Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Yucaipa American Alliance Fund I, LP
 2. Date of Event Requiring Statement (Month/Day/Year)
05/29/2007		 3. Issuer Name and Ticker or Trading Symbol
ALLIED SYSTEMS HOLDINGS INC [N/A]
(Last)
(First)
(Middle)
C/O THE YUCAIPA COMPANIES LLC, 9130 WEST SUNSET BOULEVARD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90069		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,841,322 (1) (2)
D (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yucaipa American Alliance Fund I, LP
C/O THE YUCAIPA COMPANIES LLC
9130 WEST SUNSET BOULEVARD
LOS ANGELES, CA 90069		     X    

Signatures

/s/ Robert P. Bermingham 06/08/2007
**Signature of Reporting Person Date
/s/ Ronald W. Burkle 06/08/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares of the issuer's common stock, par value $0.01 per share (the "Common Stock"), were acquired pursuant to the Second Amended Joint Plan of Reorganization of Allied Holdings, Inc. and affiliated debtors, dated April 5, 2007 and confirmed by the Bankruptcy Court for the Northern District of Georgia pursuant to an order dated and entered on May 18, 2007 (the "Plan"), which reorganization was effective as of May 29, 2007. The share totals referenced in Table I herein is an estimate of the shares of Common Stock to be issued to Yucaipa American Alliance Fund I, L.P. ("YAAF") based on certain information provided by the issuer. (continued to foot note 2)
(2) To the extent additional shares of Common Stock are issued by the issuer hereafter, including but not limited to share issuances to holders of claims whose status has not yet been determined in connection with the issuer's Chapter 11 reorganization proceedings, the ultimate number of shares of Common Stock ultimately issued to YAAF may vary.
(3) All of the foregoing securities are to be owned directly by YAAF, but may be deemed to be beneficially owned indirectly by (i) Yucaipa American Alliance Fund I, LLC ("YAAF LLC"), as the general partner of YAAF, (ii) Yucaipa American Funds, LLC ("YAF"), as the managing member of YAAF LLC, (iii) Yucaipa American Management, LLC ("YAM"), as the managing member of YAF and (iv) Ronald W. Burkle, as managing member of YAM. This report shall not be deemed an admission by YAAF LLC, YAF, YAM and/or Mr. Burkle that they are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.
 
Remarks:
Additional Reporting Persons (each a 10% owner to the extent described in footnote 3): (i)Yucaipa American Alliance Fund I, LLC, c/o The Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 9006; (ii)Yucaipa American Funds, LLC, c/o The Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 90069; (iii)Yucaipa American Management, LLC, c/o the Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 90069; and (iv) Ronald W. Burkle, c/o The Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 90069.

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