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): JANUARY 24, 2006


                            HEARTLAND PARTNERS, L.P.
               (Exact Name of Registrant as Specified in Charter)


             DELAWARE                     1-10520                36-3606475
   (State or Other Jurisdiction         (Commission           (I.R.S. Employer
of Incorporation or Organization)       File Number)         Identification No.)


53 W. JACKSON BLVD., SUITE 1150 CHICAGO, ILLINOIS                     60604
    (Address of Principal Executive Offices)                        (Zip Code)


       Registrant's telephone number, including area code: (312) 834-0592

         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:

         [ ]      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))

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ITEM 7.01.   REGULATION FD DISCLOSURE.

On January 24, 2006, Heartland Partners, L.P. (the "Company") issued a press
release announcing that CMC Heartland Partners has reached a proposed settlement
in its appeal of a condemnation award by the Redevelopment Authority of the City
of Milwaukee ("RACM"). It is subject to formal approval by RACM's Board of
Commissioners. The complete text of the press release is attached as an exhibit
to this current report on Form 8-K.


ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

EXHIBIT      DESCRIPTION

99.1         Press Release of Heartland Partners, L.P. dated January 24, 2006 
             (furnished not filed).



















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                                   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 hereunto duly authorized.


                                     HEARTLAND PARTNERS, L.P.

                                     By: CMC/HEARTLAND PARTNERS HOLDINGS, INC.,
                                         its General Partner

Date: January 24, 2006               By: /s/ Lawrence S. Adelson
                                         ---------------------------------------
                                         Name: Lawrence S. Adelson
                                         Title: President

























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                                  EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------        -----------

99.1           Press Release of Heartland Partners, L.P. dated January 24, 2006
               (furnished not filed).


























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