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): April 25, 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))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Conditions.

On April 25, 2005, Ultra Clean Holdings, Inc. issued a press release announcing its financial results of and for the quarter ended March 31, 2005. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this report, including the exhibit, 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.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibit 99.1:  Press Release issued by Ultra Clean Holdings, Inc. dated April 25, 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.

		ULTRA CLEAN HOLDINGS, INC.
Date:	April 25, 2005	By:	/s/ Kevin L. Griffin
			Name:	Kevin L. Griffin
			Title:	Acting Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release issued by Ultra Clean Holdings, Inc. dated April 25, 2005.

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.   

Ultra Clean Holdings Reports First Quarter Financial Results
Monday, April 25, 4:30 pm ET

Shanghai Facility Makes First Shipment

MENLO PARK, Calif., April 25, 2005 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor capital equipment industry, focusing on gas delivery systems, today reported financial results for the first quarter, ended March 31, 2005. Among the highlights for the first quarter are exceeding the guided range for both revenues and earnings per diluted share and higher gross margins.

Revenue for the first quarter of 2005 totaled $41.9 million, compared to revenue of $40.8 million for the same period a year ago, or an increase of 2.7% . Compared to revenue for the fourth quarter ended December 31, 2004 of $41.3 million, revenue for the first quarter increased 1.2% . The company recorded net income of $1.2 million, or $0.07 per diluted share during the first quarter of 2005, compared to net income of $1.4 million, or $0.13 per diluted share for the same period a year ago and $2.1 million, or $0.13 per diluted share for the fourth quarter of 2004. Gross margin for the first quarter of 2005 was 15.9% versus 15.5% for the fourth quarter of 2004 and 14.9% for the same period a year ago.

Clarence Granger, UCT’s President and Chief Executive Officer, commented on the first quarter results: “We are very pleased that UCT’s first quarter revenues and earnings per diluted share exceeded the range of guidance and that gross margins increased in the first quarter. We are also pleased with several significant achievements during the first quarter: We expanded our frame assembly business at a major customer, made a first shipment to a new customer, shipped our first chemical delivery system and shipped our first gas panel from our new facility in Shanghai, China.”

Granger continued: “We have been very successful in completing sales of our other, non-gas panel, subassembly products, which reached $2.1 million in the first quarter of 2005, up $600 thousand from $1.5 million in the fourth quarter of 2004. In addition to maintaining sales of our gas delivery systems, we have also recently received a letter of intent from a significant customer for the manufacture of entire process modules to begin shipping in the second quarter. We are continuing to focus on expanding our reach into the semiconductor process tool with the goal of becoming a more valued outsource supplier to our customers and the industry.”

Commenting on UCT’s corporate outlook, Granger noted, “We expect revenue for the second quarter of 2005 to be roughly the same as in the first quarter, between $39 and $41 million, and diluted earnings per share to range between $0.04 and $0.07.

Ultra Clean will conduct a conference call on Monday, April 25, 2005, beginning at 2:00 p.m. PDT at 800/833-9611 (domestic) and 212/346-6586 (international). A replay of the webcast will be available for fourteen days following the conference call at 800/633-8284 (domestic) and 402/977-9140 (international). The confirmation number for the live broadcast and replays is 21244760 (all callers). The conference call will also be webcast live and be available for fourteen days on our website.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a developer and supplier of critical subsystems for the semiconductor capital equipment industry, focusing on gas delivery systems. Ultra Clean offers its customers a complete outsourced solution for gas delivery systems and other subassemblies, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities. Ultra Clean’s customers are primarily original equipment manufacturers of semiconductor capital equipment. Ultra Clean is headquartered in Menlo Park, California. Additional information is available at www.uct.com.

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, “forward- looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as “anticipates,” “believes,” “plan,” “expect,” “future,” “intends,” “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue” and similar expressions to identify these forward-looking statements. Forward looking statements included in the press release include estimates made with respect to our second quarter revenue and diluted earnings per share and the letter of intent received from a significant customer for the manufacture of entire process modules. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, our actual results may differ materially from the results predicted or implied by these forward- looking statements. These risks, uncertainties and other factors include, among others, those identified in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our annual report on Form 10-K for the year ended December 31, 2004 filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Three months ended
	March 31, 2005		December 31, 2004		March 31, 2004
Sales	$	41,924	$	41,347	$	40,837
Cost of goods sold		35,275		34,944		34,756
Gross profit		6,649		6,403		6,081
Operating expenses:
Research and development		687		514		552
Sales and marketing		894		946		704
General and administrative		3,312		2,560		1,476
Stock based compensation		52		52		604
Total operating expenses		4,945		4,072		3,336
Income from operations		1,704		2,331		2,745
Interest income/(expense) and other, net		27		26		(390	)
Income before income taxes		1,731		2,357		2,355
Income tax provision		537		222		942
Net income	$	1,194	$	2,135	$	1,413
Net income per share:
Basic	$	0.07	$	0.13	$	0.14
Diluted	$	0.07	$	0.13	$	0.13
Shares used in computing
net income per share:
Basic		16,188		16,142		10,110
Diluted		17,124		17,002		10,965

ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

	March 31, 2005			December 31, 2004
ASSETS
Current assets:
Cash	$	10,843		$	11,440
Accounts receivable		18,779			13,785
Inventory		17,990			15,133
Other current assets		3,805			4,300
Total current assets		51,417			44,658
Equipment and leasehold improvements, net		5,163			5,392
Goodwill		6,617			6,617
Tradename		8,987			8,987
Other non-current assets		2,052			2,044
Total assets	$	74,236		$	67,698
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities
Bank Borrowings	$	726		$	-
Accounts payable		16,822			12,302
Other current liabilities		2,542			2,495
Total current liabilities		20,090			14,797
Capital lease obligations and other liabilities		406			426
Total liabilities		20,496			15,223
Commitments and contingencies
Stockholders’ equity
Common stock		46,256			46,237
Deferred stock-based compensation		(519	)		(571	)
Retained earnings (accumulated deficit)		8,003			6,809
Total stockholders’ equity		53,740			52,475
Total liabilities and stockholders’ equity	$	74,236		$	67,698

Contact:

Kevin Griffin

Acting CFO

650/323-4100