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): April 28, 2006


                            Heartland Partners, L.P.
               (Exact Name of Registrant as Specified in Charter)


             Delaware                       1-10520              36-3606475
   (State or Other Jurisdiction     (Commission File Number)  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

53 W. Jackson Blvd., Suite 1150 Chicago, Illinois                 60604
    (Address of Principal Executive Offices)                    (Zip Code)

       Registrant's telephone number, including area code: (312) 834-0592

     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))

                              _____________________


                SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.03.    BANKRUPTCY OR RECEIVERSHIP.

Heartland Partners, L.P. (the "Company") and its affiliates have filed voluntary
petitions under the provisions of chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court, Northern District of Illinois in
order to dissolve and liquidate. The Company and its affiliates will be
"debtors-in-possession" under the jurisdiction of the bankruptcy court and in
accordance with the applicable provisions of the Bankruptcy Code and the orders
of the bankruptcy court.

The complete text of the press release announcing the filing bankruptcy in order
to dissolve and liquidate is attached as Exhibit 99.1 to this current report on
Form 8-K.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

EXHIBIT        DESCRIPTION
-------        -----------

 99.1          Press Release of Heartland Partners, L.P. dated April 28, 2006
               (furnished not filed).



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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 hereunto duly authorized.

                                   HEARTLAND PARTNERS, L.P.


                                   By: CMC/HEARTLAND PARTNERS HOLDINGS, INC.,
                                       its General Partner


Date:  April 28, 2006              By: /s/ Lawrence S. Adelson
                                       -----------------------------------------
                                       Name: Lawrence S. Adelson
                                       Title: President








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                                 EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------        -----------

 99.1          Press Release of Heartland Partners, L.P. dated April 28, 2006
               (furnished not filed).















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