SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 CA 90024 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol K&F Industries Holdings, Inc. [ KFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/27/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 08/16/2005	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Junior/Series A Redeemable Exchangeable Preferred Stock	05/06/2005		P		72.9(1)	A	$10,000	72.9(2)	D
Junior/Series A Redeemable Exchangeable Preferred Stock	08/12/2005		S		72.9(3)	D	$10,000(4)	0	D
Junior/Series A Redeemable Exchangeable Preferred Stock	04/27/2005		P		170.8(5)	A	$10,000	7,603.4(6)	I	See FN (6)
Junior/Series A Redeemable Exchangeable Preferred Stock	05/16/2005		P		12.4(7)	A	$10,000	7,615.8(8)	I	See FN (8)
Junior/Series A Redeemable Exchangeable Preferred Stock	05/19/2005		P		2,130.4(9)	A	$10,000	9,746.2(10)	I	See FN (10)
Junior/Series A Redeemable Exchangeable Preferred Stock	08/12/2005		S		9,746.2(11)(12)	D	$10,000(4)	0	I	See FN (11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 35.2 shares purchased 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.

2. 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.

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

4. On August 12, 2005, K&F Industries Holdings, Inc. also paid a dividend of $744.44 per each share of Junior Preferred stock purchased on November 17, 2004, $297.22 per each share of Junior Preferred stock purchased on April 27, 2005, $272.25 per each share of Junior Preferred stock purchased on May 6, 2005, $244.48 per each share of Junior Preferred stock purchased on May 16, 2005, $236.11 per each share of Junior Preferred stock purchased on May 19, 2005 and $233.33 per each share of Junior Preferred stock purchased on May 20, 2005.

5. Consists of 170.8 shares purchased by K&F Equity Partners, L.P. Mr. Parsky is a controlling person of K&F Equity Partners, L.P., Aurora Equity Partners III L.P., Aurora Overseas Equity Partners III, L.P., Aurora Equity Partners II L.P. and Aurora Overseas Equity Partners II, L.P. (collectively, 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.

6. Consists of 4,608.2 shares owned of record by Aurora Equity Partners III, L.P., 71.6 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2,716.7 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 170.8 shares owned of record by K&F Equity Partners, L.P. 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.

7. Consists of 12.4 shares purchased by K&F Equity Partners, L.P. 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 deemd to have a pecuniary interest therein.

8. Consists of 4,608.2 shares owned of record by Aurora Equity Partners III, L.P., 71.6 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2,716.7 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 183.2 shares owned of record by K&F Equity Partners, L.P. 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.

9. Consists of 2,060.3 shares purchased by Aurora Equity Partners III, L.P., 31.9 shares purchased by Aurora Overseas Equity Partners III, L.P. and 38.2 shares purchased by K&F Equity Partners, L.P. 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 deemd to have a pecuniary interest therein.

10. Consists of 6,668.5 shares owned of record by Aurora Equity Partners III, L.P., 103.5 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2,716.7 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, 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.

11. Consists of 6,683.9 shares sold by Aurora Equity Partners III, L.P., 88.1 shares sold by Aurora Overseas Equity Partners III, L.P., 2,716.7 shares sold by Aurora Equity Partners II, L.P., 36.1 shares sold by Aurora Overseas Equity Partners II, L.P. and 221.4 shares sold by K&F Equity Partners, L.P. 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 deemd to have a pecuniary interest therein.

12. On August 5, 2005, Aurora Overseas Equity Partners III, L.P. transferred 15.4 shares to Aurora Equity Partners III, L.P.

	/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 4 (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.