UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ___)*
 
A.C. Moore Arts & Crafts, Inc.
(Name of Issuer)
 
 
Common Stock, no par value per share
(Title of Class of Securities)
 
 
 
00086T103
  
(CUSIP Number)
 
 
 December 31, 2008
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
    x Rule 13d-1(b)
 
    o Rule 13d-1(c)
 
    o 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 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).
 
 
 CUSIP No. 00086T103
 13G
Page 2 of 5 Pages
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Chilton Investment Company, LLC
87-0742367
  
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
 
State of Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
1,150,186
6
SHARED VOTING POWER
 
0
7 
SOLE DISPOSITIVE POWER
 
1,150,186
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,150,186
  
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.7%
  
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
  
 
 
 CUSIP No. 00086T103
 13G
Page 3 of 5 Pages
 

Item 1(a).
Name of Issuer.
A.C. Moore Arts & Crafts, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices.
130 A.C. Moore Drive, Berlin, NJ 08009
   
Item 2(a).
Names of Person Filing.
Chilton Investment Company, LLC
   
Item 2(b).
Address of Principal Business Office or, if None, Residence.
1266 East Main Street, 7th Floor
Stamford, CT 06902
   
Item 2(c).
Citizenship.
State of Delaware
   
Item 2(d).
Title of Class of Securities.
Common Stock, no par value
   
Item 2(e).
CUSIP Number.
00086T103
 
Item 3.
 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
   
(a)
o
     
(b)
o
 Bank as defined in Section 3(a)(6) of the Exchange Act.
     
(c)
o
 Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d)
o
 Investment company registered under Section 8 of the Investment Company Act.
     
(e)
 x
 An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g)
o
 A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h)
o
 A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
o
 A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
 CUSIP No. 00086T103
 13G
Page 4 of 5 Pages
 
 
Item 4.
Ownership.
   
 
(a)           Amount beneficially owned: 1,150,186 shares
   
 
(b)           Percent of class:   5.7%
   
 
(c)           Number of shares as to which the person has:
   
 
(i)           Sole power to vote or to direct the vote:  1,150,186
(ii)          Shared power to vote or to direct the vote:  0
(iii)         Sole power to dispose or to direct the disposition of:  1,150,186
(iv)         Shared power to dispose or to direct the disposition of:  0
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Inapplicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Inapplicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Inapplicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Inapplicable.

 
 CUSIP No. 00086T103
 13G
Page 5 of 5 Pages
 
 
Item 10.
Certifications.
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 
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.
 
Date:  February 13, 2009
 
 
Chilton Investment Company, LLC
  
       
       
By:
/s/ James Steinthal
  
  Name:
James Steinthal
  
  Title:
Managing Director