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~~

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~January~~April 720, 2005 ~~(January 3, 2005)~~

Aegis Communications Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-14315	75-2050538
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or otherJurisdiction ofIncorporation)	(Commission FileNumber)	(IRS EmployerIdentification No.)

8001 Bent Branch Drive, Irving, Texas 75063

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) ~~830~~868-~~1800~~0225

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 19.01 ~~Amendments~~Financial toStatements ~~Material~~and ~~Definitive Agreements~~Exhibits.

(1c) ~~On January~~ 3,Exhibits 2005, the Registrant executed a First Amended and Restated Promissory Note in favor of Essar Global Limited (“Essar”). The amendment changes a series of scheduled consecutive monthly principal payments under the original Promissory Note, dated October 22, 2004, in the amount of $200,000 each that would have began in January 2005 running through and including May 2005. Under the new First Amended and Restated Promissory Note, that series of consecutive monthly principal payments now begins in June 2005, running through and including October 2005. Additionally, the accrued interest under the original Promissory Note has been calculated beginning on October 22, 2004 up to January 3, 2005 and added to the original principal amount of $1,800,000, that, after taking into consideration an early partial principal repayment of $800,000, results in a face amount for the First Amended and Restated Promissory Note of $1,006,162.40.

(2) On January 3, 2005, the Registrant executed a Fifth Amended and Restated Secured Promissory Note in favor of Essar. The amendment changes a scheduled initial principal payment under the Fourth Amended and Restated Secured Promissory Note, dated November 22, 2004, in the amount of $1,184,177 that would have been due on January 3, 2005. Under the Fifth Amended and Restated Secured Promissory Note, that initial principal payment of $1,184,177 is now due on June 3, 2005. Additionally, the accrued interest under the Fourth Amended and Restated Secured Promissory Note has been calculated beginning on November 22, 2004 up to January 3, 2005 and added to the original principal amount of $9,345,888.96, resulting in a face amount for the Fifth Amended and Restated Secured Promissory Note of $9,376,855.


99.1		Press Release dated April 20, 2005, announcing the refinancing of the Registrant’s credit facility.

99.2		Press Release dated April 20, 2005, announcing financial results for the year ended December 31, 2004.

~~(3) On January~~SIGNATURES 3, 2005, the Registrant executed a First Amended and Restated Secured Promissory Note in favor of Essar. The amendment changes a scheduled initial principal payment under the original Secured Promissory Note, dated December 15, 2004, in the amount of $927,591.20 that would have been due on January 3, 2005. Under the First Amended and Restated Secured Promissory Note, that initial principal payment of $927,591.20 is now due on June 3, 2005. Additionally, the accrued interest under the original Secured Promissory Note has been calculated beginning on December 15, 2004 up to January 3, 2005 and added to the original principal amount of $7,443,947.62, resulting in a face amount for the First Amended and Restated Secured Promissory Note of $7,453,885.29.

~~(4) On January~~Pursuant 3,to ~~2005,~~ the ~~Registrant~~requirements ~~executed a Sixth Amended and Restated Secured Promissory Note in favor~~ of ~~Deustche Bank AG—London, acting through DB Alternative Trading, Inc. (“DB”). The amendment changes a scheduled initial principal payment under~~ the ~~Fifth~~Securities ~~Amended and~~Exchange ~~Restated~~Act ~~Secured Promissory Note, dated December 15, 2004, in the amount~~ of ~~$231,897.80~~ ~~that would have been due on January 3~~1934, ~~2005. Under~~ the ~~Sixth~~Registrant Amended and Restated Secured Promissory Note, that initial principal payment of $231,897.80 is now due on June 3, 2005. Additionally, the accrued interest under the Fifth Amended and Restated Secured Promissory Note has ~~been calculated~~duly ~~beginning~~caused onthis ~~December~~report ~~15, 2004 up~~ to ~~January~~be ~~3, 2005 and added to~~signed ~~the~~on ~~original~~its ~~principal~~behalf ~~amount~~by ~~of $1,860,986.91, resulting in a face amount for~~ the ~~Sixth~~undersigned ~~Amended~~thereunto ~~and~~duly ~~Restated Secured Promissory Note of $1,863,471~~authorized.~~32.~~


Dated: April 20, 2005	AEGIS COMMUNICATIONS GROUP, INC.

	By:	/s/ Richard Ferry
		Richard Ferry President and CEO

~~SIGNATURES~~INDEX TO EXHIBITS

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.


Exhibit Number		Description

99.1		Press Release dated April 20, 2005, announcing the refinancing of the Registrant’s credit facility.

99.2		Press Release dated April 20, 2005, announcing financial results for the year ended December 31, 2004.

Dated: January 7, 2005	AEGIS COMMUNICATIONS GROUP, INC.
	By:	/s/	Richard Ferry
			Richard Ferry
			President and CEO

Filing Compare · AEGIS COMMUNICATIONS GROUP INC