8-K/A

                                  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): December 29, 2005

                           Orthofix International N.V.
             (Exact name of Registrant as specified in its charter)

    Netherlands Antilles             0-19961                     N/A
(State or other jurisdiction   Commission File Number     (I.R.S. Employer
     of incorporation)                                   Identification Number)
                          _____________________________

                             7 Abraham de Veerstraat
                                     Curacao
                              Netherlands Antilles               N/A
                   (Address of principal executive offices)   (Zip Code)

     Registrant's telephone number, including area code: 011-59-99-465-8525
                          _____________________________


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.):

[  ] 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))




Section 1. Registrant's Business and Operations.

Item 1.01. Entry into a Material Definitive Agreement.

On December 29, 2005, Orthofix International N.V., a corporation organized under
the laws of the Netherlands Antilles (the "Company"), Orthofix Inc., a Minnesota
corporation, and Charles W. Federico entered into an amendment effective as of
December 29, 2005 (the "Amendment") to the existing employment agreement between
the Company and Mr. Federico, dated as of April 15, 2005 (the "Agreement") to
comply with applicable provisions of Section 409A of the Internal Revenue Code
(the "Code") and any guidance issued thereunder. The purpose of the Amendment is
to cause certain general provisions and options subject to the Agreement to
comply with the Code and is unrelated to Mr. Federico's appointment as President
and Chief Executive Officer. A copy of the Amendment is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.

(c)  Exhibits:

Exhibit No.       Description of Document

10.1              Amendment to Employment Agreement between Charles W. Federico,
                  Orthofix, Inc. and Orthofix International N.V., dated as of
                  December 29, 2005.



                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



Dated:  December 30, 2005

                                          ORTHOFIX INTERNATIONAL N.V.


                                          By:  /s/ Thomas Hein
                                               -------------------------------
                                               Name:  Thomas Hein
                                               Title: Chief Financial Officer




                                  EXHIBIT INDEX

Exhibit No.      Description of Document
- -----------      -----------------------
10.1             Amendment to Employment Agreement between Charles W. Federico,
                 Orthofix, Inc. and Orthofix International N.V., dated as of
                 December 29, 2005.

EX-10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT



         THIS AMENDMENT TO EMPLOYMENT AGREEMENT is dated and effective as of
December 29, 2005, between Orthofix Inc., a Minnesota corporation (the
"Company") and Orthofix International N.V., a corporation organized under the
laws of the Netherlands Antilles (the "Parent"), on the one hand, and Charles W.
Federico, a citizen and resident of Cornelius, North Carolina (the "Executive"),
on the other.

         WHEREAS, the Parent, the Company and the Executive are currently
parties to an Employment Agreement dated as of April 15, 2005 (the "Agreement"),
which provides by its terms for its amendment to comply with applicable
provisions of Section 409A of the Internal Revenue Code (the "Code") and any
guidance issued thereunder; and

         WHEREAS, the Parent, the Company and the Executive desire to amend the
Agreement to comply with applicable provisions of Code Section 409A and guidance
issued thereunder.

         NOW, THEREFORE, in consideration of the recitals, mutual covenants and
agreements set forth in the Agreement and below, the parties agree as follows:

         (1) All capitalized terms used but not defined herein shall have the
meaning accorded to them in the Agreement.

         (2) The Agreement be and is amended in the following particulars,
effective as of December 29, 2005:

             (a) By substituting for Section 4.1.1(a) of the Agreement the
         following:

             "(a) General. If, prior to the expiration of the Employment
             Term, (i) the Executive's employment is terminated by the
             Company without Cause (as defined in Section 4.3) and for a
             reason other than death or disability (as described in Section
             5), or (ii) the Executive resigns from his employment hereunder
             for Good Reason (as defined in Section 4.4), the Executive shall
             be entitled to payment no later than the Company's next
             regularly scheduled payday following the date of termination (as
             described in Section 4.1.2) of all (A) Base Salary due and owing
             through the date of termination, (B) accrued unused vacation
             then owing in accordance with the Company's then-current
             policies and (C) expense reimbursements under Section 3.2. In
             addition, the Executive shall receive, on the first day of the
             seventh calendar month following the Executive's date of
             termination (as described in Section 4.1.2), a one-time lump sum
             payment (less applicable withholding taxes) in an amount equal
             to the product of: (I) his monthly Base Salary at the highest
             rate in effect during the three





             year period immediately preceding the termination, times (II) the
             number of months (including any partial month) remaining in the
             Employment Term (the 'Base Salary Severance Amount'). Further, on
             the date in the next fiscal year that bonuses are otherwise paid
             to senior executives of the Company (the `Bonus Payment Date'),
             the Executive shall be entitled to receive the pro rata amount
             (based on the ratio of the number of business days he was
             actually employed by the Company in the fiscal year of his
             termination to the number of business days in such fiscal year)
             of any bonus for the fiscal year of his termination that he would
             have received had his employment not been terminated (the 'Bonus
             Severance Amount', which, together with the Base Salary Severance
             Amount, is referred to as the 'Severance Amount'); provided, on
             the Bonus Payment Date, the Bonus Severance Amount can be
             characterized as a 'short-term deferral' for purposes of IRC
             Section 409A. Notwithstanding anything in the preceding sentence
             to the contrary, if, on the Bonus Payment Date, the Bonus
             Severance Amount cannot be characterized as a 'short-term
             deferral' for purposes of IRC Section 409A, then the Bonus
             Severance Amount shall be paid to the Executive in a single lump
             sum payment on the first day of the seventh calendar month
             following the Executive's date of termination. By way of example
             of the calculation of the Severance Amount, if the Executive were
             terminated under this Section 4.1.1 on the first anniversary of
             the Effective Date, he would be entitled to (x) payment equal to
             twelve times the highest monthly Base Salary rate in effect
             during the three year period preceding his termination (less
             applicable taxes) plus (y) an amount payable in the next fiscal
             year (2007) equal to any bonus compensation for the number of
             business days that he was employed by the Company in the fiscal
             year (2006) of his termination, but only to the extent he would
             have been paid a bonus had he not been terminated. Nothing in
             this Section 4.1.1(a) is intended to give the Executive greater
             bonus rights than a pro rata portion of what he would ordinarily
             be entitled to under any bonus plan or bonus award that would
             have been applicable to him had he not been terminated. The
             parties intend and agree that Executive's termination shall not
             be used to disqualify Executive from or make him ineligible for
             any pro rata portion of any bonus he otherwise would have been
             entitled to."

             (b) By substituting for Section 4.1.1(c) of the Agreement the
         following:

             "(c) Options. Nothing in this Agreement shall be construed to
             diminish or alter in an adverse manner the current rights of the
             Executive provided for in the Plans or under his Award
             Agreements, or any additional rights accrued by the Executive
             during the Employment Term, and to which he is entitled, under
             the terms of the Plans and Award Agreements, with respect to any
             Options held by him in the event of (i) his termination of
             employment by the Company without Cause and for a reason other
             than


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             death or disability or (ii) his resignation for Good Reason. In
             addition to such Option rights and notwithstanding anything to
             the contrary in such Plans and Award Agreements, if termination
             is pursuant to this Section 4.1.1, the Executive shall become
             immediately and fully vested in any outstanding unvested Options
             as of and on the Executive's date of termination (as described in
             Section 4.1.2) and shall be entitled to exercise his Options
             until the earlier of the following: (i) the date on which the
             Options would otherwise expire (for reasons other than the
             termination of the Executive's employment) by their original
             terms or (ii) the later to occur of (A) the 15th day of the third
             month following the Options Final Exercise Date (as such term is
             defined below) or (B) December 31 of the calendar year which
             includes the Options Final Exercise Date. 'Options Final Exercise
             Date' means the date the Options would otherwise have expired
             based on the terms of the Options at the original grant date of
             the Options and disregarding any subsequent extension thereof.
             The Executive expressly acknowledges that the rights granted him
             under this Section 4.1.1(c) are rights not otherwise available to
             him prior to the date hereof, but for his execution of this
             Agreement and his promises in Section 6."

         (3) By substituting for Section 7.1(ii) of the Agreement the following:

             "Mr. Charles W. Federico
             XXX
             XXX
             Facsimile:  XXX
             E-mail:  XXX

         (4) Except as amended herein, the Agreement shall continue unmodified
and in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first described above.

ORTHOFIX INTERNATIONAL N.V.                 ORTHOFIX INC.

By: /s/ Raymond C. Kolls                    By: /s/ Raymond C. Kolls
    ----------------------------                --------------------------------

Its: Corporate Secretary                    Its: Corporate Secretary
    ----------------------------                --------------------------------


                                            EXECUTIVE

                                            /s/ Charles W. Federico
                                            ------------------------------------
                                            Charles W. Federico


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