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) ~~July~~ May 25, ~~2005~~2006

K&F ~~INDUSTRIES~~ Industries Holdings, ~~INC~~Inc. K&F Industries, Inc. (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware		Delaware
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)

333-124870		33-29035
(Commission File Number)		(Commission File Number)

20-1844325		34-1614845
(IRS Employer Identification No.)		(IRS Employer Identification No.)

50 Main Street, 4th Floor, White Plains, NY		10606
(Address of principal executive offices)		(Zip Code)

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)

(914) 448-2700
(Registrants’ telephone number, including area 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 75.0102. ~~Regulation~~Election FDof ~~Disclosure~~Director.

~~The~~On ~~following~~May ~~information~~25, is2006, ~~provided~~the ~~pursuant~~Board toof ~~Regulation~~Directors ~~FD.~~ of K&F Industries Holdings, Inc. (~~the~~ “~~Parent~~KFI”)~~, is~~ ~~the~~and ~~parent company~~ of ~~the Registrant,~~ K&F Industries, Inc. (~~the~~ “~~Registrant~~Industries”) elected Mr. Jack Peiffer as a director of each company. The ~~Parent~~KFI board is ~~currently~~divided ~~not~~into athree ~~reporting issuer. However,~~classes ~~Parent~~of ~~has~~directors, ~~disclosed its~~and ~~currently~~Mr. ~~expected~~Peiffer ~~financial~~will ~~results~~serve for the ~~three~~term ~~and~~of ~~six~~the ~~months~~class ~~ended June~~that ~~30,~~expires ~~2005~~in 2008. Mr. Peiffer will serve as a member of the Audit Committee of each of KFI and Industries.

~~These~~Mr. ~~disclosed~~Peiffer ~~expected~~retired ~~financial~~from ~~results~~General ~~are~~Electric ~~for~~in ~~the~~1994 ~~Parent~~after ~~together with~~38 ~~its~~years ~~direct~~of ~~and~~service. ~~indirect~~He ~~subsidiaries,~~held ~~including~~positions ~~Registrant,~~with ~~and~~GE ~~not~~that ~~the Registrant~~included ~~alone. Due~~Traveling toAuditor ~~different capital~~and ~~structures,~~Manager ~~the~~of ~~Registrant’s~~Information ~~financial~~and ~~results,~~Data ~~when~~Process ~~disclosed~~Services byfor the ~~Registrant~~ inradio ~~the~~receiver ~~ordinary course~~business, ~~will~~followed ~~differ~~by ~~from~~Senior ~~the~~Financial ~~expected~~Management ~~results disclosed~~positions byin the ~~Parent. However~~Industrial Diamond business, ~~this~~the ~~information has~~Chemical ~~been~~and ~~disclosed~~Metallurgical byGroup and the ~~Parent~~Technical inMaterials ~~Amendment~~Sector Noof GE. 2He towas ~~its~~later ~~Registration Statement~~elected onVice ~~Form~~President ~~S-1,~~and ~~filed~~General ~~with~~Manager ~~the~~for ~~Securities~~General ~~and~~Electric ~~Exchange~~Supply ~~Commission~~Company, ~~(the~~and ~~“SEC”) on~~in ~~July~~1983 ~~25,~~was ~~2005~~appointed ~~and~~Senior ~~may~~Vice ~~also~~President-Human beResources ~~important~~reporting ~~with~~directly ~~respect~~ to the ~~Registrant,~~CEO and ~~accordingly~~ ~~the~~Chairman ~~Registrant~~of ~~is hereby disclosing~~ the ~~information~~Board.

The Registrant further notes that the information disclosed by Parent is not finalized, and it is therefore possible that Parent’s actual results, as well as the information included therein that may be important with respect to Registrant, may vary from the information set forth below. 2

~~The Registrant will disclose Registrant’s own financial results in the ordinary course.~~SIGNATURES

~~The~~Pursuant ~~information~~to ~~disclosed~~the requirements byof the ~~Parent~~Securities ~~consists~~Exchange Act of 1934, the ~~following:~~Co-Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

For the three months ended June 30, 2005, the Parent expects to report revenues of $90.3 million, bookings of $90.2 million, EBITDA of $34.1 million and net income of $6.9 million. Revenues, bookings and EBITDA increased 8%, 20% and 35%, respectively, over the comparable period last year, driven by strong demand in all market sectors, and net income decreased 19% primarily due to increased interest expense resulting from higher indebtedness and increased amortization expense due to fair value accounting of the Parent’s intangible assets both related to the Parent’s acquisition of the Registrant in November 2004 (the “Acquisition”).

	K&F Industries Holdings, Inc.


Date: May 30, 2006	By:	/S/ Ronald H. Kisner
		Executive Vice President, Secretary and General Counsel

~~For~~Pursuant ~~the six months ended June 30, 2005, the Parent expects~~ to ~~report revenues of $179.0 million, bookings of~~the ~~$187.9~~requirements ~~million, EBITDA~~ of ~~$54.1~~the ~~million~~Securities ~~and~~Exchange ~~net~~Act ~~income~~ of ~~$3.9 million. Revenues~~1934, ~~bookings and EBITDA increased 7%, 14% and 6%, respectively, over~~ the ~~first~~ ~~six~~Co-Registrant ~~months~~has ~~of the prior year, driven by strong demand in all market~~duly ~~sectors,~~caused ~~and~~this ~~net~~report ~~income decreased 78% primarily due~~ to ~~increased~~be ~~interest expense~~signed ~~resulting~~on ~~from~~its ~~higher~~behalf ~~indebtedness~~by ~~and increased amortization expense due to fair value accounting of~~ the ~~Parent’s~~undersigned ~~intangible~~thereunto ~~assets both related to~~duly ~~the Acquisition~~authorized.

“EBITDA” represents net income before interest expense, income tax provision and depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined in accordance with accounting principles generally accepted in the United States of America and the Parent’s calculations thereof may not be comparable to similarly entitled measures reported by other companies.

	K&F Industries, Inc.


Date: May 30, 2006	By:	/S/ Ronald H. Kisner
		Executive Vice President, Secretary and General Counsel

~~The following is a reconciliation of EBITDA to net income:~~3

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2005		2004		2005
	(Predecessor)				(Predecessor)
	(In thousands)
Net Income	$	8,511	$	6,915	$	17,575	$	3,943
Adjustments
Interest expense, net	9,742		17,141		19,504		35,453
Income tax provision	3,926		3,808		8,276		2,297
Depreciation and amortization expense	3,006		6,236		5,882		12,369
EBITDA	$	25,185	$	34,100	$	51,237	$	54,062

The following table shows non-recurring and certain other items included in EBITDA:

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2005		2004			2005
	(Predecessor)				(Predecessor)
	(In thousands)
Non-recurring inventory purchase accounting adjustments	$	—	$	—	$	—		$	12,084
Non-recurring salary and benefit expense	1,707		—		3,428			—
Non-recurring non-cash income	—		—		(592		)	—
Program Participation Costs previously expensed	6,098		—		10,817			—
	$	7,805	—		$	13,653		$	12,084

Productivity Initiatives

Beginning in 2005, the Parent’s indirect subsidiaries, Aircraft Braking Systems Corporation and Engineered Fabrics Corporation began to study certain aspects of their operations and to implement certain productivity initiatives, commonly referred to as ‘‘lean manufacturing’’ principles, which are designed to reduce costs. These initiatives include the reduction of overtime, reductions and realignments of work shifts, vacating and relocating manufacturing space, reducing direct costs of materials and eliminating redundant labor. The Parent incurred expenses related to these productivity initiatives of approximately $1.6 million during the six months ended June 30, 2005, which resulted in $1.0 million of cost savings in the first half of 2005. The Parent expects to spend an additional $1.4 million for these productivity initiatives in the remainder of 2005, which it anticipates will result in additional cost savings of $2.0 million for the remainder of 2005 and $8.0 million in cost savings per year thereafter. The Parent does not anticipate incurring any additional expenses in connection with the foregoing productivity initiatives after 2005.

As set forth above, these disclosed expected financial results are for the Parent together with its direct and indirect subsidiaries, including Registrant, and not the Registrant alone. Due to different capital structures, the Registrant’s financial results, when disclosed by the Registrant in the ordinary course, will differ from the expected results disclosed by the Parent. However, this information has been disclosed by the Parent in Amendment No. 2 to its Registration Statement on Form S-1, filed with the SEC on July 25, 2005 and may also be important with respect to the Registrant, and accordingly the Registrant is hereby disclosing the information.

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, Inc.
Date: July 25, 2005	By:	/s/ Dirkson R. Charles
		Executive Vice President and Chief Financial Officer

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