8-K

                                  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)         October 7, 2004

                         A.C. Moore Arts & Crafts, Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                  Pennsylvania
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                 (State or Other Jurisdiction of Incorporation)

       000-23157                                        22-3527763
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(Commission File Number)                       (IRS Employer Identification No.)

       130 A.C. Moore Drive, Berlin, NJ                      08009
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    (Address of Principal Executive Offices)              (Zip Code)

                                 (856) 228-6700
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              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
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          (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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On October 7, 2004, the Registrant issued a press release. A copy of
the press release is furnished as Exhibit 99.1 to this report.

         The press release includes projected earnings per share which excludes
the impact of the Company's change in accounting for cooperative advertising,
which is a non-GAAP financial measure. For purposes of SEC Regulation G, a
non-GAAP financial measure is a numerical measure of a registrant's historical
or future financial performance, financial position or cash flows that excludes
amounts, or is subject to adjustments that have the effect of excluding amounts,
that are included in the most directly comparable financial measure calculated
and presented in accordance with GAAP in the statement of operations, balance
sheet or statement of cash flows (or equivalent statements) of the registrant;
or includes amounts, or is subject to adjustments that have the effect of
including amounts, that are excluded from the most directly comparable financial
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States of America.

         Management uses projected earnings per share without the accounting
change as a financial measure to assess the performance of the Company's
business. Management also believes that providing this information to investors
assists investors in analyzing and benchmarking the performance and value of the
Company's business.


                                   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.



                                         A.C. MOORE ARTS & CRAFTS, INC.


Date: October 7, 2004                    By: /s/ Leslie H. Gordon
                                            ------------------------------------
                                             Name:  Leslie H. Gordon
                                             Title: Chief Financial Officer
                                                    and Executive Vice President



                                  EXHIBIT INDEX

Exhibit No.                        Description
- -----------                        -----------
  99.1                             Press Release dated October 7, 2004.


                                       2

EX-99

A.C.MOORE   [GRAPHIC OMITTED]           General Office o Distribution Center
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                                       130 A.C. Moore Drive o Berlin, NJ 08009
                                     PHONE: (856) 228-6700 o FAX: (856) 753-4723

FOR:                                      FROM:
A.C. Moore Arts & Crafts, Inc.            Gregory FCA Communications, Inc.
Leslie Gordon                             For More Information Contact:
Chief Financial Officer                   Joe Crivelli
(856) 228-6700                            (610) 642-8253

FOR IMMEDIATE RELEASE

                 A.C. MOORE'S THIRD QUARTER SALES INCREASE 9.2%
               DESPITE IMPACT OF ROOF COLLAPSE AT FORMER WAREHOUSE


BERLIN, NEW JERSEY, OCTOBER 7, 2004 - A.C. Moore Arts & Crafts, Inc. (Nasdaq:
ACMR) reported today sales of $107.7 million for the third quarter ended
September 30, 2004, an increase of 9.2% over sales of $98.6 million during the
third quarter of 2003. Same store sales increased 0.3% versus the previous year.
Sales were significantly affected by the collapse of the roof in the Company's
former warehouse on July 27.

For the nine months ended September 30, 2004, sales were $320.4 million, an
increase of 12.7% over sales of $284.2 million in the first nine months of 2003.
Comparable store sales grew by 3% for the period.

Based on the reported sales, the company is estimating its third quarter
earnings to be in the range of $0.04 to $0.05 per share. This is calculated
after including $0.03 per share reflecting the impact of our change in
accounting for cooperative advertising pursuant to Emerging Issues Task Force
Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain
Consideration Received by a Vendor". Without the change, earnings would be
projected as $0.07 to $0.08 per share. Included in the third quarter results is
an estimate of the insurance claim recovery for lost merchandise and other
expenses related to the roof collapse of approximately $0.04 per share. The
Company insures its warehouse inventory at retail value and therefore
anticipates collection on their insurance claim at amounts significantly in
excess of cost. The insurance proceeds are an offset to the lost sales.

Jack Parker, Chief Executive Officer, stated, "Third quarter sales were off to a
good start in July until we suffered the roof collapse. At the time of the
incident, we had been in the process of moving into a new distribution center in
Winslow Township, NJ. The roof collapse in our then existing distribution center
was a major disruption to our business. We lost the ability to ship any
merchandise from our warehouses for one week. During the next seven weeks, over
$7 million in merchandise at cost was unavailable to be shipped to the stores as
we had to relocate the merchandise to the new distribution center and ensure
that the merchandise was salable."




Mr. Parker continued, "The effort of recovering from the roof collapse resulted
in delaying our ability to bring our new facility up to the level of operation
that we had anticipated. We did not ship merchandise to stores in our customary
manner. We lost a great deal of imported fall ribbon, flags, fall seasonal and
basic floral merchandise that could not be replaced domestically. As we could
not ensure merchandise availability, we reduced two key promotions in August and
September. We estimate the unavailability of merchandise and the reduction in
promotional events negatively impacted third quarter sales in excess of $4
million. The events surrounding the roof collapse also required us to add to
staff and will delay our ability to achieve the productivity we anticipated in
the new facility in the fourth quarter. However we believe that our store
shipments will be back to normal within two weeks and we are still confident
that we will achieve the expected productivity going forward.

I am very pleased with the efforts of our entire organization that met the
challenge of this difficult situation, and we remain optimistic about our
merchandising plans for the fourth quarter. Despite the circumstances that I've
described, and recognizing the delay in achieving the efficiencies in our
distribution operations that we expected, we are still re-affirming our previous
earnings guidance for the full year of $0.94 to $0.97 per share."

Third quarter earnings and an update of the company's full year outlook will be
released on October 20, 2004, and the company will host a conference call at
5:00 PM Eastern Daylight Time that evening to discuss the financial results in
detail. To participate, please call 1-719-457-2728. If you are unable to access
the live call, please dial 1-719-457-0820 and enter pin number 997976 to access
the taped digital replay. The replay will be available at approximately 7:00 PM.
on October 20th and will remain available until Wednesday, October 27th at 11:59
PM.

A simultaneous webcast of the conference call may be accessed at
http://www.acmoore.com. Go to "Investor Relations" and click on "Corporate
Profile." To listen to the live call, please go to the web site at least fifteen
minutes early to register, download and install any necessary audio software. An
archive of the conference call will be available approximately two hours after
the conference call ends and will remain available on the company's website
until October 20, 2005.

A.C. Moore operates arts and crafts stores that offer a vast assortment of
traditional and contemporary arts and crafts merchandise for a wide range of
customers. The Company operates 91 stores in the eastern United States.
                                      # # #


This press release contains statements that are forward-looking within the
meaning of applicable federal securities laws and are based on A.C. Moore's
current expectations and assumptions as of this date. The Company undertakes no
obligation to update or revise any forward-looking statement whether the result
of new developments or otherwise. These statements are subject to a number of
risks and uncertainties that could cause actual results to differ materially
from those anticipated. Factors that could cause actual results to differ from
those anticipated include, but are not limited to, the impact of the adoption of
EITF Issue 02-16, customer demand and trends in the arts and crafts industry,
related inventory risks due to shifts in customer demand, the effect of economic
conditions, the impact of adverse weather conditions, the impact of competitors'
locations or pricing, the availability of acceptable real estate locations for
new stores, difficulties with respect to new system technologies, supply
constraints or difficulties, the effectiveness of advertising strategies, the
impact of the threat of terrorist attacks and war, the uncertainty of the final
resolution of the insurance claim relating to the roof collapse, and other risks
detailed in the Company's Securities and Exchange Commission filings.