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)          June 17, 2005          

ALLIED HOLDNGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Georgia	0-22276	58-0360550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

160 Clairemont Avenue, Suite 200, Decatur, Georgia		30030
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code                    (404) 373-4285                    

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:

     o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.4(A) FIRST AMENDMENT TO THE ALLIED HOLDINGS,INC.,EMPLOYEE STOCK PURCHASE PLAN
EX-99.1 PRESS RELEASE DATED JUNE 17,2005

Item 1.01 Entry into a Material Definitive Agreement.

     On June 21, 2005, Allied Holdings, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated 1999 Employee Stock Purchase Plan (the “Plan”), to suspend the Plan, effective immediately. As a result, all payroll deductions made pursuant to the Plan shall be immediately discontinued and the entire amount of each participant’s account under the Plan will be returned to such participant and will not be used to purchase shares of the Company’s common stock. The Amendment suspends but does not terminate the Plan. As a result, the Company may recommence payroll deductions and stock purchases under the Plan at a later date by further amending the Plan.

     In addition effective immediately the Amendment terminates the twelve (12) calendar months holding period with regard to shares purchased under the Plan and eliminates any Plan restrictions on transfer on any shares outstanding or issued under the Plan.

     A copy of the Amendment is filed with this Current Report as Exhibit 10.4(a) and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On June 17, 2005, the Company filed an application with the Securities and Exchange Commission (the “Commission”) to voluntarily delist its common stock from trading on the American Stock Exchange (the “Amex”) and has requested that the Amex to suspend trading in the Company’s common stock if and at the time that the Commission grants the Company’s request to withdraw its common stock from listing. The Company expects to receive an order from the Commission with respect to its delisting application in July 2005.

     The Company anticipates that upon termination of the listing of its common stock on the Amex, its common stock will be quoted on the Over-the-Counter Bulletin Board. However, the Company can not provide any assurance that any broker will make a market in the Company’s common stock following its proposed delisting from the Amex.

     A copy of the press release announcing the filing of the delisting application with the Commission is filed with this Current Report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

10.4	(a)	First Amendment to the Allied Holdings, Inc. Amended and Restated 1999 Employee Stock Purchase Plan.
99.1		Press Release of the Company dated June 17, 2005, Regarding the Filing of the Delisting Application with the Commission.

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.

	ALLIED HOLDINGS, INC.
Dated: June 22, 2005	By:	s/s THOMAS H. KING
		Name:	Thomas H. King
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	10.4	(a)	First Amendment to the Allied Holdings, Inc. Amended and Restated 1999 Employee Stock Purchase Plan.
	99.1		Press Release of the Company dated June 17, 2005, Regarding the Filing of the Delisting Application with the Commission.

EX-10.4(A)

FIRST AMENDMENT TO THE
ALLIED HOLDINGS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN

      WHEREAS, Allied Holdings, Inc. (the “Company”) sponsors the Allied Holdings, Inc. 1999 Stock Purchase Plan (the “Plan”), for the exclusive benefit of eligible employees;

      WHEREAS, pursuant to Plan Section 7.9, the Compensation Committee of the Board of Directors (the “Committee”) has been granted the power to amend the Plan;

      WHEREAS, pursuant to Plan Section 7.10, the Committee has been granted the power to suspend the Plan; and

      WHEREAS, the Committee deems it to be in the best interest of Plan participants to suspend the Plan effective as of June 21, 2005, such that no new options shall be granted under the Plan and no outstanding options shall be exercised under the Plan on or after such date.

      NOW, THEREFORE, the Plan is amended as follows:

1.

      A new Section 4.3 shall be added to the end of Article IV of the Plan, to read as follows.

      4.3 Suspension of Plan

      Notwithstanding anything in this Plan to the contrary, no Options to purchase Shares shall be granted under the Plan, and no outstanding Options shall be exercised under the Plan, during the period beginning on April 1, 2005 (the “Suspension Date”) and ending as of the effective date of an amendment to the Plan to remove this Section 4.3. As soon as practicable following the Suspension Date, all payroll deductions made pursuant to Section 3.3(A) shall discontinue, and the entire amount of each Participant’s Account under Section 3.3(D) shall be returned to the Participant and shall not be used to purchase Shares under the Plan. In addition, any Holding Period or other restriction imposed under Section 4.2(B)(iv), which is in effect as of June 21, 2005, with respect to any Shares purchased pursuant to the Plan, shall expire or lapse, as the case may be, effective as of such date.

2.

      All parts of the Plan not inconsistent herewith are hereby ratified and affirmed.

[Signatures begin on following page.]

      IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the ___ day of ___, 2005.

COMPANY:


ALLIED HOLDINGS, INC.
 

By:  

Title:  

ATTEST:
 

By:  

Title:  

EX-99.1

Exhibit 99.1

Contact
Thomas H. King
Executive Vice President and
Chief Financial Officer
(404) 687-5905

ALLIED HOLDINGS, INC. VOLUNTARILY FILES TO DELIST ITS
COMMON STOCK FROM THE AMERICAN STOCK EXCHANGE

Decatur, Georgia, June 17, 2005 – Allied Holdings, Inc. (AMEX:AHI) announced today that it has filed an application with the SEC to voluntarily delist its common from trading on the American Stock Exchange (“Amex”) and has asked the Amex to suspend trading in the Company’s common stock if and at the time that the SEC grants Allied’s application to withdraw its common stock from listing. Allied expects to receive an order from the SEC with respect to its delisting application in July 2005.

Allied anticipates that upon the termination of the listing of its common stock on the Amex, its common stock will be quoted on the over-the-counter bulletin board under the symbol [AHI.OB], however Allied can not give any assurance that any broker will make a market in the Company’s common stock.

As previously announced, Allied has been operating under a plan that was approved by the Amex in February 2005 in order to bring Allied’s shareholders’ equity above the continued listing requirements of the Amex by May 2006. Allied filed a notice to voluntarily delist its common stock from trading on the Amex because the Company does not currently believe that it will comply with the plan as previously submitted to the Amex.

About Allied Holdings

Allied Holdings, Inc. is the parent company of several subsidiaries engaged in providing distribution and transportation services of new and used vehicles to the automotive industry. The services of Allied’s subsidiaries span the finished vehicle continuum, and include car-hauling, intramodal transport, inspection, accessorization and dealer prep. Allied, through its subsidiaries, is the leading company in North America specializing in the delivery of new and used vehicles.

Statements in this press release that are not strictly historical are “forward looking” statements. Such statements include, without limitations, any statements containing the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “seek,” and similar expressions. Investors are cautioned that such statements, including statements regarding approval of its delisting application by the SEC, the date its common stock will be delisted from the American Stock Exchange and whether its common stock will be quoted on the over-the-counter market. Without limitation, these risks and uncertainties include economic recessions or extended or more severe downturns in new vehicle production or sales, the highly competitive nature of the automotive distribution industry, the ability of the Company to comply with the terms of its

current debt and customer agreements,, the Company’s ability to successfully implement internal controls and procedures that remediate the material weakness and insure timely and accurate financial reports, the ability of the Company to obtain financing in the future and the Company’s highly leveraged financial position. Investors are urged to carefully review and consider the various disclosures made by the Company in this press release and in the Company’s reports filed with the Securities and Exchange Commission.

NOTE: For additional information about Allied, please visit our website at www.alliedholdings.com.