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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: November 8, 2004

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation)
  1-14315
(Commission File Number)
  76-0127701
(I.R.S. Employer
Identification Number)
     
10943 North Sam Houston Parkway West
Houston, Texas
(Address of principal executive offices)
  77064
(Zip Code)

Registrant’s telephone number, including area code: (281) 897-7788

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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




Item 2.02(a). Results of Operations and Financial Condition.

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Item 2.02(a). Results of Operations and Financial Condition.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release issued on November 8, 2004


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     On November 8, 2004, NCI Building Systems, Inc. (“NCI”) issued a press release announcing an increase in its earnings guidance for the fourth quarter of its fiscal 2004, which ended October 31, 2004, to at least $1.05 per diluted share from its previous guidance in a range of $0.80 to $0.83. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

     
Exhibit    
Number
  Description
99.1
  Press Release issued by NCI Building Systems, Inc. on November 8, 2004

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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 thereunto duly authorized.

         
  NCI BUILDING SYSTEMS, INC.
 
 
  By:   /s/ Todd R. Moore    
    Name:   Todd R. Moore   
    Title:   Vice President and General Counsel   
 

Dated: November 8, 2004

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EXHIBIT INDEX

     
Exhibit    
Number
  Description
99.1
  Press Release issued by NCI Building Systems, Inc. on November 8, 2004

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