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                                    FORM 18-K

           For Foreign Governments and Political Subdivisions Thereof

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ANNUAL REPORT

                                       of

                 LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK

                              (Name of Registrant)

                                       and

                         THE STATE OF BADEN-WURTTEMBERG

                          (Guarantor and Co-Signatory)


               Date of end of last fiscal year: December 31, 2005

                              SECURITIES REGISTERED
                      (As of the close of the fiscal year)*

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                          Amount as to which         Names of exchanges on which
  Title of Issue       registration is effective             registered
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        N/A                       N/A                            N/A
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* The Registrant files annual reports on Form 18-K on a voluntary basis.

            Name and address of person authorized to receive notices
         and communications from the Securities and Exchange Commission:

                                 Stephan Hutter
                             Shearman & Sterling LLP
                               Gervinusstrasse 17
                        60322 Frankfurt am Main, Germany

                                  Page 1 of 12

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                                EXPLANATORY NOTE

         This annual report is jointly filed by L-Bank, also known as
Landeskreditbank Baden-Wurttemberg - Forderbank, an institution organized under
public law of the State of Baden-Wurttemberg ("Baden-Wurttemberg") of the
Federal Republic of Germany, and Baden-Wurttemberg. All debt securities issued
by L-Bank benefit from an explicit guarantee by Baden-Wurttemberg.

         In this annual report, references to "Euro" or "EUR" are to the single
European currency adopted by certain participating Member States of the European
Union, including the Federal Republic of Germany, as of January 1, 1999.
References to "Deutsche Mark" or "DM" are to the former national currency unit
of the Federal Republic of Germany, which ceased to be legal tender in the
Federal Republic of Germany as of January 1, 2002. References to "U.S. dollars,"
"U.S.$" or "$" are to United States dollars.


                                    FORM 18-K

L-Bank

1.   In respect of each issue of securities of L-Bank registered, a brief
     statement as to:

     (a)  The general effect of any material modifications, not previously
          reported, of the rights of the holders of such securities.

          Not applicable.

     (b)  The title and the material provisions of any law, decree or
          administrative action, not previously reported, by reason of which the
          security is not being serviced in accordance with the terms thereof.

          Not applicable.

     (c)  The circumstances of any other failure, not previously reported, to
          pay principal, interest, or any sinking fund or amortization
          installment.

          Not applicable.

2.   A statement as of the close of the last fiscal year of L-Bank giving the
     total outstanding of:

     (a)  Internal funded debt of L-Bank. (Total to be stated in the currency of
          L-Bank. If any internal funded debt is payable in a foreign currency,
          it should not be included under this paragraph (a), but under
          paragraph (b) of this Item 2.)

          The total principal amount of internal funded debt of L-Bank
          outstanding as of December 31, 2005 was EUR 36,992.9 million.

                                       2



     (b)  External funded debt of L-Bank. (Totals to be stated in the respective
          currencies in which payable. No statement need be furnished as to
          intergovernmental debt.)

          See "Debt Record - Supplementary Information on Debt of L-Bank," note
          (9) to the table on p. 22 of Exhibit (d), which is hereby incorporated
          by reference herein.

3.   A statement giving the title, date of issue, date of maturity, interest
     rate and amount outstanding, together with the currency or currencies in
     which payable, of each issue of funded debt of L-Bank outstanding as of the
     close of the last fiscal year of L-Bank.

     See "Debt Record - Supplementary Information on Debt of L-Bank," p. 21 of
     Exhibit (d), which is hereby incorporated by reference herein.

4.   (a)  As to each issue of securities of L-Bank which is registered, there
          should be furnished a breakdown of the total amount outstanding, as
          shown in Item 3, into the following:

          (1)  Total amount held by or for the account of L-Bank.

               Not applicable.

          (2)  Total estimated amount held by nationals of the Federal Republic
               of Germany; this estimate need be furnished only if it is
               practicable to do so.

               Not applicable.

          (3)  Total amount otherwise outstanding.

               Not applicable.

     (b)  If a substantial amount is set forth in answer to paragraph (a)(1)
          above, describe briefly the method employed by L-Bank to reacquire
          such securities.

          Not applicable.

5.   A statement as of the close of the last fiscal year of L-Bank giving the
     estimated total of:

     (a)  Internal floating indebtedness of L-Bank. (Total to be stated in the
          currency of L-Bank.)

          For the total amount of internal floating indebtedness of L-Bank
          (defined as total internal indebtedness subject to a variable interest
          rate), see "L-Bank - Debt Record" p. 21 of Exhibit (d), which is
          hereby incorporated by reference herein.

     (b)  External floating indebtedness of L-Bank. (Total to be stated in the
          respective currencies in which payable.)

                                       3



          The total principal amount of external floating indebtedness of L-Bank
          outstanding as of December 31, 2005 was (in millions):

          For the total amount of external floating indebtedness of L-Bank
          (defined as total external indebtedness subject to a variable interest
          rate), see "L-Bank - Debt Record" p. 21 of Exhibit (d), which is
          hereby incorporated by reference herein.

6.   Statements of the receipts, classified by source, and of the expenditures,
     classified by purpose, of L-Bank for each fiscal year of L-Bank ended since
     the close of the latest fiscal year for which such information was
     previously reported. These statements should be so itemized as to be
     reasonably informative and should cover both ordinary and extraordinary
     receipts and expenditures; there should be indicated separately, if
     practicable, the amount of receipts pledged or otherwise specifically
     allocated to any issue registered, indicating the issue.

     See "L-Bank - Management's Discussion and Analysis of Financial Condition
     and Results of Operations - Statement of Income," "Financial Statements of
     L-Bank - Statement of Income," "Financial Statements of L-Bank - Notes to
     the Financial Statements," pp. 24, F-7 and F-9, respectively, of Exhibit
     (d), which are hereby incorporated by reference herein.

7.   (a)  If any foreign exchange control, not previously reported, has been
          established by the Federal Republic of Germany, briefly describe such
          foreign exchange control.

          No foreign exchange control not previously reported was established by
          the government of the Federal Republic of Germany during 2005.

     (b)  If any foreign exchange control previously reported has been
          discontinued or materially modified, briefly describe the effect of
          any such action, not previously reported.

          No foreign exchange control previously reported was discontinued or
          materially modified by the government of the Federal Republic of
          Germany during 2005.

8.   Not applicable.

9.   Not applicable.

10.  Not applicable.

                                       4



Baden-Wurttemberg

1.   Not applicable.

2.   A statement as of December 31, 2005 giving the total outstanding of:

     (a)  Internal funded debt of Baden-Wurttemberg. (Total to be stated in the
          currency of Baden-Wurttemberg. If any internal funded debt is payable
          in a foreign currency, it should not be included under this paragraph
          (a), but under paragraph (b) of this Item 2.)

          The total principal amount of internal funded indebtedness of
          Baden-Wurttemberg outstanding as of December 31, 2005 was EUR 39,104.3
          million. (Source: Baden-Wurttemberg State Ministry of Finance.) For
          information on the total debt of Baden-Wurttemberg, see "The State of
          Baden-Wurttemberg - Debt Record - Direct Debt of Baden-Wurttemberg as
          of December 31, 2005," p. 63 of Exhibit (d), which is hereby
          incorporated by reference herein.

     (b)  External funded debt of Baden-Wurttemberg. (Totals to be stated in the
          respective currencies in which payable. No statement need be furnished
          as to intergovernmental debt.)

          As of December 31, 2005, Baden-Wurttemberg had external funded
          indebtedness of EUR 436.2 million.

3.   A statement giving the title, date of issue, date of maturity, interest
     rate and amount outstanding, together with the currency or currencies in
     which payable, of each issue of funded debt of Baden-Wurttemberg
     outstanding as of the close of the last fiscal year of Baden-Wurttemberg.

     See "The State of Baden-Wurttemberg - Debt Record - Direct Debt of
     Baden-Wurttemberg as of December 31, 2005," pp. 63 of Exhibit (d), which is
     hereby incorporated by reference herein.

4.   (a)  As to each issue of securities of Baden-Wurttemberg which is
          registered, there should be furnished a breakdown of the total amount
          outstanding as shown in Item 3, into the following:

          (1)  Total amount held by or for the account of Baden-Wurttemberg.

               Not applicable.

          (2)  Total estimated amount held by nationals of the Federal Republic
               of Germany; this estimate need be furnished only if it is
               practicable to do so.

               Not applicable.

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          (3)  Total amount otherwise outstanding.

               Not applicable.

     (b)  If a substantial amount is set forth in answer to paragraph (a)(1)
          above, describe briefly the method employed by Baden-Wurttemberg to
          reacquire such securities.

          Not applicable.

5.   A statement as of the close of the last fiscal year of Baden-Wurttemberg
     giving the estimated total of:

     (a)  Internal floating indebtedness of Baden-Wurttemberg. (Total to be
          stated in the currency of Baden-Wurttemberg.)

          As of December 31, 2005, Baden-Wurttemberg had no outstanding internal
          floating indebtedness (defined as that portion of the total internal
          funded indebtedness of Baden-Wurttemburg which is payable during the
          calendar year 2006). (Source: Baden-Wurttemberg State Ministry of
          Finance.) For information on the total debt of Baden-Wurttemberg, see
          "The State of Baden-Wurttemberg - Debt Record - Direct Debt of
          Baden-Wurttemberg as of December 31, 2005," p. 63 of Exhibit (d),
          which is hereby incorporated by reference herein.

     (b)  External floating indebtedness of Baden-Wurttemberg. (Total to be
          stated in the respective currencies in which payable.)

          None.

6.   Statements of the receipts, classified by source, and of the expenditures,
     classified by purpose, of Baden-Wurttemberg for each fiscal year of
     Baden-Wurttemberg ended since the close of the latest fiscal year for which
     such information was previously reported. These statements should be so
     itemized as to be reasonably informative and should cover both ordinary and
     extraordinary receipts and expenditures; there should be indicated
     separately, if practicable, the amount of receipts pledged or otherwise
     specifically allocated to any issue registered, indicating the issue.

     See "The State of Baden-Wurttemberg - Public Finance," pp. 58 of Exhibit
     (d), which is hereby incorporated by reference herein.

7.   (a)  If any foreign exchange control, not previously reported, has been
          established by the Federal Republic of Germany, briefly describe such
          foreign exchange control.

          No foreign exchange control not previously reported was established by
          the Federal Republic of Germany during 2005.

                                       6



     (b)  If any foreign exchange control previously reported has been
          discontinued or materially modified, briefly describe the effect of
          any such action, not previously reported.

          No foreign exchange control previously reported was discontinued or
          materially modified during 2005.

8.   Brief statements as of a date reasonably close to the date of the filing of
     this report (indicating such date), in respect of the note issue and gold
     reserves of the central bank of issue of the Registrant, and of any further
     gold stocks held by the registrant.

     Not applicable.

9.   Statements of imports and exports of merchandise for each year ended since
     the close of the latest year or which information was previously reported.
     Such statements should be reasonably itemized so far as practicable as to
     commodities and as to countries. They should be set forth in terms of value
     and of weight or quantity; if statistics have been established only in
     terms of value, such will suffice.

     Not applicable.

10.  The balance of international payments of the registrant for each year ended
     since the close of the latest year for which such information was
     previously reported. The statements of such balances should conform, if
     possible, to the nomenclature and form used in the "Statistical Handbook of
     the League of Nations". (These statements need be furnished only if the
     registrant has published balances of international payments.)

     Not applicable.

     This annual report comprises:

     (a)  Pages numbered 1 to 12, consecutively.

     (b)  The following exhibits:

          Exhibit (a) -- None.

          Exhibit (b) -- None.

          Exhibit (c) -- The latest annual budget for the State of
          Baden-Wurttemberg (p. 64 of Exhibit (d) hereto).

          Exhibit (d) -- Description of Landeskreditbank Baden-Wurttemberg -
          Forderbank and the State of Baden-Wurttemberg, dated July 26, 2006.

          Exhibit (e) -- Consent of PricewaterhouseCoopers Aktiengesellschaft
          Wirtschaftsprufungsgesellschaft.

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          Exhibit (f) -- Consent of Gunther Benz.

          Exhibit (g) -- Consent of Walter Leibold.

          Exhibit (h) -- Power of Attorney.


         This annual report is filed subject to the Instructions for Form 18-K
for Foreign Governments and Political Subdivisions Thereof.

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                                TABLE OF CONTENTS

                                                                            Page

EXPLANATORY NOTE...............................................................2

FORM 18-K......................................................................2

EXHIBIT INDEX.................................................................12


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          SIGNATURE OF LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Landeskreditbank Baden-Wurttemberg - Forderbank has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Karlsruhe, Federal Republic of Germany, on the 26th day of July,
2006.



                                             LANDESKREDITBANK BADEN-
                                             WURTTEMBERG - FORDERBANK



                                             By:    /s/ Christian Brand
                                                 ---------------------------
                                                 Christian Brand
                                                 Chairman of the
                                                 Board of Management



                                             By:    /s/ Juergen Haegele
                                                 ---------------------------
                                                 Juergen Haegele
                                                 Vice Chairman of the
                                                 Board of Management

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                   SIGNATURE OF THE STATE OF BADEN-WURTTEMBERG

         Pursuant to the requirements of the Securities Exchange Act of 1934,
The State of Baden-Wurttemberg has duly caused this annual report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stuttgart, Federal Republic of Germany, on the 26th day of July, 2006.


                                            THE STATE OF BADEN-WURTTEMBERG

                                                 By:     /s/  Gerhard Fink
                                                     -----------------------
                                                     Gerhard Fink
                                                     Attorney in Fact

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                                  EXHIBIT INDEX

  Exhibit                             Description
  -------     ------------------------------------------------------------------
    (c)       Latest annual budget for the State of Baden-Wurttemberg (pp. 64 of
              Exhibit (d) hereto).

    (d)       Description of Landeskreditbank Baden-Wurttemberg - Forderbank and
              the State of Baden-Wurttemberg, dated July 26, 2006.

    (e)       Consent of PricewaterhouseCoopers Aktiengesellschaft
              Wirtschaftsprufungsgesellschaft.

    (f)       Consent of Gunther Benz.

    (g)       Consent of Walter Leibold.

    (h)       Power of Attorney.

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