RELIANT BUILDING PRODUCTS INC
8-K, 1998-02-06
METAL DOORS, SASH, FRAMES, MOLDINGS & TRIM
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                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON,  D.C. 20549



                                                             
                                  FORM 8-K
                               CURRENT REPORT

                     

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

      

      Date of Report (Date of earliest event reported): January 28, 1998

                    

                         RELIANT BUILDING PRODUCTS, INC.
                (Exact Name of Registrant as Specified in Charter)



         Delaware                    333-30699                        75-1364873
(State or Other Jurisdiction  (Commission File Number)             IRS  Employer
     of Incorporation)                                      Identification  No.)



3030  LBJ  Freeway,  Suite  300,  Dallas,  Texas                           75234
  (Address  of  Principal  Executive  Offices)                       (Zip  Code)



                                  (972) 919-1000
              (Registrant's telephone number, including area code)





<PAGE>



 Item  2.    Acquisition  or  Disposition  of  Assets.



On  January  28, 1998, Reliant Building Products (the "Company")
closed on the purchase  of  all of  the  capital  stock  of 
Care-Free  Window  Group  (the "Acquisition"  or  "Care-Free"), 
a  privately  held vinyl window company, for $125.9  million 
including  fees  and other expenses and excluding liabilities
assumed.    The  company  will finance the Acquisition through
$5.0 million of additional  equity  from it's investor group,
$9.0 million in cash, and $111.9 million  of a $145.0 million
new bank facility provided by The Chase Manhattan Bank,  CIBC 
Oppenheimer  and certain other participating banks.  The new
bank facilities  are  comprised  of a $40.0 million, six-year
senior secured credit facility,  a  $40.0  million,  six-year 
senior secured term loan, and a $65.0 million,  six  -year 
secured  term loan.  The new $40.0 senior secured credit
facility  replaces  the  Company's  $25.0  million  credit 
facility.



Financial  Statements  and Pro Forma Financial Information will
be filed in an amended  Form  8-K  within  sixty  days.



Item  7.   Financial Statements, Pro Forma Financial Information
and Exhibits.



             (c)  Exhibits

            

             Exhibit  2.1    Stock Purchase Agreement dated December 17, 1997
                             between Reliant Building Products, Inc. as "Buyer"
                             and the stockholders, warrant holders, and  option
                             holders of CFA Holding Company as "Sellers" 
                             (Incorporated by  reference  to  the  Company's
                             Form  10-Q filed on February 6, 1998).



<PAGE>

                                SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly caused  this  report  to be signed on its behalf by the
undersigned  hereunto  duly authorized.


                                 RELIANT  BUILDING  PRODUCTS, INC.


Date:    February  5,  1998      By: /s/ Virgil Lowe
                                     ------------------
                                     Virgil  D.  Lowe,
                                     Vice  President




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