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 22, 2006

                                  ____________

                              X-RITE, INCORPORATED

                                  ____________


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

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

               Registrant's telephone number, including area code:
                                 (616) 534-7664

                                  ____________

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 1.01  Entry into a Material Definitive Agreement.

Executive Compensation
- ----------------------

Taking into consideration the recently completed acquisition of Amazys Holding
AG by the Company, the independent directors on the Company's Board of
Directors, acting upon the recommendation of the Compensation Committee of the
Board of Directors, on August 23, 2006 approved certain modifications to
incentive compensation programs for executive officers of the Company. The
Company had proposed a bonus program for 2006 applicable to all executive
officers a component of which was based on Company-wide economic performance
defined to be roughly the average return on assets. As modified, the 2006 bonus
program will be based upon Company-wide performance as reflected in adjusted
revenue and earnings before interest, taxes, depreciation and amortization
(EBITDA). In addition, the long-term incentive plan for executive officers was
modified to provide that vesting of restricted stock granted in early 2006
pursuant to the plan would vest over a three-year period and that restricted
stock to be issued in the future would vest after three years based upon Company
performance during the three-year period as reflected in cumulative revenue and
EBITDA.

Board of Directors Compensation
- -------------------------------

The Board of Directors, acting upon the recommendation of the Compensation
Committee of the Board of Directors, approved changes in the compensation for
outside Directors, that is Directors who are not employees of the Company. Each
outside Director will receive a quarterly retainer of $10,000 ($16,000 for the
chairperson), plus an additional quarterly retainer of $300 for each member of
the Audit Committee ($750 for the chairperson), or the Compensation Committee
($750 for the chairperson), and an additional quarterly retainer of $500 for
each chairperson of the other Board committees. In addition, each outside
Director immediately following each Annual Meeting of Shareholders will be
granted 4,500 shares of restricted stock (7,000 for the Chairperson) and an
option to purchase 3,000 shares of the Company's common stock (4,500 for the
chairperson) at a price per share equal to the fair market value on the previous
day. The restricted shares and options vest after one year.

Omnibus Long Term Incentive Plan
- --------------------------------

On August 22, 2006, the shareholders of the Company approved the X-Rite,
Incorporated 2006 Omnibus Long Term Incentive Plan (the "Plan") at the annual
meeting of shareholders. The Plan was previously approved by the Company's Board
of Directors on June 30, 2006, subject to shareholder approval. The summary of
the Plan set forth in this Item 1.01 is qualified in its entirety by reference
to the Plan, copy of which is filed as an Exhibit to this Current Report on Form
8-K and incorporated herein by reference. All definitions not otherwise defined
in the following summary of the Plan are set forth in the Plan.

The purpose of the Plan is to provide officers and key employees of the Company
and its subsidiaries, members of the Board, and certain consultants and advisors
who perform services for the Company or its subsidiaries with the opportunity to
be granted shares of Common Stock of the Company ("Common Stock") or receive
monetary payments based on the long term economic performance of the Company. No
further grants shall be made under the following previously approved plans: the
X-Rite, Incorporated Amended and Restated Employee Stock Option Plan, effective
January 26, 2003; the X-Rite, Incorporated Amended and Restated Outside Director
Stock Option Plan, effective January 26, 2003; and the X-Rite, Incorporated
Second Restricted Stock Plan, effective as of March 13, 1999. Instead, all
grants to individuals eligible for this Plan shall be made under this Plan.

The Plan will be administered by a compensation committee (the "Committee"),
which may consist of two or more "outside directors" as defined under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and
"non-employee directors" as defined under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended. The Committee has the sole authority (consistent with
the Plan document) to determine who receives an Award (defined below), the type,
size and terms of the Award, the time when an Award will be granted, the
duration of any applicable exercise and vesting period of an Award, and the
ability to accelerate an Award. The aggregate number of shares of Common Stock
that may be subject to Awards shall be 3,500,000 shares of Common Stock;
provided that the maximum number of shares of Common Stock that may be subject
to Restricted Stock Awards and Restricted Stock Units shall be 1,000,000. The
maximum number of shares of Common Stock with respect to which Restricted Stock
Awards and Restricted Stock Units may be granted in any one calendar year shall
be 200,000. The maximum number of shares of Common Stock that may be granted to
any individual participant in one calendar year shall be 125,000.




All employees, officers and directors of the Company and its subsidiaries, as
well as consultants and advisors to the Company or its subsidiaries are eligible
to participate in the Plan as determined by the Committee. Awards may be granted
in any combination of (a) Stock Options, (b) Stock Appreciation Rights, (c)
Restricted Stock; and (d) Restricted Stock Units (collectively, "Awards"):

     Stock Options. Stock Options may be (i) "incentive stock options" within
the meaning of Section 422(b) of the Code ("Incentive Stock Options") or (ii)
Stock Options that do not qualify as Incentive Stock Options ("Nonqualified
Stock Options"). The exercise price per share of Common Stock subject to a Stock
Option shall be determined by the Committee and may not be less than fair market
value. The exercise period of each Stock Option granted will be no greater than
10 years. Incentive Stock Options may be granted only to employees of the
Company or its subsidiaries, but may not be granted to a participant who, at the
time of the grant, owns stock possessing more than 10% of the total combined
voting power of all outstanding Company Stock except under certain conditions.
In no event shall any outstanding Stock Option be cancelled with an exercise
price greater than the then current fair market value of the Common Stock for
purposes of reissuing any other Award to a participant at a lower exercise
price, nor shall the exercise price of an outstanding Stock Option be reduced,
without shareholder approval.

     Stock Appreciation Rights. Stock Appreciation Rights provide a participant
with the right to receive a payment in an amount equal to the excess of the (i)
fair market value, or other specified value, of a specified number of shares of
Common Stock, over (ii) the fair market value of such shares on the date of
grant, or other specified value. Stock Appreciation Rights must expire no later
than 10 years from the date of their grant. In no event shall any outstanding
Stock Appreciation Right be cancelled with a grant price greater than the then
current fair market value of the Common Stock for purposes of reissuing any
other Award to a participant at a lower grant price, nor shall the grant price
of an outstanding Stock Appreciation Right be reduced, without shareholder
approval.

     Restricted Stock Awards. Restricted Stock Awards consist of Common Stock
transferred to participants, which may be subject to restrictions such as the
ability to sell or the right of the Company to reacquire the shares for no
consideration upon termination of the participant's employment within specified
periods or prior to becoming vested.

     Restricted Stock Units. Restricted Stock Units consist of the right to
receive Common Stock at a date on or after vesting in accordance with terms and
conditions established by the Committee, including the attainment of performance
criteria specified by the Committee.

Awards may be granted under the Plan such that they qualify for the performance
based compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). The granting, vesting or payment of such Performance-Based Awards will
only be based on one or more of the following factors to be used by the
Committee for creating performance-based goals applicable to a given period: net
sales; pretax income before allocation of corporate overhead and bonus; budget;
earnings per share; net income; division, group or corporate financial goals;
return on stockholders' equity; return on assets; attainment of strategic and
operational initiatives; appreciation in and/or maintenance of the price of
Common Stock or any other publicly-traded securities of the Company; market
share; gross profits; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; economic value-added models and
comparisons with various stock market indices; reductions in costs; or any
combination of the foregoing.

The Board may determine that, upon the occurrence of a change in control of the
Company, all or a portion of each outstanding Award shall become exercisable,
payable in full, or terminate within a specified number of days after notice to
the participant. The Board may amend or terminate any or all of the provisions
of the Plan; provided, however, that no such action will be made without
shareholder approval where the amendment would (i) increase the total number of
shares which may be issued under the Plan or (ii) increase the maximum number of
shares which may be issued to any individual participant under the Plan. No
amendment or termination of the Plan may adversely affect in a material manner
any right of any participant with respect to any Award previously granted
without such participant's written consent.

The Company will indemnify the Board, the Committee and Plan participants
against any and all liabilities for actions taken in conjunction with the Plan
or failure to act with respect to duties under the Plan, except in circumstances
involving bad faith, gross negligence or willful misconduct.

The compensation payable under the Plan will qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code. Payment of the
full amounts calculated under the Plan should be deductible by the Company for
federal income tax purposes.




Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

         99.1   X-Rite, Incorporated 2006 Omnibus Long Term Incentive Plan,
                effective as of June 30, 2006 (filed as Exhibit A to the
                definitive proxy statement dated July 24, 2006 relating to the
                Company's 2006 annual meeting (Commission File No. 0-14800) and
                incorporated herein by reference).






                                    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.


                                           X-RITE, INCORPORATED


Dated: August 24, 2006                     By: /s/ Mary E. Chowning
                                               ---------------------------------
                                               Mary E. Chowning
                                               Chief Financial Officer