On April 3, 2008, X-Rite, Incorporated (“X-Rite”) issued a press release updating the Company's first quarter revenue outlook, announcing additional expected cost savings for 2008 and making disclosures regarding non-compliance with certain covenants under its secured credit facilities. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

On April 3, 2008, the Company also issued a clarification regarding certain statements made in the press release referenced above. A copy of the clarification statement is attached as Exhibit 99.2 to this Form 8-K.

Item 9.01     Financial Statements and Exhibits.

                     Exhibits

                             99.1 -           Press Release dated April 3, 2008.
                             99.2 -           Clarification Statement dated April 3, 2008

SIGNATURE

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 thereunto duly authorized officer.