S-8

As filed with the Securities and Exchange Commission on July 30, 2003

Registration No. 333- _____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Allied Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Georgia	58-0360550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
160 Clairemont Avenue
Suite 200
Decatur, Georgia	30030
(Address of principal executive offices)	(Zip Code)

Allied Holdings, Inc.

Amended and Restated 1999 Employee Stock Purchase Plan
(Full title of the plan)

Thomas M. Duffy, Esq.
Senior Vice President, Secretary and General Counsel
Allied Holdings, Inc.
160 Clairemont Avenue, Suite 200
Decatur, Georgia 30030
(404) 370-1100
(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed
Title of each class of	Amount to be	offering price per		maximum aggregate		Amount of
securities to be registered	registered(1)(2)	share(3)		offering price(3)		registration fee
Common Stock, no par value per share	350,000 shares	$	3.38	$	1,183,000	$	96.00

(1)	Pursuant to General Instruction E of Form S-8, this Registration Statement covers the registration of 350,000 shares of Common Stock in addition to shares previously registered under Registration Statement No. 333-62440 and Registration Statement No. 33-72053.
(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares that may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Allied Holdings, Inc. Amended and Restated 1999 Employee Stock Purchase Plan.
(3)	Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h)(1) under the Securities Act, on the basis of the average of the high and low sales prices of $3.36 and $3.40 per share for the Common Stock as reported on the American Stock Exchange on July 24, 2003.

As permitted by Rule 429 under the Securities Act of 1933, the prospectus related to this Registration Statement also covers securities registered under Registration Statement No. 333-62440 and Registration No. 333-72053.

Part II — Information Required in the Registration Statement

     This Registration Statement on Form S-8 is being filed to register 350,000 additional shares of common stock, no par value per share (the “Common Stock”), of Allied Holdings, Inc. which have been reserved for issuance under the Allied Holdings, Inc. Amended and Restated 1999 Employee Stock Purchase Plan (the “Plan”). A total of 700,000 shares of the Common Stock reserved under the Plan have previously been registered on two Registration Statements on Form S-8 (Registration No. 333-62440, filed on June 6, 2001 and Registration No. 333-72053, filed on February 9, 1999) (the “Original Form S-8s”). Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Original Form S-8s are hereby incorporated by reference herein, and the opinions and consents listed at Item 8 below are annexed hereto.

ITEM 8. Exhibits.

Exhibit
Number
5	Opinion of Thomas M. Duffy, Esq.
23(a)	Consent of KPMG LLP.
23(b)	Notice regarding consent of Arthur Andersen LLP, Independent Public Accountants.
23(c)	Consent of Thomas M. Duffy, Esq. (contained in opinion filed in Exhibit 5).
24	Power of Attorney (included in signature page of this registration statement).

II-2

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Decatur, State of Georgia, on this 28th day of July, 2003.

Allied Holdings, Inc.
By:	/s/ Hugh E. Sawyer
	Hugh E. Sawyer
	President and Chief Executive Officer
By:	/s/ Daniel H. Popky
	Daniel H. Popky
	Senior Vice President and Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas M. Duffy, Daniel H. Popky and Hugh E. Sawyer, and each of them (with full power in each to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this amendment to this registration statement has been signed by the following persons in the capacities indicated below on this 28th day of July, 2003.

Signature	Title
/s/ Robert J. Rutland Robert J. Rutland	Chairman and Director
/s/ Guy W. Rutland, III Guy W. Rutland, III	Chairman Emeritus and Director
/s/ Hugh E. Sawyer Hugh E. Sawyer	President, Chief Executive Officer and Director
/s/ Guy W. Rutland, IV Guy W. Rutland, IV	Director

II-3

Signature	Title
/s/ David G. Bannister David G. Bannister	Director
/s/ Robert R. Woodson Robert R. Woodson	Director
/s/ William P. Benton William P. Benton	Director
/s/ Berner F. Wilson, Jr. Berner F. Wilson, Jr.	Director
/s/ Thomas E. Boland Thomas E. Boland	Director
/s/ J. Leland Strange J. Leland Strange	Director

II-4

EXHIBIT INDEX

Exhibit
Number
5	Opinion of Thomas M. Duffy, Esq.
23(a)	Consent of KPMG LLP.
23(b)	Notice regarding consent of Arthur Andersen LLP, Independent Public Accountants.
23(c)	Consent of Thomas M. Duffy, Esq. (contained in opinion filed in Exhibit 5).
24	Power of Attorney (included in signature page of this registration statement).

II-5 EX-5 3 g84034exv5.txt EX-5 OPINION OF THOMAS M. DUFFY, ESQ. EXHIBIT 5 [ALLIED HOLDINGS LETTERHEAD] July 30, 2003 To the Board of Directors of Allied Holdings, Inc. 160 Clairemont Avenue Suite 200 Decatur, Georgia 30030 Gentlemen: As Senior Vice President, Secretary and General Counsel of Allied Holdings, Inc., a Georgia corporation (the "Company"), I have reviewed the proceedings in connection with the filing by the Company of a registration statement on Form S-8 with the Securities and Exchange Commission (the "Commission"), relating to the registration pursuant to the provisions of the Securities Act of 1933, as amended (the "Act"), of 350,000 additional shares (the "Shares") of the Company's Common Stock, no par value per share (the "Common Stock), reserved for issuance under the Allied Holdings, Inc. Amended and Restated 1999 Employee Stock Purchase Plan (the "Plan"). In the capacity described above, I have reviewed such documents and made such investigations as I have deemed appropriate in rendering this opinion. I am of the opinion that, subject to compliance with the pertinent provisions of the Securities Act of 1933, as amended, relating to the registration of the Shares, and compliance with such securities or "Blue Sky" laws of any jurisdiction as may be applicable, when certificates evidencing the Shares have been duly executed, countersigned, registered, issued and delivered in accordance with the terms of the Plan, the Shares will be duly and validly issued and outstanding, fully paid and non-assessable shares of Common Stock of the Company. I am a member of the Bar of the State of Georgia. In expressing the opinions set forth above, I am not passing on the laws of any jurisdiction other than the laws of the State of Georgia and the Federal law of the United States of America. I hereby consent to the filing of this opinion or copies thereof as an exhibit to the registration statement referred to above. Yours very truly /s/ Thomas M. Duffy Thomas M. Duffy Senior Vice-President Secretary and General Counsel EX-23.(A) 4 g84034exv23wxay.txt EX-23.(A) CONSENT OF KPMG LLP. EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT The Board of Directors Allied Holdings, Inc. We consent to the incorporation by reference in the registration statement on Form S-8 of Allied Holdings, Inc. of our report dated February 17, 2003 with respect to the consolidated balance sheet of Allied Holdings, Inc. and subsidiaries as of December 31, 2002 and the related consolidated statements of operations, stockholders' equity and cash flows for the year ended December 31, 2002, and the financial statement schedule. Our report refers to a change in accounting to adopt the provisions of statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets in 2002. Our report refers to our audit of the transitional disclosures required by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, to revise the 2001 and 2000 consolidated financial statements, as described in Note 7 to the consolidated financial statements. However, we were not engaged to audit, review or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such disclosures. /s/ KPMG LLP Atlanta, Georgia July 30, 2003 EX-23.(B) 5 g84034exv23wxby.txt EX-23.(B) NOTICE RE: CONSENT OF ARTHUR ANDERSEN EXHIBIT 23(b) NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP Section 11(a) of the Securities Act of 1933, as amended (the "Securities Act"), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant. On April 2, 2002, Allied Holdings, Inc. dismissed Arthur Andersen LLP ("Arthur Andersen") as its independent public accountant and appointed KPMG LLP to replace Arthur Andersen. Since that date, the Arthur Andersen Atlanta, Georgia office closed and did not renew its license to practice. As a result and after reasonable efforts, Allied Holdings has not been able to obtain a consent related to the Arthur Andersen opinion for the fiscal years ended December 31, 2001 and 2000 and to the incorporation by reference into this Registration Statement on Form S-8 Arthur Andersen's audit report for the Allied Holdings' consolidated financial statements for the fiscal years ended December 31, 2001 and December 31, 2000. Under these circumstances, Rule 437a under the Securities Act and Rule 2-02 of Regulation S-X promulgated by the Securities and Exchange Commission permit Allied Holdings, Inc. to file this Registration Statement on Form S-8 without a written consent from Arthur Andersen. As a result, however, Arthur Andersen will have no liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions of a material fact required to be stated therein. Accordingly, you would not be able to assert a claim against Arthur Andersen under Section 11(a) of the Securities Act. However, to the extent provided in Section 11(b)(3)(C) of the Securities Act, other persons who are liable under Section 11(a) of the Securities Act, including Allied Holdings' officers and directors, may still rely on Arthur Andersen's original audit reports as being made by an expert for purposes of establishing a due diligence defense under Section 11(b) of the Securities Act. -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5

                          [ALLIED HOLDINGS LETTERHEAD]

                                  July 30, 2003

To the Board of Directors of Allied Holdings, Inc.
160 Clairemont Avenue
Suite 200
Decatur, Georgia  30030


Gentlemen:

         As Senior Vice President, Secretary and General Counsel of Allied
Holdings, Inc., a Georgia corporation (the "Company"), I have reviewed the
proceedings in connection with the filing by the Company of a registration
statement on Form S-8 with the Securities and Exchange Commission (the
"Commission"), relating to the registration pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), of 350,000 additional shares
(the "Shares") of the Company's Common Stock, no par value per share (the
"Common Stock), reserved for issuance under the Allied Holdings, Inc. Amended
and Restated 1999 Employee Stock Purchase Plan (the "Plan"). In the capacity
described above, I have reviewed such documents and made such investigations as
I have deemed appropriate in rendering this opinion.

         I am of the opinion that, subject to compliance with the pertinent
provisions of the Securities Act of 1933, as amended, relating to the
registration of the Shares, and compliance with such securities or "Blue Sky"
laws of any jurisdiction as may be applicable, when certificates evidencing the
Shares have been duly executed, countersigned, registered, issued and delivered
in accordance with the terms of the Plan, the Shares will be duly and validly
issued and outstanding, fully paid and non-assessable shares of Common Stock of
the Company.

         I am a member of the Bar of the State of Georgia. In expressing the
opinions set forth above, I am not passing on the laws of any jurisdiction other
than the laws of the State of Georgia and the Federal law of the United States
of America. I hereby consent to the filing of this opinion or copies thereof as
an exhibit to the registration statement referred to above.

                                            Yours very truly

                                            /s/ Thomas M. Duffy

                                            Thomas M. Duffy
                                            Senior Vice-President
                                            Secretary and General Counsel

EX-23.(A)

                                                                   EXHIBIT 23(a)

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Allied Holdings, Inc.

We consent to the incorporation by reference in the registration statement on
Form S-8 of Allied Holdings, Inc. of our report dated February 17, 2003 with
respect to the consolidated balance sheet of Allied Holdings, Inc. and
subsidiaries as of December 31, 2002 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
2002, and the financial statement schedule. Our report refers to a change in
accounting to adopt the provisions of statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets in 2002.

Our report refers to our audit of the transitional disclosures required by
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, to revise the 2001 and 2000 consolidated financial
statements, as described in Note 7 to the consolidated financial statements.
However, we were not engaged to audit, review or apply any procedures to the
2001 and 2000 consolidated financial statements other than with respect to such
disclosures.

                                            /s/ KPMG LLP






Atlanta, Georgia
July 30, 2003

EX-23.(B)

                                                                   EXHIBIT 23(b)

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the "Securities Act"),
provides that if any part of a registration statement at the time such part
becomes effective contains an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, any person acquiring a security pursuant to
such registration statement (unless it is proved that at the time of such
acquisition such person knew of such untruth or omission) may sue, among others,
every accountant who has consented to be named as having prepared or certified
any part of the registration statement, or as having prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in such registration statement, report or
valuation which purports to have been prepared or certified by the accountant.

On April 2, 2002, Allied Holdings, Inc. dismissed Arthur Andersen LLP ("Arthur
Andersen") as its independent public accountant and appointed KPMG LLP to
replace Arthur Andersen. Since that date, the Arthur Andersen Atlanta, Georgia
office closed and did not renew its license to practice. As a result and after
reasonable efforts, Allied Holdings has not been able to obtain a consent
related to the Arthur Andersen opinion for the fiscal years ended December 31,
2001 and 2000 and to the incorporation by reference into this Registration
Statement on Form S-8 Arthur Andersen's audit report for the Allied Holdings'
consolidated financial statements for the fiscal years ended December 31, 2001
and December 31, 2000.

Under these circumstances, Rule 437a under the Securities Act and Rule 2-02 of
Regulation S-X promulgated by the Securities and Exchange Commission permit
Allied Holdings, Inc. to file this Registration Statement on Form S-8 without a
written consent from Arthur Andersen. As a result, however, Arthur Andersen will
have no liability under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen or any omissions of a material fact required to be stated
therein. Accordingly, you would not be able to assert a claim against Arthur
Andersen under Section 11(a) of the Securities Act. However, to the extent
provided in Section 11(b)(3)(C) of the Securities Act, other persons who are
liable under Section 11(a) of the Securities Act, including Allied Holdings'
officers and directors, may still rely on Arthur Andersen's original audit
reports as being made by an expert for purposes of establishing a due diligence
defense under Section 11(b) of the Securities Act.