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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported): MAY 9, 2006

                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
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             (Exact name of Registrant as specified in its charter)

                Delaware                   1-13817           11-2908692
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     (State or other jurisdiction of     Commission      (I.R.S. Employer
     incorporation or organization)      File Number    Identification No.)

            11615 North Houston Rosslyn
                   Houston, Texas                             77086
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     (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (281) 931-8884


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         (Former name, former address and former fiscal year, 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:

[ ]  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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On May 9, 2006 the Company issued a press release announcing its
financial results for its first quarter ended March 31, 2006. A copy of the
press release issued by the Company is attached hereto as Exhibit 99.1.

         The Company's press release announcing its financial results for its
year ended March 31, 2006 contains non-GAAP financial measures. Generally, a
non-GAAP financial measure is a numerical measure of a company's performance,
financial position, or cash flows that either excludes or includes amounts that
are not normally excluded or included in the most directly comparable measure
calculated and presented in accordance with United States generally accepted
accounting principles, or GAAP. Pursuant to the requirements of Regulation G,
the Company has provided quantitative reconciliations within the press release
of the non-GAAP financial measures to the most directly comparable GAAP
financial measures.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

       (d)  Exhibits. The following exhibits are furnished as part of this
       current Report on Form 8-K:

            99.1   Press Release dated May 9, 2006



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.


Date: May 9, 2006                 By: /S/ Gabriel Aldape
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                                      Gabriel Aldape
                                      Chief Financial Officer



                                INDEX TO EXHIBITS

Item    Exhibit
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99.1    Press Release dated May 9, 2006.