8-K

                       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): November 17, 2004

                                ACMAT CORPORATION
               (Exact name of issuer as specified in its charter)


       Connecticut                 0-6234                     0682460
       ------------                ------                     -------
(State of Incorporation)   (Commission File Number)       (I.R.S. Employer
                                                         Identification No.)

                                 233 Main Street
                              New Britain, CT 06050
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (860) 229-9000
                    ----------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                    ----------------------------------------
          (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:

[ ]   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 3.01. Notice of De-listing or Failure to Satisfy a Continued Listing Rule
or Standard: Transferred Listing

On November 17, 2004, the board of directors of ACMAT Corporation unanimously
voted to terminate the registration of its Common Stock (ACMT.OB) and its Class
A Common Stock (ACMTA) under the Securities Exchange Act of 1934. The Company
intends to file two Form 15s with the Securities and Exchange Commission ("SEC")
on or about December 3, 2004. The Company expects that the termination of
registration of each class will become effective 90 days after the date of
filing of the Form 15s with the SEC.

The Company's Press Release dated November 18, 2004 is filed herewith and is
incorporated herein by reference.


Item 9. Financial Statements or Exhibits

      (c)   Exhibits.

            The following document is filed as an Exhibit to this Report:

            Exhibit 99 - Press Release of the Company, dated November 18, 2004.



                                   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.

                              ACMAT Corporation



                              /s/ Henry W. Nozko, Jr.
                              -------------------------
                              By:  Henry W. Nozko, Jr.
                              Chairman, President and Chief Executive Officer




Dated:  November 18, 2004



                                  EXHIBIT INDEX



Exhibit Description

99    Press Release of the Company dated November 18, 2004.

EX-99

                                                                      Exhibit 99

PRESS RELEASE                                                 November 18, 2004

ACMAT Corporation
233 Main Street
New Britain, CT  06050

For confirmation call:
Henry W. Nozko, Jr., President
(860) 229-9000

               ACMAT CORPORATION ANNOUNCES INTENTION TO DEREGISTER
                    ITS COMMON STOCK AND CLASS A COMMON STOCK

ACMAT Corporation today announced that it intends to file two Form 15s with the
Securities and Exchange Commission ("SEC") on or about December 3, 2004 to
terminate the registration of its Common Stock (ACMT.OB) and its Class A Common
Stock (ACMTA) under the Securities Exchange Act of 1934 ("Exchange Act"). The
Company expects that the termination of registration of each class will become
effective 90 days after the date of filing of the Form 15s with the SEC.

Upon filing of the Form 15s, the Company's obligation to file with the SEC
certain reports and forms, including Forms 10-K, 10-Q and 8-K, will immediately
be suspended. In addition, following the filing of the Form 15s, the Company's
Class A Stock will be delisted from the Nasdaq National Market and that its
Common Stock will cease to be traded in the over-the-counter bulletin board
market (OTC-BB). The Company anticipates that its Common Stock and Class A
Common Stock will thereafter be traded over-the-counter in the "Pink Sheets"
quotation service, to the extent market makers commit to make a market in the
Common Stock and the Class A Stock. The Pink Sheets is an electronic network
through which participating broker-dealers can make markets, and enter orders to
buy and sell securities. For more information, see www.pinksheets.com. The
Company, however, can provide no assurance that trading in the Class A Common
Stock and the Common Stock will continue following the filing of the Form 15s.

The Company intends to update its stockholders with financial information on a
regular basis while shares of its Class A Common Stock and its Common Stock are
quoted in the Pink Sheets service and intends to make available quarterly
earnings announcements. The Company also intends to prepare annual audited
financial statements, which will be sent to stockholders in connection with each
annual meeting of stockholders.

In approving this action, the Company's board of directors determined that the
termination of registration of the Common Stock and Class A Common Stock under
the Exchange Act would be in the best interests of the Company's stockholders.
Among the factors considered were:

      o     the management time and the costs associated with being a reporting
            company under the Exchange Act and filing SEC periodic reports,
            including the added costs of achieving and maintaining compliance
            with the new requirements of the Sarbanes-Oxley Act of 2002;



      o     management's belief that these compliance costs would have a
            substantial adverse impact on the Company's earnings and thereby
            diminish the Company's future profitability;
      o     the limited trading volume and liquidity of the Company's Class A
            Common Stock on the Nasdaq Stock Market and of the Common Stock in
            the OTC-BB market;
      o     the fact that the Company has not historically availed itself of the
            public markets to raise capital and has no current plans to do so in
            the future; and
      o     the lack of meaningful analyst coverage for the Company's Class A
            Common Stock and Common Stock.

Henry W. Nozko, Jr., President of the Company, stated: "Deregistration will
allow management to focus more of its resources on implementing the Company's
business plan and to concentrate its efforts on enhancing long-term stockholder
value. Increased costs associated with SEC public reporting obligations will
have an increasingly adverse impact on our continued profitability. In addition,
due to our small market capitalization and modest revenue base, we have not
enjoyed many of the benefits traditionally associated with being a public
reporting company. In the final analysis, our Board believes that stockholder
value is best served through concentrating the Company's resources on increasing
future profitability over the limited benefits that have resulted from our
current public reporting status and existing Nasdaq and OTC-BB trading markets."

                                   * * * * * *

ACMAT Corporation provides general building construction and designs,  furnishes
and installs interiors in commercial, industrial and institutional buildings.
The Company's  Insurance  Group,  which includes  ACSTAR  Insurance  Company and
United Coastal Insurance  Company,  provides surety bonding,  specialty general,
pollution, asbestos, products and professional liability insurance,  nationwide,
to contractors, property owners, storage and treatment facilities, manufacturers
and allied professionals.

This press release may contain certain forward-looking statements regarding the
Company's results of operations and financial position. These forward-looking
statements are based on current information and expectations, and are subject to
risks and uncertainties, which could cause the Company's actual results to
differ materially from expected results.