Filed   Pursuant  to  Rule
                                                      424(b)(3) of the Rules and
                                                      Regulations Act of 1933

                                                      Registration Statement No.
                                                      333-60991



PROSPECTUS  SUPPLEMENT  DATED  FEBRUARY 2, 1999 
To Prospectus  dated January 26, 1999









                        13 1/2 SENIOR DEBENTURES DUE 2009
                                       OF
                                AKI HOLDING CORP.




                               RECENT DEVELOPMENTS

         Attached hereto and  incorporated  by reference  herein is the Form 8-K
Current Report of AKI Holding Corp.























             
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): February 2, 1999


                                AKI Holding Corp.
             (Exact name of registrant as specified in its charter)


            Delaware                333-60991                74-2883163
       (State or other 
       jurisdiction of                                     (IRS Employer
        incorporation)       (Commission File Number)    Identification No.)


                              1815 East Main Street
                             Chattanooga, Tennessee
                                      37404
                                 (423) 624-3301


                   (Address, including zip codes and telephone
              number including area code of Registrant's principal
                               executive offices)
















Item 5.

         On February 2, 1999 AKI Holding  Corp.  (the  "Company")  announced the
appointment of William J. Fox as Chief Executive  Officer of the Company.  Roger
L. Barnett  resigned as Chief Executive Office and President.  In addition,  the
Company announced earnings for the period ended December 31, 1998. The Company's
press release  issued  February 2, 1999 and Mr. Fox's  Employment  Agreement are
attached as exhibits hereto and incorporated herein by reference.


FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibits.  The following exhibits are filed herewith in accordance with
Item 601 of Regulation S-K:

Exhibit No.                       Description

99.1                              Press Release, dated February 2, 1999

99.2                              Employment Agreement, dated January 27,
                                  1999











                                   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.

                                             AKI Holding Corp.
                                             (Registrant)

Date:    February 2, 1999                    /s/David M. Wittels
                                             -----------------------------------
                                             David M. Wittels, Vice President