UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~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): ~~June~~October 154, 2005

AVONDALE INCORPORATED

(Exact name of registrant as specified in its charter)


Georgia (State of incorporation)		33-68412 (Commission File Number)		58-0477150 (IRS Employer Identification No.)


506 South Broad Street Monroe, Georgia (Address of principal executive offices)		30655 (Zip code)

Registrant’s telephone number, including area code: (770) 267-2226

Not Applicable (Former name or former address, if changed since last report)

(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:

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))

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 8.01 Other Events. Item 2.02 Results of Operation and Financial Condition SIGNATURES

Item 8.01 Other Events.

Avondale Mills, Inc. announced today that its previously announced solicitation of consents to amend the terms of the indenture relating to its 101/4% Senior Subordinated Notes due 2013 (CUSIP No. 054402AB8) and the terms of its Senior Floating Rate Notes due 2012 expired on JuneJanuary 156, 2005 ~~without~~ ~~receipt~~Train ~~of the requisite consents and will not be extended. As such, the terms of the~~Derailment indenture and these two series of notes will not be amended. No consent fee will be paid to any holder of these notes that delivered a consent to the applicable proposed amendment prior to the end of the solicitation period.

~~Forward~~ As ~~Looking~~previously ~~Statements~~disclosed, on January 6, 2005, a Norfolk Southern freight train collided with a stationary Norfolk Southern train parked on a railroad spur near our manufacturing and administrative facilities in Graniteville, South Carolina. In the ensuing derailment, rail cars ended up on our property and a tanker car was breached, releasing toxic and corrosive chlorine gas. Nine individuals, six of whom were our associates, were killed by chlorine gas inhalation and many others were hospitalized as a result of their injuries. In addition, our facilities suffered substantial damage from the highly corrosive properties of the chlorine gas.

~~This~~Our ~~Current~~initial ~~Report~~efforts focused on ~~Form~~restarting ~~8-K~~equipment ~~contains~~and ~~forward-looking~~production ~~statements~~of ~~within~~goods for our customers. These emergency, temporary measures did not address the ~~meaning~~remediation of ~~the~~chlorine related damage to ~~federal~~our ~~securities~~affected ~~laws~~buildings and equipment. ~~Statements~~Early ~~that~~efforts ~~are~~to ~~not~~halt ~~historical~~the ~~facts,~~corrosive ~~including~~effects ~~statements~~of ~~about~~the ~~our~~chlorine ~~beliefs~~exposure were not successful and ~~expectations,~~equipment ~~are~~failures ~~forward-looking~~continue ~~statements.~~to ~~Forward-looking~~be ~~statements~~experienced ~~include~~nearly nine months ~~statements~~after ~~generally~~the ~~preceded~~train ~~by,~~wreck. ~~followed~~The significant disruption to our business caused by orthese ~~that~~failures ~~include~~and the ongoing ~~words~~recovery ~~“believe,”~~efforts ~~“expect,”~~have adversely impacted our operating results. Due to the adverse effects ~~“anticipate,”~~of ~~“plan~~the train wreck,” ~~“estimate”~~we orexpect ~~similar~~to ~~expressions~~report a net loss for fiscal 2005.

~~Forward-looking~~Our ~~statements~~current ~~reflect~~recovery ~~management’s~~efforts, ~~current~~using ~~expectations~~protocols ~~and~~developed ~~are~~during ~~not~~the ~~guarantees~~past ofseveral months in ~~performance~~concert orwith ~~outcomes.~~our ~~These~~insurance ~~statements~~company, are ~~based~~focused first on ~~management’s~~the ~~beliefs~~cleaning and ~~assumptions,~~restoration ~~which~~of affected inbuildings, ~~turn~~and ~~are~~secondly ~~based~~ on ~~currently~~the ~~available~~cleaning ~~information~~and restoration of affected equipment within those buildings. ~~Forward-looking~~To ~~statements~~the ~~also~~extent ~~involve~~that the protocols prove unable to adequately restore the equipment to ~~risks~~pre-loss ~~and~~condition, ~~uncertainties~~the equipment will be replaced. These actions cannot be completed without the systematic, ~~which~~temporary ~~could~~shut ~~cause~~down ~~actual~~of ~~outcomes~~the toaffected ~~differ~~equipment. ~~materially~~We ~~from~~intend ~~those~~to schedule the restoration ~~contained~~and inreplacement process to minimize the amount of equipment offline at any ~~forward~~given time; however, full remediation to pre-~~looking~~loss ~~statement.~~condition ~~Many~~will result in continued, significant disruption of ~~these~~our business ~~factors~~operations ~~are~~and ~~beyond~~in reduction of our ~~ability~~productive tocapacities ~~control or~~and ~~predict~~efficiencies.

~~You~~We ~~should~~continue ~~not~~to ~~place~~assess ~~undue~~the ~~reliance~~extent onof ~~any~~losses ~~forward-looking~~due ~~statements,~~to ~~which~~the ~~are~~train ~~based~~wreck onbut at this time we are ~~current~~unable ~~expectations~~to estimate the full amount of loss. ~~Further,~~We ~~forward-looking~~expect ~~statements~~that ~~speak~~all ~~only~~losses asincurred ofwill ~~the~~be ~~date~~recovered through ~~they~~insurance ~~are~~and ~~made~~third party claims. However, any differences between amounts ultimately received from insurance and wethird ~~undertake~~parties noand ~~obligation~~losses toincurred ~~update~~by ~~publicly~~us ~~any~~may ofhave ~~them~~a inmaterial ~~light~~adverse effect ofon ~~new~~our ~~information~~financial orcondition and future ~~events~~ results of operations.

~~Table~~Norfolk ofSouthern ~~Contents~~Lawsuit

~~SIGNATURES~~ On Monday, September 26, 2005, Avondale filed suit in the Circuit Court of Aiken County, South Carolina against Norfolk Southern Corporation, Norfolk Southern Railway Company and certain individuals for damages sustained as a result of the defendants’ negligent and other tortious conduct in connection with the January 6, 2005 train wreck. The complaint alleges, among other things, negligence, gross negligence, strict liability, nuisance and trespass. In addition, the complaint alleges that the defendants’ conduct resulted in damages including, but not limited to, inspection and testing costs, property losses, clean up and remediation costs, business interruption losses, increased administrative costs and out-of-pocket expenses, and damage to the long-term value of our business. As a result, we are asking for actual and punitive damages of an unspecified amount. We are also seeking to recover our litigation costs, including attorneys’ fees, from the defendants.

~~Pursuant~~Decrease toin ~~the~~Productive ~~requirements of the Securities Exchange Act of 1934, the registrant has duly~~Capacity ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

Date: June 16, 2005	AVONDALE INCORPORATED
	By:	/s/Jack R. Altherr, Jr.
		Jack R. Altherr, Jr.
		Vice Chairman and Chief Financial Officer

As noted above, the train wreck has resulted in significant disruption of our business operations. We have attempted to maintain pre-loss production schedules and output, but the extent and consequences of the damage are too great to continue to do so. To allow full remediation to occur, management has determined that productive capacity must be reduced. Due to our product flow and the interdependence of our manufacturing facilities, the reduction will impact a number of our plants. In particular, finishing capacity of our Gregg Plant, located in Graniteville, will be reduced by approximately 50%. With that reduction in finishing capacity, greige fabric requirements must also be reduced, resulting in a decrease in weaving production. As a result, the weaving capacity of our Townsend Plant will be consolidated into our Swint Plant and Horse Creek Plant, all located in Graniteville. We expect these actions will result in a reduction of approximately 350 jobs.

We continue to assess the impact of these reductions in productive capacity. At this time, we estimate that, due to the train wreck and resulting reductions in capacity, annual net sales will decline by approximately 15-20%. We expect to implement cost reduction programs that will significantly reduce the impact of the lost sales on net income (loss), EBITDA or Adjusted EBITDA. However, the final impact of these actions may differ from our current estimates and may have a material adverse effect on our financial condition and future results of operations.

Item 2.02 Results of Operation and Financial Condition

In Item 8.01 of this Current Report on Form 8-K, we disclose information regarding our results of operations for the fiscal year ended August 26, 2005. In particular, we disclose that due to the adverse effects of the January 6, 2005 Norfolk Southern train wreck, we expect to report a net loss for the fiscal year ended August 26, 2005.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements generally preceded by, followed by or that include the words “believe,” “expect,” “anticipate,” “plan,” “estimate” or similar expressions. These statements include, among others, statements regarding the damages our facilities may have sustained as a result of the chlorine gas release, how we plan to remediate such damages, how we intend to mitigate any losses caused by the chlorine, and the anticipated impact of the train wreck on our productive capacity and our financial condition and results of operations.

Forward-looking statements reflect management’s current expectations and are not guarantees of performance or outcomes. These statements are based on management’s beliefs and assumptions, which in turn are based on currently available information. Forward-looking statements also involve risks and uncertainties, which could cause actual outcomes to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict.

You should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

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.


Date: October 4, 2005	AVONDALE INCORPORATED
	By:	/s/ Jack R. Altherr, Jr.
		Jack R. Altherr, Jr.
		Vice Chairman and Chief Financial Officer

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