|  |
|--|
|  |
|  |
|  |
|  |

UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

|  |
|--|
|  |  |  |  |
|  |

Form10-Q

(Mark one)

   Quarterly Report Pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934

For thequarterly period ended March 26, 2005

OR

   Transition report pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934

For thetransition period from_______________to________________

Commission File Number 333-118086

AMES TRUE TEMPER, INC.

(Exact name of registrant as specified inits charter)

|                                                              |  |                                     |  |  |  |  |
|--------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                     |  | 22-2335400                          |
| (State or other jurisdiction ofincorporationor organization) |  | (I.R.S. EmployerIdentification No.) |
| 465 RailroadAvenue, Camp Hill, Pennsylvania                  |  | 17011                               |
| (Address of principal executiveoffices)                      |  | (ZipCode)                           |
|                                                              |

(717) 737-1500

(Registrant's telephone number, includingarea code)

NOT APPLICABLE

(Former name, former address and former fiscalyear, if changed since last report)

Indicate by check markwhether the registrant (1) has filed all reports required to be filedby Section  13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such a period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.

Yes                No    

Indicate by check mark whether the Registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes                No    

As of May 9, 2005, the Registrant had 1,000 shares of itscommon stock, $1.00 par value,outstanding.

|  |
|--|
|  |
|  |
|  |
|  |

----

ATT HOLDINGCO.

INDEX

|                                                        |  |                                                                                                                                                                        |  |               |  |  |  |  |  |  |
|--------------------------------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------|--|--|--|--|--|--|
|                                                   |  |                                                                                                                                                                   |  | PageNo.       |
| **Part I.  FinancialInformation**            |  |
| Item 1.                                                |  | FinancialStatements                                                                                                                                                    |  |          |
|                                                   |  | CondensedConsolidated Balance Sheets of ATT Holding Co. as of March 26, 2005(unaudited) and as of September 25,2004                                                    |  |   1 |
|                                                   |  | CondensedConsolidated Statements of Operations of ATT Holding Co. for thethirteen week periods ended March 26, 2005 and March 27, 2004(Predecessor) –unaudited   |  |   2 |
|                                                   |  | CondensedConsolidated Statements of Operations of ATT Holding Co. for thetwenty-six week periods ended March 26, 2005 and March 27, 2004(Predecessor) –unaudited |  |   3 |
|                                                   |  | CondensedConsolidated Statements of Cash Flows of ATT Holding Co. for thetwenty-six weeks ended March 26, 2005 and March 27, 2004 (Predecessor)– unaudited       |  |   4 |
|                                                   |  | Notes toConsolidated Condensed Financial Statements –unaudited                                                                                                   |  |   5 |
| Item2.                                                 |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations                                                                                    |  | 13            |
| Item3.                                                 |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                                                              |  | 19            |
| Item 4.                                                |  | ControlsandProcedures                                                                                                                                                  |  | 19            |
| **PartII.  Other Information and Signature** |  |
| Item1.                                                 |  | LegalProceedings                                                                                                                                                       |  | 20            |
| Item2.                                                 |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                                                                             |  | 20            |
| Item3.                                                 |  | Defaults Upon SeniorSecurities                                                                                                                                         |  | 20            |
| Item 4.                                                |  | Submission of Matters to a Vote ofSecurity-Holders                                                                                                                     |  | 20            |
| Item5.                                                 |  | OtherInformation                                                                                                                                                       |  | 20            |
| Item6.                                                 |  | Exhibits                                                                                                                                                               |  | 20            |
| Signature                                              |  |                                                                                                                                                                   |  | 21            |
|                                                        |

----

Item 1.    FinancialStatements

ATT Holding Co. Condensed Consolidated BalanceSheets(InThousands)

|                                              |  |               |         |                    |  |        |         |         |  |  |
|----------------------------------------------|--|---------------|---------|--------------------|--|--------|---------|---------|--|--|
|                                         |  | March26, 2005 |         | September  25,2004 |
|                                         |  | (unaudited)   |         |               |
| **Assets**                                   |  |          |    |               |  |   |    |    |
| Currentassets:                               |  |          |    |               |  |   |    |    |
| Cashand cashequivalents                      |  | $             | 618     |               |  | $      | 1,250   |    |
| Tradereceivables,net                         |  |          | 96,342  |               |  |   | 57,904  |    |
| Inventories                                  |  |          | 111,099 |               |  |   | 98,217  |    |
| Deferredincometaxes                          |  |          | 4,557   |               |  |   | 4,387   |    |
| Prepaidexpenses and other currentassets      |  |          | 7,502   |               |  |   | 6,289   |    |
| Totalcurrentassets                           |  |          | 220,118 |               |  |   | 168,047 |    |
| Property,plant and equipment,net             |  |          | 62,785  |               |  |   | 63,677  |    |
| Pensionasset                                 |  |          | 277     |               |  |   | 247     |    |
| Intangibles,net                              |  |          | 81,735  |               |  |   | 82,291  |    |
| Goodwill                                     |  |          | 157,267 |               |  |   | 156,563 |    |
| Othernoncurrentassets                        |  |          | 14,424  |               |  |   | 12,412  |    |
| Totalassets                                  |  | $             | 536,606 |               |  | $      | 483,237 |    |
| **Liabilitiesand stockholders'equity**       |  |          |    |               |  |   |    |    |
| Currentliabilities:                          |  |          |    |               |  |   |    |    |
| Tradeaccountspayable                         |  | $             | 42,494  |               |  | $      | 28,926  |    |
| Accruedexpenses and other currentliabilities |  |          | 33,260  |               |  |   | 30,278  |    |
| Revolvingloan                                |  |          | 31,300  |               |  |   | 6,300   |    |
| Currentportion of long-termdebt              |  |          | — |               |  |   | 1,400   |    |
| Totalcurrentliabilities                      |  |          | 107,054 |               |  |   | 66,904  |    |
| Deferredincome taxes                         |  |          | 25,756  |               |  |   | 26,010  |    |
| Long-termdebt                                |  |          | 299,272 |               |  |   | 288,600 |    |
| Otherliabilities                             |  |          | 10,371  |               |  |   | 10,334  |    |
| Totalliabilities                             |  |          | 442,453 |               |  |   | 391,848 |    |
| Stockholders'equity:                         |  |          |    |               |  |   |    |    |
| Preferredstock-SeriesA                       |  |          | — |               |  |   | — |    |
| Commonstock-ClassA                           |  |          | — |               |  |   | — |    |
| Commonstock-ClassB                           |  |          | — |               |  |   | — |    |
| Additionalpaid-incapital                     |  |          | 110,500 |               |  |   | 110,500 |    |
| Predecessorbasisadjustment                   |  |          | (13,539 | )             |  |   | (13,539 | )  |
| Retainedearningsdeficit                      |  |          | (8,698  | )             |  |   | (7,820  | )  |
| Accumulatedother comprehensiveincome         |  |          | 5,950   |               |  |   | 2,248   |    |
|                                         |  |          | 94,213  |               |  |   | 91,389  |    |
| Treasurystock, atcost                        |  |          | (60     | )             |  |   | — |    |
| Totalstockholders'equity                     |  |          | 94,153  |               |  |   | 91,389  |    |
| Totalliabilities and stockholders'equity     |  | $             | 536,606 |               |  | $      | 483,237 |    |
|                                              |

Seeaccompanying notes.

1

----

ATT Holding Co. CondensedConsolidated Statements of Operations(InThousands)

|                                             |  |                                   |         |                                  |  |        |         |        |  |  |
|---------------------------------------------|--|-----------------------------------|---------|----------------------------------|--|--------|---------|--------|--|--|
|                                        |  |                              |         | Predecessor                      |
|                                        |  | Thirteenweeks endedMarch 26, 2005 |         | Thirteen weeksendedMarch 27,2004 |
|                                        |  | (unaudited)                       |
|                                        |  |
| Netsales                                    |  | $                                 | 133,806 |                             |  | $      | 129,686 |   |
| Cost ofgoodssold                            |  |                              | 100,734 |                             |  |   | 92,505  |   |
| Grossprofit                                 |  |                              | 33,072  |                             |  |   | 37,181  |   |
| Selling,general, and administrativeexpenses |  |                              | 20,901  |                             |  |   | 20,436  |   |
| Amortizationof intangibleassets             |  |                              | 446     |                             |  |   | 1,081   |   |
| Operatingincome                             |  |                              | 11,725  |                             |  |   | 15,664  |   |
| Interestexpense                             |  |                              | 10,992  |                             |  |   | 2,496   |   |
| Other (income)expense                       |  |                              | (7      | )                           |  |   | 2,006   |   |
| Incomebefore taxes                          |  |                              | 740     |                             |  |   | 11,162  |   |
| Income taxexpense                           |  |                              | 498     |                             |  |   | 4,160   |   |
| Netincome                                   |  | $                                 | 242     |                             |  | $      | 7,002   |   |
|                                             |

Seeaccompanying notes.

2

----

ATT Holding Co. CondensedConsolidated Statements of Operations(InThousands)

|                                             |  |                                     |         |                                     |  |        |         |        |  |  |
|---------------------------------------------|--|-------------------------------------|---------|-------------------------------------|--|--------|---------|--------|--|--|
|                                        |  |                                |         | Predecessor                         |
|                                        |  | Twenty-sixweeks endedMarch 26, 2005 |         | Twenty-six weeksendedMarch 27, 2004 |
|                                        |  | (unaudited)                         |
|                                        |  |
| Netsales                                    |  | $                                   | 215,852 |                                |  | $      | 214,101 |   |
| Cost ofgoodssold                            |  |                                | 161,719 |                                |  |   | 154,219 |   |
| Grossprofit                                 |  |                                | 54,133  |                                |  |   | 59,882  |   |
| Selling,general, and administrativeexpenses |  |                                | 37,506  |                                |  |   | 37,141  |   |
| Amortizationof intangibleassets             |  |                                | 860     |                                |  |   | 2,218   |   |
| Operatingincome                             |  |                                | 15,767  |                                |  |   | 20,523  |   |
| Interestexpense                             |  |                                | 17,187  |                                |  |   | 4,989   |   |
| Other (income)expense                       |  |                                | (222    | )                              |  |   | 58      |   |
| (Loss)income beforetaxes                    |  |                                | (1,198  | )                              |  |   | 15,476  |   |
| Income tax(benefit)expense                  |  |                                | (320    | )                              |  |   | 5,786   |   |
| Net(loss)income                             |  | $                                   | (878    | )                              |  | $      | 9,690   |   |
|                                             |

See accompanying notes.

3

----

ATT Holding Co. CondensedConsolidated Statements of Operations(InThousands)

|                                                                                    |  |                                     |          |                                    |  |        |         |         |  |  |
|------------------------------------------------------------------------------------|--|-------------------------------------|----------|------------------------------------|--|--------|---------|---------|--|--|
|                                                                               |  |                                |          | Predecessor                        |
|                                                                               |  | Twenty-sixweeks endedMarch 26, 2005 |          | Twenty-six weeksendedMarch 27,2004 |
|                                                                               |  | (unaudited)                         |
| **Operatingactivities**                                                            |  |                                |     |                               |  |   |    |    |
| Net (loss)income                                                                   |  | $                                   | (878     | )                             |  | $      | 9,690   |    |
| Adjustments toreconcile net (loss) income to net cash used in operatingactivities: |  |                                |     |                               |  |   |    |    |
| Depreciationof property, plant andequipment                                        |  |                                | 4,715    |                               |  |   | 3,890   |    |
| Amortizationof intangibleassets                                                    |  |                                | 860      |                               |  |   | 2,218   |    |
| Amortizationof loanfees                                                            |  |                                | 5,232    |                               |  |   | 440     |    |
| Amortizationof bonddiscount                                                        |  |                                | 22       |                               |  |   | — |    |
| Provisionfor deferredtaxes                                                         |  |                                | (1,164   | )                             |  |   | 2,404   |    |
| Provisionfor bad debts                                                             |  |                                | 98       |                               |  |   | (44     | )  |
| Noncashinterestexpense                                                             |  |                                | 174      |                               |  |   | 163     |    |
| (Gain) losson sale of fixedassets                                                  |  |                                | (45      | )                             |  |   | 5       |    |
| Changes inassets and liabilities, net of effects ofacquisition:                    |  |                                |     |                               |  |   |    |    |
| Accountsreceivable                                                                 |  |                                | (38,604  | )                             |  |   | (44,287 | )  |
| Inventories                                                                        |  |                                | (12,882  | )                             |  |   | (28,957 | )  |
| Prepaidexpenses and otherassets                                                    |  |                                | (2,722   | )                             |  |   | 180     |    |
| Accountspayable                                                                    |  |                                | 13,568   |                               |  |   | 19,975  |    |
| Accruedexpenses                                                                    |  |                                | 4,456    |                               |  |   | 3,846   |    |
| Otherliabilities                                                                   |  |                                | (547     | )                             |  |   | 387     |    |
| Netcash used in operatingactivities                                                |  |                                | (27,717  | )                             |  |   | (30,090 | )  |
|                                                                               |  |
| **Investingactivities**                                                            |  |                                |     |                               |  |   |    |    |
| Acquisition ofbusinesses, net of cashreceived                                      |  |                                | (224     | )                             |  |   | 497     |    |
| Purchase of fixedassets                                                            |  |                                | (3,335   | )                             |  |   | (2,569  | )  |
| Proceeds fromsale of fixedassets                                                   |  |                                | 45       |                               |  |   | (5      | )  |
| Netcash used in investingactivities                                                |  |                                | (3,514   | )                             |  |   | (2,077  | )  |
|                                                                               |  |                                |     |                               |  |   |    |    |
| **Financingactivities**                                                            |  |                                |     |                               |  |   |    |    |
| Repayments oflong-termdebt                                                         |  |                                | (140,000 | )                             |  |   | (12,663 | )  |
| Borrowingson long-termdebt                                                         |  |                                | 149,250  |                               |  |   | — |    |
| Borrowings onrevolver, net                                                         |  |                                | 25,000   |                               |  |   | 44,577  |    |
| Debtissuancecosts                                                                  |  |                                | (3,821   | )                             |  |   | — |    |
| Purchase oftreasurystock                                                           |  |                                | (60      | )                             |  |   | (1      | )  |
| Netcash provided by financingactivities                                            |  |                                | 30,369   |                               |  |   | 31,913  |    |
| Effect ofexchange rate changes oncash                                              |  |                                | 230      |                               |  |   | 266     |    |
| (Decrease)increase in cash and cashequivalents                                     |  |                                | (632     | )                             |  |   | 12      |    |
| Cash and cashequivalents at beginning ofperiod                                     |  |                                | 1,250    |                               |  |   | 1,688   |    |
| Cashand cash equivalents at end ofperiod                                           |  | $                                   | 618      |                               |  | $      | 1,700   |    |
|                                                                                    |

Seeaccompanying notes.

4

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Unaudited)(Dollars inthousands)

1.    Basis ofPresentation

The accompanying condensed consolidated financialstatements have been prepared in accordance with U.S. generallyaccepted accounting principles for interim financial information and,therefore, do not include all of the information and footnotes requiredby U.S. generally accepted accounting principles for complete annualfinancial statements. The accompanying financial information reflectsall adjustments (consisting only of normal recurring adjustments),which are, in the opinion of management, necessary for a fairpresentation of the results for the interim periods. As our businesshas historically been seasonal, the results of operations for thethirteen-week and twenty-six week periods ended March 26, 2005 are notnecessarily indicative of the results to be expected for the fullfifty-three week fiscal year ending October 1, 2005. These condensedconsolidated financial statements should be read in conjunction withthe Company's consolidated financial statements and notes theretoin the financial statements for the year ended September 25, 2004,which is included in the Company's Annual Report on Form 10-K forthe fiscal year ended September 25, 2004.

The consolidatedbalance sheet at September 25, 2004 has been derived from the auditedconsolidated balance sheet at that date but does not include all of theinformation and footnotes required by U.S. generally acceptedaccounting principles for complete financial statements.

Allentities and assets owned by ATT Holding Co. subsequent to June 27,2004 are referred to collectively as the"Company." All entities and assets owned byATT Holding Co. on June 27, 2004 or prior are referred to collectivelyas the "Predecessor."

2.    RecentAccounting Pronouncements

In November 2004, the FASB issuedStatement of Financial Accounting Standards ("SFAS") No. 151, InventoryCosts, an amendment of ARB No. 43 Chapter 4.  This Statementamends the guidance in ARB No. 43, Chapter 4, Inventory Pricing,to clarify the accounting for abnormal amounts of idle facilityexpense, freight, handling costs, and wasted material (spoilage). ThisStatement requires that those items be recognized as current-periodcharges regardless of whether they meet the criterion of"so abnormal." as defined in ARB No. 43. In addition, this Statement requires that allocation of fixedproduction overheads to the costs of conversion be based on the normalcapacity of the production facilities.  This statement iseffective for inventory costs incurred beginning in the Company'sfiscal 2006. The Company is in the process of reviewing SFAS 151 andhas not determined the effects on the consolidated financialstatements.

3.    Acquisitions

On August  4,2003, the Predecessor acquired Greenlife, Inc., a Massachusettscorporation, with operations in China. Greenlife is in the business ofmarketing, selling and distributing non-powered lawn and garden toolsand accessories. The Predecessor established an indemnity escrowaccount related to the acquisition of $300, which is being held for twoyears.

The purchase price of the acquisition allocated to thefair market value of inventory acquired resulted in an increase in costof goods sold of approximately $90 for the twenty-six weeks endedMarch  27, 2004. That amount represents the manufacturing profitsacquired. This business was acquired to increase thePredecessor's market share and gain access to the operations inChina.

On June  28, 2004, the Company completed the saleof all outstanding common and preferred stock of the Predecessor toaffiliates of Castle Harlan, Inc., a private equity group. CHATTHoldings, Inc., the "buyer", and CHATTHoldings LLC, the "buyer parent", werecreated to make the acquisition of the Company. Approximately87% of the equity interests of the buyer parent are owned byaffiliates of Castle Harlan, and the remainder was issued to members ofour management who held 

5

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Continued) (Unaudited)(Dollars inthousands)

capital stock in the Predecessor, in lieu ofcash consideration that they otherwise would have been entitled toreceive in the acquisition. In addition, certain members of managementthat did not hold equity in the Predecessor purchased an equityinterest in the buyer parent for cash.

All acquisitions wereaccounted for using the purchase method. The allocation of the purchaseprice associated with the acquisitions has been determined by theCompany based upon available information and in certain cases issubject to further refinement.

The acquisition of thePredecessor was accounted for as a purchase in accordance with SFASNo.  141, Business Combinations, and Emerging Issues TaskForce (EITF) Issue No. 88-16, Basis in Leveraged BuyoutTransactions. As such, the acquired assets and assumed liabilitieshave been recorded at fair market value for the interests acquired andpreliminary estimates of assumed liabilities by new investors and atthe carryover basis for continuing investors. The acquired assets andassumed liabilities were assigned new book values in the sameproportion as the residual interests of the continuing investors andthe new interests acquired by the new investors. Under EITF 88-16, theCompany was revalued at the merger date to the fair value to the extentof the majority stockholder's approximately 87%controlling interest in the Company. The remaining approximately13% is accounted for at the continuing stockholders'carryover basis in the Company. An adjustment of $13,539 to record thiseffect is included as a reduction of stockholders' equity underthe caption "Predecessor basis adjustment."The excess of the purchase price over the historical basis of the netassets acquired has been applied to adjust net assets to their fairvalues to the extent of the majority stockholder's approximately87% ownership.

4.    Restructuring and PurchaseAccounting

In connection with the acquisition of thePredecessor on June 28, 2004, the Company began to assess and formulatean exit and restructuring plan that includes reductions of workforce,facility closures and changes in business strategies. This exit andrestructuring plan is intended to increase operating efficiencies. AtJune 28, 2004, the Company recorded a liability of $4,782 related tothe reductions of workforce and facility closures and $4,795 related tochanges in business strategies for a product line. Adjustments will bemade to these reserves as the cost estimates are refined and finalized.The Company expects to complete these plans in the next one to threeyears. During the period ended March 26, 2005, the Company obtainedadditional information and refined the estimate for the reductions ofworkforce and facility closures, which resulted in a decrease to therestructuring reserve.

At March 26, 2005, the remainingrestructuring reserves of $6,862 were included in accrued expenses andother current liabilities and other liabilities and relate to portionsof the exit plans that are not yet completed. Changes to therestructuring reserves are as follows:

|                                 |  |        |        |         |  |  |
|---------------------------------|--|--------|--------|---------|--|--|
| Balanceas of September  25,2004 |  | $      | 9,498  |    |
| Accretion ofInterest            |  |   | 174    |    |
| Purchase AccountingAdjustments  |  |   | (2,032 | )  |
| Payments                        |  |   | (778   | )  |
| Balanceas of March 26,2005      |  | $      | 6,862  |    |
|                                 |

6

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Continued) (Unaudited)(Dollars inthousands)

5.    Other ComprehensiveIncome

|                                                        |  |                                   |        |                                   |  |        |         |         |  |  |
|--------------------------------------------------------|--|-----------------------------------|--------|-----------------------------------|--|--------|---------|---------|--|--|
|                                                   |  | Thirteenweeks endedMarch 26, 2005 |        | Thirteen weeksendedMarch 27, 2004 |
| Net income                                             |  | $                                 | 242    |                              |  | $      | 7,002   |    |
| Other comprehensiveincome:                             |  |                              |   |                              |  |   |    |    |
|     Currency translationadjustment |  |                              | 307    |                              |  |   | (237    | )  |
|     Fairvalue adjustment ofswaps   |  |                              | 1,205  |                              |  |   | — |    |
| Comprehensiveincome                                    |  | $                                 | 2,493  |                              |  | $      | 6,765   |    |
|                                                        |

|                                                        |  |                                     |        |                                     |  |        |         |        |  |  |
|--------------------------------------------------------|--|-------------------------------------|--------|-------------------------------------|--|--------|---------|--------|--|--|
|                                                   |  | Twenty-sixweeks endedMarch 26, 2005 |        | Twenty-six weeksendedMarch 27, 2004 |
| Net (loss)income                                       |  | $                                   | (878   | )                              |  | $      | 9,690   |   |
| Other comprehensiveincome:                             |  |                                |   |                                |  |   |    |   |
|     Currency translationadjustment |  |                                | 2,497  |                                |  |   | 567     |   |
|     Fairvalue adjustment ofswaps   |  |                                | 1,205  |                                |  |   | — |   |
| Comprehensiveincome                                    |  | $                                   | 2,824  |                                |  | $      | 10,257  |   |
|                                                        |

6.    Goodwilland Other Intangibles

In accordance with SFAS No.  142,Goodwill and Other Intangible Assets, the Company is required totest goodwill and indefinite lived intangible assets for impairment onat least an annual basis. There can be no assurance that futureimpairment tests will not result in a charge to earnings. There wereadditions to goodwill during the period ended March 26, 2005, whichreflect additional payments the Company made to third-parties relatedto the acquisition of the Company. During the period ended March 26,2005, the Company obtained additional information and refined theestimates relating to the restructuring reserves and certain legalmatters.

The cost of other acquired intangible assets, includingprimarily customer relationships and covenants not to compete, isamortized on a straight-line basis over the estimated lives of 2 to 10years. Amortization of other intangibles amounted to $446 and $860 forthe thirteen and twenty-six weeks ended March 26, 2005. The estimatedaggregate amortization expense for each of the succeeding periods is asfollows: $879 for the remainder of fiscal 2005; $1,807 in fiscal 2006;$1,345 in fiscal 2007; $1,266 in fiscal 2008; $1,079 in fiscal 2009 and$5,439 thereafter.

The changes in carrying amount of goodwillfor the period ended March 26, 2005 are asfollows:

|                                     |  |        |         |         |  |  |
|-------------------------------------|--|--------|---------|---------|--|--|
| Goodwillat September 25,2004        |  | $      | 156,563 |    |
| Additions                           |  |   | 568     |    |
| Revisionof purchase priceallocation |  |   | (1,427  | )  |
| Currency translationadjustments     |  |   | 1,563   |    |
| Goodwillat March 26,2005            |  | $      | 157,267 |    |
|                                     |

7

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Continued) (Unaudited)(Dollars inthousands)

The following table reflects the componentsof intangible assets other thangoodwill:

|                                    |  |               |        |                   |  |        |        |         |  |  |
|------------------------------------|--|---------------|--------|-------------------|--|--------|--------|---------|--|--|
|                               |  | March26, 2005 |        | September 25,2004 |
| Finite lived intangibleassets:     |  |          |   |              |  |   |   |    |
| Technology(patents)                |  | $             | 984    |              |  | $      | 984    |    |
| Non-competeagreements              |  |          | 884    |              |  |   | 885    |    |
| Customerrelationships              |  |          | 11,282 |              |  |   | 11,209 |    |
|                               |  |          | 13,150 |              |  |   | 13,078 |    |
| Accumulatedamortization:           |  |          |   |              |  |   |   |    |
| Technology(patents)                |  |          | (203   | )            |  |   | (68    | )  |
| Non-competeagreements              |  |          | (294   | )            |  |   | (99    | )  |
| Customerrelationships              |  |          | (844   | )            |  |   | (310   | )  |
|                               |  |          | (1,341 | )            |  |   | (477   | )  |
| Netfinite lived intangibleassets   |  |          | 11,809 |              |  |   | 12,601 |    |
|                               |  |          |   |              |  |   |   |    |
| Indefinitelived intangible assets: |  |          |   |              |  |   |   |    |
| Tradenames                         |  |          | 69,926 |              |  |   | 69,690 |    |
| TotalIntangibles,net               |  | $             | 81,735 |              |  | $      | 82,291 |    |
|                                    |

Onlyamounts of acquired goodwill from acquisitions made by the Predecessorare expected to be deductible for income tax purposes.

7.    Inventories

Inventories are asfollows:

|                               |  |               |         |                   |  |        |         |         |  |  |
|-------------------------------|--|---------------|---------|-------------------|--|--------|---------|---------|--|--|
|                          |  | March26, 2005 |         | September 25,2004 |
|                          |  |          |    |              |  |   |    |    |
| Finishedgoods                 |  | $             | 77,280  |              |  | $      | 65,291  |    |
| Work inprocess                |  |          | 19,787  |              |  |   | 18,729  |    |
| Rawmaterials                  |  |          | 26,465  |              |  |   | 22,595  |    |
|                          |  |          | 123,532 |              |  |   | 106,615 |    |
| Lessallowance forobsolescence |  |          | (12,433 | )            |  |   | (8,398  | )  |
|                          |  | $             | 111,099 |              |  | $      | 98,217  |    |
|                               |

8.    DebtArrangements

On June  28, 2004, in conjunction with theacquisition of the Predecessor, Ames True Temper, Inc., a directwholly-owned subsidiary of the Company, entered into a $215,000 SeniorSecured Credit Facility ($75,000 revolving credit facility and $140,000Term Loan B) and issued $150,000 of Senior Subordinated Notes in orderto finance the acquisition, repay the Predecessor's outstandingdebt and pay related fees and expenses. The Senior Secured CreditFacility is guaranteed by the Company and each of existing and futuredirect and indirect subsidiaries, other than any subsidiary that is a"controlled foreign corporation" underSection 957 of the Internal Revenue Code. The Company and each of theother guarantors granted to the senior lenders a first priority(subject to certain customary exceptions) security interest in andliens on all of the respective present and future property and

8

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Continued) (Unaudited)(Dollars inthousands)

assets to secure all of the obligations underthe Senior Secured Credit Facility, and any interest rate swap orsimilar agreements with a senior lender under the Senior Secured CreditFacility. The Company also guarantees the Senior Subordinated Notes ona senior subordinated basis. This guarantee ranks behind all existingand future senior debt of the Company, including the guarantee of theSenior Secured Credit Facility and the Senior Floating Rate Notes,equal to all future senior subordinated indebtedness and ahead of afuture debt that expressly provides that it is subordinated to theguarantee.

On January 14, 2005, Ames True Temper, Inc. completedthe offering of $150,000 Senior Floating Rate Notes due 2012 in anunregistered offering to qualified institutional buyers in accordancewith Rule 144A under the Securities Act of 1933, as amended, andoutside the United States pursuant to Regulation S under the SecuritiesAct. The proceeds of this offering were used by the Company to repaythe entire balance of Term Loan B, which amounted to $139,300.Additionally, the proceeds were used to pay transaction fees and repaya portion of the revolving credit facility. As a result of thetransaction, the Company recorded a charge of $4,102 to interestexpense to write-off the portion of prepaid bank fees related to TermLoan B.

The Senior Floating Rate Notes, issued at a 0.5%discount, bear interest at a floating rate per annum, reset quarterly,equal to LIBOR plus 4%, which was 6.64% at March 26,2005. The Senior Floating Rate Notes pay interest quarterly in cash inarrears on January 15, April 15, July 15 and October 15 of each year,commencing on April 15, 2005. The Senior Floating Rate Notes mature onJanuary 15, 2012, unless earlier redeemed or repurchased, and aresubject to the terms and conditions set forth in the Indenture. TheCompany guarantees the Senior Floating Rate Notes.

The SeniorFloating Rate Notes are unsecured, unsubordinated obligations of AmesTrue Temper, Inc. They are effectively subordinated to all existing andfuture secured debt, to the extent of the assets securing such debt,including borrowings under the Senior Secured Credit Facility, paripassu with all future senior unsecured indebtedness, senior in right ofpayment to all existing and future senior subordinated debt, includingthe Senior Subordinated Notes, and effectively behind all of theexisting and future liabilities of Ames True Temper Inc.'ssubsidiaries, including trade payables.

On January 14, 2005,simultaneously with the completion of the offering of the Notesreferred to above, Ames True Temper, Inc. entered into an amendment(the "Amendment") to the terms of the SeniorSecured Credit Facility. As amended, availability under the SeniorSecured Credit Facility is restricted to the lesser of $75,000 and theborrowing-base amount, which is equal to (a) 85% of the amountof eligible receivables, plus (b) the lower of (i) 55% of thecost or fair market value of eligible inventory and (ii) if aninventory appraisal has been performed, 80% of the orderlyliquidation value of Ames True Temper's inventory, plus (c) apercentage of eligible equipment or real property determined by Bank ofAmerica, N.A., as administrative agent, and not objected to by therequired lenders.

In connection with the issuance of the Notes,Ames True Temper, Inc. entered into interest rate swaps (the"Swaps") with Bank of America, N.A. andWachovia Bank, N.A. Pursuant to the Swap with Bank of America, N.A.,which becomes effective on January 17, 2006, Ames True Temper, Inc.will swap 3-month LIBOR rates for fixed interest rates of 4.31%on a notional amount of $100,000 for the period from January 17, 2006through January 15, 2008, $66,667 for the period from January 15, 2008to January 15, 2009 and $33,333 for the period from January 15, 2009through January 15, 2010.

Pursuant to the Swap with WachoviaBank, N.A., effective January 15, 2006, Ames will swap 3 month LIBORrates for fixed interest rates of 4.29% on a notional amount of$50,000 for the period from January 15, 2006 through January 15, 2008,$33,333 for the period from January 15, 2008 to January 15, 2009 and$16,667 for the period from January 15, 2009 through January 15,2010.

9

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Continued) (Unaudited)(Dollars inthousands)

The Company has accounted for the interestrate swaps in accordance with Statement of Financial AccountingStandards ("SFAS") No. 133 Accounting forDerivative Instruments and Hedging Activities, as amended by SFASNo. 138, Accounting for Certain Derivative Instruments and CertainHedging Activities and SFAS No. 149, Amendment of Statement 133on Derivative Instruments and Hedging Activities (collectively,"SFAS 133").  SFAS 133 establishesaccounting and reporting standards for derivative instruments andhedging activities.  SFAS 133 requires that all derivatives berecognized as either assets or liabilities at fair value.  As ofMarch 26, 2005, the interest rate swaps were recorded as an asset of$1,944. The Company has accounted for the swaps as cash flow hedges andhas recorded changes in fair value of $1,205 in accumulated othercomprehensive income, net of deferred taxes of $739.

Amountsoutstanding under the revolving credit facility were $31,300 and $6,300as of March 26, 2005 and September 25, 2004, respectively. The Companyhad letters of credit outstanding totaling $1,610 and $960 as of March26, 2005 and September 25, 2004, respectively. The total amountavailable under the revolving credit facility at March 26, 2005 andSeptember 25, 2004 was $42,090 and $67,740, respectively. The weightedaverage interest rate for the revolving credit facility at March 26,2005 was 5.97%.

Total indebtedness is asfollows:

|                                                             |  |               |         |                    |  |        |         |         |  |  |
|-------------------------------------------------------------|--|---------------|---------|--------------------|--|--------|---------|---------|--|--|
|                                                        |  | March26, 2005 |         | September  25,2004 |
| Senior Secured CreditFacility:                              |  |          |    |               |  |   |    |    |
|     Revolving loanfacility, expires2010 |  | $             | 31,300  |               |  | $      | 6,300   |    |
|     Term LoanB, due 2011                |  |          | — |               |  |   | 140,000 |    |
| SeniorFloating Rate Notes, due2012                          |  |          | 150,000 |               |  |   | — |    |
|     Lessunaccreteddiscount              |  |          | (728    | )             |  |   | — |    |
| 10%Senior Subordinated Notes, due2012                       |  |          | 150,000 |               |  |   | 150,000 |    |
| Totaldebt                                                   |  |          | 330,572 |               |  |   | 296,300 |    |
| Less short-termrevolving loanfacilities                     |  |          | (31,300 | )             |  |   | (6,300  | )  |
| Currentportion of long-termdebt                             |  |          | — |               |  |   | (1,400  | )  |
| Long-termdebt                                               |  | $             | 299,272 |               |  | $      | 288,600 |    |
|                                                             |

TheSenior Secured Credit Facility, as amended, and the Senior SubordinatedNotes contain various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions (with exceptions) on: liens; debt; loans, acquisitions,joint ventures and other investments; mergers and consolidations,sales, transfers and other dispositions of property or assets;dividends, distributions, redemptions and other restricted payments;changes in the nature of the Company's business; transactionswith affiliates; and prepayment, redemption or repurchase of certaindebt. In addition, the Senior Secured Credit Facility, as amended,requires that the Company meet certain financial covenant tests,including without limitation: the maintenance of a minimum EBITDA of$41.0 million and the maintenance of a minimum fixed charge coverageratio (defined as EBITDA less capital expenditures to cash taxesplus cash interest expense plus scheduled principalpayments and prepayments plus dividends and distributions onequity) of 1.00:1.00. As of March 26, 2005, the Company was incompliance with all applicable debt covenants.

10

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Continued) (Unaudited)(Dollars inthousands)

9.    Pension and Other PostretirementBenefits

|                                     |  |                     |        |                     |  |              |        |               |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------|--|---------------------|--------|---------------------|--|--------------|--------|---------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                |  | PensionBenefits     |        | OtherBenefits       |
|                                |  | Thirteenweeks ended |        | Thirteen weeksended |
|                                |  | March26,2005        |        | March 27,2004       |  | March26,2005 |        | March 27,2004 |
| ServiceCost                         |  | $                   | 830    |                |  | $            | 754    |          |  | $      | 6       |   |  | $      | 5       |   |
| InterestCost                        |  |                | 1,608  |                |  |         | 1,564  |          |  |   | 37      |   |  |   | 32      |   |
| Expectedreturn on planassets        |  |                | (2,467 | )              |  |         | (2,451 | )        |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost    |  |                | 1      |                |  |         | 6      |          |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized netloss |  |                | 68     |                |  |         | 186    |          |  |   | — |   |  |   | — |   |
| Netperiodic benefitcost             |  | $                   | 40     |                |  | $            | 59     |          |  | $      | 43      |   |  | $      | 37      |   |
|                                     |

|                                     |  |                       |        |                       |  |              |        |               |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------|--|-----------------------|--------|-----------------------|--|--------------|--------|---------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                |  | PensionBenefits       |        | OtherBenefits         |
|                                |  | Twenty-sixweeks ended |        | Twenty-six weeksended |
|                                |  | March26,2005          |        | March 27,2004         |  | March26,2005 |        | March 27,2004 |
| ServiceCost                         |  | $                     | 1,659  |                  |  | $            | 1,502  |          |  | $      | 12      |   |  | $      | 12      |   |
| InterestCost                        |  |                  | 3,214  |                  |  |         | 3,118  |          |  |   | 74      |   |  |   | 78      |   |
| Expectedreturn on planassets        |  |                  | (4,932 | )                |  |         | (4,883 | )        |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost    |  |                  | 2      |                  |  |         | 13     |          |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized netloss |  |                  | 135    |                  |  |         | 363    |          |  |   | — |   |  |   | — |   |
| Netperiodic benefitcost             |  | $                     | 78     |                  |  | $            | 113    |          |  | $      | 86      |   |  | $      | 90      |   |
|                                     |

EmployerContributions

During the thirteen-week periods ended March 26,2005 and March 27, 2004, the Company contributed $23 and $28,respectively, to its defined benefit pension plan. During thetwenty-six week periods ended March 26, 2005 and March 27, 2004, theCompany contributed $51 and $55, respectively, to its defined benefitpension plan.

During the thirteen-week periods ended March 26,2005 and March 27, 2004, the Company contributed $72 and $22,respectively, to its post-retirement benefit plan. During thetwenty-six week periods ended March 26, 2005 and March 27, 2004, theCompany contributed $148 and $33, respectively, to its post-retirementbenefit plan.

11

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Continued) (Unaudited)(Dollars inthousands)

10.    Segment Information

TheCompany has operations in the United States, Europe and Canada. Thefollowing is a summary by geographicregion:

|              |  |                                    |         |                                   |  |          |        |                             |  |        |         |        |  |        |        |        |  |  |
|--------------|--|------------------------------------|---------|-----------------------------------|--|----------|--------|-----------------------------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|         |  | Thirteenweeks ended March 26, 2005 |         | Thirteen weeksended March 27,2004 |
|         |  | NetSales                           |         | Earnings Before Income Taxes      |  | NetSales |        | Earnings Before IncomeTaxes |
| UnitedStates |  | $                                  | 114,791 |                              |  | $        | (1,913 | )                      |  | $      | 112,120 |   |  | $      | 8,819  |   |
| Europe       |  |                               | 2,029   |                              |  |     | 36     |                        |  |   | 1,604   |   |  |   | 67     |   |
| Canada       |  |                               | 16,986  |                              |  |     | 2,617  |                        |  |   | 15,962  |   |  |   | 2,276  |   |
| Total        |  | $                                  | 133,806 |                              |  | $        | 740    |                        |  | $      | 129,686 |   |  | $      | 11,162 |   |
|              |

|              |  |                                      |         |                                     |  |          |        |                                    |  |        |         |        |  |        |        |         |  |  |
|--------------|--|--------------------------------------|---------|-------------------------------------|--|----------|--------|------------------------------------|--|--------|---------|--------|--|--------|--------|---------|--|--|
|         |  | Twenty-sixweeks ended March 26, 2005 |         | Twenty-six weeksended March 27,2004 |
|         |  | NetSales                             |         | (Loss) Earnings Before Income Taxes |  | NetSales |        | Earnings (Loss) Before IncomeTaxes |
|         |  |                                 |    |                                |  |     |   |                               |  |   |    |   |  |   |   |    |
| UnitedStates |  | $                                    | 180,638 |                                |  | $        | (5,641 | )                             |  | $      | 182,116 |   |  | $      | 11,594 |    |
| Europe       |  |                                 | 3,207   |                                |  |     | 16     |                               |  |   | 2,994   |   |  |   | (17    | )  |
| Canada       |  |                                 | 32,007  |                                |  |     | 4,427  |                               |  |   | 28,991  |   |  |   | 3,899  |    |
| Total        |  | $                                    | 215,852 |                                |  | $        | (1,198 | )                             |  | $      | 214,101 |   |  | $      | 15,476 |    |
|              |

|              |  |                    |         |                   |  |        |         |        |  |  |
|--------------|--|--------------------|---------|-------------------|--|--------|---------|--------|--|--|
|         |  | IdentifiableAssets |
|         |  | March 26,2005      |         | September 25,2004 |
|         |  |               |    |              |  |
| UnitedStates |  | $                  | 456,736 |              |  | $      | 410,801 |   |
| Europe       |  |               | 6,865   |              |  |   | 6,432   |   |
| Canada       |  |               | 73,005  |              |  |   | 66,004  |   |
| Total        |  | $                  | 536,606 |              |  | $      | 483,237 |   |
|              |

11.    Commitmentsand Contingencies

The Company is involved in lawsuits andclaims, including certain environmental matters, arising out of thenormal course of its business. In the opinion of management, theultimate amount of liability, if any, under pending litigation will nothave a material adverse effect on the Company's financialposition, results of operations or cash flows. During the thirteenweeks ended March 26, 2005, the Company entered into a purchase supplycontract that establishes certain future minimum purchase commitmentsassociated with its operations. The future minimum purchases under thiscontract require the Company to purchase goods amounting to $2,936within one year from the effectivedate.

12

----

Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

The followingdiscussion relates to the consolidated financial performance andresults of operations of our parent, ATT Holding Co. A separatediscussion for Ames True Temper, Inc. is not presented since our parenthas no operations or assets separate from its investment in Ames TrueTemper, Inc. and since the Senior Subordinated Notes and the SeniorFloating Rate Notes are guaranteed by our parent. The followingdiscussion of our parent's results of operations and financialcondition should be read in conjunction with our financial statementsand notes thereto included elsewhere in this Form 10-Q. This Form 10-Qcontains forward-looking statements. All statements other thanstatements of historical fact are "forward-lookingstatements" for purposes of federal and state securitieslaws. Forward-looking statements may include the words"may," "will,""plans,""estimates,""anticipates,""believes,""expects,""intends" and similar expressions. Althoughwe believe that such statements are based on reasonable assumptions,these forward-looking statements are subject to numerous factors, risksand uncertainties that could cause actual outcomes and results to bematerially different from those projected or assumed in ourforward-looking statements. These factors, risks and uncertaintiesinclude, among others, the following: our liquidity and capitalresources; sales levels to existing and new customers; increasedconcentration of our customers; seasonality and adverse weatherconditions; competitive pressures and trends; changing consumerpreferences; new product and customer initiatives; risks relating toforeign sourcing and foreign operations and availability of rawmaterials; our ability to successfully consummate and integrateacquisitions; and general economic conditions. Our actual results,performance or achievements could differ materially from thoseexpressed in, or implied by, the forward-looking statements. We cangive no assurances that any of the events anticipated by theforward-looking statements will occur or, if any of them do, whatimpact they will have on our results of operations and financialcondition. We do not intend, and we undertake no obligation, to updateany forward-looking statement.

Overview

Ames TrueTemper, Inc. is a leading North American manufacturer and marketer ofnon-powered lawn and garden tools and accessories. We offer thefollowing 11 distinct product lines with over 5,000 active SKUs: longhandle tools, wheelbarrows, decorative accessories, garden hoses, hosereels, lawn carts, pots and planters, pruning tools, repair handles,snow tools and striking tools. We sell our products primarily in theU.S. and Canada through (1) retail centers, including home centers andmass merchandisers, (2) wholesale chains, including hardware stores andgarden centers, and (3) industrial distributors. References to fiscal2004 are to the 52-week period that is combined from the thirteen-weekperiod ended September 25, 2004 with the 39-week period ended June 27,2004 for the Predecessor. All entities and assets owned by ATT HoldingCo. and financial results prior to June 28, 2004 are referred tocollectively as the "Predecessor."

InJune 2004, affiliates of Castle Harlan, Inc., a New York-basedprivate-equity investment firm, together with certain of our employees,completed the acquisition of our company from Wind Point Partners. Inorder to acquire our company, CHATT Holdings, Inc., "thebuyer", and CHATT Holdings LLC, "the buyerparent", were formed. Upon completion of the acquisition,affiliates of Castle Harlan, Inc. (Castle Harlan Partners IV, L.P., orCHP IV, and affiliates) owned approximately 87% of thebuyer-parent and management owned approximately 13%. In order tofinance the acquisition, repay our outstanding debt and pay relatedfees and expenses:

|           |                                                                                                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | we entered into a$215.0 million senior credit facility consisting of a $75.0 millionrevolving credit facility and a $140.0 million term loan, as describedin "Debt and OtherObligations;" |

|           |                                                                                                           |
|-----------|-----------------------------------------------------------------------------------------------------------|
| (b)  | we issued$150.0 million of 10% senior subordinated notes, as described in"Debt and Other Obligations;"and |

|           |                                                                                                                     |
|-----------|---------------------------------------------------------------------------------------------------------------------|
| (c)  | the buyer parent received a $110.5million equity capital contribution from CHP IV and its affiliates andmanagement. |

The purchase price of the Predecessor from WindPoint Partners included a write-up to the fair market value ofinventory acquired, which resulted in an increase in cost of goods soldof $10.1 

13

----

million, or 2.3% of sales, duringfiscal 2004. That amount represents the manufacturing profits acquired.Additionally, the purchase price allocated to the fair value oftradenames and finite lived intangible assets was $69.7 million and$13.1 million, respectively. Additionally, a $34.9 million write-up wasrecorded to adjust fixed assets to fair value.

Results ofOperations

Thirteen weeks ended March 26, 2005compared to thirteen weeks ended March 27, 2004

NetSales.    Net sales for the thirteen-week period ended March 26,2005 increased $4.1 million, or 3.2%, to $133.8 million comparedto $129.7 million for the thirteen weeks ended March 27, 2004. Overallnet sales increased primarily from increases in sales prices.

Gross Profit.    Gross profit for the thirteen weeks endedMarch 26, 2005 decreased $4.1 million to $33.1 million from $37.2million for the thirteen weeks ended March 27, 2004. This decrease wasdue to the increase in commodity costs, primarily steel and resin,partially offset by cost saving measures and increased sales prices.Gross profit as a percentage of net sales decreased to 24.7%from 28.7% during this period.

Selling, General andAdministrative ("SG&A")Expenses.    SG&A expenses for the thirteen weeks ended March26, 2005 increased $0.5 million to $20.9 million from $20.4 million forthe thirteen weeks ended March 27, 2004. The increase relates primarilyto an increase in distribution expenses as a result of the expansion ofour largest distribution center and increased depreciation expenses asa result of the write-up to fair value of assets as a result of thesale of our company to affiliates of Castle Harlan.

Amortization of Intangible Assets.    During the thirteenweeks ended March 26, 2005, we recorded $0.5 million in amortizationexpense, as compared to $1.1 million during the thirteen week periodended March 27, 2004. This decrease was due to the acquisition byaffiliates of Castle Harlan, which reflects a change in valuation andlives of the assets.

Interest Expense.    Interestexpense for the thirteen weeks ended March 26, 2005 increased $8.5million to $11.0 million from $2.5 million during the thirteen weeksended March 27, 2004. The increase was a result of increased debt inconnection with the acquisition by affiliates of Castle Harlan and thewrite off of $4.1 million of deferred financing fees as a result of therepayment of the Term Loan B under the Senior Secured Credit Facilityin connection with the issuance of the Senior Floating Rate Notes.

Other Expense.    Other expense during the thirteen weeksended March 27, 2004 was $2.0 million, primarily related to thereversal of income from anti-dumping duties.

Income TaxExpense.    Income tax expense for the thirteen weeks ended March26, 2005 was $0.5 million, or approximately 67% of income beforetaxes. Income tax expense for the thirteen weeks ended March 27, 2004was $4.2 million, or approximately 37% of income before taxes.At the end of each interim reporting period, we estimate the effectivetax rate expected to be applicable for the full fiscal year. The ratedetermined is used in providing for income taxes on a year-to-datebasis. The tax effect of significant unusual items is reflected in theperiod in which they occur. The increase in the effective tax rate wasdue to a mixture of tax benefit domestically combined with a taxexpense in our Canadian and Irish subsidiaries and a reduction in oureffective tax rate estimated for the full fiscal year, which caused arecapture of a portion of the income tax benefit for the thirteen weeksended December 25, 2004.

Twenty-six weeks endedMarch 26, 2005 compared to twenty-six weeks ended March 27, 2004

Net Sales.    Net sales for the twenty-six week periodended March 26, 2005 increased $1.8 million, or 0.8%, to $215.9million compared to $214.1 million for the twenty-six weeks ended March27, 2004. Overall net sales increased primarily from increases in salesprices, partially offset by a sales volume decline in the twenty-sixweeks ended March 26, 2005. The sales volume decline was driven by adecrease in snow tool sales as a result of less snowfall as compared tothe prior year period.

14

----

Gross Profit.    Gross profit forthe twenty-six weeks ended March 26, 2005 decreased $5.7 million to$54.2 million from $59.9 million for the twenty-six weeks ended March27, 2004. This decrease was primarily due to the increase in commoditycosts, primarily steel and resin and the decrease in sales related tosnow tools. Gross profit as a percentage of net sales decreased to25.1% from 28.0% during this period.

Selling,General and Administrative ("SG&A")Expenses.    SG&A expenses for the twenty-six weeks endedMarch 26, 2005 increased $0.4 million to $37.5 million from $37.1million for the twenty-six weeks ended March 27, 2004. The increaserelates primarily to an increase in distribution expenses as a resultof the expansion of our largest distribution center and increaseddepreciation expenses as a result of the write-up to fair value ofassets as a result of the sale of our company to affiliates of CastleHarlan.

Amortization of Intangible Assets.    Duringthe twenty-six weeks ended March 26, 2005, we recorded $0.9 million inamortization expense, as compared to $2.2 million during the twenty-sixweek period ended March 27, 2004. This decrease was due to theacquisition by affiliates of Castle Harlan, which reflects a change invaluation and lives of the assets.

InterestExpense.    Interest expense for the twenty-six weeks ended March26, 2005 increased $12.2 million to $17.2 million from $5.0 millionduring the twenty-six weeks ended March 27, 2004. The increase was aresult of increased debt in connection with the acquisition byaffiliates of Castle Harlan and the write off of $4.1 million ofdeferred financing fees as a result of the repayment of the Term Loan Bunder the Senior Secured Credit Facility in connection with theissuance of the Senior Floating Rate Notes.

OtherIncome.    Other income for the twenty-six weeks ended March 26,2005 was $0.2 million and was primarily due to gains on foreigncurrency exchange. Other expense during the twenty-six weeks endedMarch 27, 2004 was $0.1 million related to non-operating expenses,partially offset by gains on foreign currency exchange.

Income Tax (Benefit) Expense.    Income tax benefit for thetwenty-six weeks ended March 26, 2005 was $0.3 million, orapproximately 27% of loss before taxes. Income tax expense forthe twenty-six weeks ended March 27, 2004 was $5.8 million, orapproximately 37% of income before taxes. At the end of eachinterim reporting period, we estimate the effective tax rate expectedto be applicable for the full fiscal year. The rate determined is usedin providing for income taxes on a year-to-date basis. The tax effectof significant unusual items is reflected in the period in which theyoccur. The decrease in the effective tax rate was due to a mixture oftax benefit domestically combined with a tax expense in our Canadianand Irish subsidiaries.

Liquidity and Capital Resources

Our principal liquidity requirements are to service our debt andmeet our working capital and capital expenditure needs. Subject to ourperformance, which, if adversely affected, could adversely affect theavailability of funds, we expect to be able to meet our liquidityrequirements for the foreseeable future through cash provided byoperations and through borrowings available under our senior creditfacility. We cannot assure you, however, that this will be thecase.

Cash Flows

Cash used in operatingactivities for the twenty-six weeks ended March 26, 2005 was $27.7million, compared to a cash use of $30.1  million for the periodended March 27, 2004. During our first two quarters of the fiscal year,we typically use our revolving loan facility to fund our seasonal buildof inventory. Cash used in investing activities of $3.5 million and$2.1 million for the twenty-six week periods ended March 26, 2005 andMarch 27, 2004, respectively, was due primarily to the purchase offixed assets. Cash provided by financing activities was $30.4 millionand $31.9 million for the twenty-six week periods ended March 26, 2005and March 27, 2004, respectively. During the period ended March 26,2005, the proceeds were due to the borrowings under the revolvingcredit facility and the result of the issuance of the Senior FloatingRate Notes, which included the repayment of the 

15

----

Term Loan B under the Senior Secured CreditFacility and the payment of debt issuance costs. During the periodended March 27, 2004, the proceeds were due primarily to debtborrowings under revolving credit facility, partially offset byrepayments of long-term debt.

Debt and Other Obligations

Senior Secured Credit Facility

On June 28, 2004, we enteredinto a $215.0 million senior credit facility with various banks,financial institutions and other lenders. The senior credit facilityconsists of a $140.0 million term loan B facility, which matures onJune 28, 2011, and a $75.0 million revolving credit facility, whichmatures on June 28, 2010. On January 14, 2005, simultaneously with thecompletion of the offering of the Senior Floating Rate Notes referredto below, we repaid the term loan in full and entered into an amendment(the "Amendment") to the terms of the seniorcredit facility. As of March 26, 2005, we had a draw on the revolvingportion of our senior credit facility of $31.3 million, with $1.6million of letters of credit outstanding. At March 26, 2005, based onthe borrowing base calculation, the revolver limit was $75.0 million,with $42.1 million available under the revolving credit facility. Theweighted average interest rate for the revolving credit facility atMarch 26, 2005 was 5.97%.

The interest rates applicableto the senior credit facility as of March 26, 2005 (other than inrespect of swing-line loans) were the Eurodollar Rate plus theApplicable Rate, or at our option, the Alternate Base Rate plus theApplicable Rate. The "Alternate Base Rate"means the higher of (i) the floating rate of interest announced fromtime to time by Bank of America N.A as its "primerate" or (ii) the Federal Funds rate plus 50 basis pointsper annum. The "Eurodollar Rate" means therate per annum equal to the rate determined by the administrative agentto be the offered rate that appears on the Telerate Screen thatdisplays an average British Bankers Association Interest SettlementRate for deposits in dollars. With respect to the revolving creditfacility (including swing line loans), the "ApplicableRate" means (i) until December 28, 2004, 3.00% perannum, in the case of Eurodollar Rate loans, and 2.00% perannum, in the case of Alternate Base Rate advances, and (ii)thereafter, a percentage per annum to be determined in accordance witha pricing grid based on the leverage ratio. With respect to the termloan B, the Applicable Rate means 2.75% per annum in the case ofa LIBOR-rate loan, and 1.75% per annum in the case of anAlternate Base Rate loan.

Certain customary fees would have beenpayable to the lenders and the agents under the senior secured creditfacility, including without limitation, a commitment for our revolvingcredit facility and letter of credit fees. The senior credit facilitycontained various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions on: liens, loans, acquisitions, mergers, sales, transfers,dividends, distributions, changes in the nature of our business,transactions with affiliates and capital expenditures. In addition, theSenior Secured Credit Facility, as amended, requires that the Companymeet certain financial covenant tests, including without limitation:the maintenance of a minimum EBITDA of $41.0 million and themaintenance of a minimum fixed charge coverage ratio (defined as EBITDAless capital expenditures to cash taxes plus cashinterest expense plus scheduled principal payments andprepayments plus dividends and distributions on equity) of1.00:1.00.

Pursuant to the Amendment, availability under thesenior credit facility is restricted to the lesser of $75.0 million andthe borrowing base amount, which is equal to (a) 85% of theamount of eligible receivables, plus (b) the lower of (i) 55% ofthe cost or fair market value of eligible inventory and (ii) if aninventory appraisal has been performed, 80% of the orderlyliquidation value of our inventory, plus (c) a percentage of eligibleequipment or real property determined by Bank of America, N.A., asadministrative agent, and not objected to by the required lenders. Inaddition, the Senior Secured Credit Facility, as amended, requires thatwe meet certain financial covenant tests, including without limitation,the maintenance of minimum EBITDA and minimum fixed charge coverageratio, as defined by the amended Credit Agreement.

As of March26, 2005, we were in compliance with all of our financial covenants.The senior secured credit facility contains customary events of default(subject to customary exceptions, 

16

----

thresholds and grace periods), including,without limitation: nonpayment of principal, interest, fees and failureto perform or observe certain covenants.

Senior SubordinatedNotes

On June 28, 2004, we completed a private offering of$150.0 million in aggregate principal amount at maturity of 10%Senior Subordinated Notes due July 15, 2012. The Senior SubordinatedNotes are fully and unconditionally guaranteed by our parent, ATTHolding Co., on a senior subordinated basis. On August 10, 2004, wefiled a registration statement with respect to new notes havingsubstantially identical terms as the original notes, as part of anoffer to exchange registered notes for the privately issued originalSenior Subordinated Notes. The new notes evidence the same debt as theoriginal Senior Subordinated Notes, are entitled to the benefits of theindenture governing the original Senior Subordinated Notes and aretreated under the indenture as a single class with the original notes.The exchange offer was completed on November 24, 2004.

TheSenior Subordinated Notes are unsecured senior subordinated obligationsand rank behind all of our existing and future senior debt, includingborrowings under the senior credit facility, equally with any of ourfuture senior subordinated debt, ahead of any of our future debt thatexpressly provides for subordination to the Senior Subordinated Notesand effectively behind all of the existing and future liabilities ofour subsidiaries, including trade payables.

We pay interest onthe Senior Subordinated Notes semi-annually in cash, in arrears, onJanuary  15 and July 15 at an annual rate of 10.0%. Theindenture governing Senior Subordinated Notes contains variousaffirmative and negative covenants, subject to a number of importantlimitations and exceptions, including but not limited to those limitingour ability and the ability of our restricted subsidiaries, to borrowmoney, guarantee debt or sell preferred stock, create liens, paydividends on or redeem or repurchase stock, make certain investments,sell stock in our restricted subsidiaries, restrict dividends or otherpayments from restricted subsidiaries, enter into transactions withaffiliates and sell assets or merge with other companies.

Theindenture governing the Senior Subordinated Notes contains variousevents of default, including but not limited to those related tonon-payment of principal, interest or fees; violations of certaincovenants; certain bankruptcy-related events; invalidity of liens;non-payment of certain legal judgments; and cross defaults with certainother indebtedness. We may redeem the Senior Subordinated Notes on orafter July 15, 2008, except we may redeem up to 35% of theSenior Subordinated Notes prior to July 15, 2007 with the proceeds ofone or more public equity offerings. We are required to redeem theSenior Subordinated Notes under certain circumstances involving changesof control.

Senior Floating Rate Notes

On January 14,2005, we completed the offering of $150.0 million principal amount atmaturity of our Senior Floating Rate Notes Due 2012, which was issuedat a 0.5% discount, in an unregistered offering to qualifiedinstitutional buyers in accordance with Rule 144A under the SecuritiesAct and outside the United States pursuant to Regulation S under theSecurities Act. Net proceeds for the offering were used to repay ourterm loan B in full, repay a portion of our revolving credit facilityand pay related fees and expenses. The Senior Floating Rate Notes arefully and unconditionally guaranteed by our parent on a seniorunsecured basis.

The Senior Floating Rate Notes are unsecured,unsubordinated obligations and are effectively subordinated to all ofour existing and future secured debt, to the extent of the assetssecuring such debt, including borrowings under the senior securedcredit facility, pari passu with all future senior unsecuredindebtedness, senior in right of payment to all existing and futuresenior subordinated debt, including our Senior Subordinated Notes due2012, and effectively behind all of the existing and future liabilitiesof our subsidiaries, including trade payables.

We pay intereston the Senior Floating Rate Notes quarterly in cash, in arrears, onJanuary 15, April 15, July 15 and October 15 at a rate per annum, resetquarterly, equal to LIBOR plus 4.0%, 

17

----

starting on April 15, 2005. The indenturegoverning the Senior Floating Rate Notes contains various affirmativeand negative covenants, subject to a number of important limitationsand exceptions, including but not limited to those limiting our abilityand the ability of our restricted subsidiaries to borrow money,guarantee debt or sell preferred stock, create liens, pay dividends onor redeem or repurchase stock, make specified types of investments,sell stock in our restricted subsidiaries, restrict dividends or otherpayments from restricted subsidiaries, enter into transactions withaffiliates and sell assets or merge with other companies.

Theindenture governing the Senior Floating Rate Notes contains variousevents of default, including but not limited to those related tonon-payment of principal, interest or fees; failure to perform orobserve certain covenants; inaccuracy of representations and warrantiesin any material respect, cross defaults with certain otherindebtedness, certain bankruptcy related events, monetary judgmentdefaults and material non-monetary judgment defaults, ERISA defaultsand change of control. We can redeem the Senior Floating Rate Notes, inwhole or in part, at any time on or after January 15, 2007. Inaddition, we may up to 35% of the Senior Floating Rate Notesprior to January 15, 2007 with the net proceeds of one or more publicequity offerings. We are required to redeem the Senior Floating RateNotes under certain circumstances involving changes of control.

In connection with the offering of the Senior Floating Rate Notes,we entered into a registration rights agreement with the initialpurchasers (the "Registration RightsAgreement"), pursuant to which we and our parent agreed toconduct a registered exchange offer for the Notes (the"Exchange Offer") or to cause to becomeeffective a shelf registration statement providing for resales of theSenior Floating Rate Notes. We are required (i) to file a registrationstatement (the "Registration Statement") forthe exchange offer as soon as practicable, but in no event later than90 days after January 14, 2005, (ii) to use our best efforts to causesuch Registration Statement to become effective at the earliestpossible time, but in no event later than 180 days after January 14,2005, and (iii) to cause the Registration Statement to be effectivecontinuously and to keep the Exchange Offer open for a period of notless than the minimum period required under applicable federal andstate securities laws; provided, however, that in no event shallsuch period be less than 30 days after the date notice of the ExchangeOffer is mailed to the holders of the Senior Floating Rate Notes. If wefail to comply with certain of our obligations under the RegistrationRights Agreement, we will be required to pay liquidated damages to theholders of the Senior Floating Rate Notes.

On March 25, 2005 wefiled a registration statement with respect to new notes havingsubstantially identical terms as the original notes, as part of anoffer to exchange registered notes for the privately issued originalSenior Floating Rate Notes. The new notes evidence the same debt as theoriginal Senior Floating Rate Notes, are entitled to the benefits ofthe indenture governing the original Senior Floating Rate Notes and aretreated under the indenture as a single class with the original notes.We expect the exchange offer to be completed during our third quarter,which ends on June 25, 2005.

Interest Rate Swaps

Inconnection with the offering of the Senior Floating Rate Notes, onJanuary 11, 2005, we entered into interest rate swaps (the"Swaps") with Bank of America, N.A. andWachovia Bank, N.A. Pursuant to the Swap with Bank of America, N.A.,which becomes effective on January 17, 2006, we will swap 3 month LIBORrates for fixed interest rates of 4.31% on a notional amount of$100 million for the period from January 17, 2006 through January 15,2008, approximately $66.7 million for the period from January 15, 2008to January 15, 2009 and approximately $33.3 million for the period fromJanuary 15, 2009 through January 15, 2010.

Pursuant to the Swapwith Wachovia Bank, N.A., effective January 15, 2006, we will swap 3month LIBOR rates for fixed interest rates of 4.29% for anotional amount of $50 million for the period from January 15, 2006through January 15, 2008, approximately $33.3 million for the periodfrom January 15, 2008 to January 15, 2009 and approximately $16.7million for the period from January 15, 2009 through January 15,2010.

The interest rate swaps are accounted for in accordancewith Statement of Financial Accounting Standard("SFAS") No. 133 Accounting for DerivativeInstruments and Hedging Activities, as amended 

18

----

by SFAS No. 138, Accounting for CertainDerivative Instruments and Certain Hedging Activities and SFAS No.149, Amendment of Statement 133 on Derivative Instruments andHedging Activities (collectively, "SFAS133").  SFAS 133 establishes accounting andreporting standards for derivative instruments and hedging activities. SFAS 133 requires that all derivatives be recognized as eitherassets or liabilities at fair value.  As of March 26, 2005, theinterest rates swaps were recorded as an asset of $1.9 million. Theswaps are accounted for as cash flow hedges, therefore, we haverecorded changes in fair value in accumulated other comprehensiveincome of $1.2 million, net of deferred tax of $0.7 million.

Recent Accounting Pronouncements

In November 2004,the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 151, Inventory Costs,an amendment of ARB No. 43 Chapter 4.  This Statement amendsthe guidance in ARB No. 43, Chapter 4, Inventory Pricing, toclarify the accounting for abnormal amounts of idle facility expense,freight, handling costs, and wasted material (spoilage). This Statementrequires that those items be recognized as current-period chargesregardless of whether they meet the criterion of "soabnormal." as defined in ARB No. 43.  In addition,this Statement requires that allocation of fixed production overheadsto the costs of conversion be based on the normal capacity of theproduction facilities.  This statement is effective for inventorycosts incurred during fiscal years beginning after June 15, 2005. Weare in the processing of reviewing SFAS 151 and have not determined theeffects on the consolidated financial statements.

Item3.    Quantitative and Qualitative Disclosures About MarketRisk

The Company's cash flows and earnings aresubject to fluctuations resulting from changes in interest rates,foreign currency exchange rates and raw material costs.  Wemanage our exposure to these market risks through internallyestablished policies and procedures and, when deemed appropriate,through the use of derivative financial instruments. Our policy doesnot allow speculation in derivative instruments for profit or executionof derivative instrument contracts for which there are no underlyingexposures.  We do not use financial instruments for tradingpurposes and are not a party to any leveraged derivatives.  Wemonitor our underlying market risk exposures on an ongoing basis andbelieve that we can modify or adapt our hedging strategies asneeded.

We are subject to changes in interest rates, foreigncurrency exchange rates and certain commodity prices. Our primarymarket risk is interest rate exposure with respect to our floating ratedebt. The initial interest rate of the Senior Floating Rate Notes atclosing was 6.64%. In connection with the offering of the SeniorFloating Rate Notes, we entered into two interest rate swaps. Theseswaps effectively fix the interest rate of the Senior Floating RateNotes at notional amounts of $150.0 million for two years beginningJanuary 15, 2006, subsequently amortizing at a rate of $50.0 millionper year until the maturity in 2010. See"Management's Discussion and Analysis of FinancialCondition and Results of OperationsDebt andOther ObligationsSenior Floating RateNotes" and "InterestRate Swaps."

We conduct foreign operations inCanada and Ireland and utilize international suppliers andmanufacturers. As a result, we are subject to risk from changes inforeign exchange rates. These changes result in cumulative translationadjustments, which are included in accumulated other comprehensiveincome (loss). We do not consider the potential loss resulting from ahypothetical 10% adverse change in quoted foreign currencyexchange rates, as of March 26, 2005 to be material.

We purchasecertain raw materials such as resin, steel, and wood that are subjectto price volatility caused by unpredictable factors. Where possible, weemploy fixed rate raw material purchase contracts and customer priceadjustments to help us to manage this risk. We do not currently usederivatives to manage raw materials risk.

Item4.    Controls and Procedures

Under the supervisionand with the participation of management, including our principalexecutive officer and principal financial officer, we have evaluatedthe effectiveness of the design and 

19

----

operation of our disclosure controls andprocedures as of the end of the period covered by this report, andbased on their evaluation, the principal executive officer andprincipal financial officer have concluded that these controls andprocedures are effective. There were no changes in our internalcontrols that have affected or are reasonably likely to affect ourinternal control over financial reporting.

PART II. OTHERINFORMATION AND SIGNATURE

Item 1.    LegalProceedings

From approximately 1993 through 1999, wemanufactured and sold 647,000 wheelbarrows with poly wheel hubs.Various claims were submitted, and lawsuits filed, to recover forinjuries sustained while inflating tires on these wheelbarrows. In2002, we participated in a voluntary "fasttrack" recall of these wheelbarrows with the ConsumerProduct Safety Commission. We again voluntarily recalled thesewheelbarrows in June 2004 in cooperation with the Consumer ProductSafety Commission. However, less than 1% of the total productssold were returned, leaving an unknown number in service. To date, wehave received 28 claims involving this product, of which 25 claims havebeen resolved. Of the three remaining open claims, we have not beennamed as a defendant in any lawsuits. This action is being defended bya former owner in accordance with the indemnification provisions of thepurchase agreement pursuant to which the Predecessor was purchased.Although we believe that we have sufficient insurance coverage in placeto cover this lawsuit, an adverse finding against us may exceed thelimits of our coverage.

On August 3, 2004, Jacuzzi Brands fileda complaint in the Court of Common Pleas of Cumberland County,Pennsylvania against us, our parent and several Castle Harlan and WindPoint entities. The complaint alleges that, in connection with theacquisition of our parent by affiliates of Castle Harlan, we failed toprovide notice to Jacuzzi Brands and to obtain its consent to suchacquisition, as allegedly required by the provisions of a leaseholdmortgage granted to Jacuzzi Brands on our distribution center inCarlisle, Pennsylvania. The complaint asserts causes of action againstus for breach of contract, civil conspiracy and common law fraud. Inthe complaint, Jacuzzi Brands seeks an unspecified amount of damages,that a letter of credit be posted to secure our remaining rentalobligations under the lease for the distribution center and otherinjunctive relief. Upon the filing of the complaint, Jacuzzi Brandsmoved for a preliminary injunction, which, following a hearing, thecourt denied by order dated August 23, 2004. We, our parent and theCastle Harlan defendants have since answered the complaint, and theWind Point defendants filed preliminary objections seeking to dismissthe claims asserted against them. By order dated December 9, 2004, thecourt denied Wind Point's preliminary objections to thecomplaint. On January 6, 2005, Jacuzzi Brands served interrogatoriesand document demands upon all the defendants. We believe that thecomplaint is without merit and intend to continue to contest the actionvigorously.

We are involved in various other claims and legalactions that arise in the ordinary course of business. We do notbelieve that the ultimate resolution of any of these actions will havea material adverse effect on our consolidated financial position,results of operations, liquidity or capital resources.

Item2.    Unregistered Sales of Equity Securities and Use ofProceeds

None

Item 3.    Defaults UponSenior Securities

None

Item 4.    Submissionof Matters to a Vote of Security Holders

None

Item5.    Other Information

None

20

----

Item 6.    Exhibits

|                     |                                                                                                                                                  |
|---------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 31.1   | Certification of Chief ExecutiveOfficer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 |

|                    |                                                                                                                                                  |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 31.2  | Certification of Chief Financial Officer Pursuantto Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002 |

|                    |                                                                                                                                                 |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 32.1  | Certification of Chief Executive Officer PursuantTo 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of TheSarbanes-Oxley Act Of 2002 |

|                    |                                                                                                                                                 |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 32.2  | Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of2002 |

21

----

AMES TRUETEMPER, INC.

SIGNATURE

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

|  | AMES TRUE TEMPER,INC. |
|--|-----------------------|

Date: May 9, 2005

|  |
|--|
|  |  |  |
|  |

|  | JudySchuchart Chief Financial Officer (Principal FinancialOfficer and AuthorizedSignatory) |
|--|--------------------------------------------------------------------------------------------|

----

AMES TRUETEMPER, INC.

EXHIBIT INDEX

|         |  |                                                                                                                                                   |  |  |  |  |
|---------|--|---------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit |  | Description                                                                                                                                       |
| 31.1    |  | Certificationof Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14, AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of2002   |
| 31.2    |  | Certification of Chief FinancialOfficer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002  |
| 32.1    |  | Certification of Chief Executive Officer Pursuantto 18 U.S.C. Section  1350, As Adopted Pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002. |
| 32.2    |  | Certification of Chief Financial Officer Pursuantto 18 U.S.C. Section  1350, As Adopted Pursuant to Section 906 ofthe Sarbanes-Oxley Act of2002.  |
|         |

----