8-K

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 Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	May 16, 2006

Bandag, Incorporated

(Exact name of registrant as specified in its charter)

Iowa	1-7007	42-0802143
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

2905 North Highway 61, Muscatine, Iowa 52761-5886

(Address of principal executive offices, including zip code)

(563) 262-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, 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:

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

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

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

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

Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

        On May 16, 2006, the Board of Directors of Bandag, Incorporated (the “Corporation”) adopted an amendment to Section 2 of Article III of the Corporation’s By-Laws. The amendment reduces the number of directors of the Corporation from nine to seven. The text of the amendment to Section 2 of Article III of the Corporation’s By-Laws is attached to this Current Report on Form 8-K as Exhibit 3 and is incorporated into this Current Report on Form 8-K by reference. The effective date of the amendment is May 16, 2006.

Item 9.01.     Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

The following exhibit is being filed herewith:

3 Text of Amendment to Section 2 of Article III of By-Laws.

-1-

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.

BANDAG, INCORPORATED

(Registrant)

By:  /s/ Warren W. Heidbreder

        Warren W. Heidbreder

        Vice President, Chief Financial Officer

Date: May 17, 2006

Signature Page

BANDAG, INCORPORATED

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

3 Text of Amendment to Section 2 of Article III of By-Laws.

Exhibit Index

EX-3

Exhibit 3

Text of amendment to Section 2 of Article III of By-Laws:

“The number of directors of the Corporation shall be seven (7).”