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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



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FORM 10-Q/A
(Amendment No. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934

|                                |  |                            
|------------------------------- |  | ---------------------------
|For Quarter Ended June 28, 2003 |  | Commission File No. 0-12640

KAYDON CORPORATION
(Exact name of registrant as specified in its charter)

|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 13-3186040         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|Suite 300, 315 E. Eisenhower Parkway,    |  |           
|Ann Arbor, Michigan                      |  | 48108     
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: (734) 747-7025

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 [X] NO [ ]

Indicate by check mark whether the registrant is an accelerated filer: YES [X]
NO [ ]

Common Stock Outstanding at August 1, 2003  28,042,759 shares, $.10 par
value.





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|                                                   |  |  |  |  |  |  |  | 
|-------------------------------------------------- |  |  |  |  |  |  |  | 
|SIGNATURES                                        
|Indenture dated 5/23/03 bet the Company & SunTrust
|Section 302 Certification                         
|Section 906 Certification                         



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Explanatory Note:

Kaydon Corporation and subsidiaries (the Company) are filing this amendment
to its Quarterly Report on Form 10-Q for the quarter ended June 28, 2003, as
filed with the Securities and Exchange Commission on August 8, 2003, in order
to file Exhibit C to the Indenture dated as of May 23, 2003, between the
Company and SunTrust Bank, as Trustee, relating to the Companys 4.0%
Contingent Convertible Senior Subordinated Notes due 2023 (the Notes), which
was filed as Exhibit 4.1 to such Quarterly Report on
Form 10-Q. Exhibit C, the Projected Payment
Schedule was inadvertently omitted from Exhibit 4.1.

Item 6. Exhibits and Reports on Form 8-K

|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1             |  | Indenture dated as of May 23, 2003, between the Company and
SunTrust Bank, as Trustee                                                                                                                                                                                                                                                                                                                                                        
|4.2             |  | Registration Rights Agreement dated as of May 23, 2003, among
the Company, Deutsche Bank Securities Inc., Banc One Capital
Markets, Inc. and SunTrust Capital Markets, Inc. (previously filed
as Exhibit 4.2 to Registrants Quarterly Report on Form 10-Q filed
August 8, 2003, and incorporated herein by reference)                                                                                                                       
|10.1            |  | Purchase Agreement dated May 20, 2003, among the Company,
Deutsche Bank Securities Inc., Banc One Capital Markets, Inc. and
SunTrust Capital Markets, Inc. (previously filed as Exhibit 10.1 to
Registrants Quarterly Report on Form 10-Q filed August 8, 2003, and
incorporated herein by reference)                                                                                                                                       
|10.2            |  | Credit Agreement dated as of July 28, 2003, among the
Company, the subsidiary borrowers from time to time parties thereto,
the alternate currency borrowers from time to time parties thereto,
the institutions from time to time parties thereto as Lenders, and
Bank One, NA as administrative agent (previously filed as Exhibit 10
to the Companys Current Report on Form 8-K filed July 29, 2003, and
incorporated herein by reference)
|10.3            |  | Kaydon Corporation 2003 Non-Employee Directors Equity Plan
(previously filed as Exhibit 99.2 to the Companys Registration
Statement on Form S-8 filed May 9, 2003, and incorporated herein by
reference)                                                                                                                                                                                                                                    
|31              |  | Certification Pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                        
|32              |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                       





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(b) Reports on Form 8-K

The Company filed a current report on Form 8-K pursuant to Items 7 and 9, dated
March 31, 2003, reporting that the Company issued a press release summarizing
the remarks of President and Chief Executive Officer Brian P. Campbell which
were made at the Deutsche Bank Basic Industries conference held in New York
City on that date.

The Company filed a current report on Form 8-K pursuant to Items 7 and 9, dated
April 29, 2003, reporting that the Company issued a press release reporting
increased first quarter 2003 results and announcing a conference call.

The Company filed a current report on Form 8-K pursuant to Item 5, dated May
27, 2003, reporting the sale of $170 million 4.0% Contingent Convertible Senior
Subordinated Notes due 2023.

The Company filed a current report on Form 8-K pursuant to Item 5, dated June
2, 2003, reporting the sale of an additional $30 million 4.0% Contingent
Convertible Senior Subordinated Notes due 2023.





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SIGNATURES

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

KAYDON CORPORATION

|                  |  |                                 
|----------------- |  | --------------------------------
|September 4, 2003 |  | /s/Brian P. Campbell            
|                  |  | Brian P. Campbell               
|                  |  | Chairman, President, Chief      
|                  |  | Executive Officer and Chief     
|                  |  | Financial Officer               
|                  |  | (Principal Executive Officer and
|                  |  | Principal Financial Officer)    





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EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1         |  | Indenture dated as of May 23, 2003, between the Company and
SunTrust Bank, as Trustee                                                                                                                                                                                                                                                                                                                                                        
|4.2         |  | Registration Rights Agreement dated as of May 23, 2003, among
the Company, Deutsche Bank Securities Inc., Banc One Capital
Markets, Inc. and SunTrust Capital Markets, Inc. (previously filed
as Exhibit 4.2 to Registrants Quarterly Report on Form 10-Q filed
August 8, 2003, and incorporated herein by reference)                                                                                                                       
|10.1        |  | Purchase Agreement dated May 20, 2003, among the Company,
Deutsche Bank Securities Inc., Banc One Capital Markets, Inc. and
SunTrust Capital Markets, Inc. (previously filed as Exhibit 10.1 to
Registrants Quarterly Report on Form 10-Q filed August 8, 2003, and
incorporated herein by reference)                                                                                                                                       
|10.2        |  | Credit Agreement dated as of July 28, 2003, among the
Company, the subsidiary borrowers from time to time parties thereto,
the alternate currency borrowers from time to time parties thereto,
the institutions from time to time parties thereto as Lenders, and
Bank One, NA as administrative agent (previously filed as Exhibit 10
to the Companys Current Report on Form 8-K filed July 29, 2003, and
incorporated herein by reference)
|10.3        |  | Kaydon Corporation 2003 Non-Employee Directors Equity Plan
(previously filed as Exhibit 99.2 to the Companys Registration
Statement on Form S-8 filed May 9, 2003, and incorporated herein by
reference)                                                                                                                                                                                                                                    
|31          |  | Certification Pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                        
|32          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002