UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): ~~August~~July 195, ~~2005~~ 2006 (~~August~~June 1829, ~~2005~~2006)

O’Sullivan Industries Holdings, Inc.
(Exact name of registrant as specified in its charter)


Delaware	0-28493	43-1659062
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


10 Mansell Court East, Suite 100, Roswell, Georgia		30076
(Address of principal executive offices)		(ZIP Code)

Registrant’'s telephone number, including area code (678) 939-0800

1900 Gulf Street, Lamar, Missouri 64759 (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):

[ ]	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 12.0105 EntryCosts intoAssociated awith MaterialExit Definitiveor AgreementDisposal Activities.

OnSouth ~~August 19~~Boston, ~~2005,~~Virginia Facility. O’Sullivan Industries Holdings, Inc., ~~O’Sullivan Industries~~determined ~~Holdings~~on June 29, 2006 ~~Inc.~~to close the South Boston, Virginia manufacturing and ~~its~~distribution ~~subsidiaries~~facility owned by its subsidiary O’Sullivan Industries - Virginia, Inc. ~~and O’Sullivan~~by ~~Furniture~~the ~~Factory~~end ~~Outlet,~~of ~~Inc.~~the ~~announced~~calendar ~~that~~year. ~~they~~The ~~had~~closure ~~entered~~is ~~into~~a anresult ~~Amendment~~of ~~and~~the ~~Consent~~continued ~~No.~~execution 3of ~~dated~~our asstrategy focused on improving utilization of ~~August~~production ~~17,~~capacity ~~2005~~and productivity. ~~with~~This ~~General~~decision ~~Electric~~stems ~~Capital~~from ~~Corporation,~~an analysis of our activities as ~~Agent, with~~a ~~respect~~whole toand the ~~$40~~implementation of ~~million~~measures ~~working~~aimed ~~capital~~primarily ~~Credit~~at ~~Agreement,~~continuing ~~dated~~to asimprove ofour ~~September~~operational ~~29,~~efficiency. ~~2003, as~~The ~~previously~~closure ~~amended. A~~is ~~copy~~a result of ~~the~~industry ~~press~~wide ~~release~~excess capacity and is ~~attached~~not ~~hereto~~a asreflection ~~Exhibit~~on 99the workforce or management team in our South Boston facility. ~~The~~ ~~Amendment~~In fact, the plant has demonstrated continuous operational improvement and is consistently meeting customer quality and ~~Consent~~delivery Norequirements. 3However, there is ~~attached~~an ~~hereto~~immediate asneed to ~~Exhibit~~improve 10our capacity utilization and isoptimize ~~incorporated~~overall bycompany ~~reference~~performance.

~~Pursuant~~In toconnection with the ~~amendment,~~closure ~~GECC has agreed to continue to make available funding within terms~~ of the ~~borrowing~~facility, ~~base~~O’Sullivan ~~and~~expects ~~other conditions and not~~ to ~~enforce~~expense ~~any~~approximately ~~event~~$6.2 million, of ~~default~~which inapproximately ~~connection~~$1.5 ~~with O’Sullivan’s~~million ~~failure~~will tobe ~~pay~~cash ~~interest on the 10~~costs.~~63%~~ ~~senior~~The ~~secured~~remainder ~~notes~~will ~~due~~be ~~2008~~an ~~within the~~impairment ~~applicable~~charge ~~grace~~against ~~period,~~our ~~consistent~~Virginia ~~with~~machinery ~~the terms~~ and ~~conditions~~equipment ofas ~~the~~discussed ~~amendment~~below. AsThe ~~previously announced,~~majority ~~O’Sullivan~~of ~~recently~~the ~~entered~~cash ~~into~~costs will abe ~~forbearance~~expensed ~~agreement~~as ~~with~~incurred. The ~~the~~components ~~controlling holders~~ of ~~such~~the ~~senior~~charge ~~secured~~are ~~notes.~~expected to be:

Item 9.01 Financial Exhibits and Exhibits.

›	impairment charge against machinery and equipment	$4,700,000
›	severance and personnel	480,000
›	relocation, recruitment and training	685,000
›	facility preparation and shutdown	220,000
›	other	90,000

~~Exhibit~~ The 10South ~~Amendment~~Boston ~~and~~facility ~~Consent~~employs ~~No.~~approximately 3200 ~~dated~~people. We asplan ofto ~~August~~add ~~17,~~up ~~2005~~to by150 ~~and~~jobs ~~among~~to ~~O’Sullivan Industries~~our Lamar, ~~Inc.,~~Missouri ~~O’Sullivan~~facility ~~Industries~~over ~~Holdings,~~the ~~Inc.,~~next ~~O’Sullivan~~twelve ~~Industries~~months -as ~~Virginia,~~a ~~Inc.,~~result ~~O’Sullivan~~of ~~Furniture~~the ~~Factory Outlet, Inc~~consolidation., ~~and General Electric Capital Corporation, as Agent.~~

~~Exhibit~~ United 99Kingdom ~~Press~~Sales ~~Release~~Office. ofEffective June 30, 2006, O’Sullivan ~~Industries~~conveyed ~~Holdings,~~substantially ~~Inc~~all of the assets of its United Kingdom sales and distribution office to a company formed by the former manager of the office. ~~dated~~The ~~August~~company ~~19,~~assumed ~~2005,~~certain ~~reporting~~of the ~~execution~~liabilities of ~~Amendment~~the UK sales and ~~Consent~~distribution office Noas consideration. 3The purchasing company also entered into a distributorship agreement with us to ~~O’Sullivan’s~~provide ~~working~~for ~~capital~~continued ~~Credit~~sales ~~Agreement~~and service in the United Kingdom, the remainder of Europe, the Middle East and Africa.

In connection with the sale of the UK operations, we expect to record a non-cash charge of approximately $1.6 million. The major components of the charge are expected to be:

›	accounts receivable	$ 1,600,000
›	inventory	300,000
›	prepaid assets	700,000
›	other	400,000
›	liabilities assumed	(1,400,000)

We expect that this transaction will have an positive effect on our earnings commencing with the first quarter of fiscal 2007.

Item 2.06 Material Impairments.

In connection with the decision to close our South Boston, Virginia facility, we determined on June 29, 2006 that we would record an impairment charge of approximately $4.7 million against machinery and equipment located at the facility. None of this charge will be cash. This charge is in addition to the approximately $1.5 million expense we expect to incur in connection with the closing of our South Boston, Virginia facility.

SIGNATURE

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.

	O’SULLIVAN INDUSTRIES HOLDINGS, INC.
Date: August 19, 2005	/s/ Rick A. Walters
Date: July 5, 2006	/s/ Rick A. Walters
	Rick A. Walters Executive Vice President and Chief Financial Officer
	Rick A. Walters President and Chief Executive Officer

Exhibit No.	Description
10	Amendment and Consent No. 3 dated as of August 17, 2005 by and among O’Sullivan Industries, Inc., O’Sullivan Industries Holdings, Inc., O’Sullivan Industries - Virginia, Inc., O’Sullivan Furniture Factory Outlet, Inc., and General Electric Capital Corporation, as Agent.
99	Press Release of O’Sullivan Industries Holdings, Inc. dated August 19, 2005, reporting the execution of Amendment and Consent No. 3 to O’Sullivan’s working capital Credit Agreement.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

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