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UNITEDSTATES SECURITIES AND EXCHANGECOMMISSIONWASHINGTON, D.C.20549

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Form10-Q

(Markone)

|  |        |                                                                                       |
|--|--------|---------------------------------------------------------------------------------------|
|  |   | Quarterly Report Pursuantto Section 13 or 15(d) of the Securities Exchange Act of1934 |

    For the quarterly period endedDecember  31,2005

OR

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|--|--------|----------------------------------------------------------------------------------------|
|  |   | Transitionreport pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934 |

    For the transition period from  ________________to________________

Commission File Number333-118086

AMES TRUE TEMPER,INC.(Exact name of registrant as specified in itscharter)

|                                                |  |                    |  |  |  |  |
|------------------------------------------------|--|--------------------|--|--|--|--|
| **Delaware**                                   |  | **22-2335400**     |
| (Stateor other jurisdiction of                 |  | (I.R.S.Employer    |
| incorporation ororganization)                  |  | IdentificationNo.) |
| **465 RailroadAvenue, Camp Hill,Pennsylvania** |  | **17011**          |
| (Address ofprincipal executive offices)        |  | (ZipCode)          |
|                                                |

(717)737-1500(Registrant’s telephone number, including areacode)

NOT APPLICABLE(Former name, former addressand former fiscal year, if changed since lastreport)

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

Yes           No   

Indicateby check mark whether the Registrant is an accelerated filer (asdefined in Rule 12b-2 of the ExchangeAct).

Yes           No   

Indicateby check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes        No   

Asof February  13,  2006 the Registrant had 1,000 shares ofits common stock, $1.00 par value,outstanding.

    

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ATTHOLDINGCO.

INDEX

|                                                                   |  |                                                                                                                                                                                                                                         |        |         |        |        |  |  |  |  |
|-------------------------------------------------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|--|--|--|--|
|                                                              |  |                                                                                                                                                                                                                                    |        | PageNo. |
| **PartI.    FinancialInformation**            |  |                                                                                                                                                                                                                                    |   |    |
| Item1.                                                            |  | FinancialStatements                                                                                                                                                                                                                     |        |    |   |   |
|                                                              |  |     CondensedConsolidated Balance Sheets of ATT Holding Co. as of    December  31,  2005 (unaudited) and October1,2005                                                                          |        |    | 1      |   |
|                                                              |  |     CondensedConsolidated Statements of Operations of ATT Holding Co.     forthe thirteen week periods ended December  31,  2005 andDecember  25,     2004 –unaudited |        |    | 2      |   |
|                                                              |  |     CondensedConsolidated Statements of Cash Flows of ATT Holding Co.     forthe thirteen weeks ended December  31,  2005 andDecember  25,     2004 –unaudited        |        |    | 3      |   |
|                                                              |  |     Notesto Condensed Consolidated Financial Statements –unaudited                                                                                                                                            |        |    | 4      |   |
| Item2.                                        |  | Management's Discussion and Analysis ofFinancial Condition and Results ofOperations                                                                                                                                                     |        |    | 11     |   |
| Item3.                                                            |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                                                                                                                               |        |    | 16     |   |
| Item4.                                                            |  | Controls andProcedures                                                                                                                                                                                                                  |        |    | 17     |   |
| **PartII.    Other Information andSignature** |  |                                                                                                                                                                                                                                    |   |    |
| Item1.                                                            |  | LegalProceedings                                                                                                                                                                                                                        |        |    | 18     |   |
| Item2.                                                            |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                                                                                                                                              |        |    | 18     |   |
| Item3.                                                            |  | Defaults Upon SeniorSecurities                                                                                                                                                                                                          |        |    | 18     |   |
| Item4.                                                            |  | Submission of Matters to a Vote ofSecurity-Holders                                                                                                                                                                                      |        |    | 18     |   |
| Item5.                                                            |  | OtherInformation                                                                                                                                                                                                                        |        |    | 18     |   |
| Item6.                                                            |  | Exhibits                                                                                                                                                                                                                                |        |    | 18     |   |
| Signature                                                         |  |                                                                                                                                                                                                                                    | 20     |    |
|                                                                   |

----

**Item1.    Financial Statements**

ATT HoldingCo.Condensed Consolidated Balance Sheets(InThousands)

|                                                 |  |                  |          |                |  |        |          |         |  |  |
|-------------------------------------------------|--|------------------|----------|----------------|--|--------|----------|---------|--|--|
|                                            |  | December31, 2005 |          | October 1,2005 |
|                                            |  | (unaudited)      |          |           |
| **Assets**                                      |  |             |     |           |  |   |     |    |
| Currentassets:                                  |  |             |     |           |  |   |     |    |
| Cash and cashequivalents                        |  | $                | 3,891    |           |  | $      | 21,394   |    |
| Tradereceivables,net                            |  |             | 50,931   |           |  |   | 49,677   |    |
| Inventories                                     |  |             | 107,367  |           |  |   | 91,146   |    |
| Deferredincometaxes                             |  |             | 6,279    |           |  |   | 6,265    |    |
| Prepaidexpenses and other currentassets         |  |             | 7,200    |           |  |   | 6,472    |    |
| Totalcurrentassets                              |  |             | 175,668  |           |  |   | 174,954  |    |
| Property,plant and equipment,net                |  |             | 62,210   |           |  |   | 61,907   |    |
| Intangibles,net                                 |  |             | 80,689   |           |  |   | 81,129   |    |
| Goodwill                                        |  |             | 41,582   |           |  |   | 41,735   |    |
| Othernoncurrentassets                           |  |             | 15,543   |           |  |   | 15,300   |    |
| Totalassets                                     |  | $                | 375,692  |           |  | $      | 375,025  |    |
| **Liabilitiesand stockholders’equity**    |  |             |     |           |  |   |     |    |
| Currentliabilities:                             |  |             |     |           |  |   |     |    |
| Trade accountspayable                           |  | $                | 39,723   |           |  | $      | 34,697   |    |
| Accruedinterestpayable                          |  |             | 9,621    |           |  |   | 5,832    |    |
| Accruedexpenses and other currentliabilities    |  |             | 22,502   |           |  |   | 24,544   |    |
| Revolvingloan                                   |  |             | —  |           |  |   | —  |    |
| Currentportion of long-termdebt                 |  |             | 515      |           |  |   | 515      |    |
| Totalcurrentliabilities                         |  |             | 72,361   |           |  |   | 65,588   |    |
| Deferredincome taxes                            |  |             | 17,685   |           |  |   | 20,297   |    |
| Long-termdebt                                   |  |             | 301,333  |           |  |   | 301,433  |    |
| Accruedretirementbenefits                       |  |             | 17,432   |           |  |   | 17,280   |    |
| Otherliabilities                                |  |             | 6,491    |           |  |   | 7,325    |    |
| Totalliabilities                                |  |             | 415,302  |           |  |   | 411,923  |    |
| Stockholders’deficit:                     |  |             |     |           |  |   |     |    |
| Preferredstock-SeriesA                          |  |             | —  |           |  |   | —  |    |
| Commonstock-ClassA                              |  |             | —  |           |  |   | —  |    |
| Commonstock-ClassB                              |  |             | —  |           |  |   | —  |    |
| Additionalpaid-incapital                        |  |             | 110,500  |           |  |   | 110,500  |    |
| Predecessorbasisadjustment                      |  |             | (13,539  | )         |  |   | (13,539  | )  |
| Retaineddeficit                                 |  |             | (136,230 | )         |  |   | (133,020 | )  |
| Accumulatedother comprehensiveloss              |  |             | (97      | )         |  |   | (595     | )  |
|                                            |  |             | (39,366  | )         |  |   | (36,654  | )  |
| Treasurystock, atcost                           |  |             | (244     | )         |  |   | (244     | )  |
| Totalstockholders’deficit                 |  |             | (39,610  | )         |  |   | (36,898  | )  |
| Totalliabilities and stockholders’deficit |  | $                | 375,692  |           |  | $      | 375,025  |    |
|                                                 |

Seeaccompanying notes.

1

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ATT Holding Co.Condensed ConsolidatedStatements of Operations(InThousands)

|                                             |  |                                       |        |                                      |  |        |        |         |  |  |
|---------------------------------------------|--|---------------------------------------|--------|--------------------------------------|--|--------|--------|---------|--|--|
|                                        |  | Thirteenweeks ended December 31, 2005 |        | Thirteen weeksended December 25,2004 |
|                                        |  | (unaudited)                           |
| Netsales                                    |  | $                                     | 88,531 |                                 |  | $      | 82,046 |    |
| Cost of goodssold                           |  |                                  | 67,289 |                                 |  |   | 60,985 |    |
| Grossprofit                                 |  |                                  | 21,242 |                                 |  |   | 21,061 |    |
| Selling,general, and administrativeexpenses |  |                                  | 17,879 |                                 |  |   | 16,624 |    |
| Loss (gain)on disposal of fixedassets       |  |                                  | 113    |                                 |  |   | (19    | )  |
| Amortization ofintangibleassets             |  |                                  | 448    |                                 |  |   | 414    |    |
| Operatingincome                             |  |                                  | 2,802  |                                 |  |   | 4,042  |    |
| Interestexpense                             |  |                                  | 7,379  |                                 |  |   | 6,195  |    |
| Other expense(income)                       |  |                                  | 74     |                                 |  |   | (215   | )  |
| Lossbefore income taxbenefit                |  |                                  | (4,651 | )                               |  |   | (1,938 | )  |
| Income taxbenefit                           |  |                                  | (1,441 | )                               |  |   | (818   | )  |
| Netloss                                     |  | $                                     | (3,210 | )                               |  | $      | (1,120 | )  |
|                                             |

Seeaccompanying notes.

2

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ATT Holding Co.Condensed ConsolidatedStatements of Cash Flows(InThousands)

|                                                                                         |  |                                       |         |                                      |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------|--|---------------------------------------|---------|--------------------------------------|--|--------|---------|---------|--|--|
|                                                                                    |  | Thirteenweeks ended December 31, 2005 |         | Thirteen weeksended December 25,2004 |
|                                                                                    |  | (unaudited)                           |
| **Operatingactivities**                                                                 |  |                                  |    |                                 |  |   |    |    |
| Netloss                                                                                 |  | $                                     | (3,210  | )                               |  | $      | (1,120  | )  |
| Adjustmentsto reconcile net loss to net cash (used in) provided by operatingactivities: |  |                                  |    |                                 |  |   |    |    |
| Depreciationexpense                                                                     |  |                                  | 2,652   |                                 |  |   | 2,355   |    |
| Amortizationof intangibleassets                                                         |  |                                  | 448     |                                 |  |   | 414     |    |
| Amortizationof loanfees                                                                 |  |                                  | 633     |                                 |  |   | 559     |    |
| Provision fordeferredtaxes                                                              |  |                                  | (2,173  | )                               |  |   | (522    | )  |
| Provisionfor baddebts                                                                   |  |                                  | (104    | )                               |  |   | (2      | )  |
| Noncashinterestexpense                                                                  |  |                                  | 87      |                                 |  |   | 86      |    |
| Amortization ofbonddiscount                                                             |  |                                  | 27      |                                 |  |   | — |    |
| Loss(gain) on sale of fixedassets                                                       |  |                                  | 113     |                                 |  |   | (19     | )  |
| Changesin assets and liabilities, net of effects ofacquisition:                         |  |                                  |    |                                 |  |   |    |    |
| Accountsreceivable                                                                      |  |                                  | (1,150  | )                               |  |   | 11,501  |    |
| Inventories                                                                             |  |                                  | (16,221 | )                               |  |   | (15,715 | )  |
| Prepaidexpenses and otherassets                                                         |  |                                  | 36      |                                 |  |   | (3,544  | )  |
| Accountspayable                                                                         |  |                                  | 5,026   |                                 |  |   | 5,986   |    |
| Accruedexpenses and otherliabilities                                                    |  |                                  | 445     |                                 |  |   | 2,520   |    |
| Netcash (used in) provided by operatingactivities                                       |  |                                  | (13,391 | )                               |  |   | 2,499   |    |
| **Investingactivities**                                                                 |  |                                  |    |                                 |  |   |    |    |
| Acquisition ofbusinesses, net of cashreceived                                           |  |                                  | — |                                 |  |   | (461    | )  |
| Purchase offixedassets                                                                  |  |                                  | (4,044  | )                               |  |   | (1,435  | )  |
| Proceeds fromsale of fixedassets                                                        |  |                                  | 208     |                                 |  |   | 19      |    |
| Netcash used in investingactivities                                                     |  |                                  | (3,836  | )                               |  |   | (1,877  | )  |
| **Financingactivities**                                                                 |  |                                  |    |                                 |  |   |    |    |
| Repayments oflong-termdebt                                                              |  |                                  | (127    | )                               |  |   | (350    | )  |
| Borrowings onrevolver, net                                                              |  |                                  | — |                                 |  |   | 800     |    |
| Debtissuancecosts                                                                       |  |                                  | (142    | )                               |  |   | — |    |
| Netcash (used in) provided by financingactivities                                       |  |                                  | (269    | )                               |  |   | 450     |    |
| Effect ofexchange rate changes oncash                                                   |  |                                  | (7      | )                               |  |   | 293     |    |
| Changein cash and cashequivalents                                                       |  |                                  | (17,503 | )                               |  |   | 1,365   |    |
| Cash andcash equivalents at beginning ofperiod                                          |  |                                  | 21,394  |                                 |  |   | 1,250   |    |
| Cashand cash equivalents at end ofperiod                                                |  | $                                     | 3,891   |                                 |  | $      | 2,615   |    |
|                                                                                         |

Seeaccompanying notes.

3

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

1.    Basis ofPresentation

The accompanying interim unaudited condensedconsolidated financial statements have been prepared in accordance withU.S. generally accepted accounting principles for interim financialinformation and, therefore, do not include all of the information andfootnotes required by U.S. generally accepted accounting principles forcomplete annual financial statements. The accompanying financialinformation reflects all adjustments (consisting only of normalrecurring adjustments), which are, in the opinion of management,necessary for a fair presentation of the results for the interimperiods. As our business has historically been seasonal, the results ofoperations for the thirteen-week period ended December31,  2005 are not necessarily indicative of the results to beexpected for the full fifty-two week fiscal year endingSeptember  30,  2006. These condensed consolidatedfinancial statements should be read in conjunction with theCompany's consolidated financial statements and notes thereto inthe financial statements for the year ended October  1,2005, which is included in the Company’s Annual Report on Form10-K for the fiscal year ended October  1,  2005.

The consolidated balance sheet at October  1,2005 has been derived from the audited consolidated balance sheet atthat date but does not include all of the information and footnotesrequired by U.S. generally accepted accounting principles for completefinancial statements. Certain amounts in the accompanying financialstatements have been reclassified to conform to the December31,  2005 presentation.

All entities and assetsowned by ATT Holding Co. subsequent to June  27,  2004 arereferred to collectively as the‘‘Company.’’ All entities and assets ownedby ATT Holding Co. on June  27,  2004 or prior are referredto collectively as the ‘‘Predecessor.’’

2.    Recent Accounting Pronouncements

InNovember  2004, the FASB issued Statement of Financial AccountingStandard No. 151, Inventory Costs, an amendment of ARB 43,Chapter 4’’ (‘‘FAS 151’’).This statement amends previous guidance as it relates to inventoryvaluation to clarify that abnormal amounts of idle facility expense,freight, handling costs and spoilage should be recorded ascurrent-period charges. The effective date of FAS 151 for the Companywas October  2,  2005. Since the guidance in FAS 151reflects the Company’s current practices, there was no impact onthe results of operations, financial position or liquidity, uponadoption.

|          |              |
|----------|--------------|
| 3.  | Acquisitions |

OnJune 28, 2004, the Company completed the sale of all outstandingcommon and preferred stock of the Predecessor to affiliates of CastleHarlan, Inc., a private equity group. CHATT Holdings Inc., the‘‘buyer’’, and CHATT Holdings LLC, the‘‘buyer parent’’, were created to make theacquisition of the Company. Approximately 87% of the equityinterests of the buyer parent are owned by affiliates of Castle Harlan,and the remainder was issued to members of our management who heldcapital stock in the Predecessor, in lieu of cash consideration thatthey otherwise would have been entitled to receive in the acquisition.In addition, certain members of management that did not hold equity inthe Predecessor purchased an equity interest in the buyer parent forcash.

4

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

The acquisition of the Predecessorwas accounted for as a purchase in accordance with SFAS No. 141,Business Combinations, and Emerging Issues Task Force (EITF)Issue No. 88-16, Basis in Leveraged Buyout Transactions. Assuch, the acquired assets and assumed liabilities have been recorded atfair market value for the interests acquired and preliminary estimatesof assumed liabilities by new investors and at the carryover basis forcontinuing investors. The acquired assets and assumed liabilities wereassigned new book values in the same proportion as the residualinterests of the continuing investors and the new interests acquired bythe new investors. Under EITF 88-16, the Company was revalued at themerger date to the fair value to the extent of the majoritystockholder’s approximately 87% controlling interest inthe Company. The remaining approximately 13% is accounted for atthe continuing stockholders’ carryover basis in the Company. Anadjustment of $13,539 to record this effect is included as a reductionof stockholders’ equity under the caption‘‘Predecessor basis adjustment.’’ Theexcess 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 assessand formulate an exit and restructuring plan that includes reductionsof workforce, facility closures and changes in business strategies.This exit and restructuring plan is intended to increase operatingefficiencies. At June  28,  2004, the Company recorded aliability of $4,782 related to the reductions of workforce and facilityclosures and $4,795 related to changes in business strategies for aproduct line. Adjustments have been made to these reserves as the costestimates are refined and finalized. The Company expects to completethe implementation of these plans within the next one to three years.During the period ended December  31,  2005, the Companyreduced the restructuring reserve based on the refinement of costestimates during the period.

At December31,  2005, the remaining restructuring reserves of $5,241 wereincluded in accrued expenses and other current liabilities and otherliabilities and related to portions of the exit plans that are not yetcompleted. Changes to the restructuring reserves are as follows:

|                                |  |        |        |         |  |  |
|--------------------------------|--|--------|--------|---------|--|--|
| Balanceas of October  1,2005   |  | $      | 6,840  |    |
| Accretion ofInterest           |  |   | 87     |    |
| Purchase AccountingAdjustments |  |   | (191   | )  |
| Payments                       |  |   | (1,495 | )  |
| Balanceas of December  31,2005 |  | $      | 5,241  |    |
|                                |

5.    OtherComprehensiveIncome

|                                           |  |                                       |        |                                      |  |        |         |         |  |  |
|-------------------------------------------|--|---------------------------------------|--------|--------------------------------------|--|--------|---------|---------|--|--|
|                                      |  | Thirteenweeks ended December 31, 2005 |        | Thirteen weeks endedDecember 25,2004 |
| Netloss                                   |  | $                                     | (3,210 | )                               |  | $      | (1,120  | )  |
| Othercomprehensiveincome:                 |  |                                  |   |                                 |  |   |    |    |
| Currencytranslationadjustment             |  |                                  | 15     |                                 |  |   | 2,190   |    |
| Fairvalue adjustments of swaps, net oftax |  |                                  | 483    |                                 |  |   | — |    |
| Comprehensive(loss)income                 |  | $                                     | (2,712 | )                               |  | $      | 1,070   |    |
|                                           |

5

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

|          |                               |
|----------|-------------------------------|
| 6.  | Goodwill and OtherIntangibles |

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 was arevision to goodwill during the period ended December  31,2005, which is reflected in the refinement of the cost estimatesrelating to the restructuring reserve.

The cost of otheracquired intangible assets, including primarily customer relationshipsand covenants not to compete, is amortized on a straight-line basisover the estimated lives of 2 to 10 years. Amortization of otherintangibles amounted to $448 for the thirteen weeks endedDecember  31,  2005. The estimated aggregate amortizationexpense for each of the succeeding periods is as follows: $1,346 forthe remainder of fiscal 2006; $1,399 in fiscal 2007; $1,249 in fiscal2008; $1,133 in fiscal 2009; $1,133 in fiscal 2010 and $4,249thereafter.

The changes in carrying amount of goodwill forthe period ended December  31,  2005 are asfollows:

|                                      |  |        |        |         |  |  |
|--------------------------------------|--|--------|--------|---------|--|--|
| Goodwillat October  1,2005           |  | $      | 41,735 |    |
| Revision of purchase priceallocation |  |   | (191   | )  |
| Currency translationadjustments      |  |   | 38     |    |
| Goodwillat December  31,2005         |  | $      | 41,582 |    |
|                                      |

Thefollowing table reflects the components of intangible assets other thangoodwill:

|                                   |  |                  |        |                |  |        |        |         |  |  |
|-----------------------------------|--|------------------|--------|----------------|--|--------|--------|---------|--|--|
|                              |  | December31, 2005 |        | October 1,2005 |
| Finite lived intangibleassets:    |  |             |   |           |  |   |   |    |
| Technology(patents)               |  | $                | 984    |           |  | $      | 984    |    |
| Non-competeagreements             |  |             | 888    |           |  |   | 887    |    |
| Customerrelationships             |  |             | 11,316 |           |  |   | 11,317 |    |
|                              |  |             | 13,188 |           |  |   | 13,188 |    |
| Accumulatedamortization:          |  |             |   |           |  |   |   |    |
| Technology(patents)               |  |             | (403   | )         |  |   | (336   | )  |
| Non-competeagreements             |  |             | (592   | )         |  |   | (493   | )  |
| Customerrelationships             |  |             | (1,684 | )         |  |   | (1,402 | )  |
|                              |  |             | (2,679 | )         |  |   | (2,231 | )  |
| Netfinite lived intangibleassets  |  |             | 10,509 |           |  |   | 10,957 |    |
| Indefinitelived intangibleassets: |  |             |   |           |  |   |   |    |
| Tradenames                        |  |             | 70,180 |           |  |   | 70,172 |    |
| TotalIntangibles,net              |  | $                | 80,689 |           |  | $      | 81,129 |    |
|                                   |

6

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

|          |             |
|----------|-------------|
| 7.  | Inventories |

Inventoriesare asfollows:

|                       |  |                  |         |                 |  |        |        |         |  |  |
|-----------------------|--|------------------|---------|-----------------|--|--------|--------|---------|--|--|
|                  |  | December31, 2005 |         | October 1, 2005 |
| Finishedgoods         |  | $                | 70,022  |            |  | $      | 59,671 |    |
| Work inprocess        |  |             | 15,718  |            |  |   | 15,613 |    |
| Rawmaterials          |  |             | 28,309  |            |  |   | 22,908 |    |
|                  |  |             | 114,049 |            |  |   | 98,192 |    |
| Lessinventoryreserves |  |             | (6,682  | )          |  |   | (7,046 | )  |
|                  |  | $                | 107,367 |            |  | $      | 91,146 |    |
|                       |

|          |                  |
|----------|------------------|
| 8.  | DebtArrangements |

On June 28, 2004, in conjunction withthe acquisition 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 its existing andfuture direct and indirect subsidiaries, other than any subsidiary thatis a ‘‘controlled foreign corporation’’under Section 957 of the Internal Revenue Code. The Company and each ofthe other 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 assetsto secure all of the obligations under the Senior Secured CreditFacility, and any interest rate swap or similar agreements with asenior lender under the Senior Secured Credit Facility. The Companyalso guarantees the Senior Subordinated Notes on a senior subordinatedbasis. This guarantee ranks behind all existing and future senior debtof the Company, including the guarantee of the Senior Secured CreditFacility and the Senior Floating Rate Notes, equal to all future seniorsubordinated indebtedness and ahead of a future debt that expresslyprovides that it is subordinated to the guarantee.

OnJanuary  14,  2005, Ames True Temper, Inc. completed theoffering of $150,000 Senior Floating Rate Notes due 2012. The proceedsof this offering were used by the Company to repay the entire balanceof Term Loan B, which amounted to $139,300. Additionally, the proceedswere used to pay transaction fees and repay a portion of the revolvingcredit facility.

The Senior Floating Rate Notes, issuedat a 0.5% discount, bear interest at a floating rate per annum,reset quarterly, equal to LIBOR plus 4%, which was 8.15%at December  31,  2005. The Senior Floating Rate Notes payinterest quarterly in cash in arrears on January  15,April  15, July  15 and October  15 of each year. TheSenior Floating Rate Notes mature on January  15,  2012,unless earlier redeemed or repurchased, and are subject to the termsand conditions set forth in the Indenture. The Company guarantees theSenior Floating Rate Notes.

The Senior Floating RateNotes are unsecured, unsubordinated obligations of Ames True Temper,Inc. They are effectively subordinated to all existing and futuresecured debt, to the extent of the assets securing such debt, includingborrowings under the Senior Secured Credit Facility, pari passuwith 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 January14,  2005, simultaneously with the completion of the offering ofthe Notes referred to above, Ames True Temper, Inc. entered into anamendment (‘‘Amendment No.1’’) to the termsof the 

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

Senior Secured Credit Facility. As amended,availability under the Senior Secured Credit Facility is restricted tothe lesser of $75,000 and the borrowing-base amount, which is equal to(a) 85% of the amount of eligible receivables, plus (b) thelower of (i) 55% of the cost or fair market value of eligibleinventory and (ii) if an inventory appraisal has been performed,80% of the orderly liquidation value of Ames True Temper,Inc.'s inventory, plus (c) a percentage of eligible equipment orreal property determined by Bank of America, N.A., as administrativeagent, and not objected to by the required lenders. On December1,  2005, the Company entered into Amendment No. 2 to the termsof the Senior Secured Credit Facility, which temporarily changescertain financial covenants for the Company’s fiscal 2006performance.

On July  19,  2005, the Companyentered into a $2,700 Term Note, Loan and Security Agreement andSubordination Agreement with a Lender. This note is payable on monthlyinstallments over five years. The interest rate per annum is equal to2.5% and secured by certain collateral, which was agreed to bythe Administrative Agent of the Senior Secured Credit Facility. Underthe terms of this note, the Company is required to create 108 jobs atthe new manufacturing facility in Pennsylvania within three years ofthe completion of the facility. The Term Note contains customary eventsof default (subject to customary exceptions, thresholds and graceperiods), including, without limitation: nonpayment of principal,interest, fees and failure to perform or observe certain covenants. Asof December  31,  2005 the Company was in compliance withthese covenants.

In connection with the issuance of theSenior Floating Rate Notes, Ames True Temper, Inc. entered intointerest rate swaps (the ‘‘Swaps’’) withBank of America, N.A. and Wachovia Bank, N.A. Pursuant to the Swap withBank of America, N.A., which becomes effective on January17,  2006, Ames True Temper, Inc. will swap 3-month LIBOR ratesfor fixed interest rates of 4.31% on a notional amount of$100,000 for the period from January  17,  2006 throughJanuary  15,  2008, $66,667 for the period fromJanuary  15,  2008 to January  15,  2009 and$33,333 for the period from January  15,  2009 throughJanuary  15,  2010. Pursuant to the Swap with WachoviaBank, N.A., effective January  15,  2006, Ames True Temper,Inc. will swap 3 month LIBOR rates for fixed interest rates of4.29% on a notional amount of $50,000 for the period fromJanuary  15,  2006 through January  15,  2008,$33,333 for the period from January  15,  2008 toJanuary  15,  2009 and $16,667 for the period fromJanuary  15,  2009 through January  15,  2010.These swaps fix the variable rate portion of the Senior Floating RateNotes, while there is an additional margin of 4.00% that isfixed.

The Company has accounted for the interest rateswaps in accordance with Statement of Financial Accounting Standards(‘‘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 ofDecember  31,  2005, the interest rate swaps were recordedas an asset of $1,887. The Company has accounted for the swaps as cashflow hedges and has recorded changes in fair value of $1,170 inaccumulated other comprehensive income, net of deferred taxes of$717.

There were no borrowings outstanding under therevolving credit facility as of December  31,  2005 andOctober  1,  2005. The Company had letters of creditoutstanding totaling $2,410 and $1,410 as of December  31,2005 and October  1,  2005, respectively. The total amountavailable under the revolving credit facility at December31,  2005 and October  1,  2005 was $72,590 and$73,008, respectively.

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

Total indebtedness is asfollows:

|                                         |  |                  |         |                |  |        |         |         |  |  |
|-----------------------------------------|--|------------------|---------|----------------|--|--------|---------|---------|--|--|
|                                    |  | December31, 2005 |         | October 1,2005 |
| Senior Secured CreditFacility:          |  |             |    |           |  |   |    |    |
| Revolving loanfacility, expires2010     |  | $                | — |           |  | $      | — |    |
| Term Note,due 2010                      |  |             | 2,491   |           |  |   | 2,618   |    |
| Senior FloatingRate Notes, due2012      |  |             | 150,000 |           |  |   | 150,000 |    |
| 10%Senior Subordinated Notes, due2012   |  |             | 150,000 |           |  |   | 150,000 |    |
| Totaldebt                               |  |             | 302,491 |           |  |   | 302,618 |    |
| Less short-termrevolving loanfacilities |  |             | — |           |  |   | — |    |
| Lessunaccreteddiscount                  |  |             | (643    | )         |  |   | (670    | )  |
| Current portionof long-termdebt         |  |             | (515    | )         |  |   | (515    | )  |
| Long-termdebt                           |  | $                | 301,333 |           |  | $      | 301,433 |    |
|                                         |

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 consolidatedEBITDA of $41.0  million and the maintenance of a minimum fixedcharge coverage ratio (defined as consolidated EBITDA lesscapital expenditures to cash taxes plus cash interestexpense plus scheduled principal payments and prepaymentsplus dividends and distributions on equity) of 1.00:1.00.Amendment No. 2, dated December  1,  2005 temporarilyreduces the minimum consolidated EBITDA requirement for the fourquarters ending December  31,  2005 and April1,  2006 to $36,000 and $38,000, respectively. Commencing withthe third quarter ending July  1,  2006, the minimumconsolidated EBITDA will resume at the $41,000 level. This amendmentalso provides for certain exclusions of capital expenditures andexpenses for covenant compliance calculation purposes. As ofDecember  31,  2005, the Company was in compliance with allapplicable debt covenants.

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

9.    Pension and Other PostretirementBenefits

|                                      |  |                     |         |                     |  |                 |        |                  |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------|--|---------------------|---------|---------------------|--|-----------------|--------|------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                 |  | PensionBenefits     |         | OtherBenefits       |
|                                 |  | Thirteenweeks ended |         | Thirteen weeksended |
|                                 |  | December31,2005     |         | December 25,2004    |  | December31,2005 |        | December 25,2004 |
| ServiceCost                          |  | $                   | 888     |                |  | $               | 828    |             |  | $      | 1       |   |  | $      | 6       |   |
| InterestCost                         |  |                | 1,652   |                |  |            | 1,606  |             |  |   | 36      |   |  |   | 37      |   |
| Expectedreturn on planassets         |  |                | (2,418  | )              |  |            | (2,465 | )           |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost     |  |                | — |                |  |            | 1      |             |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized net loss |  |                | 128     |                |  |            | 68     |             |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost             |  | $                   | 250     |                |  | $               | 38     |             |  | $      | 37      |   |  | $      | 43      |   |
|                                      |

EmployerContributions

During the thirteen-week periods endedDecember  31,  2005 and December  25,  2004,the Company contributed $45 and $28, respectively, to its definedbenefit pension plan.

During the thirteen-week periodsended December  31,  2005 and December  25,2004, the Company contributed $56 and $76, respectively, to itspost-retirement benefit plan.

10.    SegmentInformation

The Company has operations in the UnitedStates, Europe and Canada. The following is a summary by geographicregion:

|              |  |                                       |        |                                      |  |          |        |                                  |  |        |        |        |  |        |        |         |  |  |
|--------------|--|---------------------------------------|--------|--------------------------------------|--|----------|--------|----------------------------------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|         |  | Thirteenweeks ended December 31, 2005 |        | Thirteen weeksended December 25,2004 |
|         |  | NetSales                              |        | (Loss) EarningsBefore IncomeTaxes    |  | NetSales |        | (Loss) EarningsBeforeIncomeTaxes |
| UnitedStates |  | $                                     | 69,985 |                                 |  | $        | (6,795 | )                           |  | $      | 65,847 |   |  | $      | (3,728 | )  |
| Europe       |  |                                  | 1,156  |                                 |  |     | (76    | )                           |  |   | 1,178  |   |  |   | (20    | )  |
| Canada       |  |                                  | 17,390 |                                 |  |     | 2,220  |                             |  |   | 15,021 |   |  |   | 1,810  |    |
| Total        |  | $                                     | 88,531 |                                 |  | $        | (4,651 | )                           |  | $      | 82,046 |   |  | $      | (1,938 | )  |
|              |

|              |  |                    |         |                 |  |        |         |        |  |  |
|--------------|--|--------------------|---------|-----------------|--|--------|---------|--------|--|--|
|         |  | IdentifiableAssets |
|         |  | December31, 2005   |         | October 1, 2005 |
| UnitedStates |  | $                  | 322,364 |            |  | $      | 323,666 |   |
| Europe       |  |               | 5,579   |            |  |   | 5,868   |   |
| Canada       |  |               | 47,749  |            |  |   | 45,491  |   |
| Total        |  | $                  | 375,692 |            |  | $      | 375,025 |   |
|              |

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|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| Item2.  | Management’s Discussion and Analysisof Financial Condition and Results of Operations |

Thefollowing discussion relates to the consolidated financial performanceand results 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.Although we believe that such statements are based on reasonableassumptions, these forward-looking statements are subject to numerousfactors, risks and uncertainties that could cause actual outcomes andresults to be materially different from those projected or assumed inour forward-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 4,100 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.

In June2004, 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, ‘‘thebuyer parent’’, were formed. Upon completion of theacquisition, affiliates of Castle Harlan, Inc. (Castle Harlan PartnersIV, L.P., or CHP IV, and affiliates) owned approximately 87% ofthe buyer-parent and management owned approximately 13%. Inorder to finance the acquisition, repay our outstanding debt and payrelated fees and expenses:

|  |           |                                                                                                                                                                                                                       |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | we entered into a$215.0  million senior credit facility consisting of a$75.0  million revolving credit facility and a $140.0million term loan, as described in ‘‘Debt and OtherObligations;’’ |

|  |           |                                                                                                                                      |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | we issued$150.0  million of 10% senior subordinated notes, asdescribed in ‘‘Debt and OtherObligations’’; and |

|  |           |                                                                                                                      |
|--|-----------|----------------------------------------------------------------------------------------------------------------------|
|  | (c)  | the buyerparent received a $110.5  million equity capital contributionfrom CHP IV and its affiliates and management. |

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Results ofOperations

Thirteen weeks ended December  31, 2005compared to thirteen weeks ended December  25,2004

Net Sales. Net sales for thethirteen-week period ended December  31, 2005 increased$6.5  million, or 7.9%, to $88.5  million comparedto $82.0  million for the thirteen weeks ended December25, 2004. Overall net sales increased primarily from higher salesvolumes, primarily in the snow tool category, and increases in salesprices.

Gross Profit. Gross profit for thethirteen weeks ended December  31, 2005 increased $0.2million to $21.2  million from $21.0  million for thethirteen weeks ended December  25, 2004. This increase was due tothe higher net sales volumes and pricing, partially offset by increasedcommodity costs, primarily steel and resin. Gross profit as apercentage of net sales decreased to 24.0% from 25.6%during this period.

Selling, General and Administrative(‘‘SG&A’’)Expenses. SG&A expenses for the thirteen weeks endedDecember  31, 2005 increased $1.3  million to $17.9million from $16.6  million for the thirteen weeks endedDecember  25, 2004. The increase relates primarily to increasedexpenses related to store service arrangements and increasedprofessional service and compensation expenses.

Amortizationof Intangible Assets. During the thirteen weeks endedDecember  31, 2005, we recorded $0.4  million inamortization expense, as compared to $0.4  million during thethirteen-week period ended December  25, 2004.

InterestExpense. Interest expense for the thirteen weeks endedDecember  31, 2005 increased $1.2  million to $7.4million from $6.2  million during the thirteen weeks endedDecember  25, 2004. The increase was a result of increasedlong-term debt, primarily the Senior Floating Rate Notes and TermNotes, partially offset by the repayment of Term Loan B, and higheraverage interest rates as compared to prior year.

Income TaxBenefit. Income tax benefit for the thirteen weeks endedDecember  31, 2005 was $1.4  million, or approximately31.0% of income before taxes. The income tax benefit for thethirteen weeks ended December  25, 2004 was $0.8  million,or approximately 42.2% of income before taxes. At the end ofeach interim reporting period, we estimate the effective tax rateexpected to be applicable for the full fiscal year. The rate determinedis used in providing for income taxes on a year-to-date basis. The taxeffect of significant unusual items is reflected in the period in whichthey occur. The decrease in the effective tax rate was primarily due tothe mixture of tax rates for domestic and foreign income. Deferredincome taxes are provided for the future tax consequences attributableto the differences between the carrying amounts of assets andliabilities and their respective tax base. Deferred tax assets arereduced by a valuation allowance when, in our opinion, it is morelikely than not that some portion of the deferred tax assets will notbe realized. As of December  31, 2005 and October  1, 2005,we determined that no deferred tax asset valuation allowance wasnecessary for federal income tax purposes. We believe that ourprojections of future taxable income makes it more likely than not thatthese deferred tax assets will be realized. If our projections offuture taxable income changes in the future, we may be required toreduce deferred tax assets by a valuation allowance. We haveestablished a valuation allowance of approximately $1.0 million againstthe deferred tax assets related to the state net operating losscarryforwards, as it is believed that it is more likely than not thatthese deferred tax assets will not be realized.

Liquidity andCapital Resources

Our principal liquidity requirements are toservice our debt and meet our working capital and capital expenditureneeds. Subject to our performance, which, if adversely affected, couldadversely affect the availability of funds, we expect to be able tomeet our liquidity requirements for the foreseeable future through cashprovided by operations and through borrowings available under oursenior credit facility. We cannot assure you, however, that this willbe the case.

Cash Flows

Cash used in operatingactivities for the thirteen weeks ended December  31, 2005 was$13.4  million, compared to $2.5 million of cash providedby operating activities for the thirteen weeks 

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ended December  25, 2004. This cashusage in fiscal 2006 as compared to fiscal 2005 is primarily the resultof the timing of cash receipts and cash payments. During our first twoquarters of the fiscal year, we typically use our available cash andour revolving loan facility to fund our seasonal build of inventory.Cash used in investing activities of $3.8  million and$1.9  million for the thirteen-week periods ended December31, 2005 and December  25, 2004, respectively, was due primarilyto the purchase of fixed assets. Cash used in financing activities was$0.3  million for the thirteen weeks ended December31,  2005 as a result of repayments of debt and the incurrence ofdebt issuance costs. Cash provided by financing activities was$0.5  million for the thirteen weeks December  25, 2004resulting from $0.8  million net borrowings under the revolvingcredit facility, partially offset by repayments of long-termdebt.

Debt and Other Obligations

SeniorSecured Credit Facility

On June  28,  2004, weentered into a $215.0  million senior credit facility withvarious banks, financial institutions and other lenders. The seniorcredit facility consisted of a $140.0  million term loan Bfacility, which would have matured on June  28, 2011, and a$75.0  million revolving credit facility, which matures onJune  28,  2010. On January  14, 2005, simultaneouslywith the completion of the offering of the Senior Floating Rate Notesreferred to below, we repaid the term loan in full and entered into anamendment (the ‘‘Amendment No. 1’’) to theterms of the senior credit facility. As of December  31, 2005, wehad no borrowings on the revolving portion of our senior creditfacility, with $2.4  million of letters of credit outstanding. AtDecember  31, 2005, based on the borrowing base calculation, therevolver limit was $75.0  million, with $72.6  millionavailable under the revolving credit facility.

The interest ratesapplicable to the senior credit facility as of December  31, 2005were the Eurodollar Rate plus the Applicable Rate, or at our option,the Alternate Base Rate plus the Applicable Rate. The‘‘Alternate Base Rate’’ means the higher of(i) the floating rate of interest announced from time to time by Bankof America N.A as its ‘‘prime rate’’ or(ii) the Federal Funds rate plus 50 basis points per annum. The‘‘Eurodollar Rate’’ means the rate perannum equal to the rate determined by the administrative agent to bethe offered rate that appears on the Telerate Screen that displays anaverage British Bankers Association Interest Settlement Rate fordeposits in dollars. With respect to the revolving credit facility(including swing line loans), the ‘‘ApplicableRate’’ means (i) until December  28, 2004,3.00% per annum, in the case of Eurodollar Rate loans, and2.00% per annum, in the case of Alternate Base Rate advances,and (ii) thereafter, a percentage per annum to be determined inaccordance with a pricing grid based on the leverage ratio.

Certain customary fees are payable to the lenders and the agentsunder the Senior Secured Credit Facility, as amended, including withoutlimitation, a commitment for our revolving credit facility and letterof credit fees. The senior credit facility contains various affirmativeand negative covenants customary for similar credit facilities (subjectto customary exceptions and certain existing obligations andliabilities), including, but not limited to, restrictions on: liens,loans, acquisitions, mergers, sales, transfers, dividends,distributions, changes in the nature of our business and transactionswith affiliates

The senior credit facility, under Amendment No.1 dated January  14, 2005, requires that the Company meet certainfinancial covenant tests, including without limitation: the maintenanceof a minimum Consolidated 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 Amendment No. 1, availability under thesenior credit facility is restricted to the lesser of $75.0million and the borrowing base amount, which is equal to (a) 85%of the amount of eligible receivables, plus (b) the lower of (i)55% of the cost or fair market value of eligible inventory and(ii) if an inventory appraisal has been performed, 80% of theorderly liquidation value of our inventory, plus (c) a percentage ofeligible equipment or real property determined by Bank of 

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America, N.A., as administrative agent, andnot objected to by the required lenders. In addition, the SeniorSecured Credit Facility, as amended, requires that we meet certainfinancial covenant tests, including without limitation, the maintenanceof minimum EBITDA and minimum fixed charge coverage ratio, as definedby the amended Credit Agreement.

Amendment No. 2, datedDecember  1, 2005, temporarily reduces the minimum consolidatedEBITDA requirement for the four quarters ending December  31,2005 and April  1, 2006 to $36.0  million and $38.0million, respectively. Commencing with the four quarters endingJuly  1, 2006, the minimum consolidated EBITDA will resume at the$41.0  million level. This amendment also provides for certainexclusions of capital expenditures and expenses for covenant compliancepurposes.

As of December  31, 2005, we were in compliancewith all of our financial covenants. The senior secured credit facilitycontains customary events of default (subject to customary exceptions,thresholds and grace periods), including, without limitation:nonpayment of principal, interest, fees and failure to perform orobserve certain covenants.

Senior SubordinatedNotes

On June  28, 2004, we completed a privateoffering of $150.0  million in aggregate principal amount atmaturity of 10% Senior Subordinated Notes due July  15,2012. The Senior Subordinated Notes are fully and unconditionallyguaranteed by our parent, ATT Holding Co., on a senior subordinatedbasis. On August  10, 2004, we filed a registration statementwith respect to new notes having substantially identical terms as theoriginal notes, as part of an offer to exchange registered notes forthe privately issued original Senior Subordinated Notes. The new notesevidence the same debt as the original Senior Subordinated Notes, areentitled to the benefits of the indenture governing the original SeniorSubordinated Notes and are treated under the indenture as a singleclass with the original notes. The exchange offer was completed onNovember  24, 2004.

The Senior Subordinated Notes areunsecured senior subordinated obligations and rank behind all of ourexisting and future senior debt, including borrowings under the seniorcredit facility, equally with any of our future senior subordinateddebt, ahead of any of our future debt that expressly provides forsubordination to the Senior Subordinated Notes and effectively behindall of the existing and future liabilities of our subsidiaries,including trade payables.

We pay interest on the SeniorSubordinated Notes semi-annually in cash, in arrears, onJanuary 15 and July  15 at an annual rate of 10.0%.The indenture 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% ofthe Senior Subordinated Notes prior to July  15, 2007 with theproceeds of one or more public equity offerings. We are required toredeem the Senior Subordinated Notes under certain circumstancesinvolving changes of control.

Senior Floating RateNotes

On January  14,  2005, we completed aprivate offering of $150.0  million principal amount at maturityof our Senior Floating Rate Notes due 2012, which was issued at a0.5% discount. Net proceeds for the offering were used to repayour term loan B in full, repay a portion of our revolving 

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credit facility and pay related fees andexpenses. The Senior Floating Rate Notes are fully and unconditionallyguaranteed by our parent on a senior unsecured basis. On March25, 2005 we filed a registration statement with respect to new noteshaving substantially identical terms as the original notes, as part ofan offer 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.The exchange offer was completed on May  23, 2005.

TheSenior Floating Rate Notes are unsecured, unsubordinated obligationsand are effectively subordinated to all of our existing and futuresecured debt, to the extent of the assets securing such debt, includingborrowings under the senior secured credit facility, pari passuwith all future senior unsecured indebtedness, senior in right ofpayment to all existing and future senior subordinated debt, includingour Senior Subordinated Notes due 2012, and effectively behind all ofthe existing and future liabilities of our subsidiaries, includingtrade payables.

We pay interest on the Senior Floating Rate Notesquarterly in cash, in arrears, on January  15, April  15,July  15 and October  15 at a rate per annum, resetquarterly, equal to LIBOR plus 4.0%, starting on April15,  2005. The indenture governing the Senior Floating Rate Notescontains various affirmative and negative covenants, subject to anumber of important limitations and exceptions, including but notlimited to those limiting our ability and the ability of our restrictedsubsidiaries to borrow money, guarantee debt or sell preferred stock,create liens, pay dividends on or redeem or repurchase stock, makespecified types of investments, sell stock in our restrictedsubsidiaries, restrict dividends or other payments from restrictedsubsidiaries, enter into transactions with affiliates and sell assetsor merge with other companies.

The indenture governing the SeniorFloating Rate Notes contains various events of default, including butnot limited to those related to non-payment of principal, interest orfees; failure to perform or observe certain covenants; inaccuracy ofrepresentations and warranties in any material respect, cross defaultswith certain other indebtedness, certain bankruptcy related events,monetary judgment defaults and material non-monetary judgment defaults,ERISA defaults and change of control. We can redeem the Senior FloatingRate Notes, in whole or in part, at any time on or after January15, 2007. In addition, we may redeem up to 35% of the SeniorFloating Rate Notes prior to January  15, 2007 with the netproceeds of one or more public equity offerings. We are required toredeem the Senior Floating Rate Notes under certain circumstancesinvolving changes of control.

Other Debt

OnJuly  19, 2005, we entered into a $2.7  million Term Note,Loan and Security Agreement and Subordination Agreement with a Lender.This note is payable in monthly installments over five years. Theinterest rate per annum is equal to 2.5% and secured by certaincollateral, which was agreed to by the Administrative Agent of theSenior Secured Credit Facility. Under the terms of this note, we arerequired to create 108 jobs at the new manufacturing facility inPennsylvania within three years of the completion of the facility. TheTerm Note contains customary events of default (subject to customaryexceptions, thresholds and grace periods), including, withoutlimitation, nonpayment of principal, interest, fees and failure toperform or observe certain covenants. As of December  31, 2005,we were in compliance with these covenants.

Interest RateSwaps

In connection with the offering of the Senior FloatingRate Notes, on January  11, 2005, we entered into interest rateswaps (the ‘‘Swaps’’) with Bank of America,N.A. and Wachovia Bank, N.A to hedge variable interest rate debt.Pursuant to the Swap with Bank of America, N.A., which becomeseffective 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 throughJanuary  15, 2008, approximately $66.7  million for theperiod from January  15, 2008 to January  15, 2009 andapproximately $33.3  million for the period from January15, 2009 through January  15, 2010. Pursuant 

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to the Swap with Wachovia Bank, N.A.,effective January  15, 2006, we will swap 3 month LIBOR rates forfixed interest rates of 4.29% for a notional amount of$50  million for the period from January  15, 2006 throughJanuary  15,  2008, approximately $33.3  million forthe period from January  15,  2008 to January  15,2009 and approximately $16.7  million for the period fromJanuary  15, 2009 through January  15, 2010. These swapsfix the variable rate portion of the Senior Floating Rate Notes, whilethere is an additional margin of 4.00% that is fixed.

Theinterest rate swaps are accounted for in accordance with Statement ofFinancial Accounting Standard (‘‘SFAS’’)No. 133 Accounting for Derivative Instruments and HedgingActivities, as amended 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 December  31,2005, the interest rates swaps were recorded as an asset of $1.9million. The swaps are accounted for as cash flow hedges; therefore, wehave recorded changes in fair value as a component of accumulated othercomprehensive income of $1.2  million, net of deferred taxexpense of $0.7  million.

TreasuryStock

Certain members of management own membershipinterests in CHATT Holdings LLC. CHATT Holdings LLC or CHAMES HoldingsI LLC, a member of CHATT Holdings LLC, may, but are not required to,purchase all or a portion of these units from management within 180days of their departure from the Company. The value of the membershipinterests repurchased is determined jointly by the Board of Directorsof CHATT Holdings LLC and a committee comprised of our seniormanagement. As of December  31, 2005, CHATT Holdings LLC heldunits of CHATT Holdings LLC purchased for $0.2  million, whichwas recorded as our Treasury Stock for accounting purposes, and had theoption to repurchase the membership interests of certain formermanagement employees.

Recent AccountingPronouncements

In November  2004, the FASB issuedStatement of Financial Accounting Standard No. 151, InventoryCosts, an amendment of ARB 43, Chapter 4’’(‘‘FAS 151’’). This statement amendsprevious guidance as it relates to inventory valuation to clarify thatabnormal amounts of idle facility expense, freight, handling costs andspoilage should be recorded as current-period charges. The effectivedate of FAS 151 for us was October  2, 2005. Since the guidancein FAS 151 reflects our current practices, there was no impact on ourresults of operations, financial position or liquidity, uponadoption.

Item 3.    Quantitative and QualitativeDisclosures About Market Risk

The Company's cashflows and earnings are subject to fluctuations resulting from changesin interest rates, foreign currency exchange rates and raw materialcosts.  We manage our exposure to these market risks throughinternally established policies and procedures and, when deemedappropriate, through the use of derivative financial instruments. Ourpolicy does not allow speculation in derivative instruments for profitor execution of derivative instrument contracts for which there are nounderlying exposures.  We do not use financial instruments fortrading purposes and are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoingbasis and believe that we can modify or adapt our hedging strategies asneeded.

Our primary market risk is interest rate exposure withrespect to our floating rate debt. The interest rate of the SeniorFloating Rate Notes at December  31, 2005 was 8.15%. Inconnection with the offering of the Senior Floating Rate Notes, weentered into two interest rate swaps. These swaps effectively fix thevariable interest rate portion of the Senior Floating Rate Notes atnotional amounts of $150.0  million for two years beginningJanuary  15, 2006, subsequently amortizing at a rate of$50.0  million per year until the maturity in 2010. The swaps fixthe 3 month LIBOR rates at either 4.29% or 4.31% for theduration of the contracts. See ‘‘Management’sDiscussion and Analysis of Financial Condition and Results ofOperations—Debt and Other Obligations—Senior Floating Rate

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Notes’’ and‘‘—Interest Rate Swaps.’’ Until theinterest rate swaps became effective, a 100 bps change in interestrates would impact us by $0.4  million for one fiscalquarter.

We conduct foreign operations in Canada and Ireland andutilize international suppliers and manufacturers. As a result, we aresubject to risk from changes in foreign exchange rates. These changesresult in cumulative translation adjustments, which are included inaccumulated other comprehensive income (loss). We do not consider thepotential loss resulting from a hypothetical 10% adverse changein quoted foreign currency exchange rates, as of December  31,2005 to be material.

We purchase certain raw materials such asresin, steel, and wood that are subject to price volatility caused byunpredictable factors. Where possible, we employ fixed rate rawmaterial purchase contracts and customer price adjustments to help usto manage this risk. We do not currently use derivatives to manage rawmaterials risk.

Item 4.    Controls andProcedures

Under the supervision and with the participationof management, including our principal executive officer and principalfinancial officer, we have evaluated the effectiveness of the designand operation of our disclosure controls and procedures as of the endof the period covered by this report, and based on their evaluation,the principal executive officer and principal financial officer haveconcluded that these controls and procedures are effective. There wereno changes in our internal controls that have materially affected orare reasonably likely to materially affect our internal control overfinancial reporting.

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PARTII.    OTHER INFORMATION AND SIGNATURE

|              |                   |
|--------------|-------------------|
| Item1.  | Legal Proceedings |

OnAugust  3,  2004, Jacuzzi Brands filed a complaint in theCourt of Common Pleas of Cumberland County, Pennsylvania against us,our parent and several Castle Harlan and Wind Point entities. Thecomplaint alleges that, in connection with the acquisition of ourparent by affiliates of Castle Harlan, we failed to provide notice toJacuzzi Brands and to obtain its consent to such acquisition, asallegedly required by the provisions of a leasehold mortgage granted toJacuzzi Brands on our distribution center in Carlisle, Pennsylvania.The complaint asserts causes of action against us for breach ofcontract, civil conspiracy and common law fraud. In the complaint,Jacuzzi Brands seeks an unspecified amount of damages, that a letter ofcredit be posted to secure our remaining rental obligations under thelease for the distribution center and other injunctive relief. Upon thefiling of the complaint, Jacuzzi Brands moved for a preliminaryinjunction, which, following a hearing, the court denied by order datedAugust  23,  2004. We, our parent and the Castle Harlandefendants have since answered the complaint, and the Wind Pointdefendants filed preliminary objections seeking to dismiss the claimsasserted against them. By order dated December  9,  2004,the court denied Wind Point’s preliminary objections to thecomplaint. On January  6,  2005, Jacuzzi Brands servedinterrogatories and document demands upon all the defendants. InFebruary  2005, the defendants responded to these interrogatoriesand document demands. We believe that the complaint is without meritand intend to continue to contest the action vigorously.

Fromapproximately 1993 through 1999, we manufactured and sold 647,000wheelbarrows with poly wheel hubs. Various claims were submitted, andlawsuits filed, to recover for injuries sustained while inflating tireson these wheelbarrows. In 2002, we participated in a voluntary‘‘fast track’’ recall of these wheelbarrowswith the Consumer Product Safety Commission. We again voluntarilyrecalled these wheelbarrows in June  2004 in cooperation with theConsumer Product Safety Commission. However, less than 1% of thetotal products sold were returned, leaving an unknown number inservice. To date, we have responded to 31 claims involving thisproduct, 26 of which have been resolved. We are currently named as adefendant in one wheelbarrow claim. Although we believe that we havesufficient insurance coverage in place to cover these claims, asuccessful claim may exceed the limits of our coverage. SeeItem 1, ‘‘Business—Risk Factors—Theproducts that we manufacture could expose us to product liabilityclaims.’’

We are involved in various claims andlegal actions 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.

|               |                                                            |
|---------------|------------------------------------------------------------|
| Item 2.  | Unregistered Sales of Equity Securities andUse of Proceeds |

None

|              |                                |
|--------------|--------------------------------|
| Item3.  | Defaults Upon SeniorSecurities |

None

|              |                                                    |
|--------------|----------------------------------------------------|
| Item4.  | Submission of Matters to a Vote of SecurityHolders |

None

|               |                  |
|---------------|------------------|
| Item 5.  | OtherInformation |

None

|              |          |
|--------------|----------|
| Item6.  | Exhibits |

|  |                   |                                                                                                                                                  |
|--|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Exhibit31.1  | Certification of Chief Executive OfficerPursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302of the Sarbanes-Oxley Act of 2002 |

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|  |                   |                                                                                                                                                      |
|--|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Exhibit31.2  | Certification of Principal Financial OfficerPursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302of the Sarbanes-Oxley Act of 2002 |

|  |                   |                                                                                                                                                 |
|--|-------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Exhibit32.1  | Certification of Chief Executive OfficerPursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906Of The Sarbanes-Oxley Act Of 2002 |

|  |                   |                                                                                                                                                     |
|--|-------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|  | Exhibit32.2  | Certification of Principal Financial OfficerPursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906Of The Sarbanes-Oxley Act Of 2002 |

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AMES TRUE TEMPER,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.

|                                                |  |                                                      |  |  |  |  |
|------------------------------------------------|--|------------------------------------------------------|--|--|--|--|
|                                           |  | AMESTRUE TEMPER,INC.                                 |
| Date: February13, 2006                    |  |  /s/ Richard Dell                               |
|                                           |  |     RichardDell                  |
|                                           |  |     Chief ExecutiveOfficer       |
|                                           |  |     (Principal ExecutiveOfficer  |
|                                           |  |     and AuthorizedSignatory)     |
| Date:    February13,  2006 |  |     /s/ Troy W.Bryce             |
|                                           |  |     Troy W.Bryce                 |
|                                           |  |     Chief AccountingOfficer      |
|                                           |  |     (Principal FinancialOfficer) |
|                                                |

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AMESTRUE TEMPER, INC.

EXHIBIT INDEX

|         |  |                                                                                                                                                          |  |  |  |  |
|---------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit |  | Description                                                                                                                                              |
| 31.1    |  | Certification ofChief Executive Officer Pursuant to Rules 13a-14 and 15d-14, As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002         |
| 31.2    |  | Certification of Principal Financial OfficerPursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302of 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 Principal Financial OfficerPursuant to 18 U.S.C. Section 1350, As Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of2002. |
|         |

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