SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

Commission File Number: 000-22183

NOTIFICATION OF LATE FILING

(Check One):	[X] Form 10-K [  ] Form N-SAR	[  ] Form 20-F	[  ] Form 11-K	[  ] Form 10-Q
	For Period Ended: February 28, 2006

[  ] Transition Report on Form 10-K
[  ] Transition Report on Form 20-F
[  ] Transition Report on Form 11-K
[  ] Transition Report on Form 10-Q
[  ] Transition Report on Form N-SAR

For the Transition Period Ended: ____________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Meade Instruments Corp.

Full Name of Registrants Former Name if Applicable

6001 Oak Canyon

Address of Principal Executive Office (Street and Number)

Irvine, California 92618

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

[X]	(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

The Company’s Audit Committee has initiated an independent evaluation of the Company’s stock option grant practices following an article appearing in the Wall Street Journal on May 22, 2006. The Company needs additional time to allow for the completion of the independent evaluation prior to the filing of its 2006 Annual Report on Form 10-K to determine if any changes to its practices or reported results are required. The Audit Committee expects to report the results of the independent evaluation to the Company’s external auditors prior to the filing of its Annual Report on Form 10-K. The Company will endeavor to file its Form 10-K as promptly as practicable.

PART IV— OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification

Steven L. Muellner	(949) 451-1450
(Name)	(Area Code)  (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [X] Yes [  ] No

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes     [  ] No

The Company expects net revenue for the fiscal year ended February 28, 2006 to be approximately $120 million with a net loss of approximately $4.1 million or ($0.21) per share, compared to net revenue of approximately $112 million and a net loss of approximately $0.9 million or ($0.05) per share in the prior year. The changes in the results of operations from the last fiscal year as compared to the current fiscal year are principally related to 1) net sales increasing from the prior year principally on increases in sales of telescopes and related accessories which were partially offset by a significant decrease in sales of riflescopes brought on by the riflescope supply problems that the Company has previously disclosed, 2) selling, general and administrative expenses increasing over the prior year principally on higher freight and other selling costs as well as higher consulting and professional fees, severance costs, and costs related to the hiring of the Company’s new Chief Executive Officer, and a full year of Coronado related expenses, and 3) the current year tax effects of (i) a lower tax benefit resulting from valuation allowances recorded against deferred tax assets generated by foreign tax credits and (ii) a state tax refund recognized in the fourth quarter.

This Notification of Late Filing contains comments and forward-looking statements based on current plans, exceptions, events, and financial and industry trends that may affect the Company's future operating results and financial position expectations. Such statements, including the expected timing of the filing of its report on Form 10-K, and the expected financial results for the year ended February 28, 2006, involve risks and uncertainties which cannot be predicted or quantified and which may cause future activities and results of operations to differ materially from those discussed above. Such risks and uncertainties include, without limitation: delays in the evaluation by the Company's audit committee, delays the Company may experience in the completion and filing of its Form 10-K, and the results of the evaluation. For additional information, refer to the Company's filings with the Securities and Exchange Commission, including the Company's most recent quarterly and annual reports on Forms 10-Q and Form 10-K.

     If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Meade Instruments Corp.

(Name of Registrants as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 31, 2006 By: /s/ Steven L. MuellnerSteven L. Muellner
President and Chief Executive Officer

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