8-K

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): February 15, 2005

ULTRA CLEAN HOLDINGS, INC.(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-50646	61-1430858
(Commission File Number)	(IRS Employer Identification No.)
150 INDEPENDENCE DRIVE,
MENLO PARK, CA	94025
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 323-4100

n/a
(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 (see General Instruction A.2. below):

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

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

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 7.01 Regulation FD Disclosure.

Three slides from a presentation to be given by management of Ultra Clean Holdings, Inc. are furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this report, including the exhibits, shall not be deemed to be incorporated by reference into Ultra Clean’s filings with the SEC under the Securities Act of 1933 and shall not be deemed to be “filed” with the SEC under the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

     Exhibit 99.1: Three slides from Ultra Clean Holdings, Inc.’s management presentation.

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.

		ULTRA CLEAN HOLDINGS, INC.
Date:	February 15, 2005	By:	/s/ Phil Kagel
			Name:	Phil Kagel
			Title:	Senior Vice President and Chief Financial
				Officer

Exhibit Index

Exhibit Number	Description
99.1	Three slides from Ultra Clean Holdings, Inc.’s management presentation.

EX-99.1

Exhibit 99.1

Revenue Growth Drivers o Outsourcing o Other Subassemblies o Geographic Expansion o New Customers

Robust Metrics December 31, 2003 December 31, 2004 DSO (QTR) 34 33 Inventory Turns (QTR) 11.5 8.8 Cap Ex (m) (YTD) $0.7 $3.3 EBITDA (m) (YTD) $3.6 $15.8 ROIC (YTD) 2% 24% See Company website for GAAP reconciliations of EBITDA and ROIC.

UCT's Differentiated Business Model o UCT is a System Integrator - Able to Scale Infrastructure Costs - No Product Risk, Low R & D Expenses and Low Sales / Service Costs (vs. OEM Component Manufacturer) - Low Capital Expenditures (vs. Electronic Manufacturing Services) UCT achieves above average growth in Operating Margins