EFFECTIVE FEBRUARY 14, 2005

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): ~~February~~April 1426, 2005 (~~February~~April 1420, 2005)

ACG HOLDINGS, INC.

(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)


100 Winners Circle, Brentwood, Tennessee		37027

(Address of Principal Executive Office)		(Zip Code)


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

(Former name or former address, if changed since last report.)

AMERICAN COLOR GRAPHICS, INC.

(Exact name of registrant as specified in its charter)


New York	33-97090	16-1003976

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


100 Winners Circle, Brentwood, Tennessee		37027

(Address of Principal Executive Office)		(Zip Code)


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

(Former name or former address, if changed since last report.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

TABLE OF CONTENTS

	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURE
EXHIBIT INDEX
Ex-99.1 Press Release


	ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
SIGNATURE

ITEM 2.0201. ~~RESULTS~~COMPLETION OF ~~OPERATIONS~~ACQUISITION ~~AND~~OR ~~FINANCIAL~~DISPOSITION ~~CONDITION~~OF ASSETS.

~~The~~ On ~~Company~~April 20, is2005, ~~furnishing~~American ~~this~~Color ~~Current~~Graphics, ~~Report~~Inc. on(the ~~Form~~“Company”) ~~8-K~~completed ~~to furnish to~~ the ~~Securities~~sale ~~and~~of ~~Exchange~~fixed ~~Commission~~assets aand ~~press~~certain ~~release~~other weassets ~~will~~in ~~issue~~the ~~on February 14~~Pittsburg, ~~2005,~~California ~~which~~print ~~press~~facility ~~release~~to ~~may~~Quebecor beWorld ~~deemed to~~(USA) ~~disclose~~Inc. ~~information~~(“Quebecor”) ~~regarding~~under ~~our~~the ~~results~~terms of ~~operations~~the ~~for~~executed ~~our~~Asset ~~third~~Purchase ~~fiscal~~Agreement ~~quarter~~dated ~~and~~April 4, ~~the~~2005 ~~nine~~(the ~~months~~“Purchase ~~ended~~Agreement”). ~~December 31,~~The ~~2004.~~aggregate Apurchase ~~copy~~price of the ~~press~~assets ~~release~~sold ~~being~~was ~~furnished~~approximately $8 million. There is ~~attached~~no ~~hereto~~material asrelationship between the Company and Quebecor other than in respect ~~Exhibit 99~~of the Purchase Agreement.1.

~~The following exhibit is filed herewith:~~2

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

~~Table of Contents~~SIGNATURE

~~SIGNATURE~~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.

~~Pursuant~~ACG toHOLDINGS, ~~the~~INC. ~~requirements~~AMERICAN ofCOLOR ~~the Securities Exchange Act of 1934~~GRAPHICS, ~~the~~INC. ~~registrants~~By: ~~have~~/s/ ~~duly caused~~Patrick ~~this~~W. ~~report~~Kellick toPatrick beW. ~~signed~~Kellick onSENIOR ~~their~~VICE ~~behalf~~PRESIDENT byCHIEF ~~the~~FINANCIAL ~~undersigned hereunto duly authorized.~~ OFFICER

~~ACG~~Dated: ~~HOLDINGS~~April 26, ~~INC. AMERICAN COLOR GRAPHICS, INC. By: /s/ Patrick W. Kellick Patrick W. Kellick SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER~~2005

~~Dated: February 14, 2005~~3

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

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