FOUNTAIN POWERBOAT INDUSTRIES, INC.

                                 FORM 10-Q/A

                             QUARTERLY REPORT

                 FOR THE QUARTER ENDED SEPTEMBER 30, 2002


                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549




<PAGE>

                                 FORM 10-Q

                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


 [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

             For the quarterly period ended September 30, 2002

                                    OR

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

      For the transition period from ____________ to _______________

     For the Quarter Ended         Commission File Number

      ___________________                 0-14712

                    FOUNTAIN POWERBOAT INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)

                 Nevada                        56-1774895
     (State or other jurisdiction of         (I.R.S. employer
      incorporation or organization)        identification No.)


        Whichard's Beach Road, P.O. Drawer 457, Washington, NC  27889
                 (Address of principal executive offices)

          Registrant's telephone no. including area code: (252) 975-2000

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

            Class                  Outstanding at October 15, 2002
 ____________________________      _______________________________

 Common Stock, $.01 par value            4,745,108 shares




<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY


                                   INDEX

                                                                       Page No.

Part I   Financial Information

         Unaudited Condensed Consolidated Balance Sheets,
          September 30, 2002 and June 30, 2002                           1 - 2

         Unaudited Condensed Consolidated Statements of Operations,
          for the three months ended September 30, 2002 and 2001           3

         Unaudited Condensed Consolidated Statements of Cash Flows,
          for the three months ended September 30, 2002 and 2001         4 - 5

         Notes to Unaudited Condensed Consolidated Financial Statements  6 - 10

         Management's Discussion and Analysis of Results
          of Operations and Financial Condition                         11 - 12

Part II  Other Information

         Item 2,4,6                                                       13

         Signatures                                                       14

         Management Certification                                       15 - 17





<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                                  ASSETS





                                                  September 30,     June 30,
                                                      2002            2002
                                                 ______________  ______________
CURRENT ASSETS:
  Cash and cash equivalents                      $     730,491   $     329,640
  Accounts receivable, net                           1,489,949       3,003,992
  Inventories                                        3,615,862       3,090,451
  Prepaid expenses                                     314,300         328,783
  Current tax assets                                 1,064,538       1,132,181
                                                 ______________  ______________
     Total Current Assets                            7,215,140       7,885,047
                                                 ______________  ______________

PROPERTY, PLANT AND EQUIPMENT                       40,694,752      40,887,882

  Less: Accumulated depreciation                   (23,937,570)    (23,773,221)
                                                 ______________  ______________
                                                    16,757,182      17,114,661
                                                 ______________  ______________

CASH SURRENDER VALUE LIFE INSURANCE                  1,182,223       1,179,223

OTHER ASSETS                                           340,315         355,765
                                                 ______________  ______________
     Total Assets                                $  25,494,860   $  26,534,696
                                                 ______________  ______________






















                                [Continued]


                                     1
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                [Continued]


                                                  September 30,     June 30,
                                                      2002            2002
                                                 ______________  ______________
CURRENT LIABILITIES:
  Current maturities of long-term debt           $     907,320   $     919,182
  Current maturities of capital lease                   16,065          15,674
  Accounts payable                                   6,383,439       6,877,394
  Accounts payable - related party                     137,706         147,234
  Accrued expenses                                   1,097,990       1,193,672
  Dealer incentives                                    795,371         921,707
  Customer deposits                                    272,445         631,090
  Allowance for boat repurchases                       200,000         200,000
  Warranty reserve                                     870,000         870,000
                                                 ______________  ______________
     Total Current Liabilities                      10,680,336      11,775,953

LONG-TERM DEBT, less current maturities              9,569,980       9,791,949

CAPITAL LEASE, less current maturities                  31,054          35,212

DEFERRED TAX LIABILITY                               1,054,328         962,880

COMMITMENTS AND CONTINGENCIES [NOTE 5]                       -               -
                                                 ______________  ______________
     Total Liabilities                              21,335,698      22,565,994
                                                 ______________  ______________

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 200,000,000
   shares authorized, 4,745,108 and 4,732,608
   shares issued and outstanding, respectively          47,451          47,326
  Additional paid-in capital                        10,360,610      10,343,935
  Accumulated earnings                              (6,111,435)     (6,280,679)
                                                 ______________  ______________
                                                     4,296,626       4,110,582
  Less: Treasury stock, at cost, 15,000 shares        (110,748)       (110,748)
  Deferred compensation for stock options issued       (26,716)        (31,132)
                                                 ______________  ______________
     Total Stockholders' Equity                      4,159,162       3,968,702
                                                 ______________  ______________
     Total Liabilities and Stockholders' Equity  $  25,494,860   $  26,534,696
                                                 ______________  ______________




 The accompanying notes are an integral part of these unaudited condensed
                    consolidated financial statements.


                                     2
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                   For the Three Months Ended
                                                         September 30,
                                                   __________________________
                                                       2002          2001
                                                   ____________  ____________
NET SALES                                          $ 12,002,119  $  8,238,779

COST OF SALES                                        10,096,168     7,763,307
                                                   ____________  ____________
  Gross Profit                                        1,905,951       475,472
                                                   ____________  ____________
EXPENSES:
  Selling expense                                       832,978       644,920
  Selling - related  parties                                  -        15,000
      General and administrative                        467,013       487,725
                                                   ____________  ____________
     Total expenses                                   1,299,991     1,147,645
                                                   ____________  ____________
OPERATING INCOME (LOSS)                                 605,960      (672,173)
                                                   ____________  ____________
NON-OPERATING INCOME (EXPENSE):
  Other income (expense)                                 28,576        10,387
  Interest expense                                     (306,201)     (153,089)
                                                   ____________  ____________
     Total non-operating income (expense)              (277,625)     (142,702)
                                                   ____________  ____________
INCOME (LOSS) BEFORE INCOME TAXES                       328,335      (814,875)

CURRENT TAX EXPENSE                                           -             -
DEFERRED TAX EXPENSE (BENEFIT)                          159,091      (308,232)
                                                   ____________  ____________

NET INCOME (LOSS)                                  $    169,244  $   (506,643)
                                                   ____________  ____________

BASIC EARNINGS (LOSS) PER SHARE                    $        .04  $       (.11)
                                                   ____________  ____________
WEIGHTED AVERAGE SHARES
  OUTSTANDING                                         4,732,608     4,732,608
                                                   ____________  ____________

DILUTED EARNINGS  PER SHARE                        $        .04  $        N/A
                                                   ____________  ____________
WEIGHTED AVERAGE SHARES
  OUTSTANDING ASSUMING DILUTION                       4,782,372           N/A
                                                   ____________  ____________



 The accompanying notes are an integral part of these unaudited condensed
                    consolidated financial statements.

                                     3
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

             Increase (Decrease) in Cash and Cash Equivalents

                                                     For the Three Months Ended
                                                           September 30,
                                                     __________________________
                                                         2002          2001
                                                     ____________  ____________
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                  $    169,244  $   (506,643)
                                                     ____________  ____________
  Adjustments to reconcile net income (loss)
    to net cash provided by operating activities:
     Depreciation expense                                 528,770       569,226
     Net deferred taxes                                   159,091      (308,232)
     Gain on sale of assets                                29,114             -
     Amortization of deferred loan cost                    15,450             -
     Non - cash expense                                     4,416             -
     Change in assets and liabilities:
       (Increase) decrease in accounts receivable       1,514,043     1,181,807
       (Increase) decrease in inventories                (525,410)       47,639
       (Increase) decrease in prepaid expenses             14,483      (110,225)
       Increase (decrease) in accounts payable           (503,483)     (363,899)
       Increase (decrease) in accrued expenses            (95,683)      (90,175)
       Increase (decrease) in dealer incentives          (126,336)     (547,754)
       Increase (decrease) in customer deposits          (358,645)     (152,000)
                                                     ____________  ____________
        Net Cash Provided (Used) by
          Operating Activities                            825,054      (280,256)
                                                     ____________  ____________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in property, plant, and equipment           (310,405)     (441,790)
  Proceeds from sale of property plant and equipment      110,000             -
  (Increase) in other assets                               (3,000)      (55,698)
                                                     ____________  ____________
        Net Cash Provided (Used) by Investing
          Activities                                     (203,405)     (497,488)
                                                     ____________  ____________
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                  -       492,329
  Payments of long-term debt                             (237,598)     (183,897)
  Increase in stockholders' equity                         16,800             -
                                                     ____________  ____________
        Net Cash Provided (Used) by Financing
          Activities                                     (220,798)      308,432
                                                     ____________  ____________
Net increase (decrease) in cash and cash equivalents      400,851      (469,312)

Cash and cash equivalents at beginning of year            329,640       796,606
                                                     ____________  ____________
Cash and cash equivalents at end of period           $    730,491  $    327,294
                                                     ____________  ____________


                                [Continued]


                                     4
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

              UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

             Increase (Decrease) in Cash and Cash Equivalents

                                [Continued]

                                                     For the Three Months Ended
                                                           September 30,
                                                     __________________________
                                                         2002          2001
                                                     ____________  ____________
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:

     Interest                                        $    275,042  $     80,334
     Income Taxes                                    $          -  $          -


Supplemental Disclosures of Noncash Investing and Financing Activities:
  For the three month period ended September 30, 2002:
     The Company recorded consulting expense of $4,416 as a result  of
     amortization of deferred compensation from 30,000 options  issued
     to  purchase  common  stock during fiscal  2002  vesting  through
     December 2004.


  For the three month period ended September 30, 2001:
     None


























 The accompanying notes are an integral part of these unaudited condensed
                    consolidated financial statements.


                                     5
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

  The  accompanying financial statements have been prepared by the Company
  without  audit.   In  the opinion of management, all adjustments  (which
  include  only normal recurring adjustments) necessary to present  fairly
  the  financial  position,  results  of  operations  and  cash  flows  at
  September 30, 2002 and for all periods presented have been made.

  Certain  information  and  footnote  disclosures  normally  included  in
  financial  statements  prepared in accordance  with  generally  accepted
  accounting  principles  in  the  United  States  of  America  have  been
  condensed   or   omitted  for  purposes  of  filing  interim   financial
  statements  with  the  Securities  and  Exchange  Commission.    It   is
  suggested  that  these  condensed  financial  statements  be   read   in
  conjunction with the financial statements and notes thereto included  in
  the  Company's June 30, 2002 audited financial statements.  The  results
  of   operations  for  the  period  ended  September  30,  2002  is   not
  necessarily indicative of the operating results for the full year.

  Principles  of  Consolidation:  The  consolidated  financial  statements
  include  the  accounts of the Company and its wholly  owned  subsidiary,
  Fountain  Powerboats, Inc.  All significant inter-company  accounts  and
  transactions have been eliminated in consolidation

  Accounting  Estimates:  The  preparation  of  financial  statements   in
  conformity  with generally accepted accounting principles in the  United
  States  of America requires management to make estimates and assumptions
  that  affect  the  reported  amounts  of  assets  and  liabilities,  the
  disclosures  of  contingent assets and liabilities at the  date  of  the
  financial statements, and the reported amounts of revenues and  expenses
  during  the  reporting period.  Actual results could differ  from  those
  estimated by management.

  Cash  and Cash Equivalents: For purposes of the statement of cash flows,
  the  Company  considers  all  highly  liquid  debt  instruments  with  a
  maturity  of three months or less to be cash equivalents.  At  September
  30,  2002  and  June  30, 2002, the Company had $630,491  and  $229,640,
  respectively, in excess of federally insured amounts held in cash.

  Recently  Enacted Accounting Standards: During quarter  ended  September
  30,   2002,   the  Company  adopted  Emerging  Issue  Task  Force   01-9
  "Accounting  for  Consideration  Given  by  a  Vendor  to   a   Customer
  (including a Reseller of the Vendor's Products)", requiring the  Company
  to  reclassify dealer incentive interest paid to resellers from  Selling
  Expense  to  Net  Sales.  Prior  year  financial  statements  have  been
  reclassified to reflect the change in accounting principle.

  Reclassifications:   The  financial  statements  for  years   prior   to
  September  30, 2002 have been reclassified to conform with headings  and
  classifications used in the  September 30, 2002 financial statements.

  Fair  Value of Financial Instruments:  Management estimates the carrying
  value  of financial instruments on the consolidated financial statements
  approximates their fair values.



                                     6
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION [Continued]

  Revenue   Recognition:  The  Company  generally  sells  boats  only   to
  authorized dealers and to the U.S. Government.  A sale is recorded  when
  a  boat is shipped to a dealer or to the Government, legal title and all
  other  incidents of ownership have passed from the Company to the dealer
  or  Government,  and  an  accounts receivable  is  recorded  or  payment
  received  from  the dealer, the Government, or the dealer's  third-party
  commercial lender.  This is the method of sales recognition  in  use  by
  most boat manufacturers.

  The  Company has developed criteria for determining whether  a  shipment
  should  be  recorded as a sale or as a deferred sale  (a  balance  sheet
  liability).   The criteria for recording a sale are that  the  boat  has
  been  completed and shipped to a dealer or to the Government, that title
  and  incidents  of  ownership  have passed  to  the  dealer  or  to  the
  Government,  and that there is no direct or indirect commitment  to  the
  dealer or to the Government to repurchase the boat.

  The  sales  incentive interest payment program for  each  boat  sale  is
  accrued  for  the  entire interest period in the same fiscal  accounting
  period  that  the  related sale is recorded.   The  amount  of  interest
  accrued  is subsequently adjusted to reflect the actual number  of  days
  of  remaining liability for floor plan interest for each individual boat
  remaining in the dealer's inventory and on floor plan.

NOTE 2 - ACCOUNTS RECEIVABLE

  As  of  September 30, 2002, accounts receivable were $1,489,949  net  of
  the  allowance  for bad debts of $27,841.  This is a decrease  from  the
  $3,003,992  in net accounts receivable recorded at June  30,  2002.   Of
  the  balance  at  September  30, 2002, $815,346  has  subsequently  been
  collected  as  of  October  11,  2002, and  the  remaining  $674,603  is
  believed to be fully collectible.

NOTE 3 - INVENTORIES

  Inventory  is  carried at the lower of cost or market  with  cost  being
  determined  on  a  first  in  first out  method  and  consisted  of  the
  following at September 30, 2002 and June 30, 2002:


                                                  September 30,     June 30,
                                                      2002            2002
                                                 ______________  ______________
         Parts and supplies                      $   2,058,272   $   2,071,709
         Work-in-process                             1,555,704       1,047,154
         Finished goods                                177,279         278,981
         Obsolete inventory reserve                   (175,393)       (307,393)
                                                 ______________  ______________
              Total                              $   3,615,862   $   3,090,451
                                                 ______________  ______________




                                     7
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            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - COMMON STOCK

  During  September 2002, a director of the Company exercised  his  option
  to  purchase 12,500 shares of the Company's common stock at  $1.344  per
  share.

  During  December  2001, the Company issued 10,000  options  to  purchase
  common  stock  to  a  consultant for services to be rendered  valued  at
  $12,342.   The options are exercisable at $1.45 per share, vest  through
  December  2004  and  expire  December 2009.  During  the  quarter  ended
  September 30, 2002, the Company recorded consulting expense of $991.

  During  January  2002,  the Company issued 20,000  options  to  purchase
  common  stock  to  a  consultant for services to be rendered  valued  at
  $27,953.   The options are exercisable at $1.67 per share, vest  through
  January  2004  and  expire  January  2009.   During  the  quarter  ended
  September 30, 2002, the Company recorded consulting expense of $3,425.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

  Manufacturer  Repurchase  Agreements  -  The  Company  makes   available
  through  third-party finance companies floor plan financing for many  of
  its  dealers.   Sales  to  participating dealers  are  approved  by  the
  respective  finance  companies.   If a  participating  dealer  does  not
  satisfy  its  obligations under the floor plan  financing  agreement  in
  effect   with  its  commercial  lender(s)  and  boats  are  subsequently
  repossessed  by  the  lender(s), then under  certain  circumstances  the
  Company  may be required to repurchase the repossessed boats if  it  has
  executed  a  repurchase agreement with the lender(s).  At September  30,
  2002,  the Company had a total contingent liability to repurchase  boats
  in  the  event  of dealer defaults and if repossessed by the  commercial
  lenders  amounting  to  approximately  $17,676,647.   The  Company   has
  reserved for the future losses it might incur upon the repossession  and
  repurchase  of  boats  from  commercial  lenders.   The  amount  of  the
  allowance  is based upon probable future events which can be  reasonably
  estimated.   At  September 30, 2002, the allowance for boat  repurchases
  was $200,000.

  Dealer  Interest  -  The Company regularly pays a  portion  of  dealers'
  interest  charges  for  floor plan financing.   These  interest  charges
  amounted  to  approximately  $237,574 and the  estimated  unpaid  dealer
  incentive  interest  included in accrued expenses amounted  to  $295,222
  for the first three months ended September 30, 2002.


NOTE 6 - TRANSACTIONS WITH RELATED PARTIES

  At  September  30, 2002, the Company had receivables and  advances  from
  employees of the Company amounting to $12,506.

  During  the  three  month period ended September 30, 2002,  the  Company
  paid  $4,300  for services rendered to entities owned or  controlled  by
  the Company's Chairman, President, and Chief Executive Officer.

  The  Company  paid $4,000 during the three month period ended  September
  30,  2002  for advertising services received from an entity owned  by  a
  Company director.

  During  September 2002, a director of the Company exercised  options  to
  purchase 12,500 shares of common stock at $1.344 per share.

                                     8
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES

  For  the  three  month period ended September 30,  2002  and  2001,  the
  Company paid $0 and $9,785 for current income taxes and incurred  a  tax
  expense/(benefit) for deferred income taxes of $159,091 and  ($308,232),
  respectively.

NOTE 8 - EARNINGS (LOSS) PER SHARE

  The  computations of earnings (loss) per share and diluted earnings  per
  share  amounts are based upon the weighted average number of outstanding
  common  shares during the periods, plus, when their effect is  dilutive,
  additional  shares  assuming  the  exercise  of  certain  vested   stock
  options,  reduced by the number of shares which could be purchased  from
  the  proceeds from the exercise of the stock options assuming they  were
  exercised.  Diluted earnings per share for the three month period  ended
  September 30, 2001, was not presented as its effect was anti-dilutive.

  The   weighted  average  common  shares  and  common  equivalent  shares
  outstanding  for  purposes  of calculating earnings  per  share  was  as
  follows:

                                                   September 30, September 30,
                                                       2002          2001
                                                   ____________  ____________
  Weighted average common shares outstanding used
  in basic earnings per share for the three months
  ending                                              4,732,608     4,732,608

  Effect of dilutive stock options                       49,764             -
                                                   ____________  ____________
  Weighted average common shares and potential
  dilutive common equivalent shares outstanding
  used in dilutive earnings per share                 4,782,372     4,732,608
                                                   ____________  ____________

  At  September 30, 2002 there were 516,000 unexercised stock options,  of
  which  480,000  were held by officers and directors of  the  Company  at
  prices  ranging from $3.58 to $5.00 per share that were not included  in
  the  computation  of  earnings per share because  the  effect  is  anti-
  dilutive.

NOTE 9 - GOING CONCERN

  The  accompanying financial statements have been prepared in  conformity
  with  generally accepted accounting principles in the United  States  of
  America  which  contemplate  continuation of  the  Company  as  a  going
  concern.   As  shown in the financial statements at September  30,  2002
  and  June  30,  2002   the  Company  had  negative  working  capital  of
  $3,465,196   and   $3,890,906,  respectively.    These   factors   raise
  substantial  doubt about the ability of the Company  to  continue  as  a
  going concern. The consolidated financial statements do not include  any
  adjustments that might result from the outcome of these uncertainties.

  The  Company's  operations will require significant  increases  in  cash
  flows  from  operations or additional financing or capital to  continue.
  In  order  to  generate positive cash flows, the Company  will  need  to
  return  to profitability through increasing sales of their sporting  and
  fishing  boats  and  wide beam cruisers, reducing expenses  and  capital
  expenditures and successfully refinancing current liabilities  to  long-
  term obligations.


                                     9
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - GOING CONCERN [Continued]

  Management  plans  to  improve cash flows  from  current  operations  by
  maintaining an aggressive budget for fiscal 2003 which they believe  has
  resulted in some improvements in the current quarter and will result  in
  continual  improvement  in sales and improved  yield  in  the  remaining
  quarters  of  fisical  2003.   The  budget  has  focused  the  Company's
  resources  on  existing sales order backlogs for the new  higher  margin
  wide  beam  cruisers  and  has executed plans and  actions  that  reduce
  expenses  through  direct  labor  and  overhead  cost  cuts,   and   has
  implemented   significant  reductions  to  selling   and   general   and
  administrative  expenses.   The Company is  further  seeking  to  obtain
  additional  debt  financing, which will enable  the  Company  to  reduce
  material cost by taking favorable cash discounts on material purchases.

  The  statements in  the above paragraphs regarding the Company's  plans,
  intentions  and beliefs, and the expected results of its  budgetary  and
  other actions, are "forward-looking" statements and are subject to risks
  and  uncertainties and should  be  read  considering  the  cautionary
  statement  for  purposes of "Safe Harbor" under the  Private  Securities
  Reform  Act of 1995.  Various factors could affect the Company's ability
  to successfully implement its plans or actions or could cause the actual
  outcome  or  results  of  the  Company's plans  and  actions  to  differ
  materially  from those  that the  statements indicate  or imply that the
  Company  believes  or  expects  to occur.   Examples  of  those  factors
  include:   sales  falls  significantly  short  of  forecast,  production
  efficiency  improvements  are  not accomplished, and  company  does  not
  obtain additional debt funding.

NOTE 10 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

  The  financial  statements  for the quarter ended  September  30,  2002,
  have  been  restated to accrue $57,309 in previously forgone  management
  compensation net of the income tax benefit of $22,350.

                                                   September 30,
                                                       2002
                                                   ____________
  Net income as previously reported                $    204,202
  Effect of adjustments                            $    (34,958)
                                                   ____________
  Restated Net Income                              $    169,244
                                                   ____________

  Earnings per common share as previously reported $        .04
  Effect of adjustments                            $       (.01)
                                                   ____________
  Restated Earnings per common share               $        .03
                                                   ____________



                                     10
<PAGE>

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations.
Net sales were $12,002,119 for the first quarter ended September 30, 2002,
an increase of over 45% from the same period last year which had net sales
of  $8,238,779.   Unit sales volume for three months ended  September  30,
2002 was 85 boats versus 59 boats for the three months ended September 30,
2001.   Unit  sales  volume  increase was  the  result  of  an  aggressive
marketing  campaign  to increase sport boat sales and  sales  of  the  new
models, 34' wide-beam fish boat and 48' wide-beam cruiser.

Gross  margin on sales for the three months ended September 30,  2002  was
$1,905,951 or 15.9% compared to $475,472 or 5.8% gross margin for the same
period  of  the previous year.  Margins improved as a result of  increased
sales volume, effectively allocating the fixed cost over more units.   The
Company's  sales  model  mix   included more  sport  boats  over  previous
periods,  and  cost savings in factory overhead from reduced salaries  and
insurance costs.

The operating income for the quarter ended September 30, 2002 was $605,961
or  $.12  per  share compared to an operating loss for the  first  quarter
ended September 30, 2001 of ($672,173) or ($.14) per share.  The operating
income as a percent of sales for the three months ended September 30, 2002
was  5.05%  versus (8.16%) for the three months ended September 30,  2001.
Net  earnings for the three months ended September 30, 2002 were  $169,244
or $.04 per share up from a net loss of ($506,643) or ($.11) per share for
the three months ended September 30, 2001.

Selling  expenses were $832,978 for the three months ended  September  30,
2002  as  compared  to $659,920 for the three months ended  September  30,
2001.    Selling   expenses  increased  due  to  higher  sales   salaries,
commissions, and consulting fees resulting from the improvement  in  sales
between the years.  Race expenses and advertising also rose from the prior
year as the Company promoted their new products and their improved pricing
structure.
General and administrative expenses were $467,013 or 3.9% of net sales for
the three months ended September 30, 2002 compared to $487,727 or 5.9%  of
net  sales  for  the three months ended September 30, 2001.   Decrease  in
expenses  resulted  from  a decrease in the executive  salaries  with  the
resignation of the Company's Executive Vice President and Chief  Operating
Officer  for  medical  reasons.  Other cost savings were  improvements  in
legal expenses and depreciation.

Interest  expense  for  the  three months ended  September  30,  2002  was
$306,201 and compared to $153,089 for the three months ended September 30,
2001 as a result of the Company refinancing the credit agreement with G.E.
Capital  Corportation during November of 2001 and borrowing an  additional
3.6 million.

Other  non-operating income/(expense) for the three months  September  30,
2002  was $28,576 compared to $10,387 for the three months ended September
30, 2001.


                                     11
<PAGE>

Liquidity and Capital Resources.
As of September  30, 2002,  the Company had a working capital  deficit  of
$3,465,196  a improvement of $425,710 over the $3,890,906 working  capital
deficit  at  June  30,  2002,  As mentioned in Note  9  to  the  Unaudited
Financial Statements the accompanying unaudited financial statements  have
been  prepared in conformity with generally accepted accounting principles
in  the  United  States of America which contemplate continuation  of  the
Company  as  a  going  concern.  The  Company's  operations  will  require
continued  increases in cash flows from operations or additional financing
or capital to continue.

Cash  increased to $730,491 at September 30, 2002 compared to the $329,640
at  June 30, 2002 the increase in cash can be generally attributed to  the
$825,054  generated  from  operating  activities  less  $203,405  used  by
investing  primarily  attributed to additional  capital  expenditures  and
$237,598  used  by  financing  activities to pay  current  long-term  debt
obligations offset against proceeds received to exercise stock options.
Cashflows  from operations for the quarter ended September  30,  2002  was
$825,054  an  increase of $1,105,310 over the $280,256  of  cash  used  in
operations  for  the  quarter ended September 30, 2001.   This  change  is
primarily  attributable to the increase in sales resulting in a return  to
profitability and elimination of certain dealer incentive programs.
The  Company's  principal  sources  of liquidity  for  the  quarter  ended
September  30, 2002 includes  significant decreases in accounts receivable
due to the timing of collections from third party dealer financiers and  a
45% increase in sales over the same quarter in the previous year.

The  Company's  liquidity  needs  are principally  for  financing  of  raw
materials  and  work in process inventory as a result of  increase  sales,
paying down certain vendors to more current terms, and meeting the current
payments of long term obligations.

For  the next fiscal quarter and for the remainder of the year ending June
30,  2003 the Company believes that it will continue to improve upon prior
years  operating  results.  Management has developed a plan  that  budgets
expenses and clearly outlines certain sales goals and expectations for the
remainder  of  the fiscal year.  After surpassing this plan in  the  first
quarter  of  Fiscal 2003, management anticipates that continued operations
under  this  plan  will  result  in  a  profitable  and  successful  year.
Management   believes  they  can  generate  sufficient  cash  flows   from
operations  to  meet current critical liquidity demands.  The  Company  is
further seeking to obtain additional debt financing, which will enable the
Company to satisfy all current obligations while reducing material cost by
taking favorable cash discounts on material purchases.

The  statements  in  the above paragraphs regarding the  Company's  plans,
intentions  and  beliefs, and the expected results of  its  budgetary  and
other  actions, are "forward-looking" statements and are subject to  risks
and uncertainties.  As should be read considering the cautionary statement
for  purposes of "Safe Harbor" under the Private Securities Reform Act  of
1995.   Various factors could affect the Company's ability to successfully
implement  its  plans  or actions or could cause  the  actual  outcome  or
results of the Company's plans and actions to differ materially from those
that the statements indicate or imply that the Company believes or expects
to  occur.   Examples of those factors include: sales falls  significantly
short   of   forecast,   production  efficiency   improvements   are   not
accomplished, and company does not obtain additional debt funding.


Cautionary  Statement  for  Purposes of "Safe Harbor"  Under  the  Private
Securities Reform Act of 1995.
The  Company  may  from  time  to  time make  forward-looking  statements,
including  statements projecting, forecasting, or estimating the Company's
performance  and  industry trends.  The achievement  of  the  projections,
forecasts,  or  estimates  contained in these  statements  is  subject  to
certain risks and uncertainties, and actual results and events may  differ
materially from those projected, forecasted, or estimated.


                                     12
<PAGE>

The  applicable  risks  and  uncertainties include  general  economic  and
industry  conditions that affect all businesses, as well as, matters  that
are  specific to the Company and the markets it serves.  For example,  the
achievement  of  projections, forecasts, or  estimates  contained  in  the
Company's  forward-looking  statements may be  impacted  by  national  and
international economic conditions; compliance with governmental  laws  and
regulations;  accidents  and acts of God; and all  of  the  general  risks
associated with doing business.

Risks that are specific to the Company and its markets include but are not
limited  to compliance with increasingly stringent environmental laws  and
regulations; the cyclical nature of the industry; competition  in  pricing
and  new  product  development  from  larger  companies  with  substantial
resources; the concentration of a substantial percentage of the  Company's
sales  with a few major customers, the loss of, or change in demand  from,
any  of  which  could  have  a material impact  upon  the  Company;  labor
relations  at  the  Company and at its customers and  suppliers;  and  the
Company's  single-source supply and just-in-time inventory strategies  for
some  critical boat components, including high performance engines,  which
could  adversely affect production if a single-source supplier  is  unable
for any reason to meet the Company's requirements on a timely basis.

PART II.  Other Information.

ITEM 2:   Change in Securities.

There  was  no  change  in  securities during  the  first  quarter  ending
September 30, 2002.

ITEM 4:   Controls and Procedures

      Within  the  90-day  period prior to the filing  of  this  quarterly
report,  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   pursuant  to   Exchange Act  Rule  13a-14.    Based  on  that
evaluation,   the  Chief  Executive Officer and  Chief  Financial  Officer
concluded  that the design and operation of these 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  these controls subsequent to  the  date  of  their
evaluation.


ITEM 6:   Exhibits and Reports on Form 8 and Form 8-K.

      (a)  No Amendments on Form 8 were filed by the Registrant during the
first three months of Fiscal 2002.

      (b)  No  Current  Reports on Form 8-K were filed by  the  Registrant
during the first three months of Fiscal 2002.



                                     13
<PAGE>


                                 SIGNATURE



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



                    FOUNTAIN POWERBOAT INDUSTRIES, INC.
                    ___________________________________
                               (Registrant)






By:    /s/ Irving Smith                     Date:    March 18, 2003
     _______________________________               __________________
         Chief Financial Officer





                                     14
<PAGE>


                               CERTIFICATION

     I, Reginald M. Fountain, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10Q of Fountain
     Powerboat Industries, Inc.;
2.   Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this quarterly report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this quarterly report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          quarterly report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosures
          controls and procedures as of a date within 90 days prior to the
          filing date of this quarterly report (the "Evaluation Date");
          and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and
     the audit committee of registrant's board of directors (or persons
     performing the equivalent functions):
     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and
     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and
6.   The registrant's other certifying officers and I have indicated in
     this quarterly report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date:    March 18, 2003              /s/ Reginald M. Foutain, Jr.
       __________________          _____________________________________
                                   Reginald M. Fountain, Jr.
                                   President and Chief Executive Officer

                                     15
<PAGE>


                               CERTIFICATION

     I, Irving L. Smith, certify that:

1.   I have reviewed this quarterly report on Form 10Q of Fountain
     Powerboat Industries, Inc.;
2.   Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this quarterly report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this quarterly report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          quarterly report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosures
          controls and procedures as of a date within 90 days prior to the
          filing date of this quarterly report (the "Evaluation Date");
          and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and
     the audit committee of registrant's board of directors (or persons
     performing the equivalent functions):
     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and
     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and
6.   The registrant's other certifying officers and I have indicated in
     this quarterly report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date:    March 18, 2003              /s/ Irving L. Smith
       __________________          _____________________________________
                                   Irving L. Smith
                                   Chief Financial Officer



                                     16
<PAGE>


(Certification Pursuant to 18 U.S.C. Section 1350)

     The undersigned hereby certifies that (i) the foregoing quarterly
report on Form 10-Q filed by Fountain Powerboat Industries, Inc. (the
"Company") for the quarter ended September 30, 2002, fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, and (ii) the information contained in that Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.


Date:    March 18, 2003              /s/ Reginald M. Foutain, Jr.
                                   _____________________________________
                                   Reginald M. Fountain, Jr.
                                   President and Chief Executive Officer



Date:    March 18, 2003              /s/ Irving L. Smith
                                   _____________________________________
                                   Irving L. Smith
                                   Chief Financial Officer


                                     17
<PAGE>