8-K

U. S. 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 15, 2005

MORTON INDUSTRIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-13198	38-0811650
(State of other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1021 West Birchwood, Morton, Illinois 61550
(Address of principal executive offices) (Zip Code)

(309-266-7176)
(Registrant’s telephone number, including area code)

(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

Morton Industrial Group, Inc. released its results of operations for the quarterly period ended July 2, 2005 in an August 15, 2005 press release, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1

Press Release dated August 15, 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.

	MORTON INDUSTRIAL GROUP, INC.
Date: August 15, 2005	By:	/s/ Rodney B. Harrison
		Rodney B. Harrison
		Vice President of Finance

EX-99.1

CONTACT:

Rodney B. Harrison
Morton Industrial Group, Inc.
(309) 266-7176 Van Negris / Lexi Terrero
Van Negris & Company, Inc.
(212) 396-0606 – info@vnegris.com

FOR IMMEDIATE RELEASE

Morton Industrial Group, Inc. Reports
Increases in Revenues and Profitability
for the 2005 Second Quarter and First Half

MORTON, IL – August 15, 2005 – Morton Industrial Group, Inc. (OTC BB: MGRP), which operates Morton Metalcraft Co., a leading metal fabrication supplier to large industrial original equipment manufacturers (OEMs), today announced its financial results for the second quarter and six months ended July 2, 2005.

William D. Morton, Chairman and Chief Executive Officer of Morton Industrial Group, Inc., stated, “Our prestigious Customers, who serve the Construction, Agricultural and Commercial capital goods industries, have continued to experience strong demand for their products during the second quarter of 2005. Our investments in manpower, machines and materials, in conjunction with our continued internal focus utilizing lean manufacturing concepts, have allowed us to profitably meet our Customers’ increased assembly line requirements.”

Excluding the impact of the steel surcharges passed through to our customers, net sales for the second quarter ended July 2, 2005 were $45.3 million compared to $44.7 million for the second quarter ended June 26, 2004 and $89.9 million for the first half ended July 2, 2005 compared to $83.6 million for the first half ended June 26, 2004. The sales increases in the periods resulted primarily from increased unit demand by existing customers.

Including the impact of the steel surcharges passed through to our customers of $8.2 million and $6.0 million in the 2005 and 2004 second quarters, respectively, and $17.8 million and $7.0 million in the first six months of 2005 and 2004 respectively, net sales for the second quarter ended July 2, 2005 were $53.6 million compared to $50.7 million for the second quarter ended June 26, 2004 and $107.7 million for the first half ended July 2, 2005 compared to $90.6 million for the first half ended June 26, 2004.

Mr. Morton continued: “Our strong financial performance is the direct result of the hard work of our nearly 1,500 employees. Their effort has allowed us to achieve operating income for the 2005 second quarter of $3.7 million compared to $2.7 million in the 2004 second quarter and $7.3 million compared to $4.9 million in the first six months of 2005 and 2004 respectively.”

The Company’s net earnings reflect the effects of a gain on redemption of preferred stock of $0.9 million in the second quarter of both years and $1.7 million in the first six months of both years.

Excluding the impact of the gain on redemption of preferred stock, net earnings for the 2005 second quarter were $1.9 million, or $0.31 per diluted share compared to $1.4 million, or $0.23 per diluted share in the comparable period a year ago. For the first six months of 2005, excluding the impact of such gains, net earnings were $4.0 million, or $0.68 per diluted share compared to $2.7 million, or $0.46 per diluted share in the comparable period a year ago.

Including the impact of the gain on redemption of preferred stock, net earnings available to common shareholders for the 2005 second quarter were $2.7 million, or $0.46 per diluted share compared to $2.2 million, or $0.38 per diluted share in the comparable period a year ago. For the first six months of 2005, net earnings were $5.7 million, or $0.96 per diluted share compared to $4.4 million, or $0.76 per diluted share in the comparable period a year ago.

- m o r e -

Morton Industrial Group, Inc.
August 15, 2005 — Page Two

About Morton Industrial Group, Inc.

Morton Industrial Group, Inc. (OTC: MGRP) is a highly respected contract fabrication supplier that has significant relationships with a diverse group of industrial original equipment manufacturers. Our products include metal fabrications and assemblies for a broad range of industry segments, which include the Construction, Agricultural and Commercial capital goods industries. Our superior competitive strengths have resulted in strong, focused relationships with our prestigious customer base. We employ approximately 1,450 associates and our five manufacturing facilities are strategically located in the Midwestern and Southeastern United States in close proximity to our customers’ manufacturing and assembly facilities. Our principal customers include Carrier Corporation, Caterpillar Inc., Deere & Co., Hallmark Cards, Kubota Corporation and Winnebago Industries, Inc.

“Safe Harbor” Statement Under The Private Securities Litigation Reform Act of 1995: This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934, including statements containing words “anticipates,” “believes,” “intends,” “estimates,” “expects,” “projects,” and similar words. The forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied by such forward looking statements. Such factors include, among others, the following: the loss of certain significant customers; the cyclicality of our construction, industrial and agricultural sales; the availability of working capital; the orders of our major customers; general economic and business conditions, both nationally and in the markets in which we operate or will operate; competition; and other factors referenced in the Company’s reports and registration statements filed with the Securities and Exchange Commission. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The forward looking statements contained herein speak only of the Company’s expectation as of the date of this press release. We disclaim any obligations to update any such factors or publicly announce the result of any revisions to any of the forward looking statements contained herein to reflect future events or developments.

- Statistical Table Follows -

MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended July 2, 2005 and June 26, 2004
(Dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	July 2, 2005			June 26, 2004			July 2, 2005			June 26, 2004
Net sales	$	53,558			50,706			107,681			90,626
Cost of sales		45,969			44,561			92,958			78,972
Gross profit		7,589			6,145			14,723			11,654
Operating expenses:
Selling expenses		795			785			1,578			1,587
Administrative expenses		3,109			2,647			5,865			5,204
Total operating expenses		3,904			3,432			7,443			6,791
Operating income		3,685			2,713			7,280			4,863
Other income (expense):
Interest expense		(1,523	)		(1,241	)		(2,807	)		(1,893	)
Interest on redeemable preferred stock		—			(36	)		—			(249	)
Gain on redemption of preferred stock		850			850			1,700			1,700
Other		22			42			62			83
Total other income (expense)		(651	)		(385	)		(1,045	)		(359	)
Earnings before income taxes		3,034			2,328			6,235			4,504
Income taxes		320			100			520			150
Net earnings	$	2,714			2,228			5,715			4,354
Earnings per common share — basic	$	0.54			0.48			1.16			0.94
Earnings per common share — diluted	$	0.46			0.38			0.96			0.76

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