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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 2, 2006

Meade Instruments Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-22183	95-2988062
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6001 Oak Canyon, Irvine, California		92618-5200
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 949 451-1450

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 2, 2006, Meade Instruments Corp. (the "Company") and Three Sixty Sourcing Ltd., a Hong Kong corporation ("360"), entered into a Buyer’s Agency Agreement (the "Agreement").

Pursuant to the terms and conditions of the Agreement, 360 will provide exclusive services to the Company for certain product ranges and distribution channels. In connection therewith, 360 will provide the Company with assistance for virtually all aspects of its exclusive sourcing in China; including, without limitation, identification and management of Chinese suppliers, quality control and assurance, logistics services, business development support, and administrative services. The initial term of the Agreement will be from November 2, 2006 through December 31, 2008, and will be subject to automatic one-year renewal periods unless either party provides 180 days notice of its intention not to renew the Agreement. As consideration for 360’s services and depending on certain events, the Company will pay to 360 a commission as set forth in the Agreement. In the event of termination, the Company may be required to continue to pay 360 a commission for a certain time period as set forth in the Agreement depending on the circumstances of the termination.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Meade Instruments Corp.
November 8, 2006	By:	Brent W. Christensen
		Name: Brent W. Christensen
		Title: Senior Vice President - Finance and Chief Financial Officer