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~~April 621, ~~2004~~2005

MMI PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

333-29141

74-1622891

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission file number)

(I.R.S. Employer Identification No.)

400 N. Sam Houston Pkwy. E., ~~Suite~~Ste. 1200

Houston, Texas 77060

(Address of Principal Executive Offices)

(281) 876-0080

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

~~Item~~Check ~~9. Regulation~~the FDappropriate ~~Disclosure.~~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:

On[ ~~August~~] 5,Written ~~2004,~~communications ~~MMI~~pursuant ~~Products,~~to ~~Inc.~~Rule ~~issued~~425 aunder ~~news~~Securities ~~release~~Act ~~regarding~~(17 ~~the~~CFR ~~financial results for the fiscal quarter ended July 3, 2004, and filed a copy of such news release in a Form 8-K on August 6, 2004~~230. 425)

In[ ~~discussing~~] ~~this~~Soliciting ~~news~~material ~~release~~pursuant ~~during~~to aRule ~~conference~~14a-12 ~~call~~under ~~on August 6, 2004, with bond market analysts, and holders and potential holders of~~ the ~~Company's~~Exchange ~~senior~~Act ~~subordinated~~(17 ~~notes,~~CFR ~~the matters below were disclosed~~240. 14a-12)

In[ ~~the~~] ~~current~~Pre-commencement ~~market~~communications ~~environment~~pursuant ~~for MMI, one of the critical issues relates~~ to ~~the~~Rule cost and to some extent, the availability of steel, specifically steel rod. In the last fifteen months, prices have risen from around $300 to the $600 range and are expected to increase another $50 to $100 by the end of the year. During the first half of 2004, MMI was able to raise its prices to levels that not only offset these factors, but also allowed the recovery of some margin lost during the cost/price squeeze environment of 2003. After not raising prices during June and July 2004, MMI has announced price increases effective in mid14d-~~August~~2(b) ~~for~~under ~~some product groupings in response to a new wave of steel price increases. MMI expects to continue to price its products accordingly to offset~~ the ~~steel~~Exchange ~~cost~~Act ~~increases.~~(17 ~~MMI~~CFR ~~is currently negotiating steel rod purchases with both domestic and offshore steel suppliers and is comfortable with the current supply scenario~~240. 14d-2(b))

~~Net~~[ ~~sales~~] inPre-commencement ~~the~~communications ~~second~~pursuant ~~quarter of 2004 were $185.4 million, 34% higher than in the second quarter of 2003. A majority of the sales increase was due~~ to ~~price~~Rule adjustments made in light of the increased cost, primarily for steel rod, and in the fence business, for steel pipe and tubing and galvanized wire. Concrete construction activity, as measured by MMI sales volumes, continued to expand. MMI has continued to improve its service capability to customers, has experienced new business and higher share from its existing customer base and opened new concrete accessories distribution locations in New England and the Pacific Northwest. Year to date sales volumes have also increased in the fence segment. However, fence sales volumes, specifically chain link and related products, did decline to some extent in the second quarter as compared to the second quarter of 2003. This decline is believed to be relatively temporary, due to "pre13e-~~buying"~~4(c) ~~behavior~~under ~~during~~ the ~~first~~Exchange ~~quarter~~Act of(17 ~~2004~~CFR ~~related to concerns about product availability and price increases~~240. ~~MMI believes it is increasing its market share in the concrete construction products market.~~13e-4(c))

~~Gross~~Item ~~profit for the second quarter of 2004 was $55.0 million, a $28.~~8 ~~million increase over the $26~~.201 Other ~~million of gross profit in the second quarter of 2003~~Events. The second quarter results benefited from the fact that some of the steel consumed in the second quarter was from inventories that had been acquired at prices below the new purchase cost. MMI manufacturing plants, especially in the concrete construction products segment, ran at close to full capacity which collectively had a favorable impact on our operating costs and on our improved profit margins. Also contributing to the increase in gross profit was the benefit of shifting chain link fabric products from the now shutdown and sold Whittier, California plant to Mexico, and other ongoing manufacturing process improvements. MMI expects year-over-year improvements in gross margin for the second half of 2004. Increases in selling, general, and administrative expenses of $7.0 million in the second quarter of 2004 versus the comparable period in 2003 were primarily due to increased provisions for incentive and retirement compensation, an increased allowance for uncollectible accounts receivable, as well as increased rental expense for delivery vehicles. Delivery vehicles were rented under operating leases in 2004 versus the use in 2003 of owned vehicles that only reflected depreciation expense.

~~Other~~On ~~Expense~~April ~~(net)~~21, ~~was~~2005, ~~approximately~~Ivy ~~$1.3~~Steel ~~million~~& ~~higher in the second quarter of 2004 than in the second quarter of 2003 due primarily to the absence of the $800~~Wire,~~000~~ ~~gain~~a ondivision ~~the sale~~ of ~~the~~MMI ~~Whittier~~Products, ~~California property that occurred in 2003~~Inc., ~~the~~issued ~~write~~a ~~off~~news ofrelease ~~some~~announcing ~~business~~its ~~acquisition~~plans ~~costs~~to ~~and~~open ~~$600,000~~a ~~of "catch up" depreciation in the~~ second ~~quarter~~welded ofwire ~~2004~~reinforcing on(WWR) ~~machinery~~manufacturing ~~and~~facility ~~equipment~~in ~~assets that had previously been held for sale and~~Houston, ~~therefore during a twelve month period, were not depreciated~~Texas. ~~Accounting~~The ~~standards~~news ~~require~~release ~~the~~is ~~"catch~~furnished ~~up"~~herewith ifas ~~the~~Exhibit ~~assets are not sold within the twelve month period~~99.1 ~~These~~and ~~unfavorable~~is ~~changes~~incorporated ~~were~~herein ~~offset~~ by ~~lower levels of restructuring related expenses mostly related to the closed Baltimore and Toledo manufacturing plants~~reference. In the second quarter of 2003, these expenses included $600,000 related to the curtailment of the Baltimore pension plan, the absence of which in 2004 accounts for most of the restructuring expense decrease.

AtItem ~~July 3, 2004, MMI's net working capital was $149~~9.801 Financial ~~million.~~Statements This balance included $4.4 million in cash. Since the end of fiscal year 2003, working capital increased $32.1 million. Accounts receivable increased $24.4 million, with inventories up $36.7 million. These were offset by an increase of $28.6 million in current liabilities. Working capital is expected to decrease at least $20 million due to seasonal factors by year end, and ~~it is anticipated that the balance in the revolving credit facility could be lower at the end of December compared to year end 2003~~Exhibits. At July 3, 2004, accounts receivable (net of allowances) was approximately $95.2 million, inventory was approximately $128.8 million and accounts payable and accrued liabilities were about $71.7 million.

~~At July 3, 2004, excess availability under the revolving credit facility was $43~~Exhibits.6 million, and the amount borrowed under the revolving credit facility was $82.4 million. Excess availability as of August 5, 2004, was approximately $56.0 million. Contributing to the increase in availability was approximately $3.0 million received on July 26, 2004, from the sale of the closed Baltimore manufacturing plant. This transaction will produce a third quarter gain of approximately $900,000.

~~Capital~~Exhibit ~~expenditures in the first six months of the year were $4~~99.01 News ~~million.~~Release ~~The~~issued ~~Company's~~by ~~plan~~Ivy ~~for~~Steel ~~such~~& ~~expenditures~~Wire, ~~for~~a ~~all~~division of ~~2004~~MMI ~~is approximately $15 million~~Products, ~~of which about $5~~Inc.0, ~~million~~on isApril ~~expected to be financed by capital lease obligations. The capital expenditures are expected to upgrade certain operations~~21, ~~add~~2005 ~~capacity,~~titled ~~and~~"IVY ~~lower~~STEEL ~~costs.~~& AnWIRE ~~internal~~EXPANDS ~~rate~~WELDED ofWIRE ~~return~~REINFORCING inPRODUCTION ~~the 30 percent range is expected on the investments beginning in 2005~~CAPACITY."

~~MMI~~Statements ~~anticipates~~made ain ~~continuation~~this ofCurrent ~~improved~~Report ~~results~~on inForm ~~the~~8-K ~~last~~and ~~half~~news ofrelease ~~2004,~~that asare ~~compared~~not tohistorical ~~the~~facts ~~same~~are ~~period~~forward-looking instatements ~~2003.~~made Itpursuant isto ~~expected~~the ~~that~~safe ~~end~~harbor ~~markets~~provisions ~~will~~of ~~continue~~the toPrivate ~~show~~Securities anLitigation ~~improved~~Reform ~~demand.~~Act ~~Residential~~of ~~construction~~1995. ~~still~~These ~~looks~~statements ~~stable.~~are ~~Infrastructure~~not ~~spending~~guarantees isof ~~expected~~future toperformance ~~increase~~and asinvolve ~~state~~risks, ~~budgets~~uncertainties and ~~tax~~assumptions ~~receipts~~("Factors") which are ~~now~~difficult into ~~recovery~~predict. AtSome of the ~~same~~Factors ~~time,~~that ~~there~~could ~~are~~cause ~~causes~~actual ~~for~~results ~~caution~~to ~~relating~~differ materially from those expressed in the forward-looking statements include, but are not limited to: the ~~level~~cyclical nature of ~~future~~the ~~profitability.~~Company's ~~The~~business; ~~first,~~national and ~~especially~~regional economic conditions in the ~~second~~U.S.; ~~quarter~~seasonality of ~~2004,~~the ~~benefited~~Company's ~~from~~operations; ~~very~~levels ~~high~~of ~~rates~~construction ofspending ~~capacity~~in ~~utilization.~~major Inmarkets; the ~~third~~cost ~~quarter~~and availability of ~~2004,~~raw ~~production~~material ~~levels~~inventory ~~will~~(primarily besteel ~~scaled~~rod); ~~back~~supply/demand tostructure ~~some~~of ~~extent~~the toindustry; ~~reflect~~competition ~~the~~from ~~normal~~new ~~summer~~or ~~lull~~existing ~~and~~competitors; ~~also~~unfavorable ~~because~~weather ~~cement~~conditions ~~shortages,~~during ~~most~~peak ~~notably~~construction inperiods; ~~Florida~~changes in and inimplementation ~~the~~of ~~southeast~~environmental ~~United~~and ~~States~~other ~~are~~governmental ~~starting~~regulations; our ability to ~~have~~successfully ~~some~~identify, ~~impact~~complete onand ~~the~~efficiently ~~levels~~integrate ofacquisitions; ~~construction~~our ~~activity.~~ability ~~Also,~~to ~~the~~successfully ~~panic~~penetrate ~~buying~~new ~~from~~markets; ~~customers~~and ~~that~~other ~~was~~Factors ~~experienced~~disclosed ~~during~~in the ~~first~~Company's ~~half~~Annual isReport ~~now~~on ~~over.~~Form 10-K ~~Additionally,~~and ~~the~~Quarterly ~~last~~Reports ofon ~~the~~Form 10-Q ~~lower~~filed ~~cost~~with ~~steel~~the ~~rod~~Securities ~~which~~and ~~benefited~~Exchange ~~results~~Commission. inIn ~~2004's~~general, ~~first~~the ~~half~~Company ~~has~~is ~~now~~subject ~~been~~to ~~consumed.~~the ~~Consequently,~~risks itand ~~should~~uncertainties ~~not~~of bethe ~~expected~~construction ~~that~~industry ~~MMI~~and ~~will~~of ~~obtain~~doing business in the ~~relative~~U.S. ~~magnitude~~The offorward-looking ~~profitability~~statements ~~increases~~are ~~achieved~~made inas ~~both~~of ~~the~~this ~~first~~date and ~~second~~the ~~quarters~~Company ofundertakes ~~2004~~no obligation to update them, whether as ~~compared~~a toresult ~~the~~of ~~same~~new ~~periods~~information, infuture ~~2003~~events or otherwise.

Statements made in this Current Report on Form 8-K that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions ("Factors") which are difficult to predict. Some of the Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the cyclical nature of the Company's business; national and regional economic conditions in the U.S.; seasonality of the Company's operations; levels of construction spending in major markets; supply/demand structure of the industry; competition from new or existing competitors; unfavorable weather conditions during peak construction periods; changes in and implementation of environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors disclosed in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. In general, the Company is subject to the risks and uncertainties of the construction industry and of doing business in the U.S. The forward-looking statements are made as of this date and the Company undertakes no obligation to update them, whether as a result of new information, future events or otherwise.
The information in this Current Report on Form 8-K is furnished pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
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.

	MMI PRODUCTS, INC.
Date: August 10, 2004	By: /s/ Robert N. Tenczar
Date: April 22, 2005	By: /s/ Robert N. Tenczar
	Robert N. Tenczar, Vice President and Chief Financial Officer

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