**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**Form
      10-Q/A**


**(AMENDMENT
      NO. 1)**


(Mark
      One)


[X]  QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934







**For
      the quarterly period ended April 1, 2006**





OR





[
      ]  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934


For
      the
      transition period from __________ to __________


Commission
      file number: 333-133866





**NTK
                Holdings, Inc.**(exact
                name of registrant as specified in its charter)**Delaware**
            **20-1934298**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification Number)**50
                Kennedy Plaza**
              **Providence,
                Rhode Island**
            **02903-2360**(Address
                of principal executive offices)
            (zip
                code)Registrant’s
                Telephone Number, Including Area Code:
              **(401)
                751-1600**Securities
                registered pursuant to Section 12(b) of the Act:**None**











Indicate
      by check mark whether registrant (1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for
      the past 90 days.  Yes
      [_]  No
      [X]





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated file” in Rule 12b-2 of the Exchange Act). (Check
      one):





Large
                accelerated filer [_]
            Accelerated
                Filer [_]
            Non-accelerated
                filer [X]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes
      [_]  No
      [X]





The
      aggregate market value of voting stock held by non-affiliates is
      zero.





The
      number of shares of Common Stock outstanding as of May 5, 2006 was
      3,000.











**EXPLANATORY
      NOTE**









This
        Form
        10-Q/A (the “Amended Report”) is being filed to amend certain disclosure items
        related to Item 4, “Controls and Procedures”, (“Item 4”) and to provide the
        Certifications of
        the
        Chief Executive Officer and Chief
        Financial Officer pursuant
        to 18
        U.S.C.
§1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
        (the
“906 Certifications”) with respect to the Company’s Form 10-Q originally
        filed with the Securities and Exchange Commission on May 9, 2006.
 
 In
        Item 4
        of the Form 10-Q as originally filed (the “Original Report”), the Company’s
        disclosure regarding changes in internal controls indicated that there have
        been
        no “significant” changes in the Company’s internal control over financial
        reporting. In Item 4 as included in this Form 10-Q/A, the word “significant” has
        been deleted from the disclosure.
 
 This
        Amended Report contains only the cover page and Item 4 of Part I, which are
        being amended, as well as Item 6, “Exhibits”, of Part II to reflect the 906
        Certifications being filed as Exhibits 32.1 and 32.2 to this Amended Report.
        This Amended Report has not been updated for events occurring after the filing
        of the Original Report nor does it change any other disclosures contained
        in the
        Original Report. Accordingly, this Amended Report should be read in conjunction
        with the Original Report.





**NTK
            HOLDINGS, INC. AND SUBSIDIARIES**
 **MANAGEMENT’S
            DISCUSSION AND ANALYSIS**
 **OF
            THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
            THE FIRST QUARTER ENDED APRIL 1, 2006**
 **AND
            THE FIRST QUARTER ENDED APRIL 2, 2005**
 **(Continued)**


**PART
      I - FINANCIAL INFORMATION**




**Item
      4.**  **Controls
      and Procedures**





As
      of the
      end of the period covered by this report, the Company carried out an evaluation,
      under the supervision and with the participation of the Company’s management,
      including the Company’s Chairman and Chief Executive Officer along with the
      Company’s Vice President and Chief Financial Officer and the Company’s Corporate
      Disclosure and Controls Committee, of the effectiveness of the Company’s
      disclosure controls and procedures as defined in Rule 13a-15e and 15d-15e under
      the Securities Exchange Act of 1934, as amended. Based upon that evaluation,
      the
      Company’s Chairman and Chief Executive Officer along with the Company’s Vice
      President and Chief Financial Officer concluded that as of the end of such
      period, the Company’s disclosure controls and procedures are effective to ensure
      that information relating to the Company (including its consolidated
      subsidiaries) required to be disclosed in the Company’s periodic SEC filings is
      recorded, processed, summarized and reported within the time periods specified
      by the SEC’s rules and forms. There have been no changes in the Company’s
      internal control over financial reporting that occurred during the period
      covered by this report that have materially affected, or that are reasonably
      likely to materially affect the Company’s internal control over financial
      reporting.








**PART
      II. OTHER INFORMATION**








**Item
      6.**  **Exhibits**




The
      items
      marked with an asterisk are filed herewith.





*
            31.1
            Certificate
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.*
            31.2
            Certificate
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.*
            32.1
            Certificate
                of Chief Executive Officer Pursuant to Section 1350, Chapter 63 of
                Title
                18, United States Code, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.*
            32.2
            Certificate
                of Chief Financial Officer Pursuant to Section 1350, Chapter 63 of
                Title
                18, United States Code, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





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.








NTK
      HOLDINGS, INC.


(Registrant)











/s/
      Almon C.
      Hall


Almon
      C. Hall


Vice
      President and Chief


Financial
      Officer

















November
      21, 2006