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): November 12, 2004

Commission file numbers: 333-119696 and 333-114924


(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

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

(800) 297-0661

(Address, including zip code and telephone number, including area code of Registrant’s and Co-Registrants’ principal executive offices)

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):

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

¨	Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240-14a-12)

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

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

TABLE OF CONTENTS

ITEM 5.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

SIGNATURES

ITEM 5.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 3, 2004, Robert Desrochers, our Executive Vice President of Finance (Principal Financial Officer), announced his resignation from our Company, effective as of that date.

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

Norcraft Holdings, L.P. 8-K