**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**FORM
      10-K/A**


**Amendment
      No. 1**


**ANNUAL
      REPORT PURSUANT TO**


**SECTION
      13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**


For
      the
      Fiscal Year Ended December 31, 2005





**Commission
      File Number**


**000-23115**





**CTI
      INDUSTRIES CORPORATION**


(Exact
      name of Registrant as specified in its charter)




Illinois
              (State
                or other jurisdiction of
              incorporation
                or organization)
            36-2848943
              (I.R.S.
                Employer Identification Number)22160
                North Pepper Road Barrington, Illinois
              (Address
                of principal executive offices)
            60010
              (Zip
                Code)





(847)
      382-1000


Registrant’s
      telephone number, including area code





Securities
      registered pursuant to Sections 12(b) and 12(g) of the Act:





Title
                of Class
            
            Name
                of each exchange
              on
                which registered:Common
                Stock, no par value
            
            NASDAQ
                Capital Market





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




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 o No þ




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 þ No o




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. þ




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 o Accelerated
      filer o Non-accelerated
      filer þ




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






1





Based
      upon the closing price of $1.85 per share of the Registrant’s Common Stock as
      reported on NASDAQ Capital Market tier of The NASDAQ Stock Market on June 30,
      2005, the aggregate market value of the voting common stock held by
      non-affiliates of the Registrant was then approximately $1,918,931. (The
      determination of stock ownership by non-affiliates was made solely for the
      purpose of responding to the requirements of the Form and the Registrant is
      not
      bound by this determination for any other purpose.)





The
      number of shares outstanding of the Registrant’s Common Stock as of March 31,
      2006 was 2,036,474 (excluding treasury shares).





Documents
      Incorporated by Reference: None








2





**Introductory
      Note**





The
      Annual Report on Form 10-K for CTI Industries Corporation (the “Company”), for
      the year ending December 31, 2005, filed on April 14, 2006, is hereby being
      amended to include a revised Report of Independent Registered Public Accounting
      Firm from Eisner LLP, which was modified from the original filing. No other
      changes have been made to the Annual Report on Form 10-K.










**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





The
      Board
      of Directors and Stockholders


CTI
      Industries Corporation





We
      have
      audited the accompanying consolidated statements of operations, stockholders’
equity and cash flows of CTI Industries Corporation and subsidiaries (the
“Company”) for the year ended December 31, 2003. These financial statements are
      the responsibility of the Company’s management. Our responsibility is to express
      an opinion on these financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated results of operations and cash flows
      of the Company for the year ended December 31, 2003, in conformity with
      generally accepted accounting principles in the United States of America.








/s/
      Eisner LLP


New
      York,
      New York


February
      18, 2004





With
      respect to the first paragraph of Note 6


April
      14,
      2004





With
      respect to the third paragraph of Note 3


October
      1, 2004 (not presented herein)







3





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act the Registrant caused
      this report to be signed on its behalf by the undersigned thereunto duly
      authorized on April 19, 2006.






CTI
              INDUSTRIES
              CORPORATIONDate:
            By:
            /s/ Howard
              W.
              SchwanHoward
                W. Schwan,
                President





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the Registrant in the capacities and on the
      dates
      indicated.


**Signatures**
              **Title**
              **Date**


/s/ Howard
              W.
              Schwan
            President
                and Director
            
            April
                19, 2006Howard
                W. Schwan


/s/ John
                H. Schwan
              Chairman
                  and Director
              
              April
                  19, 2006John
                    H. Schwan
 /s/ Stephen
                    M. Merrick
                  Executive
                        Vice President,
                  
                  April
                      19, 2006Stephen
                          M. Merrick
                  Secretary,
                      Chief Financial
                    Officer
                      and Director
 /s/ Stanley
                          M. Brown
                        Director
                        
                        April
                            19, 2006Stanley
                                  M. Brown
 /s/ Bret
                      Tayne
                    Director
                    
                    April
                        19, 2006Bret
                                Tayne
 /s/ Michael
                              Avramovich
                            Director
                            
                            April
                                19, 2006Michael
                                          Avramovich
 /s/ John
                          I. Collins
                        Director
                        
                        April
                            19, 2006John
                                        I. Collins
   4