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 4, 2007

                              WSI Industries, Inc.
             (Exact name of Registrant as Specified in its Charter)

                                    Minnesota
                 (State Or Other Jurisdiction Of Incorporation)


                000-00619                                41-0691607
        (Commission File Number)            (I.R.S. Employer Identification No.)

            213 Chelsea Road
             Monticello, MN                                 55362
(Address Of Principal Executive Offices)                 (Zip Code)


                                 (763) 295-9202
               Registrant's Telephone Number, Including Area Code

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 (see General Instruction A.2. below):

[ ]  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))



Items under Sections 1, 3, 4, 6 and 7 are not applicable and therefore omitted.

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

WSI Industries, Inc. (the "Company") hereby furnishes a press release, issued on
January 4, 2007, disclosing material non-public information regarding its
results of operations for the quarter ended November 26, 2006.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
          YEAR.

On January 4, 2007, the Company's Board of Directors approved amendments to
Article VII, Section 2 of the Company 's Amended and Restated Bylaws to
facilitate direct share registration of the Company's common stock in response
to recently adopted rules of the Nasdaq Stock Market requiring all traded stock
be eligible for direct share registration. The Company's Amended and Restated
Bylaws, as amended by the Company's Board of Directors on January 4, 2007, are
attached as Exhibit 3.2.

ITEM 8.01 OTHER EVENTS

Through the press release issued on January 4, 2007, the Company also announced
that its Board of Directors has declared a dividend of $.0375 per share of
common stock payable January 31, 2007 to holders of record on January 18, 2007.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.   Description
-----------   -----------
3.2           Restated and Amended Bylaws of WSI Industries, Inc., as amended
              through January 4, 2007.
99.1          Press Release issued on January 4, 2007.


                                    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.

                                        WSI INDUSTRIES, INC.


                                        By: /s/ Michael Pudil
                                            ------------------------------------
                                        Michael Pudil
                                        President and Chief Executive Officer

Date: January 5, 2007