UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 3012, ~~2006~~2007

Commission File Number	Exact name of registrant as ~~specified~~specifiedin in its charter, Principal ~~Office~~OfficeAddress ~~Address~~ and Telephone Number	State ~~ofIncorporation~~of Incorporation	I.R.S. Employer Identification No.
333-124154	Stanadyne Holdings, Inc. 92 Deerfield Road Windsor, CT 06095 (860) 525-0821	Delaware	20-1398860
333-45823	Stanadyne Corporation 92 Deerfield Road Windsor, CT 06095 (860) 525-0821	Delaware	22-2940378

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):

¨	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 June 3012, ~~2006~~2007, Stanadyne Corporation ~~issued~~(“Stanadyne”) aand ~~press~~Deere ~~release~~and ~~announcing~~Company ~~that it has~~ entered into a ~~definitive~~Second ~~agreement~~Amendment to ~~sell~~Deere & ~~its~~Company/Stanadyne ~~wholly-owned~~Corporation ~~subsidiary, Precision~~Long ~~Engine~~Term ~~Products~~Agreement ~~Corp.,~~which towas GTretroactive ~~Technologies,~~to ~~a part of GenTek Inc. (NASDAQ: GETI) of Parsippany~~November 1, ~~NJ.~~2006 ~~The~~and ~~agreement~~had ~~covers~~ the ~~acquisition~~effect of reinstating the ~~U.S.-based~~parties’ ~~assets~~long ofterm ~~Precision~~agreement ~~Engine~~which ~~Products~~had ~~Corp.~~expired ~~and~~December 1, ~~all~~2006. ofPursuant to the ~~stock of its wholly~~long-~~owned subsidiary~~term ~~in Brazil~~agreement, ~~Precision~~as ~~Engine Products~~amended, ~~Ltda.~~Stanadyne ~~The~~will ~~transaction~~continue isto ~~valued~~manufacture atand ~~$25~~supply ~~million~~diesel inengine ~~cash,~~fuel ~~with~~system ancomponents, ~~additional~~such ~~potential~~as ~~for~~fuel injectors, ~~$10~~fuel ~~million~~pumps, ~~based~~integrated onfuel ~~the~~systems ~~achievement~~and offuel ~~certain~~filtration ~~performance~~products, ~~levels~~for ~~during~~Deere ~~the~~and ~~twelve months following the sale~~Company. A ~~copy~~The term of the ~~press~~extended ~~release~~agreement isruns ~~furnished~~through ~~herewith~~October 31, ~~as Exhibit 99~~2011.1.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Press Release issued by Stanadyne Corporation dated as of June 30, 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 thereunto duly authorized.

	~~Stanadyne Holdings, Inc.~~	Stanadyne Holdings, Inc.
	~~(Registrant)~~	(Registrant)
Date: July 5, 2006	By:	/s/ STEPHEN S. LANGIN
Date: June 15, 2007		By:	/s/ STEPHEN S. LANGIN
		~~Stephen S. Langin~~	Stephen S. Langin
		~~Chief Financial Officer~~	Chief Financial Officer

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 thereunto duly authorized.

	~~Stanadyne Corporation~~	Stanadyne Corporation
	~~(Registrant)~~	(Registrant)
Date: July 5, 2006	By:	/s/ STEPHEN S. LANGIN
Date: June 15, 2007		By:	/s/ STEPHEN S. LANGIN
		~~Stephen S. Langin~~	Stephen S. Langin
		Vice President and
			Vice President and Chief Financial Officer
		Chief Financial Officer

Exhibit Index

Exhibit		Description
99.1		Press release issued by Stanadyne Corporation dated as of June 30, 2006.

Filing Compare · Stanadyne Holdings, Inc.