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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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): July 26, 2006


                             MTS SYSTEMS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



           MINNESOTA               0-2382               41-0908057
        (STATE OR OTHER       (COMMISSION FILE       (I.R.S. EMPLOYER
        JURISDICTION OF            NUMBER)          IDENTIFICATION NO.)
        INCORPORATION)

                 14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (952) 937-4000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligations 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 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4c))


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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

           On July 26, 2006, the registrant issued a press release regarding the
           registrant's results of operations for the third quarter of fiscal
           2006. The full text of the press release is furnished as Exhibit 99.1
           to this Form 8-K.

           The furnished press release contains financial measures that are not
           presented in accordance with generally accepted accounting principles
           (GAAP), including "earnings per share before stock compensation
           expense" as well as amounts included in Exhibit A to the release,
           which contains a reconciliation of financial results before and after
           the impact of stock compensation expense. These non-GAAP financial
           measures and management's rationale for their use are discussed
           further below.

           The measures "gross profit before stock compensation expense,"
           "selling expense before stock compensation expense," "general and
           administrative expense before stock compensation expense," "research
           and development expense before stock compensation expense," "total
           operating expenses before stock compensation expense," "income from
           operations before stock compensation expense," "net income before
           stock compensation expense," and "earnings per share - diluted before
           stock compensation expense" are not measures of financial performance
           presented in accordance with GAAP. The third quarter fiscal year 2006
           amounts for these measures exclude the impact of the adoption of
           Statement of Financial Accounting Standard (SFAS) No. 123(R),
           "Accounting for Share-Based Payment," which resulted in the income
           statement recognition of non-cash, equity-based stock compensation
           expense. Because the Company adopted SFAS 123(R) prospectively in the
           first quarter of fiscal year 2006, management uses each of these
           non-GAAP measures to measure the results of the Company's operations
           before the effects of the newly required expensing of stock
           compensation.

           Management views all of these non-GAAP financial measures as valuable
           performance indicators because they allow management to meaningfully
           compare financial results (gross profit, selling expense, general and
           administrative expense, research and development expense, total
           operating expenses, income from operations, net income, and earnings
           per share) for the third quarter of fiscal 2006 to the respective
           financial results for the third quarter of fiscal 2005, in which the
           Company was not required to and did not record stock-based
           compensation expense in the income statement. While these non-GAAP
           financial measures are not used to compute incentive compensation or
           for any other substantive economic purpose, this comparison does
           provide management with a meaningful and consistent comparison of
           ongoing business performance between fiscal years 2006 and 2005.

           Management believes these measures may be useful to an investor in
           evaluating the Company's operating performance because they help
           investors more meaningfully evaluate and compare the current period
           financial results (gross profit, selling expense, general and
           administrative expense, research and development expense, total
           operating expenses, income from operations, net income, and earnings
           per share) to the respective financial results for the prior fiscal
           year, since the Company adopted SFAS 123(R) prospectively and did not
           restate prior periods. Management also believes these measures may
           provide useful information to enable investors to better compare the
           Company's operating performance with the operating performance of its
           peer companies that have not yet adopted SFAS 123(R).

           Management does not believe there are any material limitations to the
           use of any of the above non-GAAP financial measures when used to
           compare current fiscal period financial results to those of the prior
           year fiscal period and therefore does not believe it is necessary to
           compensate for their use in any way. Further, management will
           continue to assess the Company's performance and review its financial
           results in relation to budgeted or planned results from multiple
           perspectives, including before and after the effects of stock
           compensation expense.


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           These non-GAAP measures should be considered in addition to, not as a
           substitute for, other measures of the Company's results of operations
           prepared in accordance with GAAP. These non-GAAP measures may be
           calculated differently from, and therefore may not be comparable to,
           similarly titled measures used by other companies. A reconciliation
           of gross profit before stock compensation expense, selling expense
           before stock compensation expense, general and administrative expense
           before stock compensation expense, research and development expense
           before stock compensation expense, total operating expenses before
           stock compensation expense, income from operations before stock
           compensation expense, net income before stock compensation expense,
           and earnings per share before stock compensation expense to gross
           profit, selling expense, general and administrative expense, research
           and development expense, total operating expenses, income from
           operations, net income, and earnings per share, respectively, which
           are the nearest GAAP measures, is included in Exhibit A to the press
           release furnished in this Form 8-K.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

           (c)  Exhibits

                  Exhibit 99.1 - Press Release issued on July 26, 2006 regarding
                  the registrant's results of operations for the third quarter
                  of fiscal 2006 furnished pursuant to Item 2.02 of this Form
                  8-K.





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                                   SIGNATURES

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.

                             MTS SYSTEMS CORPORATION
                             (Registrant)


Date: July 26, 2006          By:    /s/ Susan E. Knight
                                    --------------------------------------------
                                    Susan E. Knight
                                    Vice President and Chief Financial Officer





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                             MTS SYSTEMS CORPORATION
                                 FORM 8-K REPORT

                                INDEX TO EXHIBITS


Exhibit No.  Description
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99.1         Press Release issued on July 26, 2006 regarding the registrant's
             results of operations for the third quarter of fiscal 2006
             furnished pursuant to Item 2.02 of this Form 8-K.











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