger sales. In addition, the operating performance of the Heating and Cooling and the Evaporative Cooling segments were both better during the first six months of the year prior to the material cost increases which did not significantly affect our results until the third quarter.

SUMMARY OF SALES AND EARNINGS
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2006			October 1, 2005			September 30, 2006			October 1, 2005
Sales	$	40,924,000		$	36,415,000		$	118,312,000		$	104,445,000
Operating income	915,000			1,552,000			2,871,000			2,516,000
Interest expense, net	(250,000		)	(225,000		)	(548,000		)	(515,000		)
Other income	137,000			37,000			189,000			107,000
Income before income taxes	802,000			1,364,000			2,512,000			2,108,000
Provision for income taxes	273,000			326,000			854,000			413,000
Net income	$	529,000		$	1,038,000		$	1,658,000		$	1,695,000
Basic earnings per share	$	.33		$	.66		$	1.03		$	1.06
Average shares outstanding	1,605,000			1,563,000			1,605,000			1,601,000
Diluted earnings per share	$	.33		$	.65		$	1.03		$	1.03
Average shares outstanding	1,605,000			1,596,000			1,605,000			1,643,000