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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form
10-Q

|(Mark One)                                                                         
|-----------------------------------------------------------------------------------
|x                                                                                  
|                                                                                   
|For the quarterly period ended March 31, 2003                                      
|                                                                                   
|OR                                                                                 
|                                                                                   
|o                                                                                  
|                                                                                   
|For the transition period from ________ to ________.                               
|                                                                                   
|Commission file number - 333-56135                                                 
|                                                                                   
|                                                                                   
|                                                                                   
|RIVER HOLDING CORP.                                                                
|(Exact name of registrant as specified in its charter)                             
|                                                                                   
|                                                                                   
|                                                                                   
|Delaware                                                                           
|(State or other jurisdiction of incorporation or organization)                     
|                                                                                   
|599 Lexington Drive, 18th Floor                                                    
|New York, New York                                                                 
|(Address of Principal Executive Offices)                                           
|                                                                                   
|(212) 758-2555                                                                     
|(Registrants telephone number, including area code)                               
|                                                                                   
|Not Applicable                                                                     
|(Former name, former address and former fiscal year, if changed since last report).
|                                                                                   

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

|Yes o | Not Applicable x
|----- | ----------------

Indicate by check mark whether the Registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).

|Yes o | No x
|----- | ----

The number of shares of Common Stock, $0.01 par value, outstanding (the only class of common stock of the Company outstanding) was 9,144,293 on May 13,
2003.

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RIVER HOLDING CORP. AND SUBSIDIARIES

QUARTER ENDED MARCH 31, 2003

TABLE OF CONTENTS

|       |                       |                                                                                                                        | Page
|------ | --------------------- | ---------------------------------------------------------------------------------------------------------------------- | ----
|       |                       |                                                                                                                        |     
|PART I | FINANCIAL INFORMATION |                                                                                                                       
|       |                       |                                                                                                                       
|       | Item 1.               | River Holding Corp. Unaudited Condensed Consolidated Financial Statements:                                             |     
|       |                       |                                                                                                                        |     
|       |                       | Unaudited Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002                             | 1   
|       |                       |                                                                                                                        |     
|       |                       | Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and March 31, 2002 | 3   
|       |                       |                                                                                                                        |     
|       |                       | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and March 31, 2002 | 4   
|       |                       |                                                                                                                        |     
|       |                       | Notes to Unaudited Condensed Consolidated Financial Statements                                                         | 6   
|       |                       |                                                                                                                        |     
|       |                       | Hudson Respiratory Care Inc. Unaudited Condensed Consolidated Financial Statements:                                    |     
|       |                       |                                                                                                                        |     
|       |                       | Unaudited Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002                             | 14  
|       |                       |                                                                                                                        |     
|       |                       | Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and March 31, 2002 | 16  
|       |                       |                                                                                                                        |     
|       |                       | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and March 31, 2002 | 17  
|       |                       |                                                                                                                        |     
|       |                       | Notes to Unaudited Condensed Consolidated Financial Statements                                                         | 19  
|       |                       |                                                                                                                        |     
|       | Item 2.               | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  | 27  
|       |                       |                                                                                                                        |     
|       | Item 3.               | Quantitative and Qualitative Disclosures About Market Risks                                                            | 31  
|       |                       |                                                                                                                        |     
|       | Item 4.               | Controls and Procedures                                                                                                | 32  

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|PART II        | OTHER INFORMATION |                                                    
|-------------- | ----------------- | ---------------------------------------------------
|               |                   |                                                    
|               | Item 1.           | Legal Proceedings                                  
|               |                   |                                                    
|               | Item 2.           | Changes in Securities                              
|               |                   |                                                    
|               | Item 3.           | Defaults Upon Senior Securities                    
|               |                   |                                                    
|               | Item 4.           | Submission of Matters to a Vote of Security Holders
|               |                   |                                                    
|               | Item 5.           | Other Information                                  
|               |                   |                                                    
|               | Item 6.           | Exhibits and Reports on Form 8-K                   
|               |                   |                                                    
|SIGNATURE      | 34               
|               |                   |                                                    
|CERTIFICATIONS | 35               

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RIVER HOLDING CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

(amounts in thousands)

|                                                                                                                                     |  | March 31, 2003 |         | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ------- | ----------------- | -
|                                                                                                                                     |  |                |         |                   |  
|CURRENT ASSETS:                                                                                                                      |  |                |         |                   |  
|Cash                                                                                                                                 |  | $              | 5,267   |                   | $
|Accounts receivable, less allowance for doubtful accounts of $1,495 and $1,331 at March 31, 2003 and
December 31, 2002, respectively |  |                | 23,938  |                   |  
|Inventories, net                                                                                                                     |  |                | 21,367  |                   |  
|Other current assets                                                                                                                 |  |                | 2,279   |                   |  
|                                                                                                                                     |  |                |         |                   |  
|Total current assets                                                                                                                 |  |                | 52,851  |                   |  
|PROPERTY, PLANT AND EQUIPMENT, net                                                                                                   |  |                | 44,570  |                   |  
|OTHER ASSETS:                                                                                                                        |  |                |         |                   |  
|Goodwill                                                                                                                             |  |                | 35,421  |                   |  
|Deferred financing and other costs, net                                                                                              |  |                | 7,424   |                   |  
|Other assets                                                                                                                         |  |                | 1,008   |                   |  
|                                                                                                                                     |  |                |         |                   |  
|Total other assets                                                                                                                   |  |                | 43,853  |                   |  
|                                                                                                                                     |  |                |         |                   |  
|Total assets                                                                                                                         |  | $              | 141,274 |                   | $
|                                                                                                                                     |  |                |         |                   |  

See notes to unaudited condensed financial statements

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RIVER HOLDING CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE
SHEETS

LIABILITIES, MANDATORILY-REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT

(amounts
in thousands, except per share amounts)

|                                                                                                                                                                                              |  | March 31, 2003 |          | December 31, 2002 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | ----------------- | -
|                                                                                                                                                                                              |  |                |          |                   |  
|CURRENT LIABILITIES:                                                                                                                                                                          |  |                |          |                   |  
|Notes payable to bank                                                                                                                                                                         |  | $              | 14,703   |                   | $
|Accounts payable                                                                                                                                                                              |  |                | 9,821    |                   |  
|Accrued liabilities                                                                                                                                                                           |  |                | 25,524   |                   |  
|                                                                                                                                                                                              |  |                |          |                   |  
|Total current liabilities                                                                                                                                                                     |  |                | 50,048   |                   |  
|NOTES PAYABLE TO BANK, net of current portion                                                                                                                                                 |  |                | 49,243   |                   |  
|SENIOR SUBORDINATED NOTES PAYABLE                                                                                                                                                             |  |                | 115,000  |                   |  
|NOTE PAYABLE TO AFFILIATE                                                                                                                                                                     |  |                | 39,317   |                   |  
|OTHER NON-CURRENT LIABILITIES                                                                                                                                                                 |  |                | 2,023    |                   |  
|                                                                                                                                                                                              |  |                |          |                   |  
|Total liabilities                                                                                                                                                                             |  |                | 255,631  |                   |  
|COMMITMENTS AND CONTINGENCIES (Note 4)                                                                                                                                                        |  |                |          |                   |  
|MANDATORILY-REDEEMABLE PREFERRED STOCK, $0.01 par value; 1,800 shares authorized; 497 shares issued and
outstanding at March 31, 2003 and December 31, 2002; liquidation preference --$49,735 |  |                | 49,207   |                   |  
|Accrued preferred stock dividend, payable in kind                                                                                                                                             |  |                | 2,621    |                   |  
|                                                                                                                                                                                              |  |                |          |                   |  
|                                                                                                                                                                                              |  |                | 51,828   |                   |  
|STOCKHOLDERS EQUITY (DEFICIT):                                                                                                                                                               |  |                |          |                   |  
|Junior preferred stock, $0.01 par value; 10 shares authorized; 3 shares outstanding at March 31, 2003 and December
31, 2002                                                                   |  |                | 3,627    |                   |  
|Common stock, $0.01 par value; 15,000 shares authorized; 9,144 issued and outstanding at March 31, 2003 and December 31,
2002                                                                 |  |                | 97,848   |                   |  
|Additional paid in capital                                                                                                                                                                    |  |                | 881      |                   |  
|Cumulative translation adjustment                                                                                                                                                             |  |                | 3,461    |                   |  
|Accumulated deficit                                                                                                                                                                           |  |                | (272,002 | )                 |  
|                                                                                                                                                                                              |  |                |          |                   |  
|Total stockholders deficit                                                                                                                                                                   |  |                | (166,185 | )                 |  
|                                                                                                                                                                                              |  |                |          |                   |  
|Total liabilities, mandatorily-redeemable preferred stock and stockholders deficit                                                                                                           |  | $              | 141,274  |                   | $
|                                                                                                                                                                                              |  |                |          |                   |  

See notes to unaudited condensed financial statements

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RIVER HOLDING CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

|                                                |  | Three Months Ended |       
|----------------------------------------------- |  | ------------------ | ------
|                                                |  |                    |       
|                                                |  | March 31, 2003     |       
|                                                |  |                    |       
|NET SALES                                       |  | $                  | 45,879
|COST OF SALES                                   |  |                    | 26,586
|                                                |  |                    |       
|Gross Profit                                    |  |                    | 19,293
|OPERATING EXPENSES:                             |  |                    |       
|Selling, distribution, general & administrative |  |                    | 12,757
|Research and development                        |  |                    | 640   
|                                                |  |                    |       
|                                                |  |                    | 13,397
|                                                |  |                    |       
|Income from operations                          |  |                    | 5,896 
|INTEREST EXPENSE AND OTHER, net                 |  |                    | 5,261 
|                                                |  |                    |       
|Income before provision for income taxes        |  |                    | 635   
|PROVISION FOR INCOME TAXES                      |  |                    | 681   
|                                                |  |                    |       
|Net loss                                        |  | $                  | (46)  
|                                                |  |                    |       
|OTHER COMPREHENSIVE INCOME:                     |  |                    |       
|Foreign currency translation gain               |  |                    | 721   
|                                                |  |                    |       
|Comprehensive income                            |  | $                  | 675   
|                                                |  |                    |       

See notes to unaudited condensed financial statements

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RIVER HOLDING CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amount in thousands)

|                                                                                |  | Three Months Ended |       
|------------------------------------------------------------------------------- |  | ------------------ | ------
|                                                                                |  |                    |       
|                                                                                |  | March 31, 2003     |       
|                                                                                |  |                    |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |  |                    |       
|Net loss                                                                        |  | $                  | (46   
|Adjustments to reconcile net loss to net cash provided by operating activities- |  |                    |       
|Depreciation and amortization                                                   |  |                    | 2,961 
|Amortization of deferred financing costs                                        |  |                    | 464   
|Provision for bad debts                                                         |  |                    | 197   
|(Gain) loss on disposal of equipment                                            |  |                    | (6    
|Change in operating assets and liabilities:                                     |  |                    |       
|Accounts receivable                                                             |  |                    | 342   
|Inventories                                                                     |  |                    | 1,413 
|Other current assets                                                            |  |                    | (799  
|Other assets                                                                    |  |                    | (19   
|Accounts payable                                                                |  |                    | (625  
|Accrued liabilities                                                             |  |                    | 3,111 
|Other non-current liabilities                                                   |  |                    | 12    
|                                                                                |  |                    |       
|Net cash provided by operating activities                                       |  |                    | 7,005 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                           |  |                    |       
|Purchases of property, plant and equipment                                      |  |                    | (1,723
|Proceeds from sales of property, plant and equipment                            |  |                    | 17    
|                                                                                |  |                    |       
|Net cash used in investing activities                                           |  |                    | (1,706
|CASH FLOWS FROM FINANCING ACTIVITIES:                                           |  |                    |       
|Repayment of notes payable to bank                                              |  |                    | (7,734
|Proceeds from bank borrowings                                                   |  |                    | 1,582 
|Payment of capital lease obligations                                            |  |                    | (13   
|                                                                                |  |                    |       
|Net cash used by financing activities                                           |  |                    | (6,165
|Effect of exchange rate changes on cash                                         |  |                    | (292  
|                                                                                |  |                    |       
|NET DECREASE IN CASH                                                            |  |                    | (1,158
|CASH, beginning of period                                                       |  |                    | 6,425 
|                                                                                |  |                    |       
|CASH, end of period                                                             |  | $                  | 5,267 
|                                                                                |  |                    |       

See notes to unaudited condensed financial statements

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|                                                  |  | Three Months Ended |      
|------------------------------------------------- |  | ------------------ | -----
|                                                  |  |                    |      
|                                                  |  | March 31, 2003     |      
|                                                  |  |                    |      
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |  |                    |      
|Cash paid during the period for:                  |  |                    |      
|Interest                                          |  | $                  | 1,076
|                                                  |  |                    |      
|Income taxes (primarily foreign)                  |  | $                  | 1,138
|                                                  |  |                    |      
|NON-CASH FINANCING ACTIVITIES:                    |  |                    |      
|Preferred dividends accrued or paid-in-kind       |  | $                  | 1,533
|                                                  |  |                    |      

See notes to unaudited condensed financial statements

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RIVER HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.        Financial
Statements.  River Holding Corp. (Holding) is a holding company with no other operations than those of its majority owned subsidiary, Hudson Respiratory Care Inc. (Hudson or the Company). The condensed
consolidated financial statements included herein have been prepared by Holding and Hudson, without audit, and include all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position at
March 31, 2003, the results of operations for the three month period ended March 31, 2003 and March 31, 2002 and statements of cash flows for the three month period ended March 31, 2003 and March 31, 2002 pursuant to the rules and regulations
of the Securities and Exchange Commission (SEC).  All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although Holding believes that the disclosures in such financial statements are adequate to make the information presented not misleading, the
accompanying unaudited condensed consolidated financial statements should be read in conjunction with Holdings 2002 audited financial statements and the notes thereto included in its Form 10-K filed with the SEC. The results of operations
for the three month period ended March 31, 2003 are not necessarily indicative of the results to be achieved for a full year.

Financial Condition and Results of Operations

Management believes that Holding's ability to achieve operating results in line with current forecasts and to comply with the terms and covenants of its financing
agreements will enable Holding to meet its ongoing obligations on a timely basis and continue operations for at least the next twelve months.  If Holding does not generate sufficient cash flow from operations in line with its current forecasts,
Holding would have to initiate measures to raise cash through additional debt or equity issuances, additional asset sales and/or curtail operations. Holding currently has no commitments for additional debt or equity financing and no assurance
can be given as to whether or, on what terms, additional debt or equity investments could be obtained, if required.  Failure to achieve expected cash flows or, if necessary, to obtain additional debt or equity investment would have a material
adverse effect on Holding.

Significant Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.

The significant estimates made in the
preparation of the Companys consolidated financial statements relate to allowance for bad debts, rebate reserve, and inventory reserve.

Reclassifications

Certain amounts from prior
periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS 143).  SFAS 143
addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  It requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.  When the liability is initially recorded, the entity capitalizes a disposal cost by

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increasing the carrying amount of the related long-lived asset.  Over time, the liability is accreted to its present value each period, and the capitalized disposal cost
is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The adoption of SFAS 143 effective January 1, 2003,
did not have a material impact on Holdings financial statements.

In April 2002, the FASB issued SFAS 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections (SFAS 145).  SFAS updates and clarifies existing accounting pronouncements related to gains and losses from extinguishment of debt and
requires that certain lease modifications be accounted for in the same manner as sale-leaseback transactions.  The adoption of SFAS 145 effective January 1, 2003, did not have a material impact on Holdings financial statements.

In July 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial
accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost was
recognized at the date of an entitys commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. The adoption of SFAS 146 effective January 1, 2003, did not have a material
impact on Holdings financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure requirements for Guarantee, Including Indirect Guarantees of Indebtedness of Others (FIN 45).  FIN 45 is an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation
No. 34.  This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued.  FIN 45 also clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  This interpretation also incorporates, without change, the guidance in FASB Interpretation No. 34,
Disclosure of Indirect Guarantees of Indebtedness of Others, which is being superseded.  Holding will apply the guidance provided in FIN 45 for guarantees issued after December 31, 2002, if any, and has adopted disclosure
requirements for the current reporting period.  The adoption of FIN 45 effective January 1, 2003, did not have a material impact on Holdings financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure (SFAS 148), an amendment of
SFAS No. 123 Accounting for Stock-Based Compensation (SFAS 123).  SFAS 148 amends SFAS 123 to provide alternative methods for a voluntary change to the fair value based method of accounting for stock-based employee
compensation.  In addition, the statement amends the disclosure requirements of SFAS 123 to require prominent disclosures for both annual and interim financial statements about the method of accounting for stock-based employee compensation and
the effect of the methods used on reported results. The interim transition and annual disclosure requirements of SFAS 148 are effective for the Companys fiscal year 2003. Holding does not expect SFAS 148 to have a material impact on its
consolidated results of operations or financial position.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46), an interpretation of Accounting Research Bulletin No. 51.  FIN 46 requires that a company consolidate variable interest entities if that company is subject to a majority of the risk of loss
from the entities activities or the company receives a majority of the entities residual returns.  FIN 46 also requires certain disclosure about variable interest entities in which the company has a significant interest, regardless
of whether consolidation is required.  Holding has no interests in variable interest entities and the adoption of FIN 46 on January 1, 2003, did not have a material impact on Holdings financial statements.

2.        Inventories.  Inventories consisted of the following (amounts in thousands):

|                           |  | March 31, 2003 |        | December 31, 2002 |  
|-------------------------- |  | -------------- | ------ | ----------------- | -
|                           |  |                |        |                   |  
|Raw materials              |  | $              | 5,209  |                   | $
|Work-in-process            |  |                | 4,650  |                   |  
|Finished goods             |  |                | 13,420 |                   |  
|                           |  |                |        |                   |  
|                           |  |                | 23,279 |                   |  
|Provision for obsolescence |  |                | (1,912 | )                 |  
|                           |  |                |        |                   |  
|                           |  | $              | 21,367 |                   | $
|                           |  |                |        |                   |  

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3.        Segment Data and Subsidiaries Guaranteeing Debt.  Holding presents segment information externally based on how
management uses financial data internally to make operating decisions and assess performance.  Holding has two operating segments:  United States, or guarantor, and international or non-guarantor.  The non-guarantor subsidiaries
consist principally of Hudson RCI AB and subsidiaries (whose operations are principally international).  Under SFAS 131, Disclosures about Segments of an Enterprise and Related Information, the Companys operating segments are
the same as its reporting segments.

The Company is the 100% owner of certain subsidiaries that do not guarantee the Companys senior
subordinated notes and certain bank debt.  The following tables disclose required consolidating financial information for guarantor, including the Company, and non-guarantor subsidiaries (amounts in thousands):

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RIVER HOLDING CORP. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

|                                                                                       |  | As of March 31, 2003 |      
|-------------------------------------------------------------------------------------- |  | -------------------- | -----
|                                                                                       |  |                      |      
|                                                                                       |  | River                |      
|                                                                                       |  |                      |      
|ASSETS                                                                                 |  |                      |      
|CURRENT ASSETS:                                                                        |  |                      |      
|Cash                                                                                   |  | $                    |     
|Accounts receivable                                                                    |  |                      |     
|Intercompany receivables, net                                                          |  |                      |     
|Inventories                                                                            |  |                      |     
|Other current assets                                                                   |  |                      | (258 
|                                                                                       |  |                      |      
|Total current assets                                                                   |  |                      | (258 
|PROPERTY, PLANT AND EQUIPMENT, net                                                     |  |                      | 5,345
|INTANGIBLE ASSETS, net                                                                 |  |                      |     
|DEFERRED FINANCING COSTS, net                                                          |  |                      |     
|INVESTMENT IN NON-GUARANTOR SUBSIDIARIES, at cost                                      |  |                      |     
|OTHER ASSETS                                                                           |  |                      | (77  
|                                                                                       |  |                      |      
|Total other assets                                                                     |  |                      | (77  
|                                                                                       |  |                      |      
|                                                                                       |  | $                    | 5,010
|                                                                                       |  |                      |      
|LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |  |                      |      
|CURRENT LIABILITIES:                                                                   |  |                      |      
|Notes payable to bank                                                                  |  | $                    |     
|Accounts payable                                                                       |  |                      |     
|Intercompany payables, net                                                             |  |                      |     
|Accrued liabilities                                                                    |  |                      | (90  
|                                                                                       |  |                      |      
|Total current liabilities                                                              |  |                      | (90  
|NOTES PAYABLE TO BANKS, net of current portion                                         |  |                      |     
|SENIOR SUBORDINATED NOTES PAYABLE                                                      |  |                      |     
|NOTE PAYABLE TO AFFILIATE                                                              |  |                      |     
|OTHER NON-CURRENT LIABILITIES                                                          |  |                      |     
|                                                                                       |  |                      |      
|Total liabilities                                                                      |  |                      | (90  
|Mandatorily-redeemable preferred stock                                                 |  |                      |     
|                                                                                       |  |                      |      
|STOCKHOLDERS DEFICIT                                                                  |  |                      | 5,100
|                                                                                       |  |                      |      
|                                                                                       |  | $                    | 5,010
|                                                                                       |  |                      |      

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RIVER HOLDING CORP. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

|                                                                                       |  | As of December 31, 2002 |      
|-------------------------------------------------------------------------------------- |  | ----------------------- | -----
|                                                                                       |  |                         |      
|                                                                                       |  | River                   |      
|                                                                                       |  |                         |      
|ASSETS                                                                                 |  |                         |      
|CURRENT ASSETS:                                                                        |  |                         |      
|Cash                                                                                   |  | $                       |     
|Accounts receivable                                                                    |  |                         |     
|Intercompany receivables, net                                                          |  |                         |     
|Inventories                                                                            |  |                         |     
|Other current assets                                                                   |  |                         | (258 
|                                                                                       |  |                         |      
|Total current assets                                                                   |  |                         | (258 
|PROPERTY, PLANT AND EQUIPMENT, net                                                     |  |                         | 5,901
|INTANGIBLE ASSETS, net                                                                 |  |                         |     
|DEFERRED FINANCING COSTS, net                                                          |  |                         |     
|INVESTMENT IN NON-GUARANTOR SUBSIDIARIES, at cost                                      |  |                         |     
|OTHER ASSETS                                                                           |  |                         | (77  
|                                                                                       |  |                         |      
|Total other assets                                                                     |  |                         | (77  
|                                                                                       |  |                         |      
|                                                                                       |  | $                       | 5,566
|                                                                                       |  |                         |      
|LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |  |                         |      
|CURRENT LIABILITIES:                                                                   |  |                         |      
|Notes payable to banks  current portion                                               |  |                         |     
|Accounts payable                                                                       |  | $                       |     
|Intercompany payables, net                                                             |  |                         |     
|Accrued liabilities                                                                    |  |                         | (90  
|                                                                                       |  |                         |      
|Total current liabilities                                                              |  |                         | (90  
|NOTES PAYABLE TO BANKS, net of current portion                                         |  |                         |     
|SENIOR SUBORDINATED NOTES PAYABLE                                                      |  |                         |     
|NOTE PAYABLE TO AFFILIATE                                                              |  |                         |     
|OTHER NON-CURRENT LIABILITIES                                                          |  |                         |     
|                                                                                       |  |                         |      
|Total liabilities                                                                      |  |                         | (90  
|                                                                                       |  |                         |      
|Mandatorily-redeemable preferred stock                                                 |  |                         |     
|STOCKHOLDERS DEFICIT                                                                  |  |                         | 5,656
|                                                                                       |  |                         |      
|                                                                                       |  | $                       | 5,566
|                                                                                       |  |                         |      

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RIVER HOLDING CORP. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

|                                                  |  | Three Months Ended March 31, 2003 |     
|------------------------------------------------- |  | --------------------------------- | ----
|                                                  |  |                                   |     
|                                                  |  | River                             |     
|                                                  |  |                                   |     
|NET SALES                                         |  | $                                 |    
|COST OF SALES                                     |  |                                   | 556 
|                                                  |  |                                   |     
|Gross profit                                      |  |                                   | (556
|OPERATING EXPENSES:                               |  |                                   |     
|Selling, distribution, general and administrative |  |                                   |    
|Research and development                          |  |                                   |    
|                                                  |  |                                   |     
|                                                  |  |                                   |    
|                                                  |  |                                   |     
|Income (loss) from operations                     |  |                                   | (556
|INTEREST EXPENSE AND OTHER, net                   |  |                                   |    
|                                                  |  |                                   |     
|Income (loss) before provision for income taxes   |  |                                   | (556
|PROVISION FOR INCOME TAXES                        |  |                                   |    
|                                                  |  |                                   |     
|Net (loss) income                                 |  | $                                 | (556
|                                                  |  |                                   |     



|                                                  |  | Three Months Ended March 31, 2002 |     
|------------------------------------------------- |  | --------------------------------- | ----
|                                                  |  |                                   |     
|                                                  |  | River                             |     
|                                                  |  |                                   |     
|NET SALES                                         |  | $                                 |    
|COST OF SALES                                     |  |                                   | 565 
|                                                  |  |                                   |     
|Gross profit                                      |  |                                   | (565
|OPERATING EXPENSES:                               |  |                                   |     
|Selling, distribution, general and administrative |  |                                   |    
|Research and development                          |  |                                   |    
|                                                  |  |                                   |     
|                                                  |  |                                   |    
|                                                  |  |                                   |     
|(Loss) income from operations                     |  |                                   | (565
|INTEREST EXPENSE AND OTHER, net                   |  |                                   |    
|                                                  |  |                                   |     
|Income (loss) before provision for income taxes   |  |                                   | (565
|PROVISION FOR INCOME TAXES                        |  |                                   |    
|                                                  |  |                                   |     
|Net (loss) income                                 |  | $                                 | (565
|                                                  |  |                                   |     

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RIVER HOLDING CORP. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

|                                                  |  | For the Three Months Ended March 31, 2003 |  
|------------------------------------------------- |  | ----------------------------------------- | -
|                                                  |  |                                           |  
|                                                  |  | River                                     |  
|                                                  |  |                                           |  
|Net cash provided by operating activities         |  | $                                         | 
|Net cash used in provided by investing activities |  |                                           | 
|Net cash used in financing activities             |  |                                           | 
|Effect of exchange rate changes on cash           |  |                                           | 
|                                                  |  |                                           |  
|NET INCREASE IN CASH                              |  |                                           | 
|CASH, beginning of year                           |  |                                           | 
|                                                  |  |                                           |  
|CASH, end of year                                 |  | $                                         | 
|                                                  |  |                                           |  



|                                          |  | For the Three Months Ended March 31, 2002 |  
|----------------------------------------- |  | ----------------------------------------- | -
|                                          |  |                                           |  
|                                          |  | River                                     |  
|                                          |  |                                           |  
|Net cash provided by operating activities |  | $                                         | 
|Net cash used in investing activities     |  |                                           | 
|Net cash used in financing activities     |  |                                           | 
|Effect of exchange rate changes on cash   |  |                                           | 
|                                          |  |                                           |  
|NET INCREASE IN CASH                      |  |                                           | 
|CASH, beginning of year                   |  |                                           | 
|                                          |  |                                           |  
|CASH, end of year                         |  | $                                         | 
|                                          |  |                                           |  

Holdings percentage of sales
by geographic region for the three month period ended March 31, 2003 and March 31, 2002 is as follows:

|                                                           |  | Three Months Ended |               
|---------------------------------------------------------- |  | ------------------ | --------------
|                                                           |  |                    |               
|                                                           |  |                    | March 31, 2003
|                                                           |  |                    |               
|United States                                              |  |                    | 73.2          
|Europe                                                     |  |                    | 15.4          
|Pacific Rim (Japan, Southeast Asia, Australia/New Zealand) |  |                    | 7.3           
|Canada                                                     |  |                    | 1.2           
|Other international                                        |  |                    | 2.9           
|                                                           |  |                    |               
|                                                           |  |                    | 100.0         
|                                                           |  |                    |               

4.        Commitments and Contingencies. 
Holding is not a party to any material lawsuits or other proceedings. While the results of Holdings other existing lawsuits and proceedings cannot be predicted with certainty, management does not expect that the ultimate resolution of these
matters will have a material adverse effect on the financial position or results of operations of Holding.

Self Insurance. 
Holding self-insures the majority of its medical benefit programs.  Reserves for medical claim losses (including retiree benefits) totaling approximately $1,178,000 and $1,160,000 at March 31, 2003 and December 31,

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2002, respectively, were established based upon estimated obligations and are included in accrued liabilities in the accompanying unaudited condensed consolidated balance
sheets. Holding maintains excess coverage on an aggregate claim basis.  Additionally, Holding is self-insured for workers compensation.  Reserves for workers compensation claim losses totaling approximately $556,168 and
$353,000 at March 31, 2003 and December 31, 2002, respectively, were established based upon estimated obligations and are included in accrued liabilities in the accompanying unaudited condensed consolidated balance sheets.

Accrued Severance Costs.     In 2001, the decision was made to close the Argyle manufacturing facility and relocate that
facilitys operations to Tecate, Mexico by April 2003.  As of December 31, 2002, 147 employees had been notified that their positions would be eliminated with an estimated severance cost of $2,160,360.  The following summarizes the
activity of accrued severance costs (amounts in thousands, except for employees):

|                                        |  | Employees Affected |     | Accrued Severance |  
|--------------------------------------- |  | ------------------ | --- | ----------------- | -
|                                        |  |                    |     |                   |  
|As of December 31, 2000                 |  |                    |    |                   | $
|Position eliminations announced         |  |                    | 83  |                   |  
|Positions eliminated and severance paid |  |                    |    |                   |  
|                                        |  |                    |     |                   |  
|Balance remaining at December 31, 2001  |  |                    | 83  |                   |  
|Position eliminations announced         |  |                    | 64  |                   |  
|Positions eliminated and severance paid |  |                    | (46 | )                 |  
|                                        |  |                    |     |                   |  
|Balance remaining at December 31, 2002  |  |                    | 101 |                   |  
|Position eliminations announced         |  |                    |    |                   |  
|Positions eliminated and severance paid |  |                    | (80 | )                 |  
|                                        |  |                    |     |                   |  
|Balance remaining at March 31, 2003     |  |                    | 21  |                   | $
|                                        |  |                    |     |                   |  

Guarantees.  During its
normal course of business, Holding has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions.  These include, (i) intellectual property indemnities to Holding's
customers and licensees in connection with the use, sales and/or license of Holding products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facilities or leases, (iii) indemnities to
vendors and service providers pertaining to claims based on the negligence or willful misconduct of Holding, (iv) indemnities involving the accuracy of representations and warranties in certain contracts and (v) indemnities to directors and officers
of Holding to the maximum extent permitted under the laws of the State of California.  In addition, Holding has made contractual commitments to several employees providing for payments upon the occurrence of certain prescribed events.  The
majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments Holding could be obligated to make.  Holding has not recorded any liability for these indemnities,
commitments and other guarantees in the accompanying unaudited condensed consolidated balance sheets.

5.          Credit
Facility.          Total borrowings as of March 31, 2003 were $5.0 million and $40.0 million under the Revolving Loan Facility and Acquisition Facility, respectively, and $5.0 million under the
Term Loan Facility.  As of March 31, 2003 $8.7 million was available for borrowing under the Revolving Loan Facility and none is available for borrowing under the Acquisition Facility.  No additional borrowing is available under the Term
Loan Facility.  As of March 31, 2003 the fair value of the Term Loan facility and Revolving Loan Facility approximated the face value.

At March 31, 2003, Holding was in compliance with all provisions of its debt securities.

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6.          Subsidiary Financials.          Because Holding is a
holding company with no operations other than those of the Company, the unaudited condensed financials statements of the Company have been included.

HUDSON RESPIRATORY CARE INC.
AND SUBSIDIARIES (A majority-owned subsidiary of River Holding Corp.)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

(amounts in thousands)

|                                                                                                                                     |  | March 31, 2003 |         | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ------- | ----------------- | -
|                                                                                                                                     |  |                |         |                   |  
|CURRENT ASSETS:                                                                                                                      |  |                |         |                   |  
|Cash                                                                                                                                 |  | $              | 5,267   |                   | $
|Accounts receivable, less allowance for doubtful accounts of $1,495 and $1,331 at March 31, 2003 and
December 31, 2002, respectively |  |                | 23,938  |                   |  
|Inventories, net                                                                                                                     |  |                | 21,367  |                   |  
|Other current assets                                                                                                                 |  |                | 2,537   |                   |  
|                                                                                                                                     |  |                |         |                   |  
|Total current assets                                                                                                                 |  |                | 53,109  |                   |  
|PROPERTY, PLANT AND EQUIPMENT, net                                                                                                   |  |                | 39,225  |                   |  
|OTHER ASSETS:                                                                                                                        |  |                |         |                   |  
|Goodwill                                                                                                                             |  |                | 35,421  |                   |  
|Deferred financing and other costs, net                                                                                              |  |                | 7,424   |                   |  
|Other assets                                                                                                                         |  |                | 1,085   |                   |  
|                                                                                                                                     |  |                |         |                   |  
|Total other assets                                                                                                                   |  |                | 43,930  |                   |  
|                                                                                                                                     |  |                |         |                   |  
|Total assets                                                                                                                         |  | $              | 136,264 |                   | $
|                                                                                                                                     |  |                |         |                   |  

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES (A majority-owned subsidiary of River Holding Corp.)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES, MANDATORILY-REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS
DEFICIT

(amounts in thousands, except per share amounts)

|                                                                                                                                                                                               |  | March 31, 2003 |          | December 31, 2002 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | ----------------- | -
|                                                                                                                                                                                               |  |                |          |                   |  
|CURRENT LIABILITIES:                                                                                                                                                                           |  |                |          |                   |  
|Notes payable to bank                                                                                                                                                                          |  | $              | 14,703   |                   | $
|Accounts payable                                                                                                                                                                               |  |                | 9,821    |                   |  
|Accrued liabilities                                                                                                                                                                            |  |                | 25,614   |                   |  
|                                                                                                                                                                                               |  |                |          |                   |  
|Total current liabilities                                                                                                                                                                      |  |                | 50,138   |                   |  
|NOTE PAYABLE TO AFFILIATE                                                                                                                                                                      |  |                | 39,317   |                   |  
|NOTES PAYABLE TO BANK, net of current portion                                                                                                                                                  |  |                | 49,243   |                   |  
|SENIOR SUBORDINATED NOTES PAYABLE                                                                                                                                                              |  |                | 115,000  |                   |  
|OTHER NON-CURRENT LIABILITIES                                                                                                                                                                  |  |                | 2,023    |                   |  
|                                                                                                                                                                                               |  |                |          |                   |  
|Total liabilities                                                                                                                                                                              |  |                | 255,721  |                   |  
|COMMITMENTS AND CONTINGENCIES (Note 4)                                                                                                                                                         |  |                |          |                   |  
|MANDATORILY-REDEEMABLE PREFERRED STOCK, $0.01 par value; 1,800 shares authorized; 497 shares issued and outstanding at March 31, 2003 and December 31, 2002;
liquidation preference -- $49,735 |  |                | 49,207   |                   |  
|Accrued preferred stock dividend, payable in kind                                                                                                                                              |  |                | 2,621    |                   |  
|                                                                                                                                                                                               |  |                |          |                   |  
|                                                                                                                                                                                               |  |                | 51,828   |                   |  
|STOCKHOLDERS EQUITY (DEFICIT):                                                                                                                                                                |  |                |          |                   |  
|Junior preferred stock, $0.01 par value; 10 shares authorized; 3 shares outstanding at March 31, 2003 and December
31, 2002                                                                    |  |                | 3,627    |                   |  
|Common stock, $0.01 par value; 15,000 shares authorized; 10,654 issued and outstanding at March 31, 2003 and December 31,
2002                                                                 |  |                | 98,258   |                   |  
|Additional paid in capital                                                                                                                                                                     |  |                | 881      |                   |  
|Cumulative translation adjustment                                                                                                                                                              |  |                | 2,997    |                   |  
|Accumulated deficit                                                                                                                                                                            |  |                | (277,048 | )                 |  
|                                                                                                                                                                                               |  |                |          |                   |  
|Total stockholders deficit                                                                                                                                                                    |  |                | (171,285 | )                 |  
|                                                                                                                                                                                               |  |                |          |                   |  
|Total liabilities, mandatorily-redeemable preferred stock and stockholders deficit                                                                                                            |  | $              | 136,264  |                   | $
|                                                                                                                                                                                               |  |                |          |                   |  

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES (A majority-owned subsidiary of River Holding Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

|                                                |  | Three Months Ended |       
|----------------------------------------------- |  | ------------------ | ------
|                                                |  |                    |       
|                                                |  | March 31, 2003     |       
|                                                |  |                    |       
|NET SALES                                       |  | $                  | 45,879
|COST OF SALES                                   |  |                    | 26,030
|                                                |  |                    |       
|Gross Profit                                    |  |                    | 19,849
|OPERATING EXPENSES:                             |  |                    |       
|Selling, distribution, general & administrative |  |                    | 12,757
|Research and development                        |  |                    | 640   
|                                                |  |                    |       
|                                                |  |                    | 13,397
|                                                |  |                    |       
|Income from operations                          |  |                    | 6,452 
|INTEREST EXPENSE AND OTHER                      |  |                    | 5,261 
|                                                |  |                    |       
|Net income before provision for income taxes    |  |                    | 1,191 
|PROVISION FOR INCOME TAXES                      |  |                    | 681   
|                                                |  |                    |       
|Net Income                                      |  | $                  | 510   
|                                                |  |                    |       
|OTHER COMPREHENSIVE INCOME:                     |  |                    |       
|Foreign currency translation gain               |  |                    | 721   
|                                                |  |                    |       
|Comprehensive income                            |  | $                  | 1,231 
|                                                |  |                    |       

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES (A majority-owned subsidiary of River Holding Corp.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amount in thousands)

|                                                                                  |  | Three Months Ended |       
|--------------------------------------------------------------------------------- |  | ------------------ | ------
|                                                                                  |  |                    |       
|                                                                                  |  | March 31, 2003     |       
|                                                                                  |  |                    |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                    |       
|Net income                                                                        |  | $                  | 510   
|Adjustments to reconcile net income to net cash provided by operating activities- |  |                    |       
|Depreciation and amortization                                                     |  |                    | 2,405 
|Amortization of deferred financing costs                                          |  |                    | 464   
|Provision for bad debts                                                           |  |                    | 197   
|(Gain) loss on disposal of equipment                                              |  |                    | (6    
|Change in operating assets and liabilities:                                       |  |                    |       
|Accounts receivable                                                               |  |                    | 342   
|Inventories                                                                       |  |                    | 1,413 
|Other current assets                                                              |  |                    | (799  
|Other assets                                                                      |  |                    | (19   
|Accounts payable                                                                  |  |                    | (625  
|Accrued liabilities                                                               |  |                    | 3,111 
|Other non-current liabilities                                                     |  |                    | 12    
|                                                                                  |  |                    |       
|Net cash provided by operating activities                                         |  |                    | 7,005 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                    |       
|Purchases of property, plant and equipment                                        |  |                    | (1,723
|Proceeds from sales of property, plant and equipment                              |  |                    | 17    
|                                                                                  |  |                    |       
|Net cash used in investing activities                                             |  |                    | (1,706
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                    |       
|Repayment of notes payable to bank                                                |  |                    | (7,734
|Proceeds from bank borrowings                                                     |  |                    | 1,582 
|Payment of capital lease obligations                                              |  |                    | (13   
|                                                                                  |  |                    |       
|Net cash used in financing activities                                             |  |                    | (6,165
|Effect of exchange rate changes on cash                                           |  |                    | (292  
|                                                                                  |  |                    |       
|NET DECREASE IN CASH                                                              |  |                    | (1,158
|CASH, beginning of period                                                         |  |                    | 6,425 
|                                                                                  |  |                    |       
|CASH, end of period                                                               |  | $                  | 5,267 
|                                                                                  |  |                    |       

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|                                                  |  | Three Months Ended |      
|------------------------------------------------- |  | ------------------ | -----
|                                                  |  |                    |      
|                                                  |  | March 31, 2003     |      
|                                                  |  |                    |      
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |  |                    |      
|Cash paid during the period for:                  |  |                    |      
|Interest                                          |  | $                  | 1,076
|                                                  |  |                    |      
|Income taxes (primarily foreign)                  |  | $                  | 1,138
|                                                  |  |                    |      
|NON-CASH FINANCING ACTIVITIES:                    |  |                    |      
|Preferred dividends accrued or paid-in-kind       |  | $                  | 1,533
|                                                  |  |                    |      

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES (A majority-owned subsidiary of River Holding Corp.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.        Financial
Statements.  The condensed consolidated financial statements included herein have been prepared by the Company, without audit, and include all adjustments which are, in the opinion of management, necessary for a fair presentation of the
financial position at March 31, 2003, the results of operations for the three month periods ended March 31, 2003 and March 31, 2002 and statements of cash flows for the three month periods ended March 31, 2003 and March 31, 2002 pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC).  All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although the Company believes that the disclosures in such financial statements are adequate to make the information
presented not misleading, the accompanying unaudited condensed, consolidated financial statements should be read in conjunction with the Companys 2002 audited financial statements and the notes thereto included in its Form 10-K filed with
the SEC. The results of operations for the three month period ended March 31, 2003 are not necessarily indicative of the results to be achieved for a full year.

Financial Condition and Results of Operations

Management believes that the Companys ability to achieve operating results in line with current forecasts and to comply with the terms and covenants of its
financing agreements will enable the Company to meet its ongoing obligations on a timely basis and continue operations for at least the next twelve months.  If the Company does not generate sufficient cash flow from operations in line with its
current forecasts, the Company would have to initiate measures to raise cash through additional debt or equity issuances, additional asset sales and/or curtail operations. The Company currently has no commitments for additional debt or equity
financing and no assurance can be given as to whether or, on what terms, additional debt or equity investments could be obtained, if required.  Failure to achieve expected cash flows or, if necessary, to obtain additional debt or equity
investment would have a material adverse effect on the Company.

Significant Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The significant estimates made in the preparation of the
Companys consolidated financial statements relate to allowance for bad debts, rebate reserve, and inventory reserve.

Reclassifications

Certain amounts from prior
periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS 143).  SFAS 143
addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  It requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.  When the liability is initially recorded, the entity capitalizes a disposal cost by increasing the carrying amount of the related long-lived asset.  Over time, the liability is
accreted to its present value each

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period, and the capitalized disposal cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation
for its recorded amount or incurs a gain or loss upon settlement. The adoption of SFAS 143 effective January 1, 2003, did not have a material impact on the Companys financial statements.

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections
(SFAS 145).  SFAS updates and clarifies existing accounting pronouncements related to gains and losses from extinguishment of debt and requires that certain lease modifications be accounted for in the same manner as sale-leaseback
transactions.  The adoption of SFAS 145 effective January 1, 2003, did not have a material impact on the Companys financial statements.

In July 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial accounting and
reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the
date of an entitys commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. The adoption of SFAS 146 effective January 1, 2003, did not have a material impact on the
Companys financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and
Disclosure requirements for Guarantee, Including Indirect Guarantees of Indebtedness of Others (FIN 45).  FIN 45 is an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34. 
This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued.  FIN 45 also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  This interpretation also incorporates, without change, the guidance in FASB Interpretation No. 34,
Disclosure of Indirect Guarantees of Indebtedness of Others, which is being superseded.  The Company will apply the guidance provided in FIN 45 for guarantees issued after December 31, 2002, if any, and has adopted disclosure
requirements for the current reporting period.  The adoption of FIN 45 effective January 1, 2003, did not have a material impact on the Companys financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure (SFAS 148), an amendment of
SFAS No. 123 Accounting for Stock-Based Compensation (SFAS 123).  SFAS 148 amends SFAS 123 to provide alternative methods for a voluntary change to the fair value based method of accounting for stock-based employee
compensation.  In addition, the statement amends the disclosure requirements of SFAS 123 to require prominent disclosures for both annual and interim financial statements about the method of accounting for stock-based employee compensation and
the effect of the methods used on reported results. The interim transition and annual disclosure requirements of SFAS 148 are effective for the Companys fiscal year 2003. The Company does not expect SFAS 148 to have a material impact on its
consolidated results of operations or financial position.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46), an interpretation of Accounting Research Bulletin No. 51.  FIN 46 requires that a company consolidate variable interest entities if that company is subject to a majority of the risk of loss
from the entities activities or the company receives a majority of the entities residual returns.  FIN 46 also requires certain disclosure about variable interest entities in which the company has a significant interest, regardless
of whether consolidation is required.  The Company has no interests in variable interest entities and the adoption of FIN 46 on January 1, 2003, did not have a material impact on the Companys financial statements.

2.        Inventories.  Inventories consisted of the following (amounts in thousands):

|                           |  | March 31, 2003 |        | December 31, 2002 |  
|-------------------------- |  | -------------- | ------ | ----------------- | -
|                           |  |                |        |                   |  
|Raw materials              |  | $              | 5,209  |                   | $
|Work-in-process            |  |                | 4,650  |                   |  
|Finished goods             |  |                | 13,420 |                   |  
|                           |  |                |        |                   |  
|                           |  |                | 23,279 |                   |  
|Provision for obsolescence |  |                | (1,912 | )                 |  
|                           |  |                |        |                   |  
|                           |  | $              | 21,367 |                   | $
|                           |  |                |        |                   |  

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3.        Segment Data and Subsidiaries Guaranteeing Debt.  The Company presents segment information externally based on
how management uses financial data internally to make operating decisions and assess performance.  The company has two operating segments:  United States, or guarantor, and international or non-guarantor.  The non-guarantor
subsidiaries consist principally of Hudson RCI AB and subsidiaries (whose operations are principally international).  Under SFAS 131, Disclosures about Segments of an Enterprise and Related Information, the Companys operating
segments are the same as its reporting segments.

The Company is the 100% owner of certain subsidiaries that do not guarantee the
Companys senior subordinated notes and certain bank debt.  The following tables disclose required consolidating financial information for guarantor, including the Company, and non-guarantor subsidiaries (amounts in thousands):

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

|                                                                                       |  | March 31, 2003 |         
|-------------------------------------------------------------------------------------- |  | -------------- | --------
|                                                                                       |  |                |         
|                                                                                       |  | Guarantor      |         
|                                                                                       |  |                |         
|ASSETS                                                                                 |  |                |         
|CURRENT ASSETS:                                                                        |  |                |         
|Cash                                                                                   |  | $              | 2,930   
|Accounts receivable                                                                    |  |                | 16,787  
|Intercompany receivables, net                                                          |  |                |        
|Inventories                                                                            |  |                | 18,100  
|Other current assets                                                                   |  |                | 1,689   
|                                                                                       |  |                |         
|Total current assets                                                                   |  |                | 39,506  
|PROPERTY, PLANT AND EQUIPMENT, NET                                                     |  |                | 37,859  
|INTANGIBLE ASSETS, net                                                                 |  |                |        
|DEFERRED FINANCING COSTS, net                                                          |  |                | 7,424   
|INVESTMENT IN NON-GUARANTOR SUBSIDIARIES, at cost                                      |  |                | 28,636  
|OTHER ASSETS                                                                           |  |                | 1,066   
|                                                                                       |  |                |         
|Total other assets                                                                     |  |                | 37,126  
|                                                                                       |  |                |         
|                                                                                       |  | $              | 114,491 
|                                                                                       |  |                |         
|LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |  |                |         
|CURRENT LIABILITIES:                                                                   |  |                |         
|Notes payable to bank                                                                  |  | $              | 10,000  
|Accounts payable                                                                       |  |                | 8,237   
|Intercompany payables, net                                                             |  |                | 739     
|Accrued liabilities                                                                    |  |                | 21,581  
|                                                                                       |  |                |         
|Total current liabilities                                                              |  |                | 40,557  
|NOTES PAYABLE TO BANK, net of current portion                                          |  |                | 40,000  
|SENIOR SUBORDINATED NOTES PAYABLE                                                      |  |                | 115,000 
|NOTE PAYABLE TO AFFILIATES                                                             |  |                | 26,951  
|OTHER NON-CURRENT LIABLITIES                                                           |  |                | 268     
|                                                                                       |  |                |         
|Total liabilities                                                                      |  |                | 222,776 
|Mandatorily-redeemable preferred stock                                                 |  |                | 51,828  
|                                                                                       |  |                |         
|STOCKHOLDERS EQUITY (DEFICIT)                                                         |  |                | (160,113
|                                                                                       |  |                |         
|                                                                                       |  | $              | 114,491 
|                                                                                       |  |                |         

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

|                                                                                       |  | December 31, 2002 |         
|-------------------------------------------------------------------------------------- |  | ----------------- | --------
|                                                                                       |  |                   |         
|                                                                                       |  | Guarantor         |         
|                                                                                       |  |                   |         
|ASSETS                                                                                 |  |                   |         
|CURRENT ASSETS:                                                                        |  |                   |         
|Cash                                                                                   |  | $                 | 3,568   
|Accounts receivable                                                                    |  |                   | 17,207  
|Intercompany receivables, net                                                          |  |                   |        
|Inventories                                                                            |  |                   | 19,303  
|Other current assets                                                                   |  |                   | 1,162   
|                                                                                       |  |                   |         
|Total current assets                                                                   |  |                   | 41,240  
|PROPERTY, PLANT AND EQUIPMENT, NET                                                     |  |                   | 38,548  
|INTANGIBLE ASSETS, net                                                                 |  |                   |        
|DEFERRED FINANCING COSTS, net                                                          |  |                   | 7,888   
|INVESTMENT IN NON-GUARANTOR SUBSIDIARIES, at cost                                      |  |                   | 28,636  
|OTHER ASSETS                                                                           |  |                   | 1,064   
|                                                                                       |  |                   |         
|Total other assets                                                                     |  |                   | 37,588  
|                                                                                       |  |                   |         
|                                                                                       |  | $                 | 117,376 
|                                                                                       |  |                   |         
|LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |  |                   |         
|CURRENT LIABILITIES:                                                                   |  |                   |         
|Notes payable to bank                                                                  |  | $                 | 9,250   
|Accounts payable                                                                       |  |                   | 8,540   
|Intercompany payables, net                                                             |  |                   | 1,227   
|Accrued liabilities                                                                    |  |                   | 18,026  
|                                                                                       |  |                   |         
|Total current liabilities                                                              |  |                   | 37,043  
|NOTES PAYABLE TO BANK, net of current portion                                          |  |                   | 46,300  
|SENIOR SUBORDINATED NOTES PAYABLE                                                      |  |                   | 115,000 
|NOTE PAYABLE TO AFFILIATES                                                             |  |                   | 26,951  
|OTHER NON-CURRENT LIABLITIES                                                           |  |                   | 281     
|                                                                                       |  |                   |         
|Total liabilities                                                                      |  |                   | 225,575 
|Mandatorily-redeemable preferred stock                                                 |  |                   | 50,381  
|                                                                                       |  |                   |         
|STOCKHOLDERS EQUITY (DEFICIT)                                                         |  |                   | (158,580
|                                                                                       |  |                   |         
|                                                                                       |  | $                 | 117,376 
|                                                                                       |  |                   |         

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
OPERATIONS

|                                                  |  | Three Months Ended March 31, 2003 |       
|------------------------------------------------- |  | --------------------------------- | ------
|                                                  |  |                                   |       
|                                                  |  | Guarantor                         |       
|                                                  |  |                                   |       
|NET SALES                                         |  | $                                 | 40,320
|COST OF SALES                                     |  |                                   | 25,540
|                                                  |  |                                   |       
|Gross Profit                                      |  |                                   | 14,780
|OPERATING EXPENSES:                               |  |                                   |       
|Selling, distribution, general and administrative |  |                                   | 9,744 
|Research and development                          |  |                                   | 358   
|                                                  |  |                                   |       
|                                                  |  |                                   | 10,102
|                                                  |  |                                   |       
|Income from operations                            |  |                                   | 4,678 
|INTEREST EXPENSE AND OTHER, net:                  |  |                                   | 4,605 
|                                                  |  |                                   |       
|Income (loss) before provision for income taxes   |  |                                   | 73    
|PROVISION FOR INCOME TAXES                        |  |                                   | 165   
|                                                  |  |                                   |       
|Net (loss) income                                 |  | $                                 | (92   
|                                                  |  |                                   |       



|                                                  |  | Three Months Ended March 31, 2002 |       
|------------------------------------------------- |  | --------------------------------- | ------
|                                                  |  |                                   |       
|                                                  |  | Guarantor                         |       
|                                                  |  |                                   |       
|NET SALES                                         |  | $                                 | 38,170
|COST OF SALES                                     |  |                                   | 24,018
|                                                  |  |                                   |       
|Gross Profit                                      |  |                                   | 14,152
|OPERATING EXPENSES:                               |  |                                   |       
|Selling, distribution, general and administrative |  |                                   | 9,502 
|Research and development                          |  |                                   | 335   
|                                                  |  |                                   |       
|                                                  |  |                                   | 9,837 
|                                                  |  |                                   |       
|Income from operations                            |  |                                   | 4,315 
|INTEREST EXPENSE AND OTHER, net:                  |  |                                   | 4,534 
|                                                  |  |                                   |       
|(Loss) income before provision for income taxes   |  |                                   | (219  
|PROVISION FOR INCOME TAXES                        |  |                                   |      
|                                                  |  |                                   |       
|Net (loss) income                                 |  | $                                 | (219  
|                                                  |  |                                   |       

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HUDSON RESPIRATORY CARE INC. AND SUBSIDIARIES GUARANTOR AND NON-GUARANTOR SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

|                                          |  | Three Months Ended March 31, 2003 |       
|----------------------------------------- |  | --------------------------------- | ------
|                                          |  |                                   |       
|                                          |  | Guarantor                         |       
|                                          |  |                                   |       
|Net cash provided by operating activities |  | $                                 | 6,485 
|Net cash used in investing activities     |  |                                   | (1,566
|Net cash used in financing activities     |  |                                   | (5,563
|Effect of exchange rate changes on cash   |  |                                   | 6     
|                                          |  |                                   |       
|NET DECREASE IN CASH                      |  |                                   | (638  
|CASH, beginning of period                 |  |                                   | 3,568 
|                                          |  |                                   |       
|CASH, end of period                       |  | $                                 | 2,930 
|                                          |  |                                   |       



|                                          |  | Three Months Ended March 31, 2002 |       
|----------------------------------------- |  | --------------------------------- | ------
|                                          |  |                                   |       
|                                          |  | Guarantor                         |       
|                                          |  |                                   |       
|Net cash provided by operating activities |  | $                                 | 1,734 
|Net cash used in investing activities     |  |                                   | (1,814
|Net cash used in financing activities     |  |                                   | (548  
|Effect of exchange rate changes on cash   |  |                                   |      
|                                          |  |                                   |       
|NET DECREASE IN CASH                      |  |                                   | (628  
|CASH, beginning of period                 |  |                                   | 4,713 
|                                          |  |                                   |       
|CASH, end of period                       |  | $                                 | 4,085 
|                                          |  |                                   |       

The Companys percentage of
sales by geographic region for the three month period ended March 31, 2003 and March 31, 2002 is as follows:

|                                                           |  | Three Months Ended |               
|---------------------------------------------------------- |  | ------------------ | --------------
|                                                           |  |                    |               
|                                                           |  |                    | March 31, 2003
|                                                           |  |                    |               
|United States                                              |  |                    | 73.2          
|Europe                                                     |  |                    | 15.4          
|Pacific Rim (Japan, Southeast Asia, Australia/New Zealand) |  |                    | 7.3           
|Canada                                                     |  |                    | 1.2           
|Other international                                        |  |                    | 2.9           
|                                                           |  |                    |               
|                                                           |  |                    | 100.0         
|                                                           |  |                    |               

4.        Commitments and Contingencies. 
The Company is not a party to any material lawsuits or other proceedings. While the result of the Companys other existing lawsuits and proceedings cannot be predicted with certainty, management does not expect that the ultimate resolution of
these matters will have a material adverse effect on the financial position or results of operations of the Company.

Self
Insurance.  The Company self-insures the majority of its medical benefit programs.  Reserves for medical claim losses (including retiree benefits) totaling approximately $1,178,000 and $1,160,000 at March 31, 2003 and December 31,
2002, respectively, were established based upon estimated obligations and are included in accrued liabilities in the accompanying unaudited condensed consolidated balance sheets. The Company maintains excess coverage on an aggregate claim
basis.  Additionally, the Company is self-insured for workers compensation.  Reserves for workers compensation claim losses totaling approximately $556,168 and $353,000 at March 31, 2003 and December 31, 2002, respectively,
were

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established based upon estimated obligations and are included in accrued liabilities in the accompanying unauditted condensed consolidated balance sheets.

Accrued Severance Costs.  In 2001, the decision was made to close the Argyle manufacturing facility and relocate that facilitys operations
to Tecate, Mexico by April 2003.  As of December 31, 2002, 147 employees had been notified that their positions would be eliminated with an estimated severance cost of $2,160,360.  The following summarizes the activity of accrued severance
costs (amounts in thousands, except for employees):

|                                        |  | Employees Affected |     | Accrued Severance |  
|--------------------------------------- |  | ------------------ | --- | ----------------- | -
|                                        |  |                    |     |                   |  
|As of December 31, 2000                 |  |                    |    |                   | $
|Position eliminations announced         |  |                    | 83  |                   |  
|Positions eliminated and severance paid |  |                    |    |                   |  
|                                        |  |                    |     |                   |  
|Balance remaining at December 31, 2001  |  |                    | 83  |                   |  
|Position eliminations announced         |  |                    | 64  |                   |  
|Positions eliminated and severance paid |  |                    | (46 | )                 |  
|                                        |  |                    |     |                   |  
|Balance remaining at December 31, 2002  |  |                    | 101 |                   |  
|Position eliminations announced         |  |                    |    |                   |  
|Positions eliminated and severance paid |  |                    | (80 | )                 |  
|                                        |  |                    |     |                   |  
|Balance remaining at March 31, 2003     |  |                    | 21  |                   | $
|                                        |  |                    |     |                   |  

Guarantees.  During its
normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions.  These include, (i) intellectual property indemnities to the
Companys customers and licensees in connection with the use, sales and/or license of Company products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facilities or leases, (iii)
indemnities to vendors and service providors pertaining to claims based on the negligence or willful misconduct of the Company, (iv) indemnities involving the accuracy of representations and warranties in certain contracts and (v) indemnities to
directors and officers of the Company to the maximum extent permitted under the laws of the State of California.  In addition, the Company has made contractual commitments to several employees providing for payments upon the occurrence of
certain prescribed events.  The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments the Company could be obligated to make.  The Company has not recorded
any liability for these indemnities, commitments and other guarantees in the accompanying unaudited condensed consolidated balance sheets.

5.        Credit Facility.     Total borrowings as of March 31, 2003 were $5.0 million and $40.0 million under the Revolving Loan Facility and Acquisition
Facility, respectively, and $5.0 million under the Term Loan Facility.  As of March 31, 2003 $8.7 million was available for borrowing under the Revolving Loan Facility and none is available for borrowing under the Acquisition Facility.  No
additional borrowing is available under the Term Loan Facility.  As of March 31, 2003 the fair value of the Term Loan facility and Revolving Loan Facility approximated the face value.

At March 31, 2003, the Company was in compliance with all provisions of its debt securities.

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##### Table of Contents

ITEM 2.          
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Because River
Holding Corp. (Holding) is a holding company with no operations other than those of Hudson Respiratory Care Inc. (the Company or Hudson), the following discussion throughout this section relates primarily to the
Company.  The following discussion of Holding and the Companys consolidated historical results of operations and financial condition should be read in conjunction with the consolidated financial statements of Holding and the Company and
the notes thereto included elsewhere in this Form 10-Q.

Holdings acquisition of a majority of the Companys stock was
accounted for as a purchase.  As a result of Holdings acquisition of the Company, Holding recorded property, plant and equipment at fair value.  Additional depreciation expense related to the allocation of purchase price at fair
value to depreciable assets of  $556,000 and $565,000 was recorded in the first three months of 2003 and 2002 respectively.  The remaining value of the step-up in basis to fair value was approximately $5.3 million at March 31,
2003.

There are no other material differences between Holding consolidated and the Company.

Forward-Looking Statements

This Managements Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Such statements relating to future events and financial performance are forward-looking
statements involving risks and uncertainties that are detailed from time to time in the Companys Securities and Exchange Commission filings.

General

The Company manufactures and markets products for use in respiratory care and anesthesia.  The products for each market are similar and often overlap, as do the
distribution channels.  The Company groups its products into four clinical categories: (i) oxygen therapy; (ii) aerosol therapy; (iii) humidification; and (iv) airway management.  The following table provides examples of the products sold
in each category:

|Category          |  | Examples of Products                                                                                                                                                                                                                                                                                                                                                            
|----------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                 
|Oxygen Therapy    |  | Oxygen masks, cannulae, oxygen catheters, oxygen tubing, prefilled and refillable humidifiers, oxygen regulators, cylinder carts and bases, oxygen
analyzers/monitors, oxygen sensors, and adaptors and connectors                                                                                                                                                              
|Aerosol Therapy   |  | Aerosol masks, prefilled and refillable large volume nebulizers, aerosol tubing, unit dose solutions, small volume nebulizers, peak flow meters and 
spacers/changes                                                                                                                                                                                                            
|Humidification    |  | ConchaTherm heated humidifiers and accessories, Humid-Heat and accessories, AquaTherm and ThermaGard nebulizer heaters, Concha water, Concha Pak, Aqua+ and
Humid-Vent HMEs and filters for critical care, anesthesia and pulmonary function                                                                                                                                   
|Airway Management |  | Oral airways, SHERIDAN® endotracheal tubes, incentive breathing exercisers, disposable and reuseable resuscitation bags, hyperinflation bags, breathing bags, air cushion
masks, anesthesia circuits, heated-wire and conventional ventilator circuits, gas sampling lines and filters, catheter mounts and infant Continuous Positive Airway Pressure (CPAP) sets infant CPAP

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##### Table of Contents

Although the Companys sales efforts differ depending on the clinical use of its products, management focuses
on geographical segments for strategic decision making.

The Companys results of operations may fluctuate significantly from
quarter to quarter as a result of a number of factors, including, among others, the buying patterns of the Companys distributors, group purchasing organizations (GPOs) and other purchasers of the Companys products, forecasts
regarding the severity of the annual cold and flu season, announcements of new product introductions by the Company or its competitors, changes in the Companys pricing of its products and the prices offered by the Companys competitors,
rate of overhead absorption due to variability in production levels and variability in the number of shipping days in a given quarter.

Recent Developments

On February 28, 2003, the Company ceased operations at its Argyle facility.  The facility was vacated and turned over to its owner on March 26, 2003.  All
products produced in Argyle are now in the process of being manufactured in the Companys Tecate facility.

On April 9, 2003,
Holding filed a Current Report on Form 8-K under Item 5, which filed as exhibits the amendment of the Holding Preferred Stock to extend the time period in which the Registrant may pay dividends in kind on the Holding Preferred Stock by one
year.

Results of Operations

The following tables set forth, for the periods
indicated, certain income and expense items expressed in dollars and as a percentage of the Companys net sales.

|                                    |  | Three Months Ended     |       
|----------------------------------- |  | ---------------------- | ------
|                                    |  |                        |       
|                                    |  | March 31, 2003         |       
|                                    |  |                        |       
|                                    |  | (amounts in thousands) |       
|Net sales                           |  | $                      | 45,879
|Cost of sales                       |  |                        | 26,030
|                                    |  |                        |       
|Gross profit                        |  |                        | 19,849
|                                    |  |                        |       
|Selling expenses                    |  |                        | 5,166 
|Distribution expenses               |  |                        | 2,356 
|General and administrative expenses |  |                        | 5,235 
|Research and development expenses   |  |                        | 640   
|                                    |  |                        |       
|Total operating expenses            |  |                        | 13,397
|                                    |  |                        |       
|Operating income                    |  | $                      | 6,452 
|                                    |  |                        |       



|                                    |  | Three Months Ended |      
|----------------------------------- |  | ------------------ | -----
|                                    |  |                    |      
|                                    |  | March 31, 2003     |      
|                                    |  |                    |      
|Net sales                           |  |                    | 100.0
|Cost of sales                       |  |                    | 56.6 
|                                    |  |                    |      
|Gross profit                        |  |                    | 43.4 
|                                    |  |                    |      
|Selling expenses                    |  |                    | 11.3 
|Distribution expenses               |  |                    | 5.2  
|General and administrative expenses |  |                    | 11.3 
|Research and development expenses   |  |                    | 1.3  
|                                    |  |                    |      
|Total operating expenses            |  |                    | 29.1 
|                                    |  |                    |      
|Operating income                    |  |                    | 14.3 
|                                    |  |                    |      

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Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002

Net sales, on a consolidated basis, were $45.9 million in the first quarter of 2003 as compared to $43.3 million in the first quarter of 2002, representing an
increase of $2.6 million or 6.0%.  Sales into the domestic hospital market increased by $0.9 million or 3.6%, equally attributable to sales volume increases in Oxygen Therapy, Humidification and Airway Management product groups while
Aerosol Therapy product group sales were relatively unchanged.  Sales into the Pacific Rim increased by $1.0 million or 40.4%, primarily attributable to increased sales volume in Oxygen Therapy.  Sales into Europe increased by $.8 million
representing the impact of favorable changes in exchange rates resulting from a weakened U.S. dollar as compared to other countries currency in which the Company distributes its products (an increase to reported sales of $1.7 million) offset in part
by a decrease in  units shipped (a decrease of $.9 million).  Sales into other markets were relatively unchanged representing a decrease of $0.1 million from the prior year.

The Companys gross profit for the first quarter of 2003 was $19.9 million, an increase of $1.8 million or 9.9% from the first quarter of 2002.  As a
percentage of sales, the gross profit was 43.4% and 41.8% for the first quarter of 2003 and 2002, respectively.  The following contributed to the improvement in 2003 margin; (i) greater volume of higher margin products primarily in the Airway
Management product group in the domestic hospital market (0.7 margin points); (ii) greater volume of higher margin products equally in Oxygen Therapy, Humidification and Airway Management product groups in the Pacific Rim market (0.8 margin points);
(iii) favorable changes in the product mix from the elimination of low margin products sold in Europe (1.4 margin points); (iv) cost reduction programs implemented during the second half of 2002 and recognized during 2003 (0.9 margin points); and
(v) the favorable impact of the weakening value of the U.S. Dollar as compared to other countries currency in which the Company distributes its products (0.6 margin points). These increases in margin were partially offset by: (i) incremental costs
associated with the move of the Argyle, New York facility to Tecate, Mexico in 2003 (1.2 margin points); (ii) higher manufacturing costs in 2003 as a result of lower production levels than in the first quarter of 2002 due to decreased inventories
(0.9 margin points); and (iii) decreased sales volumes in Europe during the first quarter of 2003 (0.6 margin points).

Selling expenses
were $5.2 million for the first quarter of 2003 as compared to $5.0 million in the first quarter of 2002.  The increase was primarily due to unfavorable changes in exchange rates of  $0.3 million, offset by  spending decreases of $0.1
million.  As a percentage of net sales, selling expenses were 11.3% in the first quarter of 2003 as compared to 11.5% in the first quarter of 2002.

Distribution expenses were $2.4 million for the first quarter of 2003 as compared to $2.3 million in the first quarter of 2002.  The increase was primarily due
to unfavorable changes in exchange rates of $0.2 million, offset by spending decreases of $0.1 million. As a percentage of sales, distribution expense was 5.2% in the first quarter of 2003 and 5.3% in the first quarter of 2002.

General and administrative expenses were $5.2 million in the first quarter of 2003 as compared to $4.5 million in the first quarter of 2002, representing an
increase of $0.7 million or 15.6%.  This increase was primarily the result of an increase in compensation and fringe benefit expenses including an increase in professional staff offset in part by declines in consulting and third party expenses.
General and administrative expense also increased due to unfavorable changes in exchange rates of  $0.1 million. As a percentage of net sales, general and administrative expenses were 11.3% in the first quarter of 2003 as compared to 10.4% in
the first quarter of 2002.

Research and development expenses were $0.6 million for the first quarter of 2003 and 2002.  As a
percentage of net sales, research and development expenses were 1.3% and 1.4% in the first quarter of 2003 and 2002, respectively.

Interest expense and other was $5.3 million for the first quarter of 2003 as compared to $4.9 million in the first quarter of 2002.  The increase was
primarily due to higher levels of debt payable to affiliates, which also carry higher interest rates than bank debt, and amortization of warrants issued in connection with the debt restructuring in May 2002.

Income tax provision was $0.7 million for the first quarter of 2003 as compared to $0.4 million in the first quarter of 2002 and relate primarily to foreign income
taxes.

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##### Table of Contents

Liquidity and Capital Resources

The Companys
primary sources of liquidity are cash flow from operations and borrowings under its working capital bank facility.  Cash provided by operations totaled $7.0 million and $2.6 million for the first three months of 2003 and 2002,
respectively.  The increase for the first three months of 2003 as compared to the first three months of 2002 is primarily attributable to increased operating income, a decrease in accounts receivable and an increase in accrued liabilities. The
Company had an operating working capital of $3.0 million and $8.4 million as of the end of March 31, 2003 and December 31, 2002, respectively.  Inventories were $21.4 million and $22.6 million as of the end of March 31, 2003
and December 31, 2002, respectively.  Over time, the Company expects its level of inventories to increase, as the Companys sales increase.  Accounts receivable, net of allowances, were $24.0 million and $24.2 million at
March 31, 2003 and December 31, 2002, respectively.  The Company typically offers 30-day credit terms to its U.S. hospital distributors. Alternate site and international customers typically receive 60 to 90 day terms and, as a result, as
the Companys alternate site and international sales have increased, the amount and aging of its accounts receivable have increased.  The Company anticipates that the amount and aging of its accounts receivable will continue to increase as
the alternate site and international markets become a larger percentage of the Companys overall sales.

During the three months
ended March 31, 2003 and 2002, net cash used in investing activities was $1.7 million and $1.9 million respectively.  Cash was used primarily for the purchase of manufacturing equipment and new heater production.

During the three months ended March 31, 2003 and March 31, 2002, net cash used by financing was $6.2 million and $1.5 million, respectively,
reflecting repayment on the Companys borrowings in the first three months of 2003 and 2002, offset by borrowings made through Hudson RCI AB, the Companys Swedish subsidiary in 2003.

As of March 31, 2003, the Company had outstanding $218.3 million of indebtedness, consisting of $115.0 million of Senior Subordinated Notes, borrowings of $50.1
million under the Companys Credit Facility, $39.3 million in notes payable to affiliates and $13.9 million in outstanding borrowings under the bank facility of Hudson RCI AB, the Companys European subsidiary.

The Credit Facility currently consists of a $40.0 million Term Loan Facility (of which $5.0 million is currently outstanding) and a $55.0 million Revolving
Loan Facility of which up to $40.0 million (all of which has been borrowed and is outstanding) may be used for permitted acquisitions (Acquisition Facility) and up to $15.0 million (the Working Capital Portion) may be used
for general corporate purposes (other than acquisitions). The Working Capital Portion has a letter of credit sub-limit of $7.5 million. The Term Loan Facility and Acquisition Facility mature on June 30, 2003 and June 30, 2004, respectively and
require quarterly principal installments totaling $9.3 million in 2003 and $37.0 million in 2004.  The Revolving Loan Facility matures on June 30, 2004.  As of May 2, 2003, total usage of the Working Capital Portion was $10.3 million
(including letters of credit) and $4.7 million was available for borrowings.

Holding has issued 497,345 shares (including shares issued
as payment in kind dividends) of its 11 1⁄2% Senior Exchangeable PIK Preferred Stock due 2010 with an aggregate liquidation preference of $49.7 million.  At the election of Holding, dividends may be paid in kind April 15, 2004 and
thereafter must be paid in cash.  The Credit Facility currently prohibits the Company from paying cash dividends on this Preferred Stock.

The Company has issued 3,000 shares of 12% Junior Convertible Cumulative Preferred Stock (the Junior Preferred Stock) to Holding, for total cash
consideration to the Company of $3.0 million.  Each share of the Junior Preferred Stock may be redeemed, from time to time, in whole or in part, at the option of the Company at a redemption price of 100% of the Liquidation Preference of the
Junior Preferred Stock or $1,000 per share plus accumulated and unpaid dividends that would be payable on such shares of Junior Preferred Stock.

At March 31, 2003, the Company was in compliance with all provisions of its debt securities and preferred stock.

The following is a summary of the Companys consolidated contractual obligations as of March 31, 2003:

|                                            |  | Payments Due by Period |        
|------------------------------------------- |  | ---------------------- | -------
|                                            |  |                        |        
|(amounts in thousands)                      |  | Total                  |        
|                                            |  |                        |        
|Long-term debt                              |  | $                      | 218,263
|Mandatorily redeemable preferred securities |  |                        | 51,828 
|Leases and other commitments                |  |                        | 12,661 
|                                            |  |                        |        
|Total contractual obligations               |  | $                      | 282,752
|                                            |  |                        |        

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The Company believes that cash generated from anticipated improved operating performance, together with the net
available borrowing capacity under the Revolving Credit Facility  will provide sufficient liquidity to fund its operations and meet its obligations for the next twelve months.  If the Company does not generate sufficient cash flow from
operations in line with its current forecasts, the Company would have to initiate measures to raise cash through additional debt or equity issuances, additional asset sales and/or curtail operations.  The Company currently has no commitments
for additional debt or equity financing and no assurance can be given as to whether or, on what terms, additional debt or equity investments could be obtained, if required.  Failure to achieve expected cash flows or, if necessary, to obtain
additional debt or equity investment would have a material adverse effect on the Company.

For additional information regarding the
Companys debt securities and preferred stock, reference is made to Item 7 of the Companys Annual Report on Form 10-K, for the year ended December 31, 2002.

As Holding is a holding company, its primary source of liquidity is dividends or other distributions from the Company.  Holdings only asset is its
investment in Hudson Respiratory Care, Inc.  The ability of the Company to pay cash dividends or make distributions to Holding when required, is restricted or prohibited under the terms of the debt instruments, including the Credit
Facility.  Since the Credit Agreement currently prohibits the Company from paying cash dividends to Holding, Holding may not be able to pay cash dividends to the holders of Holding Preferred Stock commencing in April 2004.  In the event
Holding is unable to pay cash dividends to the holders of Holding Preferred Stock for two consecutive periods, the sole remedy of the holders is the ability to elect two members to Holdings Board of Directors.

ITEM 3.          
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

There have been no material changes in
Holdings market risk exposure from that reported in Holdings 10-K for the fiscal year ended December 31, 2002.

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ITEM 4.          
CONTROLS AND PROCEDURES

For the fiscal year ended December 31, 2000, Holding experienced significant
disruptions from the implementation of a new enterprise resource planning software platform, which resulted in the 2000 financial statements being issued with an unqualified opinion. Holding implemented various corrective actions described in an 8-K
filed with the SEC on February 1, 2002 to address these issues. During the quarter Holding completed its implementation of these corrective actions.

Within 90 days prior to the date of this report, Holding has completed an evaluation, under the supervision and with the participation of Holdings management,
including Holdings Chief Executive Officer and Chief Financial Officer, of the effectiveness of Holdings disclosure controls and procedures.  Based this evaluation, Holdings Chief Executive Officer and Chief Financial Officer
concluded that Holdings disclosure controls and procedures were effective with respect to timely communicating to them all material information required to be disclosed in this report as it related to Holding and its subsidiaries.

There have been no significant changes in Holdings internal controls or in other factors that could significantly affect the internal controls
subsequent to the date Holding completed this evaluation.

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PART II. 
OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ITEM 2. | CHANGES IN SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | On April 9, 2003, Holding filed a Certificate of Amendment of the Certificate of Designation of the 111⁄2% Senior
Exchangeable PIK Preferred Stock of Holding, which amended the terms of the Holding Preferred Stock to extend the period during which Holding may pay dividends in kind on the Holding Preferred Stock to and including April 15, 2004 and increasing the
authorized shares of Holding Preferred Stock to 800,000.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | A majority of the stockholders of each class of capital stock of Holding voted by written consent of the
stockholders on April 8, 2003 to amend the Certificate of Designation of the Holding Preferred Stock as further discussed in Item 2 above.                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ITEM 5. | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | (a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | (b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | On April 9, 2003, Holding filed a Current Report on Form 8-K under Item 5, discussing the
amendment of the Holding Preferred Stock that extended the time period during which Holding may pay dividends in kind on the Holding Preferred Stock to and including April 15, 2004.                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                   

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SIGNATURE

Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|             | RIVER HOLDING CORP.,  
|------------ | ----------------------
|             | a Delaware corporation
|             |                       
|             |                       
|May 13, 2003 | by:                   
|             |                       
|             |                       

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CERTIFICATIONS

I, Charles French, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of River Holding Corp.;

2.          Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.          Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.          The registrants other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.          designed such disclosure
controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is
being prepared;

b.          evaluated the
effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c.          presented in this
quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrants other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

a.          all significant
deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and

b.          any fraud, whether or not
material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.          The registrants other certifying officers and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date: | May 13, 2003 | /s/ CHARLES FRENCH                                  
|----- | ------------ | ----------------------------------------------------
|      |              |                                                     
|      |              | Charles French Chief Executive Officer and President

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CERTIFICATIONS

I, Patrick Yount, certify
that:

1.          I have reviewed this quarterly report on Form 10-Q of River Holding
Corp.;

2.          Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly
report;

3.          Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.          The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

c.          designed such disclosure
controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is
being prepared;

d.          evaluated the
effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

e.          presented in this
quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrants other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

a.          all significant
deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and

b.          any fraud, whether or not
material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.          The registrants other certifying officers and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date: | May 13, 2003 | /s/ PATRICK YOUNT                                  
|----- | ------------ | ---------------------------------------------------
|      |              |                                                    
|      |              | Patrick Yount Chief Financial Officer and Secretary
|      |              |                                                    

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