UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 25, 2004

OR

		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                          to

Commission File Number 333-118086

AMES TRUE TEMPER, INC.

(Exact name of registrant as specified in its charter)

DELAWARE				22-2335400
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
465 Railroad Avenue, Camp Hill, Pennsylvania				17011
(Address of principal executive offices)				(Zip Code)

(717) 737-1500
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes     No

As of February 4, 2005, the Registrant had 1,000 shares of its common stock, $1.00 par value, outstanding.

ATT HOLDING CO.

INDEX

PART I. FINANCIAL INFORMATION								Page No.
Item 1.				FINANCIAL STATEMENTS
				Condensed Consolidated Balance Sheets of ATT Holding Co. as of December 25, 2004 (unaudited) and as of September 25, 2004					1
				Condensed Consolidated Statements of Operations of ATT Holding Co. for the thirteen week periods ended December 25, 2004 and December 27, 2003 (Predecessor) — unaudited					2
				Condensed Consolidated Statements of Cash Flows of ATT Holding Co. for the thirteen weeks ended December 25, 2004 and December 27, 2003 (Predecessor) — unaudited					3
				Notes to Consolidated Condensed Financial Statements — Unaudited					4
Item 2.				MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					11
Item 3.				QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK					16
Item 4.				CONTROLS AND PROCEDURES					17
PART II. OTHER INFORMATION AND SIGNATURE
Item 1.				LEGAL PROCEEDINGS					18
Item 2.				UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS					18
Item 3.				DEFAULTS UPON SENIOR SECURITIES					18
Item 4.				SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS					18
Item 5.				OTHER INFORMATION					18
Item 6.				EXHIBITS					18
SIGNATURE									20

---

Item 1.    Financial Statements

ATT Holding Co.
Condensed Consolidated Balance Sheets
(In Thousands)

				December 25, 2004				September 25, 2004
				(unaudited)
Assets
Current assets:
Cash and cash equivalents				$	2,615			$	1,250
Trade receivables, net					46,337				57,904
Inventories					113,932				98,217
Deferred income taxes					4,518				4,387
Prepaid expenses and other current assets					8,738				6,289
Total current assets					176,140				168,047
Property, plant and equipment, net					63,300				63,677
Pension asset					235				247
Intangibles, net					82,131				82,291
Goodwill					158,127				156,563
Other noncurrent assets					12,960				12,412
Total assets				$	492,893			$	483,237
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable				$	34,912			$	28,926
Accrued payroll and related taxes					3,480				3,593
Accrued interest payable					8,572				4,804
Accrued expenses and other current liabilities					20,769				21,881
Revolving loan					7,100				6,300
Current portion of long-term debt					1,400				1,400
Total current liabilities					76,233				66,904
Deferred income taxes					25,619				26,010
Long-term debt					288,250				288,600
Other liabilities					10,332				10,334
Total liabilities					400,434				391,848
Stockholders' equity:
Preferred stock-Series A					—				—
Common stock-Class A					—				—
Common stock-Class B					—				—
Additional paid-in capital					110,500				110,500
Predecessor basis adjustment					(13,539	)			(13,539	)
Retained earnings deficit					(8,940	)			(7,820	)
Accumulated other comprehensive income					4,438				2,248
Total stockholders' equity					92,459				91,389
Total liabilities and stockholders' equity				$	492,893			$	483,237

See accompanying notes.

1

---

ATT Holding Co.
Condensed Consolidated Statements of Operations
(In Thousands)

								Predecessor
				Thirteen weeks ended December 25, 2004				Thirteen weeks ended December 27, 2003
				(unaudited)
Net sales				$	82,046			$	84,415
Cost of goods sold					60,985				61,714
Gross profit					21,061				22,701
Selling, general, and administrative expenses					16,624				16,693
(Gain) loss on disposal of fixed assets					(19	)			12
Amortization of intangible assets					414				1,137
Operating income					4,042