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: August 1, 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



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))

- --------------------------------------------------------------------------------






Item 2.02    Results of Operations and Financial Conditions

On August 1, 2006, X-Rite, Incorporated issued a press release announcing
results for its second quarter ended July 1, 2006. 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 August 1, 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: August 1, 2006                      X-RITE, INCORPORATED


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