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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 2

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF

THE
SECURITIES EXCHANGE ACT OF 1934



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

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:
0-21681

EFJ, INC.

(Exact name of Registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 47-0801192                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employee Identification No.)
|                                                               | 
|1440 CORPORATE DRIVE IRVING, TEXAS                             |  | 75038                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (972) 819-0700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per
share

(Title of Class)

Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈No  x

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 ̈No  x

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. Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check One):



|                         |  |                      |  |                        
|------------------------ |  | -------------------- |  | -----------------------
|Large accelerated filer ̈ |  | Accelerated filer  x |  | Non-accelerated filer ̈.

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

On May 15, 2006, 25,958,054 shares of EFJ, Inc. common stock were outstanding.



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EXPLANATORY NOTE

The amendment is being filed solely to revise the disclosure continued in Item 9A of Form 10-K for the year ended December 31, 2005 to include an explicit statement in the disclosure that it is
managements conclusion that our disclosure controls and procedures were effective as of the end of the fiscal year.

We have not
reevaluated our disclosure controls and procedures as of the date of this Amendment No. 2 or modified or updated other disclosures presented in the original report on Form 10-K. This Form 10-K/A generally does not reflect events occurring after
the filing of the Form 10-K or modify or update those disclosures affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures made at the time of the original filing of the Form 10-K on March 9,
2006. You should not deem the filing of this Amendment to be an admission that our Original Filing, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement in the
Original Filing not misleading. Accordingly, this Form 10-K/A should be read in conjunction with our filings made subsequent to the filing of the original Form 10-K. With this Amendment No. 2 our Chief Executive Officer and Chief Financial
Officer have also reissued their certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

In accordance with Rule
13a-15(b) of the Securities Exchange Act of 1934, or the Exchange Act, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, or the
Disclosure Controls, as of the years ended December 31, 2005 and 2004. This evaluation, or the controls evaluation, was done under the supervision and with the participation of management, including our Chief Executive Officer, or CEO, and
Chief Financial Officer, or CFO. Based upon this evaluation, our CEO and CFO concluded that the Companys disclosure controls and procedures are effective as of the end of the period covered by this report.

Disclosure Controls are procedures designed with the objective of ensuring information required to be disclosed in our reports filed under the Exchange
Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission, or SEC, rules and forms. Disclosure Controls are also designed with the objective of
ensuring such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Our Disclosure Controls are also evaluated on an ongoing basis by our Finance department. The overall goals of these various evaluation activities are to
monitor our Disclosure Controls and to make modifications as necessary. Our intent in this regard is that the Disclosure Controls will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant.

During the fiscal year 2005, we designed, developed, and implemented new/modified control procedures associated with inventory costing,
purchasing, shipping, and receiving with our outsource manufacturing providers. In response to the increased risk imposed by these changes, we increased the nature and extent of analytical review and analysis of the accounts impacted by these
changes. In addition, we initiated timely investigations to evaluate and correct process controls and transaction processing as deemed necessary. Further, we planned and executed a full physical inventory count and cost review of specific inventory
segments impacted by the specified risks and coordinated with Internal Audit to conduct special process audits to help identify critical control points. We anticipate that there will be additional changes in our internal control process during
the first quarter ending March 31, 2006, as we continue to enhance our internal control effectiveness in conjunction with the inventories.

There were no other changes in our internal controls over financial reporting during the quarter ending December 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal controls over
financial reporting.



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Managements assessment of the effectiveness of Internal Controls as of December 31, 2005 has
been audited by the Companys independent registered public accounting firm which has also audited the Companys consolidated financial statements. Managements Report on Internal Control appears on Page F-1 of Part IV of the
Companys Annual Report filed on March 9, 2006. In addition, the independent registered public accounting firms attestation report on managements assessment of the Companys Internal Controls appears in Part IV of the
Companys Annual Report filed on March 9, 2006.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a)(3)
Exhibits



|                                         |  |                                                                                                              
|---------------------------------------- |  | -------------------------------------------------------------------------------------------------------------
|Exhibits Per Item 601 of Regulation S-K. |  | Title of Document                                                                                            
|                                         | 
|31.1                                     |  | Chief Executive Officers Certification Under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|                                         | 
|31.2                                     |  | Chief Financial Officers Certification Under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

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.



EFJ, INC.By:

/S/ MICHAEL E. JALBERTMichael E. JalbertChairman of the Board of Directors and Chief Executive Officer(Principal Executive Officer)Dated:     May 16, 2006By:

/S/ JANA AHLFINGER BELLChief Financial Officer(Principal Financial and Accounting Officer)Dated:     May 16, 2006




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