SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A
                               (Second Amendment)

              Current Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                December 18, 2001

                                AKI HOLDING CORP.
             (Exact name of registrant as specified in its charter)

                        Commission File Number: 333-60991

         Delaware                                              74-2883163
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                                    AKI, INC.
             (Exact name of registrant as specified in its charter)

                       Commission File Number: 333-60989

         Delaware                                              13-3785856
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


         1815 East Main Street
         Chattanooga, TN                                       37404
(Address of principal executive offices)                    (Zip Code)


                                 (423) 624-3301
              (Registrant's telephone number, including area code)


                -------------------------------------------------
          (Former name or former address, if changed since last report)





The  Registrants  hereby amends Item 7 of their Current Report on Form 8-K dated
December 26, 2001 to read in its entirety as follows:

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements of Business Acquired.

         Audited financial statements of Color Prelude for the year ended
            December 31, 2000.
         Unaudited financial statements of Color Prelude for the nine months
            ended September 30, 2001.
         Unaudited statements of operations and cash flows of Color Prelude for
            the nine months ended September 30, 2000.

(b)      Pro Forma Financial Information.

         AKI Holding Corp.

              Unaudited pro forma condensed consolidated balance sheet as of
                 September 30, 2001.
              Unaudited pro forma condensed consolidated statement of operations
                 for the three months ended September 30, 2001.
              Unaudited pro forma condensed consolidated statement of operations
                  for the year ended June 30, 2001.

         AKI, Inc.

              Unaudited pro forma condensed consolidated balance sheet as of
                 September 30, 2001.
              Unaudited pro forma condensed consolidated statement of operations
                 for the three months ended September 30, 2001.
              Unaudited pro forma condensed consolidated statement of operations
                  for the year ended June 30, 2001.

 (c)     Exhibits

2.1      Asset Purchase Agreement dated as of December 18, 2001 by and among
            Heritage Marketing Corporation, Color Prelude, Inc. and IST, Corp.
            (filed with the Registrants' Form 8-K dated December 26, 2001).
10.1     Amended and Restated Credit Agreement dated as of December 18, 2001 by
            and among AKI, Inc. and Heller Financial, Inc. and Other Financial
            Institutions Party hereto (filed with the Registrants' Form 8-K
            dated December 26, 2001).
23.1     Consent of Independent Accountants.
23.2     Consent of Independent Accountants.
99.1     Press release issued on December 20, 2001 by AKI, Inc. (filed with the
            Registrants' Form 8-K dated December 26, 2001).





                                   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.


                                          AKI HOLDING CORP.

Date:  March 5, 2002                      By: /s/ Kenneth A. Budde
                                              ------------------------------
                                              Kenneth A. Budde
                                              Senior Vice President &
                                                Chief Financial Officer
                                                (Principal Financial and
                                                 Accounting Officer)



                                          AKI, INC.

Date:  March 5, 2002                      By: /s/ Kenneth A. Budde
                                              ------------------------------
                                              Kenneth A. Budde
                                              Senior Vice President &
                                                Chief Financial Officer
                                                (Principal Financial and
                                                 Accounting Officer)





                                  EXHIBIT INDEX



Exhibit                   Description
-------                   -----------


2.1      Asset Purchase Agreement dated as of December 18, 2001 by and among
         Heritage Marketing Corporation, Color Prelude, Inc. and IST, Corp.
         (filed with the Registrants' Form 8-K dated December 26, 2001).
10.1     Amended and Restated Credit Agreement dated as of December 18, 2001 by
         and among AKI, Inc. and Heller Financial, Inc. and Other Financial
         Institutions Party hereto (filed with the Registrants' Form 8-K dated
         December 26, 2001).
23.1     Consent of Independent Accountants.
23.2     Consent of Independent Accountants.
99.1     Press release issued on December 20, 2001 by AKI, Inc. (filed with the
         Registrants' Form 8-K dated December 26, 2001).