UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K



(Amendment No. 2)



|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|ý                                                              | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    
|                                                               | ACT OF 1934                                                                 
|For the fiscal year ended: December 31, 2006                  
|or                                                            
| ̈                                                              | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________



Quipp, Inc.

(Exact name of registrant as specified in its charter)







|                                  |              |                    
|--------------------------------- | ------------ | -------------------
|Florida                           | 0-14870      | 59-2306191         
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

4800 NW 157th Street, Miami, Florida 33014

(Address of Principal Executive Office) (Zip Code)

(305) 623-8700

(Registrants telephone number, including area code)

N/A

(Former name or former address, if changed since last report)



|                                                                 |  |                                          
|---------------------------------------------------------------- |  | -----------------------------------------
|Securities registered pursuant to Section 12(g) of the Act:     
|                                                                 |  |                                          
|Title of each class                                              |  | Name of each exchange on which registered
|Common Stock, $.01 par value                                     |  | The NASDAQ Stock Market LLC              
|Common Stock Purchase Rights                                     |  | The NASDAQ Stock Market LLC              
|                                                                
|Securities registered pursuant to Section 12(g) of the Act: None



|                                                                                                                                                                                                                                               |   |     |   |    |  |  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | -- |  |  |  | 
|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                       
|                                                                                                                                                                                                                                               |  ̈ | Yes | ý | No
|                                                                                                                                                                                                                                              
|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                  
|                                                                                                                                                                                                                                               |  ̈ | Yes | ý | No
|                                                                                                                                                                                                                                              
|Indicate by check mark whether the 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.                                                                                                                                     | ý | Yes |  ̈ | No
|                                                                                                                                                                                                                                              
|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this 
chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or
|information statements incorporated by reference in Part III of this Form 10-K or any amendment to this                                                                                                                                       
|Form 10-K.                                                                                                                                                                                                                                     |  ̈ |    



---



|                                                                                                                                                                                                                                                       |   |                   |   |                       |   |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------- | - | --------------------- | - |  |  | 
|                                                                                                                                                                                                                                                      
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.                                                                                                                         
|                                                                                                                                                                                                                                                       |  
|Large accelerated filer                                                                                                                                                                                                                                |  ̈ | Accelerated filer |  ̈ | Non-accelerated filer | ý | 
|                                                                                                                                                                                                                                                       |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                |  ̈ | Yes               | ý | No                   
|                                                                                                                                                                                                                                                       |  
|The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2006 was approximately $10,975,378*. The number of shares of the Registrants common stock, $.01 par value, outstanding at May 19, 2007 was 1,477,746.



*Calculated by excluding all shares held by executive officers and directors of Registrant and holders of more than 10 percent of the registrants outstanding common stock without conceding that all such persons are affiliates of the Registrant for purposes of the federal securities laws.







---

EXPLANATORY NOTE:  This Form 10-K/A is being filed solely to update information regarding audit fees paid to KPMG LLP, our independent registered public accounting firm, for 2006. As noted in our previous Form 10-K/A. we were engaged in discussions with KPMG LLP regarding additional audit fees for the 2006 audit. The additional fees increased total audit fees for 2006 from $215,000 to $245,000, as reflected in Item 14 below.

PART III

ITEM 14  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

Fees for all services provided by KPMG LLP for 2005 and 2006 were as follows:

Audit Fees

The aggregate fees billed for professional services rendered by KPMG LLP for the audit of Quipps annual consolidated financial statements and the reviews of Quipps consolidated financial statements included in Quipps quarterly reports on Form 10-Q were $245,000 in 2005 and $245,000 in 2006.

Audit Related Fees

There were no assurance and related services rendered by KPMG LLP to Quipp billed in 2005 and 2006 that were reasonably related to the performance of the audit or review of Quipps consolidated financial statements and were not reported under Audit Fees above.

Tax Fees

There were no professional services rendered by KPMG LLP billed in 2005 and 2006 for tax compliance, tax advice and tax planning.

All Other Fees

There were no products and services provided by KPMG LLP billed in 2005 and 2006, other than the services referred to above.



3



---

PART IV

ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

1

Financial Statements - See Index to Financial Statements in Item 8 of the Annual Report on

Form 10-K for the year ended December 31, 2006 (the Form 10-K) previously filed by the Registrant.

2

Schedule II  Valuation and Qualifying Accounts was included in the Form 10-K. All other schedules are omitted because they are inapplicable.

3

Exhibits (Note:  The file number of all referenced reports and registration statements is 0-14870.)



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1         |  | Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).                                                                                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2         |  | By-Laws, as amended (Incorporated by reference to Exhibit 99.1 to Registrants Current Report on Form 8-K, filed March 5, 2007).                                                                                                                                                                                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1         |  | Rights Agreement, dated as of March 3, 2003, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, including the form of Rights Certificate attached as Exhibit A (incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form 8-A, filed March 3, 2003).                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2         |  | First Amendment to Rights Agreement, dated as of February 26, 2006, between the Registrant and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed March 1, 2006).                                                                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.1       |  | Quipp, Inc. Equity Compensation Plan, as amended (incorporated by reference to Exhibit A to the Registrants Proxy Statement relating to the Registrants 2005 Annual Meeting of Stockholders).                                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.2       |  | Quipp, Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed on October 31, 2005).                                                                                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.3       |  | Quipp Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1998).                                                                                                                                                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.4       |  | Change of Control Agreement, dated as of December 23, 2000, among the Registrant, Quipp Systems, Inc. and Christer Sjogren (incorporated by reference to Exhibit 10.7 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2000). Identical agreements, also dated as of December 23, 2000, were entered into with David Switalski, Angel Arrabal and Mohammed Jamil. In accordance with Instruction 2 of Item 601 of Regulation S-K, those agreements need not be filed with this report.
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.5       |  | Change of Control Agreement, dated as of October 28, 2005, among the Registrant, Quipp Systems, Inc. and Eric Bello (incorporated by reference to Exhibit 99.3 to the Registrants Current Report on Form 8-K, filed October 31, 2005).                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.6       |  | Employment Agreement, dated October 25, 2005, between the Registrant and Michael S. Kady (incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form 8-K, filed October 31, 2005).                                                                                                                                                                                                                                                                                                               





4



---



|            |  |                                                                                                                                                                                                                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                 
|*10.7       |  | Employment Agreement, dated August 10, 2005, between the Registrant and John F. Connors, III (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed August 16, 2005).                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                 
|*10.8      |  | Summary of Directors Compensation.                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                 
|10.9        |  | Share Purchase Agreement, dated August 10, 2005, among the Registrant, John F. Connors, III and Terence B Connors (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K, filed August 16, 2005).                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                 
|10.10       |  | Agreement, dated as of October 19, 2006, by and among the Company and JDL Capital, LLC, JDL Partners, L.P., John D. Lori, David S. Dillmeier, Mark A. Goodman, Sean McCarthy, Edward McCoyd and Michael McGee (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed October 20, 2006.
|            |  |                                                                                                                                                                                                                                                                                                                                 
|10.11       |  | Agreement, dated as of November 14, 2006, by and among the Company and Henry Investment Trust, L.P., Henry Partners, L.P., Matthew Partners, L.P. and David W. Wright (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed November 16, 2006).                                      
|            |  |                                                                                                                                                                                                                                                                                                                                 
|22         |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                 
|23         |  | Consent of KPMG LLP.                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                 
| 31.1     |  | Certificate of the Chief Executive Officer of the Registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934.                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                 
| 31.2     |  | Certificate of the principal financial officer of the Registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934.                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                 
|  32.1     |  | Certificate of the Chief Executive Officer of the Registrant required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and U.S.C. Section 1350.                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                 
|  32.2     |  | Certificate of the principal financial officer of the Registrant required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and U.S.C. Section 1350.                                                                                                                                                                  





*

Constitutes management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.



Previously filed



Filed herewith



5



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:



|                   |             |                                      
|------------------ | ----------- | -------------------------------------
|                   | Quipp, Inc.
|                   |             |                                      
|Date: June 5, 2007 | By:         | /s/ MICHAELS. KADY                   
|                   |             | Michael S. Kady                      
|                   |             | President and Chief Executive Officer





6



---

QUIPP, INC.

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1         |  | Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).                                                                                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2         |  | By-Laws, as amended (Incorporated by reference to Exhibit 99.1 to Registrants Current Report on Form 8-K, filed March 5, 2007).                                                                                                                                                                                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1         |  | Rights Agreement, dated as of March 3, 2003, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, including the form of Rights Certificate attached as Exhibit A (incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form 8-A, filed March 3, 2003).                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2         |  | First Amendment to Rights Agreement, dated as of February 26, 2006, between the Registrant and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed March 1, 2006).                                                                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.1       |  | Quipp, Inc. Equity Compensation Plan, as amended (incorporated by reference to Exhibit A to the Registrants Proxy Statement relating to the Registrants 2005 Annual Meeting of Stockholders).                                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.2       |  | Quipp, Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed on October 31, 2005).                                                                                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.3       |  | Quipp Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1998).                                                                                                                                                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.4       |  | Change of Control Agreement, dated as of December 23, 2000, among the Registrant, Quipp Systems, Inc. and Christer Sjogren (incorporated by reference to Exhibit 10.7 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2000). Identical agreements, also dated as of December 23, 2000, were entered into with David Switalski, Angel Arrabal and Mohammed Jamil. In accordance with Instruction 2 of Item 601 of Regulation S-K, those agreements need not be filed with this report.
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.5       |  | Change of Control Agreement, dated as of October 28, 2005, among the Registrant, Quipp Systems, Inc. and Eric Bello (incorporated by reference to Exhibit 99.3 to the Registrants Current Report on Form 8-K, filed October 31, 2005).                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.6       |  | Employment Agreement, dated October 25, 2005, between the Registrant and Michael S. Kady (incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form 8-K, filed October 31, 2005).                                                                                                                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.7       |  | Employment Agreement, dated August 10, 2005, between the Registrant and John F. Connors, III (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed August 16, 2005).                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*10.8      |  | Summary of Directors Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.9        |  | Share Purchase Agreement, dated August 10, 2005, among the Registrant, John F. Connors, III and Terence B Connors (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K, filed August 16, 2005).                                                                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            





7



---



|            |  |                                                                                                                                                                                                                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                 
|10.10       |  | Agreement, dated as of October 19, 2006, by and among the Company and JDL Capital, LLC, JDL Partners, L.P., John D. Lori, David S. Dillmeier, Mark A. Goodman, Sean McCarthy, Edward McCoyd and Michael McGee (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed October 20, 2006.
|            |  |                                                                                                                                                                                                                                                                                                                                 
|10.11       |  | Agreement, dated as of November 14, 2006, by and among the Company and Henry Investment Trust, L.P., Henry Partners, L.P., Matthew Partners, L.P. and David W. Wright (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed November 16, 2006).                                      
|            |  |                                                                                                                                                                                                                                                                                                                                 
|22         |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                 
|23         |  | Consent of KPMG LLP.                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                 
| 31.1     |  | Certificate of the Chief Executive Officer of the Registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934.                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                 
| 31.2     |  | Certificate of the principal financial officer of the Registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934.                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                 
|  32.1     |  | Certificate of the Chief Executive Officer of the Registrant required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and U.S.C. Section 1350.                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                 
|  32.2     |  | Certificate of the principal financial officer of the Registrant required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and U.S.C. Section 1350.                                                                                                                                                                  





*

Constitutes management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.



Previously filed



Filed herewith





8