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): June 20, 2006



                               ACTUANT CORPORATION
             (Exact name of Registrant as specified in its charter)


         Wisconsin                       1-11288                 39-0168610
(State or other jurisdiction           (Commission            (I.R.S. Employer
     of incorporation)                 File Number)          Identification No.)




                              6100 North Baker Road
                               Milwaukee, WI 53209

           Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (414) 352-4160




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 (see General Instruction A.2. below):

[ ] 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 2.02 Results of Operations and Financial Condition.

     On June 20, 2006, Actuant Corporation (the "Company") announced its results
of operations for the third quarter ended May 31, 2006. A copy of the press
release announcing the Company's results for the third quarter ended May 31,
2006 is attached as Exhibit 99.1 to this report on Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

         99.1     Press Release of the Company dated June 20, 2006.














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                                    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, hereunto duly authorized.



                                               ACTUANT CORPORATION
                                                   (Registrant)


Date: June 20, 2006                            By:  /s/ Andrew G. Lampereur
                                                   -----------------------------
                                                   Andrew G. Lampereur
                                                   Executive Vice President and
                                                   Chief Financial Officer















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