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 (Date of earliest event reported):  June 16, 2010

ATLANTIC COAST FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)

Federal

000-50962

59-3764686

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


505 Haines Avenue, Waycross, Georgia  31501

(Address of principal executive offices)


(800) 342-2824
Registrant’s telephone number, including area code

Not Applicable
(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:

     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 8.01.

OTHER EVENTS.

On June 16, 2010, the Boards of Directors of Atlantic Coast Federal Corporation (the "Company"), Atlantic Coast Federal, MHC, (the "Mutual Holding Company"), and Atlantic Coast Bank (the "Bank") each adopted the Plan of Conversion and Reorganization of Atlantic Coast Federal, MHC and Atlantic Coast Federal Corporation (the "Plan") pursuant to which the Mutual Holding Company will undertake a "second-step" conversion and cease to exist. The Bank will reorganize from a two-tier mutual holding company structure to a stock holding company structure. The Mutual Holding Company currently owns approximately 65% of the shares of common stock of the Company.

Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a to-be-formed Maryland corporation ("New Holding Company"), (ii) the shares of common stock of the Company held by persons other than the Mutual Holding Company (whose shares will be canceled) will be converted into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to preserve the percentage ownership interests of such persons, and (iii) the New Holding Company will offer and sell shares of commons stock representing the ownership interest of the Mutual Holding Company to eligible members of the Mutual Holding Company in a subscription offering.

Shares not subscribed for in the subscription offering are expected to be available for sale in a community offering to members of the local community and the general public. The number and price of shares to be sold in the conversion offering and the exchange ratio for current shareholders of the Company will be based on an independent appraisal that has yet to be performed.

The Company announced the adoption of the Plan in a press release dated June 17, 2010. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.


ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d)   Exhibits.
99.1 Press release dated June 17, 2010


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.


ATLANTIC COAST FEDERAL CORPORATION

 
 

Date:

June 17, 2010

By:

/s/

Robert J. Larison, Jr.

 

Robert J. Larison, Jr.

 

President and Chief Executive Officer

(Duly Authorized Representative)


EXHIBIT INDEX


Exhibit
Number

 

Description of Exhibit(s)

99.1

Press release dated June 17, 2010