##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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
    June 30. 2007ORo

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

75-3177794(State or Other Jurisdiction
    of
    Incorporation or Organization)

(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
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
  þ o




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
 FOR THE
    QUARTERLY PERIOD ENDED JUNE 30, 2007
  TABLE OF
    CONTENTS
  PagePART I FINANCIAL
    INFORMATIONItem
    1:


Financial
    Statements (unaudited)


3Condensed
    Consolidated Income Statements


3Condensed
    Consolidated Balance Sheets


4Condensed
    Consolidated Statements of Cash Flows


5Condensed
    Consolidated Statement of Stockholders Equity


6Notes to Condensed
    Consolidated Financial Statements


7Item
    2:


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


16Item
    3:


Quantitative and
    Qualitative Disclosures About Market Risk


36Item
    4:


Controls and
    Procedures


36PART II OTHER
    INFORMATIONItem
    1:


Legal
    Proceedings


37Item
    1A:


Risk
    Factors


37Item
    2:


Unregistered
    Sales of Securities and Use of Proceeds


43Item
    4:


Submission of
    Matters to a Vote of Security Holders


43Item
    6:


Exhibits


44Signatures





45Certification by CEOCertification by CFOCertification by CEOCertification by
    CFO   2




---



##### 



PART I 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED CONSOLIDATED INCOME STATEMENTS
  Quarter Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Unaudited)(In thousands, except shares and per share amounts)RevenuesTransportation

$
185,869


$
184,622


$
361,998


$
356,369Manufacturing


75,345



28,001



127,460



53,729Revenues


261,214



212,623



489,458



410,098Cost of SalesTransportation


158,462



141,644



299,066



276,684Manufacturing


70,355



25,114



119,568



47,154Cost of Sales


228,817



166,758



418,634



323,838Gross Profit


32,397



45,865



70,824



86,260Selling, General and
    Administrative Expenses


18,407



15,263



34,838



31,342Operating Income


13,990



30,602



35,986



54,918Other Expense
    (Income)Interest Expense


2,818



4,932



5,999



9,708Debt Retirement Expenses


2,189



50



23,938



50Other, Net


(491
)


(989
)


(1,721
)


(2,289
)Other Expenses


4,516



3,993



28,216



7,469Income from Continuing
    Operations Before Income Taxes


9,474



26,609



7,770



47,449Income Taxes


3,574



9,909



2,936



17,951Income from Continuing
    Operations


5,900



16,700



4,834



29,498Discontinued Operations, Net of
    Income Tax


(3
)


1,004



(49
)


(646
)Net Income

$
5,897


$
17,704


$
4,785


$
28,852Basic Earnings Per Common
    Share:Income from continuing operations

$
0.10


$
0.28


$
0.08


$
0.49Income (loss) from discontinued
    operations, net of tax






0.01







(0.01
)Basic Earnings Per Common
    Share

$
0.10


$
0.29


$
0.08


$
0.48Earnings Per Common
    Share  Assuming Dilution:Income from continuing operations

$
0.09


$
0.27


$
0.08


$
0.47Income (loss) from discontinued
    operations, net of tax






0.01







(0.01
)Earnings Per Common
    Share  Assuming Dilution

$
0.09


$
0.28


$
0.08


$
0.46Weighted Average Shares
    OutstandingBasic


61,349,569



60,711,520



61,349,190



60,590,654Diluted


62,645,171



62,786,662



62,858,400



62,644,890    3




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
  June 30,


December 31,2007


2006(Unaudited)(In thousands, except shares and per share amounts)ASSETSCurrent AssetsCash and Cash Equivalents

$
110


$
5,113Accounts Receivable, Net


101,086



102,228Inventory


64,429



61,504Deferred Tax Asset


18,992



2,355Assets Held for Sale


325



406Other Current Assets


27,829



25,579Total Current Assets


212,771



197,185Properties, Net


471,066



455,710Investment in Equity
    Investees


3,963



3,527Other Assets


18,849



14,581Total Assets

$
706,649


$
671,003LIABILITIESCurrent LiabilitiesAccounts Payable

$
32,597


$
53,607Bank Overdraft


14,575



Share Repurchase Settlement Payable


56,445



Accrued Payroll and Fringe Benefits


15,665



28,267Deferred Revenue


20,412



16,803Accrued Claims and Insurance
    Premiums


17,562



15,754Accrued Interest


836



4,466Customer Deposits


8,587



9,145Other Liabilities


28,543



24,892Total Current Liabilities


195,222



152,934Long Term Debt


231,100



119,500Pension Liability


17,194



16,026Deferred Tax
    Liability


21,481



14,014Other Long Term
    Liabilities


9,621



9,876Total Liabilities


474,618



312,350STOCKHOLDERS
    EQUITYCommon stock; authorized
    250,000,000 shares at $.01 par value; 62,547,240 and
    61,883,556 shares issued and outstanding as of
    June 30, 2007 and December 31, 2006, respectively


626



619Treasury Stock 5,973,588 and
    172,320 shares at June 30, 2007 and December 31,
    2006, respectively


(151,280
)


(3,207
)Other Capital


276,068



259,409Retained Earnings


108,850



104,065Accumulated Other Comprehensive
    Loss


(2,233
)


(2,233
)Total Stockholders Equity


232,031



358,653Total Liabilities and
    Stockholders Equity

$
706,649


$
671,003    4




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CASH
    FLOWS
  Six Months Ended June 30,2007


2006(Unaudited)(In thousands)OPERATING ACTIVITIESNet Income

$
4,785


$
28,852Adjustments to Reconcile Net
    Income to Net Cash Provided by (Used in) Operating Activities:Depreciation and Amortization


24,765



24,484Debt Retirement Expenses


23,938



50Debt Issuance Cost Amortization


216



512Deferred Taxes


7,467



5,169(Gain) Loss on Property
    Dispositions


(1,584
)


46Share-Based Compensation


3,730



2,561Other Operating Activities


561



1,529Changes in Operating Assets and
    Liabilities:Accounts Receivable


1,081



(10,175
)Inventory


(727
)


(20,355
)Accrued Interest


(3,630
)


25Other Current Assets


(1,033
)


(8,614
)Accounts Payable


(13,127
)


(4,477
)Other Current Liabilities


(20,284
)


21,079Net Cash Provided by Operating
    Activities before Reorganization Items


26,158



40,686Reorganization Items Paid


(33
)


(325
)Net Cash Provided by Operating
    Activities


26,125



40,361INVESTING ACTIVITIESProperty Additions


(31,099
)


(46,317
)McKinney Acquisition


(15,574
)


Investment in Summit Contracting


(6,132
)


Proceeds from Property Dispositions


4,242



170Other Investing Activities


(2,095
)


(1,184
)Net Cash Used in Investing
    Activities


(50,658
)


(47,331
)FINANCING ACTIVITIESRevolving Credit Facility
    Borrowings


231,100



15,3002015 Senior Note Repayments


(119,500
)


(500
)Tender Premium Paid


(18,390
)


Outstanding Checks


6,692



(10,873
)Debt Costs


(1,309
)


(13
)Tax Benefit of Share Based
    Compensation


10,935



3,305Exercise of Stock Options


2,001



623Acquisition of Treasury Stock


(6,169
)


(3,018
)Share Repurchase Program


(85,458
)


Other Financing Activities


(372
)


(5
)Net Cash Provided by Financing
    Activities


19,530



4,819Net Decrease in Cash and Cash
    Equivalents


(5,003
)


(2,151
)Cash and Cash Equivalents at
    Beginning of Period


5,113



13,959Cash and Cash Equivalents at End
    of Period

$
110


$
11,808    5




---



##### 



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


Treasury


Other


Retained


ComprehensiveShares


Amount


Stock


Capital


Earnings


(Loss)


Total(Unaudited)(Shares and dollars in thousands)Balance at December 31, 2006


61,711


$
619


$
(3,207
)

$
259,409


$
104,065


$
(2,233
)

$
358,653Amortization of Restricted Stock,
    Stock Options, Performance Shares and Restricted Stock Units














3,730











3,730Excess Tax Benefit of Share-based
    Compensation














10,935











10,935Exercise of Stock Options


521



6







1,995











2,001Issuance of Restricted Stock Units
    and Performances Shares


143



1







(1
)










Acquisition of Treasury Stock


(177
)






(6,169
)














(6,169
)Share Repurchase Program


(5,624
)






(141,904
)














(141,904
)Net Income


















4,785







4,785Balance at June 30, 2007


56,574


$
626


$
(151,280
)

$
276,068


$
108,850


$
(2,233
)

$
232,031    6




---



##### 



AMERICAN
    COMMERCIAL LINES INC.



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except as otherwise indicated) Note 1.
    Reporting
    Entity        Form 10-Q Regulation S-X.
     7




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Fair Value
    Measurements
  The Fair
    Value Option for Financial Assets and Financial Liabilities instrument-by-instrument
  Form 10-K
    Note 2.
    Earnings
    Per Share     8




---



##### 



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


Six Months EndedJune 30,


June 30,2007


2006


2007


2006Weighted average common shares
    outstanding (used to calculate basic earnings per share)


61,349,569



60,711,520



61,349,190



60,590,654Pro forma shares if all dilutive
    potential common shares outstanding during the period were issued


1,295,602



2,075,142



1,509,210



2,054,236Shares used to calculate diluted
    EPS


62,645,171



62,786,662



62,858,400



62,644,890   Note 3.
    Shareholders
    Equity    Number of Shares


Number of Shares


Dollar Value


Dollar ValueQuarter Ended


Six Months Ended


Quarter Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006


2007


2006


2007


2006Repurchase Plan


5,624







5,624






$
141,904


$



$
141,904


$
Cashless exercises


14



13



177



166



417



359



6,169



3,018Total


5,638



13



5,801



166


$
142,321


$
359


$
148,073


$
3,018      9




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4.
    Debt  June 30,


December 31,2007


2006Bank Revolver

$
231,100


$
2015 Senior Notes






119,500Long Term Debt

$
231,100


$
119,500         Note 5.
    Inventory    June 30,


December 31,2007


2006Raw Materials

$
19,943


$
19,818Work in Process


22,483



22,001Parts and Supplies


22,003



19,685$
64,429


$
61,504   Note 6.
    Income
    Taxes     10




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7.
    Employee
    Benefit Plans    Quarter Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006Pension Components:Service cost

$
1,242


$
1,251


$
2,484


$
2,502Interest cost


2,251



2,143



4,502



4,286Expected return on plan assets


(2,900
)


(2,739
)


(5,800
)


(5,478
)Amortization of unrecognized losses






40







80Net periodic benefit cost

$
593


$
695


$
1,186


$
1,390Post-retirement
    Components:Service cost

$
49


$
80


$
98


$
160Interest cost


142



161



284



322Amortization of net gain


(5
)






(10
)


Net periodic benefit cost

$
186


$
241


$
372


$
482   Note 8.
    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


IntersegmentTransportation


Manufacturing


Elimination


Total(Dollars in thousands)Quarter ended June 30,
    2007Total revenue

$
186,057


$
81,218


$
(6,061
)

$
261,214Intersegment revenues


188



5,873



(6,061
)


Revenue from external customers


185,869



75,345







261,214Operating expenseMaterials, supplies and other


67,932











67,932Rent


6,264











6,264Labor and fringe benefits


27,819











27,819Fuel


40,372











40,372Depreciation and amortization


11,922











11,922Taxes, other than income taxes


4,112











4,112Loss on disposition of equipment


41











41Cost of goods sold






70,355







70,355Total cost of sales


158,462



70,355







228,817Selling, general &
    administrative


17,357



1,050







18,407Total operating expenses


175,819



71,405







247,224Operating income

$
10,050


$
3,940


$



$
13,990Quarter ended June 30,
    2006Total revenue

$
184,837


$
48,142


$
(20,356
)

$
212,623Intersegment revenues


215



20,141



(20,356
)


Revenue from external customers


184,622



28,001







212,623Operating expenseMaterials, supplies and other


60,560











60,560Rent


5,288











5,288Labor and fringe benefits


21,694











21,694Fuel


38,511











38,511Depreciation and amortization


11,431











11,431Taxes, other than income taxes


4,173











4,173Gain on disposition of equipment


(13
)










(13
)Cost of goods sold






25,114







25,114Total cost of sales


141,644



25,114







166,758Selling, general &
    administrative


13,812



1,451







15,263Total operating expenses


155,456



26,565







182,021Operating income

$
29,166


$
1,436


$



$
30,602 12




---



##### 



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


IntersegmentTransportation


Manufacturing


Elimination


Total(Dollars in thousands)Six Months ended June 30,
    2007Total revenue

$
362,307


$
133,898


$
(6,747
)

$
489,458Intersegment revenues


309



6,438



(6,747
)


Revenue from external customers


361,998



127,460







489,458Operating expenseMaterials, supplies and other


129,715











129,715Rent


12,237











12,237Labor and fringe benefits


52,916











52,916Fuel


74,391











74,391Depreciation and amortization


23,553











23,553Taxes, other than income taxes


7,838











7,838Gain on disposition of equipment


(1,584
)










(1,584
)Cost of goods sold






119,568







119,568Total cost of sales


299,066



119,568







418,634Selling, general &
    administrative


32,891



1,947







34,838Total operating expenses


331,957



121,515







453,472Operating income

$
30,041


$
5,945


$



$
35,986Six Months ended June 30,
    2006Total revenue

$
356,715


$
98,661


$
(45,278
)

$
410,098Intersegment revenues


346



44,932



(45,278
)


Revenue from external customers


356,369



53,729







410,098Operating expenseMaterials, supplies and other


116,174











116,174Rent


10,507











10,507Labor and fringe benefits


42,659











42,659Fuel


76,105











76,105Depreciation and amortization


22,542











22,542Taxes, other than income taxes


8,652











8,652Loss on disposition of equipment


45











45Cost of goods sold






47,154







47,154Total cost of sales


276,684



47,154







323,838Selling, general &
    administrative


28,574



2,768







31,342Total operating expenses


305,258



49,922







355,180Operating income

$
51,111


$
3,807


$



$
54,918  13




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Acquisitions
    and Dispositions    Current Assets

$
961Properties  Net


12,512Goodwill


2,101Purchase Price

$
15,574         Note 10.
    Discontinued
    Operations      Quarter Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006Revenue

$



$
5,981


$



$
6,865Cost of Sales


51



3,701



93



7,614Selling, General and Administrative


14



849



40



1,092Other Expense (Income)


(61
)


42



(55
)


(423
)(Loss) Income from Discontinued
    Operations Before Income Tax


(4
)


1,389



(78
)


(1,418
)Income Tax (Benefit)


(1
)


385



(29
)


(772
)(Loss) Income from Discontinued
    Operations

$
(3
)

$
1,004


$
(49
)

$
(646
)  14




---



##### 



AMERICAN
    COMMERCIAL LINES INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 11.
    Contingencies          Note 12.
    Share-based
    Compensation    Note 13.
    Subsequent
    Events     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:
      ton-miles,
  17




---



##### 



The Manufacturing Industry:
  Consolidated
    Financial Overview
    1 2
 18




---



##### 



ton-mile
            Transportation
     19




---



##### 



ton-miles, ton-miles
      ton-miles
 20




---



##### 



Key
    operating statistics
  Quarter Ended


% Change to Prior


Six Months Ended


% Change to PriorJune 30,


Year Quarter


June 30,


Year YTD2007


Increase (Decrease)


2007


Increase (Decrease)Ton-miles
    (000s) and rates per mile:Total Dry


8,996,216



(4.0
)%


17,519,228



(5.3
)%Ton-miles
    per average dry affreightment barge


3,653



9.2
%


6,947



4.8
%Total Liquid


793,204



(14.5
)%


1,565,481



(18.2
)%Ton-miles
    per average liquid affreightment barge


3,229



(2.8
)%


6,258



(6.4
)%Total affreightment
    ton-miles


9,789,420



(4.9
)%


19,084,709



(6.5
)%Total
    ton-miles
    non-affreightment


1,001,445



20.3
%


1,929,985



27.9
%Total
    ton-miles


10,790,865



(3.0
)%


21,014,694



(4.2
)%Ton-miles
    per average affreightment barge


3,615



8.1
%


6,885



3.8
%Rates per ton mile/Revenues per
    average barge:Decrease in dry rate per
    ton-mile






(3.1
)%






(1.8
)%Decrease in fuel neutral dry rate
    per ton-mile






(2.0
)%






(0.2
)%Increase in liquid rate per
    ton-mile






11.5
%






12.0
%Increase in fuel neutral liquid
    rate per
    ton-mile






13.0
%






14.9
%Overall rate per
    ton-mile

$
13.98



(1.8
)%

$
13.95



(0.9
)%Overall fuel neutral rate per
    ton-mile

$
14.14



(0.6
)%

$
14.21



1.0
%Revenue per average barge
    operated

$
65,001



12.1
%

$
124,121



10.9
%Fuel Price and Volume
    Data:Fuel price per gallon

$
2.00



(1.0
)%

$
1.89



(2.3
)%Fuel Gallons


20,165



5.8
%


39,425



0.0
%Revenue data (in
    thousands):Affreightment revenue

$
136,467



(7.6
)%

$
265,826



(7.8
)%Towing


15,286



27.2
%


27,926



26.9
%Charter and Day rate


15,631



60.8
%


28,717



61.0
%Demurrage


9,344



(8.2
)%


21,667



14.0
%Other


9,141



81.2
%


17,862



91.6
%Non-affreightment revenue

$
49,402



37.7
%

$
96,172



37.9
%Total transportation revenue

$
185,869



0.7
%

$
361,998



1.6
%  21




---



##### 



Barge
    Fleet Changes  Quarterly and YTD
  Current Quarter

Dry


Tankers


TotalBarges operated as of the end of
    the 1st qtr of 2007


2,523



373



2,896Retired (includes 3 tanker
    reactivations)


(72
)


1



(71
)New builds






2



2Purchased


35







35Change in number of barges leased


(39
)






(39
)Barges operated as of
    June 30, 2007


2,447



376



2,823   Year-to-Date

Dry


Tankers


TotalBarges operated as of the end of
    2006


2,639



371



3,010Retired (includes 5 tanker
    reactivations)


(185
)


3



(182
)New builds






2



2Purchased


35







35Change in number of barges leased


(42
)






(42
)Barges operated as of
    June 30, 2007


2,447



376



2,823     Owned
    Boat Counts and Average Age by Horsepower Class
  AverageHorsepower Class

Number


Age1,950 or less


63



31.2Less than 4,300


18



31.9Less than 6,200


43



32.57,000 or over


15



30.0Total/overall average age


139



31.6       ton-miles
  year-to-date.
 22




---



##### 



ton-mile
    year-to-date
  Manufacturing:
 23




---



##### 



Manufacturing
    segment units produced for external sales or internal
    use
  Quarters Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006External sales:Liquid tank barges


6



8



13



10Ocean tank barges














Dry cargo barges


93



25



175



77Total external units sold


99



33



188



87Internal sales:Liquid tank barges


2



1



2



16Dry cargo barges






39







50Total units into production


2



40



2



66Total units produced


101



73



190



153  24




---



##### 



Consolidated
    Financial Overview  Non-GAAP Financial Measure
    Reconciliation
  AMERICAN
    COMMERCIAL LINES INC.
 NET
    INCOME TO EBITDA RECONCILIATION
  Quarter Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006(Dollars in thousands)Net Income from Continuing
    Operations

$
5,900


$
16,700


$
4,834


$
29,498Discontinued Operations, Net of
    Income Taxes


(3
)


1,004



(49
)


(646
)Consolidated Net
    Income

$
5,897


$
17,704


$
4,785


$
28,852Adjustments from Continuing
    Operations:Interest Income


(103
)


(6
)


(127
)


(20
)Interest Expense


2,818



4,932



5,999



9,708Debt Retirement Expenses


2,189



50



23,938



50Depreciation and Amortization


12,554



11,891



24,765



23,441Taxes


3,574



9,909



2,936



17,951Adjustments from Discontinued
    Operations:Interest Income


(32
)


(253
)


(86
)


(388
)Depreciation and Amortization






511







1,043Taxes


(1
)


385



(29
)


(772
)EBITDA from Continuing
    Operations


26,932



43,476



62,345



80,628EBITDA from Discontinued
    Operations


(36
)


1,647



(164
)


(763
)Consolidated EBITDA

$
26,896


$
45,123


$
62,181


$
79,865EBITDA from Continuing
    Operations by Segment:Transportation Net
    Income

$
1,981


$
15,260


$
(1,379
)

$
25,689Interest Income


(103
)


(6
)


(127
)


(20
)Interest Expense


2,818



4,932



5,999



9,708Debt Retirement Expenses


2,189



50



23,938



50Depreciation and Amortization


11,922



11,431



23,553



22,542Taxes


3,574



9,909



2,936



17,951Transportation EBITDA

$
22,381


$
41,576


$
54,920


$
75,920Manufacturing Net
    Income

$
4,821


$
5,518


$
7,267


$
12,534Interest Income














Interest Expense














Depreciation and Amortization


632



460



1,212



899Taxes














Total Manufacturing
    EBITDA


5,453



5,978



8,479



13,433Intersegment Profit


(902
)


(4,078
)


(1,054
)


(8,725
)External Manufacturing
    EBITDA

$
4,551


$
1,900


$
7,425


$
4,708    25




---



##### 



Outlook
  Transportation:
    
    Accelerating dry cargo barge retirements in 2007 and 2008,
    bringing the total number of retirements in 2006 through 2008 to
    over 500 units, or 20% of the Companys previously
    existing dry cargo fleet;
    Significantly reducing or eliminating production of new dry
    cargo barges that were to be built during 2008 for our
    transportation division at our shipyard by increasing the
    efficiency of the existing fleet to compensate for the scrapping
    of older barges;
    Increasing the number of liquid tank barge build starts at our
    shipyard in 2008 adding approximately 15% to our existing liquid
    tank barge barrel capacity to accommodate accelerated growth in
    our liquids division;
    Establishing a headquarters location in Houston, Texas for our
    liquids division to more directly service the majority of our
    primary liquids customers; and
    Replacing certain seasonal spot business with more ratable
    long-term contract business.       26




---



##### 



27




---



##### 



Manufacturing
   28




---



##### 



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
  Quarter
    Ended June 30, 2007 as compared with Quarter Ended
    June 30, 2006
  % of ConsolidatedRevenueQuarter Ended June 30,





2nd Quarter2007


2006


Variance


2007


2006(Dollars in thousands, except where noted)REVENUETransportation

$
185,869


$
184,622


$
1,247



71.2
%


86.9
%Manufacturing (external and
    internal)


81,218



48,142



33,076



31.1
%


22.6
%Intersegment manufacturing
    elimination


(5,873
)


(20,141
)


14,268



(2.3
)%


(9.5
)%Consolidated Revenue


261,214



212,623



48,591



100.0
%


100.0
%OPERATING EXPENSETransportation


175,819



155,456



20,363Manufacturing (external and
    internal)


76,376



42,628



33,748Intersegment manufacturing
    elimination


(4,971
)


(16,063
)


11,092Consolidated Operating Expense


247,224



182,021



65,203



94.6
%


85.6
%OPERATING INCOMETransportation


10,050



29,166



(19,116
)Manufacturing (external and
    internal)


4,842



5,514



(672
)Intersegment manufacturing
    elimination


(902
)


(4,078
)


3,176Consolidated Operating Income


13,990



30,602



(16,612
)


5.4
%


14.4
%Interest Expense


2,818



4,932



(2,114
)Debt Retirement Expenses


2,189



50



2,139Other Expense (Income)


(491
)


(989
)


498Income Before Income Taxes


9,474



26,609



(17,135
)Income Taxes


3,574



9,909



(6,335
)Discontinued Operations


(3
)


1,004



(1,007
)Net Income

$
5,897


$
17,704


$
(11,807
)Domestic Barges Operated (average
    of period beginning and end)


2,860



3,184



(324
)Revenue per Barge Operated (Actual)

$
65,001


$
57,993


$
7,008   RESULTS
    OF OPERATIONS
  Quarter
    ended June 30, 2007 comparison to quarter ended
    June 30, 2006
  Revenue.
  ton-miles ton-mile.
 29




---



##### 



Operating Expense.
      Operating Income.
  Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
 30




---



##### 



Discontinued Operations, Net of Taxes.
  Net Income.
  AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
  Six
    Months Ended June 30, 2007 as compared with Six Months
    Ended June 30, 2006
  % ofConsolidatedRevenueSix Months Ended June 30,





Six Months2007


2006


Variance


2007


2006(Dollars in thousands, except where noted)REVENUETransportation

$
361,998


$
356,369


$
5,629



74.0
%


86.9
%Manufacturing (external and
    internal)


133,898



98,661



35,237



27.4
%


24.1
%Intersegment manufacturing
    elimination


(6,438
)


(44,932
)


38,494



(1.3
)%


(11.0
)%Consolidated Revenue


489,458



410,098



79,360



100.0
%


100.0
%OPERATING EXPENSETransportation


331,957



305,258



(26,699
)Manufacturing (external and
    internal)


126,899



86,129



(40,770
)Intersegment manufacturing
    elimination


(5,384
)


(36,207
)


(30,823
)Consolidated Operating Expense


453,472



355,180



(98,292
)


92.7
%


86.6
%OPERATING INCOMETransportation


30,041



51,111



(21,070
)Manufacturing (external and
    internal)


6,999



12,532



(5,533
)Intersegment manufacturing
    elimination


(1,054
)


(8,725
)


7,671Consolidated Operating Income


35,986



54,918



(18,932
)


7.4
%


13.4
%Interest Expense


5,999



9,708



3,709Debt Retirement Expenses


23,938



50



(23,888
)Other Expense (Income)


(1,721
)


(2,289
)


(568
)Income before Income Taxes


7,770



47,449



(39,679
)Income Taxes


2,936



17,951



15,015Discontinued Operations


(49
)


(646
)


597Net Income

$
4,785


$
28,852


$
(24,067
)Domestic Barges Operated (average
    of period beginning and end)


2,917



3,184



(267
)Revenue per Barge Operated (Actual)

$
124,121


$
111,943


$
12,178   Six
    months ended June 30, 2007 comparison to six months ended
    June 30, 2006
  Revenue.
 31




---



##### 



ton-miles ton-mile.
    Operating Expense.
      Operating Income.
  Interest Expense.
  Debt Retirement Expense.
 32




---



##### 



Income Tax Expense.
  Discontinued Operations, Net of Tax.
  Net Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
        Our
    Indebtedness
     33




---



##### 



Net
    Cash, Capital Expenditures and Cash Flow
            CHANGES
    IN ACCOUNTING STANDARDS
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Fair Value
    Measurements
  The Fair
    Value Option for Financial Assets and Financial Liabilities instrument-by-instrument
 34




---



##### 



CRITICAL
    ACCOUNTING POLICIES
    Form 10-K
  Form 10-Q Regulation S-X.
 QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Fuel
    Price Risk
   35




---



##### 



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)
 36




---



##### 



PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    Environmental Litigation.
  
    Barge Cleaning Facilities, Port Arthur,
    Texas.  American Commercial Barge Line LLC
    received notices from the U.S. EPA in 1999 and 2004 that it
    is a potentially responsible party at the State Marine of Port
    Arthur and the Palmer Barge Line Superfund Sites in Port Arthur,
    Texas with respect to waste from barge cleaning at the two sites
    in the early 1980s. With regard to the Palmer Barge Line
    Superfund Site, we have entered into an agreement in principle
    with the PRP group for all PRP cleanup costs. We have reserved
    $0.025 million for this matter.
    PHI/ Harahan Site, Harahan, Louisiana.  We have
    been contacted by the State of Louisiana in connection with the
    investigation and cleanup of diesel
    and/or jet
    fuel in soil at this site. We believe contamination may have
    been caused by a tenant on the property and have so notified the
    regulatory authorities. In November 2006 the State of Louisiana
    notified us that we should proceed with our earlier-submitted
    investigation work plan. We do not know what level of fuel may
    be discovered in this investigation or whether cleanup will be
    required. We have paid approximately $0.02 million in
    consultant fees related to investigation at this site. We have
    reserved $0.05 million for the investigation work plan that
    is scheduled for completion in 2007.  ITEM 1A.
    RISK
    FACTORS    RISKS
    RELATED TO OUR INDUSTRY
  Freight
    transportation rates for the Inland Waterways fluctuate from
    time to time and may decrease.
     37




---



##### 



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.
    Higher
    fuel prices, if not recouped from our customers, could
    dramatically increase operating expenses and adversely affect
    profitability.
    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.
    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.
   39




---



##### 



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.
    We may
    not be successful in our plans to upgrade our production lines
    in our shipyard and realize increased levels of capacity and
    efficiency.
   40




---



##### 



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.
    As
    part of the Companys 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.
   41




---



##### 



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.
    We
    have experienced significant 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.
     42




---



##### 



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     Total Number of SharesTotal Number of





Purchased as Part of PubliclyShares Purchased


Average Price


Announced Programs(in thousands)


per Share


(in thousands)June 11 to June 30


5,624


$
25.23



5,624    ITEM 4.SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    
    Elected seven directors to serve until the next Annual Meeting
    of Shareholders and until their respective successors are duly
    elected and qualified.
    Ratified the appointment of Ernst and Young LLP as our
    independent registered public accounting firm for the fiscal
    year ended December 31, 2007.  43




---



##### 



For


Against


AbstainClayton K.Yeutter


31,812,090



18,301,421



Eugene I. Davis


48,709,441



1,404,070



Mark R. Holden


49,410,472



703,039



Richard L. Huber


49,152,073



961,438



Nils E. Larsen


49,806,320



307,191



Emmanuel L. Rouvelas


49,448,432



665,079



R. Christopher Weber


49,806,342



307,169



   For


Against


AbstainRatification of Independent
    Registered 
    Public Accounting Firm


49,830,593



270,863



12,055   ITEM 6.
    EXHIBITS.  ExhibitNo.

Description10
.1

Amendment to the Credit Agreement,
    dated April 27, 2007, by and among American Commercial
    Lines LLC, Jeffboat LLC, and ACL Transportation Services LLC,
    and Wells Fargo Bank, National Association as administrative
    agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and LaSalle Bank
    National Association as co-documentation agents, and Branch
    Banking and Trust Company, Fifth Third Bank, National City
    Bank, PNC Bank National Association, SunTrust Bank, U.S. Bank
    National Association, and Wachovia Bank, N.A. as syndicate
    members (Incorporated by reference to Exhibit 10.1 to the
    Current Report of American Commercial Lines Inc. on
    Form 8-K
    (File
    No. 000-51562)
    filed with the Securities and Exchange Commission on
    June 13, 2007.31
.1

Certification by Mark R. Holden,
    Chief Executive Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by Christopher A.
    Black, Chief Financial Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certification by Mark R. Holden,
    Chief Executive Officer, pursuant to 18 U.S.C.
    Section 1350.32
.2

Certification by Christopher A.
    Black, Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.  44




---



##### 



SIGNATURES      
     
       45




---



##### 



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Amendment to the Credit Agreement,
    dated April 27, 2007, by and among American Commercial
    Lines LLC, Jeffboat LLC, and ACL Transportation Services LLC,
    and Wells Fargo Bank, National Association as administrative
    agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
    co-syndication agents, Fortis Capital Corp. and LaSalle Bank
    National Association as co-documentation agents, and Branch
    Banking and Trust Company, Fifth Third Bank, National City
    Bank, PNC Bank National Association, SunTrust Bank, U.S. Bank
    National Association, and Wachovia Bank, N.A. as syndicate
    members (Incorporated by reference to Exhibit 10.1 to the
    Current Report of American Commercial Lines Inc. on
    Form 8-K
    (File
    No. 000-51562)
    filed with the Securities and Exchange Commission on
    June 13, 2007.31
.1

Certification by Mark R. Holden,
    Chief Executive Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.31
.2

Certification by Christopher A.
    Black, Chief Financial Officer, required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934.32
.1

Certification by Mark R. Holden,
    Chief Executive Officer, pursuant to 18 U.S.C.
    Section 1350.32
.2

Certification by Christopher A.
    Black, Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350.  46