SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SISLER ANDREW M

(Last)

(First)

(Middle)

BANDAG, INCORPORATED

2905 NORTH HIGHWAY 61

(Street)

MUSCATINE

527615886

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANDAG INC [ BDG/BDGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, N.American Franchise Sales

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $1.00 Par Value	08/16/2005		M		2,365	A	$21.0938	7,311.6035	D
Class A Common Stock, $1.00 Par Value	08/16/2005		S		500	D	$37.51	6,811.6035	D
Class A Common Stock, $1.00 Par Value	08/16/2005		S		375	D	$37.75	6,436.6035	D
Class A Common Stock, $1.00 Par Value	08/16/2005		S		900	D	$37.5244	5,536.6035⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock, $1.00 Par Value								650.9781⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$21.0938	08/16/2005		M			2,365	⁽⁵⁾	03/07/2010	Class A Common Stock	2,365	$0	5,670	D
Stock Fund Unit	$0.0000							⁽⁶⁾	⁽⁶⁾	Common Stock	343.306⁽⁷⁾		343.306⁽⁷⁾	I	By Profit Sharing Plan
Stock Fund Unit	$0.0000							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	387.573⁽⁷⁾		387.573⁽⁷⁾	I	By Profit Sharing Plan
Employee Stock Option (Right to Buy)	$24.35							⁽⁸⁾	03/13/2011	Class A Common Stock	7,400		7,400	D
Employee Stock Option (Right to Buy)	$32.53							⁽⁹⁾	03/12/2012	Class A Common Stock	8,600		8,600	D
Employee Stock Option (Right to Buy)	$27.675							⁽¹⁰⁾	02/25/2013	Class A Common Stock	11,700		11,700	D
Employee Stock Option (Right to Buy)	$44.41							⁽¹¹⁾	02/24/2014	Class A Common Stock	4,300		4,300	D
Employee Stock Option (Right to Buy)	$40.96							⁽¹²⁾	02/18/2015	Class A Common Stock	3,760		3,760	D

Explanation of Responses:

1. Andrew M. Sisler participates in the Bandag, Incorporated 2004 Stock Grant and Awards Plan ("2004 Awards Plan"). Column 5 of table I includes 975 shares of Class A Common Stock held by Mr. Sisler under the 2004 Awards Plan. The shares are restricted for 3 years when granted and are held by a Trustee for the benefit of Mr. Sisler.

2. Column 5 of Table I includes 0 shares of Common Stock and 0 shares of Class A Common Stock acquired through automatic reinvestment of dividends under the Bandag, Incorporated Dividend Reinvestment and Optional Cash Purchase Plan ("DRP") since August 9, 2005.

3. Andrew M. Sisler participates in the Bandag, Incorporated Restricted Stock Grant Plan ("Plan"). Column 5 of Table I includes 325 shares of Common Stock and 325 shares of Class A Common Stock held by Mr. Sisler under the Plan. The shares are restricted for 7 years when granted and are held by a Trustee for the benefit of Mr. Sisler.

4. Andrew M. Sisler participates in the Bandag, Incorporated Stock Award Plan ("Stock Award Plan"). Column 5 of Table I includes 2,750 shares of Class A Common Stock held by Mr. Sisler under the Stock Award Plan. The shares are restricted for 3 years when granted and are held by a Trustee for the benefit of Mr. Sisler.

5. Options became fully vested as of March 7, 2005.

6. Represents stock fund units under the Bandag Salaried Profit Sharing, Retirement and Savings Plan ("Profit Sharing Plan"). Distributions will be made upon the earliest to occur of termination of employment, death or retirement, subject to limited exceptions.

7. The number of underlying securities is based on the number of stock fund units, the value of these units and the Company's Common and Class A Common Stock market values as of July 31, 2005. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of Company stock and other investments.

8. Options vest 20% on each of March 13, 2002, 2003, 2004, 2005 and 2006.

9. Options vest 25% on each of March 12, 2003, 2004, 2005 and 2006.

10. Options vest 25% on each of February 25, 2004, 2005, 2006 and 2007.

11. Options vest 25% on each of February 24, 2005, 2006, 2007, 2008.

12. Options vest 25% on each of February 18, 2006, 2007, 2008, 2009.

Remarks:

	/s/ Sisler, Andrew M.	08/18/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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