UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.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 the earliest event reported) ~~February 23~~: April 6, 2005

EARL SCHEIB, INC.

(Exact name of registrant as specified in its ~~chapter~~charter)

Delaware	1-4822	95-1759002
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
15206 Ventura Boulevard Suite 200 Sherman Oaks, California		91403
(Address of principal executive offices)		(Zip Code)
(818) 981-9992
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)

~~Check the~~15206 ~~appropriate~~Ventura ~~box~~Boulevard ~~below~~Suite ~~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):~~200

Sherman Oaks, California 91403

(Address of principal executive offices) (Zip Code)

(818) 981-9992

(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:

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(9bb))

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~February 23~~April 6, 2005, Earl Scheib, Inc. (the “Company”) ~~Board~~received ofnotice ~~Directors~~from of the ~~Earl~~Securities ~~Scheib,~~and ~~Inc.~~Exchange Commission (the “~~Company~~SEC”) ~~unanimously~~that ~~approved~~the aSEC ~~resolution~~has toissued ~~voluntarily~~an ~~withdraw~~order (the ~~Capital~~“Order”) ~~Stock~~granting the Company’s application to withdraw its capital stock, par value $1.00 ~~par value~~ per share, ~~of the Company~~ (the “Capital Stock”) , from listing on The American Stock Exchange LLC (~~the~~ “AMEX”)~~. Pursuant~~ toand ~~the~~from ~~action~~registration under Section 12(b) of the ~~Board~~Securities Exchange Act of ~~Directors~~1934, onas ~~the~~amended ~~same date~~ (the “Exchange ~~Company~~Act”), ~~delivered~~effective ~~notice~~at to the ~~AMEX~~opening of ~~the~~business ~~Company’s~~on ~~intent~~April 7, to2005. In ~~delist~~accordance with the ~~Capital~~ ~~Stock~~Order, ~~pursuant~~the toCapital ~~Rule~~Stock has 18ceased oftrading on the AMEX and ~~submitted~~AMEX anhas ~~application~~removed ~~for delisting~~it tofrom ~~the Securities and Exchange Commission (the “SEC”)~~listing. .

The ~~Company~~complete ~~does~~text ~~not intend to seek an alternate listing~~ of the ~~Capital~~Order ~~Stock. However,~~will itbe ~~anticipates~~available ~~that its Capital~~in ~~Stock~~Release ~~will~~No. be51482 ~~quoted~~ on the ~~Pink~~SEC’s ~~Sheets®,~~website aat ~~centralized~~www.sec.gov. The ~~electronic~~Company ~~quotation service~~submitted ~~for~~its ~~over-the-counter~~application ~~securities, following~~ for delisting ~~from~~on ~~the~~February 24, ~~AMEX and~~2005. The ~~deregistration,~~SEC topublished ~~the~~notice ~~extent~~of ~~market~~the ~~makers~~application ~~demonstrate~~requesting ancomments ~~interest~~from ~~in trading~~interested inpersons ~~the~~on ~~Capital~~March 15, ~~Stock~~2005. ~~However,~~The ~~the~~SEC ~~Company~~reports ~~can~~that ~~give~~ no ~~assurance~~comments ~~that~~were ~~trading in its stock will continue in the Pink Sheets or in any other forum~~received.

~~Statements in~~The ~~this~~Company ~~report~~has ~~that are~~ not ~~historical~~applied infor ~~nature~~an ~~are~~alternate ~~“forward-looking~~listing ~~statements”~~of ~~as defined under~~ the ~~Private~~Capital ~~Securities Litigation Reform Act of 1995~~Stock. ~~These statements may be identified by use of words such as “believe~~ However,~~” “expect,”~~ ~~“hope,” “intend,” “estimate,” “anticipate,” “plan,” “will,” “project”~~it ~~and~~anticipates ~~similar~~that ~~expressions, and include statements about~~ the ~~Company’s intent to delist and deregister the~~ Capital Stock ~~and the Company’s expectation that its stock~~ will be ~~traded~~quoted on the Pink Sheets~~. Forward-looking~~®, ~~statements involve risks and~~a ~~uncertainties~~centralized ~~that~~electronic ~~could~~quotation ~~cause~~service ~~actual~~for ~~results~~over-the-counter orsecurities, ~~events~~ to ~~differ materially~~ ~~from~~ the ~~Company’s~~extent ~~expectations. Risks~~market ~~and~~makers ~~uncertainties~~demonstrate ~~affecting~~an ~~the~~interest ~~Forward~~in ~~Looking~~trading ~~Statements~~ in ~~this report include~~ the ~~Company’s~~Capital Stock. The ~~need~~National toAssociation ~~secure from the SEC an order granting~~of ~~voluntary~~Securities ~~withdrawal~~Dealers ~~from~~has assigned the ~~AMEX,~~trading ~~the~~symbol ~~need~~“ESBH” to ~~comply with SEC regulations in delisting and deregistering~~ the Capital Stock, for ~~the~~use ~~fact~~in ~~that~~ trading inon ~~the~~ The Pink Sheets ~~depends on~~ . However, the ~~actions~~Company ofcan ~~market~~give ~~makers~~no ~~and~~assurance isthat ~~not~~trading ~~within~~in ~~the control~~its ofstock ~~the~~will ~~Company,~~continue ~~and~~ in the ~~other~~Pink ~~factors~~Sheets ~~set~~or ~~forth~~ in ~~the~~any ~~Company’s documents~~other ~~filed with the SEC~~forum.

The Order relates only to the withdrawal of the Capital Stock from listing on the AMEX and from registration under Section 12(b) of the Exchange Act, and does not affect any obligation of Company to be registered under Section 12(g) of the Exchange Act. However, because the Company has fewer than 300 holders of record, the Company has determined that it is not obligated to be registered under Section 12(g) of the Exchange Act. The Company intends to file on April 7, 2005 a Certification and Notice of Termination of Registration Under Section 12(g) of the Exchange Act on Form 15 (“Form 15”). When the Company files Form 15, its duty to file reports with the SEC under Sections 13 or 15(d) of the Exchange Act will be immediately suspended.

Statements in this report that are not historical in nature are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. These statements may be identified by use of words such as “believe,” “expect,” “hope,” “intend,” “estimate,” “anticipate,” “plan,” “will,” “project” and similar expressions, and include statements about the Company’s intent to deregister the Capital Stock and the Company’s expectation that its stock will be traded on the Pink Sheets. Forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the Company’s expectations. Risks and uncertainties affecting the Forward Looking Statements in this report include the need to comply with SEC regulations in deregistering the Capital Stock, the fact that trading in the Pink Sheets depends on the actions of market makers and is not within the control of the Company, and the other factors set forth in the Company’s documents filed with the SEC.

Item 7.01 Regulation FD Disclosure.

On ~~February~~April 7, 23, 2005, the Company published a press release announcing the SEC’s granting the Company’s ~~intent~~application to ~~voluntarily~~ withdraw the is Capital Stock from listing on the AMEX, toand ~~terminate~~registration under Section 12(b) of the Exchange Act, the Company’s intent to terminate registration under ~~the~~Section 12(g) ~~Securities~~of the Exchange Act ~~of 1934, as amended,~~ and to suspend the filing of current and periodic reports, and the assignment of a trading symbol for use on The Pink Sheets. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K.

1Item 9.01 Financial Statements and Exhibits.

~~ITEM~~(c) 9Exhibits.~~01. FINANCIAL STATEMENTS AND EXHIBITS~~

Exhibit Number		Description of Exhibit
99.1		Press Release dated April 7, 2005.

~~99 Press Release dated February 23, 2005~~2

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~ registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Earl Scheib, Inc.
April 7, 2005	EARL SCHEIB, INC.
	(Registrant)
	/s/ Christian K. Bement
Date: February 23, 2005	By:	/s/ Christian K. Bement
	Christian K. Bement
	Name:	Christian K. Bement
	President and Chief Executive Officer
	Title:	President and
		Chief Executive Officer

Filing Compare · SCHEIB EARL INC