================================================================================

                                  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: April 4, 2006 (Date of earliest event reported: April 4, 2006)


                             ----------------------
                               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
          (Address of Principal Executive Offices, including Zip Code)

                                 (803) 396-3000
                     (Telephone Number including Area Code)

                                       N/A
          (Former Name or Former address, if Changed Since Last Report)


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


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))

================================================================================


                                       1



Item 2.02.    Results of Operations and Financial Condition

     On April 4, 2006, Muzak Holdings LLC announced its consolidated financial
results for the quarter ended December 31, 2005. 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.


Item 9.01.    Financial Statements and Exhibits

Exhibit No.   Description of Exhibit
- -----------   ----------------------
99.1          Press Release issued by Muzak Holdings LLC dated April 4, 2006



                                    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:    April 4, 2006

Muzak Holdings LLC



By:      /S/ Stephen P. Villa
         --------------------

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


                                       2