**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**FORM
      10-K/A**


**Amendment
      No. 2**


**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 o No þ




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





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








**Explanatory
      Note**





This
      Amendment No. 2 to the Annual Report on Form 10-K for the year ended December
      31, 2005, filed on April 14, 2006, of CTI Industries Corporation (the "Company")
      is filed solely for the purpose of revising the cover page to the Annual
      Report. The
      change being made is to correct the cover page of the original report on Form
      10-K which indicated that the Company is a well-known issuer, as defined in
      Rule
      405 of the Securities Act. Except as described above, no other changes
      have been made to the Annual Report. The filing of this Amendment No. 2 to
      the
      Annual Report is not a representation that any statements contained in items
      of
      the Annual Report other than that information being amended are true or complete
      as of any date subsequent to the date of the Annual Report.



















**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 May 17, 2006.




CTI
              INDUSTRIES
              CORPORATIONBy:
            /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
              Howard
                W. Schwan
            President
                and Director
            May
                17, 2006/s/
                John H. Schwan
              John
                H. Schwan
            Chairman
                and Director
            May
                17, 2006/s/
                Stephen M. Merrick
              Stephen
                M. Merrick
            Executive
                Vice President, Secretary, Chief Financial Officer and
                Director
            May
                17, 2006/s/
                Stanley M. Brown
              Stanley
                M. Brown
            Director
            May
                17, 2006/s/
                Bret Tayne
              Bret
                Tayne
            Director
            May
                17, 2006/s/
                Michael Avramovich
              Michael
                Avramovich
            Director
            May
                17, 2006/s/
                John I. Collins
              John
                I. Collins
            Director
            May
                17, 2006