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): MAY 16, 2005


                            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 WEST 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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                        Section 2 - Financial Information

ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 16, 2005, Heartland Partners, L.P. (the "Company") issued a press release
announcing preliminary unaudited results for the fiscal quarter ended March 31,
2005 and a delay in filing the Company's quarterly report on Form 10-Q. The
complete text of the press release is attached as an exhibit to this current
report on Form 8-K.


                  Section 9 - Financial Statements and Exhibits

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

EXHIBIT       DESCRIPTION
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99.1          Press Release of Heartland Partners, L.P. dated May 16, 2005 
              (filed herewith).


















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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.

Date: May 16, 2005                        By: /s/ Lawrence S. Adelson
                                              ---------------------------------
                                              Lawrence S. Adelson
                                              Manager of HTI Interests, LLC,
                                              General Partner




















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                                  EXHIBIT INDEX


EXHIBIT         DESCRIPTION
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99.1            Press Release of Heartland Partners, L.P. dated April 20, 2005
                (filed herewith).




















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