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 February 14, 2006

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

Form 40-F

(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

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

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: February 15, 2006	By:	/s/ Fabrizio Nardi

	Name	Fabrizio Nardi
	Title	Director, Investor Relations

Ducati Motor Holding Announces 2005 Full Year Results

	01/01/05- 31/12/05			01/01/04- 31/12/04			Var %

Revenues		320.8			363.4			-11.7%
EBIT		(33.6	)		9.2			n.a.
Net result		(41.5	)		(3.5	)		n.a.
Net Debt		(137.0	)		(154.0	)		n.a.
(Million Euro)

Bologna, February 14^th, 2006 – The Board of Directors of Ducati Motor Holding S.p.A. (Borsa Italiana: DMH; NYSE: DMH) approved today the 2005 full year group financial results, which reflect the new strategic direction following recent market developments and unsatisfactory company results.

The key elements in the new strategy are a concentration in the high end of the market, with particular emphasis on improving margins, generating cash flow and reducing the company’s structural costs.

To support the strategic restructuring process, the following have been made available:

	-	a Euro 13.0 million restructuring reserve accrual and extraordinary devaluations for a total of Euro 17.0 million

	-	a capital increase to be offered to shareholders by way of subscription rights, of up to a total of Euro 80.0 million, for which the Board of Directors intend to exercise the power granted in the Extraordinary Shareholders Meeting on January 26, 2006.

Moreover, agreement was reached between the participating banks, who gave their consensus to the changes to the existing syndicated financing contract as requested by the company and in order to carry out the capital increase and the transfer of the relative majority stake. This consensus is subject to the acquisition by InvestIndustrial Holdings S.A. of 30% less one share of capital stock, and the latter’s commitment to subscribe to said increase in proportion to its own share and the subscription by Unicredit Banca Mobiliare by May 31, 2006 to form a syndicate of stand-by underwriters who will subscribe to any shares that may remain unsubscribed. With reference to the transfer of the above stake, Texas Pacific Group communicated on December 2, 2005 that a preliminary non-binding agreement with InvestIndustrial Holdings S.A. had been signed, and which, to date, has not yet been finalised.

The Group’s financial results are detailed below.

Revenues for 2005 were Euro 320.8 million, down 11.7% compared to 2004. This was due to the reduction in motorcycle volumes, combined with an unfavourable mix. Revenues from motorcycles for the period decreased 13.1% to Euro 247.2 million and accounted for 77.1% of total revenues. Motorcycle-related products, including spare parts, accessories and apparel, were Euro 70.4 million, down by 3.8% over previous year.

Gross margin for 2005 amounted to Euro 58.5 million or 18.2% of revenues versus Euro 86.7 million or 23.8% last year, caused by a reduction in motorcycle volumes, a negative product mix and as well as extraordinary devaluation of approximately Euro 15.0 million.

Operating result (EBIT) amounted to a loss of Euro 33.6 million versus Euro 9.2 million profit in 2004, due to the above-mentioned factors.

At EBT level, the result was a loss of Euro 41.0 million versus a profit of Euro 5.4 million due to lower EBIT and the above-mentioned factors.

Net result for the period was a loss of Euro 41.5 million compared to a loss of Euro 3.5 million in 2004.

Company net debt at December 31, 2005 was Euro 137.0 million versus Euro 154.0 million at December 31, 2004.

For 2005, unofficial Ducati registrations were down by 3.5% on last year. Registrations in the US were up by 25.7%, in the non-subsidiary countries by 4.5%, and in France by 1.5% Registrations were down in Benelux (-17.2%), the U.K. (-16.2%), Germany (-15.2%), Italy (-14.7%) and in Japan (-5.5%).

As of December 31, 2005, the Company owned 1,844,669 shares, equivalent to Euro 1,708,163 or 1.15% of its stock capital.

The Board of Directors also approved the project of the financial statements of Ducati Motor Holding S.p.A., a stand-alone company, which registered a net loss on December 31, 2005 of Euro 46.7 million and a net equity of Euro 134.6 million.

Lastly, the Board of Directors of Ducati Motor Holding S.p.A. has convened an Ordinary Shareholders Meeting for March 20, 2006 in first call and on March 22, 2006 in second call to approve the financial statements as of December 31, 2005 and present the Group’s consolidated financial statements as of December 31, 2005. Given that from this Ordinary Meeting, the Company’s adoption of the one-tier corporate governance system, as resolved by the previous Shareholders Meeting on May 5, 2005, will come into effect, shareholders are also called to appoint the new Board of Directors through a cumulative voting system.

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 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.

These materials are not an offer of securities for sale in the United States. 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.S. Securities Act of 1933, as amended. Any public 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.

For further information, please contact:

Fabrizio Nardi

Director, Investor Relations

Ducati Motor Holding S.p.A.

Via Cavalieri Ducati, 3

Bologna 40132

Italy

Main Tel: + 39 051 6413 111

Direct Tel: + 39 051 6413 213

Ducati Motor Holding Group
Net Sales and Shipment Data

	Twelve Months Ended				Twelve Months Ended

	December, 31 2005		December, 31 2004		December, 31 2005		December, 31 2004

Net Revenues (Euro in thousands, US$in thousands)
Motorcycles	€	247,236	€	284,566	$	291,664	$	335,703
Spare Parts, Accessories, Apparel		70,397		73,191		83,047		86,343
Other		3,215		5,602		3,793		6,609

Total Net Revenues	€	320,848	€	363,359	$	378,504	$	428,655

Ducati Units Motorcycle shipments:			% Change

North America	7,070	5,298		33.4	%
Main European market	18,158	21,862		(16.9	)%
Japan	2,575	2,351		9.5	%
Rest of World	6,733	7,049		(4.5	)%

Total	34,536	36,560		(5.5	)%

Motorcycle product mix:			% Change

Superbike	6,094	10,213		(40.3	)%
Supersport	1,030	1,426		(27.8	)%
Sport Naked	16,585	18,026		(8.0	)%
Sport Touring	1,397	2,997		(53.4	)%
Multistrada	6,156	3,898		57.9	%
Sport Classic	3,274	0		n.a.

Total	34,536	36,560		(5.5	)%

Unofficial Motorcycle Registrations:			% Change

North America	7,040	5,600		25.7	%
Main European market	18,961	21,752		(12.8	)%
Japan	2,754	2,914		(5.5	)%
Rest of World	5,876	5,621		4.5	%

Total	34,631	35,887		(3.5	)%

Ducati Motor Holding Group
Profit & Loss
(Euro in thousands, US$in thousands, except for shares)

	Twelve Months Ended						Twelve Months Ended

	December, 31 2005			December, 31 2004			December, 31 2005			December, 31 2004			Percent Change

Revenues (net)	€	320,848		€	363,359		$	378,504		$	428,655			(11.7	)%
Cost of goods sold		(262,392	)		(276,708	)		(309,544	)		(326,432	)

Gross Margin		58,456			86,651			68,960			102,223			(32.5	)%
Other operating revenues		34,184			30,810			40,327			36,347
SG&A expenses		(111,298	)		(107,054	)		(131,298	)		(126,292	)
Other operating income and expenses		(1,978	)		(1,226	)		(2,333	)		(1,446	)
Restructuring Reserve		(13,000	)		0			(15,336	)		0

Operating result		(33,636	)		9,181			(39,680	)		10,832
Financing expense, net		(7,315	)		(3,826	)		(8,630	)		(4,514	)

Profit/(loss)before income taxes and min.interest		(40,951	)		5,355			(48,310	)		6,318
Income Tax		(511	)		(8,824	)		(603	)		(10,410	)

Net Result including minority interests		(41,462	)		(3,469	)		(48,913	)		(4,092	)
Minority Interests		(1	)		(11	)		(1	)		(13	)

Net Result for the Group		(41,463	)		(3,480	)		(48,914	)		(4,105	)
Shares outstanding		159,360,037			158,826,407			159,360,037			158,826,407

Note: On December 31, 2005 US$1 = 0,8477 Euros

Ducati Motor Holding Group
Consolidated Balance Sheet
(Euro in thousands)

	Period ended 31/12/2005 € 000			%			Period ended 31/12/2004 € 000			%

Current assets
Cash and cash equivalents		53,017						49,327
Trade receivables		102,232						118,622
Inventories		81,380						92,293
Other current assets		9,217						25,787

Total current assets		245,846			53.1	%		286,029		56.9	%

Non-current assets
Property, plant and equipment		66,556						70,288
Goodwill and intangible assets with an indefinite life		86,050						86,050
Other intangible assets		39,665						38,268
Equity investments		20						20
Prepaid taxes		24,662						21,665
Other non-current assets		386						403

Total non-current assets		217,339			46.9	%		216,694		43.1	%

Total assets		463,185			100	%		502,723		100	%

Current liabilities
Due to banks		64,148						151,080
Trade payables		85,203						77,463
Due to tax authorities		5,537						8,298
Other current liabilities		20,202						15,936
Provisions for charges - current portion		18,621						4,726

Total current liabilities		193,711			41.8	%		257,503		51.2	%

Long-term liabilities
Long-term debt		125,824						63,782
Provisions relating to employees		9,669						8,482
Deferred taxation		13,697						12,207
Due to tax authorities		—						1,292
Provisions for charges - long-term portion		1,525						1,663

Total long-term liabilities		150,715			32.5	%		87,426		17.4	%

Total liabilities		344,426			74.4	%		344,929		68.6	%

Shareholders’ equity
Share capital		82,867						82,590
Reserve		69,998						69,085
Gain / Loss		7,341						9,572
Net results for the period		(41,464	)					(3,469	)

Total Group shareholders’ equity		118,742			25.6	%		157,778		31.4	%

Minority interest		17						16

Total Shareholders equity		118,759						157,794

Total liabilities and shareholders’ equity		463,185			100	%		502,723		100	%

Ducati Motor Holding Group
Consolidated Balance Sheet
(US$in thousands)

	Period ended 31/12/2005 $ 000			%			Period ended 31/12/04 $ 000			%

Current assets
Cash and cash equivalents		62,544						58,191
Trade receivables		120,603						139,938
Inventories		96,004						108,878
Other current assets		10,873						30,421

Total current assets		290,025			53.1	%		337,428			56.9	%

Non-current assets
Property, plant and equipment		78,516						82,919
Goodwill and intangible assets with an indefinite life		101,513						101,513
Other intangible assets		46,793						45,145
Equity investments		24						24
Prepaid taxes		29,094						25,558
Other non-current assets		455						475

Total non-current assets		256,395			46.9	%		255,634			43.1	%

Total assets		546,419			100	%		593,062			100	%

Current liabilities
Due to banks		75,675						178,229
Trade payables		100,514						91,383
Due to tax authorities		6,532						9,789
Other current liabilities		23,832						18,800
Provisions for charges - current portion		21,967						5,575
Total current liabilities		228,521			41.8	%		303,776			51.2	%
Long-term liabilities
Long-term debt		148,435						75,244
Provisions relating to employees		11,407						10,006
Deferred taxation		16,158						14,401
Due to tax authorities		—						1,524
Provisions for charges - long-term portion		1,799						1,962

Total long-term liabilities		177,798			32.5	%		103,136			17.4	%

Total liabilities		406,319			74.4	%		406,913			68.6	%

Shareholders’ equity
Share capital		97,758						97,431
Reserve		82,577						81,500
Gain / Loss		8,660						11,292
Net results for the period		(48,915	)					(4,092	)

Total Group shareholders’ equity		140,080			25.6	%		186,131			31.4	%

Minority interest		20						19

Total Shareholders equity		140,100						186,150

Total liabilities and shareholders’ equity		546,419			100	%		593,062			100	%

Ducati Motor Holding Group
Consolidated Statements of Cash Flow
(Euro in thousands)

	Period ended 31/12/05 € 000			Period ended 31/12/04 € 000

Cash flow generated by operating activities
Net profit (loss) for the year		(41,464	)		(3,469	)
Conversion reserve		1,799			(987	)
Adjustments to reconcile net profit (loss) with the movements of funds generated by (used in) operating activities
- Non cash items for stock options		1,238			557
- Amortisation		24,094			27,330
- Devaluation		9,270			—
- Taxes paid		4,230			5,268
Change in operating assets and liabilities
- Working capital		35,043			(6,293	)
- Effects of IAS 39 and 32 adoption from 1 January 2005		(994	)		—
- Other current assets		1,570			2,517
- Other current liabilities		4,266			6
- Due to tax authorities		(8,283	)		(7,890	)
- Deferred tax liabilities (net)		1,490			—
- Deferred tax assets (net)		(2,997	)		5,833
- Employee benefits		1,187			711
- Provisions for charges		757
- Restructuring Reserve		13,000			(140	)

Net cash generated by operating activities (A)		44,206			23,443

Cash flow (used in) generated by investing activities
Net change in property, plant and equipment		(10,928	)		(10,613	)
Net change in intangible fixed assets		(20,455	)		(15,099	)
Disposal from property, plant and equipment		354			219
Other fixed assets		17			139

Net cash used in investing activities (B)		(31,012	)		(25,354	)

Cash flow generated from operating activities, net of cash used in investing activities (A-B)		13,194			(1,911	)

Cash flow (used in) generated by financing activities
Change in short-term and long-term debt		(13,248	)		9,724
Interest		3,358			7,290
Change in minority interests		1			16
Increase in share capital and reserves		385			235
Change in cash generated by financing activities		(9,504	)		17,265

Increase (decrease) in cash on hand, bank deposits and securities		3,690			15,354

Cash and cash equivalents, beginning of year		49,327			33,973

Cash and cash equivalents, end of period/ year		53,017			49,327

Ducati Motor Holding Group
Consolidated Statements of Cash Flow
(Dollar in thousands)

	Period ended 31/12/05 $ 000			Period ended 31/12/04 $ 000

Cash flow generated by operating activities
Net profit (loss) for the year		(48,915	)		(4,092	)
Conversion reserve		2,122			(1,164	)
Adjustments to reconcile net profit (loss) with the movements of funds generated by (used in) operating activities
- Non cash items for stock options		1,460			657
- Amortisation		28,424			32,241
- Devaluation		10,936			—
- Taxes paid		4,990			6,215
Change in operating assets and liabilities
- Working capital		41,340			(7,424	)
- Effects of IAS 39 and 32 adoption from 1 January 2005		(1,173	)		—
- Other current assets		1,852			2,969
- Other current liabilities		5,033			7
- Due to tax authorities		(9,771	)		(9,308	)
- Deferred tax liabilities (net)		1,758			—
- Deferred tax assets (net)		(3,536	)		6,881
- Employee benefits		1,400			839
- Provisions for charges		893			—
- Restructuring Reserve		15,336			(165	)

Net cash generated by operating activities (A)		52,150			27,656

Cash flow (used in) generated by investing activities
Net change in property, plant and equipment		(12,892	)		(12,520	)
Net change in intangible fixed assets		(24,131	)		(17,812	)
Disposal from property, plant and equipment		418			258
Other fixed assets		20			164

Net cash used in investing activities (B)		(36,585	)		(29,910	)

Cash flow generated from operating activities, net of cash used in investing activities (A-B)		15,565			(2,254	)

Cash flow (used in) generated by financing activities
Change in short-term and long-term debt		(15,629	)		11,471
Interest		3,961			8,600
Change in minority interests		1			19
Increase in share capital and reserves		454			277

Change in cash generated by financing activities		(11,212	)		20,368

Increase (decrease) in cash on hand, bank deposits and securities		4,353			18,113

Cash and cash equivalents, beginning of year		58,191			40,078

Cash and cash equivalents, end of period/ year		62,544			58,191

Ducati Motor Holding S.p.A.
Profit & Loss
(Euro in thousands)

	Period ended 31.12.2005					Period ended 31.12.2004

Revenues (net)		285,958					319,671
Cost of goods sold		(254,072	)				(260,938	)

Gross Margin		31,886		11.2	%		58,733		18.4	%
Other operating revenues		10,042					13,247
Sales expenses		(38,091	)				(47,309	)
G&A expenses		(33,805	)				(19,138	)
Other operating income and expenses		(1,261	)				(237	)
Gain on brand disposal		—					23,000
Restructuring Reserve		(13,000	)				—

Operating Result		(44,229	)	(15.5	)%		28,297		8.9	%
Financial revenues		1,644					1,337
Financing expenses		(8,281	)				(10,656	)
Exchange rate difference		851					3,833

Profit/(loss)before income taxes and min.interest		(50,016	)	(17.5	)%		22,811		7.1	%
Income Tax		3,246					(11,251	)

Net Result including minority interests		(46,770	)	(16.4	)%		11,560		3.6	%
Minority Interests		—					—

Net Result for the Group		(46,770	)	(16.4	)%		11,560		3.6	%

Ducati Motor Holding Group
Balance Sheet
(Euro in thousands)

	Period ended 31.12.2005			%			Period ended 31.12.2004		%

Current assets
Cash and cash equivalents		21,693						17,559
Trade receivables		47,275						56,721
Intercompany receivables		75,853						101,893
Inventories		53,287						61,653
Other current assets		6,998						22,517

Total current assets		205,106			47.0	%		260,343		52.7	%

Non-current assets
Property, plant and equipment		65,429						68,126
Goodwill and intangible assets with an indefinite life		80,976						80,976
Other intangible assets		39,961						38,257
Equity investments		26,530						34,009
Prepaid taxes		18,472						12,262
Other non-current assets		148						147

Total non-current assets		231,517			53.0	%		233,778		47.3	%

Total assets		436,623			100	%		494,121		100	%

Current liabilities
Due to banks		80,677						177,181
Trade payables		73,224						64,978
Intercompany payables		15,024						11,782
Due to tax authorities		2,681						5,570
Other current liabilities		11,533						8,659
Provisions for charges - current portion		24,418						4,692

Total current liabilities		207,558			47.5	%		272,863		55.2	%

Long-term liabilities
Long-term debt		71,703						18,455
Provisions relating to employees		8,311						7,715
Deferred taxation		12,960						10,993
Due to tax authorities		—						1,292
Provisions for charges - long-term portion		1,525						1,663

Total long-term liabilities		94,498			21.6	%		40,119		8.1	%

Total liabilities		302,056			69.2	%		312,982		63.3	%

Shareholders’ equity
Share capital		82,867						82,590
Reserve		98,469						86,989
Net results for the period		(46,770	)					11,560

Total Group shareholders’ equity		134,567			30.8	%		181,139		36.7	%

Minority interest
Total Shareholders equity		436,623			100	%		494,121		100	%

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

	Period ended 31.12.2005 € 000			Period ended 31.12.2004 € 000

Cash flow generated by operating activities
Net profit (loss) for the year		(46,769	)		11,560
Conversion reserve		—			—
Adjustments to reconcile net profit (loss) with the movements of funds generated by (used in) operating activities
- Non cash items for stock options		1,029			558
- Amortisation		22,655			24,515
- Devaluation		9,271			—
- Taxes paid		3,879			3,656
Change in operating assets and liabilities
- Working capital		55,340			(23,117	)
- Effects of IAS 39 and 32 adoption from 1 January 2005		(1,216	)		4,466
- Other current assets		519			(10,314	)
- Other current liabilities		2,874			(20,483	)
- Due to tax authorities		(8,086	)		(3,915	)
- Deferred tax liabilities (net)		(6,210	)		769
- Deferred tax assets (net)		1,967			6,129
- Employee benefits		595			643
- Provisions for charges		6,614			(38	)
- Restructuring Reserve		13,000			—

Net cash generated by operating activities (A)		55,461			(5,571	)

Cash flow (used in) generated by investing activities
Net change in property, plant and equipment		(10,370	)		(11,312	)
Net change in intangible fixed assets		(20,688	)		(13,017	)
Disposal from property, plant and equipment		124			—
Decrease/Increase in equity investments		7,479			(341	)
Other fixed assets		—			133

Net cash used in investing activities (B)		(23,455	)		(24,537	)

Cash flow generated from operating activities, net of cash used in investing activities (A-B)		32,006			(30,108	)

Cash flow (used in) generated by financing activities
Change in short-term and long-term debt		(31,327	)		20,675
Financial activities - Credit Link		—			15,000
Interest		3,070			7,280
Change in minority interests		—			—
Increase in share capital and reserves		385			236
Other fixed financial assets		—			—

Change in cash generated by financing activities		(27,872	)		43,191

Increase (decrease) in cash on hand, bank deposits and securities		4,134			13,083

Cash and cash equivalents, beginning of year		17,559			4,477

Cash and cash equivalents, end of period/ year		21,693			17,560

DUCATI MOTOR HOLDING SPA 6-K