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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC
            20549

FORM 10-Q

[X]
                   
                   QUARTERLY REPORT PURSUANT TO SECTION 13
                        OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period
                        ended June 30, 2003OR[ ]
                   
                   TRANSITION REPORT PURSUANT TO SECTION 13
                        OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from
            
            to

Jarden Corporation

Delaware
                   
                   0-21052
                   
                   35-1828377State of Incorporation
                   
                   Commission File Number
                   
                   IRS Identification Number


555 Theodore Fremd Avenue Rye, New York 10580

Registrant's telephone number, including area code: (914) 967-9400

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 (as
            defined in Rule 12b-2 of the Exchange Act). Yes
            [X] No
            [ ]

Indicate the number of shares outstanding of each of the issuer's classes
            of common stock, as of the latest practicable date.

Class
                   
                   Outstanding at August 1,
                        2003Common Stock,par value $.01 per share
                   
                   14,566,001 shares


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JARDEN
            CORPORATION Quarterly Report on Form 10-Q For the three and six month
            periods ended June 30, 2003

INDEX

Page NumberPART I.    FINANCIAL
                        INFORMATION:Item 1.
                   
                   Financial Statements (Unaudited)Condensed Consolidated Statements of
                        Income for the three and six month periods ended June 30, 2003 and June 30,
                        2002
                   
                   
                   2Condensed Consolidated Statements of
                        Comprehensive Income for the three and six month periods ended June 30, 2003
                        and June 30, 2002
                   
                   
                   3Condensed Consolidated Balance Sheets
                        at June 30, 2003 and December 31, 2002
                   
                   
                   4Condensed Consolidated Statements of
                        Cash Flows for the six month periods ended June 30, 2003 and June 30, 2002
                   
                   
                   5Notes to Condensed Consolidated
                        Financial Statements
                   
                   
                   6Item 2.
                   
                   Management's Discussion and Analysis
                        of Financial Condition and Results of Operations
                   
                   
                   13Item 3.
                   
                   Quantitative and Qualitative
                        Disclosures About Market Risk
                   
                   
                   19Item 4.
                   
                   Controls and Procedures
                   
                   
                   20PART II.    OTHER
                        INFORMATION:Item 4.
                   
                   Submission of Matters to a Vote of
                        Security Holders
                   
                   
                   21Item 6.
                   
                   Exhibits and Reports on Form 8-K

                   
                   
                   21Signature
                   
                   
                   23Certifications


1

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            (Unaudited) (in thousands, except per share amounts)

Three month period ended
                   
                   Six month period endedJune 30,2003
                   
                   June 30,2002
                   
                   June 30,2003
                   
                   June 30,2002Net sales
                   
                   $
                   130,718
                   
                   
                   $
                   104,793
                   
                   
                   $
                   228,114
                   
                   
                   $
                   152,177Costs and expenses:Cost of sales
                   
                   
                   81,238
                   
                   
                   
                   62,661
                   
                   
                   
                   140,264
                   
                   
                   
                   97,520Selling, general and administrative
                        expenses
                   
                   
                   28,846
                   
                   
                   
                   24,416
                   
                   
                   
                   56,306
                   
                   
                   
                   32,808Operating earnings
                   
                   
                   20,634
                   
                   
                   
                   17,716
                   
                   
                   
                   31,544
                   
                   
                   
                   21,849Interest expense, net
                   
                   
                   4,267
                   
                   
                   
                   3,753
                   
                   
                   
                   8,219
                   
                   
                   
                   4,985Income before taxes
                   
                   
                   16,367
                   
                   
                   
                   13,963
                   
                   
                   
                   23,325
                   
                   
                   
                   16,864Provision for income taxes
                   
                   
                   6,416
                   
                   
                   
                   5,875
                   
                   
                   
                   9,144
                   
                   
                   
                   1,584Net income
                   
                   $
                   9,951
                   
                   
                   $
                   8,088
                   
                   
                   $
                   14,181
                   
                   
                   $
                   15,280Basic earnings per share
                   
                   $
                   0.70
                   
                   
                   $
                   0.58
                   
                   
                   $
                   1.00
                   
                   
                   $
                   1.11Diluted earnings per share
                   
                   $
                   0.68
                   
                   
                   $
                   0.56
                   
                   
                   $
                   0.96
                   
                   
                   $
                   1.09Weighted average shares
                        outstanding:Basic
                   
                   
                   14,226
                   
                   
                   
                   14,011
                   
                   
                   
                   14,242
                   
                   
                   
                   13,723Diluted
                   
                   
                   14,712
                   
                   
                   
                   14,337
                   
                   
                   
                   14,727
                   
                   
                   
                   14,058


See accompanying notes to condensed consolidated financial statements.

2

JARDEN CORPORATIONCONDENSED CONSOLIDATED STATEMENTS
            OFCOMPREHENSIVE INCOME(Unaudited)(in thousands)

Three month period ended
                   
                   Six month period endedJune 30,2003
                   
                   June 30,2002
                   
                   June 30,2003
                   
                   June 30,2002Net income
                   
                   $
                   9,951
                   
                   
                   $
                   8,088
                   
                   
                   $
                   14,181
                   
                   
                   $
                   15,280Foreign currency translation
                   
                   
                   1,950
                   
                   
                   
                   1,139
                   
                   
                   
                   3,328
                   
                   
                   
                   1,124Unrealized loss on interest rate
                        swap
                   
                   
                   (138
                   )
                   
                   
                   —
                   
                   
                   
                   (138
                   )
                   
                   
                   —Maturity of interest rate swaps
                   
                   
                   —
                   
                   
                   
                   —
                   
                   
                   
                   —
                   
                   
                   
                   524Comprehensive income
                   
                   $
                   11,763
                   
                   
                   $
                   9,227
                   
                   
                   $
                   17,371
                   
                   
                   $
                   16,928


See accompanying notes to condensed consolidated financial statements.

3

JARDEN CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(in
            thousands, except per share amounts)

June 30,2003
                   
                   December 31,2002(Unaudited)
                   
                   (Note 1)ASSETSCurrent assets:Cash and cash equivalents
                   
                   $
                   4,704
                   
                   
                   $
                   56,779Accounts receivable, net
                   
                   
                   56,136
                   
                   
                   
                   40,470Inventories, net
                   
                   
                   82,666
                   
                   
                   
                   59,463Other current assets
                   
                   
                   17,064
                   
                   
                   
                   16,018Total current assets
                   
                   
                   160,570
                   
                   
                   
                   172,730Non-current assets:Property, plant and equipment, at
                        cost
                   
                   
                   173,713
                   
                   
                   
                   141,528Accumulated depreciation
                   
                   
                   (102,360
                   )
                   
                   
                   (96,291
                   )71,353
                   
                   
                   
                   45,237Goodwill
                   
                   
                   119,444
                   
                   
                   
                   75,750Other intangible assets, net
                   
                   
                   73,518
                   
                   
                   
                   58,310Other assets
                   
                   
                   15,861
                   
                   
                   
                   14,738Total assets
                   
                   $
                   440,746
                   
                   
                   $
                   366,765LIABILITIES AND STOCKHOLDERS'
                        EQUITYCurrent liabilities:Short-term debt and current portion of
                        long-term debt
                   
                   $
                   20,673
                   
                   
                   $
                   16,117Accounts payable
                   
                   
                   26,119
                   
                   
                   
                   18,466Accrued salaries, wages and employee
                        benefits
                   
                   
                   10,774
                   
                   
                   
                   13,559Other current liabilities
                   
                   
                   31,522
                   
                   
                   
                   23,031Total current liabilities
                   
                   
                   89,088
                   
                   
                   
                   71,173Non-current liabilities:Long-term debt
                   
                   
                   233,613
                   
                   
                   
                   200,838Other non-current liabilities
                   
                   
                   21,661
                   
                   
                   
                   17,990Total non-current liabilities
                   
                   
                   255,274
                   
                   
                   
                   218,828Commitments and contingencies
                   
                   
                   —
                   
                   
                   
                   —Stockholders' equity:Common stock ($.01 par value, 15,926
                        and 15,926 shares issued and 14,553 and 14,371 shares outstanding at June 30,
                        2003 and December 31, 2002, respectively)
                   
                   
                   159
                   
                   
                   
                   159Additional paid-in capital
                   
                   
                   32,546
                   
                   
                   
                   34,076Retained earnings
                   
                   
                   83,214
                   
                   
                   
                   69,033Notes receivable for stock
                        purchases
                   
                   
                   —
                   
                   
                   
                   (5,109
                   )Other stockholders' equity
                   
                   
                   (19,535
                   )
                   
                   
                   (21,395
                   )Total stockholders' equity
                   
                   
                   96,384
                   
                   
                   
                   76,764Total liabilities and stockholders'
                        equity
                   
                   $
                   440,746
                   
                   
                   $
                   366,765


See accompanying notes to condensed consolidated financial statements.

4

JARDEN CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH
            FLOWS(Unaudited)(in thousands)

Six month period endedJune 30,2003
                   
                   June 30,2002Net cash provided by operations
                        (including tax refunds of $409 and $38,458 in 2003 and 2002, respectively)

                   
                   $
                   15,193
                   
                   
                   $
                   47,153Financing activities:Proceeds from revolving credit
                        borrowings.
                   
                   
                   78,000
                   
                   
                   
                   25,200Payments on revolving credit
                        borrowings
                   
                   
                   (71,700
                   )
                   
                   
                   (34,600
                   )Proceeds from issuance of long-term
                        debt
                   
                   
                   10,000
                   
                   
                   
                   50,000Payments on long-term debt
                   
                   
                   (3,027
                   )
                   
                   
                   (75,475
                   )Proceeds from bond issuance
                   
                   
                   31,950
                   
                   
                   
                   147,654Payments on seller notes
                   
                   
                   (10,000
                   )
                   
                   
                   —Debt issue and amendment costs
                   
                   
                   (1,423
                   )
                   
                   
                   (7,499
                   )Other
                   
                   
                   3,520
                   
                   
                   
                   3,544Net cash provided by financing
                        activities
                   
                   
                   37,320
                   
                   
                   
                   108,824Investing activities:Additions to property, plant and
                        equipment
                   
                   
                   (4,569
                   )
                   
                   
                   (3,070
                   )Acquisition of businesses, net of cash
                        acquired
                   
                   
                   (100,019
                   )
                   
                   
                   (120,665
                   )Net cash used in investing
                        activities
                   
                   
                   (104,588
                   )
                   
                   
                   (123,735
                   )(Decrease) increase in cash and cash
                        equivalents
                   
                   
                   (52,075
                   )
                   
                   
                   32,242Cash and cash equivalents at beginning
                        of period
                   
                   
                   56,779
                   
                   
                   
                   6,376Cash and cash equivalents at end of
                        period
                   
                   $
                   4,704
                   
                   
                   $
                   38,618


See accompanying notes to condensed consolidated financial statements.

5

JARDEN CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS(Unaudited)

|   |                                         
|-- | ----------------------------------------
|1. | Basis
                   of Presentation

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   accompanying unaudited condensed consolidated financial statements have been
                   prepared in accordance with generally accepted accounting principles in the
                   United States for interim financial information and with the instructions to
                   Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
                   all of the information and footnotes required by generally accepted accounting
                   principles in the United States for complete financial statements. In the
                   opinion of management, all adjustments considered necessary for a fair
                   presentation have been included. Results of operations for the periods shown
                   are not necessarily indicative of results for the year, particularly in view of
                   the varying seasonality of certain of our product line sales.

| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   balance sheet at December 31, 2002 has been derived from the audited financial
                   statements at that date but does not include all of the information and
                   footnotes required by generally accepted accounting principles in the United
                   States for complete financial statements.

| |                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For
                   further information, refer to the consolidated financial statements and
                   footnotes thereto included in Jarden Corporation's (the "Company") annual
                   report on Form 10-K for the year ended December 31, 2002.

| |                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Certain
                   reclassifications have been made in the Company's financial statements of prior
                   years to conform to the current year presentation. These reclassifications have
                   no impact on previously reported net income.

|   |                                 
|-- | --------------------------------
|2. | Stock
                   Options

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   Company accounts for the issuance of stock options using the intrinsic value
                   method in accordance with Accounting Principles Board ("APB") No. 25,
                   Accounting for Stock Issued to Employees, and related interpretations.
                   Generally for the Company's stock option plans, no compensation cost is
                   recognized in the Consolidated Statements of Income because the exercise price
                   of the Company's stock options equals the market price of the underlying stock
                   on the date of grant.

| |                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Had
                   compensation cost for the Company's stock option plans been determined based on
                   the fair value at the grant dates for awards under those plans, the Company's
                   net income and earnings per share would have been reduced to the pro forma
                   amounts indicated (in thousands of dollars, except per share data):

Three month period ended
                   
                   Six month period endedJune 30, 2003
                   
                   June 30, 2002
                   
                   June 30, 2003
                   
                   June 30, 2002Net income, as reported
                   
                   $
                   9,951
                   
                   
                   $
                   8,088
                   
                   
                   $
                   14,181
                   
                   
                   $
                   15,280Deduct: Total stock-based employee
                        compensation expense determined under fair value based method for all awards,
                        net of related tax effects
                   
                   
                   (470
                   )
                   
                   
                   (179
                   )
                   
                   
                   (894
                   )
                   
                   
                   (254
                   )Pro forma net income
                   
                   $
                   9,481
                   
                   
                   $
                   7,909
                   
                   
                   $
                   13,287
                   
                   
                   $
                   15,026Basic earnings per share:As reported
                   
                   $
                   0.70
                   
                   
                   $
                   0.58
                   
                   
                   $
                   1.00
                   
                   
                   $
                   1.11Pro forma
                   
                   $
                   0.67
                   
                   
                   $
                   0.56
                   
                   
                   $
                   0.93
                   
                   
                   $
                   1.09Diluted earnings per share:As reported
                   
                   $
                   0.68
                   
                   
                   $
                   0.56
                   
                   
                   $
                   0.96
                   
                   
                   $
                   1.09Pro forma
                   
                   $
                   0.64
                   
                   
                   $
                   0.55
                   
                   
                   $
                   0.90
                   
                   
                   $
                   1.07


6

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   fair value of each option granted is estimated on the date of grant using the
                   Black-Scholes option-pricing model with the following weighted-average
                   assumptions used for grants in 2003 and 2002: no dividend yield in both years,
                   expected volatility of 30 percent and 44 percent, respectively, risk-free
                   interest rate of 1.7 and 2.0 percent, respectively, and expected life of 5.8
                   and 7.5 years, respectively. There were 42,000 stock options granted in the
                   first six months of 2003.

|   |            
|-- | -----------
|3. | Inventories

| |                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------
| | Inventories
                   at June 30, 2003 and December 31, 2002 were comprised of the following (in
                   thousands):

June 30,2003
                   
                   December 31, 2002Raw materials and supplies
                   
                   $
                   9,377
                   
                   
                   $
                   6,562Work in process
                   
                   
                   6,172
                   
                   
                   
                   7,300Finished goods
                   
                   
                   67,117
                   
                   
                   
                   45,601Total inventories
                   
                   $
                   82,666
                   
                   
                   $
                   59,463


|   |             
|-- | ------------
|4. | Acquisitions

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On
                   February 7, 2003, the Company completed its acquisition of the business of
                   Diamond Brands, Incorporated and its subsidiaries ("Diamond Brands"), a
                   manufacturer and distributor of niche household products, including kitchen
                   matches, toothpicks and retail plastic cutlery under the
                   Diamond® and Forster® trademarks, pursuant to an
                   asset purchase agreement ("Diamond Acquisition"). The Diamond Acquisition was
                   entered into as part of the Company's plan to pursue growth in niche branded
                   consumer products used in and around the home. The purchase price of this
                   transaction was approximately $92 million, including transaction expenses and a
                   deferred payment in the amount of $5.8 million paid in cash on August 7,
                   2003.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
                   connection with this acquisition, the Company amended its credit agreement,
                   increasing its term loan facility by $10 million and its revolving loan
                   facility by $20 million (see Note 5). The Company used cash on hand and draw
                   downs under its debt facilities to finance the transaction. As of June 30,
                   2003, the $5.8 million deferred payment discussed above was accrued and
                   included in other current liabilities in the Consolidated Balance Sheet. The
                   acquired plastic manufacturing operation is included in the plastic consumables
                   segment in 2003 and the acquired wood manufacturing operation and branded
                   product distribution business is included in the branded consumables segment in
                   2003 (see Note 11).

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
                   connection with the Diamond Acquisition, the Company preliminarily allocated
                   $39.5 million to goodwill and $13.8 million to trademarks. The Company has
                   obtained a third party valuation for the intangible assets and is currently in
                   the process of obtaining a third party valuation for certain fixed assets that
                   were acquired. In addition, certain working capital allocations are preliminary
                   and will be finalized by the Company within one year of the date of
                   acquisition. The intangible assets recorded are fully deductible for income tax
                   purposes but are not subject to book amortization.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On
                   April 24, 2002, the Company completed its acquisition of the business of Tilia
                   International, Inc. and its subsidiaries (collectively "Tilia"), pursuant to an
                   asset purchase agreement (the "Tilia Acquisition"). Pursuant to the Tilia
                   Acquisition, the Company acquired Tilia for approximately $145 million in cash
                   and $15 million in seller debt financing. In addition, the Tilia Acquisition
                   includes an earn-out provision with a potential payment in cash or Company
                   common stock, at the Company's sole discretion, of up to $25 million payable in
                   2005, provided that certain earnings performance targets are met. If these
                   earnings performance targets are met, the Company will capitalize the cost of
                   the earn-out provision.

| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   results of Diamond Brands and Tilia have been included in the Company's results
                   from February 1, 2003 and April 1, 2002, respectively.

| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   following unaudited pro forma financial information gives pro forma effect to
                   the Diamond Acquisition and the Tilia Acquisition with the related financings
                   as if they had been consummated

7

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | as of the beginning of each period presented. The pro forma net income for the
                   six month period ended June 30, 2003, includes $1.5 million of reorganization
                   expenses incurred by Diamond Brands prior to February 7, 2003. The pro forma
                   net income amounts for the three and six month periods ended June 30, 2002,
                   include the net $4.9 million income tax valuation allowance released in these
                   periods (see Note 6) (in thousands of dollars, except per share data):

Three month period ended
                   
                   Six month period endedJune 30, 2003As reported
                   
                   June 30, 2002Pro Forma
                   
                   June 30, 2003 Pro Forma
                   
                   June 30, 2002Pro FormaNet sales
                   
                   $
                   130,718
                   
                   
                   $
                   134,000
                   
                   
                   $
                   234,928
                   
                   
                   $
                   241,414Net income
                   
                   
                   9,951
                   
                   
                   
                   10,923
                   
                   
                   
                   13,830
                   
                   
                   
                   21,249Diluted earnings per share
                   
                   
                   0.68
                   
                   
                   
                   0.76
                   
                   
                   
                   0.94
                   
                   
                   
                   1.51


| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
                   the second quarter of 2003, the Company completed its acquisition of O.W.D.,
                   Incorporated and Tupper Lake Plastics, Incorporated (collectively "OWD"). The
                   addition of OWD's line of Lady Dianne® plastic cutlery, straws
                   and plates adds to the Company's array of niche branded consumable products
                   used in and around the home. The acquired branded product distribution
                   operation is included in the branded consumables segment from April 1, 2003.
                   The acquired plastic manufacturing operation is included in the plastic
                   consumables segment from April 1, 2003. The results of OWD did not have a
                   material effect on the Company's second quarter results.

|   |     
|-- | ----
|5. | Debt

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On
                   May 8, 2003, pursuant to an indenture dated January 29, 2003, as supplemented
                   by a first supplemental indenture dated May 8, 2003, the Company issued $30
                   million of 93⁄4% senior subordinated notes due 2012 ("New Notes") under
                   its shelf registration statement. The net proceeds of the offering were
                   primarily used to reduce the outstanding revolver balances under the Company's
                   senior credit facility. The New Notes were issued at a price of 106.5% of face
                   value such that the Company received approximately $32.0 million in net
                   proceeds.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   New Notes will mature on May 1, 2012, however, on or after May 1, 2007, the
                   Company may redeem all or part of the New Notes at any time at a redemption
                   price ranging from 100% to 104.875% of the principal amount, plus accrued and
                   unpaid interest and liquidated damages, if any. Prior to May 1, 2005, the
                   Company may redeem up to 35% of the aggregate principal amount of the New Notes
                   with the net cash proceeds from certain public equity offerings at a redemption
                   price of 109.75% of the principal amount, plus accrued and unpaid interest and
                   liquidated damages, if any. Interest on the New Notes accrues at the rate of
                   9.75% per annum and is payable semi-annually in arrears on May 1 and November
                   1, commencing on November 1, 2003.

| |                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   Company repaid seller debt financing, incurred in connection with the Tilia
                   Acquisition, in the principal amount of $10 million on March 31, 2003.

| |                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Pursuant
                   to the Diamond Acquisition, in February 2003, the Company amended its senior
                   secured credit facility ("Credit Agreement") increasing its term loan facility
                   by $10 million and its revolving loan facility by $20 million.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As
                   of June 30, 2003, the Company had $54.4 million outstanding under the term loan
                   facility and $6.3 million outstanding under the revolving credit facility of
                   the Credit Agreement. Net availability under the revolving credit agreement was
                   approximately $50.9 million as of June 30, 2003, after deducting approximately
                   $12.8 million of issued letters of credit. The Company is required to pay
                   commitment fees on the unused balance of the revolving credit facility.

| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As
                   of June 30, 2003, the Company's long-term debt included approximately $8.4
                   million of balances arising from interest rate swap transactions that the
                   Company had entered into (see Note 12).

|   |                                
|-- | -------------------------------
|6. | Income
                   Taxes

| |                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At
                   December 31, 2001, the federal net operating losses were recorded as a deferred
                   tax asset with a valuation allowance of $5.4 million. Such valuation allowance
                   was released in the first quarter of

8

| |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2002. Second quarter 2002 tax expense included a $0.5 million reversal of a
                   portion of the release of the valuation allowance recorded in the first quarter
                   of 2002. As a result of this, for the six months ended June 30, 2002, a net
                   $4.9 million of the valuation allowance was released, resulting in a reduction
                   of the Company's effective tax rate.

|   |              
|-- | -------------
|7. | Contingencies

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   Company is involved in various legal disputes in the ordinary course of
                   business. In addition, the Environmental Protection Agency has designated the
                   Company as a potentially responsible party, along with numerous other
                   companies, for the clean up of several hazardous waste sites. Based on
                   currently available information, the Company does not believe that the
                   disposition of any of the legal or environmental disputes the Company is
                   currently involved in will have a material adverse effect upon the financial
                   condition, results of operations, cash flows or competitive position of the
                   Company. It is possible, that as additional information becomes available, the
                   impact on the Company of an adverse determination could have a different
                   effect.

|   |                                          
|-- | -----------------------------------------
|8. | Executive
                   Loan Program

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On
                   January 24, 2002, Martin E. Franklin, Chairman and Chief Executive Officer, and
                   Ian G.H. Ashken, Vice Chairman, Chief Financial Officer and Secretary exercised
                   600,000 and 300,000 non-qualified stock options, respectively, which had been
                   granted under the Company's 2001 Stock Option Plan. The Company issued these
                   shares out of its treasury stock account. The exercises were accomplished via
                   loans from the Company under its Executive Loan Program. The principal amounts
                   of the loans were $3.3 million and $1.6 million, respectively, and bore
                   interest at 4.125% per annum. The loans were due on January 23, 2007 and were
                   classified within the stockholders' equity section. The loans could be repaid
                   in cash, shares of the Company's common stock, or a combination thereof. In
                   February 2003, Mr. Ashken surrendered to the Company shares of the Company's
                   stock to repay $0.3 million of his loan. On April 29, 2003, Messrs. Franklin
                   and Ashken each surrendered to the Company shares of the Company's common stock
                   to repay in full all remaining principal amounts and accrued interest owed
                   under their respective loans. The Company will not make any additional loans
                   under the Executive Loan Program.

|   |                                            
|-- | -------------------------------------------
|9. | Restricted
                   Stock Program

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As
                   disclosed in the Company's 2003 Proxy Statement, the board of directors of the
                   Company approved, on February 6, 2003, the granting of additional restricted
                   shares of common stock to Messrs. Franklin and Ashken. Accordingly, during the
                   second quarter of 2003, restricted shares of common stock in the aggregate
                   amounts of 150,000 shares and 50,000 shares were issued to Messrs. Franklin and
                   Ashken, respectively, under the Company's 2003 Stock Incentive Plan. The
                   Company issued these shares out of its treasury stock account. The restrictions
                   on these shares shall lapse upon the Company's common stock achieving a set
                   price of $40, or upon a change in control.

|    |                                                  
|--- | -------------------------------------------------
|10. | Earnings
                   Per Share Calculation

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Basic
                   earnings per share are computed by dividing net income by the weighted average
                   number of common shares outstanding for the period. Diluted earnings per share
                   are calculated based on the weighted average number of outstanding common
                   shares plus the dilutive effect of stock options as if they were exercised and
                   restricted common stock. A computation of earnings per share is as follows (in
                   thousands, except per share data):

9

Three month period ended
                   
                   Six month period endedJune 30,2003
                   
                   June 30,2002
                   
                   June 30,2003
                   
                   June 30,2002Net income
                   
                   $
                   9,951
                   
                   
                   $
                   8,088
                   
                   
                   $
                   14,181
                   
                   
                   $
                   15,280Weighted average shares
                        outstanding
                   
                   
                   14,226
                   
                   
                   
                   14,011
                   
                   
                   
                   14,242
                   
                   
                   
                   13,723Additional shares assuming conversion
                        of stock options and restricted stock
                   
                   
                   486
                   
                   
                   
                   326
                   
                   
                   
                   485
                   
                   
                   
                   335Weighted average shares outstanding
                        assuming conversion
                   
                   
                   14,712
                   
                   
                   
                   14,337
                   
                   
                   
                   14,727
                   
                   
                   
                   14,058Basic earnings per share
                   
                   $
                   0.70
                   
                   
                   $
                   0.58
                   
                   
                   $
                   1.00
                   
                   
                   $
                   1.11Diluted earnings per share
                   
                   $
                   0.68
                   
                   
                   $
                   0.56
                   
                   
                   $
                   0.96
                   
                   
                   $
                   1.09


|    |                                       
|--- | --------------------------------------
|11. | Segment
                   Information

| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   Company reports four business segments: branded consumables, consumer solutions
                   (formerly home vacuum packaging), plastic consumables and other. The consumer
                   solutions segment has been renamed to more accurately reflect the segment's
                   development of a broadening product range.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
                   the branded consumables segment, the Company markets, distributes and in most
                   cases manufactures a broad line of branded products that includes home canning
                   jars, jar closures, plastic cutlery, kitchen matches, toothpicks, food
                   preparation kits, craft items and other accessories under the well-known
                   Ball®, Bernardin®, Diamond®,
                   Forster® and Kerr® brands. As discussed in Note
                   4, the Diamond Brands wood manufacturing operation and branded product
                   distribution business has been included in the branded consumables segment
                   effective February 1, 2003. In the consumer solutions segment, which was
                   acquired in April 2002, the Company markets and distributes the
                   FoodSaver® line which is the U.S. market leader in home vacuum
                   packaging systems and accessories. The plastic consumables segment manufactures
                   plastic parts and components primarily used in consumer and healthcare
                   products, including products used by the Company's branded consumables segment
                   (plastic cutlery) and consumer solutions segment (containers). As discussed in
                   Note 4, the Diamond Brands plastic manufacturing operation is included in the
                   plastic consumables segment effective February 1, 2003. The other segment is
                   primarily a producer of zinc strip.

10

| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Net
                   sales, operating earnings, depreciation and amortization, and assets employed
                   in operations by segment are summarized as follows (in thousands of
                   dollars):

Three month period ended
                   
                   Six month period endedJune 30,2003
                   
                   June 30,2002
                   
                   June 30,2003
                   
                   June 30,2002Net sales:Branded consumables (1)
                   
                   $
                   70,211
                   
                   
                   $
                   43,861
                   
                   
                   $
                   100,381
                   
                   
                   $
                   63,532Consumer solutions (2)
                   
                   
                   34,573
                   
                   
                   
                   31,342
                   
                   
                   
                   75,448
                   
                   
                   
                   31,342Plastic consumables (3)
                   
                   
                   26,736
                   
                   
                   
                   17,874
                   
                   
                   
                   50,231
                   
                   
                   
                   37,074Other
                   
                   
                   9,253
                   
                   
                   
                   11,745
                   
                   
                   
                   17,872
                   
                   
                   
                   20,731Intercompany
                   
                   
                   (10,055
                   )
                   
                   
                   (29
                   )
                   
                   
                   (15,818
                   )
                   
                   
                   (502
                   )Total net sales
                   
                   $
                   130,718
                   
                   
                   $
                   104,793
                   
                   
                   $
                   228,114
                   
                   
                   $
                   152,177Operating earnings:Branded consumables (1)
                   
                   $
                   11,868
                   
                   
                   $
                   9,327
                   
                   
                   $
                   13,127
                   
                   
                   $
                   9,854Consumer solutions (2)
                   
                   
                   4,520
                   
                   
                   
                   3,197
                   
                   
                   
                   11,464
                   
                   
                   
                   3,197Plastic consumables (3)
                   
                   
                   2,646
                   
                   
                   
                   2,572
                   
                   
                   
                   5,084
                   
                   
                   
                   5,108Other
                   
                   
                   1,952
                   
                   
                   
                   2,608
                   
                   
                   
                   2,916
                   
                   
                   
                   3,686Intercompany
                   
                   
                   (352
                   )
                   
                   
                   12
                   
                   
                   
                   (1,047
                   )
                   
                   
                   4Total operating earnings
                   
                   
                   20,634
                   
                   
                   
                   17,716
                   
                   
                   
                   31,544
                   
                   
                   
                   21,849Interest expense, net
                   
                   
                   4,267
                   
                   
                   
                   3,753
                   
                   
                   
                   8,219
                   
                   
                   
                   4,985Income before taxes
                   
                   $
                   16,367
                   
                   
                   $
                   13,963
                   
                   
                   $
                   23,325
                   
                   
                   $
                   16,864Depreciation and amortization:Branded consumables (1)
                   
                   $
                   1,051
                   
                   
                   $
                   472
                   
                   
                   $
                   1,868
                   
                   
                   $
                   940Consumer solutions (2)
                   
                   
                   530
                   
                   
                   
                   508
                   
                   
                   
                   1,043
                   
                   
                   
                   508Plastic consumables (3)
                   
                   
                   1,700
                   
                   
                   
                   1,071
                   
                   
                   
                   3,196
                   
                   
                   
                   2,170Other
                   
                   
                   543
                   
                   
                   
                   560
                   
                   
                   
                   1,076
                   
                   
                   
                   1,127Corporate
                   
                   
                   20
                   
                   
                   
                   24
                   
                   
                   
                   47
                   
                   
                   
                   43Total depreciation and
                        amortization
                   
                   $
                   3,844
                   
                   
                   $
                   2,635
                   
                   
                   $
                   7,230
                   
                   
                   $
                   4,788As ofJune 30,2003
                   
                   December 31,2002Assets employed in operations:Branded consumables (1)
                   
                   $
                   138,707
                   
                   
                   $
                   61,093Consumer solutions (2)
                   
                   
                   174,051
                   
                   
                   
                   184,180Plastic consumables (3)
                   
                   
                   70,989
                   
                   
                   
                   39,551Other
                   
                   
                   12,924
                   
                   
                   
                   14,573Total assets employed in
                        operations
                   
                   
                   396,671
                   
                   
                   
                   299,397Corporate (4)
                   
                   
                   44,075
                   
                   
                   
                   67,368Total assets
                   
                   $
                   440,746
                   
                   
                   $
                   366,765


|
|
|
|

|(1) | The
                   Diamond Brands wood manufacturing operation and branded product distribution
                   business is included in the branded consumables segment effective February 1,
                   2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The
                   consumer solutions segment was purchased effective April 1, 2002.
|--- | ----------------------------------------------------------------------------------------

|(3) | The
                   Diamond Brands plastic manufacturing operation is included in the plastic
                   consumables segment effective February 1, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Corporate
                   assets primarily include cash and cash equivalents, amounts relating to benefit
                   plans, deferred tax assets and corporate facilities and equipment.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Within
                   the branded consumables segment are two product lines: kitchen products and
                   other specialty products. Kitchen products include home canning and
                   accessories, plastic cutlery, straws, toothpicks, food preparation kits and
                   kitchen matches. Net sales of kitchen products were $63.8 million and $43.4
                   million for the three month periods ended June 30, 2003 and 2002, respectively
                   and $89.5 million and $62.6 million for the six month periods ended June 30,
                   2003 and 2002, respectively. Other specialty products include institutional
                   plastic cutlery and sticks, book and advertising matches, craft items, laundry
                   care products, lighters and fire starters and other commercial products. Net
                   sales of other specialty products were $6.4 million and $0.5 million for the
                   three month periods ended June 30, 2003 and 2002, respectively and $10.9
                   million and $0.9 million for the six month periods ended June 30, 2003 and
                   2002, respectively.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As
                   of June 30, 2003, $64.4 million of the Company's total intangible assets are
                   included in the assets of the branded consumables segment, $119.9 million are
                   included in assets of the consumer solutions segment and $8.7 million are
                   included in the assets of the plastic consumables segment. Of such amounts,
                   $48.7 million of the Company's goodwill is included in the assets of the
                   branded consumables segment, $62.0 million is included in the assets of the
                   consumer solutions segment and $8.7 million is included in the assets of the
                   plastic consumables segment.

|    |                                                    
|--- | ---------------------------------------------------
|12. | Derivative
                   Financial Instruments

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   Company actively manages its fixed and floating rate debt mix using interest
                   rate swaps. The Company will enter into fixed and floating rate swaps to alter
                   its exposure to the impact of changing interest rates on its consolidated
                   results of operations and future cash outflows for interest. Floating rate
                   swaps are used to convert the fixed rates of long-term debt into short-term
                   variable rates to take advantage of current market conditions. Fixed rate swaps
                   are used to reduce the Company's risk of the possibility of increased interest
                   costs. Interest rate swap contracts are therefore used by the Company to
                   separate interest rate risk management from the debt funding decision. At June
                   30, 2003, the interest rate on approximately 48% of the Company's debt
                   obligation, excluding the $8.4 million of non-debt balances discussed in Note
                   5, was fixed by either the nature of the obligation or through interest rate
                   contracts.

Fair Value Hedges

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On
                   May 6, 2003, the Company entered into a $30 million interest rate swap ("New
                   Swap") to receive a fixed rate of interest and pay a variable rate of interest
                   based upon London Interbank Offered Rate ("LIBOR"). The New Swap is a swap
                   against the Company's 93⁄4% senior subordinated notes issued under an
                   indenture dated April 24, 2002 ("Notes").

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
                   March 2003, the Company unwound a $75 million interest rate swap to receive a
                   fixed rate of interest and pay a variable rate of interest based upon LIBOR and
                   contemporaneously entered into a new $75 million interest rate swap
                   ("Replacement Swap"). Like the swap that it replaced, the Replacement Swap is a
                   swap against the Notes. In return for unwinding the swap, the Company received
                   $3.2 million of cash proceeds. Of this amount, approximately $1 million of
                   proceeds related to accrued interest that was owed to the Company at such time.
                   The remaining $2.2 million of proceeds is being amortized over the remaining
                   life of the Notes as a credit to interest expense and the unamortized balances
                   are included in the Company's Condensed Consolidated Balance Sheet as an
                   increase to the value of the long-term debt.

| |                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Both
                   the New Swap and Replacement Swap have maturity dates that are the same as the
                   Notes. Interest is payable on both the New Swap and Replacement Swap
                   semi-annually in arrears on May 1 and November 1.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Both
                   of the contracts above are considered to be effective hedges against changes in
                   the fair value of the Company's fixed-rate debt obligation for both tax and
                   accounting purposes. Accordingly, the interest rate swap contracts are
                   reflected at fair value in the Company's Condensed Consolidated Balance Sheet
                   and the related portion of fixed-rate debt being hedged is reflected at an
                   amount equal to the sum of its carrying value plus an adjustment representing
                   the change in fair value of the debt obligations attributable to the interest
                   rate risk being hedged. The fair market value of the

12

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | interest rate swaps as of June 30, 2003 was approximately $2.2 million and is
                   included as an asset within Other Assets in the Condensed Consolidated Balance
                   Sheet, with a corresponding offset to long-term debt. In addition, changes
                   during any accounting period in the fair value of the interest rate swaps, as
                   well as offsetting changes in the adjusted carrying value of the related
                   portion of fixed-rate debt being hedged, will be recognized as adjustments to
                   interest expense in the Company's Condensed Consolidated Statements of Income.
                   The net effect of this accounting on the Company's operating results is that
                   interest expense on the portion of fixed-rate debt being hedged is generally
                   recorded based on variable interest rates. The Company is exposed to credit
                   loss, in the event of non-performance by the other party to its current
                   existing swap, a large financial institution. However, the Company does not
                   anticipate non-performance by the other party.

Cash Flow Hedge

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Effective
                   April 2, 2003, the Company entered into an interest rate swap such that
                   converted $37 million of floating rate interest payments under its term loan
                   facility for a fixed obligation that carries an interest rate, including
                   applicable margin, of 4% per annum. The swap has interest payment dates that
                   are the same as the term loan facility and it matures on September 30, 2004.
                   The swap is considered to be a cash flow hedge and is also considered to be an
                   effective hedge against changes in the fair value of the Company's
                   floating-rate debt obligation for both tax and accounting purposes. Gains and
                   losses related to the effective portion of the interest rate swap are reported
                   as a component of other comprehensive income and will be reclassified into
                   earnings in the same period that the hedged transaction affects earnings.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   Company's derivative activities do not create additional risk because gains and
                   losses on derivative contracts offset gains and losses on the assets,
                   liabilities and transactions being hedged. As derivative contracts are
                   initiated, the Company designates the instruments individually as either a fair
                   value hedge or a cash flow hedge. Management reviews the correlation and
                   effectiveness of its derivatives on a periodic basis.

Item 2.    Management's Discussion and Analysis of
            Financial Condition and Results of Operations

Jarden is a leading provider of niche consumer products used in and
            around the home under well-known brand names including Ball®,
            Bernardin®, Diamond®, FoodSaver®,
            Forster® and Kerr®. In North America, we are the
            market leader in several categories, including home canning, home vacuum
            packaging, kitchen matches, branded retail plastic cutlery and toothpicks. We
            also manufacture zinc strip and a wide array of plastic products for third
            party consumer product and medical companies, as well as our own businesses.

We have grown by actively acquiring new brands and expanding sales of our
            existing brands. Our strategy to achieve future growth is to acquire new
            brands, sustain profitable internal growth and expand our international
            business.

On February 7, 2003, we completed our acquisition of the business of
            Diamond Brands, Incorporated and its subsidiaries ("Diamond Brands"), a
            manufacturer and distributor of kitchen matches, toothpicks and retail plastic
            cutlery under the Diamond® and Forster®
            trademarks, pursuant to an asset purchase agreement ("Diamond Acquisition").
            The Diamond Acquisition was entered into as part of our plan to pursue growth
            in branded consumer products. The purchase price of this transaction was
            approximately $92 million, including transaction costs and a deferred payment
            in the amount of $5.8 million paid in cash on August 7, 2003. We used cash on
            hand and draw downs under our debt facilities to finance the transaction. The
            acquired plastic manufacturing operation is included in the plastic consumables
            segment in 2003 and the acquired wood manufacturing operation and branded
            product distribution business is included in the branded consumables segment in
            2003. In the second quarter of 2003, the Company completed its acquisition of
            O.W.D., Incorporated and Tupper Lake Plastics, Incorporated (collectively
            "OWD").

On April 24, 2002, we completed our acquisition of the business of Tilia
            International, Inc. and its subsidiaries (collectively "Tilia"), pursuant to an
            asset purchase agreement (the "Tilia Acquisition"). We acquired the business of
            Tilia for approximately $145 million in cash and $15 million in seller debt

13

financing. In addition, the Tilia Acquisition includes an earn-out
            provision with a potential payment in cash or our common stock, at our sole
            discretion, of up to $25 million payable in 2005, provided that certain
            earnings performance targets are met.

The results of Diamond Brands and Tilia have been included in our results
            from February 1, 2003 and April 1, 2002, respectively.

Pro forma financial information relating to the Diamond Acquisition and
            the Tilia Acquisition has been included in Note 4 to our Consolidated Financial
            Statements.

Results of Operations – Comparison of Second Quarter 2003 to Second
            Quarter 2002

We reported net sales of $130.7 million for the second quarter of 2003, a
            24.7% increase from net sales of $104.8 million in the second quarter of 2002.

In the second quarter of 2003, our branded consumables segment reported
            net sales of $70.2 million compared to $43.9 million in the second quarter of
            2002. This increase of 60.1% was principally a result of the Diamond
            Acquisition, effective February 1, 2003. In addition, the acquisition of OWD in
            the second quarter of 2003 contributed to this increase. Partially offsetting
            these effects was a decrease in net sales for the remainder of this segment
            primarily due to a weaker retail environment in the second quarter of 2003.

In the second quarter of 2003, our consumer solutions (formerly home
            vacuum packaging) segment recorded net sales of $34.6 million compared to $31.3
            million in the second quarter of 2002. This increase of 10.3% was principally
            due to increased U.S. retail sales and international sales.

In the second quarter of 2003, our plastic consumables segment reported
            net sales of $26.7 million compared to $17.9 million in the second quarter of
            2002. The principal reason for this increase of 49.6% was intercompany sales
            generated by the addition of the plastic manufacturing business acquired in the
            Diamond Acquisition. In addition, the intercompany sales resulting from the OWD
            acquisition in the second quarter of 2003 also contributed to this increase.
            Partially offsetting these effects was a decline in net sales caused by a
            contractual sales price reduction to a large customer.

In the second quarter of 2003, our other segment reported net sales of
            $9.3 million compared to $11.7 million in the second quarter of 2002. The
            principal reason for this decrease of 21.2% was a reduction in our low
            denomination international coinage business due to less demand from a major
            customer as well as reduced demand for cathodic products.

We reported operating earnings of $20.6 million in the second quarter of
            2003 compared to operating earnings of $17.7 million in the second quarter of
            2002. The principal reason for this increase of $2.9 million, or 16.5%, was a
            $2.5 million increase in the operating earnings of the branded consumables
            segment. Such increase was principally due to the addition of the Diamond
            Brands product lines, partially offset by a decrease in the operating earnings
            caused by the decrease in net sales for the remainder of this segment as
            discussed above. The remainder of the increase in our operating earnings is
            principally a result of a $1.3 million increase in the operating earnings of
            the consumer solutions segment resulting from its sales growth, partially
            offset by a $0.7 million decrease in the other business segment's operating
            earnings due to the effect of its lower net sales. Operating earnings in the
            second quarter of 2003 for our plastic consumables segment was comparable with
            the same period in the prior year for the same factors as discussed above under
            the net sales explanation.

Gross margin percentages on a consolidated basis decreased to 37.9% in
            the second quarter of 2003 from 40.2% in the second quarter of 2002. The
            principal reason for this decrease is the inclusion of the relatively lower
            gross margin Diamond Brands business.

Selling, general and administrative expenses increased to $28.8 million
            in the second quarter of 2003 from $24.4 million in the second quarter of 2002,
            or, as a percentage of net sales, decreased to 22.1% in the second quarter of
            2003 from 23.3% in the second quarter of 2002. This decrease was mainly due to
            a reduction in selling, general and administrative expenses as a percentage of
            net sales in the consumer solutions segment and was partially offset by an
            increase in the selling, general and administrative expenses related to the new
            product lines in the branded consumables segment, principally resulting from
            the Diamond Acquisition.

14

Net interest expense increased to $4.3 million for the second quarter of
            2003 compared to $3.8 million in the same period last year. This increase
            resulted from higher levels of outstanding debt in 2003 compared to the same
            period in 2002, principally due to the financing of the Diamond Acquisition and
            the issuance of $30 million of 93⁄4% senior subordinated notes due 2012
            ("New Notes"). Partially offsetting this effect, our weighted average interest
            rate was lower in the second quarter of 2003 than in the same quarter of 2002,
            due to lower interest rates and capitalization on favorable market conditions
            through interest rate swap transactions.

Our effective tax rate for the second quarter of 2003 was 39.2% compared
            to an effective tax rate of 42.1% in the second quarter of 2002. Second quarter
            2002 tax expense includes a $0.5 million reversal of the release of the
            valuation allowance recorded in the first quarter of 2002. Excluding this
            valuation allowance, our effective tax rate was approximately 38.5% in the
            second quarter of 2002. Additionally, net income for the second quarter of 2002
            would have been $8.6 million or $0.60 per diluted share if this valuation
            allowance reversal had been excluded.

Three month period endedJune 30, 2002Income before taxes
                   
                   $
                   13,963Income tax provision, excluding tax
                        reversal
                   
                   
                   5,375Net income, excluding tax
                        reversal
                   
                   $
                   8,588Diluted earnings per share, excluding
                        tax reversal
                   
                   $
                   0.60


Results of Operations – Comparison of Year to Date 2003 to Year to
            Date 2002

We reported net sales of $228.1 million in the first six months of 2003,
            a 49.9% increase from net sales of $152.2 million in the first six months of
            2002.

In the first six months of 2003, our branded consumables segment reported
            net sales of $100.4 million compared to $63.5 million in the first six months
            of 2002. This increase of 58.0% was principally a result of the Diamond
            Acquisition, effective February 1, 2003. In addition, the acquisition of OWD in
            the second quarter of 2003 contributed to this increase. Partially offsetting
            these effects was a decrease in net sales for the remainder of this segment
            primarily due to a weaker retail environment in the first half of 2003.

In the first six months of 2003, our consumer solutions segment reported
            net sales of $75.4 million compared to $31.3 million in net sales for the first
            six months of 2002. This increase of 140.7% was principally the result of this
            segment being acquired effective April 2002 and, therefore, net sales for the
            first six months of 2003 reflects sales for the full six month period but net
            sales for the first six months of 2002 reflects sales for only a part of the
            six month period. Additionally, it is a result of increased U.S. retail sales
            and international sales for this segment in the second quarter of 2003 compared
            to the second quarter of 2002.

In the first six months of 2003, our plastic consumables segment reported
            net sales of $50.2 million compared to $37.1 million in the first six months of
            2002. The principal reason for this increase of 35.5% was intercompany sales
            generated by the addition of the plastic manufacturing business acquired in the
            Diamond Acquisition. In addition, the intercompany sales resulting from the OWD
            acquisition in the second quarter of 2003 also contributed to this increase.
            Partially offsetting these effects was a decline in net sales caused by a
            contractual sales price reduction to a large customer.

In the first six months of 2003, our other segment reported net sales of
            $17.9 million compared to $20.7 million in the first six months of 2002. The
            principal reason for this decrease of 13.8% was a reduction in our low
            denomination international coinage business due to less demand from a major
            customer.

We reported operating earnings of $31.5 million in the first six months
            of 2003 compared to operating earnings of $21.8 million in the first six months
            of 2002. The principal reason for this increase of $9.7 million, or 44.4%, was
            the addition of the consumer solutions business effective April 2002.
            Additionally,

15

the branded consumables segment's operating earnings increased by $3.3
            million from the first six months of 2002 to the first six months of 2003, due
            to the addition of the Diamond Brands product lines, partially offset by a
            decrease in operating earnings caused by a decrease in net sales for the
            remainder of this segment as discussed above. Partially offsetting these
            effects was a decrease in our other business segment's operating earnings from
            $3.7 million in the first six months of 2002 to $2.9 million in the first six
            months of 2003 due to the effect of its lower net sales. Operating earnings in
            the first six months of 2003 for our plastic consumables segment was comparable
            with the same period in the prior year for the same factors as discussed above
            under the net sales explanation.

Gross margin percentages on a consolidated basis increased to 38.5% in
            the first six months of 2003 from 35.9% in the first six months of 2002. Such
            increase is principally the result of including the higher gross margins of the
            acquired consumer solutions business for the full six month period in 2003 but
            only part of the six month period in 2002.

Selling, general and administrative expenses increased to $56.3 million
            in the first six months of 2003 from $32.8 million in the first six months of
            2002, or, as a percentage of net sales, increased to 24.7% in the first six
            months of 2003 from 21.6% in the first six months of 2002. This increase was
            principally due to the acquisition of the consumer solutions business and the
            additional selling, general and administrative expenses related to the new
            product lines in the branded consumables segment, primarily resulting from the
            Diamond Acquisition.

Net interest expense increased to $8.2 million for the first six months
            of 2003 compared to $5.0 million in the same period last year. This increase
            resulted from higher levels of outstanding debt in 2003 compared to the same
            period in 2002, principally due to the financing of the Tilia Acquisition and
            the Diamond Acquisition and the issuance of the New Notes. Our weighted average
            interest rate in the first six months of 2003 was comparable to the first six
            months of 2002.

Our effective tax rate for the first six months of 2003 was 39.2%
            compared to an effective tax rate of 9.4% in the first six months of 2002. At
            December 31, 2001, we had federal net operating losses that were recorded as a
            deferred tax asset with a valuation allowance of $5.4 million. Due to the
            impact of the Job Creation Act and the tax refunds that we received as a
            result, a net $4.9 million of this valuation allowance was released in the
            first six months of 2002 resulting in an income tax provision of $1.6 million.
            Excluding the release of this valuation allowance our effective tax rate was
            approximately 38.4% in the first six months of 2002. Our net income for the
            first six months of 2002 would have been $10.4 million or $0.74 per diluted
            share if this valuation allowance release was excluded.

Six month period endedJune 30, 2002Income before taxes
                   
                   $
                   16,864Income tax provision, excluding net
                        release of tax valuation allowance
                   
                   
                   6,479Net income, excluding net release of
                        tax valuation allowance
                   
                   $
                   10,385Diluted earnings per share, excluding
                        net release of tax valuation allowance
                   
                   $
                   0.74


Financial Condition, Liquidity and Capital Resources

During the first six months of 2003, the following changes were made to
            our capital structure:

| | • | we
                   issued $30 million of New Notes at a price of 106.5% of face value. Net
                   proceeds were approximately $32.0 million;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | in
                   conjunction with the timing of the issuance of the New Notes, we entered into a
                   $30 million interest rate swap to receive a fixed rate of interest and pay a
                   variable rate of interest based upon London Interbank Offered Rate
                   ("LIBOR");
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | we
                   issued an aggregate of 200,000 restricted shares of common stock to certain
                   officers;
| | - | ------------------------------------------------------------------------------------------------------------------------------

| | • | approximately
                   $4.9 million in loans to certain officers were repaid in full using shares of
                   our common stock;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

16

| | • | we
                   entered into a $37 million interest rate swap to receive a floating rate of
                   interest and pay a fixed rate of interest;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | we
                   received $3.2 million of cash proceeds, including $1 million of accrued
                   interest, for unwinding our $75 million interest rate swap and
                   contemporaneously replacing it with a new $75 million interest rate swap;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | in
                   connection with the Diamond Acquisition, we increased our term loan facility by
                   $10 million and our revolving credit facility by $20 million; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | we
                   repaid $10 million of seller debt financing.
| | - | ------------------------------------------------------------------

Specifically, on May 8, 2003, pursuant to an indenture dated January 29,
            2003, as supplemented by a first supplemental indenture, dated May 8, 2003, we
            issued $30 million of New Notes under our shelf registration statement. The net
            proceeds of approximately $32.0 million of the offering were used to reduce the
            outstanding revolver balances under our senior credit facility. The New Notes
            were issued at a price of 106.5% of face value.

The New Notes will mature on May 1, 2012, however, on or after May 1,
            2007, we may redeem all or part of the New Notes at any time at a redemption
            price ranging from 100% to 104.875% of the principal amount, plus accrued and
            unpaid interest and liquidated damages, if any. Prior to May 1, 2005, we may
            redeem up to 35% of the aggregate principal amount of the New Notes with the
            net cash proceeds from certain public equity offerings at a redemption price of
            109.75% of the principal amount, plus accrued and unpaid interest and
            liquidated damages, if any. Interest on the New Notes accrues at the rate of
            9.75% per annum and is payable semi-annually in arrears on May 1 and November
            1, commencing on November 1, 2003.

On May 6, 2003, we entered into a $30 million interest rate swap ("New
            Swap") to receive a fixed rate of interest and pay a variable rate of interest
            based upon LIBOR. The New Swap is a swap against our 93⁄4% senior
            subordinated notes issued under an indenture dated April 24, 2002 ("Notes").

As disclosed in our 2003 Proxy Statement, our board of directors
            approved, on February 6, 2003, the granting of additional restricted shares of
            common stock to Messrs. Franklin and Ashken. Accordingly, during the second
            quarter of 2003, restricted shares of common stock in the aggregate amounts of
            150,000 shares and 50,000 shares were issued to Martin E. Franklin, our
            Chairman and Chief Executive Officer, and Ian G.H. Ashken, our Vice Chairman,
            Chief Financial Officer and Secretary, respectively, under our 2003 Stock
            Incentive Plan. These shares were issued out of our treasury stock account. The
            restrictions on these shares shall lapse upon our common stock achieving a set
            price of $40, or on a change in control.

During 2002, Messrs. Franklin and Ashken exercised 600,000 and 300,000
            non-qualified stock options, respectively, which had been granted under our
            2001 Stock Option Plan. These shares were issued out of our treasury stock
            account. The exercises were accomplished via loans from us under our Executive
            Loan Program. The principal amounts of the loans were $3.3 million and $1.6
            million, respectively, and bore interest at 4.125% per annum. The loans were
            due on January 23, 2007 and were classified within the stockholders' equity
            section. The loans could be repaid in cash, shares of our common stock, or a
            combination thereof. In February 2003, Mr. Ashken surrendered to us shares of
            our common stock to repay $0.3 million of his loan. On April 29, 2003, Messrs.
            Franklin and Ashken each surrendered to us shares of our common stock to repay
            in full all remaining principal amounts and accrued interest owed under their
            respective loans. We will not make any additional loans under the Executive
            Loan Program.

Effective April 2, 2003, we entered into an interest rate swap that
            converted $37 million of floating rate interest payments under our term loan
            facility for a fixed obligation that carries an interest rate, including
            applicable margin, of 4% per annum. The swap has interest payment dates that
            are the same as the term loan facility and it matures on September 30, 2004.
            The swap is considered to be a cash flow hedge and is also considered to be an
            effective hedge against changes in the fair value of our floating-rate debt
            obligation for both tax and accounting purposes. Gains and losses related to
            the effective portion of the interest rate swap are reported as a component of
            other comprehensive income and will be reclassified into earnings in the same
            period that the hedged transaction affects earnings.

17

In March 2003, we unwound a $75 million interest rate swap to receive a
            fixed rate of interest and pay a variable rate of interest based upon LIBOR and
            contemporaneously entered into a new $75 million interest rate swap
            ("Replacement Swap"). Like the swap that it replaced, the Replacement Swap is a
            swap against our Notes. The Replacement Swap has a maturity date that is the
            same as the Notes. Interest is payable semi-annually in arrears on May 1 and
            November 1. We accrue interest on the swap at an effective rate of 7.03%.

In return for unwinding the swap, we received $3.2 million of cash
            proceeds. Of this amount, approximately $1 million of such proceeds related to
            accrued interest that was owed to us at such time. The remaining $2.2 million
            of proceeds is being amortized over the remaining life of the Notes as a credit
            to interest expense and the unamortized balances are included in our
            Consolidated Balance Sheet as an increase to the value of the long-term debt.

Pursuant to the Diamond Acquisition, in February 2003, we amended our
            senior secured credit facility ("Credit Agreement") increasing our term loan
            facility by $10 million and our revolving loan facility by $20 million.

We repaid seller debt financing, incurred in connection with the Tilia
            Acquisition, in the principal amount of $10 million on March 31, 2003.

In January 2003, we filed a shelf registration statement, which was
            declared effective by the Securities and Exchange Commission on January 31,
            2003. This shelf registration statement is intended to facilitate our access to
            growth capital for future acquisitions and allows us to sell over time up to
            $150 million of common stock, preferred stock, warrants, debt securities, or
            any combination of these securities in one or more separate offerings in
            amounts, at prices and on terms to be determined at the time of the sale. The
            $30 million of New Notes issued in May 2003, were issued under our shelf
            registration statement, leaving $120 million available under this registration
            statement.

As of June 30, 2003, we had $54.5 million outstanding under the term loan
            facility of the Credit Agreement and $6.3 million outstanding under the
            revolving credit facility of the Credit Agreement. Net availability under the
            revolving credit agreement was approximately $50.9 million as of June 30, 2003,
            after deducting $12.8 million of issued letters of credit. We are required to
            pay commitment fees on the unused balance of the revolving credit facility.

As of June 30, 2003, our long-term debt included approximately $8.4
            million of non-debt balances arising from interest rate swap transactions that
            we had entered into.

Working capital decreased to approximately $71.5 million at June 30, 2003
            from approximately $101.6 million at December 31, 2002 due primarily to the use
            of cash on hand and draw downs under our Credit Agreement to finance our
            acquisitions. This was partially offset by the working capital from the
            acquisitions.

Cash flow from operations in the first six months of 2002 included $38.5
            million in tax refunds. Excluding the effect of tax refunds, the Company
            generated cash flow from operations of $14.8 million in the first six months of
            2003, compared to $8.7 million in the first six months of 2002.

Capital expenditures were $4.6 million in the first six months of 2003
            compared to $3.1 million for the first six months of 2002 and are largely
            related to maintaining facilities, tooling projects, improving manufacturing
            efficiencies, new information systems and a portion of the costs of the
            installation of new packaging lines for the branded consumables segment. As of
            June 30, 2003, we have capital expenditure commitments in the aggregate for all
            of our segments of approximately $7.2 million, of which $1.9 million relates to
            the completion of the new packaging lines for the branded consumables segment
            and $3.0 million relates to the installation of a new management information
            system for the consumer solutions segment. Additionally, as of June 30, 2003,
            our other segment had forward buy contracts for the remainder of 2003 to
            purchase zinc ingots in the aggregate amount of approximately $1.8 million,
            which are expected to be used in operations in 2003.

We believe that cash generated from our operations and our availability
            under our Credit Agreement are adequate to satisfy our working capital and
            capital expenditure requirements for the foreseeable future. However, we may
            raise additional capital from time to time to take advantage of favorable
            conditions in the capital markets or in connection with our corporate
            development activities.

18

Contingencies

We are involved in various legal disputes in the ordinary course of
            business. In addition, the Environmental Protection Agency has designated our
            Company as a potentially responsible party, along with numerous other
            companies, for the clean up of several hazardous waste sites. Based on
            currently available information, we do not believe that the disposition of any
            of the legal or environmental disputes our Company is currently involved in
            will require material capital or operating expenses or will otherwise have a
            material adverse effect upon the financial condition, results of operations,
            cash flows or competitive position of our Company. It is possible, that as
            additional information becomes available, the impact on our Company of an
            adverse determination could have a different effect.

Forward-Looking Information

From time to time, we may make or publish forward-looking statements
            relating to such matters as anticipated financial performance, business
            prospects, technological developments, new products and similar matters. Such
            statements are necessarily estimates reflecting management's best judgment
            based on current information. The Private Securities Litigation Reform Act of
            1995 provides a safe harbor for forward-looking statements. Such statements are
            usually identified by the use of words or phrases such as "believes",
            "anticipates", "expects", "estimates", "planned", "outlook", and "goal".
            Because forward-looking statements involve risks and uncertainties, our actual
            results could differ materially. Please see the Company's Annual Report on Form
            10-K for 2002 for a list of factors which could cause the Company's actual
            results to differ materially from those projected in the Company's
            forward-looking statements and certain risks and uncertainties that may affect
            the operations, performance and results of our business.

Item 3.    Quantitative and Qualitative Disclosure
            About Market Risk

In general, business enterprises can be exposed to market risks including
            fluctuations in commodity prices, foreign currency values, and interest rates
            that can affect the cost of operating, investing, and financing. The Company's
            exposures to these risks are low. Historically, the majority of the Company's
            zinc business has been conducted on a tolling basis whereby customers supply
            zinc to the Company for processing, or supply contracts provide for
            fluctuations in the price of zinc to be passed on to the customer. The
            Company's plastic consumables business purchases resin from regular commercial
            sources of supply and, in most cases, multiple sources. The supply and demand
            for plastic resins is subject to cyclical and other market factors. With many
            of our customers, we have the ability to pass through price increases with an
            increase in our selling price and certain of our customers purchase the resin
            used in products we manufacture for them.

The Company, from time to time, invests in short-term financial
            instruments with original maturities usually less than fifty days.

The Company is exposed to short-term interest rate variations with
            respect to Eurodollar or Base Rate on certain of its term and revolving debt
            obligations and six month LIBOR in arrears on certain of its interest rate
            swaps. The spreads on the interest rate swaps range from 523 to 528 basis
            points. Settlements on the interest rate swaps are made on May 1 and November
            1. The Company is exposed to credit loss in the event of non-performance by the
            other party to its current existing swaps, a large financial institution.
            However, the Company does not anticipate non-performance by the other party.

Changes in Eurodollar or LIBOR interest rates would affect the earnings
            of the Company either positively or negatively depending on the changes in
            short-term interest rates. Assuming that Eurodollar and LIBOR rates each
            increased 100 basis points over period end rates on the outstanding term debt
            and interest rate swaps, the Company's interest expense would have increased by
            approximately $0.7 million for the six month period ended June 30, 2003 and
            $0.3 million for the six month period ended June 30, 2002. The amount was
            determined by considering the impact of the hypothetical interest rates on the
            Company's borrowing cost, short-term investment rates, interest rate swaps and
            estimated cash flow. Actual changes in rates may differ from the assumptions
            used in computing this exposure.

The Company does not invest or trade in any derivative financial or
            commodity instruments, nor does it invest in any foreign financial instruments.

19

Item 4.    Controls and Procedures

An evaluation was performed under the supervision and with the
            participation of the Company's management, including the Chief Executive
            Officer and Chief Financial Officer, of the effectiveness of the design and
            operation of the Company's disclosure controls and procedures as of the end of
            the period covered by this report. Based on that evaluation, the Company's
            management, including the Chief Executive Officer and Chief Financial Officer,
            concluded that the Company's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls
            or in other factors that could significantly affect internal controls
            subsequent to the date of their evaluation.

20

PART II.    OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of
            Security Holders

We held our annual meeting of stockholders on May 8, 2003. Of the
            14,444,385 shares of common stock entitled to vote at the meeting, 13,190,866
            shares of common stock were present in person or by proxy and entitled to vote.
            Such number of shares represented approximately 91.3% of our outstanding shares
            of common stock. Listed below are the matters voted upon at our annual meeting
            of stockholders and the respective voting results:

VotedFOR
                   
                   Withheld
                   
                   Abstained/BrokerNon-VotesElection of Class I Directors for
                        three-year terms expiring in 2006:Martin E. Franklin
                   
                   
                   12,361,915
                   
                   
                   
                   828,951
                   
                   
                   
                   —René-Pierre Azria
                   
                   
                   12,650,411
                   
                   
                   
                   540,455
                   
                   
                   
                   —


VotedFOR
                   
                   VotedAGAINST
                   
                   AbstainedRatification and approval of the
                        Jarden Corporation 2003 Stock Incentive Plan
                   
                   
                   5,992,602
                   
                   
                   
                   5,564,533
                   
                   
                   
                   13,785Ratification and approval of the
                        Jarden Corporation 2003 Employee Stock Purchase Plan
                   
                   
                   10,488,974
                   
                   
                   
                   1,022,737
                   
                   
                   
                   59,209Ratification of the appointment of
                        Ernst & Young LLP as our independent auditors for the year ending December
                        31, 2003
                   
                   
                   12,504,744
                   
                   
                   
                   677,341
                   
                   
                   
                   8,781


Additionally, for each of the votes to ratify and approve the Jarden
            Corporation 2003 Stock Incentive Plan and the 2003 Employee Stock Purchase Plan
            there were 1,619,946 votes withheld and broker non-votes.

Our board of directors is currently comprised of each of the Class I
            Directors listed in the table above, including Martin E. Franklin and
            René-Pierre Azria, the Class II Directors, including Ian G.H. Ashken,
            Richard L. Molen, and Lynda W. Popwell, and the Class III Directors, including
            Douglas W. Huemme, Robert L. Wood, and Irwin D. Simon.

Item 6.    Exhibits and Reports on Form 8-K

a.   Exhibits

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1     |  | Underwriting Agreement, dated as of May
                   1, 2003, among the Company, Alltrista Newco Corporation, Alltrista Plastics
                   Corporation, Alltrista Zinc Products, L.P., Hearthmark, Inc., Quoin
                   Corporation, Tilia, Inc., Tilia Direct, Inc., Tilia International, Inc., CIBC
                   World Markets Corp., and Banc of America Securities LLC (filed as Exhibit 1.1
                   to the Company's Current Report on Form 8-K, filed with the Commission on May
                   7, 2003 and incorporated herein by reference).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|*4.1    |  | First Supplemental Indenture, dated as of
                   May 8, 2003, to Indenture dated as of January 29, 2003, among the Company,
                   Alltrista Newco Corporation, Alltrista Plastics Corporation, Alltrista Zinc
                   Products, L.P., Hearthmark, Inc., Quoin Corporation, Tilia, Inc., Tilia Direct,
                   Inc., Tilia International, Inc., and The Bank of New York, and form of note
                   attached as Exhibit A thereto.                                                                                                        
|       

21

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|*4.2    |  | Registration Rights Agreement, dated as
                   of May 8, 2003, among the Company, Alltrista Newco Corporation, Alltrista
                   Plastics Corporation, Alltrista Zinc Products, L.P., Hearthmark, Inc., Quoin
                   Corporation, Tilia, Inc., Tilia Direct, Inc., Tilia International, Inc.,
                   TriEnda Corporation, X Properties, LLC, CIBC World Markets Corp., and Banc of
                   America Securities LLC.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|*+10.1  |  | Restricted Stock Agreement, dated as of
                   May 8, 2003, between the Company and Martin E. Franklin.                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|*+10.2  |  | Restricted Stock Agreement, dated as of
                   May 8, 2003, between the Company and Ian G.H. Ashken.                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|*31.1   |  | Certification of Chief Executive Officer
                   Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|*31.2   |  | Certification of Chief Financial Officer
                   Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|*32.1   |  | Certifications Pursuant to 18 U.S.C.
                   Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                   2002.                                                                                                                                                                                                                                                                                                               
|       

* Filed herewith.

+ This Exhibit represents a management contract or a compensatory plan.

b.    Reports on Form 8-K

The Company filed a Form 8-K on April 28, 2003, with respect to Items 7
            and 9, relating to a press release, dated April 28, 2003, announcing the
            Company's earnings for the three month period ended March 31, 2003.

The Company filed a Form 8-K on May 7, 2003, with respect to Items 5 and
            7, disclosing that on May 1, 2003, the Company and certain of its subsidiaries
            entered into an Underwriting Agreement with CIBC World Markets Corp. and Banc
            of America Securities LLC relating to the issuance of $30 million of 93⁄4%
            Senior Subordinated Notes due 2012 under the Company's Registration Statement
            on Form S-3 (File No. 333-102387) and intended to consummate the sale of the
            notes on May 8, 2003.

22

SIGNATURE

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.

JARDEN CORPORATIONDate: August 12, 2003
                   
                   By:
                   
                   /s/ Ian G. H. AshkenIan G. H. Ashken Vice Chairman,
                        Chief Financial Officer and Secretary


23