UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant to Section 13 or 15(d) of ~~Report:~~the ~~June~~Securities ~~24,~~Exchange Act ~~2003~~of 1934

Date of Report: January 20, 2004

AFFINITY GROUP HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-26389	59-2922099
(State or other jurisdiction of corporation)	(Commission File Number)	(IRS Employer Identification No.)
64 Inverness Drive East Englewood, CO 80112		(303) 792-7284
(Address of principal executive offices)		(Registrant’s telephone number incl. area code)

	64 Inverness Drive East Englewood, CO 80112		(303) 792-7284
(Address of principal executive offices)		(Registrant’s telephone number incl. area code)

ITEM 5. OTHER EVENTS

On ~~June~~January 2420, ~~2003~~2004, Affinity Group Holding, Inc.’s ~~wholly owned subsidiary, Affinity Group, Inc.~~ (the “~~AGI~~Company”), ~~entered~~announced ~~into~~it anhas ~~Amended~~commenced ~~and Restated Credit Agreement and~~ a ~~Senior~~cash ~~Secured~~tender ~~Floating~~offer ~~Rate Note Purchase Agreement providing~~ for ~~term~~all ~~loans in the aggregate~~ of ~~$140.0~~its ~~million~~11% ~~payable~~Senior inNotes ~~quarterly~~due ~~installments~~2007 ~~through June~~(the ~~2009 and a revolving credit facility of up to $35 million that expires June 24, 2008~~“Notes”). ~~Both~~Concurrently, the ~~term~~Company ~~loans~~is ~~and~~soliciting ~~revolving~~consents ~~credit~~from ~~facility~~the ~~have~~holders ~~interest~~of ~~rates~~the ~~that~~Notes ~~float~~to ~~with~~the ~~prime~~adoption ~~and~~of ~~LIBOR.~~certain proposed ~~These~~amendments ~~obligations~~to ~~are~~the ~~secured~~indenture bydated aas ~~first~~of ~~lien~~April on2, ~~all~~1997 ofunder ~~the~~which ~~assets of~~ the Notes ~~Registrant’s~~were ~~subsidiaries~~issued. The ~~new credit~~total ~~facility~~consideration ~~resets~~to be ~~loan~~paid ~~and~~for ~~other~~validly ~~covenants. Proceeds~~tendered ~~from~~Notes ~~these~~will ~~loans~~be ~~were~~equal ~~used~~ to ~~refinance the existing senior secured indebtedness~~$1,036.67 ~~redeem~~per $~~30.0 million~~1,000 principal amount of ~~the 11% Senior~~ Notes ~~due~~ ~~2007~~plus ~~issued~~accrued byand ~~Affinity~~unpaid ~~Group~~interest ~~Holding,~~on ~~Inc.~~the ~~(“AGHI”)~~Notes ~~and~~up to ~~pay a dividend~~, ofbut ~~$13.7~~not ~~million to AGHI’s ultimate parent~~including, ~~AGI~~the ~~Holding~~date ~~Corp~~of payment.

AGHI also announced on June 24, 2003 notice was given on same date to redeem $30.0 million of its 11.0% Senior Notes due 2007. The redemption date is July 24, 2003. The notes will be redeemed at 103.667% of par plus accrued interest to the date of redemption. The redemption is being funded by borrowings under the above noted Amended and Restated Credit Agreement and Senior Secured Floating Rate Note Purchase Agreement.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

c. EXHIBITS

Exhibit 10.1		Amended and Restated Credit Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantor parties thereto, the Administrative Agent, the Syndication Agent, the Documentation Agent, and the Co-Lead Arrangers and Bookrunners.
Exhibit 10.2		Senior Secured Floating Rate Purchase Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantor parties thereto, the noteholders thereto, the Administrative Agent, the Syndication Agent, the Documentation Agent, and the Co-Lead Arrangers and Bookrunners
Exhibit 99.1		Notice of Redemption of Affinity Group Holding, Inc. 11.0% Senior Notes due 2007.

Exhibit 99.1 Notice of Redemption of Affinity Group Holding, Inc. 11.0% Senior Notes due 2007.

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 thereunto duly authorized.

	AFFINITY GROUP HOLDING, INC.
Date: June 24, 2003	By:	/s/ MARK J. BOGGESS
Date: January 20, 2004		By:	/s/ THOMAS F. WOLFE
			Mark J. Boggess
			Thomas F. Wolfe
			Senior Vice President, CFO

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