UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 3)
Under the Securities Exchange Act of 1934
EnPro Industries Inc
(Name of Issuer)
Common
(Title of Class of Securities)
29355X107
(CUSIP Number)
12/31/05
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-a(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 29355X107 SCHEDULE 13G Page 2 of 7
1 Name of Reporting Person
Kestrel Investment Management Corporation
IRS Identification No. of Above Person 94-3173193
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
-0-
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
0.0%
12 Type of Reporting Person*
CO, IA
CUSIP No. 29355X107 SCHEDULE 13G Page 3 of 7
1 Name of Reporting Person David J. Steirman
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
-0-
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
0.0%
12 Type of Reporting Person*
IN
CUSIP No. 29355X107 SCHEDULE 13G Page 4 of 7
1 Name of Reporting Person Abbott J. Keller
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
-0-
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
0.0%
12 Type of Reporting Person*
IN
CUSIP No. 29355X107 SCHEDULE 13G Page 5 of 7
Item 1(a). Name of Issuer.
EnPro Industries Inc
Item 1(b). Address of Issuer's Principal Executive Offices.
5605 Carnegie Boulevard, Suite 500
Charlotte, NC 28209
Item 2(a). Names of Persons Filing.
Kestrel Investment Management Corporation, David J. Steirman
and Abbott J. Keller.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Kestrel Investment Management
Corporation, David J. Steirman and Abbott J. Keller is 411
Borel Avenue, Suite 403, San Mateo, CA 94402.
Item 2(c). Citizenship.
Kestrel Investment Management Corporation is a California
corporation, David J. Steirman and Abbott J. Keller are
citizens of the United States of America.
Item 2(d). Title of Class of Securities.
Common
Item 2(e). CUSIP Number.
29355X107
Item 3. Type of Reporting Person.
Kestrel Investment Management Corporation is an investment
advisor registered under Section 203 of the Investment Advisors
Act of 1940. David J. Steirman and Abbott J. Keller are the
sole shareholders of Kestrel Investment Management Corporation.
Item 4. Ownership.
Reference is hereby made to items 5-9 and 11 of each of the
cover pages to this Schedule 13G, which Items are incorporated by
reference herein. As used below, the term "Securities" refers
to the securities to which this Schedule relates.
Kestrel Investment Management Corporation ("Kestrel"), as
investment manager of certain client accounts, and David J.
Steirman and Abbott J. Keller, as Kestrel's principals, may be
deemed to have the power to direct the voting or disposition
of Securities that are held by any such client accounts.
Therefore, Kestrel, Mr. Steirman and/or Mr. Keller may be deemed
to beneficially own such Securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an
admission that Kestrel, Mr. Steirman or Mr. Keller is, for any
purpose, the beneficial owner of any Securities held by client
accounts, and each of those persons disclaims beneficial ownership
as to Securities held by client accounts, except to the extent
of his or its pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule 13d-3
under the Securities Exchange Act of 1934, as amended, it is also
possible that other directors, officers or employees of
Kestrel might be deemed the "beneficial owners" of some or all of
the Securities in that they might be deemed to share the power to
direct the voting or disposition of such Securities. Neither the
filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that any of such individuals is, for any
purpose, the beneficial owner of any of the securities to which
this Schedule relates, and such beneficial ownership is expressly
disclaimed.
CUSIP No. 29355X107 SCHEDULE 13G Page 6 of 7
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned certifies that, to
the best of their respective knowledge and belief, the
securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and
do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
CUSIP No. 29355X107 SCHEDULE 13G Page 7 of 7
Signature
After reasonable inquiry and to the best of their respective
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED:
DAVID J. STEIRMAN
/s/ David J. Steirman
________________________
David J. Steirman
DATED:
ABBOTT J. KELLER
/s/ ABBOTT J. KELLER
________________________
Abbott J. Keller
DATED:
KESTREL INVESTMENT MANAGEMENT CORPORATION
/s/ David J. Steirman
________________________
By: David J. Steirman
Its: President