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# UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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# FORM 10-K/AAMENDMENT NO. 1 TO

# ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

# For the fiscal year
ended December 31, 2004

# Commission file number  
1-7007

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BANDAG, INCORPORATED
(Exact name of registrant as specified in its charter)

|                                                                   |                                               
|------------------------------------------------------------------ | ----------------------------------------------
|Iowa(State of other jurisdiction of incorporation or organization) | 42-0802143(I.R.S. Employer Identification No.)

|                                                                                        
|----------------------------------------------------------------------------------------
|2905 North Highway 61Muscatine, Iowa 52761-5886
(Address of principal executive offices)

Registrant's telephone
number, including area code:   (563) 262-1400

|Securities registered
pursuant to Section 12(b) of the Act: | 
|----------------------------------------------------------- | 

|Common Stock - $1 Par Value
Class A Common Stock - $1 Par Value | New York Stock Exchange and Chicago Stock Exchange
New York Stock Exchange and Chicago Stock Exchange
|--------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|(Title of Class)                                                | (Name of each exchange on which registered)                                                          

|Securities registered
pursuant to Section 12(g) of the Act: | None            
|----------------------------------------------------------- | ----------------
|                                                            | (Title of class)

Indicate by checkmark 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 checkmark 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.    [X]

Indicate by checkmark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).       Yes  X
     No

The aggregate market value of the voting
and non-voting stock held by non-affiliates of the registrant as of June 30, 2004: Common
Stock, $286,830,927, Class A Common Stock (non-voting), $197,703,487, Class B Common
Stock, $701,748.

The number of shares outstanding of
the issuers classes of common stock as of January 31, 2005: Common Stock, 9,116,770
shares; Class A Common Stock, 9,421,307 shares; Class B Common Stock, 918,591 shares.

# DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Companys Proxy
Statement for the Annual Meeting of Shareholders to be held May 3, 2005 are incorporated
by reference in Part III.

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# EXPLANATORY NOTE

On
March 2, 2005, the undersigned registrant filed its Annual Report on Form 10-K for the
fiscal year ended December 31, 2004. The registrant hereby amends the original Annual
Report on Form 10-K by replacing Exhibits 31.1 and 31.2 (Certifications pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934) with Exhibits 31.1 and 31.2 filed
with this Amendment No. 1. The amended certifications are being filed to include certain
required representations with respect to internal control over financial reporting.

This
amendment does not reflect events occurring after the filing of the original Annual Report
on Form 10-K and, other than amending Exhibits 31.1 and 31.2, does not modify or update
the disclosures in the original Annual Report on Form 10-K in any way.

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|Item 15. | Exhibits
and Financial Statement Schedules
|-------- | ------------------------------------------

| | (3) | Exhibits
| | --- | --------

| | 31.1 | Certification
of Chief Executive Officer (Amended)
| | ---- | --------------------------------------------------

| | 31.2 | Certification
of Chief Financial Officer (Amended)
| | ---- | --------------------------------------------------

| | 32.1 | Written
Statement of the Chairman of the Board, Chief Executive Officer and President of Bandag,
Incorporated Pursuant to 18 U.S.C.ss.1350.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------

| | 32.2 | Written
Statement of the Vice President, Chief Financial Officer and Secretary of Bandag,
Incorporated Pursuant to 18 U.S.C.ss.1350.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------

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# SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this amendment to be signed on its behalf by the undersigned thereunto duly
authorized on the 4th day of March, 2005.

| | BANDAG, INCORPORATED
| | --------------------
| | By:                 
| |