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): February 21, 2006

Astec Industries, Inc.

(Exact name of registrant as specified in its charter)

Tennessee
(State or other jurisdiction
of incorporation) 0-14714
(Commission File Number) 62-0873631
(IRS Employer
Identification No.)

1725 Shepherd Road
Chattanooga, Tennessee 37421
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (423) 899-5898

N/A
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
SIGNATURE
EXHIBIT INDEX
AMENDMENT NUMBER 2 TO THE ASTEC INDUSTRIES, INC. 1998 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

Item 1.01. Entry into a Material Definitive Agreement.

     Astec Industries, Inc. maintains the Astec Industries, Inc. 1998 Non-Employee Directors Stock Incentive Plan (the “Director Plan”), under which the Company’s non-employee directors may elect to receive annual retainers in the form of cash, common stock, deferred common stock or stock options. On February 21, 2006, the Compensation Committee of the Board of Directors adopted an amendment (the “Amendment”) to the Director Plan to provide that to the extent non-employee directors elect to receive their annual retainer in the form of stock options from and after August 1, 2004 (the effective expiration of the grandfathered status of the Director Plan under Nasdaq shareholder approval rules), such options will be granted under the Astec Industries, Inc. 1998 Long-Term Incentive Plan, or any subsequent equity incentive plan approved by the Company’s shareholders for the grant of options to its employees and directors. Pursuant to the Amendment, the Director Plan will not serve as a separate source for the grant of stock options after August 1, 2004. The Amendment is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

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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.

	ASTEC INDUSTRIES, INC.
Date: February 21, 2006	By:	/s/ Albert E. Guth
		Albert E. Guth
		Group Vice President, Administration and Secretary

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
10.1	Amendment Number 2 to the Astec Industries, Inc. 1998 Non-Employee Directors Stock Incentive Plan

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EX-10.1

Exhibit 10.1

AMENDMENT NUMBER 2 TO THE ASTEC INDUSTRIES, INC.
1998 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

          This Amendment Number 2 to the Astec Industries, Inc. 1998 Non-Employee Directors Stock Incentive Plan (the “Plan”) is made and entered into this 21^st day of February 2006, by Astec Industries, Inc. (the “Company”).

          Pursuant to a resolution of the Compensation Committee of the Board of Directors of the Company, in accordance with Section 11 of the Plan, the Plan is hereby amended as follows:

1.	By deleting Section 4 in its entirety and replacing it with the following:
	“4. Shares Subject to Plan. Stock Awards granted under Section 6 of the Plan (including deferred rights to receive Stock) shall not exceed in the aggregate 200,000 Shares of Common Stock. Such Shares may be authorized and unissued Shares or treasury Shares. Options granted to a Participant pursuant to Section 7 of this Plan from and after August 1, 2004 shall be granted under the Astec Industries, Inc. 1998 Long-Term Incentive Plan, or any subsequent equity incentive plan approved by the Company’s shareholders for the grant of options to its employees and directors (the “Approved Incentive Plan”). The terms contained in the Approved Incentive Plan are incorporated into and made a part of this Plan with respect to such Options and such Options shall be governed by and construed in accordance with the Approved Incentive Plan. In the event of any actual or alleged conflict between the provisions of the Approved Incentive Plan and the provisions of this Plan, the provisions of the Approved Incentive Plan shall be controlling and determinative with respect to Options granted to a Participant pursuant to Section 7 hereof from and after August 1, 2004. This Plan does not constitute a separate source of shares for the grant of the Options from and after August 1, 2004.”
2.	Except as specifically set forth herein, the terms of the Plan shall remain in full force and effect as prior to this amendment.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer as of the date first above written.

ASTEC INDUSTRIES, INC.
By:	/s/ Albert E. Guth
	Albert E. Guth
	Title:	Group Vice President — Administration and Secretary