S-8

As filed with the Securities and Exchange Commission on April 20, 2005

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

Allied Holdings, Inc. Amended and Restated Long-Term Incentive Plan
(Full title of the plan)

Thomas M. Duffy, Esq.
Executive Vice President, Secretary and General Counsel
Allied Holdings, Inc.
160 Clairemont Avenue, Suite 200
Decatur, Georgia 30030
(404) 373-4285
(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	150,000 shares	$	2.11	$	316,500	$	37.25

(1)	Pursuant to General Instruction E of Form S-8, this Registration Statement covers the registration of 150,000 shares of Common Stock in addition to shares previously registered under Registration Statement No. 333-51104 and Registration Statement No. 333-91942.
(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 Long-Term Incentive 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 $2.11 and $2.11 per share for the Common Stock as reported on the American Stock Exchange on April 15, 2005.

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. 333-51104 and Registration Statement No. 333-91942.

Part II — Information Required in the Registration Statement

     This Registration Statement on Form S-8 is being filed to register 150,000 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 Long-Term Incentive Plan (the “Plan”). A total of 2,000,000 shares of the Common Stock reserved under the Plan have previously been registered on Registration Statements on Form S-8 (Registration No. 333-51104, filed on June 6, 2001 and Registration No. 333-91942, filed on July 3, 2002) (collectively, 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 No.	Description
5	Opinion of Thomas M. Duffy, Esq.
23(a)	Consent of KPMG LLP.
23(c)	Consent of Thomas M. Duffy, Esq. (contained in opinion filed in Exhibit 5).
24	Powers of Attorney (contained on the signature page hereof).

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 20th day of April, 2005.

Allied Holdings, Inc.
By:	/s/ Hugh E. Sawyer
	Hugh E. Sawyer
	President and Chief Executive Officer (principal executive officer)

By:	/s/ Thomas H. King
	Thomas H. King
	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas M. Duffy, Thomas H. King 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 Registration Statement has been signed by the following persons in the capacities indicated below on this 20th day of April, 2005.

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

2

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

3

INDEX TO EXHIBITS

Exhibit No.	Description
5	Opinion of Thomas M. Duffy, Esq.
23(a)	Consent of KPMG LLP.

4

EX-5

EXHIBIT 5

April 19, 2005

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

Gentlemen:

     As Executive Vice President, General Counsel and Secretary 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 150,000 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 Long-Term Incentive 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 and the respective stock option and or restricted stock agreements entered into under and in accordance with 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/s Thomas M. Duffy
Thomas M. Duffy
Executive Vice-President,
General Counsel and Secretary
 

EX-23.(A)

EXHIBIT 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 April 15, 2005, with respect to the consolidated balance sheets of Allied Holdings, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ (deficit) equity and cash flows for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, which report appears in the Allied Holdings, Inc. 2004 Annual Report on Form 10-K.

/s/ KPMG LLP                                        

Atlanta, Georgia
April 19, 2005