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 13~~November 10, ~~2005~~2006

Norcraft Holdings, L.P.

Norcraft Companies, L.P.

(Exact name of registrants as specified in their charters)

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
Delaware	333-119696	75-3132727
Delaware	333-114924	36-4231718
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

(Address of Principal Executive Offices, Zip Code)

Registrants’ telephone number, including area code (800) 297-0661

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:

¨	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))

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ITEM 4 2.02~~(a)~~ Results ~~Non-Reliance~~of onOperations ~~Previously~~and ~~Issued~~ Financial ~~Statements or a Related Audit Report or Completed Interim Review~~Condition

ITEM 9.01 Financial Statements and Exhibits

SIGNATURES

Press Release

ITEM 4 2.02~~(a)~~ ~~Non-Reliance~~Results onof ~~Previously~~Operations ~~Issued~~and Financial ~~Statements~~Condition ~~or a Related Audit Report or Completed Interim Review.~~

On ~~August 13~~November 10, ~~2005~~2006, ~~the Audit Committee of the Board of Managers of~~ Norcraft Holdings, L.P. ( “Holdings”), following discussion with Holdings’ management, concluded that the financial statements included in Holdings’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, Holdings’ Annual Report on Form 10-K for the year ended December 31, 2004 and ~~the subsequent Quarterly~~Norcraft ~~Report on Form 10-Q for the quarter ended March 31~~Companies, ~~2005~~L.P. ~~should~~issued ~~no longer be relied upon because of the need to restate the financial statements set forth therein as~~ a ~~result~~press ofrelease anreporting ~~error. Accordingly, Holdings intends to file restated~~ financial ~~statements~~ inresults ~~an amendment to Holdings’ Form 10-Q~~ for the third quarter ended September 30, ~~2004, an amendment to Holdings’ Form 10-K for the year ended December 31, 2004 and an amendment to Holdings’ Form 10-Q for the quarter ended March 31, 2005 as soon as practicable~~2006. The effect of the restatement will be to reclassify from partners’ capital to mezzanine equity certain limited partnership units, and to increase the carrying value of those units. Holdings has discussed the error giving rise to these restatements with its independent registered public accounting firm.

The ~~restatement~~information isincluded ~~a result of an error~~ in ~~the accounting for certain of Holdings’ limited partnership units held by management and previously classified as permanent equity. The limited partnership agreement of~~this ~~Holdings provides that certain employee equity holders may request that Holdings repurchase their limited partnership units upon their death or disability~~Item 2.02 ~~Following such a request, Holdings must use commercially reasonable efforts to repurchase such units, at their current fair value, in a form advisable given the financial condition~~ of ~~Holdings~~Current ~~and~~Report ~~its subsidiaries, and subject to limitations~~ on ~~the~~Form ~~repurchase~~8-K ofshall ~~equity~~not ~~contained~~be indeemed ~~the senior credit facility of Norcraft Companies, L.P. (~~“~~Norcraft~~filed”), ~~the~~for ~~indirect~~purposes ~~wholly-owned subsidiary~~ of ~~Holdings~~, ~~the~~nor ~~indenture~~shall ~~governing~~it ~~Holdings’~~be ~~outstanding~~deemed ~~senior~~incorporated ~~discount~~by ~~notes~~reference in, ~~and~~any ~~the~~filing ~~indenture~~under ~~governing Norcraft’s outstanding senior subordinated notes. Holdings has determined that~~ the ~~partnership~~Securities ~~units~~Act ~~subject~~of to1933 ~~this put request are contingently redeemable shares and should therefore be classified as temporary,~~ or ~~“mezzanine,” equity. Further, to~~ the ~~extent~~Securities ~~that~~Exchange ~~there~~Act ~~is an increase in the fair value~~ of ~~these partnership units~~1934, ~~Holdings~~except ~~will~~as expressly ~~record~~set aforth ~~corresponding~~by ~~increase~~specific reference in ~~the~~such ~~carrying value of these mezzanine partnership units and~~ a ~~reduction in partners’ capital~~filing. ~~The restatement will result in an adjustment of Holdings’ balance sheet.~~

~~Although Holdings has not yet been required to assess and~~ report on the effectiveness of its internal control over financial reporting, it has concluded that it did not maintain effective internal control over financial reporting related to the accounting for contingently redeemable unitsITEM 9.01 ~~Specifically, Holdings~~Financial ~~did~~Statements ~~not maintain effective internal controls over financial reporting to ensure that members’ equity was accurately presented for unique transactions~~ and ~~situations~~Exhibits or that the related redeemable units were appropriately reviewed to ensure compliance with generally accepted accounting principles. Management intends to remediate this material weakness in internal control over financial reporting.

Exhibit 99.1 Press Release dated November 10, 2006.

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: August 18, 2005	By:	/s/ Mark Buller
Date: November 10, 2006	By:	/s/ Leigh Ginter
		Mark Buller
		Leigh Ginter
		Chief Executive Officer
		Chief Financial Officer

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