~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toreport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported) ~~Act~~January of29, ~~1934~~ 2007

~~December 20~~ATLANTIS PLASTICS, ~~2006~~INC.

~~Date~~(Exact Name of ~~Report~~Registrant ~~(Date~~as ofSpecified ~~earliest~~in ~~event~~its ~~reported~~Charter)

ATLANTIS PLASTICS, INC.


DELAWARE	001-09487	06-1088270

(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)


1870 The Exchange, Suite 200, Atlanta, Georgia		30339

(Address of Principal Executive Office)		(Zip Code)

DELAWARE		001-09487		06-1088270
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)


Registrant’s telephone number, including area code:		(800) 497-7659

~~1870~~Not ~~THE EXCHANGE, SUITE 200~~Applicable ~~ATLANTA, GEORGIA 30339~~

(~~Address~~Former ofName ~~Principal~~or ~~Executive~~Former ~~Offices)~~Address, ~~(Zip~~if ~~Code~~Changed Since Last Report)

~~(800) 497~~Check the appropriate box below if the Form 8-~~7659~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (~~Registrant’s~~17 ~~telephone~~CFR ~~number,~~230.425) ~~including~~o ~~area~~Soliciting ~~code~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Check~~Item 2.05 ~~the~~Costs ~~appropriate~~Associated ~~box~~with ~~below~~Exit ifor ~~the~~Disposal ~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~Activities.~~2. below):~~

[On ]January 29, ~~Written~~2007, ~~communications~~Atlantis ~~pursuant~~Plastics, Inc. (the “Company”) notified the employees at its Warren, Ohio facility that we have decided to ~~Rule~~close down this facility on January ~~425~~29, ~~under~~2007, and transfer the ~~Securities~~majority ~~Act~~of ~~(17~~the ~~CFR~~assets ~~230~~and business to other Atlantis Plastics, Inc.~~425)~~ sites. We expect the reassignment of the assets to be substantially completed in the first half of 2007. The Company expects to incur between $1.5 million and $2.0 million in total costs associated with this exit activity. The book value of our owned Warren, Ohio facility is approximately $1.3 million. We expect to record accelerated depreciation of this asset in the first half of 2007 in a range between $0.7 million and $0.9 million. We expect to record contract termination costs of approximately $0.1 million for the remaining lease payments on a 25,000 square foot warehouse lease that expires on January 31, 2009.

[In ]connection ~~Soliciting~~with ~~material~~the ~~pursuant~~shutdown of the Warren, Ohio facility, we expect to ~~Rule~~incur severance costs of up to $0.1 ~~14a-12~~million ~~under~~for the ~~Exchange~~severance ~~Act~~of ~~(17~~35 ~~CFR~~employees, ~~240~~which will be substantially paid in cash during the first half of 2007.~~14a-12)~~ In addition, we expect to incur an aggregate of up to between $0.6 million and $0.9 million in the first half of 2007 for expenses of moving inventory and equipment, employee relocation, and costs associated with transitioning customer deliveries in a manner designed to avoid disruptions in customer orders. These costs will be paid in cash and charged to expense in the period in which they are incurred.

[The ]Company ~~Pre-commencement~~will ~~communications~~amend ~~pursuant~~this toReport ~~Rule 14d-2(b)~~if ~~under~~it determines that estimates for these restructuring charges will vary materially from the ~~Exchange~~estimates ~~Act~~provided ~~(17~~in ~~CFR~~this ~~240~~Report.~~14d-2(b))~~

~~[ ] Pre-commencement communications pursuant to Rule~~Item ~~13e-4(c)~~9.01. ~~under~~Financial ~~the~~Statements ~~Exchange~~and ~~Act (17 CFR 240.13e-4(c))~~Exhibits

~~TABLE~~(a) OFFinancial ~~CONTENTS~~Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Not applicable.

	Item 1.01 Entry into a Material Definitive Agreement
	Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-10.1

Signatures

~~Table~~Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 1.01 Entry into a Material Definitive Agreement


	ATLANTIS PLASTICS, INC. (Registrant)

Date: February 2, 2007	By:	/s/ Bud Philbrook

		BUD PHILBROOK President and Chief Operating Officer

Date: February 2, 2007	By:	/s/ Paul G. Saari

		PAUL G. SAARI Senior Vice President, Finance and Chief Financial Officer

On December 20, 2006, the Company amended its first lien senior secured credit facility with certain lenders; Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc., as Administrative Agent, Lead Arranger and Sole Bookrunner; and General Electric Capital Corporation, as Syndication Agent (the “Credit Agreement”).

Borrowings under the Credit Agreement bear interest at a rate based on either LIBOR plus an applicable margin or an index rate (the “Index Rate”) plus an applicable margin. The applicable margin varies according to a pricing grid based on the Company’s leverage ratio. The Company and its lenders amended the maximum leverage ratio and the fixed charge coverage ratio covenants in the Credit Agreement. The amendment also created a new tier to the pricing grid that provides that, if the Company’s leverage ratio exceeds 6.25 to 1, then borrowings under the Credit Agreement will bear interest at a rate based on either (a) LIBOR plus 4.00% or (b) the Index Rate plus 2.00%. The amendment also increased the percentage of Excess Cash Flow (as defined in the Credit Agreement) the Company is required to use to prepay loans under the Credit Agreement from 50 percent to 75 percent..

Copies of the amendments to the Credit Agreements are filed as Exhibit 10.1 and Exhibit 10.2 hereto. The foregoing description of the amendments to the Credit Agreements does not purport to be complete, and is qualified in its entirety by reference to the full text of such amendments, which is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

Exhibits.

Exhibit
Number		Exhibits
	10.1	Second Amendment to Credit Agreement, dated as of December 20, 2006, among certain lenders; Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc., as Administrative Agent, Lead Arranger and Sole Bookrunner; and General Electric Capital Corporation, as Syndication Agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATLANTIS PLASTICS, INC.
Date: December 27, 2006	By:	/s/ Paul G. Saari
		Paul G. Saari
		Senior Vice President, Finance and Chief Financial Officer

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