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): January 22, 2007

TITAN INTERNATIONAL, INC.

(Exact name of Registrant as specified in its Charter)

Illinois	1-12936	36-3228472
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301

(Address of principal executive offices, including Zip Code)

(217) 228-6011

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

x 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))

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 8.01 OTHER EVENTS

Titan International, Inc. files registration statement for conversion offer for senior convertible notes. See press release dated January 22, 2007.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c)Exhibits

99 Titan International, Inc.’s press release dated January 22, 2007, regarding filing registration statement for conversion offer for senior convertible notes.

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.

TITAN INTERNATIONAL, INC.

(Registrant)

Date:	January 22, 2007	By:	/s/ Kent W. Hackamack
			Kent W. Hackamack
			Vice President of Finance and Treasurer
			(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description
99	Titan International, Inc.’s press release dated January 22, 2007, regarding filing registration statement for conversion offer for senior convertible notes.

EX-99

Exhibit 99

TITAN FILES REGISTRATION STATEMENT FOR CONVERSION OFFER

FOR SENIOR CONVERTIBLE NOTES

QUINCY, Ill. - January 22, 2007 - Titan International, Inc. (NYSE: TWI) has filed a registration statement relating to an offer to the holders of its 5.25 percent senior convertible notes due 2009 to convert their notes into Titan’s common stock at an increased conversion rate (the “Offer”). As of January 19, 2007, there were $81.2 million principal amount of convertible notes outstanding.

The registration statement relating to the shares of common stock to be offered has been filed with the Securities and Exchange Commission, but has not yet become effective. Titan’s obligation to commence the Offer, accept convertible notes for conversion and pay the conversion consideration in the Offer is conditioned, among other things, on the effectiveness of the registration statement.

This news release is neither an offer to convert or exchange nor a solicitation of an offer to convert or exchange the convertible notes described above. The Offer will be made solely by a Conversion Offer Prospectus and any Prospectus supplements thereto upon satisfaction or waiver by Titan of the conditions to the Offer and the effectiveness of the registration statement. The registration statement and other related documents filed with the Securities and Exchange Commission may be obtained at the Commission’s Web site, http://www.sec.gov.

Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction and consumer (including all terrain vehicles and trailers) applications.

Contact: Courtney Leeser

Communications Coordinator

(217) 221-4489