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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Reddy Ice Holdings, Inc.
(Name of Issuer)


Common Stock, $0.01 par value
(Title of Class of Securities)


75734R 10 5
(CUSIP Number)


February 14, 2006
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:

    o  Rule 13d-1(b)
    o  Rule 13d-1(c)
    x  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


-2-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Investments II, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
4,337,194
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
4,337,194
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,337,194
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                        o
 
11.
Percent of Class Represented by Amount in Row (9)
 
20.0%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-3-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Fund II, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                        & #160;      (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
1,547,155
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
1,547,155
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,547,155
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
7.1%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-4-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Capital, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
97,531
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
97,531
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
97,531
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
0.4%
12.
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

-5-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Trimaran Parallel Fund II, L.P.
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
635,955
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
635,955
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
635,955
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
2.9%
12.
Type of Reporting Person (See Instructions)
 
PN

-6-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIBC Employee Private Equity Fund (Trimaran) Partners
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
983,541
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
983,541
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
983,541
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
4.5%
12.
Type of Reporting Person (See Instructions)
 
PN

-7-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIBC Capital Corporation
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
1,073,012
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
1,073,012
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,073,012
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
4.9%
12.
Type of Reporting Person (See Instructions)
 
CO

-8-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Jay R. Bloom
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
4,337,194
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
4,337,194
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,337,194
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
20.0%
12.
Type of Reporting Person (See Instructions)
 
IN

-9-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Andrew R. Heyer
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
4,337,194
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
4,337,194
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,337,194
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
20.0%
12.
Type of Reporting Person (See Instructions)
 
IN

-10-


1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Dean C. Kehler
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                (a) o
                                                                                                                                         ;       (b) x
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
5.
Sole Voting Power
 
0
Number of
Shares
Beneficially
6.
Shared Voting Power
 
4,337,194
Owned by Each
Reporting
Person With:
7.
Sole Dispositive Power
 
0
 
8.
Shared Dispositive Power
 
4,337,194
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,337,194
10.
Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)                                                                                                     o
 
11.
Percent of Class Represented by Amount in Row (9)
 
20.0%
12.
Type of Reporting Person (See Instructions)
 
IN

-11-



Item 1(a).
Name of Issuer:
Reddy Ice Holdings, Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
8750 North Central Expressway
Suite 1800
Dallas, Texas 75231
 
Item 2(a).
Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
 
(i) Trimaran Investments II, L.L.C. (“Trimaran II”).
(ii) Trimaran Fund II, L.L.C. (“TF II”).
(iii) Trimaran Capital, L.L.C. (“TC”).
(iv) Trimaran Parallel Fund II, L.P. (“TPF II”).
(v) CIBC Employee Private Equity Fund (Trimaran) Partners (“CIBC EPEF”).
(vi) CIBC Capital Corporation (“CIBC”).
(vii) Jay R. Bloom (“Bloom”).
(viii) Andrew R. Heyer (“Heyer”).
(ix) Dean C. Kehler (“Kehler”).
 
Item 2(b).
Address of Principal Business Office:
 
The principal business address of each of the Reporting Persons is c/o Trimaran Capital Partners, 622 Third Avenue, 35th Floor, New York, NY 10017.
 
Item 2(c).
Citizenship:
 
(i) Trimaran II is a Delaware limited liability company.
(ii) TF II is a Delaware limited liability company.
(iii) TC is a Delaware limited liability company.
(iv) TPF II is a Delaware limited partnership.
(v) CIBC EPEF is a Delaware limited partnership.
(vi) CIBC is a Delaware corporation.
(vii) Bloom is a United States citizen.
(viii) Heyer is a United States citizen.
(ix) Kehler is a United States citizen.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.01 par value (the “Shares”)
 
Item 2(e).
CUSIP Number:
 
75734R 10 5
 
 
-12-
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:
 
This Item 3 is not applicable
 
Item 4. Ownership:
 
Trimaran II

(a)
Amount beneficially owned:
4,337,194
     
(b)
Percent of class:
20.0%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
4,337,194
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
4,337,194
 
 
-13-

 
TF II

(a)
Amount beneficially owned:
1,547,155
     
(b)
Percent of class:
7.1%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
1,547,155
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
1,547,155

TC

(a)
Amount beneficially owned:
97,531
     
(b)
Percent of class:
0.4%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
97,531
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
97,531

TPF II

(a)
Amount beneficially owned:
635,955
     
(b)
Percent of class:
2.9%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
635,955
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
635,955
 

 
-14-
 
CIBC EPEF

(a)
Amount beneficially owned:
983,541
     
(b)
Percent of class:
4.5%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
983,541
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
983,541

CIBC

(a)
Amount beneficially owned:
1,073,012
     
(b)
Percent of class:
4.9%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
1,073,012
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
1,073,012


-15-

Bloom
 
(a)
Amount beneficially owned:
4,337,194
     
(b)
Percent of class:
20.0%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
4,337,194
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
4,337,194

Heyer

(a)
Amount beneficially owned:
4,337,194
     
(b)
Percent of class:
20.0%
     
(c)
Number of shares as to which such person has:
  
     

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
4,337,194
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
4,337,194

Kehler

(a)
Amount beneficially owned:
4,337,194
     
(b)
Percent of class:
20.0%
     
(c)
Number of shares as to which such person has:
  

 
(i)
sole power to vote or to direct the vote:
0
 
(ii)
shared power to vote or to direct the vote:
4,337,194
 
(iii)
sole power to dispose or to direct the disposition of:
0
 
(iv)
shared power to dispose or to direct the disposition of:
4,337,194
 
 
-16-

Item 5. Ownership of Five Percent or Less of a Class:
 
Not Applicable
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
 
Not Applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
Not Applicable
 
Item 8. Identification and Classification of Members of the Group:
 
Not Applicable
 
Item 9. Notice of Dissolution of Group:
 
Not Applicable
 
Item 10. Certification:
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 


-17-

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 14, 2006
TRIMARAN INVESTMENTS II, L.L.C.
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
Dated: February 14, 2006
TRIMARAN FUND II, L.L.C.
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
Dated: February 14, 2006
TRIMARAN CAPITAL, L.L.C.
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
Dated: February 14, 2006
TRIMARAN PARALLEL FUND II, L.P.
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
 
-18-
 
Dated: February 14, 2006
CIBC EMPLOYEE PRIVATE EQUITY FUND (TRIMARAN) PARTNERS
 
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
Dated: February 14, 2006
CIBC CAPITAL CORPORATION
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
Dated: February 14, 2006
JAY R. BLOOM
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
Dated: February 14, 2006
ANDREW R. HEYER
 
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact
 
Dated: February 14, 2006
DEAN C. KEHLER
 
 
By:  /s/ John Papachristos
        Name:   John Papachristos
        Title:     Attorney-in-Fact