SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

Report on Form 6-K dated May 13, 2005

DUCATI MOTOR HOLDING S.P.A.

(Translation of Registrant’s Name into English)

Via Cavalieri Ducati, 3 Bologna 40132 ITALY

(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F x Form 40-F o

(Indicate by check whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes o No x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b);82- )

Enclosure:

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.

	DUCATI MOTOR HOLDING SPA
Date: May 13, 2005	By:	/s/ FABRIZIO NARDI
Date: JULY 22, 2005	By:	/s/ FABRIZIO NARDI
	Name:	Fabrizio Nardi
	Name	Fabrizio Nardi
	Title:	Director, Investor Relations
	Title	Director, Investor Relations

Message

~~DUCATI~~ Exemption ~~MOTOR~~from ~~HOLDING~~the ~~ANNOUNCES~~issue ~~2005~~of ~~FIRST~~the ~~QUARTER~~second ~~RESULTS~~quarter report for 2005

	1Q05			1Q04			Var
Revenues		85.1			100.3			-15.1	%
EBITDA		8.5			12.3			-31.4	%
Profit/loss(pre-tax)		(1.0	)		0.8				na
Net Debt		(122.3	)		(121.2	)		-0.9	%
(Million euro)

Bologna, July 22, 2005 – Ducati Motor Holding S.p.A. (NYSE: DMH and Borsa Italiana S.p.A: DMH), Italian company listed on STAR segment of the Italian Stock Exchange (DHM.MI), in accordance with CONSOB resolution No. 14990 of April 14, 2005 intends to avail of the faculty of the second quarter report.

~~Bologna,~~ The ~~Italy,~~approval ~~May~~of ~~13,~~this ~~2005~~document –was ~~Ducati~~scheduled ~~Motor~~on ~~Holding~~August ~~S.p.A.~~4 ~~(NYSE:~~th ~~DMH~~2005, following ~~Borsa~~corporate ~~Italiana~~event’s ~~S.p.A: DMH)~~calendar, awhich ~~leading~~has ~~manufacturer~~been ~~of high performance motorcycles, today announced financial results for the first quarter ended March 31, 2005~~already spread.

~~For the first quarter of 2005, revenues were Euro 85.1 million, down 15.1% including forex effects (or down 12.4% excluding forex effects) over the same period in 2004.~~ The ~~fall~~Half ~~was~~– ~~mainly~~year ~~due~~report ~~to a 5.3% decrease~~ in ~~unit~~accordance ~~sales,~~with athe ~~negative~~international ~~bike~~financial reporting ~~mix,~~accounting astandard ~~decrease~~for ininterim ~~accessories~~financial ~~and apparel sales~~reporting, ~~and~~adopted ~~continuing~~under ~~adverse forex effects. Revenues from Ducati motorcycles for~~ the procedure ~~period~~referred ~~decreased 14.0%~~ to ~~Euro~~Article ~~68.8~~6 ~~million~~of ~~and~~Regulation ~~represented~~(EC) 80No.8% ~~of total revenues. Motorcycle-related products~~1606/2002, ~~including~~will ~~spare~~be approved ~~parts,~~on ~~accessories~~September ~~and~~29 ~~apparel,~~th ~~decreased 16~~2005.~~8% to Euro 15.7 million over the comparable period in the previous year.~~

~~Gross~~ Founded ~~margin~~in ~~was~~1926, ~~32.2%~~Ducati ofdevelops ~~revenues~~racing-inspired ~~including~~motorcycles ~~forex~~characterized ~~effects~~by unique ~~(or~~engine ~~34.2%~~features, ~~excluding~~innovative ~~forex~~design, ~~effects)~~advanced ~~versus~~engineering 35and overall technical excellence.9% ~~during~~The ~~the~~Company ~~same~~produces ~~period~~motorcycles ain ~~year~~six ~~ago.EBITDA~~market ~~was~~segments which ~~Euro~~vary ~~8.5~~in ~~million~~their technical and design features and intended customers: Superbike, ~~down~~Supersport; ~~31.4%~~Monster, ~~including~~Sport ~~forex~~Touring, ~~effects~~Multistrada ~~(or~~and 14Sport Classic.9% The ~~excluding~~Company’s ~~forex~~motorcycles ~~effects)~~are ~~and~~sold ~~accounted~~in ~~for~~more ~~10.0%~~than of60 ~~revenues~~countries worldwide, with ~~versus~~a ~~12.3%~~primary focus in the ~~same~~Western ~~period~~European and North American markets. Ducati has won thirteen of the last ~~year~~fifteen World Superbike Championship titles and more individual victories than the competition put together. For more information about the Company, please visit our web site at http://www.ducati.com

Pre-tax profit for the Ducati Group was€ a loss of Euro 1.0 million in the first quarter of 2005, compared with a€ profit of Euro 0.8 million in the first quarter of 2004.

Unofficial Ducati worldwide registrations, an indication of retail sales, were down 16% versus last year’s first quarter. Registrations were up 8% in the US and 1% in the non-subsidiary countries, while decreases were recorded in France down 5%, Italy down 23%, Germany down 23%, Japan down 31%, Benelux down 36% and the UK down 36%.

The Company’s net debt as of March 31, 2005 was€ Euro 122.3 million, in line with the Euro 121.2 €million on the same date a year earlier, and up versus Euro 116.2 million as of December 31, 2004. The company’s gearing ratio was 82% as of March 31, 2005, versus 76% on the same date a year earlier and 78% on December 31, 2004.

”Despite the weakness in the market the results of the first quarter of 2005 have been in line with our expectations. However, as expected, 2005 will be back-loaded in terms of sales and bike mix, due to the introduction of the Sport Classic,” announced Federico Minoli, Ducati Chairman and Chief Executive Officer. “While registrations were down in January and February, this trend reversed in March and April and shows encouraging signs of continuing.”

”The upturn we have seen in March and April as well as the 3,000 pre-sold Sport Classics, give us reason to maintain our objectives of a return to profit and a net debt reduction for 2005,” said Enrico D’Onofrio, Ducati Chief Financial Officer. “Based on results at the end of June, when the peak registration season will be just over, we will have better visibility of full-year results.”

On March 31, 2005, the Company had re-purchased 3,769,249 shares, equivalent to Euro 4,082,096.67 or 2.37% of its stock capital.

First quarter 2005 financial results were approved by the Board of Directors on May 12, 2005.

Founded in 1926, Ducati develops racing-inspired motorcycles characterized by unique engine features, innovative design, advanced engineering and overall technical excellence. The Company produces motorcycles in six market segments which vary in their technical and design features and intended customers: Superbike, Supersport; Monster, Sport Touring, Multistrada and Sport Classic. The Company’s motorcycles are sold in more than 60 countries worldwide, with a primary focus in the Western European, Japan and North American markets. Ducati has won thirteen of the last fifteen World Superbike Championship titles and more individual victories than the competition put together. For more information about the Company, please visit our web site at http://www.ducati.com

This press release contains statements that are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, as described in documents previously filed by the Company with CONSOB and with the U.S. Securities and Exchange Commission.

~~For~~These ~~further~~materials ~~information,~~are ~~please~~not ~~contact:Fabrizio~~an ~~Nardi~~offer ~~Investor~~of ~~RelationsDucati~~securities ~~Motor~~for ~~Holding~~sale Sin the United States.p The securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.AS.~~Via~~ ~~Cavalieri~~Securities ~~Ducati~~Act of 1933, 3as ~~Bologna~~amended. Any ~~40132~~public ~~Italy~~offering of the company’s securities to be made in the United States will be made by means of a prospectus that may be obtained from the company and that will contain detailed information about the company and its management, including financial statements.

~~Main~~ ~~Tel:~~ For +further 39information, ~~051~~please ~~6413 111 Direct tel~~contact:Fabrizio +Nardi 39Director, Investor ~~051~~Relations ~~6413~~Ducati ~~213Direct~~Motor ~~fax:~~Holding +S.p.A.Via 39Cavalieri ~~051~~Ducati, 3 ~~6413~~Bologna ~~223E-mail:~~40132 ~~fabrizio.nardi@ducati.com~~Italy

2Main Tel: + 39 051 6413 111 Direct tel: + 39 051 6413 213 E-mail: IR@ducati.com

Ducati Motor Holding S.p.A. and Subsidiaries Net Sales and Shipment Data

	Three Months Ended				Three Months Ended
Net Sales (Euro in thousands, US$ in thousands)	Mar, 31 2005		Mar, 31 2004		Mar, 31 2005		Mar, 31 2004
Motorcycles	€	68,780	€	80,014	$	89,166	$	103,730
Spare Parts, Accessories, Apparel		15,657		18,824		20,298		24,403
Miscellaneous Other		702		1,462		910		1,895
Total net sales	€	85,139	€	100,300	$	110,374	$	130,028

Ducati Units Motorcycle shipments:			% Change
North America	1,710	1,280		33.6	%
Main European market	4,997	5,721		(12.7	)%
Japan	513	533		(3.8	)%
Rest of World	1,745	1,936		(9.9	)%
Total	8,965	9,470		(5.3	)%

Motorcycle product mix:			% Change
Superbike	2,120	2,906		(27.0	)%
Supersport	259	425		(39.1	)%
Sport Naked	4,174	4,352		(4.1	)%
Sport Touring	389	856		(54.6	)%
Multistrada	2,023	931		117.3	%
Total	8,965	9,470		(5.3	)%

Unofficial Motorcycle Registrations:			% Change
North America	1,431	1,325		8.0	%
Main European market	4,717	6,164		(23.5	)%
Japan	494	720		(31.4	)%
Rest of World	1,238	1,225		1.1	%
Total	7,880	9,434		(16.5	)%

Ducati Motor Holding S.p.A. Consolidated Statements of Operations Data (Euro in thousands, US$ in thousands, except per share and share amounts)

	Three Months Ended						Three Months Ended
	Mar, 31 2005			Mar, 31 2004			Mar, 31 2005			Mar, 31 2004			Percent Change
Net Sales	€	85,139		€	100,300		$	110,374		$	130,029			(15.1	)%
Cost of goods sold		(57,743	)		(64,269	)		(74,858	)		(83,318	)
Gross Profit		27,396			36,031			35,516			46,711			(24.0	)%
Other operating revenues		5,911			5,835			7,663			7,564
SG&A expenses		(24,511	)		(29,291	)		(31,776	)		(37,973	)
Other operating income		(324	)		(234	)		(420	)		(303	)
Depreciation & amortization		(7,743	)		(9,659	)		(10,039	)		(12,522	)
Operating income/(loss)		729			2,682			944			3,477			(72.8	)%
Financing expense, net		(1,642	)		(1,916	)		(2,129	)		(2,484	)
Other non-operating income/(expense), net		(40	)		(10	)		(52	)		(13	)
Profit/(loss)before income taxes and min.interest		(953	)		756			(1,237	)		980			(226.1	)%
Shares outstanding		158,826,407			158,500,963			158,826,407			158,500,963
Other Financial Data
Motorcycles Produced (Units)		9,616			11,238									(14.4	)%
Motorcycles Sold (Units)		8,965			9,470									(5.3	)%
Unofficial Registrations (Units)		7,880			9,434									(16.5	)%
EBITDA		8,472			12,341			10,983			15,998			(31.4	)%
EBITDA Margin		10.0	%		12.3	%

Note : On March 31, 200 US$1= 0,7713 Euros

Ducati Motor Holding S.p.A. Consolidated Statements of Operations Data (Euro in thousands, except per share and share amounts)

	Three Months ended March 31, 2005					Three Months ended March 31, 2004
	€		%			€		%
Current assets
Cash and cash equivalents		28,712					26,168
Trade receivables, net		103,854					106,347
Inventories		98,400					119,129
Other current assets		16,149					24,908
Current assets - Credit Link		15,000					—
Total current assets		262,115		55.9	%		276,552		55.1	%
Non current assets
Property, plant and equipment-net		60,729					65,089
Intangible fixed assets, net		119,322					122,671
Equity investments		20					12
Non current assets - Credit Link / ABS		10,000					25,000
Other long-term assets		17,045					12,160
Total non current assets		207,116		44.1	%		224,932		44.9	%
Total assets		469,231		100.0	%		501,484		100.0	%
Current liabilities
Short-term bank borrowings		95,124					70,884
Current portion of long-term debt		62,742					5,532
Accounts payable - trade		92,237					112,726
Deferred income taxes		3,438					2,105
Income and other taxes payables		8,687					10,393
Other current liabilities		18,858					20,980
Provisions for risks and charges - current portion		4,726					4,824
Total current liabilities		285,812		60.9	%		227,444		45.4	%
Long-term liabilities
Long-term debt, net of current portion		7,134					81,890
Employees’ leaving entitlement		9,530					8,648
Deferred income taxes		3,173					4,871
Income an other taxes payables - long term portion		1,292					2,583
Other long-term liabilities		11,054					14,075
Provision for risks and charges - long term portion		1,663					2,518
Total long-term liabilities		33,846		7.2	%		114,585		22.8	%
Total liabilities		319,658					342,029
Total Group shareholders’ equity		149,553		31.9	%		159,455		31.8	%
Minority interests		20					—
Total shareholders’ equity		149,573		31.9	%		159,455		31.8	%
Total liabilities and shareholders’ equity		469,231		100	%		501,484		100	%

Ducati Motor Holding S.p.A. Consolidated Statements of Operations Data (US$ in thousands, except per share and share amounts)

	Three Months ended March 31, 2005					Three Months ended March 31, 2004
	US$		%			US$		%
Current assets
Cash and cash equivalents		37,222					33,924
Trade receivables, net		134,636					137,868
Inventories		127,566					154,439
Other current assets		20,936					32,291
Current assets - Credit Link		19,446					—
Total current assets		339,806		55.9	%		358,522		55.1	%
Non current assets
Property, plant and equipment-net		78,729					84,381
Intangible fixed assets, net		154,689					159,030
Equity investments		26					16
Non current assets - Credit Link / ABS		12,964					32,410
Other long-term assets		22,097					15,764
Total non current assets		268,505		44.1	%		291,601		44.9	%
Total assets		608,311		100.0	%		650,123		100.0	%
Current liabilities
Short-term bank borrowings		123,319					91,894
Current portion of long-term debt		81,339					7,172
Accounts payable - trade		119,576					146,138
Deferred income taxes		4,457					2,729
Income and other taxes payables		11,262					13,473
Other current liabilities		24,447					27,198
Provisions for risks and charges - current portion		6,127					6,254
Total current liabilities		370,527		60.9	%		294,858		45.4	%
Long-term liabilities
Long-term debt, net of current portion		9,248					106,162
Employees’ leaving entitlement		12,355					11,211
Deferred income taxes		4,113					6,315
Income an other taxes payables - long term portion		1,675					3,349
Other long-term liabilities		14,330					18,247
Provision for risks and charges - long term portion		2,156					3,264
Total long-term liabilities		43,877		7.2	%		148,548		22.8	%
Total liabilities		414,404					443,406
Total Group shareholders’ equity		193,881		31.9	%		206,717		31.8	%
Minority interests		26
Total shareholders’ equity		193,907		31.9	%		206,717		31.8	%
Total liabilities and shareholders’ equity		608,311		100	%		650,123		100	%

Ducati Motor Holding S.p.A. Consolidated Statements of Cash Flow (Euro in thousands)

	Period ended 31/03/05 € 000			Period ended 31/03/04 € 000
Cash flow generated by operating activities
Net profit (loss) for the period		(957	)		756
Change in cumulative translation adjustment		672			300
Change in minority interests		4			—
Adjustments to reconcile net profit (loss) with the movements of funds generated by (used in) operating activities:
- Amortisation, depreciation and writedowns		7,743			9,659
- Net change in employees’ leaving entitlements		277			371
Change in operating assets and liabilities
- Trade receivables		(19,522	)		(25,926	)
- Inventories		(6,107	)		(14,355	)
- Other current assets		(1,344	)		906
- Trade payables		15,125			23,223
- Other current liabilities		2,922			5,863
- Due to tax authorities		432			764
- Deferred tax liabilities		6			(4	)
- Other long-term assets and liabilities		—			—
Net cash generated by operating activities		(749	)		1,557
Cash flow (used in) generated by investing activities		(1,294	)		(2,064	)
Net change in property, plant and equipment		(4,007	)		(3,467	)
Net change in intangible fixed assets		—			—
Decrease (increase) in equity investments		(47	)		(64	)
Other non-current assets
		(5,348	)		(5,595	)
Net cash used in investing activities
Net cash generated by operating activities
less cash flow used in investing activities		(6,097	)		(4,038	)
Cash flow (used in) generated by financing activities
Change in short- and long-term debt		1,482			22,041
Subscription to (buy back of) bonds		—			(15,000	)
Increase in share capital and reserves		—			—
Other non-current financial assets		—			(808	)
Net cash (used in) generated by financing activities		1,482			6,233
Increase (decrease) in cash on hand, bank deposits and securities		(4,615	)		2,195
Cash and cash equivalents, beginning of the period		33,327			23,973
Cash and cash equivalents, end of the period		28,712			26,168

Ducati Motor Holding S.p.A. Consolidated Statements of Cash Flow (US$ in thousands)

	Period ended 31/03/05 $/000			Period ended 31/03/04 $/000
Cash flow generated by operating activities
Net profit (loss) for the period		(1,241	)		980
Change in cumulative translation adjustment		871			389
Change in minority interests		5			—
Adjustments to reconcile net profit (loss) with the movements of funds generated by (used in) operating activities:
- Amortisation, depreciation and writedowns		10,038			12,522
- Net change in employees’ leaving entitlements		359			481
Change in operating assets and liabilities
- Trade receivables		(25,308	)		(33,610	)
- Inventories		(7,917	)		(18,610	)
- Other current assets		(1,742	)		1,174
- Trade payables		19,608			30,106
- Other current liabilities		3,788			7,601
- Due to tax authorities		560			990
- Deferred tax liabilities		8			(5	)
- Other long-term assets and liabilities		—			—
Net cash generated by operating activities		(971	)		2,018
Cash flow (used in) generated by investing activities		(1,677	)		(2,676	)
Net change in property, plant and equipment		(5,195	)		(4,495	)
Net change in intangible fixed assets		—			—
Decrease (increase) in equity investments		(61	)		(82	)
Other non-current assets
		(6,933	)		(7,253	)
Net cash used in investing activities
Net cash generated by operating activities
less cash flow used in investing activities		(7,904	)		(5,235	)
Cash flow (used in) generated by financing activities
Change in short- and long-term debt		1,921			28,574
Subscription to (buy back of) bonds		—			(19,446	)
Increase in share capital and reserves		—			—
Other non-current financial assets		—			(1,047	)
Net cash (used in) generated by financing activities		1,921			8,081
Increase (decrease) in cash on hand, bank deposits and securities		(5,983	)		2,846
Cash and cash equivalents, beginning of the period		43,205			31,078
Cash and cash equivalents, end of the period		37,222			33,924

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