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): August 21, 2006 (August 16, 2006)

CONTINENTAL MATERIALS CORPORATION

(Exact name of registrant as specified in its charter)

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

200 South Wacker Dr., Suite 4000 Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 541-7200

(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:

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))

United States

Item 2.02.    Results of Operations and Financial Condition.

In its press release issued on August 16, 2006, the Company disclosed its unaudited results for the fiscal 2006 second quarter ended July 1, 2006. The press release is being filed with this report on Form 8-K and is attached hereto as Exhibit 99.1.

Item 8.01.    Other Events

In its press release issued on August 16, 2006, the Company also announced a new record date and the date of its Annual Meeting of Stockholders. 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 August 16, 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: August 21, 2006

2

EX-99.1

Exhibit 99.1

CONTINENTAL MATERIALS CORPORATION REPORTS
SECOND QUARTER RESULTS AND ANNOUNCES NEW ANNUAL MEETING
AND RECORD DATES

CHICAGO, August 16 — Continental Materials Corporation (AMEX; CUO) today reported net income of $1,430,000, 89 cents per diluted share for its second quarter, on sales of $43,704,000.  In the prior year’s quarter, net income was $945,000, 58 cents per diluted share on sales of $38,273,000.

All segments except Heating and Cooling 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 two large jobs in the southern section of our service area.

Operating income for the 2006 quarter improved to $2,165,000 from $1,167,000 in the 2005 quarter due to the increased volume as well as lower selling and administrative costs. The decreased selling and administrative costs were largely due to the continuing consolidation of functions in the CACS segment into the Colorado Springs office and the timing of some expenditures at the Corporate office.

For the first six months of 2006, net income was $1,129,000, 70 cents per diluted share.  In the prior year, the company reported net income of $657,000, 40 cents per diluted share.

Consolidated sales for the six-month period increased $9,358,000 to $77,388,000.  All segments reported higher sales, with the CACS segment responsible for $7,525,000 of the improved sales. The CACS volume increased for the reasons noted above as well as move favorable weather in Colorado during the first quarter of 2006 as compared to the 2005 period. Similarly, the operating results for the six-month period ended July 1, 2006 improved to $1,710,000 compared to $744,000 for the prior year period as the result of the factors noted above.

The late filing of the Annual Report on Form 10-K necessitated a change in the Company’s record date and date of its Annual Meeting of Stockholders. A new record date of August 18, 2006 has been established, and Continental Materials Corporation’s Annual Meeting of Stockholders will take place on September 13, 2006.

FORWARD-LOOKING STATEMENTS— Statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933.  Such forward looking statements are based on the beliefs and estimates of the Company’s management and on assumptions made by, and information available to, the Company’s management at the time such statements were made.  Forward-looking statements are not guarantees of performance.  Actual results could differ materially from those projected in the forward-looking statements as a result of various factors, including but not limited to: weather, interest rates, availability of raw materials and their related costs, national and local economic conditions and competitive forces.  Changes in accounting pronouncements could also alter projected results.  Additional information concerning some of these factors is contained in the company’s Annual Report on Form 10-K

for the year ended December 31, 2005 filed with the Securities and Exchange Commission, as supplemented by the Company’s quarterly reports on Form 10-Q.  Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update them, even if new information, future events, or other circumstances have made them incorrect or misleading.

CONTINENTAL MATERIALS CORPORATION

SUMMARY OF SALES AND EARNINGS

(Unaudited)

	Three Months Ended						Six Months Ended
	July 1, 2006			July 2, 2005			July 1, 2006			July 2, 2005
Sales	$	43,704,000		$	38,273,000		$	77,388,000		$	68,030,000
Operating income (loss)	2,376,000			1,302,000			1,956,000			964,000
Interest expense, net	(202,000		)	(159,000		)	(298,000		)	(290,000		)
Other (expense) income	(9,000		)	24,000			52,000			70,000
Income before income taxes	2,165,000			1,167,000			1,710,000			744,000
Provision for income taxes	735,000			222,000			581,000			87,000
Net income	$	1,430,000		$	945,000		$	1,129,000		$	657,000
Basic earnings per share	$	.89		$	.59		$	.70		$	.41
Average shares outstanding	1,605,000			1,592,000			1,605,000			1,620,000
Diluted earnings per share	$	.89		$	.58		$	.70		$	.40
Average shares outstanding	1,605,000			1,633,000			1,605,000			1,660,000