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): June 148, ~~2006~~2007

RTW, Inc.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of incorporation)


0-25508		41-1440870
(Commission File Number)		(I.R.S. Employer Identification No.)

8500 Normandale Lake Blvd., Suite 1400
Bloomington, MN 55437
(Address of principal executive offices and Zip Code)

(952) 893-0403
Registrant’s telephone number, including area code

Not Applicable
(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:

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 15.0102 —– ~~Entry~~Departure ~~Into~~of ADirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 87.01 ~~Other~~– ~~Events~~Regulation FD disclosure Item 9.01 – Financial Statements and Exhibits SIGNATURES Presentation

~~Item~~Section ~~1.01~~5 —– ~~Entry~~Corporate ~~Into~~Governance Aand ~~Material Definitive Agreement~~Management

~~Amendment~~Item 5.02 to– ~~the~~Departure ~~RTW,~~of ~~Inc.~~Directors ~~1994~~or ~~and~~Certain ~~2005~~Officers; ~~Stock~~Election ~~Plans~~of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~ On ~~shareholders, at the~~ June 148, ~~2006~~2007, ~~Annual~~the ~~Meeting~~employment of ~~Shareholders,~~Mr. Thomas ~~approved~~J. ~~amendments to the RTW~~Byers, ~~Inc.~~Executive ~~1994~~Vice ~~and~~President ~~2005~~– ~~Stock~~Sales ~~Plans~~and Marketing, ~~eliminating~~as ~~the~~an ~~automatic~~officer ~~stock~~and ~~option~~employee ~~grants~~of toRTW, ~~directors under~~Inc. ~~these Plans~~terminated.

~~Compensation~~Section 7 to– ~~Non-employee Directors~~Regulation FD

~~On June~~Item ~~14, 2006, each non-employee director of RTW, Inc~~7.,01 ~~other~~– ~~than~~Regulation FD the Chairman Emeritus David C. Prosser and Lyron L. Bentovim, was issued a non-qualified option under the RTW Inc, 2005 Stock Plan to purchase 4,000 shares of common stock at a price of $10.87, expiring in ten years, vesting over three years beginning one year from the date of grant. The options expire one year after the individual ceases to be a director. Directors receiving option grants were John O. Goodwyne, Gregory D. Koschinska, William J. Deters, Vina L. Marquart and John W. Prosser. In lieu of receiving an annual option grant to non-employee directors, David C. Prosser and Lyron L. Bentovim will receive the cash value of these options, payable in equal installments on the same vesting schedule as the non-employee directors stock option grants. disclosure

~~Item~~ On June 813, 2007, Mr.01 Jeffrey ~~Other~~B. ~~Events~~Murphy, RTW, Inc.’s President and Chief Executive Officer will give a presentation titled “2007 Annual Meeting of Shareholders” at the RTW, Inc. 2007 Annual Meeting of Shareholders. A copy of this presentation is furnished as Exhibit 99.1 to this Form 8-K.

~~Election~~ The information provided pursuant to Item 7.01 of ~~Directors~~this Form 8-K is being furnished and is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor may it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

~~The shareholders, at the June~~Section ~~14,~~9 ~~2006~~– ~~Annual~~Financial ~~Meeting~~Statements ~~of Shareholders, re-elected John O. Goodwyne,~~ and ~~David C. Prosser as directors to serve until the 2009 Annual Meeting of Shareholders, and~~Exhibits ~~elected Lyron L. Bentovim as director to serve until the 2008 Annual Meeting of Shareholders.~~

~~The~~Item 9.01 ~~Board~~– ofFinancial ~~Directors~~Statements ~~appointed~~and ~~directors to Board Committees as set forth below:~~ Exhibits

~~Governance/ Audit Compensation Nominating Committee Committee Committee John O. Goodwyne X X Gregory D. Koschinska Chair X X William J. Deters X X Chair Vina L. Marquart Chair X Lyron L. Bentovim X X~~ (d) Exhibits:

Ratification of Ernst & Young LLP as Independent Registered Public Accountants


Exhibit No.		Description

99.1		Presentation titled “2007 Annual Meeting of Shareholders”

The shareholders, at the June 14, 2006 Annual Meeting of Shareholders, ratified the appointment of Ernst & Young, LLP as the independent registered public accountants for the Company for the year ending December 31, 2006.

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.

	RTW, Inc.		~~RTW, Inc.~~
Dated: June 14, 2006		By	/s/ Jeffrey B. Murphy
Dated: June 13, 2007	By	/s/ Jeffrey B. Murphy
		Jeffrey B. Murphy	~~Jeffrey B. Murphy~~
			President and Chief Executive Officer
		President and Chief Executive Officer (Principal Executive Officer)
			(Principal Executive Officer)

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