UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~REPORT

~~June~~PURSUANT TO 2,SECTION ~~2004 Date~~13 ofOR ~~Report~~15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

December 16, 2004

Date of Report

(Date of earliest event reported)

DECRANE HOLDINGS CO. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware

333-70363

13-4019703

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

c/o Credit Suisse First Boston / DLJ Merchant Banking Partners II, L.P.

Eleven Madison Avenue, New York, NY 10010

(Address, including zip code, of principal executive offices)

(212) 325-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former address and telephone number of principal executive offices, if changed since last report)

~~Item~~Check 9.the appropriate ~~Regulation~~box FDbelow ~~Disclosure.~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~The~~o Written ~~Company~~communications ~~has~~pursuant entered into non-binding letters of intent with several holders of its 12% Senior Subordinated Notes due September 30, 2008 (the “existing notes”) who collectively hold approximately $65 million of such notes. The letters of intent contemplate that the Company will issue new 17% Senior Discount Notes due September 30, 2008 (“new notes”) in exchange for such holders’ existing notes. The new notes will not bear cash interest and will have an initial accreted value equal to ~~the~~Rule ~~principal~~425 ~~amount~~under of the ~~notes being~~ ~~exchanged. The~~Securities ~~new~~Act ~~notes will accrete in value at a~~ (17% ~~annual~~CFR ~~rate until maturity~~230. The new notes will be senior unsecured obligations of the Company and guaranteed by its subsidiaries. Except for the changes in interest payment and ranking described above, the new notes will have terms substantially identical to those contained in the Company’s existing notes, although covenants limiting the incurrence of indebtedness, the granting of liens and the making of restricted payments will be more restrictive.425)

Ino Soliciting ~~addition,~~material ~~the~~pursuant ~~Company has~~to ~~entered~~Rule ~~into non~~14a-~~binding~~12 ~~letters~~under ~~of intent with all of~~ the ~~holders of its~~ ~~16%~~Exchange ~~senior~~Act preferred stock and a similar agreement with substantially all of the holders of its 14% preferred stock to amend the terms of the preferred stock. The agreements contemplate that the terms of the preferred stock will be amended to provide that dividends will not be payable on such preferred stock, except that if the Company achieves a leverage ratio (as17 ~~defined)~~CFR ~~between 6 to 1 and 5 to 1, then dividends will be accrue at a rate of 4% on the 16% preferred stock (3~~240.~~5% on the 14% preferred stock~~14a-12) and, if the leverage ratio is lower than 5 to 1, then dividends will accrue at the original rates of 16% and 14%. In either case, dividends would not be payable until redemption. The amendment would accelerate the redemption date of the 16% preferred stock from March 31, 2009 to December 31, 2008. The redemption date for the 14% preferred stock would remain unchanged (September 30, 2009). The amendments will also add several restrictive covenants and further limit restricted payments.

~~The~~o Pre-commencement ~~exchange~~communications ~~and amendments~~pursuant ~~described above are subject~~ to ~~the negotiation and execution of~~Rule ~~definitive~~14d-2(b) ~~documentation~~under ~~satisfactory to~~ the ~~Company~~Exchange ~~and~~Act ~~the~~(17 ~~holders~~CFR and various closing conditions, including consent to the transaction by the Company’s senior credit facility lenders and second lien credit facility lenders, and we can provide no assurances that they will occur240.14d-2(b))

~~The~~o Pre-commencement ~~new~~communications ~~notes~~pursuant ~~have~~to ~~not~~Rule ~~been~~13e-4(c) ~~registered~~ under the ~~Securities~~Exchange Act of(17 ~~1933~~CFR or applicable state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws240. This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.13e-4(c))

~~Cautionary~~Item ~~Statement~~8.01 onOther ~~Forward-Looking Information~~Events.

~~This~~On ~~current~~December report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on these forward-looking statements16, ~~including statements about plans and objectives of management~~2004, ~~potential acquisitions and financings and market~~DeCrane ~~growth~~Holdings ~~and opportunity~~Co. ~~These forward-looking~~ ~~statements~~is ~~are~~deregistering ~~neither~~its ~~promises~~outstanding ~~nor~~securities ~~guarantees~~ and ~~involve risks~~terminating ~~and uncertainties that could cause actual results to differ materially~~its ~~from~~reporting ~~those~~obligations ~~indicated~~under bythe ~~such~~Securities ~~forward-looking~~Exchange ~~statements. For~~Act ~~example, statements about our expectations in connection with industry trends and possible financings are subject to a variety~~ of ~~uncertainties and are subject to change as a result of changes in circumstances that are beyond our control~~1934. ~~You~~The ~~should~~deregistration ~~not~~is ~~expect~~effective ~~that~~upon ~~these forward-looking statements will~~the befiling ~~updated~~of ~~or supplemented as~~ a ~~result~~Form of15 changing circumstances or otherwise, and we disavow and disclaim an obligation to do so. Important cautionary statements and risk factors that would affect actual results are discussed in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission~~, including~~ ~~those under~~ (the ~~caption entitled~~ “~~Risk Factors~~Commission”), which in the Company~~’s annual~~ ~~report~~is onfiling ~~Form~~immediately ~~10-K~~after ~~for~~this ~~the~~Form ~~year ended December 31, 2003, filed with the Securities and Exchange Commission on March 29, 2004~~8-K.

1The Company will continue to prepare financial information for its investors. Financial information can be obtained by writing to the Company’s chief financial officer at 2361 Rosecrans Avenue — Suite 180, El Segundo, CA 90245.

The ~~information~~Company’s ~~furnished~~subsidiary, ~~with~~DeCrane ~~this~~Aircraft ~~Current~~Holdings, ~~Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~Inc., asis ~~amended~~continuing ~~(the “Exchange Act”) or otherwise subject~~ to ~~the~~file ~~liabilities~~reports ofwith ~~that section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities Act of~~ ~~1933,~~Commission asat ~~amended,~~this ~~or the Exchange Act, except as expressly set forth by specific reference in such a filing~~time.

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.

			DECRANE HOLDINGS CO.
		DECRANE HOLDINGS CO. (Registrant)
			(Registrant)
Date: December 16, 2004	By:	/s/ RICHARD J. KAPLAN
Date: June 2, 2004	By:	/s/ RICHARD J. KAPLAN
		Name:	Richard J. Kaplan
		Name:	Richard J. Kaplan
		Title:	Chief Financial Officer and Assistant Secretary
		Title:	Chief Financial Officer and
			Assistant Secretary

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