UNITED STATES SECURITIES ANDTable EXCHANGEof COMMISSIONContents

~~WASHINGTON,~~EFFECTIVE ~~D.C.~~FEBRUARY ~~20549~~14, 2005

~~FORM~~UNITED ~~8-K~~STATES SECURITIES AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549

~~PURSUANT~~FORM ~~TO SECTION 13 OR 15(D)~~8-K ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT PURSUANT ~~Report~~TO ~~(Date~~SECTION of13 ~~earliest~~OR ~~event reported~~15(d): ~~November~~OF 3,THE ~~2003~~SECURITIES EXCHANGE ACT OF 1934

~~33-97090~~Date of Report (Date of earliest event reported): February 14, 2005 (February 14, 2005)

~~(Commission~~ACG ~~File~~HOLDINGS, ~~Number)~~INC.

~~ACG HOLDINGS,~~(Exact ~~INC.~~name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	33-97090-01	62-1395968

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Delaware		62-1395968
100 Winners Circle, Brentwood, Tennessee		37027
(Jurisdiction of Incorporation)		(IRS Employer Identification Number)
(Address of Principal Executive Office)		(Zip Code)

~~100~~Registrant’s ~~Winners~~Telephone ~~Circle~~Number, Including Area Code (615) 377-0377

~~Brentwood~~(Former name or former address, ~~Tennessee~~if ~~37027~~changed since last report.)

~~(615)~~AMERICAN ~~377-0377~~COLOR GRAPHICS, INC.

(~~Address,~~Exact ~~including~~name ~~zip code, and telephone number, including area code,~~ of registrant’s ~~principal~~as ~~executive~~specified ~~office~~in its charter)

AMERICAN COLOR GRAPHICS, INC.


New York	33-97090	16-1003976

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)


100 Winners Circle, Brentwood, Tennessee		37027

(Address of Principal Executive Office)		(Zip Code)

New York		16-1003976
(Jurisdiction of Incorporation)		(IRS Employer Identification Number)


Registrant’s Telephone Number, Including Area Code		(615) 377-0377

~~100~~(Former ~~Winners~~name ~~Circle~~or former address, if changed since last report.)

~~Brentwood,~~Check ~~Tennessee~~the ~~37027~~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):

o Written communications pursuant to Rule 425 under the Securities Act (~~615)~~17 ~~377-0377~~CFR 230.425)

~~(Address,~~o ~~including~~Soliciting ~~zip~~material ~~code,~~pursuant ~~and~~to ~~telephone number,~~Rule 14a-12 ~~including~~under ~~area~~the ~~code,~~Exchange ofAct ~~registrant’s~~(17 ~~principal~~CFR ~~executive office~~240.14a-12)

~~ITEM~~o 7.Pre-commencement ~~FINANCIAL~~communications ~~STATEMENTS~~pursuant ~~AND~~to ~~EXHIBITS~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) ~~Exhibits~~ under the Exchange Act (17 CFR 240.13e-4(c))

~~The~~TABLE ~~following~~OF ~~exhibit is filed herewith:~~CONTENTS

Exhibit Number		Description
	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
99.1		Press Release, dated November 3, 2003, issued by ACG Holdings, Inc. and American Color Graphics, Inc.
SIGNATURE
EXHIBIT INDEX
Ex-99.1 Press Release

ITEMTable 9.of REGULATION FD DISCLOSUREContents

OnITEM ~~November 3, 2003, ACG Holdings, Inc~~2. ~~and American Color Graphics, Inc~~02. ~~(collectively,~~RESULTS ~~the~~OF ~~“Company”)~~OPERATIONS ~~announced~~AND ~~that~~FINANCIAL ~~it will hold an earnings conference call on November 6, 2003. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.~~CONDITION

2The Company is furnishing this Current Report on Form 8-K to furnish to the Securities and Exchange Commission a press release we will issue on February 14, 2005, which press release may be deemed to disclose information regarding our results of operations for our third fiscal quarter and the nine months ended December 31, 2004. A copy of the press release being furnished is attached hereto as Exhibit 99.1.

~~SIGNATURE~~ The following exhibit is filed herewith:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


Exhibit Number		Description
	99.1	Press Release, dated February 14, 2005, issued by ACG Holdings, Inc. and American Color Graphics, Inc.

	ACG HOLDINGS, INC.
	AMERICAN COLOR GRAPHICS, INC.
	By:	/s/ Patrick W. Kellick
		Patrick W. Kellick
		SENIOR VICE PRESIDENT/
		CHIEF FINANCIAL OFFICER
Dated: November 3, 2003

3SIGNATURE

~~EXHIBIT~~Pursuant ~~INDEX~~to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description
99.1		Press Release, dated November 3, 2003, issued by ACG Holdings, Inc. and American Color Graphics, Inc.


	ACG HOLDINGS, INC. AMERICAN COLOR GRAPHICS, INC.
	By:	/s/ Patrick W. Kellick
		Patrick W. Kellick
		SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER

4Dated: February 14, 2005

EXHIBIT INDEX


Exhibit Number		Description	Page Number
	99.1	Press Release, dated February 14, 2005, issued by ACG Holdings, Inc. and American Color Graphics, Inc.		5

UNITED STATES SECURITIES ANDTable EXCHANGEof COMMISSIONContents

ITEMTable 9.of REGULATION FD DISCLOSUREContents

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