##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
   Form 10-Q
   þ

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file
    number: 001-32595
  K&F Industries Holdings,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

20-1844325(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)50 Main Street, White
    Plains,
    New York(Address of principal
    executive offices)

10606(Zip
    Code)   Registrants telephone number, including area code
 (914) 448-2700
  þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




---



##### 



K&F
    INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Form 10-Q
  For the quarterly period ended March 31, 2007
  INDEX
  
  PagePART I.
    CONDENSED CONSOLIDATED FINANCIAL INFORMATIONItem 1.


Condensed
    Consolidated Financial Statements:a) Condensed
    Consolidated Balance Sheets as of March 31, 2007
    (Unaudited) and
    December 31, 2006*


1b) Condensed
    Consolidated Statements of Income for the three months ended
    March 31, 2007 and 2006 (Unaudited)


2c) Condensed
    Consolidated Statements of Cash Flows for the three months ended
    March 31, 2007 and 2006 (Unaudited)


3d) Notes to
    Condensed Consolidated Financial Statements
    (Unaudited)


4Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


14Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


22Item 4.


Controls and
    Procedures


22PART II.
    OTHER INFORMATIONItem 4.


Submission of
    Matters to a Vote of Security Holders


24Item 6.


Exhibits


24Signatures


25   *
    Information for the December 31, 2006 balance sheet has
    been derived from audited consolidated financial statements
    included in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006.EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Condensed
    Consolidated Financial Statements  K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
 Condensed Consolidated Balance Sheets  March 31,


December 31,2007


2006(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents

$
12,358,000


$
16,355,000Accounts receivable, net


57,018,000



59,014,000Inventory


81,906,000



71,436,000Other current assets


6,256,000



4,581,000Deferred income taxes


20,931,000



15,341,000Total current assets


178,469,000



166,727,000Property, plant and equipment


136,315,000



131,641,000Less, accumulated depreciation and
    amortization


26,849,000



23,223,000109,466,000



108,418,000Other long-term assets


300,000



2,002,000Debt issuance costs, net of
    accumulated amortization


16,567,000



17,506,000Program participation costs, net
    of accumulated amortization


230,837,000



224,303,000Intangible assets, net of
    accumulated amortization


51,635,000



53,540,000Goodwill


850,428,000



850,428,000Total assets

$
1,437,702,000


$
1,422,924,000LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
18,795,000


$
25,584,000Notes payable


4,627,000



Current portion of capital lease
    obligation


878,000



844,000Interest payable


9,378,000



3,426,000Income taxes payable


4,403,000



6,824,000Other current liabilities


49,252,000



48,240,000Total current liabilities


87,333,000



84,918,000Pension liabilities


60,107,000



58,963,000Deferred income tax liabilities


55,845,000



54,678,000Postretirement benefit obligations
    other than pensions


100,187,000



99,769,000Other long-term liabilities


18,377,000



7,855,000Capital lease obligation


10,149,000



10,153,000Note payable


3,000,000



3,000,000Senior term loan


382,000,000



392,000,00073/4% senior
    subordinated notes due 2014


315,000,000



315,000,000Contingencies (Note 9)Stockholders Equity:Preferred stock, $.01 par
    value  authorized, 20,000 shares; issued and
    outstanding, 0 shares






Common stock, $.01 par
    value  authorized, 250,000,000 shares; issued
    and outstanding, 39,642,911 shares at March 31, 2007
    and 39,639,929 shares at December 31, 2006


396,000



396,000Additional paid-in capital


334,616,000



334,302,000Retained earnings


76,060,000



67,247,000Accumulated other comprehensive
    loss


(5,368,000
)


(5,357,000
)Total stockholders equity


405,704,000



396,588,000Total liabilities and
    stockholders equity

$
1,437,702,000


$
1,422,924,000    1




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##### Table of Contents



K&F
    INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
 Condensed Consolidated Statements of Income  Three Months EndedMarch 31,


March 31,2007


2006(Unaudited)Net sales

$
108,952,000


$
91,062,000Cost of sales


58,276,000



49,201,000Gross profit


50,676,000



41,861,000Independent research and
    development costs


4,736,000



4,039,000Selling, general and
    administrative expenses


9,387,000



7,142,000Amortization of intangible assets


1,462,000



1,710,000Merger-related expenses


5,250,000



Operating income


29,841,000



28,970,000Interest income


576,000



321,000Interest expense


(14,926,000
)


(13,436,000
)Income before income taxes


15,491,000



15,855,000Income tax provision


(6,678,000
)


(5,556,000
)Net income

$
8,813,000


$
10,299,000Basic and diluted earnings per
    share:Basic earnings per common share

$
0.22


$
0.26Basic weighted average common
    shares outstanding


39,643,000



39,603,000Diluted earnings per common share

$
0.22


$
0.26Diluted weighted average common
    shares outstanding


40,471,000



40,245,000    2




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##### Table of Contents



K&F
    INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
 Condensed Consolidated Statements of Cash Flows  Three Months EndedMarch 31,


March 31,2007


2006(Unaudited)Cash flows from operating
    activities:Net income

$
8,813,000


$
10,299,000Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


3,633,000



2,901,000Amortization of program
    participation costs


2,403,000



2,143,000Amortization of intangible assets


1,905,000



1,710,000Write-off
    of equipment


110,000



Stock-based compensation


279,000



312,000Non-cash interest
    expense  amortization/write-off of debt issuance costs


939,000



877,000Loss (gain) on change in fair
    market value of interest rate swaps and caps


477,000



(940,000
)Deferred income taxes


1,193,000



3,737,000Changes in assets and liabilities:Accounts receivable


1,990,000



1,957,000Inventory


(10,475,000
)


(9,516,000
)Other current assets


(1,674,000
)


339,000Other long-term assets


1,225,000



Program participation
    costs  equipment


(7,937,000
)


(7,019,000
)Program participation
    costs  cash payments


(1,000,000
)


Accounts payable, interest payable
    and other current liabilities


4,153,000



5,050,000Pension liabilities


1,144,000



978,000Postretirement benefit obligations
    other than pensions


418,000



595,000Other long-term liabilities


(844,000
)


90,000Net cash provided by operating
    activities


6,752,000



13,513,000Cash flows from investing
    activities:Capital expenditures


(1,637,000
)


(6,296,000
)Net cash used in investing
    activities


(1,637,000
)


(6,296,000
)Cash flows from financing
    activities:Proceeds from issuance of notes
    payable


1,059,000



Proceeds from exercise of common
    stock options


15,000



207,000Excess tax benefit from stock-based
    compensation


19,000



Payments of long-term debt


(10,000,000
)


(13,000,000
)Payments of capital lease obligation


(205,000
)


Net cash used in financing
    activities


(9,112,000
)


(12,793,000
)Net decrease in cash and cash
    equivalents


(3,997,000
)


(5,576,000
)Cash and cash equivalents,
    beginning of period


16,355,000



34,816,000Cash and cash equivalents, end of
    period

$
12,358,000


$
29,240,000Supplemental cash flow information:Interest paid during period

$
7,563,000


$
7,650,000Income taxes paid during the period

$
1,971,000


$
       3




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##### Table of Contents



K&F
    INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements
 (Unaudited)
  1.
    Description
    of the Business, Recent Developments and Acquisition  Description
    of Business
      Recent
    Developments
  wholly-owned wholly-owned
  Acquisition
    of Nasco Aircraft Brake, Inc.
    2.
    Unaudited
    Interim Condensed Consolidated Financial Statements   4




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  Form 10-K.
    3.
    Recent
    Accounting Pronouncements and Accounting Changes  Accounting
    Pronouncements
      Accounting
    Changes
  long-term
   5




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    4.
    Accounts
    Receivable consists of the following:  March 31,


December 31,2007


2006Accounts receivable, principally
    from commercial and general aviation customers

$
50,141,000


$
50,623,000Accounts receivable on
    U.S. Government and other long-term contracts


8,317,000



9,937,000Allowances


(1,440,000
)


(1,546,000
)$
57,018,000


$
59,014,000   5.
    Inventory
    consists of the following:  March 31,


December 31,2007


2006Raw materials and
    work-in-process

$
46,358,000


$
40,431,000Finished goods


14,093,000



12,796,000Inventoried costs related to
    U.S. Government and other long-term contracts


21,455,000



18,209,000$
81,906,000


$
71,436,000   6.
    Other
    current liabilities consist of the following:  March 31,


December 31,2007


2006Accrued payroll and payroll
    related costs

$
12,083,000


$
14,313,000Accrued property and other taxes


2,147,000



2,067,000Accrued costs on long-term
    contracts


3,681,000



3,225,000Accrued warranty costs


12,284,000



10,840,000Customer credits


6,525,000



6,784,000Postretirement benefit obligations
    other than pensions


5,889,000



5,889,000Other


6,643,000



5,122,000$
49,252,000


$
48,240,000   7.
    Stock
    Options       6




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
        WeightedAverageRemaining


AggregateContractual


IntrinsicWeighted Average


Term


ValueNumber of Options


Exercise Price


(Years)


(In thousands)Outstanding at January 1, 2007


1,674,423


$
7.88Granted






Exercised


(2,982
)


5.22Forfeited or expired






Outstanding at March 31, 2007


1,671,441


$
7.89



8.0


$
31,800Vested or expected to vest at
    March 31, 2007


1,671,441


$
7.89



8.0


$
31,800Exercisable at March 31, 2007


514,292


$
5.37



7.8


$
11,100       Options Outstanding


Options ExercisableNumber


Weighted Average


Weighted Average


Number


Weighted Average


Weighted AverageExercise Price

Outstanding


Life (Years)


Exercise Price


Exercisable


Life (Years)


Exercise Price$ 5.22


1,311,210



7.8


$
5.22



507,476



7.8


$
5.2215.16


5,000



8.7



15.16



1,000



8.7



15.1616.00


30,900



9.3



16.00











17.00


29,081



8.6



17.00



5,816



8.6



17.0017.80


235,250



9.1



17.80











18.17


60,000



9.4



18.17











1,671,441



8.0


$
7.89



514,292



7.8


$
5.37  7




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
      8.
    Income
    Taxes      long-term
          9.
    Contingencies   8




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  10.
    Comprehensive
    Income  Three Months EndedMarch 31


March 312007


2006Net income

$
8,813,000


$
10,299,000Other comprehensive (loss) income:Cumulative translation adjustments


(11,000
)


7,000Comprehensive income

$
8,802,000


$
10,306,000   11.
    Goodwill,
    Intangible Assets, Debt Issuance Costs and Program Participation
    Costs    Aircraft BrakingSystems


Engineered Fabrics


TotalGoodwill

$
775,056,000


$
75,372,000


$
850,428,000       EstimatedMarch 31, 2007


WeightedGross Carrying


Accumulated





AverageAmount


Amortization


Net


Useful LifeDebt issuance costs

$
24,329,000


$
(7,762,000
)

$
16,567,000



9 yearsProgram participation costs

$
246,465,000


$
(15,628,000
)

$
230,837,000



25 yearsAmortized intangible assets:Customer relationships

$
13,857,000


$
(5,841,000
)

$
8,016,000



22 yearsEngineering drawings


20,881,000



(2,748,000
)


18,133,000



18 yearsContract backlog


12,401,000



(9,143,000
)


3,258,000



3 yearsIn-house libraries


8,297,000



(1,092,000
)


7,205,000



18 yearsTechnology licenses


7,464,000



(1,751,000
)


5,713,000



10 yearsPatents


4,017,000



(912,000
)


3,105,000



11 yearsTotal amortizable intangible assets


66,917,000



(21,487,000
)


45,430,000Indefinite-lived trademarks


6,205,000







6,205,000Total intangible assets

$
73,122,000


$
(21,487,000
)

$
51,635,000  9




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    EstimatedDecember 31, 2006


WeightedGross Carrying


Accumulated





AverageAmount


Amortization


Net


Useful LifeDebt issuance costs

$
24,562,000


$
(7,056,000
)

$
17,506,000



9 yearsProgram participation costs

$
237,528,000


$
(13,225,000
)

$
224,303,000



25 yearsAmortized intangible assets:Customer relationships

$
13,857,000


$
(5,628,000
)

$
8,229,000



22 yearsEngineering drawings


20,881,000



(2,459,000
)


18,422,000



18 yearsContract backlog


12,401,000



(8,150,000
)


4,251,000



3 yearsIn-house libraries


8,297,000



(977,000
)


7,320,000



18 yearsTechnology licenses


7,464,000



(1,553,000
)


5,911,000



10 yearsPatents


4,017,000



(815,000
)


3,202,000



11 yearsTotal amortizable intangible assets


66,917,000



(19,582,000
)


47,335,000Indefinite-lived trademarks


6,205,000







6,205,000Total intangible assets

$
73,122,000


$
(19,582,000
)

$
53,540,000         Program


DebtIntangible


Participation


IssuanceYear Ending December 31,

Assets


Costs


CostsRemainder of 2007

$
5,100,000


$
7,500,000


$
2,300,0002008


4,100,000



9,900,000



2,900,0002009


3,300,000



9,900,000



2,800,0002010


3,300,000



9,900,000



2,700,0002011


3,100,000



9,900,000



2,400,0002012


3,100,000



9,900,000



2,100,000  10




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
  12.
    Segments    Three Months EndedMarch 31,


March 31,2007


2006Net Sales:Aircraft Braking Systems

$
89,863,000


$
75,942,000Engineered Fabrics


19,089,000



15,120,000$
108,952,000


$
91,062,000Operating Profit:Aircraft Braking Systems

$
32,989,000


$
27,414,000Engineered Fabrics


2,102,000



1,556,000Merger related expenses


(5,250,000
)


Operating income


29,841,000



28,970,000Interest expense, net of interest
    income


(14,350,000
)


(13,115,000
)Income before income taxes

$
15,491,000


$
15,855,000    March 31,


December 31,2007


2006Total Assets:Aircraft Braking Systems

$
1,280,105,000


$
1,264,725,000Engineered Fabrics


138,671,000



137,351,000Debt issuance costs, net, not
    allocated to segments


16,567,000



17,506,000Corporate assets


2,359,000



3,342,000$
1,437,702,000


$
1,422,924,000   13.
    Earnings
    Per Share  Three Months EndedMarch 31,


March 31,2007


2006Basic Earnings Per Common Share:Net income (numerator)

$
8,813,000


$
10,299,000Weighted average common shares
    outstanding (denominator)


39,643,000



39,603,000Basic earnings per common share

$
0.22


$
0.26Diluted Earnings Per Common Share:Net Income (numerator)

$
8,813,000


$
10,299,000Weighted average common shares
    outstanding


39,643,000



39,603,000Effect of dilutive stock options


828,000



642,000Total diluted weighted average
    common shares outstanding (denominator)


40,471,000



40,245,000Diluted earnings per common share

$
0.22


$
0.26  11




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    14.
    Product
    Warranty  Product
    Warranty
    Balance at December 31, 2006

$
12,379,000Current provisions


2,111,000Expenditures


(1,052,000
)Balance at March 31, 2007

$
13,438,000     March 31,


December 31,2007


2006Current liabilities

$
12,284,000


$
10,840,000Long-term liabilities


1,154,000



1,539,000Total

$
13,438,000


$
12,379,000   15.
    Employee
    Benefit Plans    Pension BenefitsThree Months EndedMarch 31,2007


2006Service cost

$
1,050,000


$
1,083,000Interest cost


2,460,000



2,285,000Expected return on plan assets


(2,380,000
)


(2,280,000
)Amortization


128,000



Net periodic benefit cost

$
1,258,000


$
1,088,000   Postretirement BenefitsThree Months EndedMarch 31,2007


2006Service cost

$
445,000


$
448,000Interest cost


1,548,000



1,400,000Amortization


(55,000
)


Net periodic benefit cost

$
1,938,000


$
1,848,000  12




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##### Table of Contents



K&F INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial
    Statements  (Continued)
    16.
    Financial
    Instruments    3 4
    
    a 3 month LIBOR interest rate cap at 6% from December 2005
    to December 2007 for an increasing notional amount starting at
    $144.6 million, increasing to $161.2 million;
    a swap arrangement for a portion of its term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.0375%, beginning January 24, 2006. The notional amount of
    the swap is initially $95.4 million and declines to
    $78.8 million on January 24, 2008 at the termination
    of the swap agreement; and
    a swap arrangement for a portion of its term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.506%, beginning January 24, 2006. The notional amount of
    the swap is initially $47.7 million and declines to
    $39.4 million on January 24, 2008 at the termination
    of the swap agreement.           13




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Special
    Note Regarding Forward-Looking Statements
  Form 10-Q Form 10-K Meggitt-USA,
    General
    Recent
    Developments
  wholly-owned wholly-owned
 14




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##### Table of Contents



Performance
    Evaluation
      Certain
    Market Trends, Challenges and Opportunities
      point-to-point
        Acquisition
    of Nasco Aircraft Brake, Inc.
   15




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##### Table of Contents



Non-GAAP Financial
    Information
      Three Months EndedMarch 31, 2007


March 31, 2006Net income, as reported

$
8,813,000


$
10,299,000Adjustments:Depreciation and amortization
    expense


7,941,000



6,754,000Interest expense, net of interest
    income


14,350,000



13,115,000Income tax provision


6,678,000



5,556,000EBITDA

$
37,782,000
(a)(b)

$
35,724,000
(b)    (a)
    
    Includes pre-tax costs of $5.3 million related to the
    pending Merger with Meggitt.(b)
    
    Includes pre-tax non-cash stock-based compensation expense of
    $0.3 million and $0.3 million during the three months
    ended March 31, 2007 and 2006, respectively.  Critical
    Accounting Policies and Estimates
    Inventory.
 16




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##### Table of Contents



write-downs
  Evaluation of Long-Lived Assets.
  Goodwill.
        Program Participation Costs.
     17




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##### Table of Contents



Warranty.
  Pension and Other Postretirement Benefits.
            Income Taxes.
 18




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##### Table of Contents



Contingencies and Litigation.
  Revenue Recognition.
  Business
    Segment Financial Information
 Three Months EndedMarch 31,


March 31,2007


2006Net Sales:Aircraft Braking Systems

$
89,863,000


$
75,942,000Engineered Fabrics


19,089,000



15,120,000Total

$
108,952,000


$
91,062,000Gross Profit:Aircraft Braking Systems

$
46,938,000


$
38,975,000Engineered Fabrics


3,738,000



2,886,000Total

$
50,676,000


$
41,861,000Gross Profit Margin:Aircraft Braking Systems


52.2%



51.3%Engineered Fabrics


19.6%



19.1%Consolidated


46.5%



46.0%   Comparison
    of Results of Operations for the Three Months Ended
    March 31, 2007 and March 31, 2006
    MD-80, Boeing MD-11, F-15, AH-64
      Three Months EndedMarch 31,


March 31,2007


2006Gross Program Participation Costs

$
10,404,000


$
9,570,000Amount capitalized during period


(8,937,000
)


(7,019,000
)Amortization of Program
    Participation Costs


2,403,000



2,143,000Program Participation Costs
    expensed in period

$
3,870,000


$
4,694,000  19




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##### Table of Contents



Liquidity
    and Capital Resources
  3 4
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Form 10-K
  Cash
    Flows
        Current
    Accounting Pronouncements and Accounting Changes
  Accounting
    Pronouncements
      Accounting
    Changes
  long-term
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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      
    a 3 month LIBOR interest rate cap at 6% from December 2005
    to December 2007 for an increasing notional amount starting at
    $144.6 million, increasing to $161.2 million;
    a swap arrangement for a portion of our term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.0375%, beginning January 24, 2006. The notional amount of
    the swap is initially $95.4 million and declines to
    $78.8 million on January 24, 2008 at the termination
    of the swap agreement; and
    a swap arrangement for a portion of our term loans from a
    variable 3 month LIBOR interest rate to a fixed rate of
    4.506%, beginning January 24, 2006. The notional amount of
    the swap is initially $47.7 million and declines to
    $39.4 million on January 24, 2008 at the termination
    of the swap agreement.             Item 4.
    Controls
    and Procedures  Rule 13a-15
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PART II.
    OTHER INFORMATION  Item 4.
    Submission
    of Matters to a Vote of Security Holders    1.
    A proposal, to adopt the Agreement and Plan of Merger by and
    among K&F Industries Holdings, Inc., Meggitt-USA, Inc., a
    Delaware corporation, and Ferndown Acquisition Corp., a Delaware
    corporation, pursuant to which Ferndown Acquisition Corp. will
    be merged with and into K&F Industries Holdings, Inc., was
    approved, with 30,475,251 votes cast FOR, 2,826 votes cast
    AGAINST, and 47,357 abstentions.2.
    A proposal, to approve the adjournment or postponement of the
    special meeting, if necessary or appropriate, to solicit
    additional proxies if there are insufficient votes at the time
    of the meeting to adopt the merger agreement, was approved, with
    29,296,608 votes cast FOR, 1,182,340 votes cast AGAINST, and
    46,486 abstentions.  Item 6.
    Exhibits  Exhibits
  31
.1



Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.31
.2



Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.32
.1



Certification of Chief Executive
    Office pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2



Certification of Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   Items 1,
    1A, 2, 3 and 5 are not applicable and have been
    omitted
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SIGNATURES    K&F INDUSTRIES HOLDINGS, INC.
    DIRKSON
    R. CHARLES
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