8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OF 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 07, 2001

                                  ABC-NACO Inc.
                             (Debtor-In-Possession)
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                          0-22906                   36-3498749
- --------------------     ---------------------------        ----------------
(Jurisdiction of         (Commission File Number)           (IRS Employer
incorporation)                                               Identification No.)

                                  ABC-NACO Inc.
                           335 EISENHOWER LANE SOUTH,
                             LOMBARD, ILLINOIS 60148
     ----------------------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (630) 792-2010

Item 5.           Other Events

On December 7, 2001, ABC-NACO Inc. (the "Company") announced that it has agreed
to sell substantially all of its operating assets to TCF Railco Acquisition Corp
("TCF") for $75 million (subject to certain adjustments and assumption of
certain liabilities). The agreement for the sale of substantially all of the
Company's assets to TCF was entered into in accordance with the court-authorized
sales process. The agreement is subject to a confirmation hearing scheduled on
December 11, 2001, by the U.S. Bankruptcy Court for the Northern District of
Illinois. The sale is subject to review under the Hart-Scott-Rodino Antitrust
Improvements Act. The parties intend to close the sale as soon as possible after
the necessary approvals have been received. A copy of the press release issued
by the Company on December 7, 2001, is attached hereto as Exhibit 99.1 and is
incorporated in its entirety herein by reference.



On December 11, 2001, the Company announced that the U.S. Bankruptcy Court for
the Northern District of Illinois entered an order approving the sale of
substantially all of its of its operating assets to TCF. A copy of the press
release issued by the Company on December 11, 2001, is attached hereto as
Exhibit 99.2 and is incorporated in its entirety herein by reference.



Item 7.           Financial Statements and Exhibits.

       (c)      Exhibits

       Exhibit No.       Description

       99.1              Press Release of ABC-NACO Inc. dated December 07, 2001
       99.2              Press Release of ABC-NACO Inc. dated December 11, 2001

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  ABC-NACO Inc.

                                    By:   /s/ Wayne R. Rockenbach
                                          -------------------------------------
                                    Name: Wayne R. Rockenbach
                                    Title:   Chief Financial Officer


Dated:   December 17, 2001


                                  EXHIBIT INDEX

       Exhibit No.       Description

       99.1              Press Release of ABC-NACO Inc. dated December 07, 2001
       99.2              Press Release of ABC-NACO Inc. dated December 11, 2001



Safe Harbor Statement Under The Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts,
may be deemed to be forward-looking statements that are subject to change based
on various factors which may be beyond the control of ABC-NACO Inc. Accordingly,
actual results could differ



materially from those expressed or implied in any such forward-looking
statement. Factors that could affect actual results are described more fully in
the Company's Amended Annual Report on Form 10-K for the year ended December 31,
2000, under the caption "Cautionary Statement Concerning Forward Looking
Statements," and other risks described from time to time in the Company's
filings with the Securities and Exchange Commission. The Company undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made.

EX-99.1

Exhibit No. 99.1

          ABC-NACO TO SELL ASSETS TO TCF RAILCO ACQUISITION CORPORATION


LOMBARD, IL DECEMBER 7, 2001 - ABC-NACO Inc. announced that it has agreed to
sell all of its operating assets to TCF Railco Acquisition Corp ("TCF") for $75
million (subject to certain adjustments and assumption of certain liabilities).
The assets sold include all of the United States operating assets of the
Company's Rail Products, Track Products and Rail Services units together with
the stock of the Company's subsidiaries in Europe and its joint ventures in
China. The Canadian and Mexican subsidiaries in the Rail Products Group were not
included in this sale.

The sale of the assets to TCF was completed in accordance with the
court-authorized sales process and is subject to a confirmation hearing on
December 11, 2001 by the U.S. Bankruptcy Court for the Northern District of
Illinois. In addition, the sale is subject to review under the Hart-Scott-Rodino
Antitrust Improvements Act. The parties intend to close the sale as soon as
possible after the necessary approvals have been received.

Vaughn W. Makary, President and Chief Executive Officer of ABC-NACO, said, "Upon
completion of this sales process, ABC-NACO concluded that the TCF offer was the
highest or otherwise best submitted during the bidding and sale process. We look
forward to quickly closing the transaction in order to ensure a smooth
transition to the new ownership. We believe TCF will bring financial stability
to the Company allowing it to continue to provide outstanding products and
services to the worldwide rail industry."

TCF is owned by Three Cities Funds III, L.P. and affiliates (together, the
"Three Cities Funds"). The Three Cities Funds are primarily engaged in making
control investments in medium-sized companies, where its investment can lead to
a meaningful, positive influence on the future direction of the enterprise.

Willem de Vogel, a Partner of the Three Cities Funds stated, "We are very
excited about our new partnership with ABC-NACO. It offers very attractive
products and services to the rail industry. We plan to provide financial and
other resources to help the company improve and renew its operations and meet
its long-term strategic objectives."

As previously announced on October 18, 2001, ABC-NACO and its U.S. subsidiaries
voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of Illinois. The
cases have been assigned to the Honorable Judge Eugene R. Wedoff and are being
jointly administered under the Case No. 01 B 36484 for ABC-NACO Inc.

The Company is one of the world's leading suppliers of technologically advanced
products to the rail industry. The Company holds pre-eminent market positions in
the design, engineering and manufacture of high-performance freight car,
locomotive and



passenger suspension and coupling systems, wheels and mounted wheel sets. The
company also supplies railroad and transit infrastructure products and services
and technology-driven specialty track products.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:

The statements contained in this release, which are not historical facts, may be
deemed to be forward-looking statements that are subject to change based on
various factors, which may be beyond the control of ABC-NACO Inc. Accordingly,
actual results could differ materially from those expressed or implied in any
such forward-looking statement. Factors that could affect actual results are
described more fully in the Company's Amended Annual Report on Form 10-K/A for
the year ended December 31, 2000, under the captions "Recent Developments" and
"Regarding Forward Looking Statements," and other risks described from time to
time in the Company's filings with the Securities and Exchange Commission. The
Company undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made.

Contacts:

FOR ABC-NACO INVESTORS:
- -----------------------
Wayne R. Rockenbach

Senior Vice President and CFO

630-792-2010

FOR U.S./INTERNATIONAL MEDIA:
- -----------------------------
Wendy Bennett

Director Corporate Communications
630-792-2010

EX-99.2

Exhibit No. 99.2


 BANKRUPTCY COURT CONFIRMS SALE OF ASSETS TO TCF RAILCO ACQUISITION CORPORATION


LOMBARD, IL DECEMBER 11, 2001 - ABC-NACO Inc. announced that the U.S. Bankruptcy
Court for the Northern District of Illinois entered an order approving the
previously announced sale of certain of its assets to TCF Railco Acquisition
Corp ("TCF"). As announced previously, ABC-NACO agreed to sell all of its
operating assets to TCF for $75 million (subject to certain adjustments and
assumption of certain liabilities). The assets sold include all of the United
States operating assets of the Company's Rail Products, Track Products and Rail
Services units together with the stock of the Company's subsidiaries in Europe
and its joint ventures in China. The Canadian and Mexican subsidiaries in the
Rail Products Group were not included in this sale.

The sale of the assets to TCF was completed in accordance with the
court-authorized sales process. The sale is subject to review under the
Hart-Scott-Rodino Antitrust Improvements Act. The parties intend to close the
sale as soon as possible after the necessary approvals have been received.

After the closing, the assets purchased by TCF will operate under the ownership
of TCF. Certain assets that were not included in this sale will be liquidated
with the proceeds left in the debtor estate of ABC-NACO. These proceeds together
with the proceeds from the sale to TCF will be used to satisfy the claims of
ABC-NACO creditors. Since the Company has senior secured bank and other debt in
excess of $170 million, it is unlikely that there will be proceeds available to
satisfy the claims of unsecured creditors or to provide any recovery to
shareholders.

TCF is owned by Three Cities Funds III, L.P. and affiliates (together, the
"Three Cities Funds"). The Three Cities Funds are primarily engaged in making
control investments in medium-sized companies, where its investment can lead to
a meaningful, positive influence on the future direction of the enterprise.

As previously announced on October 18, 2001, ABC-NACO and its U.S. subsidiaries
voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of Illinois. The
cases have been assigned to the Honorable Judge Eugene R. Wedoff and are being
jointly administered under the Case No. 01 B 36484 for ABC-NACO Inc.

The Company is one of the world's leading suppliers of technologically advanced
products to the rail industry. The Company holds pre-eminent market positions in
the design, engineering and manufacture of high-performance freight car,
locomotive and passenger suspension and coupling systems, wheels and mounted
wheel sets. The Company also supplies railroad and transit infrastructure
products and services and technology-driven specialty track products.



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:

The statements contained in this release, which are not historical facts, may be
deemed to be forward-looking statements that are subject to change based on
various factors, which may be beyond the control of ABC-NACO Inc. Accordingly,
actual results could differ materially from those expressed or implied in any
such forward-looking statement. Factors that could affect actual results are
described more fully in the Company's Amended Annual Report on Form 10-K/A for
the year ended December 31, 2000, under the captions "Recent Developments" and
"Regarding Forward Looking Statements," and other risks described from time to
time in the Company's filings with the Securities and Exchange Commission. The
Company undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made.

Contacts:

FOR ABC-NACO INVESTORS:
- -----------------------
Wayne R. Rockenbach

Senior Vice President and CFO

630-792-2010

FOR U.S./INTERNATIONAL MEDIA:
- -----------------------------
Wendy Bennett

Director Corporate Communications

630-792-2010