content: 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):  July 1, 2005
                                                     ------------
  
  
                TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
  -----------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)
  
  
               -----------------------------------------------
  
                Delaware                0-20303             13-2846796
                --------                -------             ----------
     (State or other jurisdiction    (Commission        (I.R.S. employer
           of incorporation)          file number)       identification no.)
  
  
         4 Hardscrabble Heights
             P.O. Box 382
             Brewster, NY                                      10509
         ----------------------                                -----
         (Address of principal                               (Zip Code)
           executive offices)
  
  
     Registrant's telephone number, including area codes: (845) 277-8100
                                                          --------------
  
  ------------------------------------------------------------------------------
  
                                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 (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))
  
  
  <PAGE>
  
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
              On July 1, 2005, Touchstone Applied Science Associates,
  Inc. (the "Company") completed the acquisition of all of the
  outstanding stock of Achievement Data, Inc. ("ADI").  ADI
  provides on-line testing capabilities to state testing programs
  and also offers an electronic testing engine.  The total
  consideration paid by the Company for the ADI stock was
  $1,650,000, consisting of $1,155,007.47 in cash, the issuance of
  89,488 shares of Common Stock of the Company (valued at
  $331,642.53, based on the average of closing prices for the
  Company's Common Stock for the five trading days preceding the
  closing) and $163,350 in subordinated promissory notes issued to
  two of the former stockholders of ADI.
  
              The Company has entered into employment agreements for an
  initial forty-month term with two of the former shareholders of
  ADI.  In addition, the former shareholders of ADI who are
  continuing with ADI were granted an aggregate of 60,000 options
  to purchase additional shares of the Company's Common Stock, at
  an exercise price of $3.75 per share, subject to vesting upon
  the completion of one year of employment.  The Company also
  entered into an employment agreement for an initial twenty-eight
  month term with a key employee.
  
              In connection with the acquisition of ADI, the Company
  entered into a loan agreement with Hudson United Bank, pursuant
  to which the Company borrowed an aggregate principal amount of
  $1,200,000, almost all of which was used to pay the purchase
  price for the shares of ADI and closing costs for the
  transaction, with the balance being retained by the Company for
  working capital.
  
  ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.
  
              See the discussion in Item 1.01 hereof, which is
  incorporated herein by reference. Upon consummation of the
  transactions contemplated by the Agreement, the Company issued
  89,488 shares of the Company's Common Stock, par value $0.0001
  per share, to the former stockholders of ADI who had elected to
  receive shares, in whole or in part in lieu of cash, in a
  transaction not involving a public offering pursuant to the
  exemption from registration provided by Section 4(2) of the
  Securities Act of 1933, as amended (the "Act").  The Company has
  agreed to file a registration statement under the Act with
  respect to such shares no later than September 30, 2005.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
              (b) PRO FORMA FINANCIAL INFORMATION
  
              The Company will file the pro forma financial statements
  required by Article 11 of Regulation S-X by amendment to this
  Current Report on Form 8-K not later than 71 calendar days
  following the date on which this Current Report was required to
  be filed.
  
              (c) EXHIBITS.
  
                  Exhibit 10.1  Stock Purchase Agreement, dated June 15,
                                2005, by and among Martin Borg, Kevin Byrne,
                                Karen Gerard, Brad Begley, Russell Leverenz, and
                                Debbie Leverenz, and Touchstone Applied Science
                                Associates, Inc. (incorporated by reference to
                                the exhibit to the Company's Current Report on
                                Form 8-K, filed June 20, 2005)
  
                  Exhibit 10.2  Employment Agreement, dated as of July 1,
                                2005, between Achievement Data, Inc. and Martin
                                Borg (filed herewith)
  
                  Exhibit 10.3  Loan Agreement, dated July 1, 2005, between
                                the Company and Hudson United Bank (filed
                                herewith)
  
  <PAGE>
  
  
                                 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.
  
  
  
  Date:  July 8, 2005                       TOUCHSTONE APPLIED SCIENCE
                                            ASSOCIATES, INC.
  
  
                                            By: /s/ ANDREW L. SIMON
                                                ------------------------
                                                Andrew L. Simon
                                                President and Chief
                                                Executive Officer and
                                                Chief Financial Officer
  
  <PAGE>
  
                                INDEX TO EXHIBITS
  
    Exhibit
    -------
  
  Exhibit 10.1    Stock Purchase Agreement, dated June 15,
                  2005, by and among Martin Borg, Kevin Byrne,
                  Karen Gerard, Brad Begley, Russell Leverenz, and
                  Debbie Leverenz, and Touchstone Applied Science
                  Associates, Inc. (incorporated by reference to
                  the exhibit to the Company's Current Report on
                  Form 8-K, filed June 20, 2005)
  
  Exhibit 10.2    Employment Agreement, dated as of July 1,
                  2005, between Achievement Data, Inc. and Martin
                  Borg (filed herewith)
  
  Exhibit 10.3    Loan Agreement, dated July 1, 2005, between
                  the Company and Hudson United Bank (filed herewith)
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metadata_filer: {"company-data": {"conformed-name": "TOUCHSTONE APPLIED SCIENCE ASSOCIATES INC /NY/", "cik": "0000726603", "assigned-sic": "8200", "irs-number": "132846796", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16689", "film-number": "05945185"}, "business-address": {"street1": "4 HARDSCRABBLE HEIGHTS ROAD", "street2": "P O BOX 382", "city": "BREWSTER", "state": "NY", "zip": "10509", "phone": "8452778100"}, "mail-address": {"street1": "4 HARDSCRABBLE HEIGHTS ROAD", "street2": "P.O. BOX 382", "city": "BREWSTER", "state": "NY", "zip": "10509"}, "former-company": {"former-conformed-name": "TOUCHSTONE APPLIED SCIENCE ASSOCIATES INC", "date-changed": "19920914"}}
text: 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):  July 1, 2005
                                                     ------------
  
                TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
  -----------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)
  
               -----------------------------------------------
  
                Delaware                0-20303             13-2846796
                --------                -------             ----------
     (State or other jurisdiction    (Commission        (I.R.S. employer
           of incorporation)          file number)       identification no.)
  
         4 Hardscrabble Heights
             P.O. Box 382
             Brewster, NY                                      10509
         ----------------------                                -----
         (Address of principal                               (Zip Code)
           executive offices)
  
     Registrant's telephone number, including area codes: (845) 277-8100
                                                          --------------
  
  ------------------------------------------------------------------------------
  
                                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 (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))
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
              On July 1, 2005, Touchstone Applied Science Associates,
  Inc. (the "Company") completed the acquisition of all of the
  outstanding stock of Achievement Data, Inc. ("ADI").  ADI
  provides on-line testing capabilities to state testing programs
  and also offers an electronic testing engine.  The total
  consideration paid by the Company for the ADI stock was
  $1,650,000, consisting of $1,155,007.47 in cash, the issuance of
  89,488 shares of Common Stock of the Company (valued at
  $331,642.53, based on the average of closing prices for the
  Company's Common Stock for the five trading days preceding the
  closing) and $163,350 in subordinated promissory notes issued to
  two of the former stockholders of ADI.
  
              The Company has entered into employment agreements for an
  initial forty-month term with two of the former shareholders of
  ADI.  In addition, the former shareholders of ADI who are
  continuing with ADI were granted an aggregate of 60,000 options
  to purchase additional shares of the Company's Common Stock, at
  an exercise price of $3.75 per share, subject to vesting upon
  the completion of one year of employment.  The Company also
  entered into an employment agreement for an initial twenty-eight
  month term with a key employee.
  
              In connection with the acquisition of ADI, the Company
  entered into a loan agreement with Hudson United Bank, pursuant
  to which the Company borrowed an aggregate principal amount of
  $1,200,000, almost all of which was used to pay the purchase
  price for the shares of ADI and closing costs for the
  transaction, with the balance being retained by the Company for
  working capital.
  
  ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.
  
              See the discussion in Item 1.01 hereof, which is
  incorporated herein by reference. Upon consummation of the
  transactions contemplated by the Agreement, the Company issued
  89,488 shares of the Company's Common Stock, par value $0.0001
  per share, to the former stockholders of ADI who had elected to
  receive shares, in whole or in part in lieu of cash, in a
  transaction not involving a public offering pursuant to the
  exemption from registration provided by Section 4(2) of the
  Securities Act of 1933, as amended (the "Act").  The Company has
  agreed to file a registration statement under the Act with
  respect to such shares no later than September 30, 2005.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
              (b) PRO FORMA FINANCIAL INFORMATION
  
              The Company will file the pro forma financial statements
  required by Article 11 of Regulation S-X by amendment to this
  Current Report on Form 8-K not later than 71 calendar days
  following the date on which this Current Report was required to
  be filed.
  
              (c) EXHIBITS.
  
                  Exhibit 10.1  Stock Purchase Agreement, dated June 15,
                                2005, by and among Martin Borg, Kevin Byrne,
                                Karen Gerard, Brad Begley, Russell Leverenz, and
                                Debbie Leverenz, and Touchstone Applied Science
                                Associates, Inc. (incorporated by reference to
                                the exhibit to the Company's Current Report on
                                Form 8-K, filed June 20, 2005)
  
                  Exhibit 10.2  Employment Agreement, dated as of July 1,
                                2005, between Achievement Data, Inc. and Martin
                                Borg (filed herewith)
  
                  Exhibit 10.3  Loan Agreement, dated July 1, 2005, between
                                the Company and Hudson United Bank (filed
                                herewith)
  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.
  
  Date:  July 8, 2005                       TOUCHSTONE APPLIED SCIENCE
                                            ASSOCIATES, INC.
  
                                            By: /s/ ANDREW L. SIMON
                                                ------------------------
                                                Andrew L. Simon
                                                President and Chief
                                                Executive Officer and
                                                Chief Financial Officer
  INDEX TO EXHIBITS
  
    Exhibit
    -------
  
  Exhibit 10.1    Stock Purchase Agreement, dated June 15,
                  2005, by and among Martin Borg, Kevin Byrne,
                  Karen Gerard, Brad Begley, Russell Leverenz, and
                  Debbie Leverenz, and Touchstone Applied Science
                  Associates, Inc. (incorporated by reference to
                  the exhibit to the Company's Current Report on
                  Form 8-K, filed June 20, 2005)
  
  Exhibit 10.2    Employment Agreement, dated as of July 1,
                  2005, between Achievement Data, Inc. and Martin
                  Borg (filed herewith)
  
  Exhibit 10.3    Loan Agreement, dated July 1, 2005, between
                  the Company and Hudson United Bank (filed herewith)