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) May 23, 2006
                                                      -----------------

                         CYCLE COUNTRY ACCESSORIES CORP.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

         NEVADA                      001-31715             42-1523809
- ----------------------------      ----------------     ---------------------
(State or other jurisdiction      (Commission File         (IRS Employer
 of incorporation)                   Number)           Identification Number)


                      2188 Highway 86  Milford, Iowa  51351
        ---------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code    (712) 338-2701

                                                      --------------













ITEM 7.01  REGULATION FD DISCLOSURE

In a publicly accessible conference call on May 23, 2006, we released
revised guidance for results of operations for our current fiscal year.
A transcript of the information disclosed is attached hereto as
Exhibit 99.22 and incorporated herein by reference.

The information, including the exhibit, the registrant furnished in this
report is not deemed "filed" for purposes of section 18 of the Securities
Act of 1934, as amended, or otherwise subject to liabilties of that section.
Registration statements or other documents filed with the Securities and
Exchange Commission shall not incorporate this information by reference,
except as otherwise expressly stated in such filing.


ITEM  9.01 FINANCIAL  STATEMENTS AND EXHIBITS.


99.22 Transcript of disclosure regarding revised guidance for fiscal year.





                                   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.


                                     CYCLE COUNTRY ACCESSORIES CORP.

                                     Date   May 25, 2006
                                     ------------------------------

                                     By: /s/ John Gault
                                         --------------------------
                                             John Gault
                                             Principal Executive Officer,
                                             President and Director

EX-99

CONFERENCE CALL

Thank you, John.

As we stated in the announcement, one of the topics for today's
conference is to share with you the results of our mid-year
review of how we have performed as a company through the second
quarter and how we project we will perform for the last two
quarters of this fiscal year.  What I would like to do now is to
share with all of you the details of our mid-year analysis.

Following the same flow as our statement of income, let me begin
in the revenue section.

First, Weekend Warrior.

PEP Boys initial order started later than either party planned
and by the time the product actually filtered into the majority
of the stores it was late in the peak ATV season.  Because of
this the revenue to date is off from what both parties projected
going into this fiscal year, causing us to need to reduce
projected revenue for Weekend Warrior from PEP Boys by
approximately 1 million.  However, PEP Boys is satisfied with
the progress of sales and we believe that sales will reach
levels equal to or better than what we had projected initially
during fiscal 2007.

Other retail prospects for Weekend Warrior products whom we
projected to be buying at significant levels by the end of the
2nd quarter are either not ready to place initial stocking orders
or are just now placing orders to stock test stores.  Because of
this we must also reduce the projected revenue for Weekend
Warrior this fiscal year from these sources by approximately 2
million.  Management is still confident that Weekend Warrior
will be one of the keys to the company's sustainable growth as
we continue to take this product line to new, non-traditional
ATV retail outlets.


Next, Contract Manufacturing.

With the slump in sales that we experienced during our first
quarter in our ATV accessories segment, management made the
decision to shift even more emphasis on to developing new
revenue in contract manufacturing.  With ample capacity and our
new salesperson generating a large increase in quoting
opportunities, we felt it was very possible to increase revenues
well above what we originally projected.  We are seeing
successes.  We have begun manufacturing production parts and
aftermarket parts for one of the largest golf car OEMs.  Over
the next several months this partnership will generate
substantial revenue, in the neighborhood of 1 million annually,
once all phases have reached full production stage.  While
everyone involved is working hard to turn new quoting
opportunities into new business for this segment, we realize
that it will not be possible for this segment to generate the
additional 1 million of revenue shifted to it after the ATV
accessories segment experienced the sluggish sales in the first
quarter.  However, contract manufacturing we do project to reach
its original projected revenue target of 2 million.  So while it
will not be able to make up the ATV shortfall, it is important
to note that contract manufacturing will meet its revenue goal.

Now, ATV Accessories.

With the sluggish first quarter sales, this segment fell
approximately 1 1/2 million behind our revenue projections.  The
second quarter was slow to start but finished with a slight
increase over last year's 2nd quarter.  Management believes the
ATV segment is on track now to generate reasonable increases the
remaining two quarters of this fiscal year.  While management
anticipates a very strong 4th quarter for ATV accessories, our
revised estimates indicate that these last two quarters will not
be able to eliminate the shortfall of the first quarter and, as
we mentioned earlier, neither will contract manufacturing.  So
we are reducing our original revenue projection by 1 million.

And finally, Plastic Wheel Covers.

As another segment where management believes sustained growth
will occur, plastic wheel covers is still on target to reach its
projected revenue of approximately 2 million this fiscal year.
The new 'SS' and other new wheel cover designs will continue to
rejuvenate this segment by creating new sales to current OEMs
and distributors as well as creating new sales to new customers.
With a salesperson dedicated to rejuvenating this segment,
opportunities to reclaim sales lost to competitors or to golf
car OEMs choosing to not use a wheel cover on certain models are
becoming a real possibility.


Gross Profit

As a percentage of total revenue, gross profit will remain the
same at approximately 50% under our revised guidance.  Although
the percentage will remain the same, we anticipate gross profit
in dollars will be approximately 9.4 million compared to our
original projection of approximately 11.4 million.

S,G & A

As this fiscal year has progressed we have taken advantage of
opportunities to reduce expenses and will continue to do so
going forward.  We will continue to work at reducing costs and
improving efficiencies wherever we can.  But while we are
realizing expense savings in employee staffing levels, trucking
and freight costs, insurance, and work comp claims, we are also
having to incur certain non-recurring expenses that are
offsetting the reductions this year.  We have begun our work to
prepare for the Sarbanes-Oxley Section 404 Compliance and we
have been working to implement and install new software
throughout the company to bring us all onto one common platform.
Over the remainder of this fiscal year we expect to complete our
documentation and identify any areas that need improvement under
SOX, next year we plan to conduct the required testing of our
controls.  We also expect to finish the conversion to our new
software by the end of this year.  Overall, we anticipate total
operating expenses to be approximately 100,000 more than we
originally projected for fiscal 2006.

Now, let's take a look at Net Income and Earnings per share.

To bring all of these changes and differences that I have
discussed above together, let's review what we now project for
net income and earnings per share for fiscal 2006.  We project
net income to be approximately 1.5 million, down from our
original projected net income of approximately 2.8 million.
Earnings per share we project will be 20 to 22 cents, down from
our original projected earning per share of 38 to 40 cents.
However, at 20 to 22 cents per share, fiscal 2006 will exceed
fiscal 2005 earnings per share by 5 to 7 cents, or in terms of
net income an increase of approximately $700,000.


Now before John and I open the conference call to questions,
there are a couple of other figures I would like to share with
all of you as well, EBITDA and free cash flow.  From the results
of our mid-year review, we project EBITDA to be approximately
3.5 to 3.75 million.  Free cash flow we have revised and now
estimate that it will be approximately 3.0 million.

__________ (operator) we are now ready to open the call up for
questions.