UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~

~~March~~PURSUANT TO SECTION ~~29,~~13 ~~2005~~OR 15(d)

~~Date~~OF ofTHE ~~Report (Date~~SECURITIES ofEXCHANGE ~~earliest~~ACT ~~event~~OF ~~reported)~~1934

~~DECRANE AIRCRAFT HOLDINGS~~July 26, ~~INC.~~2005

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

Delaware	000-22371	34-1645569
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
8425 Pulsar Place, Suite 340, Columbus, OH 43240
(Address, including zip code, of principal executive offices)
(614) 848-7700
(Registrant’s telephone number, including area code)

(Date of earliest event reported)

~~2361~~DECRANE ~~Rosecrans~~AIRCRAFT ~~Avenue~~HOLDINGS, ~~Suite 180, El Segundo, CA 90245 (310) 725-9123~~INC.

(~~Former~~Exact ~~address~~name ~~and telephone number~~ of ~~principal~~registrant ~~executive~~as ~~offices,~~specified ~~if changed~~in ~~since last report~~its charter)

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:

Delaware	000-22371	34-1645569
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

~~o Written~~8425 ~~communications pursuant~~Pulsar toPlace, ~~Rule~~Suite 340 Columbus, ~~425~~Ohio ~~under the Securities Act (17 CFR 230.425)~~43240

~~o Soliciting~~(Address, ~~material pursuant~~including tozip ~~Rule~~code, ~~14a-12~~of ~~under~~principal executive ~~the Exchange Act (17 CFR 240.14a-12~~offices)

~~o Pre-commencement communications pursuant to Rule 14d-2~~(b614) ~~under the Exchange Act (17 CFR 240.14d~~848-~~2(b))~~7700

~~o Pre-commencement communications pursuant to Rule 13e-4~~(c)Registrant’s ~~under~~telephone ~~the~~number, ~~Exchange Act (17 CFR~~including ~~240.13e-4(c~~area code))

~~Item~~Not ~~3.02 Unregistered Sales of Equity Securities~~Applicable

On March 29, 2005, DeCrane Aircraft Holdings, Inc. sold 26,425 additional shares of its Senior Redeemable Exchangeable Preferred Stock due 2008 to a group of investors for its liquidation value of $189.21 per share. The approximately $5.0 million of cash proceeds from the sale was used to fund working capital needs. Such issuances were made in reliance upon an exemption from the registration provision of the Act set forth in Section 4(~~2) thereof~~Former ~~relative~~address ~~to issuances by an issuer not involving any public offering or the rules~~ and ~~regulations thereunder. The~~telephone ~~investors,~~number ~~who are~~of ~~listed in the table below, are the~~ principal ~~stockholders~~executive ~~of DeCrane Holdings Co.~~offices, ~~DeCrane~~if ~~Aircraft’s~~changed ~~parent~~since ~~company.~~last report)

		No. of Shares of Preferred Stock Purchased
DLJ Merchant Banking Partners II, L.P.		16,646
MBP II Plan Investors		6,567
DLJ Diversified Partners, L.P.		973
DLJ Offshore Partners II, C.V.		819
DLJ Merchant Banking Partners II-A, L.P.		663
DLJ Diversified Partners-A, L.P.		361
DLJ Millennium Partners, L.P.		269
DLJ EAB Partners, L.P.		75
DLJ Millennium Partners-A, L.P.		52
Total		26,425

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):

~~Item~~o Written ~~8.01~~communications ~~Other~~pursuant ~~Events~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~During March 2005,~~o ~~DeCrane~~Soliciting ~~Aircraft~~material ~~completed~~pursuant ~~a series of transactions and amendments~~ to ~~existing agreements~~Rule 14a-12 ~~with~~under the ~~investors~~Exchange ~~described~~Act in(17 ~~Item 3~~CFR 240.~~02 above.~~14a-12)

~~First, the maturity date~~o ofPre-commencement ~~the~~communications existing $5.0 million of 13.5% senior unsecured promissory notes was extended. The notes are now due on March 31, 2006 and interest, which has accrued since December 12, 2004, is payable on December 31, 2005 and at maturity. Second, DeCrane Aircraft entered into a loan agreement which provides for up to $5.0 million of additional borrowings at rates and with terms identical to the existing 13.5% senior unsecured promissory notes, as amended. DeCrane Aircraft has borrowed $2.5 million pursuant to ~~this agreement and borrowing of the remainder, if needed, will be subject to customary conditions including absence of a material adverse change in DeCrane Aircraft's business.~~Rule ~~And~~14d-2(b) under ~~third, DeCrane Aircraft received approximately $5.0 million of proceeds from~~ the ~~sale of 26,425 additional shares of its Senior Redeemable~~ ~~Exchangeable~~Exchange ~~Preferred~~Act ~~Stock due 2008~~ (~~described~~17 inCFR ~~Item 3~~240.~~02 above~~14d-2(b).)

~~The $7.5 million of cash~~o ~~received~~Pre-commencement ~~from~~communications ~~these~~pursuant ~~transactions~~to ~~will~~Rule 13e-4(c) under bethe Exchange ~~used~~Act to(17 ~~fund~~CFR ~~working capital needs~~240.13e-4(c))

2Item 8.01 Other Events.

On July 26, 2005, DeCrane Aircraft Holdings, Inc. is deregistering its 12% Senior Subordinated Notes due 2008 and terminating its reporting obligations under the Securities Exchange Act of 1934. The deregistration is effective upon the filing of a Form 15 with the Securities and Exchange Commission, which the Company is filing immediately after this Form 8-K.

The Company will continue to prepare financial information for its investors. Financial information can be obtained by writing to the Company’s chief financial officer at 8425 Pulsar Place, Suite 340, Columbus, OH 43240.

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 thereunto duly authorized.

	DECRANE AIRCRAFT HOLDINGS, INC.	~~DECRANE AIRCRAFT HOLDINGS, INC.~~
	(Registrant)	~~(Registrant)~~
Date: March 29, 2005	By:	/S/ RICHARD J. KAPLAN
Date: July 26, 2005	By:	/S/ RICHARD J. KAPLAN
		Name:	Richard J. Kaplan
		Title:	Senior Vice President, Chief Financial ~~Officer, Secretary and Treasurer~~
			Officer, Secretary and Treasurer

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