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<font size="2">UNITED
STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
</font>
</b><font size="2"><b>WASHINGTON, DC&nbsp; </b></font><b><font size="2">20549</font></b></p>

<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'><b>
<font size="2">FORM
8-K</font></b></p>

<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'><b>
<font size="2">CURRENT
REPORT</font></b></p>

<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'>
<font size="2">PURSUANT
TO SECTION 13 OR 15(d) OF THE<br>
&nbsp;SECURITIES EXCHANGE ACT OF 1934</font></p>

<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'><b>
<font size="2">Date
of Report:&nbsp; February 17, 2006</font></b></p>

<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'><b>
<font size="2">&nbsp;&nbsp;<u>CUMMINS
INC.<br>
</u></font></b><font size="2">(Exact name of registrant as specified in its charter)</font></p>

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  <p class=MsoNormal style='margin-right:-.5in;margin-left:.25in'><b>
  <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font> </b>
  <font size="2"><b>Indiana<br>
  </b>(State or other Jurisdiction&nbsp;of Incorporation)</font></p>
  </td>
  <td valign=top style='width:158;padding:0in'>
  <p class=MsoNormal style='margin-right:-.5in'><b><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1-4949<br>
  &nbsp;</font></b><font size="2">(Commission File Number)</font></p>
  </td>
  <td valign=top style='width:256;padding:0in; '>
  <p class=MsoNormal style='margin-right:-.5in;margin-left:20.25pt'><b>
  <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 35-0257090<br>
  &nbsp;</font></b><font size="2">(I.R.S. Employer&nbsp;Identification
  &nbsp;No.)</font></p>
  </td>
 </tr>
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<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'><b>
<font size="2">500
  Jackson Street<br>
  P. O. Box 3005</font></b><font size="2"><b><br>
 Columbus, IN&nbsp; 47202-3005</b></font><b><font size="2"><br>
(Principal Executive Office)&nbsp; (Zip Code)</font></b></p>

<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'>
<font size="2">Registrant's
telephone number, including area code:&nbsp; (</font><b><font size="2">812) 377-5000</font></b></p>

<p style='margin-right:-.5in'><font size="2">&nbsp;&nbsp;</font><hr color="#000080">
<font size="2"><br clear=all style='page-break-before:
always'>
</font>
<b><font size="2">Section 5 </font> </b></p>

<p style='margin-right:-.5in'><b><font size="2">&nbsp;&nbsp;&nbsp;&nbsp; Item 5.03. Amendments to Articles of
Incorporation or By-Laws </font> </b></p>

<p class=MsoNormal><font size="2">To provide registration and transfer of shares of its Common
Stock in book entry form and to make certain other conforming changes, on
February 14, 2006 the Board of Directors of the Company amended Article V of
the Company's By-Laws to read in its entirety as follows:</font></p>



<p class=MsoNormal align=center style='text-align:center'><b><font size="2">ARTICLE V</font></b></p>

<p class=MsoNormal align=center style='text-align:center'><b><u><font size="2">Shares</font></u><font size="2">
</font>

<p class=MsoNormal><u><font size="2">Section
5.1.&nbsp; Certificates for Shares</font></u><font size="2">. </font> </b>
<font size="2">&nbsp;Shares in the corporation may
be issued in book-entry form or evidenced by certificates. However, every
holder of shares in the Corporation shall be entitled upon request to have a
certificate evidencing the shares owned by the shareholder, signed in the name
of the Corporation by the Chairman of the Board, the President or a Vice
President and the Secretary, certifying the number of shares owned by the
shareholder in the Corporation. The signatures of the Chairman of the Board,
the President, Vice President, and the Secretary, the signature of the transfer
agent and registrar, and the Seal of the Corporation may be facsimiles. In case
any officer or employee who shall have signed, or whose facsimile signature or
signatures shall have been used on, any certificate shall cease to be an
officer or employee of the Corporation before the certificate shall have been
issued and delivered by the Corporation, the certificate may nevertheless be
adopted by the Corporation and be issued and delivered as though the person or
persons who signed the certificate or whose facsimile signature or signatures
shall have been used thereon had not ceased to be such officer or employee of
the Corporation; and the issuance and delivery by the Corporation of any such
certificate shall constitute an adoption thereof. Every certificate shall state
on its face (or in the case of book-entry shares, the statements evidencing
ownership of such shares shall state) the name of the Corporation and that it
is organized under the laws of the State of Indiana, the name of the person to
whom it is issued, and the number and class of shares and the designation of
the series, if any, the certificate represents, and shall state conspicuously
on its front or back that the Corporation will furnish the shareholder, upon
written request and without charge, a summary of the designations, relative
rights, preferences and limitations applicable to each class and the variations
in rights, preferences and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series).
Every certificate (or book-entry statement) shall state whether such shares
have been fully paid and are non-assessable. If any such shares are not fully
paid, the certificate (or book-entry statement) shall be legibly stamped to
indicate the percentum which has been paid up, and as further payments are made
thereon, the certificate shall be stamped (or book-entry statement updated)
accordingly. Subject to the foregoing provisions, certificates representing
shares in the Corporation shall be in such form as shall be approved by the
Board of Directors. There shall be entered upon the stock books of the
Corporation at the time of the issuance or transfer of each share the number of
the certificates representing such share (if any), the name of the person
owning the shares represented thereby, the class of such share and the date of
the issuance or transfer thereof. </font> <b> <p>

<u><font size="2">Section 5.2.&nbsp; Transfer
of Shares</font></u><font size="2">. </font> </b><font size="2">Transfer of shares of the Corporation shall be
made on the books of the Corporation by the holder of record thereof, or by the
shareholder's attorney thereunto duly authorized in writing and filed with the
Secretary of the Corporation or any of its transfer agents, and on surrender of
the certificate or certificates (if any) representing such shares. The
Corporation and its transfer agents and registrars, shall be entitled to treat
the holder of record of any share or shares the absolute owner thereof for all
purposes, and accordingly shall not be bound to recognize any legal, equitable
or other claim to or interest in such share or shares on the part of any other
person whether or not it or they shall have express or other notice thereof,
except as otherwise expressly provided by the statutes of the State of Indiana.
Shareholders shall notify the Corporation in writing of any changes in their
addresses from time to time. </font> <b> <p>

<u><font size="2">Section 5.3. &nbsp;Regulations</font></u><font size="2">.
</font>
</b><font size="2">Subject to the provisions of this Article V the Board of Directors may make
such rules and regulations as it may deem expedient concerning the issuance,
transfer and regulation of certificates for shares or book-entry shares of the
Corporation. </font> <b> <p>

<u><font size="2">Section 5.4.&nbsp; Transfer
Agents and Registrars</font></u><font size="2">. </font> </b><font size="2">The Board of Directors may appoint one
or more transfer agents, one or more registrars, and one or more agents to act
in the dual capacity of transfer agent and registrar with respect to the
certificates representing shares and the book-entry shares of the Corporation.</font><b><font size="2">
</font> <p>

<u><font size="2">Section 5.5.&nbsp; Lost
or Destroyed Certificates</font></u><font size="2">. </font> </b><font size="2">The holders of any shares of the
Corporation shall immediately notify the Corporation or one of its transfer
agents and registrars of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it alleged to have been lost or
destroyed upon such terms and under such regulations as may be adopted by the
Board of Directors or the Secretary, and the Board of Directors or Secretary
may require the owner of the lost or destroyed certificate or the owner's legal
representatives to give the Corporation a bond in such form and for such amount
as the Board of Directors or Secretary may direct, and with such surety or
sureties as may be satisfactory to the Board of Directors or the Secretary to
indemnify the Corporation and its transfer agents and registrars against any
claim that may be made against it or any such transfer agent or registrar on
account of the alleged loss or destruction of any such certificate or the
issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors or the
Secretary, it is proper so to do.</font></p>







<p class=MsoNormal align=center style='margin-right:-.5in;text-align:center'><b>
<font size="2">SIGNATURE</font></b></p>

<p class=MsoNormal style='margin-right:-.5in'><font size="2">Pursuant to the requirements of
the Securities Exchange act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.</font></p>

<b>

<p class=MsoNormal style='margin-right:-.5in'><font size="2">Date:&nbsp;February 17, 2006</font></p>

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  <td width=343 valign=top style='width:257.15pt;padding:0in 0in 0in 0in'>
  <p class=MsoNormal style='margin-right:-.5in'><font size="2">Cummins Inc.</font></p>
  </td>
  <td width=75 valign=top style='width:56.2pt;padding:0in 0in 0in 0in'>

  </td>
 </tr>
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  <td width=158 valign=top style='width:118.65pt;padding:0in 0in 0in 0in'>
  <p class=MsoNormal style='margin-right:-.5in'><b><font size="2">&nbsp;</font></b></p>
  </td>
  <td width=343 valign=top style='width:257.15pt;padding:0in 0in 0in 0in'>
  <p class=MsoNormal style='margin-right:-.5in'><b><font size="2">&nbsp;</font></b></p>
  <p class=MsoNormal style='margin-right:-.5in'><font size="2">By:&nbsp;/s/ Marsha L. Hunt<br>
  ______________________________</font></p>
  <p class=MsoNormal style='margin-right:-.5in'><font size="2">Marsha L. Hunt<br>
  Vice President - Corporate Controller<br>
  Principal Accounting Officer</font></p>
  </td>
  <td style='padding:0in 0in 0in 0in'>

  </td>
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<h1 style='margin-top:0in;margin-right:-.5in;margin-bottom:0in;margin-left:
4.5pt;margin-bottom:.0001pt'>&nbsp;</h1>



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{"company-data": {"conformed-name": "CUMMINS INC", "cik": "0000026172", "assigned-sic": "3510", "irs-number": "350257090", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04949", "film-number": "06629881"}, "business-address": {"street1": "500 JACKSON ST", "street2": "BOX 3005 MAIL CODE 60207", "city": "COLUMBUS", "state": "IN", "zip": "47202-3005", "phone": "8123773259"}, "mail-address": {"street1": "BOX 3005 MAIL CODE 60207", "street2": "500", "city": "COLUMBUS", "state": "IN", "zip": "47202-3005"}, "former-company": {"former-conformed-name": "CUMMINS ENGINE CO INC", "date-changed": "19920703"}}
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:  February 17, 2006
CUMMINS
INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or other Jurisdiction of Incorporation)
1-4949
(Commission File Number)
35-0257090
(I.R.S. Employer Identification
   No.)
500
  Jackson Street
P. O. Box 3005
Columbus, IN  47202-3005
(Principal Executive Office)  (Zip Code)
Registrant's
telephone number, including area code:  (
812) 377-5000
Section 5
Item 5.03. Amendments to Articles of
Incorporation or By-Laws
To provide registration and transfer of shares of its Common
Stock in book entry form and to make certain other conforming changes, on
February 14, 2006 the Board of Directors of the Company amended Article V of
the Company's By-Laws to read in its entirety as follows:
ARTICLE V
Shares
Section
5.1.  Certificates for Shares
.
Shares in the corporation may
be issued in book-entry form or evidenced by certificates. However, every
holder of shares in the Corporation shall be entitled upon request to have a
certificate evidencing the shares owned by the shareholder, signed in the name
of the Corporation by the Chairman of the Board, the President or a Vice
President and the Secretary, certifying the number of shares owned by the
shareholder in the Corporation. The signatures of the Chairman of the Board,
the President, Vice President, and the Secretary, the signature of the transfer
agent and registrar, and the Seal of the Corporation may be facsimiles. In case
any officer or employee who shall have signed, or whose facsimile signature or
signatures shall have been used on, any certificate shall cease to be an
officer or employee of the Corporation before the certificate shall have been
issued and delivered by the Corporation, the certificate may nevertheless be
adopted by the Corporation and be issued and delivered as though the person or
persons who signed the certificate or whose facsimile signature or signatures
shall have been used thereon had not ceased to be such officer or employee of
the Corporation; and the issuance and delivery by the Corporation of any such
certificate shall constitute an adoption thereof. Every certificate shall state
on its face (or in the case of book-entry shares, the statements evidencing
ownership of such shares shall state) the name of the Corporation and that it
is organized under the laws of the State of Indiana, the name of the person to
whom it is issued, and the number and class of shares and the designation of
the series, if any, the certificate represents, and shall state conspicuously
on its front or back that the Corporation will furnish the shareholder, upon
written request and without charge, a summary of the designations, relative
rights, preferences and limitations applicable to each class and the variations
in rights, preferences and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series).
Every certificate (or book-entry statement) shall state whether such shares
have been fully paid and are non-assessable. If any such shares are not fully
paid, the certificate (or book-entry statement) shall be legibly stamped to
indicate the percentum which has been paid up, and as further payments are made
thereon, the certificate shall be stamped (or book-entry statement updated)
accordingly. Subject to the foregoing provisions, certificates representing
shares in the Corporation shall be in such form as shall be approved by the
Board of Directors. There shall be entered upon the stock books of the
Corporation at the time of the issuance or transfer of each share the number of
the certificates representing such share (if any), the name of the person
owning the shares represented thereby, the class of such share and the date of
the issuance or transfer thereof.
Section 5.2.  Transfer
of Shares
.
Transfer of shares of the Corporation shall be
made on the books of the Corporation by the holder of record thereof, or by the
shareholder's attorney thereunto duly authorized in writing and filed with the
Secretary of the Corporation or any of its transfer agents, and on surrender of
the certificate or certificates (if any) representing such shares. The
Corporation and its transfer agents and registrars, shall be entitled to treat
the holder of record of any share or shares the absolute owner thereof for all
purposes, and accordingly shall not be bound to recognize any legal, equitable
or other claim to or interest in such share or shares on the part of any other
person whether or not it or they shall have express or other notice thereof,
except as otherwise expressly provided by the statutes of the State of Indiana.
Shareholders shall notify the Corporation in writing of any changes in their
addresses from time to time.
Section 5.3.  Regulations
.
Subject to the provisions of this Article V the Board of Directors may make
such rules and regulations as it may deem expedient concerning the issuance,
transfer and regulation of certificates for shares or book-entry shares of the
Corporation.
Section 5.4.  Transfer
Agents and Registrars
.
The Board of Directors may appoint one
or more transfer agents, one or more registrars, and one or more agents to act
in the dual capacity of transfer agent and registrar with respect to the
certificates representing shares and the book-entry shares of the Corporation.
Section 5.5.  Lost
or Destroyed Certificates
.
The holders of any shares of the
Corporation shall immediately notify the Corporation or one of its transfer
agents and registrars of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it alleged to have been lost or
destroyed upon such terms and under such regulations as may be adopted by the
Board of Directors or the Secretary, and the Board of Directors or Secretary
may require the owner of the lost or destroyed certificate or the owner's legal
representatives to give the Corporation a bond in such form and for such amount
as the Board of Directors or Secretary may direct, and with such surety or
sureties as may be satisfactory to the Board of Directors or the Secretary to
indemnify the Corporation and its transfer agents and registrars against any
claim that may be made against it or any such transfer agent or registrar on
account of the alleged loss or destruction of any such certificate or the
issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors or the
Secretary, it is proper so to do.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: February 17, 2006
Cummins Inc.
By: /s/ Marsha L. Hunt
______________________________
Marsha L. Hunt
Vice President - Corporate Controller
Principal Accounting Officer