<!doctype HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN">
<html>

<head>
<meta content="text/html; charset=windows-1252">
<meta content="en-us">
<meta name="GENERATOR" content="Microsoft FrontPage 6.0">
<meta name="ProgId" content="FrontPage.Editor.Document">
<title></title>
</head>

<body>

<p></p>
<center>
<p><b><font size="2">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
WASHINGTON, D.C. &nbsp;20549<br>
</font>
<br>
FORM 8-K</b></p>
<p align="center"><b>CURRENT REPORT<br>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934</b></p>
<p align="center"><br>
Date of Report (Date of earliest event reported) &nbsp;&nbsp;&nbsp;<u>October
18, 2005</u><br>
<br>
</p>
<table border="0" cellspacing="1" width="450">
  <tr>
    <td>
    <p align="center"><b><font size="5">KIMBALL INTERNATIONAL, INC.</font></b></td>
  </tr>
  <tr>
    <td><hr SIZE="1"></td>
  </tr>
  <tr>
    <td>
    <p align="center"><font size="2">(Exact name of registrant as specified in
    its charter)</font></td>
  </tr>
</table>
<p align="center"></p>
<center>
<table cellSpacing="0" width="624" border="0">
  <tr>
    <td width="33%">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="33%">&nbsp;</td>
  </tr>
  <tr>
    <td>
    <p align="center">Indiana</td>
    <td>
    <p align="center">0-3279</td>
    <td>
    <p align="center">35-0514506</td>
  </tr>
  <tr>
    <td>
    <p align="center"></p>
    <hr width="90%" SIZE="1"></td>
    <td>
    <p align="center"></p>
    <hr width="48%" SIZE="1"></td>
    <td>
    <p align="center"></p>
    <hr width="90%" SIZE="1"></td>
  </tr>
  <tr>
    <td align="center"><font size="2">(State or other jurisdiction of</font></td>
    <td align="center"><font size="2">(Commission File</font></td>
    <td align="center"><font size="2">(IRS Employer Identification No.)</font></td>
  </tr>
  <tr>
    <td align="center"><font size="2">incorporation)</font></td>
    <td align="center"><font size="2">Number)</font></td>
    <td>&nbsp;</td>
  </tr>
</table>
<table cellSpacing="0" width="624" border="0">
  <tr>
    <td width="55%">&nbsp;</td>
    <td width="4%">&nbsp;</td>
    <td width="41%">&nbsp;</td>
  </tr>
  <tr>
    <td>
    <p align="center">&nbsp;</td>
    <td>&nbsp;</td>
    <td>
    <p align="center">&nbsp;</td>
  </tr>
  <tr>
    <td>
    <p align="center">1600 Royal Street, Jasper, Indiana</td>
    <td>&nbsp;</td>
    <td>
    <p align="center">47549-1001</td>
  </tr>
  <tr>
    <td>
    <p align="center"></p>
    <hr width="64%" SIZE="1"></td>
    <td>&nbsp;</td>
    <td>
    <p align="center"></p>
    <hr width="48%" SIZE="1"></td>
  </tr>
  <tr>
    <td align="center"><font size="2">(Address of principal executive offices)</font></td>
    <td>&nbsp;</td>
    <td align="center"><font size="2">(Zip Code)</font></td>
  </tr>
</table>
</center>
<p align="center">Registrant's telephone number, including area code &nbsp;&nbsp;<u>(812)
482-1600</u></p>
<table border="0" cellspacing="1" width="350">
  <tr>
    <td>
    <p align="center">Not Applicable</td>
  </tr>
  <tr>
    <td><hr SIZE="1"></td>
  </tr>
  <tr>
    <td>
    <p align="center"><font size="2">(Former name or former address, if changed
    since last report)</font></td>
  </tr>
</table>
</center>
<p align="left"><font size="2">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):</font></p>
<p align="left"><font size="2">[&nbsp;&nbsp; ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)</font></p>
<p align="left"><font size="2">[&nbsp;&nbsp; ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></p>
<p align="left"><font size="2">[&nbsp;&nbsp; ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</font></p>
<p align="left"><font size="2">[&nbsp;&nbsp; ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></p>
<p align="center">&nbsp;</p>
<p align="center">1</p>
<hr SIZE="1">
<p align="left"><b>Item 1.01 Entry into a Material Definitive Agreement</b><br>
<br>
On October 18, 2005, the Share Owners of Kimball International, Inc. (the
&quot;Company&quot;) approved the Kimball International, Inc. 2005 Profit Sharing
Incentive Bonus Plan (the &quot;Plan&quot;). The framework for the Plan has been in
operation since prior to the Company becoming publicly traded in 1976, and the
Plan approved by Share Owners contains no material changes in the framework. The
following description is a brief summary of the Plan. This summary is not
intended to be complete and is qualified in its entirety by reference to the
Description of the Kimball International, Inc. 2005 Profit Sharing Incentive
Bonus Plan included as Exhibit 10.1 to this report and incorporated herein by
reference.<br>
<br>
Executive officers and full-time salaried employees, except those covered under
commission compensation programs, are eligible to participate in the Plan
(&quot;Participants&quot;). The Plan includes profit determinations at three levels within
the Company: (1) Worldwide for Company-wide performance (&quot;Worldwide&quot;); (2) at a
Group level for certain combinations of Business Units (&quot;Group&quot;); and (3) at a
Business Unit level for the performance of designated operations within the
Company (&quot;Business Unit&quot;). All executive officers participate at the Worldwide
or Group level, or a combination thereof. <br>
<br>
The Plan measures profitability in terms of &quot;economic profit&quot;, generally equal
to net income less the cost of capital. The Compensation Committee (the
&quot;Committee&quot;) must approve the profitability goals (&quot;Targets&quot;) within the first
25% of the period of service to which the Targets relate, but not later than 90
days after the commencement of that period (&quot;Relevant Time Period&quot;). The
Committee, within the Relevant Time Period, may make adjustments for
non-operating income and loss and other profit-computation elements as it deems
appropriate to provide optimal incentives for eligible employees. If other
adjustments are necessary beyond the Relevant Time Period, Named Executive
Officers will not be eligible to receive any bonus resulting from such
adjustments. <br>
<br>
The Plan establishes potential bonus amounts as a range of percentages of the
Participant's salary, with the bonus percentage increasing with higher levels of
profitability. The Plan also establishes different bonus percentage ranges
across several Participant categories, setting higher bonus-percentage ranges
for Participants who, by virtue of their responsibilities, are expected to have
a greater effect on the Company's profitability. Executive officers may earn
bonuses of up to 100 percent of base salary.<br>
<br>
At the end of the fiscal year, actual performance is compared to Target. After
the Committee certifies the Targets and other conditions have been satisfied, the
bonuses are generally paid in the following fiscal year in five cash installments with 50%
payable in August and 12.5% payable in each of the following September, January,
April and June.<br>
<br>
<br>
<br>
<b>Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year</b><br>
<br>
On October 18, 2005, the Board of Directors (the &quot;Board&quot;) of the Company
approved a resolution to amend Article V: Directors, Section 1, of the By-laws
of the Company. The amendment, which is effective October 18, 2005, changed the
number of members that the Board shall consist of to eleven (11) members, ten
(10) of whom shall be elected by holders of Class A Common Stock, voting as a
class, and one (1) of whom shall be elected by holders of Class B Common Stock,
voting as a class. The previous provision was that the Board of the Company shall
consist of thirteen (13) members, twelve (12) of whom shall be elected by
holders of Class A Common Stock, voting as a class, and one (1) of whom shall be
elected by holders of Class B Common Stock, voting as a class, and was amended
due to the fact that two directors departed from the Board effective October 18,
2005.&nbsp; A copy of the Restated By-laws of the Company, reflecting the
amendment approved on October 18, 2005, is attached hereto as Exhibit 3(ii). <br>
<br>
<br>
<b>Item 9.01 Financial Statements and Exhibits</b><br>
<br>
(d) Exhibits<br>
<br>
3 (ii) Restated By-laws of Kimball International, Inc. <br>
10.1&nbsp; Description of the Kimball International, Inc. 2005 Profit Sharing
Incentive Bonus Plan<br>
&nbsp;</p>
<p align="center">2</p>
<p align="center"></p>
<hr SIZE="1"><center>
<p><b>SIGNATURES</b></p>
</center>
<p>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 hereto duly authorized. </p>
<div align="right">
  <table cellSpacing="0" border="0" cellpadding="0">
    <tr>
      <td width="30">&nbsp;</td>
      <td width="300">&nbsp;</td>
    </tr>
    <tr>
      <td width="30">&nbsp;</td>
      <td width="300">KIMBALL INTERNATIONAL, INC.</td>
    </tr>
    <tr>
      <td width="30">&nbsp;</td>
      <td width="300">&nbsp;</td>
    </tr>
    <tr>
      <td width="30">&nbsp;</td>
      <td width="300">&nbsp;</td>
    </tr>
    <tr>
      <td width="30">
      <p align="center">By:</td>
      <td width="300">/s/ Robert F. Schneider</td>
    </tr>
    <tr>
      <td width="30">&nbsp;</td>
      <td width="300"><hr align="left" width="70%" SIZE="1"></td>
    </tr>
    <tr>
      <td width="30">&nbsp;</td>
      <td width="300">ROBERT F. SCHNEIDER<br>
      Executive Vice President, <br>
      Chief Financial Officer,<br>
      Treasurer</td>
    </tr>
  </table>
</div>
<p><br>
Date: October 18, 2005</p>
<p align="center">3</p>
<hr>
<p><b>Kimball International, Inc.<br>
Exhibit&nbsp;Index</b><br>
</p>
<table cellspacing="0" border="0" cellpadding="0" width="90%">
  <tr>
    <td>Exhibit No.</td>
    <td>Description</td>
  </tr>
  <tr>
    <td><hr width="70" align="left" size="1"></td>
    <td><hr width="220" align="left" size="1"></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td valign="top">3(ii)</td>
    <td valign="top">Restated By-laws of Kimball International, Inc.</td>
  </tr>
  <tr>
    <td valign="top">10.1</td>
    <td valign="top">Description of the Kimball International, Inc. 2005 Profit
    Sharing Incentive Bonus Plan</td>
  </tr>
</table>
<p align="center">4</p>
<hr>

</body>

</html>
[{"type": "8-K", "sequence": "1", "filename": "form8k101805.htm", "description": "KIMBALL INTERNATIONAL, INC. FORM 8-K", "secsgml_size_bytes": 10700}]
{"company-data": {"conformed-name": "KIMBALL INTERNATIONAL INC", "cik": "0000055772", "assigned-sic": "2520", "irs-number": "350514506", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-03279", "film-number": "051142459"}, "business-address": {"street1": "1600 ROYAL ST", "city": "JASPER", "state": "IN", "zip": "47549", "phone": "8124821600"}, "mail-address": {"street1": "1600 ROYAL STREET", "city": "JASPER", "state": "IN", "zip": "47549"}, "former-company": {"former-conformed-name": "JASPER CORP", "date-changed": "19740826"}}
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)
October
18, 2005
KIMBALL INTERNATIONAL, INC.
(Exact name of registrant as specified in
    its charter)
Indiana
0-3279
35-0514506
(State or other jurisdiction of
(Commission File
(IRS Employer Identification No.)
incorporation)
Number)
1600 Royal Street, Jasper, Indiana
47549-1001
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
(812)
482-1600
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 (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))
1
Item 1.01 Entry into a Material Definitive Agreement
On October 18, 2005, the Share Owners of Kimball International, Inc. (the
"Company") approved the Kimball International, Inc. 2005 Profit Sharing
Incentive Bonus Plan (the "Plan"). The framework for the Plan has been in
operation since prior to the Company becoming publicly traded in 1976, and the
Plan approved by Share Owners contains no material changes in the framework. The
following description is a brief summary of the Plan. This summary is not
intended to be complete and is qualified in its entirety by reference to the
Description of the Kimball International, Inc. 2005 Profit Sharing Incentive
Bonus Plan included as Exhibit 10.1 to this report and incorporated herein by
reference.
Executive officers and full-time salaried employees, except those covered under
commission compensation programs, are eligible to participate in the Plan
("Participants"). The Plan includes profit determinations at three levels within
the Company: (1) Worldwide for Company-wide performance ("Worldwide"); (2) at a
Group level for certain combinations of Business Units ("Group"); and (3) at a
Business Unit level for the performance of designated operations within the
Company ("Business Unit"). All executive officers participate at the Worldwide
or Group level, or a combination thereof.
The Plan measures profitability in terms of "economic profit", generally equal
to net income less the cost of capital. The Compensation Committee (the
"Committee") must approve the profitability goals ("Targets") within the first
25% of the period of service to which the Targets relate, but not later than 90
days after the commencement of that period ("Relevant Time Period"). The
Committee, within the Relevant Time Period, may make adjustments for
non-operating income and loss and other profit-computation elements as it deems
appropriate to provide optimal incentives for eligible employees. If other
adjustments are necessary beyond the Relevant Time Period, Named Executive
Officers will not be eligible to receive any bonus resulting from such
adjustments.
The Plan establishes potential bonus amounts as a range of percentages of the
Participant's salary, with the bonus percentage increasing with higher levels of
profitability. The Plan also establishes different bonus percentage ranges
across several Participant categories, setting higher bonus-percentage ranges
for Participants who, by virtue of their responsibilities, are expected to have
a greater effect on the Company's profitability. Executive officers may earn
bonuses of up to 100 percent of base salary.
At the end of the fiscal year, actual performance is compared to Target. After
the Committee certifies the Targets and other conditions have been satisfied, the
bonuses are generally paid in the following fiscal year in five cash installments with 50%
payable in August and 12.5% payable in each of the following September, January,
April and June.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On October 18, 2005, the Board of Directors (the "Board") of the Company
approved a resolution to amend Article V: Directors, Section 1, of the By-laws
of the Company. The amendment, which is effective October 18, 2005, changed the
number of members that the Board shall consist of to eleven (11) members, ten
(10) of whom shall be elected by holders of Class A Common Stock, voting as a
class, and one (1) of whom shall be elected by holders of Class B Common Stock,
voting as a class. The previous provision was that the Board of the Company shall
consist of thirteen (13) members, twelve (12) of whom shall be elected by
holders of Class A Common Stock, voting as a class, and one (1) of whom shall be
elected by holders of Class B Common Stock, voting as a class, and was amended
due to the fact that two directors departed from the Board effective October 18,
2005.  A copy of the Restated By-laws of the Company, reflecting the
amendment approved on October 18, 2005, is attached hereto as Exhibit 3(ii).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3 (ii) Restated By-laws of Kimball International, Inc.
10.1  Description of the Kimball International, Inc. 2005 Profit Sharing
Incentive Bonus Plan
2
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 hereto duly authorized.
KIMBALL INTERNATIONAL, INC.
By:
/s/ Robert F. Schneider
ROBERT F. SCHNEIDER
Executive Vice President,
Chief Financial Officer,
Treasurer
Date: October 18, 2005
3
Kimball International, Inc.
Exhibit Index
Exhibit No.
Description
3(ii)
Restated By-laws of Kimball International, Inc.
10.1
Description of the Kimball International, Inc. 2005 Profit
    Sharing Incentive Bonus Plan
4