##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    000-51562
  AMERICAN COMMERCIAL LINES
    INC.
 (Exact name of registrant as
    specified in its charter)
  
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

75-3177794(I.R.S. Employer
    Identification No.)1701 East Market Street
    Jeffersonville, Indiana(Address of Principal
    Executive Offices)

47130(Zip Code)   (812) 288-0100
 (Registrants telephone
    number, including area code)
  Not applicable
 (Former name, former address and
    former fiscal year, if changed since last report)
   þ o
    Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
  þ o




---



##### 





AMERICAN
    COMMERCIAL LINES INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
 FOR THE
    QUARTERLY PERIOD ENDED MARCH 31, 2008
  TABLE OF
    CONTENTS
   
 PagePART I FINANCIAL INFORMATIONItem 1:


Financial Statements (unaudited)


2Condensed Consolidated Income Statements


2Condensed Consolidated Balance Sheets


3Condensed Consolidated Statements of Cash
    Flows


4Condensed Consolidated Statement of
    Stockholders Equity


5Notes to Condensed Consolidated Financial
    Statements


6Item 2:


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


16Item 3:


Quantitative and Qualitative Disclosures About
    Market Risk


35Item 4:


Controls and Procedures


35PART II OTHER INFORMATIONItem 1:


Legal Proceedings


36Item 1A:


Risk Factors


36Item 2:


Unregistered Sales of Securities and Use of
    Proceeds


44Item 3:


Defaults on Senior Securities


44Item 4:


Submission of Matters to a Vote of Security
    Holders


44Item 6:


Exhibits


45Signatures


46Certification by CEOCertification by CFOCertification by CEOCertification by CFO   1




---



##### 



PART I 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED
    CONSOLIDATED INCOME STATEMENTS
  Quarter Ended March 31,2008


2007(Unaudited)(In thousands, except shares and per share amounts)RevenuesTransportation and Services

$
206,454


$
176,129Manufacturing


64,062



52,115Revenues


270,516



228,244Cost of SalesTransportation and Services


181,038



140,604Manufacturing


59,845



49,213Cost of Sales


240,883



189,817Gross Profit


29,633



38,427Selling, General and Administrative Expenses


20,073



16,431Operating Income


9,560



21,996Other Expense (Income)Interest Expense


6,732



3,181Debt Retirement Expenses






21,749Other, Net


(850
)


(1,230
)Other Expenses


5,882



23,700Income (Loss) from Continuing Operations Before Taxes


3,678



(1,704
)Income Taxes (Benefit)


1,375



(638
)Income (Loss) from Continuing Operations


2,303



(1,066
)Discontinued Operations, Net of Tax


12



(46
)Net Income (Loss)

$
2,315


$
(1,112
)Basic Earnings (Loss) Per Common Share:Income (Loss) from continuing operations

$
0.05


$
(0.02
)Income (Loss) from discontinued operations, net of tax






Basic Earnings (Loss) Per Common Share

$
0.05


$
(0.02
)Earnings (Loss) Per Common Share  Assuming
    Dilution:Income (Loss) from continuing operations

$
0.05


$
(0.02
)Income (Loss) from discontinued operations, net of tax






Earnings (Loss) Per Common Share  Assuming
    Dilution

$
0.05


$
(0.02
)Weighted Average Shares OutstandingBasic


50,078,434



61,348,811Diluted


50,924,915



61,348,811    2




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2008


2007(Unaudited)(In thousands, except shares and and per share amounts)ASSETSCurrent AssetsCash and Cash Equivalents

$
6,859


$
5,021Accounts Receivable, Net


125,371



114,921Inventory


96,888



70,890Deferred Tax Asset


3,010



2,582Prepaid and Other Current Assets


42,460



26,661Total Current Assets


274,588



220,075Properties, Net


510,774



511,832Investment in Equity Investees


3,436



3,456Other Assets


25,775



25,448Total Assets

$
814,573


$
760,811LIABILITIESCurrent LiabilitiesAccounts Payable

$
57,984


$
61,130Accrued Payroll and Fringe Benefits


15,615



15,720Deferred Revenue


24,254



17,824Accrued Claims and Insurance Premiums


16,957



15,647Accrued Interest


1,859



1,688Current Portion of Long Term Debt


750



Customer Deposits


11,636



5,596Other Liabilities


31,823



32,036Total Current Liabilities


160,878



149,641Long Term Debt


472,850



439,760Pension Liability


6,704



5,252Deferred Tax Liability


30,815



26,569Other Long Term Liabilities


14,399



14,198Total Liabilities


685,646



635,420STOCKHOLDERS EQUITYCommon stock; authorized 250,000,000 shares at
    $.01 par value; 63,013,825 and 62,549,666 shares
    issued and outstanding as of March 31, 2008 and
    December 31, 2007, respectively


630



626Treasury Stock 12,574,412 and 12,407,006 shares at
    March 31, 2008 and December 31, 2007, respectively


(312,457
)


(309,517
)Other Capital


283,511



279,266Retained Earnings


150,223



148,426Accumulated Other Comprehensive Income


7,020



6,590Total Stockholders Equity


128,927



125,391Total Liabilities and Stockholders Equity

$
814,573


$
760,811    3




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
  Quarter Ended March 31,2008


2007(Unaudited)(In thousands)OPERATING ACTIVITIESNet Income (Loss)

$
2,315


$
(1,112
)Adjustments to Reconcile Net Income (Loss) to Net CashUsed in Operating Activities:Depreciation and Amortization


12,646



12,211Debt Retirement Costs






21,749Debt Issuance Cost Amortization


196



156Deferred Taxes


4,246



4,986Gain on Property Dispositions


(347
)


(1,625
)Share-Based Compensation


1,977



1,427Other Operating Activities


547



(25
)Changes in Operating Assets and Liabilities:Accounts Receivable


(10,029
)


218Inventory


(25,113
)


(11,359
)Accrued Interest


161



(3,417
)Other Current Assets


(3,424
)


(4,326
)Accounts Payable


(1,349
)


(6,068
)Other Current Liabilities


9,889



(18,842
)Net Cash Used in Operating Activities before Reorganization Items


(8,285
)


(6,027
)Reorganization Items Paid






(9
)Net Cash Used in Operating Activities


(8,285
)


(6,036
)INVESTING ACTIVITIESProperty Additions


(12,075
)


(6,630
)McKinney Acquisition






(15,486
)Deposit on Purchase of Remaining Interest in Summit Contracting


(8,462
)


Proceeds from Property Dispositions


556



3,273Other Investing Activities


(354
)


(645
)Net Cash Used in Investing Activities


(20,335
)


(19,488
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings


33,850



164,8002015 Senior Note Repayments






(119,500
)Tender Premium Paid






(18,390
)Outstanding Checks


(1,798
)


(9,261
)Debt Costs


(981
)


Tax Benefit of Share Based Compensation


1,722



9,746Exercise of Stock Options


605



1,831Acquisition of Treasury Stock


(2,940
)


(5,752
)Net Cash Provided by Financing Activities


30,458



23,474Net Increase (Decrease) in Cash and Cash Equivalents


1,838



(2,050
)Cash and Cash Equivalents at Beginning of Period


5,021



5,113Cash and Cash Equivalents at End of Period

$
6,859


$
3,063    4




---



##### 



AMERICAN
    COMMERCIAL LINES INC.CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS
    EQUITY
  AccumulatedOtherCommon Stock


Treasury


Other


Retained


ComprehensiveShares


Amount


Stock


Capital


Earnings


Income


Total(Unaudited)(Shares and dollars in thousands)Balance at December 31, 2007


50,143


$
626


$
(309,517
)

$
279,266


$
148,426


$
6,590


$
125,391Adjustment to Opening Retained Earnings for Change in Pension
    and Post Retirement Valuation Date per SFAS 158, Net of Tax


















(518
)






(518
)Adjusted Balance at December 31, 2007


50,143



626



(309,517
)


279,266



147,908



6,590



124,873Amortization of Restricted Stock, Stock Options, Performance
    Shares and Restricted Stock Units














1,976











1,976Excess Tax Benefit of Share-based Compensation














1,722











1,722Exercise of Stock Options


290



3







602











605Issuance of Restricted Stock Units and Performances Shares


173



1







(1
)










Acquisition of Treasury Stock


(167
)






(2,940
)














(2,940
)Comprehensive Income:Net Income


















2,315







2,315Unrealized Gain on Fuel Swaps Designated as Cash Flow Hedging
    Instruments, Net of Tax






















430



430Other














(54
)










(54
)Total Comprehensive Income





$



$



$
(54
)

$
2,315


$
430


$
2,691Balance at March 31, 2008

$
50,439


$
630


$
(312,457
)

$
283,511


$
150,223


$
7,020


$
128,927    5




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Dollars in thousands, except as otherwise indicated)
  Note 1.
    Reporting
    Entity and Accounting Policies        Form 10-Q Regulation S-X.
       6




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      instrument-by-instrument
   7




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Form 10-K
    Note 2.
    Earnings
    Per Share   8




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008


2007Weighted average common shares outstanding (used to calculate
    basic EPS)


50,078



61,349Dilutive effect of share-based compensation(1)


847



Fully diluted shares


50,925



61,349Shares used to compute fully diluted EPS


50,925



61,349     (1)
    
    Due to strike prices in excess of market, 585 options are
    excluded as anti-dilutive in 2008. Due to the loss in 2007, the
    1,723 potentially dilutive shares would be anti-dilutive and
    are, therefore, excluded in that period.  Note 3.
    Debt  March 31,


December 31,2008


2007Revolving Credit Facility

$
472,850


$
439,000Elliott Bay Note


750



760Long Term Debt


473,600



439,760Less Current Portion of Long Term Debt


750



Long Term Debt

$
472,850


$
439,760      9




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 4.
    Inventory    March 31,


December 31,2008


2007Raw Materials

$
34,195


$
19,009Work in Process


33,227



25,203Parts and Supplies


29,466



26,678$
96,888


$
70,890   Note 5.
    Income
    Taxes       10




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6.
    Employee
    Benefit Plans    Quarter Ended March 31,2008


2007Pension Components:Service cost

$
1,327


$
1,242Interest cost


2,356



2,251Expected return on plan assets


(2,971
)


(2,900
)Amortization of unrecognized losses


14



Net periodic benefit cost

$
726


$
593Post-retirement Components:Service cost

$
27


$
49Interest cost


136



142Amortization of net gain


(61
)


(5
)Net periodic benefit cost

$
102


$
186     Note 7.
    Business
    Segments    Form 10-K
   11




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Statement
    of Operating Income by Reportable Segment
  Reportable Segments


All Other


IntersegmentTransportation


Manufacturing


Segments


Elimination


TotalQuarter ended March 31, 2008Total revenue

$
204,937


$
64,553


$
1,930


$
(904
)

$
270,516Intersegment revenues


116



491



297



(904
)


Revenue from external customers


204,821



64,062



1,633







270,516Operating expenseMaterials, supplies and other


77,427















77,427Rent


6,205















6,205Labor and fringe benefits


27,049















27,049Fuel


54,240















54,240Depreciation and amortization


11,907















11,907Taxes, other than income taxes


4,144















4,144Gain on disposition of equipment


(359
)














(359
)Cost of goods sold






59,845



425







60,270Total cost of sales


180,613



59,845



425







240,883Selling, general & administrative


17,820



888



1,365







20,073Total operating expenses


198,433



60,733



1,790







260,956Operating income (loss)

$
6,388


$
3,329


$
(157
)

$



$
9,560Quarter ended March 31, 2007Total revenue

$
176,250


$
52,680


$



$
(686
)

$
228,244Intersegment revenues


121



565







(686
)


Revenue from external customers


176,129



52,115











228,244Operating expenseMaterials, supplies and other


61,783















61,783Rent


5,973















5,973Labor and fringe benefits


25,097















25,097Fuel


34,019















34,019Depreciation and amortization


11,631















11,631Taxes, other than income taxes


3,726















3,726Gain on disposition of equipment


(1,625
)














(1,625
)Cost of goods sold






49,213











49,213Total cost of sales


140,604



49,213











189,817Selling, general & administrative


15,534



897











16,431Total operating expenses


156,138



50,110











206,248Operating income

$
19,991


$
2,005


$



$



$
21,996  12




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Financial
    Instruments and Risk Management    AverageGallons


FixedSettlement Date

Hedged


PriceMarch


600,000



2.61April


800,000



2.71May


800,000



2.71June


800,000



2.71July


600,000



2.74August


400,000



2.88September


200,000



2.994,200,000   Note 9.
    Contingencies     13




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      e-mail Form 8-K
  Note 10.
    Share-Based
    Compensation    Note 11.
    Acquisitions
    and Dispositions  Gulf-region
  14




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Current Assets

$
961Properties  Net


12,512Goodwill


2,100Purchase Price

$
15,573         Note 12.
    Subsequent
    Event   15




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  This MD&A includes certain forward-looking
    statements that involve many risks and uncertainties. When
    used, words such as anticipate, expect,
    believe, intend, may be,
    will be and similar words or phrases, or the
    negative thereof, unless the context requires otherwise, are
    intended to identify forward-looking statements. These
    forward-looking statements are based on managements
    present expectations and beliefs about future events. As with
    any projection or forecast, these statements are inherently
    susceptible to uncertainty and changes in circumstances. The
    Company is under no obligation to, and expressly disclaims any
    obligation to, update or alter its forward-looking statements
    whether as a result of such changes, new information, subsequent
    events or otherwise.
  See the risk factors included in Item 1A of this report
    for a detailed discussion of important factors that could cause
    actual results to differ materially from those reflected in such
    forward-looking statements. The potential for actual results to
    differ materially from such forward-looking statements should be
    considered in evaluating our outlook.
  INTRODUCTION
    Overview.
  Results of Operations.
  Liquidity and Capital Resources.
  Changes in Accounting Standards.
  Critical Accounting Policies. Form 10-K
  Quantitative and Qualitative Disclosures about Market
    Risk. Form 10-K
  OVERVIEW
  Our
    Business
   16




---



##### 



Trac
      The
    Industry
  Transportation Industry:
 17




---



##### 



TOP 5
    CARRIERS BY FLEET SIZE
    (as of December 31, 2007)
  % of


AverageUnits


Barges


Age (Yrs)Dry Cargo BargesIngram Barge Company


3,715



20.6
%


16.0AEP River Operations


2,604



14.4
%


10.6American Commercial Lines


2,440



13.5
%


20.3American River Transportation Company


2,069



11.5
%


25.7Cargo Carriers


923



5.1
%


15.4Top 5 Dry Carriers


11,751



65.2
%


17.3Total Industry


18,029



100.0
%


16.1Liquid Cargo BargesKirby Corporation


912



31.8
%


24.2American Commercial Lines


371



12.9
%


22.8Marathon Ashland Petroleum LLC


180



6.3
%


19.7Canal Barge Company, Inc.


170



5.9
%


11.9Ingram Barge Company


165



5.8
%


29.6Top 5 Liquid Carriers


1,798



62.7
%


22.8Total Industry


2,866



100.0
%


21.8  Source:
      ton-miles,
 18




---



##### 



Source:
    U.S. Army Corps of Engineers Waterborne Commerce Statistics
    Center
  The Manufacturing Industry:
  Consolidated
    Financial Overview
       19




---



##### 



ton-mile
        Transportation
     20




---



##### 



ton-miles ton-miles, ton-miles
      ton-miles
    Key
    operating statistics
  Quarter Ended March 31,


% Change to2008


2007


2007Ton-miles
    (000s):Total Dry


8,118,444



8,523,012



(4.7
)%Total Liquid


762,285



772,277



(1.3
)%Total affreightment
    ton-miles


8,880,729



9,295,289



(4.5
)%Total
    ton-miles
    non-affreightment


1,144,685



928,540



23.3
%Total
    ton-miles


10,025,414



10,223,829



(1.9
)%Ton-mile
    average:Dry affreightment barge


3,391



3,303



2.7
%Rates per ton mile/Revenues per average barge:Increase in dry rate per
    ton-mile










14.3
%Increase in fuel neutral dry rate per
    ton-mile










5.1
%Increase in liquid rate per
    ton-mile










23.4
%Increase in fuel neutral liquid rate per
    ton-mile










6.7
%Overall rate per
    ton-mile

$
16.17


$
13.93



16.1
%Overall fuel neutral rate per
    ton-mile

$
14.71


$
13.93



5.6
%Revenue per average barge operated

$
73,255


$
59,644



22.8
%Fuel Price and Volume Data:Fuel Price

$
2.81


$
1.77



59.3
%Fuel Gallons


19,288



19,265



0.1
%Revenue data (in thousands):Affreightment revenue

$
143,374


$
129,355



10.8
%Towing


20,218



12,640



60.0
%Charter and day rate


19,209



13,089



46.8
%Demurrage


11,658



12,324



(5.4
)%Other


10,362



8,721



18.8
%Total non-affreightment


61,447



46,774



31.4
%Total transportation segment revenue

$
204,821


$
176,129



16.3
%  21




---



##### 



Barge
    Fleet Changes
  Barges-Current Quarter

Dry


Tankers


TotalBarges operated as of the end of 2007


2,440



388



2,828Retired


(42
)


(4
)


(46
)Purchased


1







1Change in number of barges leased


(19
)






(19
)Barges operated as of the end of the 1st qtr of 2008


2,380



384



2,764     Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number


Age1,950 or less


57



31.2Less than 4,300


22



33.8Less than 6,200


43



33.37,000 or over


15



30.7Total/overall age


137



32.2       ton-miles
 22




---



##### 



ton-miles
  ton-mile
  ton-mile
    Manufacturing:
  Manufacturing
    segment units produced for external sales or internal
    use
  Quarter Ended March 31,2008


2007External sales:Liquid tank barges:Ocean tank barges


1



Liquid tank barges


9



7Dry cargo barges


79



82Total external units sold


89



89     Consolidated Financial Overview 
    Non-GAAP Financial Measure Reconciliation
 23




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    NET INCOME TO EBITDA RECONCILIATION
    (Dollars in thousands)
    (Unaudited)
  Quarter Ended March 31,2008


2007Net Income (Loss) from Continuing Operations

$
2,303


$
(1,066
)Discontinued Operations, Net of Income Taxes


12



(46
)Consolidated Net Income (Loss)

$
2,315


$
(1,112
)Adjustments from Continuing Operations:Interest Income


(50
)


(24
)Interest Expense


6,732



3,181Debt Retirement Expenses






21,749Depreciation and Amortization


12,646



12,211Taxes


1,375



(638
)Adjustments from Discontinued Operations:Interest Income


(19
)


(54
)Depreciation and Amortization






Taxes


7



(28
)EBITDA from Continuing Operations


23,006



35,413EBITDA from Discontinued Operations






(128
)Consolidated EBITDA

$
23,006


$
35,285EBITDA from Continuing Operations by Segment:Transportation Net Loss

$
(1,010
)

$
(3,360
)Interest Income


(48
)


(24
)Interest Expense


6,732



3,181Debt Retirement Expenses






21,749Depreciation and Amortization


11,907



11,631Taxes


1,375



(638
)Transportation EBITDA

$
18,956


$
32,539Manufacturing Net Income

$
3,507


$
2,446Interest Income






Interest Expense






Depreciation and Amortization


654



580Taxes






Total Manufacturing EBITDA


4,161



3,026Intersegment Profit


(147
)


(152
)External Manufacturing EBITDA

$
4,014


$
2,874    24




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##### 



Outlook
  Transportation:
    
    Dry cargo barge retirements in the first quarter of 2008 totaled
    42 barges, bringing the total number of retirements in 2006
    through the first quarter of 2008 to 528 units, or almost
    20% of the Companys previously existing dry cargo fleet.
    We expect approximately 150 additional barge reductions in our
    dry fleet in 2008. We have significantly reduced production of
    new dry cargo barges to be built during 2008 for our
    transportation division at our shipyard and expect that
    increasing the efficiency of the existing fleet should
    compensate for the scrapping of older barges in the near term.
    We have increased the number of liquid tank barges to be built
    at our shipyard later in 2008, in order to add approximately 15%
    to our existing liquid tank barge barrel capacity to accommodate
    accelerated growth in our liquids division.
    In August 2007 we established a headquarters location in
    Houston, Texas for our liquids division to more directly service
    the majority of our primary liquids customers and prospects.
    We continue replacing certain seasonal dry cargo spot business
    with more ratable long-term contract business.       25




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##### 



26




---



##### 



27




---



##### 



Manufacturing.
 28




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##### 



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Quarter Ended March 31, 2008 as compared with Quarter Ended
    March 31, 2007
  % of ConsolidatedRevenueQuarter Ended March 31,





1st Quarter2008


2007


Variance


2008


2007(Dollars in thousands except where noted)(Unaudited)REVENUETransportation and Services

$
206,454


$
176,129


$
30,325



76.3
%


77.2
%Manufacturing (external and internal)


64,553



52,680



11,873



23.9
%


23.1
%Intersegment manufacturing elimination


(491
)


(565
)


74



(0.2
)%


(0.3
)%Consolidated Revenue


270,516



228,244



42,272



100.0
%


100.0
%OPERATING EXPENSETransportation and Services


200,223



156,138



44,085Manufacturing (external and internal)


61,077



50,523



10,554Intersegment manufacturing elimination


(344
)


(413
)


69Consolidated Operating Expense


260,956



206,248



54,708



96.5
%


90.4
%OPERATING INCOMETransportation and Services


6,231



19,991



(13,760
)Manufacturing (external and internal)


3,476



2,157



1,319Intersegment manufacturing elimination


(147
)


(152
)


5Consolidated Operating Income


9,560



21,996



(12,436
)


3.5
%


9.6
%Interest Expense


6,732



3,181



3,551Debt Retirement Expenses






21,749



(21,749
)Other Expense (Income)


(850
)


(1,230
)


380Income (Loss) Before Income Taxes


3,678



(1,704
)


5,382Income Taxes (Benefit)


1,375



(638
)


2,013Discontinued Operations


12



(46
)


58Net Income (Loss)

$
2,315


$
(1,112
)

$
3,427Domestic Barges Operated (average of period beginning and end)


2,796



2,953



(157
)Revenue per Barge Operated (Actual)

$
73,255


$
59,644


$
13,611   RESULTS
    OF OPERATIONS
  Quarter
    ended March 31, 2008 comparison to quarter ended
    March 31, 2007
  Revenue.
  ton-miles
 29




---



##### 



ton-mile
    Operating Expense.
      Operating Income.
      Interest Expense.
 30




---



##### 



Debt Retirement Expenses.
  Income Tax Expense.
  Net Income (Loss).
  LIQUIDITY
    AND CAPITAL RESOURCES
        Our
    Indebtedness
         31




---



##### 



Net
    Cash, Capital Expenditures and Cash Flow
        CHANGES
    IN ACCOUNTING STANDARDS
   32




---



##### 



instrument-by-instrument
     33




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##### 



CRITICAL
    ACCOUNTING POLICIES
  Form 10-K
  Form 10-Q Regulation S-X.
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Fuel
    Price Risk
   34




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##### 



Interest
    Rate and Other Risks
    Foreign
    Currency Exchange Rate Risks
    ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 4.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(b)).
  Changes in Internal Control over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 35




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##### 



PART II 
    OTHER INFORMATION ITEM 1.
    LEGAL
    PROCEEDINGS.    Environmental
    Litigation.
    Barge Cleaning Facilities, Port Arthur,
    Texas.
  PHI/Harahan Site, Harahan, Louisiana. and/or
  Bulk Terminals Site, Louisville,
    Kentucky.
  SEC
    Inquiry
  e-mail Form 8-K
  ITEM 1A.
    RISK
    FACTORS   36




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##### 



RISKS
    RELATED TO OUR INDUSTRY
  Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
      An
    oversupply of barging capacity may lead to reductions in freight
    rates.
    Yields
    from North American and worldwide grain harvests could
    materially affect demand for our barging services.
    Diminishing
    demand for new barge construction may lead to a reduction in
    sales prices for new barges.
   37




---



##### 



Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
    Our
    operating margins are impacted by certain low margin
    legacy contracts and by spot rate market volatility
    for grain volume and pricing.
        We are
    subject to adverse weather and river conditions.
   38




---



##### 



Seasonal
    fluctuations in industry demand could adversely affect our
    operating results, cash flow and working capital
    requirements.
    The
    aging infrastructure on the Inland Waterways may lead to
    increased costs and disruptions in our operations.
    The
    inland barge transportation industry is highly competitive;
    increased competition could adversely affect us.
    Global
    trade agreements, tariffs and subsidies could decrease the
    demand for imported and exported goods, adversely affecting the
    flow of import and export tonnage through the Port of New
    Orleans and the demand for barging services.
   39




---



##### 



Our
    failure to comply with government regulations affecting the
    barging industry, or changes in these regulations, may cause us
    to incur significant expenses or affect our ability to
    operate.
  and/or
    The
    Jones Act restricts foreign ownership of our stock, and the
    repeal, suspension or substantial amendment of the Jones Act
    could increase competition on the Inland Waterways and have a
    material adverse effect on our business.
    U.S.-citizen
  RISKS
    RELATED TO OUR BUSINESS
  Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
   40




---



##### 



We may
    not be successful in our plans to upgrade our production lines
    in our shipyard and realize increased levels of capacity and
    efficiency.
    Our
    plans for our transportation business capital investment and
    organic growth are predicated on efficiency improvements which
    we expect to achieve through a variety of initiatives, including
    reduction in stationary days, better power utilization and
    improved fleeting, among others. We may not ultimately be able
    to drive efficiency to the level to achieve our current forecast
    of tonnage without investing additional capital or incurring
    additional costs.
    Our
    cash flows and borrowing facilities may not be adequate for our
    additional capital needs and, if we incur additional borrowings,
    our future cash flow and capital resources may not be sufficient
    for payments of interest and principal of our substantial
    indebtedness.
     41




---



##### 



Our
    substantial borrowings are currently all tied to floating
    interest rates which may expose us to higher interest payments
    should LIBOR or the prime rate increase
    substantially.
    We
    face the risk of breaching financial covenants in our credit
    agreement.
    As
    part of our growth strategy, we may continue to make selective
    acquisitions, the integration and consolidation of which may
    disrupt operations and could negatively impact our business,
    including our margins.
    The
    loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, would have a
    material adverse effect on our revenue and
    profitability.
    A
    major accident or casualty loss at any of our facilities could
    significantly reduce production
    Our
    transportation division employees are covered by federal
    maritime laws that may subject us to job-related claims in
    addition to those provided by state laws.
   42




---



##### 



We
    have experienced work stoppages by union employees in the past,
    and future work stoppages may disrupt our services and adversely
    affect our operations.
    The
    loss of key personnel, including highly skilled and licensed
    vessel personnel, could adversely affect our
    business.
    Failure
    to comply with environmental, health and safety regulations
    could result in substantial penalties and changes to our
    operations.
       43




---



##### 



We are
    subject to, and may in the future be subject to disputes, or
    legal or other proceedings that could involve significant
    expenditures by us.
    ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    Maximum Number ofShares (orTotal Number of


Approximate DollarShares (or Units)


Value) of SharesPurchased as Part


(or Units) that MayTotal Number of





of Publicly


Yet be PurchasedShares (or Units)


Average Price Paid


Announced Plans or


Under the Plans orPeriod

Purchased(1)


per Share (or Unit)(2)


Programs


ProgramsJanuary-08


82,300


$
16.87



N/A



N/AFebruary-08


64,767


$
18.79



N/A



N/AMarch-08


20,332


$
16.40



N/A



N/ATotal


167,399


$
17.56



N/A



N/A     (1)
    
    Shares redeemed to satisfy employee tax requirements.(2)
    
    Reflects the weighted average fair market value per share
    redeemed.  ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION   44




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##### 



ITEM 6.
    EXHIBITS.  Exhibit No.

Description10
.1

Employment Letter Agreement, dated as of March 12, 2008, by
    and between American Commercial Lines LLC and Michael P. Ryan.10
.2

Letter Agreement, dated as of February 18, 2008, by and
    between American Commercial Lines LLC and Christopher A. Black.10
.3

Employment Letter Agreement, dated as of June 26, 2006, by
    and between American Commercial Lines Inc. and Tamra L. Koshewa.10
.4

Employment Letter Agreement, dated as of March 17, 2008, by
    and between American Commercial Lines LLC and Thomas R.
    Pilholski.31
.1

Certification by Michael P. Ryan, Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certification by Michael P. Ryan, Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32
.2

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.  45




---



##### 



SIGNATURES      By:
    /s/  Michael
    P. Ryan      By:
    /s/  Thomas
    R. Pilholski       46




---



##### 



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1* ±

Employment Letter Agreement, dated as of March 12, 2008, by
    and between American Commercial Lines LLC and Michael P. Ryan.10
.2* ±

Letter Agreement, dated as of February 18, 2008, by and
    between American Commercial Lines LLC and Christopher A. Black.10
.3* ±

Employment Letter Agreement, dated as of June 26, 2006, by
    and between American Commercial Lines Inc. and Tamra L. Koshewa.10
.4* ±

Employment Letter Agreement, dated as of March 17, 2008, by
    and between American Commercial Lines LLC and Thomas R.
    Pilholski.31
.1*

Certification by Michael P. Ryan, Chief Executive Officer,
    required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2*

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1*

Certification by Michael P. Ryan, Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350.32
.2*

Certification by Thomas R. Pilholski, Senior Vice President and
    Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.     *
    
    Filed herein±
    
    Management contract or compensatory plan or arrangement 47