UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               Date of Earliest Event Reported: February 16, 2006

                              X-RITE, INCORPORATED

             (Exact name of registrant as specified in its charter)

    Michigan                       000-14800                      38-1737300
(State or other                   (Commission                   (IRS Employer
jurisdiction of                  File Number)                Identification no.)
 incorporation)

          3100 44th Street S.W.
           Grandville, Michigan                                    49418
 (Address of principal executive office)                         (Zip Code)

                         Registrant's telephone number,
                              including area code:
                                 (616) 534-7663


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Check the  appropriate  box below if the Form 8-K 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  14e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02       Results of Operations and Financial Conditions

On February 16, 2006,  X-Rite,  Incorporated  issued a press release  announcing
results for its fourth quarter and  year-ended  December 31, 2005. A copy of the
news release is to this Form 8-K.


Item 9.01       Financial Statements and Exhibits.
                ----------------------------------

                Exhibits

                     99.1  -  Press Release dated February 16, 2006.





                                    SIGNATURE

     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 officer.

Dated:  February 16, 2006              X-RITE, INCORPORATED


                                       By: /s/ Mary E. Chowning
                                          --------------------------------------
                                            Mary E. Chowning
                                            Chief Financial Officer