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):

~~July~~December 2528, 2005

Aegis Communications Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-14315

75-2050538

(State or other

Jurisdiction of

Incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

8001 Bent Branch Drive, Irving, Texas 75063

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 868-0225

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):

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

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

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

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

Item 1 3.0102 ~~Entry~~Sale ~~into~~of aUnregistered ~~Material~~Securities ~~Definitive Agreement.~~

~~(1)~~ On ~~August 8~~January 4, ~~2005~~2006, the Registrant announced that onas ~~July~~of 25December 28, 2005, the Registrant ~~executed~~closed a ~~Promissory~~debt ~~Note~~conversion transaction inwith ~~favor~~World ofFocus, ~~Essar~~an ~~Global~~affiliate ~~Limited. Essar Global Limited is a major stockholder and creditor~~ of the Registrant, ~~and~~in ~~pursuant~~which toWorld ~~the~~Focus ~~terms~~converted ofthe aaggregate ~~Stockholder’s~~outstanding ~~Agreement~~principal ~~with~~and ~~Deutsche~~accrued ~~Bank~~and ~~AG—London,~~unpaid ~~acting~~interest ~~through~~it DBheld ~~Advisors,~~under ~~LLC,~~three aspromissory ~~investment advisor (“DB”)~~notes, ~~Questor~~totaling ~~Partners Fund II~~$18, L512,234.P.42, ~~Questor~~into ~~Side-By-Side Partners II~~487, ~~L.P.~~164,064 ~~Questor~~shares of ~~Side-By-Side~~common ~~Partners~~stock IIof ~~3(C)(1),~~the ~~L.P.,~~Registrant ~~Thayer~~at ~~Equity~~a ~~Investors~~conversion ~~II,~~price Lof $0.P.038 ~~and~~per TCshare. ~~Co-Investors,~~The ~~LLC,~~terms ~~dated~~of ~~November~~the 5,debt ~~2003,~~conversion astransaction ~~well~~are as aset ~~Put~~forth ~~and~~in ~~Call~~a ~~Agreement~~Debt ~~with~~Conversion DBAgreement, dated ~~August~~as 20of November 30, ~~2004~~2005, ~~Essar~~between ~~Global~~the ~~Limited~~Registrant ~~has~~and ~~the~~World ~~ability~~Focus, which towas ~~direct~~described on the ~~votes~~Registrant’s ofCurrent ~~the~~Report ~~controlling~~on ~~majority~~Form ~~stockholders~~8-K offiled with the ~~Registrant~~SEC ~~for~~on ~~its~~December 2, ~~nominees~~2005 toand ~~the~~incorporated ~~Registrant’s~~by ~~Board~~reference ~~of Directors~~herein.

~~(2)~~In ~~For~~the Debt Conversion Agreement, World Focus represented that it was a ~~brief~~non-U.S. ~~description~~person. ofThe shares were issued by the ~~terms~~Registrant ~~and~~to ~~conditions~~World ofFocus in an off-shore transaction pursuant to the ~~Promissory~~exemption ~~Note,~~from ~~see~~registration ~~Item~~available 2under Rule 903 of Regulation S.~~03(a)~~ ~~below~~No directed selling efforts were conducted in connection with the offer and sale of the securities.

~~Item~~The ~~2.03(~~following is a) ~~Creation~~“safe harbor” statement under the Private Securities Litigation Reform Act of a1995: ~~Direct~~Statements ~~Financial~~contained ~~Obligation~~in this document that are not based on historical facts are “forward-looking statements”. Terms such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “predicts”, “may”, “should”, “will”, the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: Aegis’s reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on Aegis’s labor force; reliance on technology; telephone and internet service dependence; and other operational, financial or legal risks or uncertainties detailed in Aegis’s SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. Aegis does not intend to update any of those forward–looking statements.

(1), (2) and (3)

The Registrant executed the Promissory Note in the amount of $1,500,000 in favor of Essar Global Limited ( the “Lender”) on July 25, 2005.

By its terms, the Promissory Note is unsecured and bears interest at a simple rate of 0.50% over LIBOR per annum, with interest payable in arrears in fifteen day periods beginning from the date of execution. Periodic interest payments are payable in cash, unless Lender agrees that such interest shall be capitalized and added to the principal amount of the Promissory Note. The Promissory Note may be prepaid at any time without penalty.

If the Registrant fails to make any payment of principal or interest under the Promissory Note within five days of the date when such payment is due, Lender may accelerate all amounts of principal and interest then due under the Promissory Note, and may charge the

Registrant for its out-of-pocket costs and expenses, including attorneys’ fees, relating to enforcement of the Promissory Note. If all such amounts are not paid to Lender within ten days of Lender’s written demand, Lender may charge a default rate on such amounts at a rate of 2% over the Promissory Note’s stated interest rate.

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.

Dated: August 8, 2005	AEGIS COMMUNICATIONS GROUP, INC.
Dated: January 4, 2006	AEGIS COMMUNICATIONS GROUP, INC.
	By:	/s/ Kannan Ramasamy
		Kannan Ramasamy President and CEO
		Kannan Ramasamy
		President and CEO

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