UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.2934. FOR FISCAL YEAR ENDED DECEMBER 27, 2003.25, 2004.

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the transition period from ______of ____ to _______._____.

Commission File No.: 0-22684

UNIVERSAL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

MICHIGAN 38-1465835
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2801 E.EAST BELTLINE, N.E., GRAND RAPIDS, MICHIGAN 49525
(Address of principal executive offices) (Zip Code)

(616) 364-6161
(Registrant's telephone number, including area code)

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

Title of eachOf Each Class Name of each exchangeEach Exchange on which registeredWhich Registered
NONE _________________________________________

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

COMMON STOCK, NO PAR VALUE
(Title of Class)

Indicate by checkmark whether the registrantregistrant: (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 forin the past 90 days.
Yes: (X)[X] No: ( )[ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to ItemItems 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 this Form 10-K or any amendment to this
Form 10-K. (X)[ ]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act)12b-2).
Yes: (X)[X] No: ( )[ ]

As of June 28, 2003, 17,738,18826, 2004, 17,945,158 shares of the registrant's common stock, no par
value, were outstanding. The aggregate market value of the common stock held by
non-affiliates of the registrant (i.e. excluding shares held by executive
officers, directors, and control persons as defined in Rule 405, 17 CFR 230.405)
on that date was $265,224,186$446,843,443 computed at the closing price of $20.64$30.80 on that
date.

As of February 1, 2004, 17,818,836January 29, 2005, 18,014,518 shares of the registrant's common stock, no
par value, were outstanding.

Documents incorporated by reference:

(1) Certain portions of the Company's Annual Report to Shareholders for the
fiscal year ended December 27, 200325, 2004 are incorporated by reference into
Part I and II of this Report.

(2) Certain portions of the Company's Proxy Statement for its 20042005 Annual
Meeting of Shareholders are incorporated by reference into Part III of
this Report.

Exhibit Index located on page E-1.

Page 1 of 16

ANNUAL REPORT ON FORM 10-K
DECEMBER 27, 200325, 2004
TABLE OF CONTENTS

PART I

PAGE
----

PART I
Item 1. Business. 3
Item 2. Properties. 87
Item 3. Legal Proceedings. 8
Item 4. Submission of Matters to a Vote of Security Holders. 8

Additional Item:item: Executive Officers of the Registrant. 8

PART II

Item 5. Market for the Registrant's Common Equity, Related Shareholder 9
Matters and Issuer Purchases of Equity Securities. 10
Item 6. Selected Financial Data. 10
Item 7. Management's Discussion and Analysis of Financial Condition 10
and Results of Operations. 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 1110
Item 8. Financial Statements and Supplemental Data. 11
Item 9. Changes inIn and Disagreements with Accountants on Accounting 11
and Financial Disclosure. 12
Item 9A. Controls and Procedures. 11
Item 9B. Other Information. 12

PART III

Item 10. Directors and Executive Officers of the Registrant. 1312
Item 11. Executive Compensation. 1312
Item 12. Security Ownership of Certain Beneficial Owners and Management. 13Management 12
and Related Shareholder Matters.
Item 13. Certain Relationships and Related Transactions. 1413
Item 14. Principal Accountant Fees and Services. 1413

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K. 14Schedules. 13

PART I

ITEM 1. BUSINESS.

(a)

GENERAL DEVELOPMENT OF THE BUSINESS.

Universal Forest Products, Inc. was organized as a Michigan corporation in 1955.
We engineer, manufacture, treat, distribute and install lumber, composite wood,
plastic and other building products to the Do-It-Yourself/retail ("DIY/retail,retail"),
site-built construction, manufactured housing, industrial and otherindustrial markets. We
currently operate more
than 95 facilities throughout the United States, Canada, and Mexico.

Information relating to current developments in our business is incorporated by
reference from our Annual Report to Shareholders for the fiscal year ended
December 27, 200325, 2004 ("20032004 Annual Report") under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Selected portions of the 20032004 Annual Report are filed as Exhibit 13 with this
Form 10-K Report.

Our Internet address is www.ufpi.com. Through our Internet web site, we make
available free of charge, as soon as reasonably practical after such information
has been filed or furnished to the SEC, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act.

(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.

SFASStatement of Financial Accounting Standards ("SFAS") No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131") defines operating
segments as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. Under the definition of a segment, our Eastern and Western
Divisions may be considered an operating segment of our business. Under SFAS
131, segments may be aggregated if the segments have similar economic
characteristics and if the nature of the products, distribution methods,
customers and regulatory environments are similar. We have aggregated our
divisions into one reporting segment, consistent with SFAS 131. Accordingly,
separate industry segment information is not presented.

We presently engineer, manufacture, treat, distribute and install lumber,
composite wood, plastic and other building products tofor the DIY/retail,
site-built construction, manufactured housing, industrial and otherindustrial markets. Each of
these markets is discussed in the paragraphs which follow.

DIY/RETAIL MARKET.Retail Market. The customers comprising this market are primarily national
home center retailers, retail-oriented regional lumberyards and
contractor-oriented lumberyards. Customers in this market are serviced by our
regional sales staff and are assisted by personnel from our headquarters. Generally, terms of sale are established for
annual periods, and orders are placed with our regional facilities in accordance
with established terms. One customer, The Home Depot, accounted for
approximately 30%25% of our total net sales for fiscal 2004, and 30% for 2003 and
2002, and 33% for 2001.2002.

From time to time we enter into certain sales contracts with The Home Depot. The
contracts are limited to the establishment of general sales terms and
conditions, such as delivery, invoicing, warranties and other standard,
commercial matters. Sales are made by the release of purchase orders to us for
particular quantities of certain products. We also enter into marketing
agreements and rebate agreements with The Home Depot. The marketing agreements
provide a certain percentage of our sales revenue or a minimum dollar amount
will be committed to generate sales for us and The Home Depot.

We currently supply customers in this market from over 50many of our locations. These
regional facilities are able to supply mixed truckloads of products which can be
delivered to customers with rapid turnaround from receipt of an order. Freight
costs are a factor in the ability to competitively service this market,
especially with treated wood products because of their heavier weight. The close
proximity of our regional facilities to the various outlets of these customers
is a significant advantage when negotiating annual sales programs.

The products offered to customers in this market include dimensional lumber
(both preserved and unpreserved) and various "value-added products," some of
which are sold under our trademarks. Value-added products may be preserved or
unpreserved, and include the following:

- - The Deck Necessities(R) group of products consists of decking, balusters,
spindles, decorative posts, handrails, stair risers, stringers and treads.

- - The Fence Fundamentals(TM) group of products includes various styles of
fences, as well as gates, posts and other components.

- - The Outdoor Essentials(R) group of products consists of various home and
garden and landscaping items.

- - Lattice is sold under the Lattice Basics(TM) trademark for use as skirting on
decks, trellises and various outdoor home improvement projects.

- - The Storage Solutions(TM) product line consists primarily of storage building
frames and trusses.

In addition to our conventional lumber
products, we offer composite wood and plastic alternative products sold under the following trade names:

- - The Perennia(TM) group of fencing products provides customers with a low
maintenance alternative for their fencing needs.

- - The TechTrim(TM) product line consists of exterior trim boards made from a
polymer which is impervious to moisture.

- - The Everx(R) composite decking group of products includes decking, balusters,
railings, caps and sleeves manufactured from a proprietary formula of wood
dust and high-density polyethylene plastic. We are a licensee of this
technology.products. We also sell engineered
wood products to this market, which include roof trusses, wall panels and
engineered floor systems (see "Site-Built Construction Market" below).

We are not aware of any competitor that currently manufactures, treats and
distributes a full line of both value-added and commodity products on a national
basis. We face competition on individual products from several different
producers, but the majority of these competitors tend to be regional in their
efforts and/or do not offer a full line of outdoor lumber products. We believe
the breadth of our product offering, geographic dispersion, close proximity of
our plants to core customers, purchasing expertise and service capabilities
provide significant competitive advantages in this market.

As the customer base
in this market continue to consolidate, we believe we are well-positioned to
capture additional market share.

SITE-BUILT CONSTRUCTION MARKET.Site-Built Construction Market. We entered the site-built construction market
through strategic business acquisitions beginning in 1997. The residential
housing customers comprising this market are primarily large-volume, multi-tract
builders and smaller volume custom builders. Customers are serviced by our sales, engineeringWe also supply builders engaged in
multi-family and design personnel in each region.commercial construction. Generally, terms of sale and pricing
are determined based on quotes for each order.

We currently supply customers in this market from more than 70many manufacturing facilities
located in more than 20many different states and Canada. These facilities manufacture
various engineered wood productscomponents used to frame residential or commercial
projects, including roof and floor trusses, wall panels, Open Joist 2000(R),
I-joists and I-joists.lumber packages. Freight costs are a factor in the ability to
competitively service this market due to the space requirements of these
products on each truckload.

We also install engineered wood productsprovide framing services for customers in certain regional markets.markets, in
which we erect the wood structure. We believe that providing a comprehensive
framing package, including

4
installation, provides a competitive advantage. Terms of sale are based on a
construction contract.

Competitors in this market include lumberyardsregional retail contractor yards who also
manufacture components, as well as regional manufacturers of components. Our
objective is to continue to increase our manufacturing capacity and framing
capabilities for this market while developing a national presence. We believe
our primary competitive advantages relate to the engineering and design
capabilities of our regional staff, customer relationships, product quality and
timeliness of delivery.

MANUFACTURED HOUSING MARKET.Manufactured Housing Market. The customers comprising the manufactured housing
market are producers of mobile, modular and prefabricated homes and recreational
vehicles. Products sold to customers in this market consist primarily of roof
trusses, lumber cut and shaped to the customer's specification, plywood,
particle board and dimensional lumber, all intended for use in the construction
of manufactured housing. Sales are made by personnel located at each regional
facility 5

based on customer orders. Our engineering and support staff act as a sales
resource to assist customers with truss designs, obtaining various building code
approvals for the designs and aiding in the development of new products and
manufacturing processes.

While no competitor operates in as widely-dispersed geographic areas as we do,
we face competition from suppliers in many geographic regions. Our principal
competitive advantages include our product knowledge, the capacity to supply all
of the customer's lumber requirements, the ability to deliver engineering
support services, the close proximity of our regional facilities to our
customers and our ability to provide national sales programs to certain
customers.

INDUSTRIAL AND OTHER MARKET.Industrial Market. We define our industrial market as industrial manufacturers
and agricultural customers who use pallets, specialty crates and wooden boxes
for packaging, shipping and material handling purposes. Many of the products
sold to this market may be produced from the by-product of other manufactured
products, thereby allowing us to increase our raw material yields while
expanding our business. Competition is fragmented and includes virtually every
supplier of lumber convenient to the customer. We service this market with our
regional sales personnel supported by a centralized national sales and marketing
department.

SUPPLIERS.Suppliers. We are one of the largest domestic buyers of solid sawn lumber from
primary producers (lumber mills). We use primarily southern yellow pinepines in our
pressure-treating operations and site-built component plants in the Southeastern
United States, which we obtain from mills located throughout the states
comprising the Sunbelt. Other species we use include "spruce-pine-fir" from
various provinces in Canada; hemlock, Douglas fir and cedar from the Pacific
Northwest; inland species of Ponderosa pine;pine, plantation grown radiata and Radiata pine.southern yellow
pines from South America; and European spruce. There are numerous primary
producers for all varieties we use, and we are not dependent on any particular
source of supply. Our financial resources, in combination with our strong sales
network and ability to remanufacture lumber, enable us to purchase a large
percentage of a primary producer's output, (as opposed to only those dimensions
or grades in immediate need), thereby lowering our average cost of raw
materials. We believe this represents a competitive advantage.

INTELLECTUAL PROPERTY.5

Intellectual Property. We own a patent relating to a tie-down strap patent
related to truss components,several patents and a patent on machinery used in the recycling of
drywall. We also have several patents pending
on technologies related to our business. In addition, we own fivenumerous registered
trade names or trademarks:
PRO-WOOD(R) relatingtrademarks and claim common law trademark rights to preservative-treated wood products; Deck Necessities(R)
relating to deck component products; Outdoor Essentials(R) related to lawn and
garden items such as planter boxes, fencing products and lattice products; the
Everx(R) trademark for our recently acquired composite material; and the pine
tree logo.several others. As we
develop proprietary brands, we may pursue registration or other formal
protection. In addition, we claim common law trademark rights to several
other trade names or trademarks. While we believe our patent and trademark rights are valuable, the
loss of a patent or any trademark would not be likely to have a material adverse
impact on our competitive position.

SEASONAL INFLUENCES.Seasonal Influences. Our manufactured housing and site-built construction
markets are affected by seasonal influences in the northern states during the
winter months when installation and construction is more difficult.

The activities in the DIY/retail market have substantial seasonal impacts. The
demand for many of our DIY/retail products is highest during the period of April
to August. Accordingly, ourThis sales topeak, combined with capacity constraints in the DIY/retail market tendwood
treatment process, requires us to be greater
during the second and third quarters. We build our inventory of finished goodstreated lumber
throughout the winter and springspring. Because sales prices of treated lumber
products may be indexed to supportthe Lumber Market at the time they are shipped, our
profits can be negatively affected by prolonged declines in the Lumber Market
during our primary selling season. To mitigate this sales peak. Restraints on
production capacity make this a necessary practicerisk, consignment inventory
programs are negotiated with certain vendors that are intended to decrease our
exposure to the Lumber Market by correlating the purchase price of the material
with the related sell price to the customer. These programs include those
materials which potentially exposes us
to adverse effects of changes in economic and industry trends. Since 1995,
inventory management initiatives, supply programs with vendors and programs with
customers have been used to reduce our exposureare most susceptible to adverse changes in the commodity lumber market and decrease demands on cash resources.

BACKLOG.Lumber Market.

Backlog. Due to the nature of our DIY/retail, manufactured housing and
industrial businesses, backlog information is not meaningful. The maximum time
between receipt of a firm order and shipment does not usually exceed a few days.
Therefore, we would not normally have a backlog of unfilled orders in a material
amount. The relationships with our major customers are such that we are either
the exclusive supplier of certain products and/or certain geographic areas, or
the designated source for a specified portion of the customer's requirements. In
such cases, either we are able to forecast the customer's requirements or the
customer may provide an estimate of its future needs. In neither case, however,
will we receive firm orders until just prior to the anticipated delivery dates
for the products in question.

On January 1,December 25, 2004 and December 27, 2003, we estimate that backlog orders
associated with the site-built construction business approximated $35.8$69.2 million
and $36.3$76.8 million,
respectively, representing approximately seven and ten weeks of production, respectively. We believeexpect that these orders will be filled
within the relatively short time period associated with our
backlog, in certain regions, provides a competitive advantage.

RESEARCH AND DEVELOPMENT.current fiscal year.

Research and Development. Our research and development efforts generally fall
into four categories: engineering and testing of new truss designs; design and
development of wood treatment systems and manufacturing processes; design and
development of machinery and tooling of various wood shaping devices; and
development of new products. Although important to our competitive strengths and
growth, the dollar amount of research and development expenditures has not
typically been material to us.

WOOD PRESERVATION TREATMENT.6

Environmental. Information required for environmental disclosures is
incorporated by reference from FootnoteNote N of the Consolidated Financial Statements
presented under Item 8 herein.

EMPLOYEES.Employees. At February 1, 2004,January 29, 2005, we had approximately 8,0008,200 employees. One of our
subsidiaries has certain production employees who are represented by a labor
union. We believe relations with our employees are good.

(d)

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS.

The dominant portion of our operations and sales occur in the United States.
Separate financial information about foreign and domestic operations and export
sales is incorporated by reference from Footnote ONote Q of the Consolidated Financial
Statements presented under Item 8 herein.

AVAILABLE INFORMATION.

Our Internet address is www.ufpi.com. Through our Internet web site under
"Financials" in the Investor Relations section, we make available free of
charge, as soon as reasonably practical after such information has been filed
with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act. Also available through
our Internet web site under "Corporate Governance" in the Investor Relations
section is our Code of Ethics for Senior Financial Officers.

REPORTS TO SECURITY HOLDERS.

Not applicable.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS.

Not applicable.

ITEM 2. PROPERTIES.

Our corporate headquarters building is located on a ten acre site adjacent to a main
thoroughfare in suburban Grand Rapids,
Michigan. The headquarters building
consists of several one and two story structures of wood construction.

We currently have more than 9598 facilities located throughout the United States,
Canada, and Mexico. These facilities are generally of steel frame and aluminum
construction and situated on fenced sites ranging in size from 7 acres to 48
acres. Depending upon function and location, these facilities
typically utilize office space, manufacturing space, treating space and covered
storage.

We own all of our properties, free from any significant mortgage or other
encumbrance, except for 12fourteen regional facilities which are leased. We
believe all of these operating facilities are adequate in capacity and condition
to service existing customer locations.

ITEM 3. LEGAL PROCEEDINGS.

Information regarding our legal proceedings is set forth in Note N of our
Consolidated Financial Statements which are presented under Item 8 of this Form
10-K and are incorporated herein by reference.

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

None.

Not applicable.

ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table lists the names, ages, and positions of all of our executive
officers as of February 1, 2004.2005. Executive officers are elected annually by the
Board of Directors at the first meeting of the Board following the annual
meeting of shareholders.

Name Age Position
---- --- --------

William G. Currie 5657 Vice Chair. of the Board and Chief Exec. Officer, Universal Forest Products, Inc.
Michael B. Glenn 5253 President and Chief Operating Officer, Universal Forest Products, Inc.
C. Scott Greene 4849 President, Universal Forest Products Eastern Division, Inc.
Robert K. Hill 5657 President, Universal Forest Products Western Division, Inc.
Donald L. James 44 Exec. Vice President Site-Built, Universal Forest Products Eastern Division, Inc.

Robert D. Coleman 49 Exec.50 Executive Vice President Manufacturing, Universal Forest Products, Inc.
Matthew J. Missad 4344 Executive Vice President and Secretary, Universal Forest Products, Inc.
Michael R. Cole 3738 Chief Financial Officer and Treasurer, Universal Forest Products, Inc.

William G. Currie joined us in 1971. From 1983 to 1990, Mr. Currie was President
of Universal Forest Products, Inc., and he was the President and Chief Executive
Officer of The Universal Companies, Inc. from 1989 until the merger to form
Universal Forest Products, Inc. in 1993. On January 1, 2000, Mr. Currie also
became Vice Chairman of the Board.

Michael B. Glenn has been employed by us since 1974. In June of 1989, Mr. Glenn
was elected Senior Vice President of our Southwest Operations, and on December
1, 1997, became President of Universal Forest Products Western Division, Inc.
Effective January 1, 2000, Mr. Glenn was promoted to President and Chief
Operating Officer.

C. Scott Greene joined us in February of 1991. In November of 1996 he became
General Manager of Operations for our Florida Region, and in January of 1999
became Vice President of Marketing for Universal Forest Products, Inc. During
early 2000, Mr. Greene became President of Universal Forest Products Eastern
Division, Inc.

Robert K. Hill has been with us since 1986. In March of 1993, Mr. Hill was
elected Senior Vice President of our Far West Operations. On December 1, 1997,
Mr. Hill became the Executive Vice President of Operations of Universal Forest
Products Western Division, Inc., and on January 1, 2000, became President of
that Division.

Donald L. James joined us in March of 1998, and in June of that year became
Director of National Sales, Site-Built Construction. Mr. James became the
General Manager of Site-Built Operations for Universal Forest Products Shoffner
LLC on January 1, 2001, became Vice President Site-Built,

Universal Forest Products Eastern Division, Inc. on January 1, 2002, and became
Executive Vice President Site-Built Universal Forest Products Eastern Division,
Inc. on January 1, 2003.

Robert D. Coleman, has been an employee since 1979. Mr. Coleman was promoted to
Senior Vice President of our Midwest Operations in September 1993. On December
1, 1997, Mr. Coleman became the Executive Vice President of Manufacturing of the
Universal Forest Products Eastern Division, Inc. On January 1, 1999, Mr. Coleman
was named the Executive Vice President of Manufacturing.

Matthew J. Missad has been employed since 1985. Mr. Missad has served as General
Counsel and Secretary since December 1, 1987, and Vice President Corporate
Compliance since August 1989. In February 1996, Mr. Missad was promoted to
Executive Vice President.

Michael R. Cole, CPA, CMA, joined us in November of 1993. In January of 1997,
Mr. Cole was promoted to Director of Finance, and on January 1, 2000 was made
Vice President of Finance. On July 19, 2000, Mr. Cole became Chief Financial
Officer.

PART II

The following information items in this Part II, which are contained in the 20032004
Annual Report, are specifically incorporated by reference into this Form 10-K
Report. These portions of the 20032004 Annual Report that are specifically
incorporated by reference are filed as Exhibit 13 with this Form 10-K Report.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES.

(a) The information required by this Itemrelating to market, holders and dividends is incorporated
by reference from the 20032004 Annual Report under the caption "Price Range of
Common Stock and Dividends."

Sales of equity securities in the fourth quarter not registered under the
Securities Act:

Date of Class of Number of Consideration
Sale Stock of Shares Purchasers Exchanged
----------- ----------------- -------- --------- ---------- -------------

Stock Gift Program Various Common 368248 Eligible None
persons None

(b) Not applicable.

Fiscal Month (a) (b) (c) (d)
- ------------ ------- --------- -------- ---------

September 26 - October 30, 2004(1)................... 1,550,587
October 31 - November 27, 2004....................... 1,550,587
November 28 - December 25, 2004...................... 1,550,587

(a) Total number of shares purchased.

(b) Average price paid per share.

(d) Maximum number of shares that may yet be purchased under the plans
or programs.

- ----------
(1) On October 21, 1998, the Board of Directors approved a share repurchase
program (which succeeded a previous program) allowing us to repurchase up
to 1.8 million shares of our common stock. On October 18, 2000 and
November 14, 2001, the Board of Directors authorized an additional 1
million shares and 2.5 million shares, respectively, to be repurchased
under the program. As of December 25, 2004, cumulative total authorized
shares available for repurchase is 1.5 million shares.

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this Item is incorporated by reference from the 20032004
Annual Report under the caption "Selected Financial Data."

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

The information required by this Itemitem is incorporated by reference from the 20032004
Annual Report under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to market risks related to fluctuations in interest rates on our
variable rate debt, which consists of a revolving credit facility and industrial
development revenue bonds. We do not currently use interest rate swaps, futures
contracts or options on futures, or other types of derivative financial
instruments to mitigate this risk.

For fixed rate debt, changes in interest rates generally affect the fair market
value, but not earnings or cash flows. Conversely, for variable rate debt,
changes in interest rates generally do

10
not influence fair market value, but do affect future earnings and cash flows.
We do not have an obligation to prepay fixed rate debt prior to maturity, and as
a result, interest rate risk and changes in fair market value should not have a
significant impact on such debt until we would be required to refinance it.

On December 27, 2003,25, 2004, the estimated fair value of our long-term debt, including
the current portion, was $215.2$210.1 million, which was $3.7$3.0 million greater than the
carrying value. The estimated fair value is based on rates anticipated to be
available to us for debt with similar terms and maturities. The estimated fair
value of notes payable included in current liabilities and the revolving credit
facility approximated the carrying values.

Expected cash flows over the next five years related to debt instruments are as
follows:

2004 2005 2006 2007 2008 2009 Thereafter Total
---- ---- ---- ---- ------------ ----- ----- --------- --------- ---------- -------------

($US equivalents, in thousands)
Long-term Debt:
Fixed Rate ($US)............... $5,714 $21,500 $78,500 $55,000 $160,714 $ 21,500 $ 78,500 $ 15,000 $ 40,000 $155,000
Average interest rate........ 7.15%rate 6.69% 6.98% 6.02%5.63% 6.16%
Variable Rate ($US)............ $2,423 $27,600 $542 $499 $ 2,479 $18,929 $52,472533 $ 452 $ 358 $ 2,362 $ 30,129 $ 18,308 $ 52,142
Average interest rate(1)..... 2.20% 2.78%

- ----------
(1)Average of rates at December 27, 2003.25, 2004.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this Item is incorporated by reference from the 20032004
Annual Report under the following captions:

"Management's Annual Report on Internal Control Over Financial Reporting"
"Report of Independent Auditors"Registered Public Accounting Firm
on Internal Control Over Financial Reporting"
"Report of Independent Registered Public Accountants"Accounting Firm"
"Consolidated Balance Sheets"
"Consolidated Statements of Earnings"
"Consolidated Statements of Shareholders' Equity"

"Consolidated Statements of Cash Flows"
"Notes to Consolidated Financial Statements"

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

Universal Forest Products, Inc. determined, for itself and on behalf of our
subsidiaries, to dismiss our independent auditors, Arthur Andersen LLP ("Arthur
Andersen"), and to engage the services of Ernst & Young LLP ("Ernst & Young") as
our new independent auditors. The change in auditors was approved by our Audit
Committee and Board of Directors and was effective as of May 20, 2002. As a
result, Ernst & Young audited our consolidated financial statements and our
subsidiaries for the fiscal year ended December 28, 2002.

Arthur Andersen's reports on our consolidated financial statements for the
fiscal year ended December 29, 2001 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. During the fiscal year ended December 29,
2001 and through May 20, 2002 (the Relevant Period), (1) there were no
disagreements with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedure
which, if not resolved to Arthur Andersen's satisfaction, would have caused
Arthur Andersen to make reference to the subject matter of the disagreement(s)
in connection with its reports on our consolidated financial statements for such
year; and (2) there were no reportable events as described in Item 304(a)(1)(v)
(Reportable Events) of the Commission's Regulation S-K.

During the Relevant Period, neither we nor anyone acting on our behalf consulted
with Ernst & Young regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our consolidated financial statements, or (ii)
any matters or reportable events as set forth in Items 304(a)(1)(iv) and (v),
respectively, of Regulation S-K.

We have not been able to obtain, after reasonable efforts, the re-issued reports
or consent of Arthur Andersen related to the 2001 consolidated financial
statements and financial statement schedule. Therefore, we have included a copy
of their previously issued report.Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

(a)(1) Evaluation of Disclosure Controls and Procedures. With the participation
of management, our chief executive officer and chief financial officer,
after evaluating the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a - 14c15e and 15d - 14c)15e) as
of the year ended December 27, 200325, 2004 (the "Evaluation Date"), have
concluded that, as of such date, our disclosure controls and procedures
were adequateeffective.

(2) Management's Annual Report on Internal Control Over Financial Reporting.
Management's Annual Report on Internal Control Over Financial Reporting is
included in the 2004 Annual Report under the caption "Management's Annual
Report on Internal Control Over Financial Reporting" and effective to ensureis incorporated
herein by reference. Our accounting firm's attestation on that material
information relating to usReport is
also included in the 2004 Annual Report in the caption "Report of
Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting" and our consolidated subsidiaries would be
made known to them in connection with our filing of this Form 10-K.

(b)is incorporated herein by reference.

(3) Changes in Internal Controls. ThereDuring the fourth quarter ended December 25,
2004, there were no significant changes in our internal controlscontrol over financial
reporting that materially affected, or in other factors that could significantlyis reasonably likely to materially
affect,
these controls subsequent to the Evaluation Date through the date of
this filing of Form 10-K, nor were there any significant deficiencies
or material weaknesses in our internal controls that would require
corrective actions.control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information relating to executive officers is included in this report in the
last Section of Part I under the caption "Additional Item: Executive Officers of
the Registrant." Information relating to directors and compliance with Section
16(a) of the Securities and Exchange Act of 1934 is incorporated by reference
from our definitive Proxy Statement for the year ended December 27, 200325, 2004 for the
20042005 Annual Meeting of Shareholders, as filed with the Commission ("20042005 Proxy
Statement"), under the captions "Election of Directors," "Corporate Governance
and Board Matters," and "Section 16(a) Beneficial Ownership Reporting
Compliance." Information relating to our code of ethics is included in this
report in Part I under the caption "Available Information".

ITEM 11. EXECUTIVE COMPENSATION.

Information relating to executive compensation is incorporated by reference from
the 20042005 Proxy Statement under the caption "Executive Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.MANAGEMENT AND
RELATED SHAREHOLDER MATTERS.

Information relating to security ownership of certain beneficial owners and
management is incorporated by reference from our 20042005 Proxy Statement under the
captions "Ownership of Common Stock" and "Securities Ownership of Management."

Information relating to securities authorized for issuance under equity
compensation plans as of December 27, 2003,25, 2004, is as follows:

Number of Weightedshares
Number of sharesremaining available
shares to Weighted for future issuance
be issued average remaining available for
issuedunder equity
upon exercise future issuance undercompensation plans
exercise of price of equity compensation[excluding shares
outstanding outstanding plans [excluding sharesreflected in
options options reflected in column (a)](1)
--------------
----------- ------------------------------------- -------------------
(a) (b) (c)
-------------- ----------- ------------------------------------- -------------------

Equity compensation plans approved by security holders................ 1,995,516 $16.83 874,200holders 1,877,259 $17.42 837,374
Equity compensation plans not approved by security holders................holders none

(1) Annual increases will be added on the date of the annual meeting of
shareholders, equal to the lesser of (i) 200,000 shares; (ii) 1% of the sum of
(1) the outstanding shares, plus (2) the number of shares subject to outstanding
options issued under our option plans; or (iii) an amount determined by the
Board of Directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information relating to certain relationships and related transactions is
incorporated by reference from the 20042005 Proxy Statement under the captions
"Election of Directors" and "Related Party Transactions."

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information relating to the types of services rendered by our Independent
Auditors and the fees paid for these services is incorporated by reference from
our 20042005 Proxy Statement under the caption "Independent Public Accountants."

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.SCHEDULES.

(a) 1. Financial Statements. The following Management's Annual Report, Reports
of Independent Auditors,
Report of IndependentRegistered Public Accountants,Accounting Firm and Consolidated
Financial Statements are incorporated by reference, under Item 8 of this
report, from the 20032004 Annual Report:

Management's Annual Report on Internal Control Over Financial Reporting
Report of Independent Auditors - Ernst & Young LLPRegistered Public Accounting Firm on
Internal Control Over Financial Reporting
Report of Independent Registered Public Accountants - Arthur Andersen LLPAccounting Firm
Consolidated Balance Sheets as of December 25, 2004 and December 27, 2003
Consolidated Statements of Earnings for the Years Ended December 25, 2004,
December 27, 2003 and December 28, 2002
Consolidated Statements of Earnings for the Years Ended December 27, 2003,
December 28, 2002 and December 29, 2001
Consolidated Statements of Shareholders' Equity for the Years Ended
December 25, 2004, December 27, 2003 and December 28, 2002 and December 29, 2001
Consolidated Statements of Cash Flows for the Years Ended
December 25, 2004, December 27, 2003 and December 28, 2002 and December 29, 2001
Notes to Consolidated Financial Statements

2. Financial Statement Schedules. All schedules required by this Form 10-K
Report have been omitted because they were inapplicable, included in the
Consolidated Financial Statements or Notes to Consolidated Financial
Statements, or otherwise not required under instructions contained in
Regulation S-X.

3. Exhibits. Reference is made to the Exhibit Index which is included in
this Form 10-K Report.

(b) None.Reference is made to the Exhibit Index which is included in this Form 10-K
Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: March 11, 200410, 2005 UNIVERSAL FOREST PRODUCTS, INC.

By: /s/ William G. Currie
---------------------------------------------------------------------------------------
WILLIAM G. CURRIE, VICE CHAIRMAN OF THE
BOARD AND CHIEF EXECUTIVE OFFICER

and

/s/ Michael R. Cole
---------------------------------------------------------------------------------------
MICHAEL R. COLE, CHIEF FINANCIAL OFFICER
AND TREASURER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 11th10th day of March, 2004,2005, by the following
persons on behalf of us and in the capacities indicated.

Each Director whose signature appears below hereby appoints Matthew J.
Missad and Michael R. Cole, and each of them individually, as his
attorney-in-fact to sign in his name and on his behalf as a Director, and to
file with the Commission any and all amendments to this report on Form 10-K to
the same extent and with the same effect as if done personally.

/s/ Peter F. Secchia /s/ William G. Currie
- ------------------------------------ -------------------------------- ----------------------------------------
PETER F. SECCHIA, DIRECTOR WILLIAM G. CURRIE, DIRECTOR

/s/ Dan M. Dutton /s/ John M. Engler
- ------------------------------------ -------------------------------- ----------------------------------------
DAN M. DUTTON, DIRECTOR JOHN M. ENGLER, DIRECTOR

/s/ John W. Garside /s/ Gary F. Goode
- ------------------------------------ -------------------------------- ----------------------------------------
JOHN W. GARSIDE, DIRECTOR GARY F. GOODE, DIRECTOR

/s/ Mark A. Murray /s/ Philip M. Novell
- -------------------------------- ----------------------------------------
MARK A. MURRAY, DIRECTOR PHILIP M. NOVELL, DIRECTOR

/s/ Louis A. Smith
- ------------------------------------ --------------------------------
PHILIP M. NOVELL, DIRECTOR
LOUIS A. SMITH, DIRECTOR

EXHIBIT INDEX

Exhibit # Description

3 Articles of Incorporation and Bylaws.

(a) Registrant's Articles of Incorporation were filed as Exhibit
3(a) to a Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.

(b) Registrant's Bylaws were filed as Exhibit 3(b) to a
Registration Statement on Form S-1 (No. 33-69474) and the same
is incorporated herein by reference.

4 Instruments Defining the Rights of Security Holders.

(a) Specimen form of Stock Certificate for Common Stock was filed
as Exhibit 4(a) to a Registration Statement on Form S-1 (No.
33-69474) and the same is incorporated herein by reference.

(b)(3) Series A, Senior Unsecured Note Agreement dated May 5, 1994,
was filed as Exhibit 4(b)(3) to a Form 10-Q Quarterly Report
for the quarter period ended March 26, 1994, and the same is
incorporated herein by reference.

(b)(4) First Amendment to Note Agreement dated November 13, 1998,
relating to Series A, Senior Unsecured Note Agreement dated
May 5, 1994, was filed as Exhibit 4(b)(4) to a Form 10-K
Annual Report for the fiscal year ended December 26, 1998.

10 Material Contracts.

(a) Form of Conditional Share Grant Agreement utilized under the
Company's Long Term Stock Incentive Plan, was filed as Exhibit
10(a) to a Form 10-Q Quarterly Report for the quarter ended
September 25, 2004.

(a)(2) Redemption Agreement with Peter F. Secchia, dated January 2,
2002, was filed as Exhibit 10(a)(2) to a Form 10-K, Annual
Report for the year ended December 29, 2001 and the same is
incorporated herein by reference.

*(a)(3) Consulting Agreement with Peter F. Secchia, dated December 31,
2002, and Assignment dated January 1, 2003 was filed as
Exhibit 10(a)(3) to a Form 10-K, Annual Report for the year
ended December 28, 2002 and the same is incorporated herein by
reference.

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*(a)(4) Nondisclosure and Non-Compete Agreement with Peter F. Secchia,
dated December 31, 2002 was filed as Exhibit 10(a)(4) to a
Form 10-K, Annual Report for the year ended December 28, 2002
and the same is incorporated herein by reference.

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*(a)(5) Conditional Share Grant Agreement with William G. Currie dated
April 17, 2002 was filed as Exhibit 10(a)(5) to a Form 10-K,
Annual Report for the year ended December 28, 2002 and the
same is incorporated herein by reference.

(a)(6) Form of Conditional Share Grant Agreement utilized under the
Company's Long Term Stock Incentive Plan, was filed as Exhibit
10(a) to a Form 10-Q Quarterly Report for the quarter ended
September 25, 2004.

(b) Form of Indemnity Agreement entered into between the
Registrant and each of its directors was filed as Exhibit
10(b) to a Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.

(c)(2) Lease guarantee, dated March 10, 1978, given by Registrant on
behalf of Universal Restaurants, Inc. to Jackson Properties
was filed as Exhibit 10(c)(2) to a Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.

*(e)(1) Form of Executive Stock Option Agreement was filed as Exhibit
10(e)(1) to a Registration Statement on Form S-1 (No.
33-69474) and the same is incorporated herein by reference.

*(e)(2) Form of Officers' Stock Option Agreement was filed as Exhibit
10(e)(2) to a Registration Statement on Form S-1 (No.
33-69474) and the same is incorporated herein by reference.

*(f) Salaried Employee Bonus Plan was filed as Exhibit 10(f) to a
Registration Statement on Form S-1 (No. 33-69474) and the same
is incorporated herein by reference.

(i)(1) Revolving Credit Agreement dated November 13, 1998 was filed
as Exhibit 10(i)(1) to a Form 10-K Annual Report for the year
ended December 26, 1998, and the same is incorporated herein
by reference.

(i)(2) Series 2002-A, Revolving Credit Agreement dated November 25,
2002 was filed as Exhibit 10(i)(2) to a Form 10-K Annual
Report for the year ended December 28, 2002.

(i)(3) First Amendment dated September 18, 2003 relating to Series
2002-A, Revolving Credit Agreement dated November 25, 2002 was
filed as Exhibit 10(i)(3) to a Form 10-Q Quarterly Report for
the quarter ended September 27, 2003.

(i)(4) Series 2004-A, Credit Agreement dated December 20, 2004 was
filed as Exhibit 10(i) to a Form 8-K Current Report dated
December 21, 2004.

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(j)(1) Series 1998-A, Senior Note Agreement dated December 21, 1998
was filed as Exhibit 10(j)(1) to a Form 10-K Annual Report for
the year ended December 26, 1998, and the same is incorporated
herein by reference.

(j)(2) Series 2002-A, Senior Note Agreement dated December 18, 2002
was filed as Exhibit 10(j)(2) to a Form 10-K Annual Report for
the year ended December 28, 2002.

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(k)(1) Program for Accounts Receivable Transfer ("PARTS") Agreement
dated September 22, 2003 was filed as Exhibit 10(k)(1) to a
Form 10-Q Quarterly Report for the quarter ended September 27,
2003.

(k)(2) Deposit Account Control Agreement dated September 22, 2003,
completed pursuant to the PARTS Agreement, was filed as
Exhibit 10(k)(2) to a Form 10-Q, Quarterly Report for the
quarter ended September 27, 2003.

(k)(3) Program for Accounts Receivable Transfer ("PARTS") Agreement
dated November 12, 2004 was filed as Exhibit 10(k) to a Form
8-K Current Report dated November 15, 2004.

13 Selected portions of the Company's Annual Report to Shareholders for
the fiscal year ended December 27, 2003.

16 Letter from Arthur Andersen LLP regarding change in certifying
accountant is incorporated by reference from Exhibit 1625, 2004.

14 Code of Registrant's
current report on Form 8-K dated May 21, 2002.Ethics for Senior Financial Officers

(a) Code of Ethics for Chief Financial Officer

(b) Code of Ethics for Vice President of Accounting and
Administration.

21 Subsidiaries of the Registrant.

23 Consents of Experts and Counsel.

(a) Consent of Ernst & Young LLP.

(b) Information Concerning Consent of Arthur Andersen LLP.

31 Certifications.

(a) Certificate of the Chief Executive Officer of Universal Forest
Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).

(b) Certificate of the Chief Financial Officer of Universal Forest
Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).

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32 Certifications.

(a) Certificate of the Chief Executive Officer of Universal Forest
Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).

(b) Certificate of the Chief Financial Officer of Universal Forest
Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350).

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- ----------
* Indicates a compensatory arrangement.

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