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 of Report (Date of earliest event reported): May 1726, 2005

Phoenix Color Corp.

(Exact name of registrant as specified in its charter)

Delaware

333-50995

22-2269911

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

540 Western Maryland Parkway, Hagerstown, Maryland 21740

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code:

(301) 733-0018

Check the appropriate box below if the Form 8-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 (17 CFR 230.425)

o	Soliciting 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))

Item 81.01 – ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

InOn ~~light~~June of6, ~~market conditions and anticipated pricing~~2005, Phoenix Color Corporation ~~Corp.,~~(“Phoenix” aor ~~Delaware corporation (~~the “Company”), isentered nointo ~~longer considering~~ a ~~refinancing~~Third Amendment ofto ~~all~~the orAmended ~~a portion of its outstanding debt under its 10-3/8% Senior Subordinated Notes~~ and ~~Senior~~Restated ~~Credit~~Loan ~~Facility. The Company is also revising the pro forma 2004 financial information~~ and ~~projections,~~Security ~~which~~Agreement ~~reflect~~ (the ~~elimination of the Company’s BTP division, that were recently provided to Moody’s Investors Services, Inc. (~~“~~Moody’s~~Third Amendment”) ~~and~~with ~~Standard~~Wachovia &Bank, ~~Poor’s~~National ~~Ratings~~Association ~~Services~~ (“~~S&P~~Wachovia”). ~~The~~Pursuant to ~~net effect of~~ the ~~revisions~~Third ~~may reduce the 2004 pro forma calculations as provided to Moody’s and S&P~~Amendment, ~~but~~at ~~is not expected to materially impact~~ the Company’s ~~expected~~request, ~~improvement in future operating results attributable to~~ the ~~elimination~~amount of the ~~BTP division. The~~ Company’s ~~financial~~revolving ~~results,~~credit asfacility ~~reported~~with inWachovia ~~its~~was ~~Annual~~decreased ~~Report~~from ~~on Form 10-K for the year ended December 31~~$20,000,000 ~~2004~~to ~~and Quarterly Report on Form 10-Q for the quarter ended March 31~~$15, ~~2005~~000, ~~are unaffected~~000.

~~Forward~~On ~~Looking~~May ~~Statements~~26, 2005, the Company entered into a Second Amendment to the Loan Agreement (“Second Amendment”) and Promissory Note Modification Agreement (the “Note Modification Agreement”) with the Maryland Department of Business and Economic Development (the “Department”). The original Loan Agreement by and between the Company and the Maryland Department of Business and Economic Development (the “Original Loan Agreement”) and Promissory Note from the Company to the Maryland Department of Business and Economic Development (“Original Promissory Note”) were executed on May 3, 2000. The Original Loan Agreement provided that the full amount of the loan and any interest accrued thereon would be forgiven if, as of December 31, 2005, Phoenix had at least 543 permanent, full-time employees within the State of Maryland. As a result of the sale of its BTP Division, as of December 31, 2005 Phoenix will have less than 543 permanent, full-time employees. The Second Amendment and Note Modification Agreement provide that if Phoenix has fewer than 543 but at least 360 permanent, full-time employees as of December 31, 2005, the Company shall pay to the Department an amount equal to (i) $1,485 multiplied by (ii) 543 minus the number of permanent, full-time employees of Phoenix as of December 31, 2005 (the “Pro Rata Repayment”), together with accrued interest thereon from May 3, 2000 and, provided that Phoenix is not in default, the remaining balance of the Original Note will be forgiven. The Second Amendment further provides for forgiveness of the accrued interest on the Pro Rata Repayment if the Company provides the Department with employment reports on its permanent, full-time employees by January 30, 2006 and makes the Pro Rata Repayment to the Department by January 31, 2006.

Some of the statements in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements include our indications regarding our intent, beliefs or current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “estimates,” “anticipates,” “intends,” “will,” “should,” “could,” “expects,” “believes,” “continues” or “predicts.” These statements involve a variety of known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from intended or expected results. These factors include (i) the risk factors and other information presented in our Registration Statement filed with the Securities and Exchange Commission, File No. 333-50995, which became effective May 13, 1999, (ii) the ability of the Company to realize improvements in its operating results; and (iii) the risk that the revisions to the Company’s 2004 pro forma calculations do not affect the Company’s future results. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise the information contained in this report, whether as a result of new information, future events or otherwise.SIGNATURES

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

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

~~Phoenix~~/s/ ~~Color~~Louis ~~Corp.~~LaSorsa Name: Louis LaSorsa Title: Chairman and Chief Executive Officer

~~/s/ Louis LaSorsa Name~~Date: ~~Louis~~June ~~LaSorsa~~14, ~~Chairman and Chief Executive Officer~~2005

Date: May 18, 2005

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