##### Table of Contents





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
    September 30, 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

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
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
  APPLICABLE
    ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
    PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
  þ o




---



##### 





AMERICAN
    COMMERCIAL LINES INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
 FOR THE
    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
  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 Finanancial
    Statements


7Item 2:


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


20Item 3:


Quantitative and Qualitative Disclosures About
    Market Risk


42Item 4:


Controls and Procedures


42PART II OTHER INFORMATIONItem 1:


Legal Proceedings


43Item 1A:


Risk Factors


45Item 2:


Unregistered Sales of Securities and Use of
    Proceeds


55Item 6:


Exhibits


55Signatures


56Certification by CEOCertification by CFOCertification by CEOCertification by CFOEX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



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


Nine Months Ended September 30,2008


2007


2008


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

$
256,456


$
217,798


$
689,995


$
579,796Manufacturing


57,219



40,569



216,890



168,029Revenues


313,675



258,367



906,885



747,825Cost of SalesTransportation and Services


203,469



170,234



585,205



469,300Manufacturing


53,537



41,670



201,441



161,238Cost of Sales


257,006



211,904



786,646



630,538Gross Profit


56,669



46,463



120,239



117,287Selling, General and Administrative Expenses


20,110



15,621



60,614



50,459Operating Income


36,559



30,842



59,625



66,828Other Expense (Income)Interest Expense


7,469



6,486



20,189



12,485Debt Retirement Expenses










2,379



23,938Other, Net


(401
)


(325
)


(1,547
)


(2,046
)Other Expenses


7,068



6,161



21,021



34,377Income from Continuing Operations Before Taxes


29,491



24,681



38,604



32,451Income Taxes


11,136



8,793



14,582



11,729Income from Continuing Operations


18,355



15,888



24,022



20,722Discontinued Operations, Net of Tax


(7
)


3



296



(46
)Net Income

$
18,348


$
15,891


$
24,318


$
20,676Basic Earnings Per Common Share:Income from continuing operations

$
0.36


$
0.30


$
0.47


$
0.35Income from discontinued operations, net of tax










0.01



Basic Earnings Per Common Share

$
0.36


$
0.30


$
0.48


$
0.35Earnings Per Common Share  Assuming Dilution:Income from continuing operations

$
0.36


$
0.30


$
0.47


$
0.35Income from discontinued operations, net of tax










0.01



Earnings Per Common Share  Assuming Dilution:

$
0.36


$
0.30


$
0.48


$
0.35Weighted Average Shares OutstandingBasic


50,631,083



52,503,013



50,395,634



58,400,464Diluted


50,856,828



53,788,142



50,893,101



59,834,980    3




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##### Table of Contents



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


December 31,2008


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

$
6,042


$
5,021Accounts Receivable, Net


137,159



114,921Inventory


78,720



70,890Deferred Tax Asset


2,232



2,582Assets Held for Sale


1,058



325Prepaid and Other Current Assets


32,953



26,336Total Current Assets


258,164



220,075Properties, Net


528,375



511,832Investment in Equity Investees


3,788



3,456Other Assets


23,350



25,448Total Assets

$
813,677


$
760,811LIABILITIESCurrent LiabilitiesAccounts Payable

$
53,443


$
61,130Accrued Payroll and Fringe Benefits


21,104



15,720Deferred Revenue


23,006



17,824Accrued Claims and Insurance Premiums


23,981



15,647Accrued Interest


138



1,688Short Term Debt


432,700



Current Portion of Long Term Debt


1,450



Customer Deposits


3,607



5,596Other Liabilities


41,763



32,036Total Current Liabilities


601,192



149,641Long Term Debt






439,760Pension Liability


8,156



5,252Deferred Tax Liability


35,779



26,569Other Long Term Liabilities


13,697



14,198Total Liabilities


658,824



635,420STOCKHOLDERS EQUITYCommon stock; authorized 250,000,000 shares at
    $.01 par value;
    63,237,302 and 62,549,666 shares issued and outstanding as
    of September 30, 2008 and December 31, 2007,
    respectively


632



626Treasury Stock 12,601,645 and 12,407,006 shares at
    September 30, 2008 and December 31, 2007, respectively


(312,865
)


(309,517
)Other Capital


291,040



279,266Retained Earnings


172,227



148,426Accumulated Other Comprehensive Income


3,819



6,590Total Stockholders Equity


154,853



125,391Total Liabilities and Stockholders Equity

$
813,677


$
760,811    4




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
  Nine Months EndedSeptember 30,2008


2007(Unaudited)(In thousands)OPERATING ACTIVITIESNet Income

$
24,318


$
20,676Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization


38,760



36,765Debt Retirement Costs


2,379



23,938Debt Issuance Cost Amortization


1,524



313Deferred Taxes


11,317



11,431Gain on Property Dispositions


(331
)


(1,481
)Share-Based Compensation


7,299



5,178Other Operating Activities


(42
)


698Changes in Operating Assets and Liabilities:Accounts Receivable


(14,433
)


(21,196
)Inventory


(5,295
)


(1,718
)Accrued Interest


(1,560
)


(1,533
)Other Current Assets


(3,796
)


1,040Accounts Payable


(5,575
)


(4,333
)Other Current Liabilities


20,856



(11,003
)Net Cash Provided by Operating Activities before Reorganization
    Items


75,421



58,775Reorganization Items Paid






(33
)Net Cash Provided by Operating Activities


75,421



58,742INVESTING ACTIVITIESProperty Additions


(55,439
)


(82,081
)McKinney Acquisition






(15,573
)Investment in Summit Contracting


(8,462
)


(6,186
)Proceeds from Property Dispositions


3,515



4,344Other Investing Activities


(896
)


(2,578
)Net Cash Used in Investing Activities


(61,282
)


(102,074
)FINANCING ACTIVITIESRevolving Credit Facility Borrowings (Repayments)


(6,300
)


480,9002015 Senior Note Repayments






(119,500
)Tender Premium Paid






(18,390
)Outstanding Checks


(3,893
)


(6,837
)Debt Costs


(4,058
)


(2,235
)Tax Benefit of Share-based Compensation


3,486



10,930Exercise of Stock Options


995



2,001Acquisition of Treasury Stock


(3,348
)


(6,187
)Share Repurchase Program






(300,094
)Other Finanacing Activities






(372
)Net Cash (Used in) Provided by Financing Activities


(13,118
)


40,216Net Increase (Decrease) in Cash and Cash Equivalents


1,021



(3,116
)Cash and Cash Equivalents at Beginning of Period


5,021



5,113Cash and Cash Equivalents at End of Period

$
6,042


$
1,997    5




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##### Table of Contents



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














7,299











7,299Tax Benefit of Share-based Compensation














3,486











3,486Exercise of Stock Options


472



4







991











995Issuance of Restricted Stock Units and Performances Shares


215



2







(2
)










Acquisition of Treasury Stock


(194
)






(3,348
)














(3,348
)Comprehensive Income:Net Income


















24,318







24,318Unrealized loss on fuel swaps designated as cash flow hedging
    instrument, net of tax






















(2,771
)


(2,771
)Other


















1







1Total Comprehensive Income





$



$



$



$
24,319


$
(2,771
)

$
21,548Balance at September 30, 2008


50,636


$
632


$
(312,865
)

$
291,040


$
172,227


$
3,819


$
154,853    6




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##### Table of Contents



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.
     7




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      instrument-by-instrument
   8




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Form 10-K
    Note 2.
    Earnings
    Per Share   9




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Weighted average common shares outstanding (used to calculate
    basic earnings per share)


50,631,083



52,503,013



50,395,634



58,400,464Shares if all dilutive potential common shares outstanding
    during the period were exercised


225,745



1,285,129



497,467



1,434,516Shares used to calculate diluted EPS


50,856,828



53,788,142



50,893,101



59,834,980   Note 3.
    Stockholders
    Equity      Dollar ValueNumber of Shares


Number of Shares


Dollar Value


Nine MonthsQuarter Ended


Nine Months Ended


Quarter Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007


2008


2007


2008


2007Repurchase Plan






6,430







12,055


$



$
158,190


$



$
300,094Cashless exercises


4



1



194



177



43



18



3,348



6,187Total


4



6,431



194



12,232


$
43


$
158,208


$
3,348


$
306,281  10




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##### Table of Contents



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


December 31,2008


2007Revolving Credit Facility

$
432,700


$
439,000Elliott Bay Note


750



760Summit Contracting Note


700



Total Debt


434,150



439,760Less Short Term Debt


432,700



Less Current Portion of Long Term Debt


1,450



Long Term Debt

$



$
439,760          11




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##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 5.
    Inventory    September 30,


December 31,2008


2007Raw Materials

$
27,685


$
19,009Work in Process


15,927



25,203Parts and Supplies


35,108



26,678$
78,720


$
70,890   Note 6.
    Income
    Taxes       12




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Pension Components:Service cost

$
1,327


$
1,242


$
3,981


$
3,726Interest cost


2,356



2,251



7,068



6,753Expected return on plan assets


(2,971
)


(2,900
)


(8,913
)


(8,700
)Amortization of unrecognized losses


14







42



Net periodic benefit cost

$
726


$
593


$
2,178


$
1,779Post-retirement Components:Service cost

$
27


$
49


$
81


$
147Interest cost


136



142



408



426Amortization of net gain


(61
)


(5
)


(183
)


(15
)Net periodic benefit cost

$
102


$
186


$
306


$
558     Note 8.
    Business
    Segments    Form 10-K
     13




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##### Table of Contents



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 September 30, 2008Total revenue

$
244,100


$
58,426


$
13,181


$
(2,032
)

$
313,675Intersegment revenues


117



1,207



708



(2,032
)


Revenue from external customers


243,983



57,219



12,473







313,675Operating expenseMaterials, supplies and other


83,087















83,087Rent


5,772















5,772Labor and fringe benefits


30,306















30,306Fuel


59,590















59,590Depreciation and amortization


11,338















11,338Taxes, other than income taxes


3,473















3,473Gain on disposition of equipment


(360
)














(360
)Cost of goods sold






53,537



10,263







63,800Total cost of sales


193,206



53,537



10,263







257,006Selling, general & administrative


16,757



649



2,704







20,110Total operating expenses


209,963



54,186



12,967







277,116Operating income (loss)

$
34,020


$
3,033


$
(494
)

$



$
36,559Quarter ended September 30, 2007Total revenue

$
218,165


$
79,295


$



$
(39,093
)

$
258,367Intersegment revenues


367



38,726







(39,093
)


Revenue from external customers


217,798



40,569











258,367Operating expenseMaterials, supplies and other


75,937















75,937Rent


6,313















6,313Labor and fringe benefits


27,977















27,977Fuel


44,341















44,341Depreciation and amortization


11,341















11,341Taxes, other than income taxes


4,222















4,222Gain on disposition of equipment


103















103Cost of goods sold






41,670











41,670Total cost of sales


170,234



41,670











211,904Selling, general & administrative


14,734



887











15,621Total operating expenses


184,968



42,557











227,525Operating income (loss)

$
32,830


$
(1,988
)

$



$



$
30,842  14




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##### Table of Contents



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


TotalNine Months ended September 30, 2008Total revenue

$
666,564


$
219,083


$
25,272


$
(4,034
)

$
906,885Intersegment revenues


573



2,193



1,268



(4,034
)


Revenue from external customers


665,991



216,890



24,004







906,885Operating expenseMaterials, supplies and other


237,906















237,906Rent


17,708















17,708Labor and fringe benefits


86,343















86,343Fuel


179,100















179,100Depreciation and amortization


35,477















35,477Taxes, other than income taxes


11,382















11,382Gain on disposition of equipment


(644
)














(644
)Cost of goods sold






201,441



17,933







219,374Total cost of sales


567,272



201,441



17,933







786,646Selling, general & administrative


51,597



2,409



6,608







60,614Total operating expenses


618,869



203,850



24,541







847,260Operating income (loss)

$
47,122


$
13,040


$
(537
)

$



$
59,625Nine Months ended September 30, 2007Total revenue

$
580,472


$
213,193


$



$
(45,840
)

$
747,825Intersegment revenues


676



45,164







(45,840
)


Revenue from external customers


579,796



168,029











747,825Operating expenseMaterials, supplies and other


205,652















205,652Rent


18,550















18,550Labor and fringe benefits


80,893















80,893Fuel


118,732















118,732Depreciation and amortization


34,894















34,894Taxes, other than income taxes


12,060















12,060Gain on disposition of equipment


(1,481
)














(1,481
)Cost of goods sold






161,238











161,238Total cost of sales


469,300



161,238











630,538Selling, general & administrative


47,625



2,834











50,459Total operating expenses


516,925



164,072











680,997Operating income

$
62,871


$
3,957


$



$



$
66,828  15




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Financial
    Instruments and Risk Management    AverageGallons


FixedSettlement Date

Hedged


PriceOctober-08


1,325,000



3.58November-08


1,125,000



3.68December-08


765,000



3.62January-09


565,000



3.57February-09


565,000



3.57March-09


565,000



3.57April-09


565,000



3.57May-09


565,000



3.57June-09


515,000



3.53July-09


515,000



3.53August-09


315,000



3.29September-09


315,000



3.29October-09


190,000



3.07November-09


100,000



2.977,990,000   Note 10.
    Acquisitions
    and Dispositions  Gulf-region
 16




---



##### Table of Contents



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

$
961Properties, Net


12,512Goodwill


2,100Purchase Price

$
15,573     Current Assets

$
7,786Properties, Net


3,979Long Term Assets


16Covenant Not to Compete


2,530Tradenames


1,980Customer Relationships


1,460Customer Backlog


280Permits/Licenses


170Goodwill


63Purchase Price

$
18,264        17




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 11.
    Fair
    Market Value Accounting    Fair Value Measurements atReporting Date UsingMarkets for Identical AssetsDescription

9/30/2008

(Level 1)Fuel price swaps

$
(4,795
)

$
(4,795
)   Note 12.
    Contingencies           18




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          e-mail Form 8-K
  Note 13.
    Share-based
    Compensation   19




---



##### Table of Contents



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
   20




---



##### Table of Contents



Trac
      The
    Industry
  Transportation Industry:
       21




---



##### Table of Contents



ton-miles,
  
     The Manufacturing Industry:
  Consolidated
    Financial Overview
   22




---



##### Table of Contents



ton-mile
  ton-mile
 23




---



##### Table of Contents



Transportation
        ton-miles, ton-miles
      year-to-date
 24




---



##### Table of Contents



Key
    Operating Statistics
  Three





NineMonths Ended


% Change to


Months Ended


% Change toSeptember 30,


Prior Year Quarter


September 30,


Prior Year YTD2008


Increase (Decrease)


2008


Increase (Decrease)Ton-miles
    (000s):Total dry


8,255,921



(13.4
)%


24,172,271



(10.7
)%Total liquid


710,540



(16.7
)%


2,179,955



(9.9
)%Total affreightment
    ton-miles


8,966,461



(13.7
)%


26,352,226



(10.6
)%Total non-affreightment
    ton-miles


981,597



(16.6
)%


3,261,667



5.0
%Total
    ton-miles


9,948,058



(14.0
)%


29,613,893



(9.1
)%Average
    ton-miles
    per affreightment barge


3,528



(9.5
)%


10,232



(5.5
)%Rates per ton mile:Dry rate per
    ton-mile






23.7
%






21.2
%Fuel neutral dry rate per
    ton-mile






6.6
%






7.9
%Liquid rate per
    ton-mile






52.4
%






37.4
%Fuel neutral liquid rate per-ton mile






19.3
%






12.8
%Overall rate per
    ton-mile

$
20.02



27.5
%

$
18.03



23.8
%Overall fuel neutral rate per
    ton-mile

$
16.98



8.1
%

$
15.84



8.7
%Revenue per average barge operated

$
90,264



17.7
%

$
241,651



22.3
%Fuel price and volume data (in thousands):Fuel price

$
3.60



63.4
%

$
3.27



63.9
%Fuel gallons


16,534



(17.7
)%


54,783



(8.0
)%Revenue data (in thousands):Affreightment revenue

$
179,566



10.5
%

$
474,570



10.8
%Towing


21,865



22.6
%


64,272



40.4
%Charter and day rate


20,672



14.7
%


58,956



26.1
%Demurrage


11,771



15.3
%


34,124



7.0
%Other


10,109



10.2
%


34,069



26.0
%Total non-affreightment revenue


64,417



16.6
%


191,421



26.4
%Total transportation segment revenue

$
243,983



12.0
%

$
665,991



14.9
%  25




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##### Table of Contents



Barge Fleet Changes  Quarterly and YTD
  Current Quarter

Dry


Tankers


TotalBarges operated as of the end of the 2nd qtr of 2008


2,338



384



2,722Retired (includes reactivations)


(23
)


(4
)


(27
)New builds










Purchased










Change in number of barges leased


(12
)






(12
)Barges operated as of the end of the 3rd qtr of 2008


2,303



380



2,683   Barges  YTD

Dry


Tankers


TotalBarges operated as of the end of 2007


2,440



388



2,828Retired


(95
)


(8
)


(103
)New builds










Purchased


1







1Change in number of barges leased


(43
)






(43
)Barges operated as of the end of the 3rd qtr 2008


2,303



380



2,683     Owned
    Boat Counts and Average Age by Horsepower Class
  Horsepower Class

Number


Average Age1950 or less


53



31.7Less than 4300


22



34.3Less than 6200


43



33.87000 or over


15



31.2Total/overall age


133



32.7     year-to-date ton-miles, year-to-date. Ton-mile ton-mile year-to-date Year-over-year ton-miles ton-miles year-to-date
  year-to-date
 26




---



##### Table of Contents



year-to-date.
  year-to-date year-to-date year-to-date,
    year-to-date
  year-to-date year-to-date
   27




---



##### Table of Contents



Manufacturing
    Manufacturing
    segment units produced for external sales or internal
    use
  Quarter Ended September 30,


Nine Months Ended September 30,2008


2007


2008


2007External sales:Liquid tank barges


12



2



38



15Ocean tank barges










3



Hybrid barges


10







10



Dry cargo barges


19



55



191



230Total external units sold


41



57



242



245Internal sales:Liquid tank barges






11







13Dry cargo barges






41







41Total units into production






52







54Total units produced


41



109



242



299    28




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##### Table of Contents



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


Nine Months Ended Sept. 30,2008


2007


2008


2007(Unaudited)(Dollars in thousands)Net Income from Continuing Operations

$
18,355


$
15,888


$
24,022


$
20,722Discontinued Operations, Net of Income Taxes


(7
)


3



296



(46
)Consolidated Net Income

$
18,348


$
15,891


$
24,318


$
20,676Adjustments from Continuing Operations:Interest Income


(30
)


(15
)


(92
)


(142
)Interest Expense


7,469



6,486



20,189



12,485Debt Retirement Expenses










2,379



23,938Depreciation and Amortization


12,626



12,000



38,760



36,765Taxes


11,136



8,793



14,582



11,729Adjustments from Discontinued Operations:Interest Income


(6
)


(25
)


(38
)


(111
)Depreciation and Amortization














Taxes


13



1



178



(28
)EBITDA from Continuing Operations


49,556



43,152



99,840



105,497EBITDA from Discontinued Operations






(21
)


436



(185
)Consolidated EBITDA

$
49,556


$
43,131


$
100,276


$
105,312EBITDA from Continuing Operations by Segment:Transportation Net Income

$
15,756


$
17,855


$
11,298


$
16,476Interest Income


(27
)


(15
)


(85
)


(142
)Interest Expense


7,414



6,486



20,134



12,485Debt Retirement Expenses










2,379



23,938Depreciation and Amortization


11,338



11,341



35,477



34,894Taxes


11,136



8,793



14,582



11,729Transportation EBITDA

$
45,617


$
44,460


$
83,785


$
99,380Manufacturing Net Income

$
3,384


$
6,953


$
13,698


$
14,220Interest Income














Interest Expense














Depreciation and Amortization


725



659



2,073



1,871Taxes














Total Manufacturing EBITDA


4,109



7,612



15,771



16,091Intersegment Profit


(306
)


(8,920
)


(540
)


(9,974
)External Manufacturing EBITDA

$
3,803


$
(1,308
)

$
15,231


$
6,117    29




---



##### Table of Contents



Outlook
  Transportation:
      
    Dry cargo barge retirements in the first nine months of 2008
    totaled 138 barges, bringing the total number of retirements and
    lease non-renewals in the period beginning January 1, 2006
    through the third quarter of 2008 to 658 units, or over 23%
    of the Companys previously existing dry cargo fleet. We
    expect approximately an 180 barge reduction in our dry fleet in
    2008. We also expect to not renew leases on approximately 70 dry
    cargo barges. We are not building any new dry cargo barges
    during 2008 for our transportation division at our shipyard and
    expect that increasing the efficiency of the existing fleet
    should compensate for a large portion of the scrapping of older
    barges in the near term.
    We have begun construction of a number of liquid tank barges to
    be built at our shipyard in the fourth quarter of 2008 and early
    in 2009, in order to add capacity to our existing liquid tank
    barge barrel capacity. We expect to add barges only to
    accommodate sold business.
    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.
    We intend to tighten our footprint within the Inland Waterway,
    building patterns around high contribution liquid and dry
    opportunities.
    As we lower the age of our fleet, we believe that we can reduce
    non-revenue days through lower repair days.   30




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##### Table of Contents



Year-to-date
  year-to-date
      dock-to-dock dock-to-door door-to-door
   31




---



##### Table of Contents



32




---



##### Table of Contents



year-to-date
    Manufacturing:
  year-to-date
 33




---



##### Table of Contents



AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Quarter Ended September 30, 2008 as compared With Quarter
    Ended September 30, 2007
  % of ConsolidatedQuarter Ended





RevenueSept. 30,





3rd Quarter2008


2007


Variance


2008


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

$
256,456


$
217,798


$
38,658



81.8
%


84.4
%Manufacturing (external and internal)


58,426



79,295



(20,869
)


18.6
%


30.7
%Intersegment manufacturing elimination


(1,207
)


(38,726
)


37,519



(0.4
)%


(15.1
)%Consolidated Revenue


313,675



258,367



55,308



100.0
%


100.0
%OPERATING EXPENSETransportation and Services


222,930



184,968



37,962Manufacturing (external and internal)


55,087



72,363



(17,276
)Intersegment manufacturing elimination


(901
)


(29,806
)


28,905Consolidated Operating Expense


277,116



227,525



49,591



88.3
%


88.1
%OPERATING INCOMETransportation and Services


33,526



32,830



696Manufacturing (external and internal)


3,339



6,932



(3,593
)Intersegment manufacturing elimination


(306
)


(8,920
)


8,614Consolidated Operating Income


36,559



30,842



5,717



11.7
%


11.9
%Interest Expense


7,469



6,486



983Debt Retirement Expenses










Other Income


(401
)


(325
)


(76
)Income Before Income Taxes


29,491



24,681



4,810Income Taxes


11,136



8,793



2,343Discontinued Operations


(7
)


3



(10
)Net Income

$
18,348


$
15,891


$
2,457Domestic Barges Operated (average of period beginning and end)


2,703



2,841



(138
)Revenue per Barge Operated (Actual)

$
90,264


$
76,662


$
13,602   RESULTS
    OF OPERATIONS
  Three
    months ended September 30, 2008 comparison to three months
    ended September 30, 2007
  Revenue.
     34




---



##### Table of Contents



Operating Expense.
  ton-mile
    work-in-process
    Operating Income. work-in-process work-in-process
  Interest Expense.
 35




---



##### Table of Contents



Income Tax Expense.
  Net Income.
  AMERICAN
    COMMERCIAL LINES INC. OPERATING RESULTS by BUSINESS SEGMENT
    Nine Months Ended September 30, 2008 as compared with Nine
    Months Ended September 30, 2007
    (Dollars in thousands except where noted)
    (Unaudited)
  % of Consolidated RevenueNine Months Ended Sept. 30,





Nine Months2008


2007


Variance


2008


2007REVENUETransportation and Services

$
689,995


$
579,796


$
110,199



76.1
%


77.5
%Manufacturing (external and internal)


219,083



213,193



5,890



24.1
%


28.5
%Intersegment manufacturing elimination


(2,193
)


(45,164
)


42,971



(0.2
)%


(6.0
)%Consolidated Revenue


906,885



747,825



159,060



100.0
%


100.0
%OPERATING EXPENSETransportation and Services


643,410



516,925



126,485Manufacturing (external and internal)


205,503



199,262



6,241Intersegment manufacturing elimination


(1,653
)


(35,190
)


33,537Consolidated Operating Expense


847,260



680,997



166,263



93.4
%


91.1
%OPERATING INCOMETransportation and Services


46,585



62,871



(16,286
)Manufacturing (external and internal)


13,580



13,931



(351
)Intersegment manufacturing elimination


(540
)


(9,974
)


9,434Consolidated Operating Income


59,625



66,828



(7,203
)


6.6
%


8.9
%Interest Expense


20,189



12,485



7,704Debt Retirement Expenses


2,379



23,938



(21,559
)Other Income


(1,547
)


(2,046
)


499Income before Income Taxes


38,604



32,451



6,153Income Taxes


14,582



11,729



2,853Discontinued Operations


296



(46
)


342Net Income

$
24,318


$
20,676


$
3,642Domestic Barges Operated (average of period beginning and end)


2,756



2,935



(179
)Revenue per Barge Operated (Actual)

$
241,651


$
197,545


$
44,106   Nine
    months ended September 30, 2008 comparison to nine months
    ended September 30, 2007
  Revenue.
 36




---



##### Table of Contents



Operating Expense.
  ton-mile
  work-in-process
    Operating Income.
 37




---



##### Table of Contents



work-in-process
  Interest Expense.
  Debt Retirement Expense.
  Income Tax Expense.
  Discontinued Operations, Net of Taxes.
  Net Income.
  LIQUIDITY
    AND CAPITAL RESOURCES
         38




---



##### Table of Contents



Our
    Indebtedness
          Net
    Cash, Capital Expenditures and Cash Flow
     39




---



##### Table of Contents



CHANGES
    IN ACCOUNTING STANDARDS
    instrument-by-instrument
   40




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES
  Form 10-K
  Form 10-Q Regulation S-X.
 41




---



##### Table of Contents



QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Fuel
    Price Risk
    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.
 42




---



##### Table of Contents



Rule 13a-15(b)).
  Changes in Internal Control over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS.    Environmental
    and Other Litigation.
    Collision Incident, Mile Marker 97 of the Mississippi
    River. No. 08-4012, No. 08-4007, No. 08-4025, No. 08-4031, No. 08-4058, No. 08-4059,
 43




---



##### Table of Contents



in rem in rem No. 08-4055, in rem in rem No. 08-4060, No. 08-4317, No. 08-4505,
       44




---



##### Table of Contents



Barge Cleaning Facilities, Port Arthur,
    Texas.
  Bulk Terminals Site, Louisville,
    Kentucky.
  Pulvair Site Group, Tennessee.
  SEC
    Inquiry
  e-mail Form 8-K
  ITEM 1A.
    RISK
    FACTORS   45




---



##### Table of Contents



RISKS
    RELATED TO OUR INDUSTRY
  The
    global economic crisis which began in the third quarter of
    2008 may have detrimental impacts on our
    business.
    
    Credit availability to the Company  Continued
    illiquidity in the credit markets may prevent us from being able
    to achieve the refinancing of our credit facility by its
    maturity date at the end of March 2009. If we are unable to
    obtain financing, we may not be able to repay our credit
    facility prior to its expiration and we would not have access to
    the capital necessary to continue normal operations. If the
    Company is successful in obtaining financing, the cost of
    capital may be significantly higher than the current facility.
    Credit availability to our customers  We
    believe that many of our customers, particularly customers of
    our manufacturing segment, rely on liquidity from operative
    global credit markets. If the markets remain illiquid, demand
    for our products and services may be constricted and we may not
    be able to collect on outstanding invoices.
    Potential recession impacts  Global demand for
    many of the products that are currently shipped by barge may be
    significantly diminished by a prolonged recession. Such loss of
    demand could severely impact our revenues, costs and financial
    condition.  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.
   46




---



##### Table of Contents



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.
    Volatile
    steel prices may lead to a reduction in or delay of demand for
    new barge construction.
    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.
   47




---



##### Table of Contents



We are
    subject to adverse weather and river conditions.
        Seasonal
    fluctuations in industry demand could adversely affect our
    operating results, cash flow and working capital
    requirements.
   48




---



##### Table of Contents



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.
  and/or
   49




---



##### Table of Contents



Our
    maritime operations expose us to numerous legal and regulatory
    requirements, and violation of these regulations could result in
    criminal liability against us or our officers.
    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
    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.
     50




---



##### Table of Contents



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.
    Our
    aging fleet of dry cargo barges may lead to increased costs and
    disruptions in our operations.
    The
    loss of one or more key customers, or material nonpayment or
    nonperformance by one or more of our key customers, could cause
    a significant loss of revenue and may adversely affect
    profitability.
    
    we were to lose one or more of our large customers,
    one or more of our large customers were to significantly reduce
    the amount of barging services they purchased from us and we
    were unable to redeploy that equipment on similar terms,
    one or more of our key customers failed to pay or perform,    We are
    named as a defendant in class action lawsuits and we are in
    receipt of other claims and we cannot predict the outcome of
    such litigation which may result in the imposition of
    significant liability to the Company.
       51




---



##### Table of Contents



We are
    facing significant litigation which may divert management
    attention and resources from our business.
    Our
    insurance may not be adequate to cover our losses.
      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.
    A
    major accident or casualty loss at any of our facilities could
    significantly reduce production.
   52




---



##### Table of Contents



Interruption
    or failure of our information technology and communications
    systems, or compliance with requirements related to controls
    over our information technology protocols, could impair our
    ability to effectively provide our services or increase our
    information technology costs and could damage our
    reputation.
    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 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.
   53




---



##### Table of Contents



200-mile
      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.
   54




---



##### Table of Contents



ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    Total Number of


Maximum Number (orShares (or Units)


Approximate DollarPurchased as


Value) of SharesTotal Number of


Average Price Paid


Part of Publicly


(or Units) That May Yet BeShares (or Units)


per Share


Announced Plans


Purchased Under thePeriod

Purchased(1)


(or Unit)(2)


or Programs


Plans or ProgramsJuly 1 to 31, 2008


805


$
11.45



N/A



N/AAugust 1 to 31, 2008










N/A



N/ASeptember 1 to 30, 2008


3,092


$
11.00



N/A



N/ATotal


3,897


$
11.09



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    ITEM 6.
    EXHIBITS.  ExhibitNo.

Description31
.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. 55




---



##### Table of Contents



SIGNATURES      By:
    /s/  Michael
    P. Ryan     By:
    /s/  Thomas
    R. Pilholski       56




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description31
.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. 57