UNITEDTable STATESof Contents

PursuantTable to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Contents

UNITEDTable STATESof Contents

PursuantTable to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Contents

Table of Contents

Table of Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT toREPORT ~~Section 13 or 15(d) of~~

~~The~~Pursuant ~~Securities~~to ~~Exchange~~Section ~~Act~~13 ofor ~~1934~~15(d) of

~~Date~~The ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest~~1934 ~~event reported): November 12, 2004~~

~~Commission~~Date ~~file~~of ~~numbers~~Report (Date of earliest event reported): ~~333-119696~~March ~~and~~25, ~~333-114924~~2005

(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number of Registrant and each Co-Registrant)	(I.R.S. Employer Identification No.)
Norcraft Holdings, L.P.
Norcraft Companies, L.P.
(Exact name of registrants as specified in their charters)
Delaware	2434	75-3132727
Delaware	2434	36-4231718

Commission file numbers: 333-119696 and 333-114924

~~3020~~(State ~~Denmark~~or ~~Avenue,~~other ~~Suite~~jurisdiction ~~100~~of incorporation or organization) (Primary Standard Industrial Classification Code Number of Registrant and each Co-Registrant) (I.R.S. Employer Identification No.)

~~Eagan~~Norcraft Holdings, MNL.P. ~~55121~~

~~(800)~~Norcraft ~~297-0661~~Companies, L.P.

(~~Address,~~Exact ~~including~~name ~~zip code and telephone number, including area code~~ of ~~Registrant’s~~registrants ~~and~~as ~~Co-Registrants’~~specified ~~principal~~in ~~executive~~their ~~offices~~charters)

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):


Delaware	2434	75-3132727
Delaware	2434	36-4231718

¨3020 ~~Written~~Denmark ~~communications~~Avenue, Suite ~~pursuant~~100 ~~to Rule 425 under the Securities Act (17 CFR 230.425)~~

¨Eagan, ~~Soliciting~~MN ~~material~~55121 ~~pursuant to Rule 14a-12 under Exchange Act (17 CFR 240-14a-12)~~

~~¨ Pre-commencement communications pursuant to Rule 14d-2~~(b800) ~~under the Exchange Act (17 CFR 240~~297-~~14d-2(b))~~0661

¨(Address, ~~Pre-commencement~~including ~~communications~~zip ~~pursuant~~code toand ~~Rule~~telephone ~~13e-4(c)~~number, ~~under~~including ~~the~~area ~~Exchange~~code ~~Act~~of ~~(17~~Registrant’s ~~CFR 240.13e~~and Co-~~4(c~~Registrants’ principal executive offices))

~~TABLE~~Check OFthe ~~CONTENTS~~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):

~~ITEM~~¨ ~~5.01~~Written ~~Departure~~communications ofpursuant ~~Directors~~to orRule ~~Principal~~425 ~~Officers;~~under ~~Election~~the ofSecurities ~~Directors;~~Act ~~Appointment~~(17 ofCFR ~~Principal Officers SIGNATURES~~230.425)

~~ITEM~~¨ ~~5.01~~Soliciting ~~Departure~~material ofpursuant ~~Directors~~to orRule ~~Principal~~14a-12 ~~Officers;~~under ~~Election~~Exchange ofAct ~~Directors;~~(17 ~~Appointment~~CFR ~~of Principal Officers.~~ 240-14a-12)

On¨ ~~December~~Pre-commencement 3,communications ~~2004,~~pursuant ~~Robert~~to ~~Desrochers,~~Rule ~~our Executive Vice President of Finance~~ 14d-2(~~Principal Financial Officer~~b), ~~announced~~under ~~his~~the ~~resignation~~Exchange ~~from~~Act ~~our~~(17 ~~Company,~~CFR ~~effective as of that date.~~ 240-14d-2(b))

~~SIGNATURES~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Date: December 8, 2004	By:	/s/ LEIGH GINTER
		Leigh Ginter
		Chief Financial Officer

TABLE OF CONTENTS

ITEM 2.02 Results of Operations and Financial Condition

ITEM 9.01 Financial Statements and Exhibits

SIGNATURES

Press Release

ITEM 2.02 Results of Operations and Financial Condition

On March 25, 2005, Norcraft Holdings, L.P. and Norcraft Companies, L.P. issued a press release reporting financial results for the fourth quarter ended December 31, 2004.

The information included in this Item 2.02 of Current Report on Form 8-K shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press Release dated March 25, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 25, 2005

/s/ LEIGH GINTER

Leigh Ginter

Chief Financial Officer

Filing Compare · Norcraft Holdings, L.P.