UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM 10-K
(Mark One)

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 30, 1995

                               OR
                                
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ______________________  

          Commission file number 1-3834

                Continental Materials Corporation
     (Exact name of registrant as specified in its charter)
                                
           Delaware                          36-2274391
 (State or other jurisdiction             (I.R.S. Employer
     of incorporation or                Identification No.)
        organization)                             

 225 West Wacker Drive, Suite                  60606
    1800 Chicago, Illinois                   (Zip Code)
    (Address of principal
      executive offices)
                                
Registrant's telephone number, including area code 312-541-7200

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on
                                          which registered
Common Stock - $.50 par value          American Stock Exchange
                                
Securities registered pursuant to Section 12(g) of the Act: NONE

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.      Yes   X   No

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of the Form 10-K or any amendment  to  this
Form 10-K.  [   ]

      The aggregate market value (based on March 20, 1996 closing
price)  of  voting  stock held by non-affiliates  of  registrant:
Approximately $8,974,000.

  Number of common shares outstanding at March 20, 1996: 1,105,921.

       Incorporation  by  reference:   Portions  of  registrant's
definitive  proxy  statement  for  the  1996  Annual  meeting  of
stockholders  to be held on May 22, 1996 into Part  III  of  this
Form  10-K.   (The definitive proxy statement will be filed  with
the  Securities and Exchange Commission within 120 days after the
close of the fiscal year covered by this Form 10-K.)

     Index to Exhibits: on page 37 hereof.

                                1

<PAGE>

NOTE: References to a "Note" are to the Notes to Consolidated
      Financial Statements which are included on pages 16
      through 24 of this Annual Report on Form 10-K.
      
      


                             PART I
                                
                                
Item 1.   BUSINESS
       

Continental  Materials  Corporation, Inc.  and  its  subsidiaries
(collectively  referred to as the Company) operate  primarily  in
two  industry segments, the Heating and Air Conditioning  segment
and  the  Construction Materials segment.  The  Heating  and  Air
Conditioning segment is comprised of Phoenix Manufacturing,  Inc.
of   Phoenix,  Arizona  and  Williams  Furnace  Co.  of   Colton,
California.   The Construction Materials segment is comprised  of
Castle  Concrete  Company and Transit Mix Concrete  Co.  both  of
Colorado Springs, Colorado.

The  Heating  and  Air  Conditioning  segment  manufactures  wall
furnaces,  console  heaters,  evaporative  air  coolers  and  fan
coil/air  handler product lines.  Numerous models with  differing
heating or cooling capacities as well as exterior appearances are
offered within each line.

The  Construction Materials segment is involved in the production
and  sale  of ready mix concrete and other building materials  as
well  as the exploration, extraction and sale of limestone,  sand
and gravel.

In  addition to the above operating segments, a General Corporate
and   Other  classification  is  utilized  covering  the  general
expenses   of  the  corporate  office  which  provides  treasury,
insurance and tax services as well as strategic business planning
and general management services.

The  Company  has a 30% interest in Oracle Ridge Mining  Partners
(ORMP).   ORMP is a general partnership which operates  a  copper
mine  near  Tucson,  Arizona.  The Company is  not  the  managing
partner of ORMP and thus its operations are accounted for on  the
equity  method  with  the Company's share  of  ORMP's  operations
presented  in  the  other  income  and  expense  section  of  the
Company's operating statements.

Financial  information relating to industry segments  appears  in
Note  12  on  page  24  of  this Form  10-K.   Summary  financial
information  on  ORMP appears in Note 4 on page  19  and  audited
financial statements for ORMP are included in Item 8 of this Form
10-K.  See index to Item 8 on page 12.












                                2

<PAGE>

MARKETING, SALES AND SUPPORT

Marketing

The  Heating  and Air Conditioning segment markets  its  products
throughout  the United States through plumbing, heating  and  air
conditioning  wholesale distributors as well as  direct  to  some
major retail home-centers and other retail outlets.  Phoenix  and
Williams   utilize  independent  manufacturers'  representatives.
Both  companies  also employ a small staff  of  sales  and  sales
support  personnel.  Sales in this segment are  predominantly  in
the  United  States  and  are concentrated  in  the  Western  and
Southwestern   states.   Sales  of  Williams'  furnaces   usually
increase  in the months of September through January.   Sales  of
Phoenix's  evaporative coolers usually increase in the months  of
February  through  June.   In order to  sell  wall  furnaces  and
evaporative  coolers during the off season, Williams and  Phoenix
offer extended payment terms to their customers.

The Construction Materials segment markets its products primarily
through  its  own direct sales representatives and  confines  its
sales  to  the Colorado Springs area.  Sales are made to  general
and  sub-contractors, government entities and  individuals.   The
businesses of Castle and Transit Mix are affected by the  general
economic  conditions  in  Colorado  Springs  (as  it  relates  to
construction)  and weather conditions.  Revenues usually  decline
in the winter months as the pace of construction slows.

During  1995, no customer accounted for 10% or more of the  total
sales of either segment.

Customer Service and Support

The  companies  in  the  Heating  and  Air  Conditioning  segment
maintain  parts departments and help lines to assist contractors,
distributors and end users in servicing the companies'  products.
The  Company  does  not perform installation  services,  nor  are
maintenance or service contracts offered.  In addition,  Williams
holds   training   sessions  at  its  plant   for   distributors,
contractors, utility company employees and other customers.   The
companies  in this segment do not derive any revenue from  after-
sales  service  and  support other than from  parts  sales.   The
companies in the Construction Materials segment routinely take  a
leadership  role  in  formulation of the  products  to  meet  the
strength requirements of their customers.

BACKLOG

At  December  30, 1995, Williams' order backlog was approximately
$600,000  ($900,000 at December 31, 1994) the majority  of  which
represented orders for furnaces.

At  December  30,  1995, Phoenix had a backlog  of  approximately
$3,100,000   ($3,000,000  at  December  31,  1994)   representing
primarily preseason cooler orders.

The  above  backlogs  are  all related to  the  heating  and  air
conditioning  segment and are expected to be  filled  during  the
first quarter of 1996.

At  December  30, 1995, Transit Mix and Castle had a  backlog  of
approximately  $4,300,000  ($3,100,000  at  December  31,   1994)
primarily relating to construction contracts awarded and expected
to be filled during the first half of 1996.

Management  does  not  believe that any  of  the  above  backlogs
represent a trend but rather are indicative only of the timing of
orders received or contracts awarded.

                                3

<PAGE>

Research and Development/Patents

In  general, companies rely upon, and intend to continue to  rely
upon,   unpatented   proprietary  technology   and   information.
However,  recent  research  and  development  activities  in  the
Heating   and  Air  Conditioning  segment  has  lead  to   patent
applications  related to Phoenix' Power Cleaning System  for  the
evaporative  coolers and the configuration of the heat  exchanger
for  Williams' furnaces which has increased efficiency above that
previously  offered  by the industry.  The  amounts  expended  on
research  and  development are not material and are  expensed  as
incurred.   The  Company  believes its interests  in  its  patent
applications,   as  well  as  its  proprietary   knowledge,   are
sufficient for its businesses as currently conducted.


Manufacturing

The  Company  conducts  its manufacturing  operations  through  a
number  of  facilities as more completely described  in  Item  2,
Properties, below.

Due  to  the seasonality of its businesses, Williams and  Phoenix
build  inventory  during  their off  seasons  in  order  to  have
adequate  wall furnace and evaporative cooler inventory  to  sell
during the season.

In general, raw materials required by the Company can be obtained
from various sources in the quantities desired.  The Company  has
no  long-term  supply  contracts and  does  not  consider  itself
dependent on any individual supplier.

Compliance with environmental protection laws and regulations has
not   had   any  material  effect  upon  the  Company's   capital
expenditures, earnings, or competitive position.


Competitive Conditions

Heating  and Air Conditioning - Williams is one of four principal
companies  producing wall furnaces (excluding units sold  to  the
recreational vehicle industry).  The wall furnace market is  only
a  small component of the heating industry.  Williams' covers its
market  area from its plant in Colton, California and a warehouse
in  Ohio.   The sales force consists of Williams' sales personnel
and  manufacturers' representatives.  The entire heating industry
is  dominated  by manufacturers (most of which are  substantially
larger than the Company) selling diversified lines of heating and
air  conditioning units directed primarily toward central heating
and cooling systems.

Williams  also manufactures a line of gas fired console  heaters.
Distribution  is  similar  to wall furnaces  with  the  principal
market  areas in the South and Southeast.  There are  five  other
manufacturers, none of whom is believed to have a dominant  share
of the market.

Williams  is  also a producer of fan coils.  Fan coil  sales  are
usually  obtained  through a competitive bidding  process.   This
market  is  dominated  by  International Environmental  Corp.,  a
subsidiary  of  LSB  Industries,  Inc.,  a  manufacturer   of   a
diversified  line of commercial and industrial  products.   There
are also a number of other companies that produce fan coils.  All
of  the producers compete on the basis of price and timeliness of
delivery.





                                4

<PAGE>

Phoenix  produces  evaporative  air  coolers.   This  market   is
dominated  by Adobe Air.  There is one other principal competitor
plus  a  number of other small companies that produce evaporative
coolers.   All  producers  of  evaporative  air  coolers  compete
aggressively on the basis of price.

Construction  Materials - Transit Mix is one of  three  companies
producing  ready  mix  concrete in  the  Colorado  Springs  area.
Although  Transit  Mix holds a significant share  of  the  market
served,  the  other two competitors compete aggressively  on  the
basis of price.

There are a number of producers of aggregates, sand and gravel in
the  marketing area served by Transit Mix and Castle who  compete
aggressively on the basis of price and service.

Metal  doors  and  door  frames, rebar  reinforcement  and  other
building materials sold in the Colorado Springs metropolitan area
are   subject  to  intense  competition.   Transit  Mix  competes
aggressively  with  two larger companies and a  number  of  small
competitors.   However,  Transit Mix  has  a  slight  competitive
advantage  in that many of its customers also purchase  concrete,
sand  and  aggregates  from Transit Mix and  Castle  whereas  our
competitors  for  these particular product  lines  do  not  offer
concrete, sand or aggregates.


Employees

The  Company  employed  649  persons as  of  December  30,  1995.
Employment varies throughout the year due to the seasonal  nature
of sales and thus to a lesser extent, production.  A breakdown of
the prior three years employment at year end by segment was:

<TABLE>
<CAPTION>
                                     1995     1994     1993
                                     ----     ----     ----
      <S>                             <C>      <C>      <C>
      Heating and Air Conditioning    421      335      371
      Construction Materials          215      203      188
      Corporate Office                 13       14       14
                                      ---      ---      ---     
      Total                           649      552      573
                                      ===      ===      ===
</TABLE>

Factory employees at the Colton, California plant are represented
by the Amalgamated Industrial Workers Union under a contract that
expires in June 1997.  Certain drivers, laborers and mechanics at
the  Colorado Springs facilities are represented by  the  Western
Conference  of  Teamsters  under  a  contract  which  expires  in
February 1998.

The  Company considers relations with its employees and with  its
unions to be good.


Item 2.   PROPERTIES

The  heating  and air conditioning segment operates  out  of  one
owned  (Colton,  California) and one  leased  (Phoenix,  Arizona)
facility.  Both manufacturing facilities utilized by this segment
are,  in  the  opinion  of  management,  in  good  condition  and
sufficient for the Company's current needs.  Productive  capacity
exists  at  the locations such that the Company could exceed  the
highest  volumes  achieved  in prior years  or  expected  in  the
foreseeable future and maintain timely delivery.



                                5

<PAGE>

The  construction  materials segment operates out  of  two  owned
facilities  in  Colorado Springs, Colorado.   Additionally,  this
segment  owns  four  mining properties in four  counties  in  the
vicinity  of  Colorado  Springs, Colorado.   In  the  opinion  of
management,  these four properties contain permitted and  minable
reserves sufficient to service sand, rock and gravel requirements
for the foreseeable future.

The  corporate  office  operates  out  of  leased  facilities  in
Chicago, Illinois.


Item 3.   LEGAL PROCEEDINGS

See Management Discussion and Analysis of Financial Condition and
Results of Operations on pages 8 through 10 and Note 6 on page 20
of this Annual Report on Form 10-K.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


There  were  no  matters submitted to a vote of security  holders
during the fourth quarter of fiscal 1995.


                             PART II
                                
                                
Item 5.  MARKETING FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

Continental  Materials  Corporation  shares  are  traded  on  the
American  Stock  Exchange (AMEX) under the symbol  CUO.   Closing
share  prices for each of the periods set forth below as reported
by the AMEX are:

<TABLE>
<CAPTION>
                                    High      Low
                                    ----      ---
           <S>      <C>            <C>      <C>
           1995     Fourth         13       11 3/4
                    Quarter
                    Third Quarter  13 3/8   12
                    Second         12 7/8   12
                    Quarter
                    First Quarter  12 1/2   10 7/8
                                            
           1994     Fourth         13 3/4   10 7/8
                    Quarter
                    Third Quarter  13 7/8   10 7/8
                    Second         11 3/8   9 1/8
                    Quarter
                    First Quarter  10 3/8    7 7/8

</TABLE>

Trading during the two months ended March 1, 1996 ranged from  11
3/4 to 14 7/8.

At  December  30,  1995,  the  Company  had  approximately  3,200
shareholders of record.

The Company has never paid a dividend.  Payment of cash dividends
is  either limited or requires prior approval by the lenders (see
Note 5 on page 19).  The Company's policy is to reinvest earnings
from  operations, and the Company expects to follow  this  policy
for the foreseeable future.



                                6

<PAGE>

Item 6.   SELECTED FINANCIAL DATA

Selected Financial Data  (Amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                          1995     1994     1993     1992     1991
                          ----     ----     ----     ----     ----
<S>                       <C>      <C>      <C>      <C>      <C>
SUMMARY OF OPERATIONS                                           
Net sales from           
 continuing operations    $75,560  $75,294  $62,495  $60,982  $58,043
                          -------  -------  -------  -------  -------
Net income from                                                 
 continuing operations        681    1,849    1,187    1,201    1,132
Net (loss) income from                                          
discontinued operation         --     (464)     188   (1,064)    (534)
Extraordinary item, net        --       --   (1,335)      --       --
                          -------  -------  -------  -------  -------
Net income                $   681   $1,385  $    40  $   137  $   598
                          =======  =======  =======  =======  ======= 

PER SHARE DATA                                                  
Continuing operations     $   .60   $ 1.62  $  1.02  $  1.02  $   .96
Discontinued operation         --      .16     (.90)    (.45)    (.41)
Extraordinary item             --       --    (1.15)      --       --
                          -------  -------  -------  -------  ------- 
Net income                $   .60  $  1.21  $   .03  $   .12  $   .51
                          =======  =======  =======  =======  =======
Average shares
outstanding during year     1,135    1,140    1,164    1,174    1,174
                          =======  =======  =======  =======  =======
                                                                    
                                                                    
FINANCIAL CONDITION                                                 
Current ratio               2.0:1    2.0:1    2.2:1    2.5:1    2.5:1 
Total assets              $47,223  $48,162  $45,424  $54,916  $55,425
Long-term debt,                                                          
including current          
 portion                    4,011    4,923    6,819   16,114   17,950
Shareholders' equity       27,281   26,789   25,404   25,660   25,523
Ratio of net worth to         
 long-term debt              6.80     5.44     3.73     1.59     1.42
Book value per share      $ 24.04  $ 23.50  $ 22.28  $ 21.86  $ 21.73
                                                                       
                                                                         
CASH FLOWS                                                             
Net cash provided by (used in):                                        
 Operating activities         848    7,191    2,727    4,925    5,132
 Investing activities      (3,751)  (1,884)   6,628   (3,182)  (1,134)
 Financing activities       1,199   (3,596)  (9,914)  (1,836)  (3,112)
                          -------  -------  -------  -------  ------- 
 Net (decrease) increase                                              
 in cash and                                                          
 cash equivalents         $(1,704) $ 1,711  $  (559) $   (93) $   886
                          =======  =======  =======  =======  =======
</TABLE>


                                7

<PAGE>                                

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

(References to a "Note" are to Notes to Consolidated Financial Statements)

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES


Cash  and  cash equivalents declined to $1,074,000  at  year  end
compared  to  $2,778,000 in the prior year.  Cash  provided  from
operations  in 1995 was $848,000 compared to $7,191,000  in  1994
and  the $2,727,000 generated in 1993.  The decrease in net  cash
generated  by  operating activities in 1995  was  mainly  due  to
decreased  levels of accounts payable and accrued expenses.   The
expected  decrease  in  accounts payable was  due  to  the  early
purchase  of raw materials in 1994 for which 1995 price increases
had been announced, and the timing of payments.  The decrease  in
accruals was also expected and was due primarily to the timing of
payments.   The increase in 1994 from the 1993 level was  due  to
the above items.

Net  cash used in investing activities was $3,751,000 in 1995 and
$1,884,000  in  1994.   Net cash of $6,628,000  was  provided  by
investing activities in 1993 primarily as a result of the sale of
Imeco,  Inc.,  which  provided $10,750,000, and  the  receipt  of
$704,000 in proceeds from the sale of an equity investment.  Cash
invested in Oracle Ridge Mining Partners (ORMP) during 1995, 1994
and 1993 was $883,000, $561,000 and $1,194,000, respectively.

Capital  expenditures  for 1995, 1994 and 1993  were  $3,417,000,
$1,775,000   and  $3,677,000,  respectively.    There   were   no
significant commitments for capital expenditures at  the  end  of
1995.   Budgeted  capital  expenditures for  1996,  exclusive  of
equipment  that  may  be  acquired under  operating  leases,  are
approximately  $3,049,000  (primarily  routine  replacements  and
upgrades),  $472,000  more than planned depreciation.   The  1996
expenditures  will be funded from internal sources and  available
borrowing capacity.

In  June 1993, the Company sold Imeco for $10,750,000 in cash and
recognized a $1,050,000 pre-tax gain.  Imeco had been involved in
the  manufacture of thermal transfer equipment, and as  such  was
the  "refrigeration"  component of the  Company's  "Heating,  Air
Conditioning  and Refrigeration" reportable segment.   Subsequent
to  the  sale  of Imeco, the reportable segment has been  renamed
"Heating and Air Conditioning."  In connection with the  sale  of
Imeco,  the Company retained responsibility for product liability
claims involving Imeco equipment occurring prior to the June  30,
1993  sale  date.  To date, three suits have been  filed  against
Imeco for which the Company retained responsibility.  As of  June
30,  1993, the Company was aware of two of the claims.   At  that
time, the Company concluded that it was not liable for one of the
claims  and  not enough information was available for  the  other
claim  to  make  a  reasonable estimate  of  liability,  if  any.
Accordingly,  no  liability was recorded  at  June  30,  1993  in
connection  with  these claims.  At the end of  1993,  management
conducted  a complete review of all legal matters and  determined
that  an accrual of $616,000 was necessary regarding one  of  the
cases  in  accordance  with  the  requirements  of  Statement  of
Financial  Accounting  Standards (SFAS) No.  5,  "Accounting  for
Contingencies."  The fourth quarter 1994 results were reduced  by
$726,000, $426,000 after related tax benefits, as a result of new
developments  related  to these product  liability  matters.   In
March  1995, the Company settled the suit brought by ConAgra  and
its  insurance carrier.  The amount of the settlement  was  fully
reserved  as  of December 31, 1994.  The suit involving  personal
injury  was  settled  during March  1996.   The  amount  of  this
settlement was also fully reserved as of December 31, 1994.   The
remaining  claim  against Imeco was withdrawn during  1995.   See
Notes 2 and 6.
                                8


<PAGE>

During  1995,  cash  of  $1,199,000  was  provided  by  financing
activities.  Borrowings of $2,300,000 against the short-term line
of  credit  were  offset by the net long-term debt  repayment  of
$912,000.  Cash of $189,000 was used to acquire 15,357 shares  of
treasury stock.  During 1994, cash of $3,596,000 was used to  pay
off  the  short-term  line of credit and the scheduled  long-term
debt  payments.   During  1993, cash of $9,914,000  was  used  in
financing  activities.  The Company used cash from  the  sale  of
Imeco,  $1,700,000 of borrowings under the line of credit  and  a
portion  of  the  $3,500,000 received from an  amendment  to  the
Company's  credit agreement with two banks, to repay  $12,795,000
of  fixed rate long-term debt and the related prepayment  penalty
of  $2,023,000.  In addition, the Company acquired 34,000  shares
of treasury stock for $296,000 during 1993.

In  February 1996, the Company renegotiated its credit  agreement
with  two banks.  The new agreement provides for a term  loan  of
$4,000,000  to replace the existing term loan, and  an  increased
revolving credit facility of $14,500,000 for funding of  seasonal
sales programs at Williams Furnace Co. and Phoenix Manufacturing,
Inc.   The  line is also used for stand-by letters of  credit  to
insurance  carriers in support of deductible  amounts  under  the
Company's  insurance  program.   All  borrowings  under  the  new
agreement are unsecured and bear interest at prime or an adjusted
LIBOR rate.  See Note 5.

The  Company anticipates the primary source of cash flow in  1996
to   be   from  its  operating  subsidiaries.   This  cash  flow,
supplemented by the line of credit, is sufficient to cover normal
and  expected  future cash needs, including  servicing  debt  and
planned capital expenditures.

The  Company  purchases  insurance coverage  for  property  loss,
workers'  compensation, general, product and automobile liability
maintaining   certain  levels  of  retained  risk   (self-insured
portion).   Provisions for claims under the self-insured  portion
of  the policies are recorded in accordance with the requirements
of  SFAS  No.  5.   The  accrual for  workers'  compensation  and
automobile  liability claims covers occurrences through  December
30,  1995.   There were no unasserted claims as of  December  30,
1995,  that  required a reserve or disclosure in accordance  with
SFAS No. 5.

During 1995, The Financial Accounting Standards Board issued  two
new  pronouncements, SFAS No. 121 and No. 123, which are relevant
to  the Company's operations.  SFAS No. 121 addresses "Accounting
for The Impairment of Long-Lived Assets and for Long-Lived Assets
To  Be Disposed Of" while SFAS No. 123 addresses "Accounting  for
Stock-Based  Compensation."  Both statements  are  effective  for
fiscal  years  beginning after December 15,  1995.   The  Company
intends  to adopt both SFAS No. 121 and No. 123 in 1996 and  does
not  believe either will have a material effect on the  Company's
financial position or results of operations.














                                9


<PAGE>

OPERATIONS
1995 vs. 1994


Consolidated  net  sales  from  continuing  operations  increased
$266,000.   The  net  sales of the Heating and  Air  Conditioning
segment  rose  slightly while the net sales of  the  Construction
Materials  segment  declined slightly compared  to  the  previous
year.   Sales at Phoenix rose due to new customers and  a  strong
pre-season  sales  program during the fourth quarter.   Sales  at
Williams  declined slightly due to new competitive  products.   A
decline  in sales in the Northern California region was  possibly
due  to  publicity of the heat exchanger matter concerning  units
manufactured by Williams prior to 1995 (see Note 6).

The  Company experienced a high level of price competition at all
of  its  subsidiaries  which is expected to continue  into  1996.
During 1995, inflation was not a significant factor at any of the
operations.

Cost of sales (exclusive of depreciation and depletion) increased
from  76%  to  77%  due  to product mix in the  Heating  and  Air
Conditioning segment.

Selling  and administrative expenses increased $995,000 (8%)  due
to  legal  and other expenses incurred in regard to the  Williams
Furnace  heat exchanger matter, additional costs associated  with
new products marketing and the accrual of future compensation  to
be  paid  to the Company's former president.  As a percentage  of
sales,  selling and administrative expense increased from 16%  to
17%.

The  decrease  in the operating income reflects the  increase  in
cost  of  sales  as well as the higher selling and administrative
expense.

The  increase  in interest expense of $45,000 reflects  a  higher
interest rate partially offset by lower average borrowings.

The Company recorded a loss of $922,000 related to its investment
in  ORMP.  This loss represents the Company's share (30%) of  the
loss of the partnership for 1995 as well as a $172,000 write down
of  the  carrying  value of the investment to  management's  best
estimate of net realizable value, $1,500,000, as of December  30,
1995.  Production at the mine was halted in February 1996 as  the
partners  are reassessing their plans, including a possible  sale
of the mine.

There  were no charges against the discontinued operation  during
1995.  See "Financial Condition, Liquidity and Capital Resources"
for further discussion.

The  Company's  1995  effective income tax rate  on  income  from
continuing   operations  (24.8%)  reflects  federal   and   state
statutory rates adjusted for non-deductible and other tax  items.
The   current  year  was  favorably  impacted  by  a  substantial
percentage depletion allowance. See Note 10.









                               10

<PAGE>


OPERATIONS
1994 vs. 1993


Consolidated  net  sales  from  continuing  operations  increased
$12,799,000  (21%).   A  majority of  the  increase  ($7,698,000)
occurred  in the Construction Materials segment.  Strong economic
conditions  and  mild weather patterns led to high  sales  levels
throughout  the year, including the normally slow winter  months.
The  Heating and Air Conditioning segment also realized gains  of
$5,100,000.  Sales at Williams increased 4% while Phoenix  posted
a  28% increase.  The latter increase was mainly attributable  to
hot and dry weather patterns in the areas serviced.

A  high level of price competition was experienced at all of  the
Company's subsidiaries during 1994.  The Company also experienced
some  increases  in  the cost of key raw materials  during  1994.
Selling prices were increased to recover some but not all of such
cost increases.

Cost  of sales (exclusive of depreciation and depletion) remained
consistent at 76% between years.  The 1.7% decline in the Heating
and  Air  Conditioning segment, due to price competition and  the
raw  material  cost increases, was offset by 1.5% improvement  in
the Construction Materials segment due mainly to increased volume
as a relatively large portion of its operating costs and expenses
are fixed in nature.

Selling   and  administrative  expenses  rose  $1,297,000   (12%)
although they declined as a percentage of net sales from  17%  to
16%.

The increase in operating income is mainly due to the increase in
net sales.

The Company recorded a loss of $545,000 related to its investment
in  ORMP compared to $1,188,000 in the prior year.  The reduction
in  the  loss  is attributed to increased production  and  higher
copper  prices as well as nonrecurring development costs incurred
in  the  prior year.  In 1993, the project was shut  down  for  a
three-month  period  to  install  equipment  and  facilities   to
increase  production and improve copper recovery.  Copper  prices
increased throughout 1994, beginning around 74 cents per pound in
January  and  ending  at  $1.38.  During  1994,  the  partnership
entered into a one-year agreement beginning September 1994  which
fixes  the price that the partnership receives for the copper  it
produces  at  $1.07  per  pound on approximately  50%  of  ORMP's
production.   Copper  prices  have  historically  been,  and  are
expected to remain volatile.

Discussion  of  the  discontinued operation  and  the  prepayment
penalty   is   presented  above  under  the  heading   "Financial
Condition, Liquidity and Capital Resources."

The Company's effective income tax rate on income from continuing
operations  (34.2%)  reflects federal and state  statutory  rates
adjusted for the effect of non-deductible expenses and other  tax
items.    The   current  year  was  favorably   impacted   by   a
substantially  higher percentage depletion allowance.   The  1993
rate  was  favorably influenced by the reversal  of  $305,000  of
certain  income tax contingencies related to matters resolved  in
favor of the Company. See Note 10.





                               11

<PAGE>


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                                      PAGE
                                          
                                          
Financial  Statements and  Schedule of Continental
Materials  Corporation  and  report thereon:
                                          
 Consolidated statements of operations and
  retained earnings for fiscal years
  1995, 1994 and 1993                                  13
                                          
 Consolidated statements of cash flows
  for fiscal years ended 1995, 1994 and 1993           14
                                          
 Consolidated  balance  sheets   at       
  December 30, 1995 and December 31, 1994              15
                                          
 Notes  to  consolidated  financial statements         16-24
                                          
 Report of Independent Accountants                     25
                                          
Financial Statements of Oracle            
Ridge  Mining Partners  and  report thereon:
                                          
 Independent Auditors' Report                          26
                                          
 Balance sheet at December 31, 1995 and
  December 31, 1994                                    27
                                          
 Statement of operations for the year ended
  December 31, 1995 and fourteen-month
  period ended December 31, 1994                       28
                                          
 Statement of partners' deficit for the year
  ended December 31, 1995 and fourteen-month
  period ended December 31, 1994                       29
                                          
 Statement of cash flows for the year ended
  December 31, 1995 and fourteen-month
  period ended December 31, 1994                       30
                                          
 Notes to financial statements                         31-35
 





                               12
                                

<PAGE>

Continental Materials Corporation
Consolidated Statements of Operations and Retained Earnings
For Fiscal Years 1995, 1994 and 1993
(Amounts in thousands, except per share data)

<TABLE>
<CAPTION>

                                               1995        1994        1993
                                           --------     --------     --------
 <S>                                       <C>          <C>          <C>
 NET SALES                                 $ 75,560     $ 75,294     $ 62,495
                                                                            
 COSTS AND EXPENSES                                                         
 Cost of sales (exclusive of                                                
  depreciation and depletion)                58,497       57,244       47,648
 Depreciation and depletion                   2,278        2,311        2,353
 Selling and administrative                  12,779       11,784       10,487
                                           --------     --------     --------
 Operating income                             2,006        3,955        2,007
 Interest expense                              (812)        (767)        (770)
 Gain on sale of equity investment               --          --           794
 Equity loss from mining partnership           (922)       (545)       (1,188)
 Other income, net                              634         168           252
                                           --------     --------     --------
 Income from continuing operations                                          
  before income taxes                           906        2,811        1,095
 Income tax provision (benefit)                 225          962          (92)
                                           --------     --------     --------
 Income from continuing operations              681        1,849        1,187
 Discontinued operation, net of tax:                                         
  (Loss) from discontinued operation             --           --         (637)
  (Loss) gain on sale of                                                     
    discontinued operation                       --         (464)         825
                                           --------     --------     --------
  (Loss) gain from discontinued operation        --         (464)         188
                                           --------     --------     --------
 Income before extraordinary item               681        1,385        1,375
 Extraordinary item, net of tax:                                            
  Prepayment penalty on early                                               
   extinguishment of debt                        --           --       (1,335)
                                           --------     --------     --------
 Net income                                     681        1,385           40
 Retained earnings, beginning of year        25,137       23,752       23,712
                                           --------     --------     --------
 Retained earnings, end of year            $ 25,818     $ 25,137     $ 23,752
                                           ========     ========     ========
 Net income (loss) per share:                                               
  Continuing operations                    $    .60     $   1.62     $   1.02
  Discontinued operation                         --         (.41)         .16
  Extraordinary (loss)                           --           --        (1.15)
                                           --------     --------     --------
  Net income per share                     $    .60     $   1.21     $    .03
                                           ========     ========     ========
 Weighted average shares outstanding          1,135        1,140        1,164
                                           ========     ========     ========

</TABLE>

  The accompanying notes are an integral part of the financial statements.
                                

                               13

<PAGE>

Continental Materials Corporation
Consolidated Statements of Cash Flows For Fiscal Years 1995, 1994, and 1993
(Amounts in thousands)

<TABLE>
<CAPTION>

                                                    1995      1994      1993
                                                 -------   -------   -------
<S>                                              <C>       <C>       <C>
Operating activities:                                                       
 Net income                                      $   681   $ 1,385   $    40
 Adjustments to reconcile net income to net                                 
  cash provided by operating activities:                                    
  Depreciation and depletion                       2,278     2,311     2,854
  Deferred income tax benefit                       (282)      (66)     (971)
  Provision for doubtful accounts                     60       148        79
  Gain on disposition of property and equipment     (459)     (133)      (18)
  Gain on sale of equity investment                   --        --      (794)
  Gain on sale of discontinued operation              --        --    (1,050)
  Loss on early retirement of debt                    --        --     2,023
  Equity loss from mining partnership                922       545     1,188
Changes in operating assets and liabilities,                               
 net of effects from sale of subsidiary:                                    
  Receivables                                       (842)   (1,395)     (841)
  Inventories                                      1,840       (61)      404
  Prepaid expenses                                     8       (92)       38
  Income taxes                                        21      (145)     (374)
  Accounts payable and accrued expenses           (3,267)    5,037        49
  Other                                             (112)     (343)      100
                                                 -------   -------   -------
Net cash provided by operating activities            848     7,191     2,727
                                                 -------   -------   -------
Investing activities:                                                      
  Capital expenditures                            (3,417)   (1,775)   (3,677)
  Investment in mining partnership                  (883)     (561)   (1,194)
  Return of investment in environmental                                     
   managment venture                                  --       250        --
  Proceeds from sale of property and equipment       549       202        45
  Proceeds from sale of equity investment             --        --       704
  Proceeds from sale of discontinued operation        --        --    10,750
                                                 -------   -------   -------
Net cash (used in) provided by investing          (3,751)   (1,884)    6,628
                                                 -------   -------   -------
Financing activities:                                                       
  Borrowings (repayment) under revolving                                   
  credit facilitiy                                 2,300    (1,700)    1,700
  Long-term borrowings                               500        --     3,500
  Repayment of long-term debt                     (1,412)   (1,896)  (12,795)
  Prepayment penalty                                  --        --    (2,023)
  Payments to acquire treasury stock                (189)       --      (296)
                                                 -------   -------   -------
Net cash provided by (used in)                                              
 financing activities                              1,199    (3,596)   (9,914)
                                                 -------   -------   -------
Net (decrease) increase in cash and cash                                   
 equivalents                                      (1,704)    1,711      (559)
Cash and cash equivalents:                                                 
  Beginning of year                                2,778     1,067     1,626
                                                 -------   -------   -------
  End of year                                    $ 1,074   $ 2,778   $ 1,067
                                                 =======   =======   =======
                                                                            
Supplemental disclosures of cash flow items:                               
Cash paid during the year for:                                             
  Interest                                       $   812   $   773   $ 1,335
  Income taxes                                       500       916       546

</TABLE>

Supplemental Schedule of non-cash investing and financing activities:
A portion of the proceeds from the sale of equity investment was in the
form of preferred stock valued at $90.
A portion of the 1995 proceeds from sale of property and equipment was
in the form of a note receivable valued at $162.
                                
                                
  The accompanying notes are an integral part of the financial statements.
                                

                               14



<PAGE>

Continental Materials Corporation
Consolidated Balance Sheets  December 30, 1995 and December 31, 1994
(Amounts in thousands except share data)

<TABLE>
<CAPTION>

                                                December 30,     December 31,
                                                    1995             1994   
                                                ------------     ------------
<S>                                             <C>              <C>
ASSETS                                                                      
Current assets:                                                             
 Cash and cash equivalents                      $      1,074     $      2,778
 Receivables less allowance of $259 and $248          12,158           11,376
 Inventories                                          14,657           16,497
 Prepaid expenses                                      2,206            1,505
                                                ------------     ------------
     Total current assets                             30,095           32,156
                                                ------------     ------------
Property, plant and equipment:                                              
 Land and improvements                                 1,713            1,713
 Buildings and improvements                            7,731            7,731
 Machinery and equipment                              41,078           38,617
 Mining properties                                     2,170            2,329
 Less accumulated depreciation and depletion         (38,079)         (36,664)
                                                ------------     ------------
                                                      14,613           13,726
Other assets:                                   ------------     ------------
 Investment in mining partnership                      1,500            1,539
 Other                                                 1,015              741
                                                ------------     ------------
                                                       2,515            2,280
                                                ------------     ------------
                                                $     47,223     $     48,162
                                                ============     ============
LIABILITIES                                                                 
Current liabilities:                                                        
 Bank loan payable                              $      2,300     $         --
 Current portion of long-term debt                     1,011            1,411
 Accounts payable                                      4,037            7,017
 Income taxes                                             31               10
 Accrued expenses:                                                          
  Compensation                                         1,853            1,836
  Reserve for self-insured losses                      2,984            3,278
  Profit sharing                                       1,031            1,146
  Other                                                1,538            1,433
                                                ------------     ------------  
 Total current liabilities                            14,785           16,131
                                                ------------     ------------
Long-term debt                                         3,000            3,512
                                                ------------     ------------
Deferred income taxes                                  2,157            1,730
                                                ------------     ------------
                                                                            
Commitments and contingencies (Notes 6 and 8)   ------------     ------------
                                                                             
SHAREHOLDERS' EQUITY                                                        
Common shares, $.50 par value; authorized                                   
 3,000,000 shares; issued 1,326,588 shares               663              663
Capital in excess of par value                         3,484            3,484
Retained earnings                                     25,818           25,137
Treasury shares                                       (2,684)          (2,495)
                                                ------------     ------------
                                                      27,281           26,789
                                                ------------     ------------
                                                $     47,223     $     48,162
                                                ============     ============
                                
</TABLE>
                                
  The accompanying notes are an integral part of the financial statements.
                                

                               15

<PAGE>

Notes to Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The   consolidated   financial  statements  include   Continental
Materials  Corporation and all of its subsidiaries (the Company).
The  equity  method of accounting is used for the  Company's  30%
interest  in Oracle Ridge Mining Partners (ORMP).  Certain  prior
years' amounts have been reclassified to conform with the current
presentation.

Use of Estimates in the Preparation of Financial Statements
The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities as of December 30, 1995 and December 31, 1994 and the
reported  amounts  of revenues and expenses during  each  of  the
three  years  in  the  period ended December  30,  1995.   Actual
results could differ from those estimates.

Inventories
Inventories are valued at the lower of cost or market.   Cost  is
determined  using  the  last-in,  first-out  (LIFO)  method   for
approximately 88% of total inventories at December 30, 1995  (88%
at  December  31,  1994).   The cost of all  other  inventory  is
determined by the first-in, first-out (FIFO) method.

Property, Plant and Equipment
Property,  plant and equipment are carried at cost.  Depreciation
is provided over the estimated useful lives of the related assets
using the straight-line method as follows:

               Buildings ....................10 to 31 years
               Leasehold improvements .......Terms of leases
               Machinery and equipment ......3 to 10 years

Depletion  of rock and sand deposits is computed by the  unit-of-
production method based upon estimated recoverable quantities  of
rock and sand.

The  cost of property sold or retired and the related accumulated
depreciation or depletion are removed from the accounts  and  the
resulting gain or loss is reflected in other income.  Maintenance
and  repairs are charged to expense as incurred.  Major  renewals
and betterments are capitalized and depreciated over their useful
lives.

Retirement Plans
The  Company  and certain subsidiaries have various  contributory
profit  sharing  retirement plans for  specific  employees.   The
plans   allow   qualified  employees   to   make   tax   deferred
contributions  pursuant to Internal Revenue Code Section  401(k).
The  Company makes annual contributions, at its discretion, based
primarily on profitability.  Costs under the plans are charged to
operations as incurred.

Reserve for Self-Insured Losses
The Company's risk management program provides for certain levels
of loss retention for workers' compensation, automobile liability
and  general and product liability claims.  The components of the
reserve have been recorded in accordance with the requirements of
Statement  of  Financial  Accounting  Standards  (SFAS)  No.   5,
"Accounting  for  Contingencies" and represent management's  best
estimate  of  future liability for known claims  based  upon  the
Company's  history  of  claims paid.  There  were  no  unasserted
claims  as  of  December  30,  1995 that  require  a  reserve  or
disclosure in accordance with SFAS No. 5.

                               16


<PAGE>

Cash and Cash Equivalents
The   Company   considers  all  highly  liquid  debt  instruments
purchased  with  a maturity of three months or less  to  be  cash
equivalents.

Income Taxes
Income   taxes  are  reported  consistent  with  SFAS  No.   109,
"Accounting for Income Taxes."  Deferred taxes reflect the future
tax   consequences   associated  with  the  differences   between
financial accounting and tax bases of assets and liabilities.

Concentration of Credit Risk
Financial  instruments, which potentially subject the Company  to
concentrations  of  credit  risk, consist  principally  of  trade
receivables and temporary cash investments.  The Company  invests
its  excess  cash  in commercial paper of companies  with  strong
credit  ratings.   These securities typically  mature  within  30
days.   The  Company  has not experienced  any  losses  on  these
investments.

The  Company performs ongoing credit evaluations of its customers
and generally does not require collateral.  The Company maintains
reserves  for potential credit losses and such losses  have  been
within  management's expectations.  See Note 12 for a description
of  the  Company's  customer base and  geographical  location  by
segment.

Fiscal Year End
The  Company's  fiscal year end is the Saturday nearest  December
31.  Fiscal 1995, 1994 and 1993 each consist of 52 weeks.


2. DISCONTINUED OPERATION
In  June 1993, the Company sold its Imeco, Inc. subsidiary for  a
cash  payment  of  $10,750,000.  Imeco had been involved  in  the
manufacture  of thermal transfer equipment, and as such  was  the
"refrigeration"   component  of  the  Company's   "Heating,   Air
Conditioning  and Refrigeration" reportable segment.   Subsequent
to  the  sale  of Imeco, the reportable segment has been  renamed
"Heating  and  Air Conditioning" representing the  businesses  of
Williams  Furnace Co. and Phoenix Manufacturing, Inc.   The  sale
resulted  in a pre-tax gain of $1,050,000 ($825,000 after-tax  or
$0.71 per share).

The  Company retained responsibility on product liability  claims
involving  Imeco equipment occurring prior to the June  30,  1993
sale  date.   To date, three suits have been filed against  Imeco
for  which the Company retained responsibility.  As of  June  30,
1993,  the Company was aware of two of the claims.  At that time,
the  Company  concluded that it was not liable  for  one  of  the
claims  and  not enough information was available  on  the  other
claim  to  make a reasonable estimate of the liability,  if  any.
Accordingly,  no  liability was recorded  at  June  30,  1993  in
connection  with  these claims.  At the end of  1993,  management
conducted  a complete review of all legal matters and  determined
that  an accrual of $616,000 was necessary regarding one  of  the
cases  in accordance with the requirements of SFAS No. 5.  During
the  fourth  quarter  of  1994, the  Company,  based  on  updated
information, recorded an additional $726,000 ($464,000  after-tax
or  $0.41  per share).  The last of these claims was  settled  in
early March 1996.  See Note 6.

The results of Imeco have been reported separately as a component
of  discontinued  operations  in the Consolidated  Statements  of
Operations  and  Retained  Earnings.  Net  sales  of  Imeco  were
$7,513,000 for the six months ended June 30, 1993.

                                
                                
                               17

<PAGE>

3. INVENTORIES
Inventories consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>

                            December 30,     December 31,
                                1995             1994
                            ------------     ------------
         <S>                <C>              <C>
         Finished goods     $      8,038     $      8,882
         Work in process           2,282            2,208
         Raw materials                                 
           and supplies            4,337            5,407
                            ------------     ------------
                            $     14,657     $     16,497
                            ============     ============

</TABLE>
                                                                 
                                                                 
If  inventories valued on the LIFO basis were valued  at  current
costs,  inventories would be higher as follows: 1995--$2,626,000;
1994--$2,716,000; 1993--$2,456,000.

Reduction  in  inventory  quantities  during  1995  resulted   in
liquidation of LIFO inventory layers carried at costs which  were
lower  than  the costs of current purchases.  The effect  of  the
reduction  in  1995,  recorded in  the  fourth  quarter,  was  to
decrease  cost  of goods sold by approximately  $192,000  and  to
increase net earnings by $119,000 or $.10 per share.


4. INVESTMENT IN MINING PARTNERSHIP
The  Company  has  a 30% ownership interest in  ORMP,  a  general
partnership  which operates a copper mine primarily  situated  in
Pima County, Arizona.  The equity method of accounting is used to
include  30%  of  ORMP's  income  and  losses  in  the  Company's
consolidated financial statements.

Production  at  the  mine  was halted in  February  1996  as  the
partners are reassessing their plans including a possible sale of
the  mine.  The investment in mining partnership has been written
down  to  management's  best estimate of  net  realizable  value,
$1,500,000, as of December 30, 1995.  This value is based on  the
estimated  fair  market value of the partnership's  property  and
assets  less  liabilities at that date.  The  related  impairment
loss,  $172,000,  is included in the $922,000  equity  loss  from
mining  partnership.   The  amounts the Company  will  ultimately
realize could differ materially in the near term from the amounts
assumed   in  arriving  at  the  loss  included  in  the  current
statements.   Concurrently, the partnership also wrote  down  the
assets to their estimated net realizable value.













                               18

<PAGE>

The Company's interest in the assets, liabilities, and results of
operations  of  ORMP as of and for the years ended  December  31,
1995 and 1994 is summarized as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                            1995        1994
                                          -------     -------
<S>                                       <C>         <C>
Current assets                            $ 1,259     $ 1,300
Non-current assets                          7,054       8,259
Current liabilities                        (3,044)     (2,065)
Equity and advances of other          
 joint venturer                            (3,793)     (5,350)
                                          -------     -------
Interest in net assets                      1,476       2,144
Difference between interest in net assets             
 and carrying value of investment              24        (605)
                                          -------     -------
Investment at December 31                 $ 1,500     $ 1,539
                                          =======     =======
 
Net sales                                 $ 6,888     $ 5,953
                                          =======     =======
Gross profit                               (1,070)       (846)
                                          =======     =======
Net loss                                  $(5,177)    $(1,973)
                                          =======     =======
Share of loss reflected in Company's
 Statement of Operations                  $  (922)    $  (545)
                                          =======     =======
</TABLE>

Included  in  the  partnership  net  loss  of  $5,177,000  is  an
adjustment  to  the  partnership's  asset  basis  not  previously
reflected in the Company's carrying value of the investment.


5. LONG-TERM DEBT
Long-term debt consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>
                               December 30,         December 31,
                                   1995                 1994     
                               ------------         ------------
     <S>                       <C>                  <C>         
     Unsecured term loan       $      4,000         $      4,900
     Other                               11                   23
                               ------------         ------------
                                      4,011                4,923
     Less current portion             1,011                1,411
                               ------------         ------------
                               $      3,000         $      3,512
                               ============         ============
</TABLE>


The Company signed a new Revolving Credit and Term Loan Agreement
(the  Agreement) in February 1996.  The above table reflects  the
payback   schedule  in  the  Agreement.   Both   facilities   are
unsecured.   The  term  loan is payable in semi-annual  principal
installments  of $500,000 with final payment of all  then  unpaid
principal, on February 15, 1999, including the extension periods.
The  loan bears interest at prime or an adjusted LIBOR rate.  The
unsecured term loan in effect at December 30, 1995 bore  interest
at prime (prime was 8.5% at December 30, 1995).

The  Company  is  required by the Agreement to  maintain  certain
levels  of  consolidated tangible net worth,  to  attain  certain
levels of cash flow (as defined) on a rolling four-quarter basis,
and  to  maintain certain ratios including consolidated  debt  to
earnings  before  interest, taxes, depreciation and  amortization
and   excluding   extraordinary  items.   Additional   borrowing,
acquisition  of  stock of other companies, purchase  of  treasury
shares  and  payment  of  cash dividends are  either  limited  or
require prior approval by the lenders.


                               19

<PAGE>

Aggregate  long-term debt matures as follows under the  Agreement
(amounts in thousands):

<TABLE>
                  <S>              <C>
                  1996             $1,011
                  1997              1,000
                  1998              1,000
                  1999              1,000
                                   ------
                                   $4,011
                                   ======
</TABLE>

During  both  1995  and  1994,  the  Company  had  a  $12,000,000
unsecured line of credit with two banks to be used for short-term
cash  needs and standby letters of credit.  Interest was  charged
at  the  rate  of prime on cash borrowings (prime  plus  1/4%  in
1994).   The  weighted average interest rate was 8.9% for  fiscal
1995  and  7.2%  for  fiscal 1994.  The  outstanding  balance  at
December  30,  1995  was $2,300,000.  There  was  no  outstanding
balance  at December 31, 1994.  The Agreement, signed in February
1996,  provides for a $14,500,000 line of credit through February
15, 1999.

At   December  30,  1995,  the  Company  had  letters  of  credit
outstanding  totalling approximately $4,158,000  which  primarily
guarantee various insurance activities.


6. COMMITMENTS AND CONTINGENCIES
As  discussed  in Note 2, the Company retained the responsibility
related to incidents involving Imeco products occurring prior  to
June  30,  1993.   During 1992 ConAgra, Inc.  d/b/a  Armour  Food
Company  and  its  insurance carrier, Arkwright Mutual  Insurance
Company,  each filed suit against Imeco and Central  Ice  Machine
Company  in  the District Court of Douglas County, Nebraska.   In
March  1995,  the Company settled the suit.  The  amount  of  the
settlement was fully reserved as of December 31, 1994.  Imeco was
also named as one of the defendants in a product liability matter
in  which  an  individual was seriously injured  while  servicing
equipment  manufactured  by Imeco.  In March  1996,  the  Company
settled  the suit.  The amount of this settlement was also  fully
reserved  as of December 31, 1994.  During 1995, the  third  suit
was  dropped with no settlement cost to the Company.   There  are
currently no known asserted or unasserted claims involving  Imeco
products for which the Company has retained responsibility.   See
Note 2.

During 1995, Williams Furnace Co. was notified by Pacific  Gas  &
Electric (PG&E) that a recent inspection had discovered a  higher
than  normal  incidence of cracks in the heat  exchanger  of  two
models  of  furnaces  manufactured by  Williams  prior  to  1995.
Independent engineering reports indicate that there is no  safety
hazard  arising from these cracks.  However, PG&E has  undertaken
the replacement of approximately 5,900 units purchased during the
period.  The Consumer Products Safety Commission (CPSC) has  been
notified  and  Williams  is working with independent  engineering
firms  and the CPSC to resolve the matter.  To date, Williams  is
aware  of  one  claim  alleging injury  due  to  a  cracked  heat
exchanger.  Management believes the ultimate resolution  of  this
matter  will not have a material adverse effect on the  Company's
results  of  operations or financial position.  Williams  is  not
aware of any other claims related to these matters and management
has  concluded  that no additional amounts should be  accrued  in
accordance with the requirements of SFAS No. 5.

The  Company is also involved in other litigation matters related
to  its  continuing business.  In the Company's opinion, none  of
these  proceedings, when concluded, will have a material  adverse
effect  on  the  Company's  results of  operations  or  financial
position.


7. SHAREHOLDERS' EQUITY
Four hundred thousand shares of preferred stock ($.50 par value)
are authorized and unissued.

                               20

<PAGE>

There was no treasury shares activity during 1994.  Activity for
1995 and 1993 was as follows (dollars in thousands):

<TABLE>
<CAPTION> 
                                      Number            
                                        of                
                                      shares          Cost
                                     -------        ------
      <S>                            <C>            <C>
      Balance at January 1, 1993     152,310        $2,199
      Purchase of treasury shares     34,000           296
                                     -------        ------
      Balance at January 1                     
       and December 31, 1994         186,310         2,495
      Purchase of treasury shares     15,357           189
                                     -------        ------
     Balance at December 30, 1995    201,667        $2,684
                                     =======        ======

</TABLE>

A  Stock Option Plan (the Plan) provides for grants of options at
option  prices established by the Compensation Committee  of  the
Board of Directors.  Option prices may not be less than the  fair
market value of the stock at the date of the grant.  Options  are
exercisable for a period of no more than ten years from the  date
of  grant  depending upon increases in the trading value  of  the
stock.   The Company has reserved 180,000 shares for distribution
under  the Plan.  No options were outstanding as of December  31,
1994.   During 1995, 78,000 options were granted at  an  exercise
price  of $13.125.  Of the 78,000 outstanding options at December
30, 1995, none are exercisable.


8. RENTAL EXPENSE, LEASES AND COMMITMENTS
The Company leases certain of its facilities and equipment and is
required  to  pay the related taxes, insurance and certain  other
expenses.    Rental  expense  was  $2,006,000,   $1,694,000   and
$1,964,000 for 1995, 1994 and 1993, respectively.

Future  minimum rental commitments under non-cancelable operating
leases for 1996 and thereafter are as follows:  1996--$1,555,000;
1997--$1,079,000;   1998--$1,026,000;   1999--$882,000;    2000--
$398,000; and thereafter--$917,000.

The Company also receives annual rental income of $145,000 from a
building it owns.  The related lease expires in January 2003  and
contains renewal options.


9. RETIREMENT PLANS
As  discussed in Note 1, the Company maintains retirement benefit
plans  for  eligible employees.  Total plan expenses  charged  to
operations  were $979,000, $1,165,000 and $745,000 in 1995,  1994
and 1993, respectively.


10. INCOME TAXES
The provision (benefit) for income taxes is summarized as follows
(amounts in thousands):

<TABLE>
<CAPTION>

                         1995         1994         1993
                         ----         ----         ----
      <S>                <C>          <C>          <C>
      Federal:Current    $  506       $   785      $   121
              Deferred     (253)         (131)        (842)
      State:  Current         1            61           25
              Deferred      (29)          (15)        (154)
                         ------       -------      -------
                         $  225       $   700      $  (850)
                         ======       =======      =======

</TABLE>


                               21


<PAGE>

The provision (benefit) for income taxes has been allocated as
follows (amounts in thousands):

<TABLE>
<CAPTION>
                                     1995         1994         1993
                                    ------       ------       ------
      <S>                           <C>          <C>          <C>
      Continuing operations         $  225       $  962       $  (92)
      Discontinued operations           --         (262)         (70)
      Extraordinary item                --           --         (688)
                                    ------       ------       ------
                                    $  225       $  700       $ (850)
                                    ======       ======       ======
</TABLE>

The difference between the tax rate on income from continuing
operations for financial statement purposes and the federal
statutory tax rate was as follows:

<TABLE>
<CAPTION>
                                             1995         1994        1993
                                            ------       ------      ------ 
<S>                                         <C>          <C>         <C>     
Statutory tax rate                           34.0%        34.0%       34.0%
Percentage depletion                        (13.0)        (5.1)        (.7)
State income taxes, net of federal benefit    1.6          1.0       (12.7)
Non-deductible expenses                       1.4           .5          .6
Reduction of tax contingency recorded                                    
 in the fourth quarter                         --           --       (27.9)
Other                                          .8          3.8        (1.7)
                                            -----        -----       -----
                                             24.8%        34.2%       (8.4)%
                                            =====        =====       ======
</TABLE>

For   financial  statement  purposes,  deferred  tax  assets  and
liabilities  are  recorded at a blend of  the  current  statutory
federal  and  states' tax rates -- 38%.  The principal  temporary
differences  and  their related deferred  taxes  are  as  follows
(amounts in thousands):

<TABLE>
<CAPTION>

                                         1995          1994
                                        ------        ------
<S>                                     <C>           <C>
Reserves for self-insured losses        $   904       $   842
Deferred compensation                       405           348
Asset valuation reserves                    435           188
Other                                        50            21
                                        -------       -------
Total deferred tax assets               $ 1,794       $ 1,399
                                        =======       =======
                                           
Depreciation                            $ 1,324       $ 1,300
Investment in mining partnership            807           745
Other                                        26            --
                                        -------       -------
Total deferred tax liabilities           $2,157        $2,045
                                        =======       =======
                                           
Net deferred tax liabilities            $   363       $   646
                                        =======       =======

</TABLE>

The net current deferred tax assets are $1,794,000 and $1,084,000
at December 30, 1995 and December 31, 1994, respectively, and are
included  with  "Prepaid  expenses" on the  Consolidated  Balance
Sheets.






                               22

<PAGE>

11. UNAUDITED QUARTERLY FINANCIAL DATA
The following table provides summarized unaudited quarterly financial data
for 1995 and 1994 (amounts in thousands, except per share amounts):

<TABLE>
<CAPTION>

                              First      Second    Third      Fourth
                              Quarter    Quarter   Quarter    Quarter
                              -------    -------   -------    -------
<S>                           <C>        <C>       <C>        <C>
1995                                                       
Net sales                     $16,191    $19,355   $18,183    $21,831
                              =======    =======   =======    =======
Gross profit                  $ 2,417    $ 3,318   $ 4,366    $ 4,735
                              =======    =======   =======    =======
Depreciation and depletion    $   591    $   590   $   569    $   528
                              =======    =======   =======    =======
Net (loss) income             $  (495)   $    52   $   495    $   629
                              =======    =======   =======    =======
Net (loss) income per share   $ (.43)    $   .05   $   .44    $   .56
                              =======    =======   =======   ========


                              First      Second    Third      Fourth
                              Quarter    Quarter   Quarter    Quarter
                              -------    -------   -------    -------
1994                                                       
Net sales                     $15,260    $19,265   $19,630    $21,139
                              =======    =======   =======    ======= 
Gross profit                  $ 2,354    $ 3,639   $ 4,572    $ 5,333
                              =======    =======   =======    =======
Depreciation and depletion    $   567    $   568   $   570    $   606
                              =======    =======   =======    =======
Net (loss) income                                          
 Continuing operations        $  (558)   $   392   $   763    $ 1,252
 Discontinued operations           --         --        --       (464)
                              -------    -------   -------    -------
                              $  (558)   $   392   $   763    $   788
                              =======    =======   =======    =======
Net (loss) income per share                                
 Continuing operations        $  (.49)   $   .34   $   .67    $  1.10
 Discontinued operations           --         --        --       (.41)
                              -------    -------   -------    -------
                              $  (.49)   $   .34   $   .67    $   .69
                              =======    =======   =======    =======

</TABLE>

Earnings  per share are computed independently for  each  of  the
quarters presented.  Therefore, the sum of the quarterly earnings
per share may not equal the total for the year.












                               23

<PAGE>

12. INDUSTRY SEGMENT INFORMATION
The  Heating  and  Air Conditioning segment  produces  and  sells
heating and cooling equipment mainly for residential applications
which is sold primarily to distributors and retail outlets. Sales
are  nationwide,  but are concentrated in the  Southwestern  U.S.
The  Construction Materials segment is involved in the production
and  sale  of  concrete  and  other building  materials  and  the
exploration, extraction and sale of limestone, sand  and  gravel.
Sales of this segment are confined to the Colorado Springs area.

Operating  income  is determined by deducting operating  expenses
from  all revenues.  In computing operating income, none  of  the
following  has  been  added  or deducted:  unallocated  corporate
expenses, interest, income or loss from unconsolidated investees,
other   income,  income  taxes,  gain  or  loss  on  discontinued
operations and extraordinary items.

General corporate assets are principally cash, accounts
receivable and leasehold improvements.

No customer accounts for 10% or more of consolidated sales.

The industry segment information for fiscal years 1995, 1994 and
1993 is as follows (amounts in thousands):


<TABLE>
<CAPTION>  
                                                          Depreci-      
                                                          ation    
                                              Identifi-   and        Capital
                        Net      Operating    able        Deple-     Expendi-
                        Sales    Income       Assets      tion       tures
                        -----    ---------    ---------   -------   --------
1995                                                       
<S>                     <C>      <C>          <C>         <C>        <C>   
Heating and air                                               
conditioning            $43,966   $ 2,316     $25,393     $ 1,027    $ 1,066
Construction materials   31,449     2,912      19,164       1,210      2,337
General corporate
 and other                  145    (3,222)      2,666          41         14
                        -------   -------     -------     -------    -------
                        $75,560   $ 2,006     $47,223     $ 2,278    $ 3,417
                        =======   =======     =======     =======    ======= 
<CAPTION>                                                                  
1994                                                                       
                                                                            
Heating and air                                                            
conditioning            $43,271   $ 3,718     $27,551     $ 1,087    $   533
Construction materials   31,878     2,645      18,635       1,183      1,211
General corporate
 and other                  145    (2,408)      1,976          41         31
                        -------   -------     -------     -------    -------
                        $75,294   $ 3,955     $48,162     $ 2,311    $ 1,775
                        =======   =======     =======     =======    =======

<CAPTION>
1993                                                       
                                                           
Heating and air                                            
conditioning            $38,171   $ 3,025     $26,197     $ 1,120    $ 1,027
Construction materials   24,180     1,415      18,300       1,173      2,650
General corporate
 and other                  144    (2,433)        927          60         --
                        -------   -------     -------     -------    -------
                        $62,495   $ 2,007     $45,424     $ 2,353    $ 3,677
                        =======   =======     =======     =======    =======
</TABLE>

                               24



<PAGE>


Report of Independent Accountants
To  the  Shareholders  and  Board  of  Directors  of  Continental
Materials Corporation

We  have audited the accompanying consolidated balance sheets  of
Continental Materials Corporation and Subsidiaries as of December
30,  1995  and  December 31, 1994, and the  related  consolidated
statements of operations and retained earnings and cash flows for
each  of  the three years in the period ended December 30,  1995.
These   financial  statements  are  the  responsibility  of   the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated
financial  position  of  Continental  Materials  Corporation  and
Subsidiaries as of December 30, 1995  and December 31, 1994,  and
the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 30, 1995
in conformity with generally accepted accounting principles.


                                           COOPERS & LYBRAND
                                           L.L.P.
Chicago, Illinois
March 14, 1996























                               25


<PAGE>


INDEPENDENT AUDITORS' REPORT
 
 
Oracle Ridge Mining Partners
Tucson, Arizona

We have audited the accompanying balance sheets of Oracle Ridge
Mining Partners (the "Partnership") as of December 31, 1995 and
1994, and the related statements of operations, partners' deficit
and cash flows for the year ended December 31, 1995 and the
fourteen month period ended December 31, 1994.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Partnership at
December 31, 1995 and 1994, and the results of its operations and
its cash flows for the year ended December 31, 1995 and the
fourteen month period ended December 31, 1994, in conformity with
generally accepted accounting principles.

As discussed in Note 1 to the financial statements, production at
the mine was halted in February 1996, as the partners reassess
their plans for the mine, including a possible sale to a third
party.  Accordingly, the value of the mine has been written down
to the estimated net realizable value.



DELOITTE & TOUCHE LLP

Tucson, Arizona
March 4, 1996






















                               26

<PAGE>

ORACLE RIDGE MINING PARTNERS                                       
                                                                   
BALANCE SHEETS                                                     
DECEMBER 31, 1995 AND 1994                                         
                                                              

<TABLE>
<CAPTION>
                                                              
ASSETS                                          1995            1994
                                                                   
<S>                                             <C>             <C>
CURRENT ASSETS:                                                         
  Cash                                          $    61,415     $    96,754
  Accounts receivable                               655,856         793,301
  Inventories (Note 3)                              541,924         410,102
                                                -----------     -----------     
        Total current assets                      1,259,195       1,300,157
                                                                   
PROPERTY AND MINERAL INTERESTS (Notes 4 and 9)    7,000,000       8,197,686
                                                                   
OTHER ASSETS (Note 8)                                53,876          47,875
                                                -----------     ----------- 
TOTAL                                           $ 8,313,071     $ 9,545,718
                                                ===========     =========== 
                                                                            
                                                                            
LIABILITIES AND PARTNERS' DEFICIT                                           
                                                                           
CURRENT LIABILITIES:                                                      
  Accounts payable                              $ 1,341,468     $   870,977
  Accrued liabilities                               258,460         204,523
  Accrued payroll taxes                             685,270         315,645
  Accrued property taxes                            528,827         294,826
  Accrued use tax                                   150,649         133,649
  Installment purchase liability (Note 9)            59,579         148,746
  Due to Union (Note 10)                             20,102          96,755
                                                -----------     -----------
        Total current liabilities                 3,044,355       2,065,121
                                                -----------     -----------
DEBT DUE TO PARTNERS:                                              
  Subordinated debt due to partners (Note 7)     10,456,842       7,491,745
  Senior debt - Union (Note 5)                    4,760,978       4,760,978
  Senior debt - Continental (Note 5)              2,040,418       2,040,418
  Union debt (Note 6)                               348,492         348,492
                                                -----------     -----------    
        Total debt due to partners               17,606,730      14,641,633
                                                -----------     -----------
COMMITMENT AND CONTINGENCIES (Notes 5 and 8)                       
                                                                   
PARTNERS' DEFICIT                               (12,338,014)     (7,161,036)
                                                -----------     -----------
TOTAL                                           $ 8,313,071     $ 9,545,718
                                                ===========     ===========
                                                                   
</TABLE>
                                                                   
See notes to financial statements.                                 

                              - 2 -

<PAGE>

ORACLE RIDGE MINING PARTNERS                                       
STATEMENTS OF OPERATIONS                                           
YEAR ENDED DECEMBER 31, 1995 AND                                   
FOURTEEN MONTH PERIOD ENDED DECEMBER 31, 1994                      
                                                                   

<TABLE>
<CAPTION>                                                                   
                                                 1995         1994
                                                              
<S>                                              <C>          <C>        
REVENUES - Net value of concentrate              $ 6,888,499  $ 6,586,717
                                                                         
OPERATING COSTS AND EXPENSES:                                            
  Production costs                                 6,465,757    6,285,941
  General and administrative                       1,123,150      999,070
  Property and other taxes                           305,550      264,651
  Depreciation, depletion and amortization         1,196,863    1,211,608
  Loss on equipment disposals                        108,066       19,227
  Interest expense                                   303,102      221,878
  Write-down of property and mineral interests                           
   to net realizable value (Note 1)                2,562,989              
                                                 -----------  -----------
           Total operating costs and expenses     12,065,477    9,002,375
                                                 -----------  ----------- 
NET LOSS                                         $(5,176,978) $(2,415,658)
                                                 ===========  ===========

</TABLE>
                                                                   
                                                                   
See notes to financial statements.                                 

                              - 3 -


<PAGE>

ORACLE RIDGE MINING PARTNERS                                
STATEMENTS OF PARTNERS' DEFICIT                                    
YEAR ENDED DECEMBER 31, 1995 AND FOURTEEN MONTH PERIOD ENDED     
DECEMBER 31, 1994
                                                                   
<TABLE>
<CAPTION>
                                                             
                                          Union      Continental      
                                         Copper,       Catalina,       
                                           Inc.          Inc.         Total
<S>                                    <C>          <C>          <C>         
PARTNERS' DEFICIT, NOVEMBER 1, 1993    $(3,321,765) $(1,423,613) $ (4,745,378)
                                                                   
  Net loss                              (1,690,961)    (724,697)   (2,415,658)
                                       -----------  -----------  ------------
PARTNERS' DEFICIT, DECEMBER 31,1994     (5,012,726)  (2,148,310)   (7,161,036)
                                                                    
  Net loss                                                          
                                        (3,623,885)  (1,553,093)   (5,176,978)
                                       -----------  -----------  ------------
PARTNERS' DEFICIT, DECEMBER 31, 1995   $(8,636,611) $(3,701,403) $(12,338,014)
                                       ===========  ===========  ============

</TABLE>
                                                                   
See notes to financial statements.                                 

                              - 4 -

<PAGE>

ORACLE RIDGE MINING PARTNERS                                       
STATEMENTS OF CASH FLOWS                                           
YEAR ENDED DECEMBER 31, 1995 AND                                   
FOURTEEN MONTH PERIOD ENDED DECEMBER 31, 1994                      
                                                                   

<TABLE>
<CAPTION>
                                                              
                                                 1995       1994
<S>                                           <C>            <C>               
OPERATING ACTIVITIES:                                         
  Net loss                                      $(5,176,978)   $(2,415,658)
  Adjustments to reconcile net loss to net                           
   cash used in operating activities:                                        
    Write-down of property and mineral                             
     interests to net realizable value            2,562,989
    Depreciation, depletion, and                                 
     amortization                                 1,196,863      1,211,608
    Loss on equipment disposals                     108,066         19,227
  Changes in assets and liabilities:                                
    Accounts receivable                             137,445       (792,301)
    Inventories                                    (131,822)      (222,522)
    Other assets                                     (6,001)        67,233
    Accounts payable and other accrued liabilities  851,601        438,939
    Due to Union Copper, Inc.                       127,633         91,818
                                                 ----------     ----------
      Net cash used in operating activities        (330,204)    (1,601,656)
                                                 ----------     ----------
INVESTING ACTIVITIES:                                              
  Additions to plant, equipment and buildings    (1,057,087)      (578,992)
  Proceeds from sale of property, plant and                        
   equipment                                         54,300               
  Increase in deferred development costs         (1,667,445)      (498,166)
                                                -----------     ----------
    Net cash used in investing                   (2,670,232)    (1,077,158)
                                                -----------     ---------- 
FINANCING ACTIVITIES - Proceeds from                               
subordinated debt due to partners                 2,965,097      2,717,245
                                                -----------     ----------    
NET (DECREASE) INCREASE IN CASH                     (35,339)        38,431
                                                                   
CASH, BEGINNING OF PERIOD                            96,754         58,323
                                                -----------     ----------  
CASH, END OF PERIOD                             $    61,415     $   96,754
                                                ===========     ==========     
                                                                   
SUPPLEMENTAL CASH FLOW INFORMATION -
 Interest paid                                  $   244,746     $  179,160
                                                ===========     ==========

</TABLE>
                                                                   
See notes to financial statements.                                 

                              - 5 -



<PAGE>

ORACLE RIDGE MINING PARTNERS
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995 AND
FOURTEEN MONTH PERIOD ENDED DECEMBER 31, 1994


1. ORGANIZATION AND BASIS OF PRESENTATION
   
   Organization - Oracle Ridge Mining Partners (the
   "Partnership") is a general partnership formed under the
   Arizona Uniform Partnership Act on May 24, 1977 pursuant to a
   partnership agreement between Union Copper, Inc. (a Maryland
   corporation) ("Union") and Continental Catalina, Inc. (an
   Arizona corporation) ("Continental").
   
   Union is a wholly-owned subsidiary of Santa Catalina Mining
   Corp. (formerly known as South Atlantic Ventures Ltd.) (a
   Canadian corporation).  Continental is a wholly-owned
   subsidiary of Continental Copper, Inc. (an Arizona
   corporation) which in turn is a wholly-owned subsidiary of
   Continental Materials Corporation (a Delaware corporation).
   
   The Partnership has a copper mining property with an
   underground mine and adjacent crushing and grinding equipment
   situated in Pima County, Arizona which commenced commercial
   production in 1991.  Smelting is performed by an unrelated
   third party at another location.  All concentrate revenues
   are from one customer.
   
   The Fifth Amended and Restated Partnership Agreement dated
   October 1, 1994 provides, among other things, the following:
   
   a. Union shall be the managing partner of the project.
      
   b. Profits and losses shall generally be allocated 70% to
      Union and 30% to Continental.  Certain types of gains or
      losses may be subject to an alternative allocation.
      
   Basis of Presentation - Production at the mine was halted in
   February 1996, as the partners reassess their plans for the
   mine, including a possible sale to a third party.
   Accordingly, at December 31, 1995, property and mineral
   interests have been written down by $2,562,989 to reflect
   management's estimate of the net realizable value.
   
2. SIGNIFICANT ACCOUNTING POLICIES
   
   A summary of significant accounting policies is as follows:
   
   a. Use of Estimates - The preparation of financial statements
      in conformity with generally accepted accounting
      principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the
      reporting periods.  Actual results could differ from those
      estimates.
      
   b. Inventories of concentrate and supplies are stated at the
      lower of average cost or estimated market value.
      

                              - 6 -

<PAGE>

   c. Plant, equipment and buildings are carried at cost less
      accumulated depreciation.  Depreciation is provided on the
      straight-line basis over estimated useful lives which
      range from four to fifteen years.  Effective December 31,
      1995, plant, equipment and buildings are carried at the
      lower of cost or net realizable value.
      
   d. Mineral property and claims are carried at cost,
      reflecting costs incurred in connection with the
      acquisition of the properties, less depletion and write-
      downs for recognized impairments in value.  The carrying
      value of the mineral property and claims will be charged
      to operations of the Partnership over future years by
      means of depletion charges computed on the basis of actual
      ore production and estimated recoverable ore reserves.
      Effective December 31, 1995, mineral property and claims
      are carried at the lower of cost or net realizable value.
      
   e. Deferred development costs are carried at cost reflecting
      all mine development costs incurred since the
      recommencement of development in 1989 less depletion and
      write-downs of recognized impairments in value.  The costs
      capitalized include depreciation, only as it relates to
      equipment used to develop the mine or install the mill
      equipment, interest in accordance with Statement of
      Financial Accounting Standards No. 34, Capitalization of
      Interest Cost, and administrative expenses that were
      directly or indirectly associated with the development and
      construction of the mine and related processing
      facilities.  Through February 1991, there were no proceeds
      from production.  Since the commencement of production in
      March 1991, only direct mine development expenditures have
      been deferred.  These expenditures include those incurred
      to expand the capacity of the mine, develop new ore
      bodies, construct access to previously developed ore
      bodies and to develop ore zones substantially, in advance
      of current production.  All deferred development costs
      will be charged to operations in the same manner as
      mineral property and claims.  Effective December 31, 1995,
      deferred development costs are carried at the lower of
      cost or net realizable value.
      
   f. Revenue recognition - Revenue is recognized when product
      is delivered in satisfaction of sales agreements and title
      passes to the buyer.  Final revenue amounts are adjusted
      based on the results of the final assays of the copper
      concentrate approximately 60 to 90 days after shipment.
      Revenue adjustments have been, and are expected to, remain
      immaterial to the reported results of operations.
      
   g. Income taxes - Each partner reflects its share of taxable
      income or loss in its tax return and no income taxes are
      recorded in the financial statements of the Partnership.
      
   h. Estimated Fair Value of Financial Instruments - The
      following disclosure of estimated fair value of the
      Company's financial instruments is made in accordance with
      the requirements of Statement of Financial Accounting
      Standards No. 107, Disclosures About Fair Value of
      Financial Instruments.  The estimated fair value amounts
      have been determined by the Company using available market
      information and appropriate valuation methodologies.
      However, considerable judgment is required to interpret
      the market data in order to develop the estimates of fair
      value.
      
      Accordingly, the estimates herein are not necessarily
      indicative of the amounts the Company could realized in a
      current market exchange.  The use of different market
      assumptions and/or estimation methodologies may have a
      material effect on the estimated fair value amounts.
      
      Management believes that for cash, accounts receivable,
      accounts payable, accrued liabilities and other accrued
      expenses that the carrying amount is a reasonable estimate
      of fair value.
      
                              - 7 -

<PAGE>

3. INVENTORIES
   
   Inventories consisted of the following at December 31:
   
<TABLE>
<CAPTION>    
                                       1995             1994
   
   <S>                                 <C>              <C>            
   Copper concentrate                  $  135,000       $  135,000
   Warehouse supplies and stores          206,079          361,739
   Other - reagents, explosives            45,185           69,023
                                       ----------       ----------          
   Total inventories                   $  541,924       $  410,102
                                       ==========       ==========
</TABLE>
    
    
4. PROPERTY AND MINERAL INTERESTS
   
   Property and mineral interests consisted of the following at
   December 31:
   
<TABLE>
<CAPTION>    
                                         1995           1994        
                                                                  
<S>                                      <C>            <C>       
Plant, equipment and buildings:                                   
  Crushing and processing plant          $ 3,938,962    $ 3,935,880
  Underground equipment                    2,701,197      2,068,442
  Mining and service equipment             1,110,856      1,057,125
  Tailing pond                               736,978        665,377
  Vehicles                                   154,530        117,651
  Buildings                                  386,547        386,546
  Office equipment                           174,693        153,147
  Road improvements                           30,153         30,153
                                         -----------    -----------
Total plant, equipment and buildings       9,233,916      8,414,321
Less accumulated depreciation             (4,528,644)    (3,730,253)
                                         -----------    -----------
Plant, equipment and buildings - net       4,705,272      4,684,068
Mineral property and claims and                                   
deferred development costs:                                       
  Mineral property and claims                954,185        954,185
  Deferred development costs               5,126,915      3,459,470
Total mineral property and claims and                              
 deferred development costs                6,081,100      4,413,655
Less accumulated depletion and                                    
 amortization                             (1,223,383)      (900,037)
                                         -----------    -----------
Mineral property and claims and                               
deferred development costs - net           4,857,717      3,513,618
                                         -----------    -----------
                                           9,562,989      8,197,686
Less write-down to net realizable value   (2,562,989)               
                                         -----------    -----------
Property and mineral interests - net     $ 7,000,000    $ 8,197,686
                                         ===========    ===========

</TABLE>
    
    
   Depreciation expense for the year ended December 31, 1995 and
   the fourteen month period ended December 31, 1994 totaled
   $873,517 and $874,513, respectively.  Depletion and
   amortization expense for the year ended December 31, 1995 and
   the fourteen month period ended December 31, 1994 totaled
   $323,346 and $337,095, respectively.
   




                              - 8 -
<PAGE>

5. SENIOR DEBT
   
   As of December 31, 1995 and 1994, the Partnership owed Union
   and Continental $4,760,978 and $2,040,418, respectively, as
   non-interest bearing senior debt with no defined maturity
   date.  Such debt is collateralized by substantially all of
   the assets of the Partnership.
   
6. UNION DEBT
   
   As of December 31, 1995 and 1994, the Partnership was
   indebted to Union in the amount of $348,492.  The loan bears
   interest at the prime rate (8.5% at December 31, 1995) plus
   2% and does not carry a defined maturity date.  Interest is
   waived for periods in which the Partnership incurs a net loss
   before interest expense for this debt.  Interest has been
   waived by Union for the year ended December 31, 1995 and the
   fourteen month period ended December 31, 1994.  This debt is
   subordinated to the Senior Debt.
   
7. SUBORDINATED DEBT DUE TO PARTNERS
   
   As of December 31, 1995 and 1994, the Partnership had
   subordinated debt due to the partners of $7,319,578 and
   $5,244,011 to Union and $3,137,264 and $2,247,734 to
   Continental, respectively.  The subordinated debt bears
   interest at the prime rate plus 2%.  Interest is waived for
   periods in which the Partnership incurs a net loss before
   interest expense for this debt.  Interest has been waived by
   Union and Continental for the year ended December 31, 1995
   and the fourteen month period ended December 31, 1994.  The
   debt is subordinated to the Senior Debt (Note 5) and the
   Union Debt (Note 6) and does not carry a defined maturity
   date.
   
8. COMMITMENT
   
   Under an arrangement with the State of Arizona, the
   Partnership has provided a $45,000 bond to be used for
   reclamation purposes.  In addition, the agreement requires
   that for each ton of ore mined an additional $.05 will be
   provided (up to a total of $99,000) for reclamation.
   Management believes that the amounts provided under this
   agreement will be sufficient to pay for all reclamation
   costs.
   
9. INSTALLMENT PURCHASE
   
   In 1994, the Partnership entered into agreements to purchase
   two pieces of equipment on an installment basis.  At
   December 31, 1995, the remaining liability related to the
   purchases was $59,579, all due in 1996.  The installment
   agreements are collateralized by the related items of
   equipment.
   
10.RELATED PARTY TRANSACTIONS
   
   Related party transactions are disclosed throughout the
   financial statements.  Additional related party transactions
   are as follows for the year ended December 31, 1995 and the
   fourteen month period ended December 31, 1994:
   

<TABLE>
<CAPTION>
    
                                             1995       1994

  <S>                                        <C>        <C>
  Management fees to Union                   $ 60,000   $ 60,000
                                             ========   ========
  Reimbursement of expenses incurred by                       
  Union on behalf of the Partnership         $164,388   $ 36,755
                                             ========   ========

</TABLE>

                              - 9 -
   
<PAGE>
   
   Union is entitled to a management fee equal to $12,000 per
   month in connection with the performance of its duties as
   managing partner of the partnership.  However, the managing
   partner shall not be entitled to such fee in the event net
   operating income for any given month, calculated on an
   accrual basis, is less than $15,000.
   
                        *  *  *  *  *  *
                                


















































                             - 10 -

<PAGE>

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes of accountants and/or disagreements on
any   matter  of  accounting  principle  or  financial  statement
disclosure during the past 24 months which would require a filing
under Item 9.


                            PART III
                                
Part  III has been omitted from this 10-K Report since Registrant
will  file,  not later than 120 days following the close  of  its
fiscal  year ended December 30, 1995, its definitive  1996  proxy
statement.  The information required by Part III will be included
in   that   proxy  statement  and  such  information  is   hereby
incorporated  by  reference, but excluding the information  under
the  headings "Compensation Committee Report" and "Comparison  of
Total Shareholders' Return".


                                
                             PART IV
                                
                                
Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
           ON FORM 8-K
       
(a) 1  Financial   statements  required  by  Item   14   are
       included in Item 8 of Part II.
       
(a) 2  The  following  is  a  list  of  financial  statement
       schedules filed as part of this Report:


       Report of Independent Auditors on Schedule


       Schedule II Valuation and Qualifying Accounts & Reserves
       For Years Ended December 30, 1995, December  31,  1994
       and January  1, 1994

       All  other  schedules are omitted because they are not applicable
       or  the information is shown in the financial statements or notes
       thereto.

















                               36

<PAGE>

(a) 3  The  following  is  a list of all exhibits  filed  as
       part of this Report:
         
Exhibit 3    1975  Restated  Certificate of Incorporation  dated  May
             28,  1975  filed as Exhibit 5 to Form 8-K for the  month
             of May 1975, incorporated herein by reference.
         
Exhibit 3a   Registrant's  By-laws  as  amended  September  19,  1975
             filed  as  Exhibit  6  to Form  8-K  for  the  month  of
             September 1975, incorporated herein by reference.
         
Exhibit 3b   Registrant's Certificate of Amendment of Certificate  of
             Incorporation dated May 24, 1978 filed as Exhibit  1  to
             Form  10-Q for quarter ended June 30, 1978, incorporated
             herein by reference.
         
Exhibit 3c   Registrant's Certificate of Amendment of Certificate  of
             Incorporation dated May 27, 1987 filed as Exhibit 3c  to
             Form   10-K  for  the  year  ended  January   1,   1988,
             incorporated herein by reference.
         
Exhibit 10   Continental  Materials Corporation Amended and  Restated
             1994  Stock  Option  Plan dated May 25,  1994  filed  as
             Appendix  A  to  the 1994 Proxy Statement,  incorporated
             herein by reference.*
         
Exhibit 10a  Revolving  Credit  and Term Loan Agreement  between  The
             Northern  Trust  Company,  LaSalle  National  Bank   and
             Continental  Materials Corporation dated as of  February
             28, 1996 (filed herewith).
         
Exhibit 10b  Form  of  Supplemental  Deferred Compensation  Agreement
             filed  as Exhibit 10 to Form 10-Q for the quarter  ended
             July 1, 1983, incorporated herein by reference.*
         
Exhibit 10c  Continental   Materials  Corporation   Employee   Profit
             Sharing  Retirement Plan Amended and Restated  Generally
             Effective January 1, 1989 filed as Exhibit 10c  to  Form
             10-K for the year ended December 31, 1994.
         
Exhibit 11   Computation of Per Share Earnings (filed herewith).
         
Exhibit 21   Subsidiaries of Registrant (filed herewith).
         
Exhibit 24   Consent of Independent Accountants (filed herewith).
         
Exhibit 24a  Independent Auditors' Consent (filed herewith).
         
Exhibit 27   Financial Data Schedule (filed herewith).
         
Exhibit 28   Continental   Materials  Corporation  Employees   Profit
             Sharing Retirement Plan on Form 11-K for the year  ended
             December 30, 1995 (to be filed by amendment).

* - Compensatory plan or arrangement
                                
(b)    Reports on Form 8-K:
       
       No  reports  on  Form  8-K were filed during  the  quarter
       ended December 30, 1995.
                                
                               37

<PAGE>                                
                           SIGNATURES


    Pursuant  to the requirements of Section 13 or 15(d)  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.

                           CONTINENTAL MATERIALS CORPORATION
                                      Registrant


                      By:   /S/Joseph J. Sum
                            -----------------------------
                            Joseph J. Sum,
                            Vice President, Finance

                    Date:   March 27, 1996
                            -----------------------------
   
   Pursuant to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the following persons
on  behalf  of the registrant and in the capacities  and  on  the
dates indicated.


     SIGNATURE               CAPACITY(IES)               DATE
------------------------     -------------           -------------   
/S/ James G. Gidwitz                                     
------------------------
  James G. Gidwitz          Chief Executive                
                                Officer
                             and a Director           March 27, 1996
                                                           
/S/ Joseph J. Sum      
------------------------                                       
  Joseph J. Sum            Vice President and              
                               a Director             March 27, 1996
                                                           
/S/ Mark S. Nichter                                        
------------------------
  Mark S. Nichter            Secretary and            March 27, 1996
                               Controller                          
                                                           
/S/ Thomas H. Carmody  
------------------------
  Thomas H. Carmody            Director              March 27, 1996
                                                           
/S/ Betsy R. Gidwitz                                       
------------------------
  Betsy R. Gidwitz             Director              March 27, 1996
                                                           
/S/ Ralph W. Gidwitz                                       
------------------------
  Ralph  W. Gidwitz            Director              March 27, 1996
                                                           
/S/ Ronald J.Gidwitz   
------------------------
  Ronald J. Gidwitz            Director              March 27, 1996
                                                           
/S/ William A. Ryan    
------------------------                                        
  William A. Ryan              Director              March 27, 1996
                                                           
/S/ William G. Shoemaker
------------------------
  William G. Shoemaker         Director              March 27, 1996
                                                           
/S/ Theodore R. Tetzlaff
------------------------
  Theodore R. Tetzlaff         Director              March 27, 1996


                               38
                                
                                
<PAGE>                                
                                
          REPORT OF INDEPENDENT ACCOUNTANTS ON SCHEDULE
                                
                                
                                
    Our  report  on  the  consolidated  financial  statements  of
Continental Materials Corporation and Subsidiaries is included on
page  25 of this Annual Report on Form 10-K.  In connection  with
our audits of such financial statements, we have also audited the
related financial statement schedule listed in the index on  page
35 of this Form 10-K.

In  our  opinion,  the financial statement schedule  referred  to
above,  when  considered  in  relation  to  the  basic  financial
statements  taken as a whole, presents fairly,  in  all  material
respects, the information required to be included therein.




                                         COOPERS & LYBRAND L.L.P.



Chicago, Illinois
March 14, 1996


<PAGE>
                                
                CONTINENTAL MATERIALS CORPORATION
                                
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (c) (d)
                                
            for the fiscal years 1995, 1994 and 1993
      
<TABLE>
<CAPTION>
                          
COLUMN A             COLUMN B       COLUMN C(1)    COLUMN D    COLUMN E
                                                                           
                                     Additions                     
                     Balance at      Charged to    Deductions  Balance at
                     Beginning       Costs and        -        End of
Description          of Period       Expenses      Describe    Period
                                                                          
<S>                    <C>           <C>           <C>         <C>         
Year 1995                                                                
Allowance for                                                              
 doubtful accounts     $248,000      $ 60,000      $ 48,000(a)      $260,000
Inventory valuation                                                      
 reserve               $223,000      $232,000      $219,00 (b)      $236,000
                                                                           
Year 1994                                                                  
Allowance for                                                              
 doubtful accounts     $139,000      $148,000      $ 39,000(a)      $248,000
Inventory valuation                                                          
 reserve               $420,000      $289,000      $486,000(b)      $223,000
                                                                             
Year 1993                                                                    
Allowance for                                                                
 doubtful accounts     $258,000      $101,000      $220,000(e)      $139,000
Inventory valuation                                                            
 reserve               $ 40,000      $398,000      $ 18,000(b)      $420,000
                                
      
</TABLE>

[FN]
Notes:
(a) Accounts written off, net of recoveries. 
(b) Amounts written off upon disposal of assets.                          
(c) Reserve deducted in the balance sheet from the asset to which it applies.
(d) Column C(2) has been omitted as the answer would be "none".
(e) Accounts written off, net of recoveries  plus $102,000 reserve balance
    transferred with sale of subsidiary.