8-K

                                  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): October 27, 2005


                                   UNOVA, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                     001-13279                95-4647021
(State or other jurisdiction   (Commission file number)      (I.R.S. Employer
      of incorporation)                                   Identification Number)

                     6001 36th Avenue West                      98203-1264
                      Everett, Washington                       (Zip Code)
                         www.unova.com
          (Address of principal executive offices and internet site)

       Registrant's telephone number, including area code: (425) 265-2400

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

UNOVA, Inc. (the "Company") has agreed to sell its Landis Grinding Systems
division ("Landis") to members of Groupe Fives-Lille, which is engaged in
international industrial engineering, pursuant to a Purchase and Sale Agreement
dated October 27, 2005 (the "Agreement"). The selling parties under the
Agreement are the Company and its wholly owned subsidiaries UNOVA Industrial
Automation Systems, Inc. ("UIASI"), UNOVA U.K. Limited and UNOVA IP Corp. The
purchasing parties are Compagnie de Fives-Lille, a private French company
("CFL"), Cinetic Landis Grinding Corp., a Delaware corporation ("Buyer US"), and
Cinetic Landis Grinding Limited, a United Kingdom company.

Under the Agreement, the purchasing parties will acquire the global operations
of Landis through the purchase of substantially all of the assets of the Landis
Grinding Systems, Gardner Abrasives, and CITCO divisions of UIASI in the U.S.
and the Landis Lund and Cranfield Precision divisions of UNOVA U.K. Limited in
the United Kingdom.

The consideration for the purchased assets consists of $69 million in cash, a
$10 million two-year note at an interest rate of five percent per annum
guaranteed by CFL, and the assumption of certain liabilities, including
approximately $30 million relating to pension and other post-retirement
obligations. The purchase price is subject to possible adjustments based on net
working assets at closing.

Pursuant to the Agreement, UIASI will retain two facilities. Buyer US will lease
such Landis properties located in Waynesboro, Pennsylvania and South Beloit,
Illinois on a triple net basis for two years and three years, respectively, at
nominal rent for the first two years and at market rates thereafter. Buyer US
has an option to purchase the Waynesboro property at fair market value,
exercisable until the end of the third year.

The Agreement contains customary covenants and closing conditions, including
operation of Landis in the ordinary course until the closing, obtaining
third-party consents to the transaction, and noncompetition for five years in
the U.S. and three years in the U.K.

Early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 was granted September 27, 2005. The transaction is also
subject to clearance under the European Union merger control regulation; closing
is expected to occur in December 2005, following receipt of such clearance.

Item 8.01.      Other Events

On October 28, 2005, the Company issued a press release announcing the execution
of the Agreement, which release is attached as Exhibit 99.1 hereto.

Item 9.01       Financial Statements and Exhibits

(c)  Exhibits

Exhibit
Number          Description
99.1            Press release issued by UNOVA, Inc. dated October 28, 2005.

                                    SIGNATURE

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.



                               UNOVA, INC.



                               By:  /s/ Cathy D. Younger
                               --------------------------------------
                                        Cathy D. Younger
                                Vice President, Corporate Secretary and
October 28, 2005                Senior Transactions Counsel

EX-99.1

                                                                    Exhibit 99.1

     UNOVA Signs Definitive Agreement for the Sale of Its Landis Operations


    EVERETT, Wash.--(BUSINESS WIRE)--Oct. 28, 2005--UNOVA, Inc.
(NYSE:UNA) today announced that it has agreed to sell its Landis
Grinding Systems operations to Groupe Fives-Lille, a leading
industrial engineering group based in Montreuil-sous-Bois, France. The
anticipated transaction will fully complete UNOVA's stated commitment
to divest its Industrial Automation Systems businesses. The
transaction is subject to customary closing conditions and is expected
to be completed by year end.
    Under the terms of the agreement, Groupe Fives-Lille will purchase
the global operations of UNOVA's Landis Grinding Systems. The
consideration consists of approximately $70 million in cash, a $10
million two-year note plus the assumption of post retirement medical
obligations and certain pension obligations for active employees. The
consideration is subject to closing balance sheet adjustments.
    The Landis Grinding Systems businesses have been operating as a
division under UNOVA's Industrial Automation Systems segment. UNOVA
anticipates no interruption to the Landis Grinding Systems' business,
customer relationships or strategic direction while the transaction is
being completed.

    About Groupe Fives-Lille

    Groupe Fives-Lille ("GFL") is a leading international industrial
engineering group, which designs and produces equipment, primarily for
the aluminum, automotive, steel and cement industries. For more
information, please visit GFL's website at www.fiveslille.com.

    About UNOVA

    UNOVA is a leader in global supply chain solutions and in the
development, manufacture and integration of wired and wireless
automated data collection, mobile computing systems, bar code
printers, label media and Intellitag(R) RFID (radio frequency
identification). The company's products and services are used by
customers in many industries to improve productivity, quality and
responsiveness of business operations, from supply chain management
and enterprise resource planning to field sales and service.
www.unova.com

    (Forward-looking Statement)

    Certain forward-looking statements in this release (as defined by
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934) relate to matters that are not
historical facts.
    The forward-looking statements about the completion of the sale of
the Landis Group Operations to Groupe Fives-Lille are based on
management's current expectations. The statements included in this
release are not guarantees. Completion of this transaction is
dependent upon the conclusion of customary closing conditions and
completion of the sale and the actual timing of closing will depend
upon completion of these conditions and exchange of consideration.
Such forward-looking statements involve and are dependent upon certain
risks and uncertainties. These include, but are not limited to, other
risks and uncertainties described more fully in the Company's filings
on Form 10-K and 10-Q with the Securities and Exchange Commission.



    CONTACT: UNOVA, Inc.
             Kevin P. McCarty, 425-265-2472
             kmccarty@unova.com