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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -----------------


                                    FORM 8-K



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

                         Date of Report: August 6, 2004



                               MUZAK HOLDINGS LLC
            (Exact Name of Registrants as Specified in their charter)


          DELAWARE                  333-78571-02               04-3433730
(State or Other Jurisdiction        (Commission             (I.R.S. Employer
of Incorporation or Organization)    File Number)          Identification No.)


                               3318 LAKEMONT BLVD.
                               FORT MILL, SC 29708
                                 (803) 396-3000
      (Address, Including Zip Code and Telephone Number including Area Code
                  of Registrants' Principal Executive Offices)













Item 7.  Financial Statements and Exhibits

         (c)     Exhibits:

                 Exhibit No.       Description of Exhibit
                 -----------       ----------------------
                 99.1              Press Release issued by Muzak Holdings LLC
                                   dated August 6, 2004.



Item 12. Disclosure of Results of Operations and Financial Conditions


On August 6, 2004, Muzak Holdings LLC announced its consolidated financial
results for the quarter ended June 30, 2004. A copy of the press release is
furnished with this report as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.



                                    SIGNATURE

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.



Date: August 6, 2004

Muzak Holdings LLC



By: /S/ Stephen P. Villa
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Name:   Stephen P. Villa
Title:  Chief Financial Officer,
        Chief Operating Officer