FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GIDWITZ JAMES G   2. Issuer Name and Ticker or Trading Symbol CONTINENTAL MATERIALS CORP [CUO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 200 S. WACKER DRIVE, SUITE 4000 3. Date of Earliest Transaction (Month/Day/Year) 08/02/2012 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/03/2012   P   76 A $ 13.98 123,808 I See footnote (1) Common Stock               4,500 I See footnote (7) Common stock               36,450 I See footnote (6) Common stock               66,002 D (5)   Common stock               10,502 D (3)   Common stock               10,502 D (4)   Common stock               10,502 D (2)   Common Stock               727,126 I See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GIDWITZ JAMES G 200 S. WACKER DRIVE SUITE 4000 CHICAGO, IL 60606	X	X	Chairman of the Board
GIDWITZ BETSY R 200 S WACKER DRIVE SUITE 4000 CHICAGO, IL 60606	X	X
GIDWITZ RALPH W 200 S WACKER DRIVE SUITE 4000 CHICAGO, IL 60606	X	X
GIDWITZ RONALD J 200 SOUTH WACKER DRIVE SUITE 4000 CHICAGO, IL 60606	X	X

Signatures

James G. Gidwitz		08/03/2012
**Signature of Reporting Person		Date
Betsy R. Gidwitz		08/03/2012
**Signature of Reporting Person		Date
Ralph W. Gidwitz		08/03/2012
**Signature of Reporting Person		Date
Ronald J. Gidwitz		08/03/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Reporting Persons are partners of a general partnership that is the record owner of the shares of the Issuer's Common Stock reported herein. In that capacity, each of the Reporting Persons is deemed to be the beneficial owner of such Common Stock for Section 16 purposes. Each of the Reporting Persons disclaims beneficial ownership of such Common Stock except to the extent of his or her beneficial interest in such partnership. Reported shares purchased may represent more than one transaction.
(2)	Shares held of record by, and beneficially owned by, Reporting Person Betsy R. Gidwitz.
(3)	Shares held of record by, and beneficially owned by, Reporting Person Ralph W. Gidwitz.
(4)	Shares held of record by, and beneficially owned by, Reporting Person Ronald J. Gidwitz.
(5)	Shares held of record by, and beneficially owned by, Reporting Person James G. Gidwitz.
(6)	Shares owned by James G. Gidwitz through Issuer's 401(K) Plan. Additions are the result of semi-monthly wage withholdings invested in the CMC Common Stock Fund at various times during the year since the last report.
(7)	Shares purchased in a Trust for which the reporting person, James G. Gidwitz, has uncompensated investment authority but disclaims beneficial ownership of these shares except to the extent of his position as Trustee and investment advisor.

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