8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A


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


         Date of Report (Date of earliest event reported) MARCH 1, 2006

                    AFFINIA GROUP INTERMEDIATE HOLDINGS INC.
                               AFFINIA GROUP INC.

             (Exact name of Registrant as specified in its charter)


     DELAWARE                 333-128166-10                       34-2022081

     DELAWARE                  333-128166                         20-1483322

 (State or other           (Commission File Number)             (IRS Employer
 jurisdiction of                                               Identification
  incorporation)                                                    Number)


1101 TECHNOLOGY DRIVE, ANN ARBOR, MICHIGAN                           48108

(Address of principal executive offices)                          (Zip Code)


                                 (734) 827-5400

              (Registrant's telephone number, including area code)


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))




Affinia Group Inc. and Affinia Group Intermediate Holdings Inc. (together, the
"Company") are filing this Form 8-K/A to amend the Company's Current Report on
Form 8-K filed on December 15, 2005, in order to update certain disclosures
therein with respect to the Company's comprehensive restructuring strategy (the
"Restructuring").

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.05 - COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

As part of its previously announced Restructuring, the Company today announced
its decision to close its McHenry, Illinois, Erie, Pennsylvania and North East,
Pennsylvania facilities in North America. The press release announcing these
closures is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The Company expects the closure of these facilities to be completed
by the end of 2006. These actions are expected to result in the Company
incurring pre-tax charges of approximately $15 million, of which approximately
70% will be future cash expenditures. Employee severance costs, asset impairment
charges related to fixed assets, lease termination costs and environmental
remediation, site clearance and repair costs will each represent approximately
40%, 30%, 15% and 15%, respectively, of the estimated $15 million charge with
respect to these facilities. The Company expects that it will recognize $7
million of these charges in the first quarter of 2006 and the balance during the
remainder of 2006.

The Company also announced its intent to sell its foundries located in Sudbury
and St. Catharines, Ontario, and its machining plant in Waupaca, Wisconsin.

The Company continues to expect that it will incur total pre-tax costs of up to
$152 million in connection with the Restructuring. The Company also continues to
expect that the major components of such costs will be employee severance costs,
asset impairment charges related to fixed assets and environmental remediation,
site clearance and repair costs, each of which should represent approximately
38%, 20% and 13% respectively, of the total cost of the Restructuring. Of these
costs, the employee severance and environmental remediation, site clearance and
repair costs generally represent cash charges, while the asset impairment
charges are non-cash. The Company estimates that approximately 72% of the total
costs related to the Restructuring (or approximately $110 million) will result
in future cash expenditures. The Company still expects to complete the remainder
of the Restructuring program in 2006 and 2007.

The Company will file its Annual Report on Form 10-K for the year ended December
31, 2005 on or about March 31, 2006. Such filing will contain information
regarding the Restructuring charges recorded by the Company in the fourth
quarter of 2005.

All discussions of costs and time periods set forth in this amended Current
Report are estimates which, while based on the Company's current expectations,
are subject to change. See "Forward Looking Statements" below.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. When used in
this amended Current Report, the words "estimates," "expects," "intends," and
variations of such words or similar

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expressions are intended to identify forward-looking statements. All
forward-looking statements are based upon the Company's current expectations and
various assumptions. The Company's expectations and beliefs are expressed in
good faith and the Company believes there is a reasonable basis for them.
However, the Company cannot make any assurances that these expectations and
beliefs will be achieved.

There are a number of risks and uncertainties that could cause the Company's
actual results to differ materially from the forward-looking statements
contained in this amended Current Report. Important factors that could cause the
Company's actual results to differ materially from the forward-looking
statements made in this amended Current Report are contained in the Company's
filings with the Securities and Exchange Commission under the heading "Risk
Factors" and include, among other risks: the Company's substantial leverage;
limitations on flexibility in operating the Company's business contained in its
debt agreements; pricing pressure; the shift in demand from premium to economy
brands; the Company's dependence on its largest customers; increasing costs for
manufactured components, raw materials, crude oil and energy prices; the
Company's transformation to a separate, stand-alone company; the Company's
ability to achieve cost savings from the planned Restructuring; the
consolidation of distributors; "pay-on-scan" programs and expansion of return
polices; risks associated with the Company's non-U.S. operations; product
liability and customer warranty and recall claims; changes to environmental and
automotive safety regulations; non-performance by, or insolvency of, the
Company's suppliers; the threat of work stoppages and other labor disputes;
challenges to the Company's intellectual property portfolio; and changing
distribution channels. There may be other factors that may cause actual results
to differ materially from the forward-looking statements.

All forward-looking statements attributable to the Company or persons acting on
its behalf apply only as of the date of this amended Current Report and are
expressly qualified in their entirety by the cautionary statements included in
this amended Current Report. The Company undertakes no obligation to update or
revise forward-looking statements to reflect events or circumstances that arise
after the date made or to reflect the occurrence of unanticipated events.

ITEM 2.06 - MATERIAL IMPAIRMENTS.

The information set forth under Item 2.05 relating to impairment charges is
incorporated herein by reference.

SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

        99.1      Press Release of Affinia Group Inc. dated March 1, 2006.


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                                   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 thereunto duly authorized.


                                        AFFINIA GROUP INTERMEDIATE HOLDINGS INC.
                                        AFFINIA GROUP INC.



Date: March 3, 2006                            By: /s/  Steven E. Keller
                                                   -----------------------------
                                                   Name:  Steven E. Keller
                                                   Title:   General Counsel




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                                  EXHIBIT INDEX




        99.1      Press Release of Affinia Group Inc. dated March 1, 2006.

EX-99.1

                                                                    EXHIBIT 99.1

March 1, 2006
                                                               [GRAPHIC OMITTED]
                                                                         AFFINIA

For Immediate Release

Contact:    Scott Howat
            Affinia Group Inc.
            (734) 827-5400
            Scott.Howat@affiniagroup.com
            ----------------------------

- --------------------------------------------------------------------------------
        AFFINIA GROUP CONTINUING IMPLEMENTATION OF RESTRUCTURING PROGRAM
           GLOBAL APPROACH TO MANUFACTURING RESULTS IN PLANT CLOSINGS
- --------------------------------------------------------------------------------

         Affinia Group Inc., a leader in automotive aftermarket products, is
continuing the implementation of its previously announced international
restructuring program. As a result, the company will close its McHenry, Ill.,
drum and rotor plant, and Erie and North East, Penn., plants before the end of
2006. Affinia also announced its intent to sell businesses located in Sudbury
and St. Catharines, Ontario and Waupaca, WI.

         According to company officials, the plant closings, along with the
consolidation of brake component manufacturing in Litchfield, Ill., will result
in a net loss of 360 positions. Affinia employs more than 12,000 people
worldwide.

         "While these plant closures are in the best long-term interests of our
company, we regret the disruption in the lives of our affected people, and we
are working to mitigate the impact," said Terry McCormack, president and CEO
with Affinia Group. "Dislocation packages include job training and counseling,
as well as severance pay and health benefits based on longevity with the
company."

         Affinia Group adopted its international restructuring program during
2005, recognizing the rapid growth of automotive aftermarket parts manufacturing
in offshore locations. In December 2005, Affinia announced the closure of its



Southampton, United Kingdom facility, and today announced the consolidation of
hydraulics and drum and rotor production into its Litchfield, Illinois facility.

         "We are aggressively moving to complete our strategy of becoming a true
international aftermarket manufacturer and distributor. However, we intend to
maintain a significant North American manufacturing presence and also manage
strategic initiatives, such as research and development, parts specifications
and channel relationships, in North America," McCormack said. "We have come to a
point where our competitive environment is forcing us to take actions we had
hoped to avoid. In order for Affinia to remain competitive in the global
economy, we have to take advantage of lower costs for select aftermarket
components in production locations around the world."

         According to McCormack, the automotive aftermarket is continuing to
grow at an annual rate of 4 to 5 percent, creating growing demand for its family
of aftermarket brands.

         "Our restructuring program will help to assure our continued success,"
McCormack said. "Most importantly, our strategic vision will assure that our
customers have the best automotive replacement parts on the planet, offered at
competitive prices and backed by innovative product design and responsive
customer service."

         Affinia Group Inc. is a global supplier of top quality automotive
components for under hood and under vehicle applications. In North America the
Affinia family of brands includes WIX Filters, Raybestos(R) brand brakes and
Aimco brake products, and McQuay-Norris and Spicer chassis parts. South American
and European brands include Nakata, Urba and Quinton Hazell. Affinia has
operations in 17 countries and approximately 12,000 people dedicated to keeping
the world's wheels turning. For more information, visit
http://www.affiniagroup.com.
- ----------------------------

FORWARD-LOOKING STATEMENTS

This Press Release includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. When used in this Press



Release, the words "estimates," "expects," "intends," and variations of such
words or similar expressions are intended to identify forward-looking
statements. All forward-looking statements are based upon the Company's current
expectations and various assumptions. The Company's expectations and beliefs are
expressed in good faith and the Company believes there is a reasonable basis for
them. However, the Company cannot make any assurances that these expectations
and beliefs will be achieved.

There are a number of risks and uncertainties that could cause the Company's
actual results to differ materially from the forward-looking statements
contained in this Press Release. Important factors that could cause the
Company's actual results to differ materially from the forward-looking
statements made in this Press Release are contained in the Company's filings
with the Securities and Exchange Commission under the heading "Risk Factors."
There may be other factors that may cause actual results to differ materially
from the forward-looking statements.

All forward-looking statements attributable to the Company or persons acting on
its behalf apply only as of the date of this Press Release and are expressly
qualified in their entirety by the cautionary statements included in this Press
Release. The Company undertakes no obligation to update or revise
forward-looking statements to reflect events or circumstances that arise after
the date made or to reflect the occurrence of unanticipated events.

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