UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported) May 20, 2005

K&F INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-29035	34-1614845
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 Third Avenue, New York, NY		10016
(Address of principal executive offices)		(Zip code)

(212) 297-0900

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report.)

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

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

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

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

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

Item 3.02. Unregistered Sales of Equity Securities

On May 20, 2005 K&F Industries Holdings, Inc. (“K&F” or the “Company”) announced the redemption of all of its remaining outstanding 15 percent senior redeemable preferred stock for an aggregate redemption price of $40.2 million. The redemption was funded with a portion of the proceeds from recently completed offerings of common and junior redeemable preferred stock. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On April 27, May 16, and May 19, 2005, K&F completed three offerings, each of common stock par value $0.01 per share (“Common Stock”), and Junior/Series A Redeemable Exchangeable Preferred Stock, par value $0.01 per share (“Junior Preferred Stock”). The offerings included 170.8, 12.4 and 38.2 shares of Junior Preferred Stock, respectively, and 1,394, 99 and 312 shares of Common Stock, respectively. The offering prices for all three of these offerings were $10,000 per share of Junior Preferred Stock and $1,000 per share of Common Stock. The April 27, May 16, and May 19 offerings raised proceeds of $1,708,000, $124,000 and $382,000, respectively, for the Junior Preferred Stock, and proceeds of $1,394,000, $99,000 and $312,000, respectively, for the Common Stock. The equity securities were offered and sold by K&F to a limited partnership comprised of certain accredited and non-accredited co-investors in a transaction not involving a public offering in reliance on Section 4(2) of the Securities Act. The limited partnership represented its intention to acquire the equity securities for investment only and not with a view to, or for sale in connection with, any distribution thereof and appropriate legends were affixed to the share certificates issued in this transaction. These sales and issuances were made without any general solicitation or advertising and the limited partnership and each of its limited partners are sophisticated investors. Each of the limited partnership and its limited partners had adequate access, through their relationships with K&F, to adequate information about K&F.

On May 6, 2005, K&F completed an offering of 2,250.8 shares of Junior Preferred Stock at $10,000 per share and 18,377 shares of common stock at $1,000 per share. This offering raised approximately $18.4 million with respect to the Common Stock and $22.5 million with respect to the Junior Preferred Stock. The equity securities were offered to a limited number of accredited investors in reliance on Regulation D under the Securities Act and were not registered thereunder.

On May 16, 2005 and May 19, 2005 K&F completed offerings of 305.4 and 2,367.50 shares of Junior Preferred Stock, respectively, and 2,492 and 19,325 shares of Common Stock, respectively. The offering prices for these offerings were $10,000 per share of Junior Preferred Stock and $1,000 per share of Common Stock. These offerings raised proceeds of $3,054,000 and $23,675,000, respectively, for the junior preferred stock, and proceeds of $2,492,000 and $19,325,000, respectively, for the common stock. The equity securities were offered to a limited number of accredited investors in reliance on Regulation D under the Securities Act and were not registered thereunder.

Item 8.01. Other Events

On May 23, 2005 K&F Industries Holdings, Inc., announced the filing of a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) for a proposed initial public offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press Release dated May 20, 2005

99.2		Press Release dated May 23, 2005

SIGNATURES

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

	K&F Industries Holdings, Inc.


Date: May 24, 2005	By:	/s/ Dirkson R. Charles
		Dirkson R. Charles
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99.1		Press Release dated May 20, 2005

99.2		Press Release dated May 23, 2005

K&F INDUSTRIES INC 8-K