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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K/A
AMENDMENT No. 1

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[x]  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934    
|     |  |                                                                                         
|     |  | For the Fiscal Year Ended October 31, 2002                                              
|     |  |                                                                                         
|     |  | OR                                                                                      
|     |  |                                                                                         
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-21084

CHAMPION INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

|                                                                                                   |  |                                                
|-------------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|West Virginia(State or other jurisdiction of
incorporation or organization)                        |  | 55-0717455
(I.R.S. Employer Identification No.)
|                                                                                                   |  |                                                
|2450 First Avenue
P.O. Box 2968
Huntington, West Virginia
(Address of Principal Executive Offices) |  | 25728
(Zip Code)                               

Registrants telephone number, including area code: (304) 528-2700

Securities registered pursuant to Section 12(b) of Act: None

Securities registered pursuant to Section 12(g) of Act: Common Stock, $1.00 par
value

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

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for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.



| | Yes [x]            No [  ]
| | --------------------------

Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.



| | [  ]
| | ----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).



| | Yes [  ]            No [x]
| | --------------------------

The aggregate market value of the voting stock of the registrant held by
non-affiliates as of January 10, 2003, was $14,703,893 of Common Stock, $1.00
par value. The outstanding common stock of the Registrant at the close of
business on January 10, 2003 consisted of 9,713,913 shares of Common Stock,
$1.00 par value.

Total number of pages including cover page  16

DOCUMENTS INCORPORATED BY REFERENCE: Annual Report on Form 10-K for fiscal year
ended October 31, 2002, filed on January 24, 2003 is incorporated by reference.
Portions of the registration statement on Form S-2/A No. 333-47585, filed on
March 16, 1998, are incorporated by reference into Part IV, Item 14. Portions
of the Registrants definitive proxy statement dated February 14, 2003 with
respect to its Annual Meeting of Shareholders to be held on March 17, 2003 are
incorporated by reference into Part III, Items 10-13. Exhibit Index located on
pages 13  16.

Explanatory Note

Champion Industries, Inc. hereby amends its Form 10-K for the year ended
October 31, 2002, filed on January 24, 2003, by amending Part III, Item 12, to
reflect in Item 12 the information with respect to equity compensation plan
information required by Item 201 (d) of Regulation S-K rather than
incorporate same by reference, and to correct cross references to page numbers
of its proxy statement in Part III, Items 10 through 13.

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PART III

ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to the directors of the Company is contained on pages
3 through 5 and page 15 of the Companys definitive Proxy Statement, dated
February 14, 2003, with respect to the Annual Meeting of Shareholders to be
held on March 17, 2003, filed pursuant to regulation 14(a) of the Securities
Exchange Act of 1934 and which is incorporated herein by reference.

ITEM 11  EXECUTIVE COMPENSATION

The information called for by this Item is contained on pages 8 through 12
of the Companys definitive Proxy Statement, dated February 14, 2003, with
respect to the Annual Meeting of Shareholders to be held on March 17, 2003,
filed pursuant to regulation 14(a) of the Securities Exchange Act of 1934 and
which is incorporated herein by reference.

ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain of the information called for by this Item is contained on pages 6
through 8 of the Companys definitive Proxy Statement, dated February 14, 2003,
with respect to the Annual Meeting of Shareholders to be held on March 17,
2003, filed pursuant to regulation 14(a) of the Securities Exchange Act of 1934
and which is incorporated herein by reference. Information with respect to
securities authorized for issuance under equity compensation plans appears
below.
Equity Compensation Plan InformationThe following table gives information about Company common stock that may
be issued upon the exercise of options under the Companys only existing equity
compensation plan, the 1993 Stock Option Plan, as of October 31, 2002.

|                                                   |  |                      |         |                      |  |                      |      |                      |  |                      |         | 
|-------------------------------------------------- |  | -------------------- | ------- | -------------------- |  | -------------------- | ---- | -------------------- |  | -------------------- | ------- | 
|                                                   |  |                      |         |                      |  |                      |      |                      |  | (c) Number of       
|                                                   |  |                      |         |                      |  |                      |      |                      |  | Securities Remaining
|                                                   |  | (a) Number of        |         |                      |  |                      |      | Available for Future
|                                                   |  | Securities to be     |         |                      |  |                      |      | Issuance Under      
|                                                   |  | Issued Upon Exercise |         | (b) Weighted Average |  | Equity Compensation 
|                                                   |  | of Outstanding       |         | Exercise Price of    |  | Plans (Excluding    
|                                                   |  | Options, Warrants    |         | Outstanding Options, |  | Securities Reflected
|Plan Category                                      |  | and Rights           |         | Warrants and Rights  |  | In Column (a))      
|Equity Compensation
Plans Approved by
Shareholders |  |                      | 230,000 |                      |  | $                    | 5.41 |                      |  |                      | 532,939 | 
|                                                   |  |                      |         |                      |  |                      |      |                      |  |                      |         | 
|Total                                              |  |                      | 230,000 |                      |  | $                    | 5.41 |                      |  |                      | 532,939 | 
|                                                   |  |                      |         |                      |  |                      |      |                      |  |                      |         | 

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ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by this Item is contained on pages 13 and 14 of
the Companys definitive Proxy Statement, dated February 14, 2003, with respect
to the Annual Meeting of Shareholders to be held on March 17, 2003, filed
pursuant to regulation 14(a) of the Securities Exchange Act of 1934 and which
is incorporated herein by reference.

ITEM 15  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

3.     EXHIBITS

|       |  |                                                                                                |  |              |  |                     
|------ |  | ---------------------------------------------------------------------------------------------- |  | ------------ |  | --------------------
|Number |  | Description                                                                                    |  | Reference    |  |                     
|       |  |                                                                                                |  |              |  |                     
|(99.1) |  | Certification pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002
- Marshall T. Reynolds |  | Exhibit 99.1 |  | Page Exhibit 99.1-p1
|       |  |                                                                                                |  |              |  |                     
|(99.2) |  | Certification pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002
- Todd R. Fry          |  | Exhibit 99.2 |  | Page Exhibit 99.2-p1

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



| | Champion Industries, Inc.
| | -------------------------



| | By /s/ Marshall T. Reynolds
Marshall T. Reynolds
Chief Executive Officer
| | ------------------------------------------------------------------------



| | By /s/ Kirby J. Taylor
Kirby J. Taylor
President and Chief Operating Officer
| | ----------------------------------------------------------------------------



| | By /s/ Todd R. Fry
Todd R. Fry
Vice President and Chief Financial Officer
| | -------------------------------------------------------------------------



| | Date: February 17, 2003
| | -----------------------

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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.

|                                                          |  |                  
|--------------------------------------------------------- |  | -----------------
|SIGNATURE AND TITLE                                       |  | DATE             
|                                                          |  |                  
|Robert H. Beymer, Director                                |  | February 17, 2003
|                                                          |  |                  
|/s/ Philip E. Cline
Philip E. Cline, Director             |  | February 17, 2003
|                                                          |  |                  
|/s/ Harley F. Mooney, Jr.
Harley F. Mooney, Jr., Director |  | February 17, 2003
|                                                          |  |                  
|Todd L. Parchman, Director                                |  | February 17, 2003
|                                                          |  |                  
|/s/ A. Michael Perry
A. Michael Perry, Director           |  | February 17, 2003
|                                                          |  |                  
|/s/ Marshall T. Reynolds
Marshall T. Reynolds, Director   |  | February 17, 2003
|                                                          |  |                  
|/s/ Neal W. Scaggs
Neal W. Scaggs, Director               |  | February 17, 2003
|                                                          |  |                  
|/s/ Glenn W. Wilcox, Sr.
Glenn W. Wilcox, Sr., Director   |  | February 17, 2003

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CERTIFICATIONS

I, Marshall T. Reynolds, Chairman of the Board of Directors and Chief
Executive Officer of Champion Industries, Inc., certify that:

1.     I have reviewed this annual report on Form 10-K/A of Champion
Industries, Inc.;

2.     Based on my knowledge, this annual 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 annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual 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 function):

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
annual report whether or not there were significant changes in internal
controls or in other factors that could

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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: |  | February 17, 2003 |  | /s/ Marshall T. Reynolds              
|      |  |                   |  | Marshall T. Reynolds                  
|      |  |                   |  | Chairman of the Board of Directors and
|      |  |                   |  | Chief Executive Officer               

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CERTIFICATIONS

I, Todd R. Fry, Vice President and Chief Financial Officer of Champion
Industries, Inc., certify that:

1.     I have reviewed this annual report on Form 10-K/A of Champion
Industries, Inc.;

2.     Based on my knowledge, this annual 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 annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual 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 function):

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
annual report whether or not there were significant changes in internal
controls or in other factors that could

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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: |  | February 17, 2003 |  | /s/ Todd R. Fry                           
|      |  |                   |  | Todd R. Fry                               
|      |  |                   |  | Vice President and Chief Financial Officer

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CERTIFICATIONS

I, Kirby J. Taylor, President and Chief Operating Officer of Champion
Industries, Inc., certify that:

1.     I have reviewed this annual report on Form 10-K/A of Champion
Industries, Inc.;

2.     Based on my knowledge, this annual 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 annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual report is being prepared;

b)     evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)     presented in this annual 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 function):

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
annual report whether or not there were significant changes in internal
controls or in other factors that could

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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: |  | February 17, 2003 |  | /s/ Kirby J. Taylor                  
|      |  |                   |  | Kirby J. Taylor                      
|      |  |                   |  | President and Chief Operating Officer

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