FOUNTAIN POWERBOAT INDUSTRIES, INC.

                                 FORM 10-Q/A

                             QUARTERLY REPORT

                  FOR THE QUARTER ENDED DECEMBER 31, 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 December 31, 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 December 31, 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,
          December 31, 2002 and June 30, 2002                            1 - 2

         Unaudited Condensed Consolidated Statements of Operations,
          for the three and six months ended December 31, 2002 and 2001    3

         Unaudited Condensed Consolidated Statements of Cash Flows,
          for the six months ended December 31, 2002 and 2001            4 - 5

         Notes to Unaudited Condensed Consolidated Financial Statements  6 - 9

         Management's Discussion and Analysis of Results
          of Operations and Financial Condition                         10 - 12

Part II  Other Information

         Item 2, 4, & 6                                                   12

         Signatures                                                       13

         Management Certification                                       14 - 16






<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                                  ASSETS





                                                  December 31,      June 30,
                                                      2002            2002
                                                 ______________  ______________
CURRENT ASSETS:
  Cash and cash equivalents                      $   1,176,384   $     329,640
  Accounts receivable, net                             710,595       3,003,992
  Inventories                                        3,567,563       3,090,451
  Prepaid expenses                                     566,872         328,783
  Current tax assets                                   931,345       1,132,181
                                                 ______________  ______________
     Total Current Assets                            6,952,759       7,885,047
                                                 ______________  ______________
PROPERTY, PLANT AND EQUIPMENT                       41,199,870      40,887,882

  Less:  Accumulated depreciation                  (24,459,738)    (23,773,221)
                                                 ______________  ______________
                                                    16,740,132      17,114,661
                                                 ______________  ______________

CASH SURRENDER VALUE LIFE INSURANCE                  1,280,047       1,179,223

OTHER ASSETS                                           324,864         355,765
                                                 ______________  ______________
     Total Assets                                $  25,297,802   $  26,534,696
                                                 ______________  ______________






















                                [Continued]




                                     1
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                [Continued]


                                                  December 31,      June 30,
                                                      2002            2002
                                                 ______________  ______________
CURRENT LIABILITIES:
  Current maturities - long-term debt            $     900,610   $     919,182
  Current maturities - capital lease                    16,462          15,674
  Accounts payable                                   6,367,018       6,877,394
  Accounts payable - related party                     142,895         147,234
  Accrued expenses                                     948,100       1,193,672
  Dealer incentives                                    431,770         921,707
  Customer deposits                                    249,985         631,090
  Allowance for boat repurchases                       200,000         200,000
  Warranty Reserve                                     870,000         870,000
                                                 ______________  ______________
     Total Current Liabilities                      10,126,840      11,775,953

LONG-TERM DEBT, less current maturities              9,415,718       9,791,949
CAPITAL LEASE, less current maturities                  26,785          35,212
DEFERRED TAX LIABILITY                               1,082,409         962,880

COMMITMENTS AND CONTINGENCIES [NOTE 5]                       -               -
                                                 ______________  ______________
     Total Liabilities                              20,651,752      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                        10,343,936      10,343,935
  Accumulated earnings                              (5,628,977)     (6,280,679)
                                                 ______________  ______________
                                                     4,762,410       4,110,582
Less: Treasury stock, at cost, 15,000 shares          (110,748)       (110,748)
  Deferred compensation for stock options issued        (5,612)        (31,132)
                                                 ______________  ______________
     Total Stockholders' Equity                      4,646,056       3,968,702
                                                 ______________  ______________
     Total Liabilities and Stockholders' Equity  $  25,297,802   $  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   For The Six Months Ended
                                December 31,                December 31,
                         __________________________  __________________________
                             2002          2001          2002          2001
                         ____________  ____________  ____________  ____________

NET SALES                $ 12,941,227  $  6,553,076  $ 25,016,213  $ 14,930,387

COST OF SALES              10,570,853     7,256,987    20,739,887    15,146,984
                         ____________  ____________  ____________  ____________

Gross Profit                2,370,374      (595,201)    4,276,326      (216,597)

EXPENSES
Selling Expense             1,082,315       987,379     1,915,293     1,550,432
Selling Expense -
  related parties                   -             -             -             -
General & Administrative      431,241       475,781       898,254       963,506
                         ____________  ____________  ____________  ____________

     Total Expenses         1,513,556     1,463,160     2,813,547     2,513,938
                         ____________  ____________  ____________  ____________


OPERATING INCOME (LOSS)       856,818    (2,058,361)    1,462,779    (2,730,535)

NON-OPERATING INCOME
(EXPENSE)
Other Income                    1,389         5,135        29,965         4,283
Interest Expense             (214,475)     (262,516)     (520,676)     (404,365)
                         ____________  ____________  ____________  ____________

INCOME (LOSS) BEFORE TAX      643,732    (2,315,742)      972,068    (3,130,617)

CURRENT TAX EXPENSE                 -             -             -             -

DEFERRED TAXES (BENEFIT)      161,273      (898,091)      320,364    (1,206,323)
                         ____________  ____________  ____________  ____________

NET INCOME (LOSS)             482,459    (1,417,651)      651,704    (1,924,293)

EARNINGS (LOSS) PER SHARE         .10          (.30)          .14          (.41)
                         ____________  ____________  ____________  ____________
WEIGHTED AVERAGE
SHARES OUTSTANDING          4,745,108     4,732,608     4,745,108     4,732,608
                         ____________  ____________  ____________  ____________

DILUTED EARNINGS PER
SHARE                             .10           N/A           .14           N/A
                         ____________  ____________  ____________  ____________
DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING
ASSUMING DILUTION           4,825,399           N/A     4,803,886           N/A
                         ____________  ____________  ____________  ____________




                                     3
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

             Increase (Decrease) in Cash and Cash Equivalents

                                                      For the Six Months Ended
                                                            December 31,
                                                     __________________________
                                                         2002          2001
                                                     ____________  ____________
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                  $    651,704  $ (1,924,293)
                                                     ____________  ____________
  Adjustments to reconcile net income (loss)
    to net cash provided by operating activities:
     Depreciation expense                               1,028,308     1,126,268
     Net deferred taxes                                   320,365    (1,206,323)
     Gain on sale of fixed asset                           29,613             -
     Amortization of deferred loan cost                    30,900      (500,446)
     Non-cash expense                                       8,846             -
     Change in assets and liabilities:
       (Increase) decrease in accounts receivable       2,293,396     1,370,303
       (Increase) decrease in inventories                (477,112)      546,938
       (Increase) decrease in prepaid expenses           (238,089)     (201,275)
       Increase (decrease) in accounts payable           (514,714)   (1,486,903)
       Increase (decrease) in accrued expenses           (245,572)     (111,216)
       Increase (decrease) in dealer incentives          (489,937)   (1,175,510)
       Increase (decrease) in customer deposits          (381,106)      149,371
                                                     ____________  ____________
        Net Cash Provided (Used) by
          Operating Activities                       $  2,016,601  $ (2,912,640)
                                                     ____________  ____________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant, and equipment             (793,891)     (905,504)
  Proceeds from sale of fixed assets                      110,500             -
  (Increase) in other assets                             (100,824)      172,801
                                                     ____________  ____________
        Net Cash Provided (Used) by Investing
          Activities                                 $   (784,215) $   (732,703)
                                                     ____________  ____________
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                       $     95,000  $  3,344,344
  Payments of long-term debt                             (497,442)      (50,270)
  Proceeds from common stock issuances                     16,800             -
                                                     ____________  ____________
        Net Cash Provided (Used) by Financing
          Activities                                 $   (385,642) $  3,294,074
                                                     ____________  ____________
Net increase (decrease) in cash and cash equivalents $    846,744  $   (351,269)

Cash and cash equivalents at beginning of year       $    329,640  $    796,606
                                                     ____________  ____________

Cash and cash equivalents at end of period           $  1,176,384  $    445,337
                                                     ____________  ____________
                                [Continued]


                                     4
<PAGE>

            FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

             Increase (Decrease) in Cash and Cash Equivalents

                                [Continued]

                                                      For the Six Months Ended
                                                            December 31,
                                                     __________________________
                                                         2002          2001
                                                     ____________  ____________
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:

     Interest, net of amounts capitalized            $    520,677  $    404,365
     Income Taxes                                    $          -  $          -


Supplemental Disclosures of Noncash Investing and Financing Activities:
  For the six month period ended December 31, 2002:
     The Company recorded consulting expense of $8,846 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 six month period ended December 31, 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
  December 31, 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 December 31, 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  December
  31,  2002  and  June 30, 2002, the Company had $1,076,384 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
  December  31,  2002 have been reclassified to conform with headings  and
  classifications used in the  December 31, 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  December 31, 2002, accounts receivable were $710,595 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  December  31,  2002,  $8,352  subsequently  has  been
  collected  as  of  January  22,  2003, and  the  remaining  $702,243  is
  believed to be fully collectible.


NOTE 3 - INVENTORIES

  Inventories  at  December 31, 2002 and June 30, 2002  consisted  of  the
  following:


                                                  December 31,      June 30,
                                                      2002            2002
                                                 ______________  ______________
         Parts and supplies                      $   2,106,588   $   2,071,709
         Work-in-process                             1,500,222       1,047,154
         Finished goods                                136,146         278,981
         Obsolete inventory reserve                   (175,393)       (307,393)
                                                 ______________  ______________
              Total                              $   3,567,563   $   3,090,451
                                                 ______________  ______________




                                     7
<PAGE>

            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 six  months  ended
  December 31, 2002, the Company recorded consulting expense of $1,996.

  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  six  months  ended
  December 31, 2002, the Company recorded consulting expense of $6,850.

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  December  31,
  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  $22,760,059.   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  December 31, 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  $443,942 and the  estimated  unpaid  dealer
  interest  included  in accrued expenses amounted  to  $221,013  for  the
  first six months ended December 31, 2002.

NOTE 6 - TRANSACTIONS WITH RELATED PARTIES

  At  December 31, 2002, the Company had receivables and advances from its
  employees amounting to $11,874.

  During  the  six month period ended December 31, 2002, the Company  paid
  $6,400  for  services rendered to entities owned or  controlled  by  the
  Company's Chairman, President, and Chief Executive Officer.

  The  Company paid $28,000 during the six month period ended December 31,
  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  six month period ended December 31, 2002 and 2001, the Company
  paid   $0  and  $0  for  current  income  taxes  and  incurred   a   tax
  expense/(benefit)   for   deferred  income   taxes   of   $320,364   and
  $(1,206,323), 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 six month  period  ended
  December 31, 2001, was not presented as its effect was anti-dilutive.

  The   weighted  average  common  shares  and  common  equivalent  shares
  outstanding  for the six month period ended December 31, 2002  and  2001
  for purposes of calculating earnings per share was as follows:

                                                     December 31,  December 31,
                                                         2002          2001
                                                     ____________  ____________
  Weighted average common shares outstanding used in
  basic earnings per share for the six months ending    4,738,858     4,732,608

  Effect of dilutive stock options                         65,028             -
                                                     ____________  ____________
  Weighted average common shares and potential
  dilutive common equivalent shares outstanding
  used in dilutive earnings per share                   4,803,886     4,732,608
                                                     ____________  ____________

  At  December  31, 2002 there were 480,000 unexercised stock options,  of
  which  480,000  were held by officers and directors of  the  Company  at
  prices  ranging from $3.94 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 December 31, 2002  and
  June  30,  2002   the  Company  and  had  negative  working  capital  of
  $3,174,081   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  management
  believes   has  resulted  in  positive  cashflows  from  operations   of
  $2,016,601  for the six months ended December 31, 2002 and  will  result
  in  continual  improvement in sales and improved yield in the  remaining
  quarters   of  fiscal  2003.   The  budget  has  focused  the  Company's
  resources  on  existing sales order backlogs for the new  higher  margin
  wide  beam  cruisers  and   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 three and six months  ended  December
  31,  2002,   have  been  restated  to  accrue  $25,000  and  $82,308  in
  previously  forgone  management  compensation  net  of  the  income  tax
  benefit of $9,751 and $32,101, respectively
                                                     December 31,  December 31,
                                                         2002          2001
                                                     ____________  ____________

  Net income as previously reported                  $    497,708  $    701,911
  Effect of adjustments                                   (15,249)      (50,207)
                                                     ____________  ____________
  Restated Net Income                                $    482,459  $    651,604

  Earning per common share as previously reported    $        .10  $        .15
  Effect of adjustments                              $       (.00) $       (.01)
                                                     ____________  ____________
  Restated Earning per common share                  $        .10  $        .14
                                                     ____________  ____________





                                     10
<PAGE>

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

Results of Operations.
The  operating  income for the three months ended December  31,  2002  was
$856,818  or  $.18  per  share  and compares  to  the  operating  loss  of
$(2,058,361)  or $(.43) per share for the three months ended December  31,
2001.   The  net income for the three months ended December 31,  2002  was
$482,459 or $.10 per share as compared to a net loss for the three  months
ended  December  31, 2001 of $(1,417,651) or $(.30) per  share.   The  net
income for the six months ended December 31,2002 was $651,704 or $.14  per
share as compared to a net loss for the six months ended December 31, 2001
of $(1,924,293) or $(.41) per share.

Net  sales  were $12,941,227 for the second quarter of Fiscal  2003.   Net
sales  were $6,553,076 for the second quarter of Fiscal 2002.  During  the
second  quarter of Fiscal 2003, unit volumes doubled from the same  period
of  the prior year, with sales volume for three months ended December  31,
2002  at  101 units compared to 50 units for the prior year.  Fiscal  2003
net  sales  for  the six months ended December 31, 2002 were  $25,016,213,
compared to net sales of $14,930,387 for the same six months period of the
prior year.

Unit  sales  volume  increase  was the result  of  an  improving  economy,
aggressive  marketing  campaign that provided an increase  in  sport  boat
sales,  increased fish 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 December 31,  2002  was
$2,370,374  as  compared to the gross margin of $(595,201) for  the  three
months  ended  December 31, 2001.  Gross margin for the six  months  ended
December  31,  2002  was  $4,276,326  compared  to  the  gross  margin  of
$(216,597)  for the same period of the previous year.  The improvement  in
margin  resulted  from  improved unit sales for  the  period,  effectively
allocating the fixed cost over more units and improved product  sales  mix
of sport boats and wide-beam fish boats.

Selling  expenses were $1,082,315 for the three months ended December  31,
2002 as compared to $987,379 for the three months ended December 31, 2001.
Increased  selling  expense  resulted  from  higher  sales  salaries   and
commissions,  directly associated with the improvement in net  sales  from
the same period for the previous year.

General  and  administrative expenses were $431,241 for the  three  months
ended  December 31, 2002 compared to $475,781 for the three  months  ended
December  31, 2001.  A decrease in executive salaries during Fiscal  2003,
with  the resignation of the Company's Executive Vice President and  Chief
Operating Officer for medical reasons. created the savings as compared  to
the same period for the prior year.

Interest expense for the three months ended December 31, 2002 was $214,475
as compared to $262,516 for the three months ended December 31, 2001. This
results  from  the  Company  refinancing the credit  agreement  with  G.E.
Capital  Corporation during November of 2001 and borrowing  an  additional
3.6 million.



                                     11
<PAGE>

Other  non-operating  (income)/expense for the three months  December  31,
2002  was  $(1,389)  as compared to $(5,135) for the  three  months  ended
December 31, 2001.

Liquidity and Capital Resources.
At  December  31,  2002,  the  Company had a working  capital  deficit  of
$3,174,081 an improvement of $716,825 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 $1,176,384 at December 31, 2002 compared to the $329,640
at  June 30, 2002. The increase in cash can be generally attributed to the
$2,016,601  generated  from operating activities  less  $784,215  used  by
investing  primarily  attributed to additional  capital  expenditures  and
$385,642  used  by  financing  activities to pay  current  long-term  debt
obligations offset against proceeds received to exercise stock options and
an  additional $95,000 in borrowing against certain cash value in key life
insurance policies owned by the Company.
Cashflows from operations for the six months ended December 31,  2002  was
$2,016,601 an increase of $4,929,241 over the $2,912,640 of cash  used  in
operations  for  the six months ended December 31, 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  six  months  ended
December  31,  2002 includes significant decreases in accounts  receivable
due to the timing of collections from third party dealer financiers, a 68%
increase in sales over the same six month period 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 and instigated 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 six months of Fiscal 2003, management anticipates  that
continued  operations  under this plan will result  in  a  profitable  and
successful  year.  Managememt 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  satify all current  obligations  while  reducing
material cost by taking favorable cash discounts on material purchases.



                                     12
<PAGE>

Cash  used in the six months ended December 31, 2002 to acquire additional
property,  plant, and equipment (investing activity) amounted to  $793,891
which  was  invested in tooling changes to the new 48' Express Cruiser,  a
new style 38' fish boat deck, and other miscellaneous tooling projects.

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.

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


                                     13
<PAGE>

Cautionary  Statement  for  Purposes of "Safe Harbor"  Under  the  Private
Securities Reform Act of 1995.     (continued)


companies  with substantial resources; the concentration of a  substantial
percentage of he 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 quarter ending December  31,
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.

     (1)  Exhibits:  None.

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

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



                                     14
<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/ Reginald M. Fountain, Jr.        Date:    March 18, 2003
     _______________________________               __________________
     Principal Financial Officer


                                     15
<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/CEO/Principal 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 December 31, 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/ Reginald M. Foutain, Jr.
                                   _____________________________________
                                   Reginald M. Fountain, Jr.
                                   Principal Financial Officer

                                     17
<PAGE>