SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

PARSKY GERALD L

(Last)

(First)

(Middle)

C/O AURORA CAPITAL GROUP

10877 WILSHIRE BLVD. STE 2100

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2005

3. Issuer Name and Ticker or Trading Symbol
K&F Industries Holdings, Inc. [ KFI ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/08/2005

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	79,268⁽¹⁾	D
Common Stock	10,581,081⁽²⁾	I	See FN (2)
Junior/Series A Redeemable Exchangeable Preferred Stock	72.9⁽³⁾	D
Junior/Series A Redeemable Exchangeable Preferred Stock	9,746.2⁽⁴⁾	I	See FN (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Includes 38,304 shares held by Century City Partners L.P. for which Mr. Parsky serves as General Partner, 23,009 shares held by the Gerald L. Parsky SEP/IRA and 17,955 shares held by the Barbara Parsky Trust, a family trust established by Mr. Parsky.

2. Includes 7,256,613 shares owned of record by Aurora Equity Partners III L.P., 95,627 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2,949,541 shares owned of record by Aurora Equity Partners II L.P., 39,235 shares owned of record by Aurora Overseas Equity Partners II, L.P. and 240,065 shares owned of record by K&F Equity Partners, L.P. (collectively, the "Aurora Entities"). Mr. Parsky is a controlling person of the Aurora Entities. As such, he may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mr. Parsky disclaims beneficial ownership of all such shares except to the extent that he may be deemed to have a pecuniary interest therein.

3. Includes 35.2 shares held by Century City Partners L.P. for which Mr. Parsky serves as General Partner, 21.2 shares held by the Gerald L. Parsky SEP/IRA and 16.5 shares held by the Barbara Parsky Trust, a family trust established by Mr. Parsky.

4. Includes 6,673.3 shares owned of record by Aurora Equity Partners III L.P., 98.7 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2716.7 shares owned of record by Aurora Equity Partners II L.P., 36.1 shares owned of record by Aurora Overseas Equity Partners II, L.P. and 221.4 shares owned of record by K&F Equity Partners, L.P. Mr. Parsky is a controlling person of the Aurora Entities. As such, Mr. Parsky may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mr. Parsky disclaims beneficial ownership of all such shares except to the extent that he may be deemed to have a pecuniary interest therein.

	/s/ Ronald H. Kisner, as Attorney-in-Fact for Gerald L. Parsky	09/12/2005
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.