UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the

Securities Exchange Act of 1934

Date of ~~Report~~ ~~(Date of earliest reported)~~Report: August ~~April 8~~12, 2005

~~CBD~~(Date ~~Media~~of ~~Holdings~~earliest ~~LLC~~event reported)

~~(Exact~~CBD ~~name~~MEDIA ofHOLDINGS ~~registrant as specified in its chapter)~~ LLC

Delaware		333-121185		03-0395275
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of Registrant as specified in its Charter)

~~312~~Delaware ~~Plum~~(State ~~Street, Suite~~or ~~900~~other jurisdiction of incorporation) 333-121185 (Commission File No.) 03-0395275 (IRS Employer Identification Number)

Cincinnati, Ohio 45202

312 Plum Street, Suite 900, Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (513) 397-6794

~~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~~ N/A~~.2. below):~~

¨(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

¨Item ~~Soliciting~~2.02 ~~material~~Results ~~pursuant~~of toOperations ~~Rule~~and ~~14a-12~~Financial ~~under the Exchange Act (17 CFR 240.14a-12)~~Condition

¨The ~~Pre-commencement~~information ~~communications~~in ~~pursuant~~this toItem ~~Rule 14d-~~2.02 (bincluding the exhibit referenced below) ~~under~~is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~as amended, or otherwise subject to the liabilities of that Section.~~14d-~~ The information in this Item 2~~(b))~~.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

¨On ~~Pre-commencement~~August ~~communications~~12, ~~pursuant~~2005, toCBD ~~Rule~~Media ~~13e-4(c)~~Holdings ~~under~~LLC issued an earnings release announcing its financial results for the ~~Exchange~~second ~~Act~~quarter ~~(17~~ended ~~CFR~~June ~~240~~30, 2005.~~13e-4(c))~~ A copy of the earnings press release is attached as Exhibit 99.1 and is furnished under this Item 2.02.

Item 29.~~02.~~01 ~~Results~~Financial ofStatements ~~Operations~~ and Financial Condition* Exhibits.

On April 8, 2005, CBD Media Holdings LLC issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report. (c) Exhibits

~~Item~~Exhibit 9No.01. Exhibits*

~~(c) Exhibits~~ Description

Exhibit No.		Description
99.1		CBD Media Holdings LLC’s press release announcing fourth quarter and full year 2004 financial results.

99.1

*Press ~~The~~Release, ~~information~~dated inas ~~these Items 2.02 and 9.01~~ of ~~Form~~August ~~8-K~~12, ~~including Exhibit 99.1~~2005, ~~shall not be deemed “filed” for the purposes~~ of ~~Section~~CBD 18Media ofHoldings ~~the~~LLC ~~Securities~~announcing ~~Exchange~~its ~~Act~~financial ofresults ~~1934~~for ~~or otherwise subject to~~ the ~~liabilities~~second ofquarter ~~that~~ended ~~section.~~June ~~Furthermore~~30, ~~the information in these Items 2.02 and 9.01, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.~~2005

2 SIGNATURE

~~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.

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 this 8th day of April 2005.

REGISTRANT	CBD MEDIA HOLDINGS LLC


Date: August 12, 2005	/s/ John P. Schwing
	By: John P. Schwing Vice President and Chief Financial Officer

CBD MEDIA HOLDINGS LLC By: /s/ John P. Schwing Name: John P. Schwing Title: Chief Financial Officer

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