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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from
             to



Commission File Number: 2-5916



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CHASE GENERAL CORPORATION

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Missouri                                                       |  | 36-2667734                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



3600 Leonard Road,
St. Joseph, Missouri 64503

(Address of principal executive offices)



(816) 279-1625

(Issuers telephone number, including area code)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 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 ̈



As of April 30, 2004, there were 969,834 shares of common stock, $1 par value, issued and outstanding. Transitional Small Business
Disclosure Format (Check one):    Yes ̈;    No  x



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##### Table of Contents

CHASE GENERAL CORPORATION



Index



|                                                                                                                 |  |                                                                                                                        |  |   
|---------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | --
|PART I - FINANCIAL INFORMATION                                                                                   |  |                                                                                                                       
|                                                                                                                 | 
|Item 1.
Condensed Consolidated Financial Statements                                                              |  |                                                                                                                       
|                                                                                                                 | 
|Condensed Consolidated Balance Sheets at March 31, 2004 (Unaudited) and June 30, 2003                            |  | 3                                                                                                                     
|                                                                                                                 | 
|Condensed Consolidated Statements of Operations - For the Three Months Ended March 31, 2004 and 2003 (Unaudited) |  | 5                                                                                                                     
|                                                                                                                 | 
|Condensed Consolidated Statements of Operations - For the Nine Months Ended March 31, 2004 and 2003 (Unaudited)  |  | 6                                                                                                                     
|                                                                                                                 | 
|Condensed Consolidated Statements of Cash Flows - For the Nine Months Ended March 31, 2004 and 2003 (Unaudited)  |  | 7                                                                                                                     
|                                                                                                                 | 
|Notes to Condensed Consolidated Financial Statements (Unaudited)                                                 |  | 8                                                                                                                     
|                                                                                                                 | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                    |  | 10                                                                                                                    
|                                                                                                                 | 
|Item 3.
Controls and Procedures                                                                                  |  | 14                                                                                                                    
|                                                                                                                 | 
|PART II - OTHER INFORMATION                                                                                      |  |                                                                                                                       
|                                                                                                                 | 
|Item 1. Legal proceedings - None                                                                                 |  |                                                                                                                       
|                                                                                                                 | 
|Item 2. Changes In Securities and Use of Proceeds - None                                                         |  |                                                                                                                       
|                                                                                                                 | 
|Item 3.
Defaults Upon Senior Securities                                                                          |  | 15                                                                                                                    
|                                                                                                                 | 
|Item 4. Submission of Matters to a Vote of Security Holders - None                                               |  |                                                                                                                       
|                                                                                                                 | 
|Item 5. Other Information - None                                                                                 |  |                                                                                                                       
|                                                                                                                 | 
|Item 6.
Exhibits and Reports on Form 8-K                                                                         |  | 15                                                                                                                    
|                                                                                                                 | 
|Signatures                                                                                                       |  | 16                                                                                                                    
|                                                                                                                 |  |                                                                                                                       
|Exhibit 31 -                                                                                                     |  | Certification of Chief Executive Officer and Treasurer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002       |  | 17
|                                                                                                                 |  |                                                                                                                       
|Exhibit 32 -                                                                                                     |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | 18



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS



ASSETS



|                             |  |                |         |              |   |        
|---------------------------- |  | -------------- | ------- | ------------ | - | -------
|                             |  | March 31, 2004 |         | June 30,2003
|                             |  | (Unaudited)    |         |             
|CURRENT ASSETS               |  |                |         |              |   |        
|                             |  |               
|Cash and cash equivalents    |  | $              | 240,906 |              | $ | 138,806
|Trade receivables, net       |  |                | 172,488 |              |   | 146,691
|Inventories:                 |  |                |         |              |   |        
|Finished goods               |  |                | 25,265  |              |   | 50,934 
|Goods in process             |  |                | 9,759   |              |   | 4,337  
|Raw materials                |  |                | 47,854  |              |   | 46,504 
|Packaging materials          |  |                | 136,157 |              |   | 100,720
|Prepaid expenses             |  |                | 315     |              |   | 17,801 
|                             |  |                |         |              |   |        
|Total current assets         |  |                | 632,744 |              |   | 505,793
|                             |  |               
|PROPERTY AND EQUIPMENT - NET |  |                | 144,732 |              |   | 139,790
|                             |  |                |         |              |   |        
|TOTAL ASSETS                 |  | $              | 777,476 |              | $ | 645,583
|                             |  |                |         |              |   |        



The accompanying notes
are an integral part of these

condensed consolidated financial statements.



3



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##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS



LIABILITIES AND STOCKHOLDERS EQUITY



|                                                                         |  |               |            |   |               |   |            |  
|------------------------------------------------------------------------ |  | ------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                         |  | March 31,2004 |            |   | June 30, 2003 |  
|                                                                         |  | (Unaudited)   |            |   |               |  
|CURRENT LIABILITIES                                                      |  |               |            |   |               |   |            |  
|                                                                         |  |              
|Accounts payable                                                         |  | $             | 81,700     |   |               | $ | 48,717     |  
|Notes payable, Series B                                                  |  |               | 7,032      |   |               |   |           |  
|Accrued expenses                                                         |  |               | 14,045     |   |               |   | 31,183     |  
|Income taxes payable                                                     |  |               | 38,024     |   |               |   |           |  
|                                                                         |  |               |            |   |               |   |            |  
|Total current liabilities                                                |  |               | 140,801    |   |               |   | 79,900     |  
|                                                                         |  |              
|LONG-TERM LIABILITIES                                                    |  |               |            |   |               |   |            |  
|                                                                         |  |              
|Notes payable, Series B                                                  |  |               |           |   |               |   | 22,032     |  
|                                                                         |  |               |            |   |               |   |            |  
|Total liabilities                                                        |  |               | 140,801    |   |               |   | 101,932    |  
|                                                                         |  |               |            |   |               |   |            |  
|STOCKHOLDERS EQUITY                                                     |  |               |            |   |               |   |            |  
|                                                                         |  |              
|Capital stock issued and outstanding:                                    |  |               |            |   |               |   |            |  
|Prior cumulative preferred stock, $5 par value:                          |  |               |            |   |               |   |            |  
|Series A (liquidation preference $1,882,500 and $1,860,000 respectively) |  |               | 500,000    |   |               |   | 500,000    |  
|Series B (liquidation preference $1,837,500 and $1,815,000 respectively) |  |               | 500,000    |   |               |   | 500,000    |  
|Cumulative preferred stock, $20 par value                                |  |               |            |   |               |   |            |  
|Series A (liquidation preference $4,360,708 and $4,316,809 respectively) |  |               | 1,170,660  |   |               |   | 1,170,660  |  
|Series B (liquidation preference $710,656 and $703,501 respectively)     |  |               | 190,780    |   |               |   | 190,780    |  
|Common stock, $1 par value                                               |  |               | 969,834    |   |               |   | 969,834    |  
|Paid-in capital in excess of par                                         |  |               | 3,134,722  |   |               |   | 3,134,722  |  
|Accumulated deficit                                                      |  |               | (5,829,321 | ) |               |   | (5,922,345 | )
|                                                                         |  |               |            |   |               |   |            |  
|Total stockholders equity                                               |  |               | 636,675    |   |               |   | 543,651    |  
|                                                                         |  |               |            |   |               |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                               |  | $             | 777,476    |   |               | $ | 645,583    |  
|                                                                         |  |               |            |   |               |   |            |  



The accompanying notes
are an integral part of these

condensed consolidated financial statements.



4



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CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



(Unaudited)



|                                                    |  |                            |         |   |      |   |         |  
|--------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                    |  | Three Months EndedMarch 31 |        
|                                                    |  | 2004                       |         |   | 2003 |  
|NET SALES                                           |  | $                          | 309,912 |   |      | $ | 248,108 |  
|                                                    |  |                           
|COST OF SALES                                       |  |                            | 267,104 |   |      |   | 224,359 |  
|                                                    |  |                            |         |   |      |   |         |  
|Gross profit on sales                               |  |                            | 42,808  |   |      |   | 23,749  |  
|                                                    |  |                            |         |   |      |   |         |  
|OPERATING EXPENSES                                  |  |                            |         |   |      |   |         |  
|                                                    |  |                           
|Selling expense                                     |  |                            | 54,180  |   |      |   | 31,846  |  
|General and administrative expenses                 |  |                            | 53,916  |   |      |   | 51,455  |  
|                                                    |  |                            |         |   |      |   |         |  
|Total operating expenses                            |  |                            | 108,096 |   |      |   | 83,301  |  
|                                                    |  |                            |         |   |      |   |         |  
|Loss from operations                                |  |                            | (65,288 | ) |      |   | (59,552 | )
|                                                    |  |                           
|OTHER INCOME (EXPENSE)                              |  |                            | 544     |   |      |   | 58      |  
|                                                    |  |                            |         |   |      |   |         |  
|Net loss before income taxes                        |  |                            | (64,744 | ) |      |   | (59,494 | )
|                                                    |  |                           
|CREDIT FOR INCOME TAXES                             |  |                            | (21,991 | ) |      |   | (19,209 | )
|                                                    |  |                            |         |   |      |   |         |  
|NET LOSS                                            |  |                            | (42,753 | ) |      |   | (40,285 | )
|                                                    |  |                           
|Preferred dividends                                 |  |                            | (32,018 | ) |      |   | (32,018 | )
|                                                    |  |                            |         |   |      |   |         |  
|Net loss applicable to common stockholders          |  | $                          | (74,771 | ) |      | $ | (72,303 | )
|                                                    |  |                            |         |   |      |   |         |  
|NET LOSS PER SHARE OF COMMON STOCK - BASIC          |  | $                          | (.08    | ) |      | $ | (.07    | )
|                                                    |  |                            |         |   |      |   |         |  
|WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING |  | $                          | 969,834 |   |      | $ | 969,834 |  
|                                                    |  |                            |         |   |      |   |         |  



The accompanying notes
are an integral part of these

condensed consolidated financial statements.



5



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CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



(Unaudited)



|                                                    |  |                            |           |   |      |   |           |  
|--------------------------------------------------- |  | -------------------------- | --------- | - | ---- | - | --------- | -
|                                                    |  | Nine Months Ended March 31 |          
|                                                    |  | 2004                       |           |   | 2003 |  
|NET SALES                                           |  | $                          | 1,757,144 |   |      | $ | 1,596,537 |  
|COST OF SALES                                       |  |                            | 1,244,991 |   |      |   | 1,215,247 |  
|                                                    |  |                            |           |   |      |   |           |  
|Gross profit on sales                               |  |                            | 512,153   |   |      |   | 381,290   |  
|                                                    |  |                            |           |   |      |   |           |  
|OPERATING EXPENSES                                  |  |                            |           |   |      |   |           |  
|                                                    |  |                           
|Selling expense                                     |  |                            | 203,776   |   |      |   | 168,437   |  
|General and administrative expenses                 |  |                            | 180,306   |   |      |   | 155,093   |  
|                                                    |  |                            |           |   |      |   |           |  
|Total operating expenses                            |  |                            | 384,082   |   |      |   | 323,530   |  
|                                                    |  |                            |           |   |      |   |           |  
|Income from operations                              |  |                            | 128,071   |   |      |   | 57,760    |  
|OTHER INCOME (EXPENSE)                              |  |                            | 4,237     |   |      |   | (9,277    | )
|                                                    |  |                            |           |   |      |   |           |  
|Net income before income taxes                      |  |                            | 132,308   |   |      |   | 48,483    |  
|                                                    |  |                           
|PROVISION FOR INCOME TAXES                          |  |                            | 39,284    |   |      |   | 9,001     |  
|                                                    |  |                            |           |   |      |   |           |  
|NET INCOME                                          |  |                            | 93,024    |   |      |   | 39,482    |  
|                                                    |  |                           
|Preferred dividends                                 |  |                            | (96,054   | ) |      |   | (96,054   | )
|                                                    |  |                            |           |   |      |   |           |  
|Net loss applicable to common stockholders          |  | $                          | (3,030    | ) |      | $ | (56,572   | )
|                                                    |  |                            |           |   |      |   |           |  
|NET LOSS PER SHARE OF COMMON STOCK - BASIC          |  | $                          |          |   |      | $ | (.06      | )
|                                                    |  |                            |           |   |      |   |           |  
|WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING |  | $                          | 969,834   |   |      | $ | 969,834   |  
|                                                    |  |                            |           |   |      |   |           |  



The accompanying notes
are an integral part of these

condensed consolidated financial statements.



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CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



(Unaudited)



|                                                                                  |  |                            |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Nine Months Ended March 31 |        
|                                                                                  |  | 2004                       |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                            |         |   |      |   |         |  
|Net income                                                                        |  | $                          | 93,024  |   |      | $ | 39,482  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                            |         |   |      |   |         |  
|Depreciation and amortization                                                     |  |                            | 31,061  |   |      |   | 26,557  |  
|Provision for bad debts                                                           |  |                            | 4,815   |   |      |   | 4,815   |  
|Loss on disposition of equipment                                                  |  |                            |        |   |      |   | 9,747   |  
|Effects of changes in operating assets and liabilities:                           |  |                            |         |   |      |   |         |  
|Receivables                                                                       |  |                            | (30,612 | ) |      |   | 16,306  |  
|Inventories                                                                       |  |                            | (16,540 | ) |      |   | (6,624  | )
|Prepaid expense                                                                   |  |                            | 17,486  |   |      |   | 15,978  |  
|Prepaid income taxes                                                              |  |                            |        |   |      |   | 1,316   |  
|Accounts payable                                                                  |  |                            | 32,983  |   |      |   | (47,428 | )
|Accrued expenses                                                                  |  |                            | (17,138 | ) |      |   | (2,896  | )
|Income taxes payable                                                              |  |                            | 38,024  |   |      |   |        |  
|                                                                                  |  |                            |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                            | 153,103 |   |      |   | 57,253  |  
|                                                                                  |  |                            |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                            |         |   |      |   |         |  
|Purchases of equipment                                                            |  |                            | (36,003 | ) |      |   | (8,661  | )
|Proceeds from sale of equipment                                                   |  |                            |        |   |      |   | 5,500   |  
|                                                                                  |  |                            |         |   |      |   |         |  
|Net cash used in investing activities                                             |  |                            | (36,003 | ) |      |   | (3,161  | )
|                                                                                  |  |                            |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                            |         |   |      |   |         |  
|Principal payments on notes payable, Series B                                     |  |                            | (15,000 | ) |      |   | (28,978 | )
|                                                                                  |  |                            |         |   |      |   |         |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                         |  |                            | 102,100 |   |      |   | 25,114  |  
|                                                                                  |  |                           
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    |  |                            | 138,806 |   |      |   | 188,528 |  
|                                                                                  |  |                            |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                          |  | $                          | 240,906 |   |      | $ | 213,642 |  
|                                                                                  |  |                            |         |   |      |   |         |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                |  |                            |         |   |      |   |         |  
|Cash payments for:                                                                |  |                            |         |   |      |   |         |  
|Income taxes                                                                      |  | $                          | 2,228   |   |      | $ |        |  
|                                                                                  |  |                            |         |   |      |   |         |  
|Interest                                                                          |  | $                          | 1,322   |   |      | $ | 3,860   |  
|                                                                                  |  |                            |         |   |      |   |         |  



The accompanying notes
are an integral part of these

condensed consolidated financial statements.



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CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited)



NOTE 1 - GENERAL



The condensed consolidated balance sheet of Chase General Corporation (Chase or we, us, or
our) at June 30, 2003 has been taken from audited consolidated financial statements at that date and condensed. The condensed consolidated financial statements as of and for the three months and nine months ended March 31, 2004 and for
the three months and nine months ended March 31, 2003 are unaudited and reflect all normal and recurring accruals and adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results
and cash flows for the interim periods presented in this quarterly report. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with managements
discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form 10-K for the year ended June 30, 2003. The results of operations for the three months and nine months ended March 31, 2004 and cash
flows for the nine months ended March 31, 2004 are not necessarily indicative of the results for the entire fiscal year ending June 30, 2004. Where appropriate, items within the condensed consolidated financial statements have been reclassified from
the previous periods presentation.



NOTE 2 - NET LOSS PER SHARE



The basic income (loss) per share was computed on the weighted average of
outstanding common shares as follows:



|                                                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  
|-------------------------------------------------- |  | --------------------------- | ------- | - | -------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                   |  | Three Months Ended March 31 |         |   | Nine Months Ended March 31 |  
|                                                   |  | 2004                        |         |   | 2003                       |   |         | 2004 |  |   | 2003    |  
|Net (loss) income                                  |  | $                           | (42,753 | ) |                            | $ | (40,285 | )    |  | $ | 93,024  |   |  | $ | 39,482  |  
|                                                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Preferred dividend requirements:                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  
|6% Prior Cumulative Preferred, $5 par value        |  |                             | 15,000  |   |                            |   | 15,000  |      |  |   | 45,000  |   |  |   | 45,000  |  
|5% Convertible Cumulative Preferred, $20 par value |  |                             | 17,018  |   |                            |   | 17,018  |      |  |   | 51,054  |   |  |   | 51,054  |  
|                                                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Total dividend requirements                        |  |                             | 32,018  |   |                            |   | 32,018  |      |  |   | 96,054  |   |  |   | 96,054  |  
|                                                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Net loss common stockholders                       |  | $                           | (74,771 | ) |                            | $ | (72,303 | )    |  | $ | (3,030  | ) |  | $ | (56,572 | )
|                                                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Weighted average of outstanding common shares      |  |                             | 969,834 |   |                            |   | 969,834 |      |  |   | 969,834 |   |  |   | 969,834 |  
|                                                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Net loss per share - basic                         |  | $                           | (.08    | ) |                            | $ | (.07    | )    |  | $ |        |   |  | $ | (.06    | )
|                                                   |  |                             |         |   |                            |   |         |      |  |   |         |   |  |   |         |  



No computation was made on common
stock equivalents outstanding because loss per share would be anti-dilutive.



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CHASE GENERAL CORPORATION AND SUBSIDIARY



NOTE 2 - NET LOSS PER SHARE (CONTINUED)



Cumulative Preferred Stock dividends in arrears, at March 31, 2004 and 2003, totaled
$6,379,924 and $6,251,852, respectively. Total dividends in arrears, on a per share basis, consist of the following at March 31:



|               |  |                           |    |      |   |   
|-------------- |  | ------------------------- | -- | ---- | - | --
|               |  | Nine Months EndedMarch 31
|               |  | 2004                      |    | 2003
|6% Convertible |  |                           |    |      |   |   
|Series A       |  | $                         | 14 |      | $ | 13
|Series B       |  |                           | 13 |      |   | 13
|               |  |                          
|5% Convertible |  |                           |    |      |   |   
|Series A       |  |                           | 55 |      |   | 54
|Series B       |  |                           | 55 |      |   | 54



Six percent convertible prior
cumulative preferred stock may, upon thirty days prior notice, be redeemed by the Corporation at $5.25 a share plus unpaid accrued dividends to date of redemption. In the event of voluntary liquidation, holders of this stock are entitled to receive
$5.25 per share plus accrued dividends. It may be exchanged for common stock at the option of the shareholders in the ratio of 4 common shares for one share of Series A and 3.75 common shares for one share of Series B.



The Company has the privilege of redemption of 5% convertible cumulative preferred stock at
$21.00 a share plus unpaid accrued dividends. In the event of voluntary or involuntary liquidation, holders of this stock are entitled to receive $20.00 a share plus unpaid accrued dividends. It may be exchanged for common stock at the option of the
shareholders, in the ratio of 3.795 common shares for one of preferred.



9



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CHASE GENERAL CORPORATION AND SUBSIDIARY



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



This Managements Discussion and Analysis of Financial Condition and Results of Operations section and other parts of this Report contain forward-looking statements
that involve risks and uncertainties. The Companys actual results and the timing of certain events may differ significantly from the results and timing discussed in the forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed or referred to in this report and in Item 7 of the Annual Report on Form 10-K for the year ended June 30, 2003.



The following discussion is intended to provide a better understanding of the significant changes in trends relating to Chases
financial condition and results of operations. Managements Discussion and Analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto.



OVERVIEW



Chase General is a holding company for its wholly-owned subsidiary, Dye Candy Company. This subsidiary is the main operating Company that is
engaged in the manufacture of confectionery products which are sold primarily to wholesale houses, grocery accounts, vendors, and repackers. The subsidiary (Company) operates two divisions, Chase Candy Company and Poe Candy Company, which share a
common labor force and utilize the same basic equipment and raw materials. Therefore, segment reporting for the two divisions is not maintained by Management.



RESULTS OF OPERATIONS



The following table sets forth certain items as a percentage of net sales and revenues for the periods presented:



|                                      |  |                             |    |  |                            |    |  |      |   |  |      |  
|------------------------------------- |  | --------------------------- | -- |  | -------------------------- | -- |  | ---- | - |  | ---- | -
|                                      |  | Three Months Ended March 31 |    |  | Nine Months Ended March 31 |   
|                                      |  | 2004                        |    |  | 2003                       |    |  | 2004 |   |  | 2003 |  
|Net sales                             |  | 100                         | %  |  | 100                        | %  |  | 100  | % |  | 100  | %
|Cost of sales                         |  | 86                          |    |  | 90                         |    |  | 71   |   |  | 76   |  
|                                      |  |                             |    |  |                            |    |  |      |   |  |      |  
|Gross profit                          |  | 14                          |    |  | 10                         |    |  | 29   |   |  | 24   |  
|Operating expenses                    |  | 35                          |    |  | 34                         |    |  | 22   |   |  | 20   |  
|                                      |  |                             |    |  |                            |    |  |      |   |  |      |  
|Net income (loss) from operations     |  | (21                         | )  |  | (24                        | )  |  | 7    |   |  | 4    |  
|Net income (loss) before income taxes |  | (21                         | )  |  | (24                        | )  |  | 7    |   |  | 3    |  
|Provision (credit) for income taxes   |  | (7                          | )  |  | (8                         | )  |  | 2    |   |  | 1    |  
|                                      |  |                             |    |  |                            |    |  |      |   |  |      |  
|Net income (loss)                     |  | (14                         | )% |  | (16                        | )% |  | 5    | % |  | 2    | %
|                                      |  |                             |    |  |                            |    |  |      |   |  |      |  



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CHASE GENERAL CORPORATION AND SUBSIDIARY



ITEM 2. - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)



NET SALES



Net sales increased $61,804 or 25% for the three months ended March 31, 2004 to $309,912
compared to $248,108 for the three months ended March 31, 2003. Gross sales for Chase Candy Company increased $78,775 to $335,041 for the three months ended March 31, 2004 compared to $256,266 for 2003. Gross sales for Poe Candy Company decreased
$3,921 to $6,597 for the three months ended March 31, 2004 compared to $10,518 for 2003.



Net sales increased $160,607 or 10% for the nine months ended March 31, 2004 to $1,757,144 compared to $1,596,537 for the nine months ended March 31, 2003. Gross sales for Chase Candy Company increased $111,637 to
$1,057,272 for the nine months ended March 31, 2004 compared to $945,635 for 2003. Gross sales for Poe Candy Company increased $65,861 to $808,393 for the nine months ended March 31, 2004 compared to $742,532 for 2003.



The overall increase in net sales for the three month period ended March 31, 2004 is
primarily due to more involvement of sales force working with customers and brokers to market the Chase Candy product line than has been done in prior years. Hired in March 2003, the new sales representatives selling efforts are reflected
within the realized sales growth outside of busy season for this quarter, as well as year to date.



Gross profit was $42,808 and $23,749 for the three months ended March 31, 2004 and 2003, respectively. As a percent of net sales, gross profit for the quarter was 14% in 2004 and 10% in 2003. Gross profit was $512,153
and $381,290 for the nine months ended March 31, 2004 and 2003, respectively. As a percent of net sales, gross profit for the nine months ended was 29% in 2004 and 24% in 2003. The improvement in gross profit was due to favorable product mix, steady
raw material costs and improved packaging costs for the quarter and year to date results.



COST OF SALES



The cost of sales
increased $42,745 to $267,104 decreasing to 86% of related revenues for the three months ended March 31, 2004, compared to $224,359 or 90% of related revenues for the three months ended March 31, 2003. The cost of sales increased $29,744 to
$1,244,991 decreasing to 71% of related revenues for the nine months ended March 31, 2004, compared to $1,215,247 or 76% of related revenues for the nine months ended March 31, 2003. This dollar increase in cost of sales is in direct relationship to
the increased volume of sales. The overall increase in net sales for the three months and nine months ended March 31, 2004, more than offset the increase in cost of sales as described in net sales.



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##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



ITEM 2. - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)



SELLING EXPENSES



Selling expenses for the three months ended March 31, 2004 increased $22,334 to $54,180, and
increased to 17% of sales, compared to $31,846 or 13% of sales for the three months ended March 31, 2003. Selling expenses for the nine months ended March 31, 2004 increased $35,339 to $203,776, and increased to 12% of sales, compared to $168,437 or
11% of sales for the nine months ended March 31, 2003. The increase in selling expenses and increase as a percentage of sales are due to the Companys increased sales and marketing activity.



GENERAL AND ADMINISTRATIVE EXPENSES



General and administrative expenses for the three months ended March 31, 2004 increased
$2,461 to $53,916, and decreased to 18% of sales, compared to $51,445 or 21% of sales for the three months ended March 31, 2003. General and administrative expenses for the nine months ended March 31, 2004 increased $25,213 to $180,306, or 10% of
sales, compared to $155,093 or 10% of sales for the nine months ended March 31, 2003. The increase in expense is due to increased professional fees and insurance costs.



OTHER INCOME (EXPENSE)



Other income and expense increased by $486 for the three months ended March 31, 2004 to $544, compared to $58 for the three months ended March 31, 2003. Other income and
expense increased by $13,514 for the nine months ended March 31, 2004 to $4,237, compared to $(9,277) for the nine months ended March 31, 2003. This was due to an increase in miscellaneous income of $12,695 and a decrease in interest expense due to
a portion of Notes Payable, Series B being paid off in the prior year.



PROVISION (CREDIT) FOR INCOME TAXES



The Company recorded a
tax credit provision for the three months ended March 31, 2004 of $(21,991) as compared to $(19,209) for the three months ended March 31, 2003. The Company recorded a tax provision for the nine months ended March 31, 2004 of $39,284 as compared to
$9,001 for the nine months ended March 31, 2003. This increase of $30,283 was due to increased taxable profits for the current year to date.



NET INCOME



The Company reported a net loss for the quarter ended March 31, 2004 of $(42,753), compared to a net loss of $(40,285) for the quarter ended March 31, 2003. This increase of $(2,468) is explained above.



The Company reported net income for the nine months ended March 31, 2004 of $93,024, compared
to net income of $39,482 for the nine months ended March 31, 2003. This increase of $53,542 is explained above.



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##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



ITEM 2. - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)



PREFERRED DIVIDENDS



These amounts reflect additional preferred stock dividends in arrears for the three and nine
months ended March 31, 2004 and 2003, respectively, on the Companys Series A and Series B $5 par value preferred stock and its Series A and Series B $20 par value preferred stock.



NET LOSS APPLICABLE TO COMMON STOCKHOLDERS



Net loss applicable to common stockholders for the three months ended March 31, 2004 was $(74,771) as compared to the three months ended March 31, 2003 loss of
$(72,303).



Net loss applicable to common stockholders for the nine months
ended March 31, 2004 was $(3,030) which is a decrease of $53,542 as compared to the loss for the nine months ended March 31, 2003 of $(56,572).



LIQUIDITY AND CAPITAL RESOURCES



To date, the Company has been able to fund its operating cash requirements from operations.



The Company believes it has sufficient resources to finance its current operations for at least the next twelve months through working
capital. Cash and cash equivalents increased $102,100 to $240,906 at March 31, 2004 from $138,806 at June 30, 2003. At March 31, 2004, the Companys accumulated deficit was $5,829,321, compared to accumulated deficit of $5,922,345 as of June
30, 2003. Working capital as of March 31, 2004 increased 16% to $491,943 from $425,893 as of June 30, 2003.



The Company began exploring opportunities to relocate or extend the lease for the manufacturing plant and office facilities, which expires in March 2005.



The Company has committed to purchase a new bagger for $114,000 to be delivered in August 2004. The Company has received bank approval to
finance $69,000 of the purchase price.



In order to maintain funds to finance
operations and meet debt obligations, it is the intention of management to continue its efforts to expand the present market area and increase sales to its existing customers. Management also intends to continue tight control on all expenditures.



There has been no material impact from inflation and changing prices on net
sales or on income from continuing operations for the last six months.



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CHASE GENERAL CORPORATION AND SUBSIDIARY



ITEM 3. - CONTROLS AND PROCEDURES



As of the end
of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Companys disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Companys
disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. There was no change in the Companys internal control over financial reporting during the Companys most recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



| | a. | None
| | -- | ----



| | b. | The total cumulative preferred stock dividends contingency at March 31, 2004 is $6,379,924.
| | -- | -------------------------------------------------------------------------------------------



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



| | a. | Exhibits.
| | -- | ---------



| | 31 | Certification of Chief Executive Officer and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | -- | -----------------------------------------------------------------------------------------------------------------



| | 32 | Certification of Chief Executive Officer and Treasurer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Reports on Form 8-K.
| | -- | --------------------



No reports on Form 8-K were filed by the Registrant in the quarter ended March 31, 2004.



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##### Table of Contents

SIGNATURES



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



CHASE GENERAL CORPORATION

Registrant



|                    |  |     |  |                                    
|------------------- |  | --- |  | -----------------------------------
|Dated: May 12, 2004 |  | By: |  | /s/ Barry M. Yantis                
|                    |  |     |  | Barry M. Yantis                    
|                    |  |     |  | President, Chief Executive Officer,
|                    |  |     |  | Treasurer and Chairman of the Board



Dated:



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